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Home My WebLink About15 - North Newport Center Planned Community (PA2007-151) - 500 -600 Blk Newport Center Drive, 42000 Blk San Joaquin PlazaCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 15 December 11, 2007 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Planning Department Patrick J. Alford, Senior Planner (949) 644 -3235 palford city.newport- beach.ca.us SUBJECT: North Newport Center Planned Community (PA2007 -151) 500 -600 Blk Newport Center Drive, 42000 Blk San Joaquin Plaza APPLICANT: The Irvine Company ISSUE Should the City Council adopt code and planned community development plan amendments, a traffic study, an Affordable Housing Implementation Plan and a transfer of development rights for the North Newport Center area, and adopt a development agreement to vest development rights and establish a public benefit contribution to the city? RECOMMENDATION 1. Conduct public hearing; 2. Adopt Addendum to Final Environmental Impact Report (SCH No 2006011119) for the City of Newport Beach General Plan 2006 Update; 3. Introduce Ordinance No. 2007- approving Code Amendment No. CA2007- 007 and Planned Community Development Plan Amendment No. PD2007 -003 and pass to second reading on December 18, 2007; 4. Introduce Ordinance No. 2007- approving Development Agreement No. DA2007 -002 and pass to second reading on December 18, 2007; 5. Adopt Resolution No. 2007- approving Traffic. Study No. TS2007 -001; 6. Adopt Resolution No. 2007- approving the Affordable Housing. Implementation Plan; North Newport Center PC December 11, 2007 Page 2 Adopt Resolution No. 2007 -_ approving the Transfer of Development Rights. PROJECT SUMMARY The following discretionary approvals are requested or required in order to implement the project as proposed: Code Amendment No. CA2007 -007 to change the zoning classification of Block 600 from the Administrative Financial Professional (APF) District to the Planned Community (PC) District and the open space comer lots in Block 500 and Block 600 from the Open Space (OS) District to the Planned Community (PC) District. 2. Planned Community Development Plan Amendment No. PD2007 -003 to adopt a new Planned Community Development Plan for Fashion Island, Block 600 and portions of San Joaquin Plaza and Block 500 and to remove these areas from the San Joaquin Plaza Planned Community Development Plan and the Block 500 Planned Community Development Plan. 3. Development Agreement No. DA2007 -002 to vest development rights and establish a public benefit contribution to the City. 4. Traffic Study No. TS2007 -001 to evaluate potential traffic impacts and circulation system improvements. 5. An Affordable Housing Implementation Plan specifying how the development will meet the City's affordable housing goal. 6. Transfer of Development Rights finding that the transfer is consistent with the intent of the General Plan and will not result in any adverse traffic impacts. INTRODUCTION Project Setting The proposed North Newport Center Planned Community is located in Newport Center /Fashion Island, a regional center of business and commerce that includes major retail, professional office, entertainment, recreation, and residential. The proposed Planned Community consists of Fashion Island, Block 600, and portions of San Joaquin Plaza and Block 500. Fashion Island (approximately 75 acres) is developed with a regional shopping center consisting of anchor department stores, retail stores, restaurants, and a cinema. Block 600 (approximately 25 acres) is developed with the 295 -room Island Hotel and high -rise business and professional office buildings and parking structures. The subject portion of Block 500 (approximately 15 acres) is developed with high -rise and low -rise business, professional and medical office buildings and surface parking. The subject portion of San Joaquin Plaza (approximately North Newport Center PC December 11, 2007 Page 3 23 acres) is developed with a complex of low -rise business and professional offices, a parking structure, and surface parking. The areas surrounding the proposed Planned Community are developed. To the north of San Joaquin Plaza, Block 600, and Block 500, and across San Joaquin Hills Road, land uses include residential and a golf course within the Big Canyon Planned Community (PC -8). To the south and west is low -rise and mid -rise business, medical and professional office development. To west of Fashion Island is the Granville residential community, the Newport Beach Marriott Hotel, and business and professional offices. To the west of San Joaquin Plaza is a mix of institutional and commercial uses and public facilities. Project Description The proposed North Newport Center Planned Community Development Plan (Attachment 2) is a set of land use, development and administrative regulations for Fashion Island, Block 600 and portions of San Joaquin Plaza and Block 500. The PC Development Plan includes a set of Design Regulations, which expand upon the regulations of the Development Plan and are intended to insure that future development implement the Land Use Element policies for Newport Center. If adopted, the PC Development will replace the existing Planned Community Development Plan for Fashion Island (PC -35). The Planned Community Development Plans for San Joaquin Plaza (PC -19) and Block 500 (PC -46) will be amended to remove the North Newport Center properties (Attachment 6 - Exhibits E and F, respectively). Districting Maps No. 48, No. 49, and No. 50 (Attachment 6 - Exhibits B, C, and D, respectively) would be amended to reflect the zoning reclassification of Block 600 from the Administrative Financial Professional (APF) District to the Planned Community (PC) District and the "open space corner" lots in Block 500 and Block 600 from the Open Space (OS) District to the Planned Community (PC) District. The "open space corner' lots would continue to be limited to landscaping and project identification signs. The project includes a transfer of development rights, which will allow development rights to be transferred through a change in location of use and /or a conversion of non - residential use to any other non - residential use allowed by the General Plan. The proposed transfer of development rights will require a finding by the City Council that the transfer is consistent with the intent of the General Plan and will not result in any adverse traffic impacts. The project includes a development agreement (Attachment 3), which is required by General Plan policy LU 6.14.8 and Section 15.45.020 of the Newport Beach Municipal Code. The development agreement vests development rights and establishes a public benefit contribution to the City. North Newport Center PC December 11, 2007 Page 4 The project includes an Affordable Housing Implementation Plan (Exhibit 4), which provides options for how future development will meet the City's affordable housing goal. Background On July 25, 2006, the City Council certified Environmental Impact Report (SCH No 2006011119) for the City of Newport Beach General Plan 2006 Update. The FEIR addresses the potential environmental impacts associated with the build -out of the City, inclusive of Fashion Island, Block 500, Block 600, and San Joaquin Plaza (North Newport Center). On November 7, 2006, the General Plan 2006 Update is approved by voters. On March 13, 2007, the City Council adopts Ordinance No. 2007 -6 requiring development agreements for certain development projects, including those with 50 or more dwelling units and new non - residential development in Newport Center. On July 24, 2007, the application for the proposed project was submitted to the Planning Department. On August 14, 2007, the City Council authorized a committee of Mayor Rosansky and Mayor Pro Tern Selich to negotiate the proposed development agreement with the Irvine Company. On October 30, 2007, a special joint Planning Commission /City Council meeting was held to receive a presentation by the Irvine Company on the proposed North Newport Center Planned Community. On November 15 and 29, 2007, the Planning Commission held a public hearing on the project. The Commission recommended approval of the project on November 29, 2007. DISCUSSION Proposed PC Development Plan Introduction In 1999 -2000, the City and The Irvine Company began work on a comprehensive plan for the future of Newport Center. Other property owners in Newport Center were also interested in development opportunities, and the Planning Commission and City Council desired to have a comprehensive plan for Newport Center. The property owners and the City cooperated on this effort, and consultants were hired and produced a first draft of a comprehensive plan. Although this effort did not proceed to public hearing, many of the concepts for urban design and improved pedestrian circulation were incorporated into the 2006 General Plan. North Newport Center PC December 11, 2007 Page 5 When staff and The Irvine Company began talking about revising zoning regulations for Newport Center /Fashion Island to implement the General Plan, we agreed to use this as an opportunity to further our earlier comprehensive planning efforts. The proposed PC Development Plan is not only the first zoning document to implement the 2006 General Plan; it is also a consolidation of four land use regulatory documents for Newport Center into one, covering the majority of Newport Center properties owned by The Irvine Company. The existing regulatory documents are old PC texts (dating as far back as 1975) and the City's Zoning Code (which is being completely rewritten to update it and implement the General Plan). The existing PC texts are not well organized and not easy to use. Because they were not written as long -term regulatory documents, they do not provide guidance on dealing with circumstances that have changed over time. In addition, they have been supplemented by separate approvals of use permits and parking management plans that are not obvious to anyone without familiarity with this regulatory system. Staff believes that the proposed PC text is a significant improvement over the existing regulatory documents. Its adoption will be the first step in the City's simplification of our land use and development regulations and their revision to implement the General Plan. Land Use and Development Regulations Newly created provisions within the General Plan allow for the introduction of new residential opportunities, new retail square footage, hotel units and expanded office development in the Newport Center /Fashion Island area. The proposed PC Development Plan has defined these opportunities, and grouped them generally into the Fashion Island Sub -Area and Mixed -Use Sub - Areas. The PC Development Plan also defines development limits which are consistent with those established by the General Plan and are identified in the table below. A. Hotel rooms are permitted in Fashion Island through the transfer of development rights. B. 65 additional hotel rooms may be located in Block 500, Block 600 or San Joaquin Plaza. C. Residential units are permitted in Block 500, Block 600 and San Joaquin Plaza so long as the total number of units does not exceed 430 units. Fashion San Land Use Block 500 Block 600 Joaquin Total Island Plaza Regional Commercial 1,619,525 0 0 0 1,619,525 square feet square feet 1,700 seats 1,700 seats Movie Theatre (27,500 0 0 0 (27,500 square square feet) feet) Hotel (A) (B) 425(B) (B) 490 Residential 0 (C) (C) (C) 430 Office /Commercial 0 265,142 1,001,634 337,261 1,746,979 square feet square feet square feet square feet A. Hotel rooms are permitted in Fashion Island through the transfer of development rights. B. 65 additional hotel rooms may be located in Block 500, Block 600 or San Joaquin Plaza. C. Residential units are permitted in Block 500, Block 600 and San Joaquin Plaza so long as the total number of units does not exceed 430 units. North Newport Center PC December 11, 2007 Page 6 Fashion Island Sub -Area: Fashion Island is the primary retail hub within Newport Center and is developed with retail, dining and commercial entertainment uses. Permitted uses for Fashion Island include uses in support of the existing retail, dining and commercial entertainment uses. Fashion Island is intended to be a vibrant regional retail and entertainment center and a day /evening destination with a wide variety of uses which will serve visitors, residents and employees of the area. The total gross floor area for Fashion Island is 1,619,525 plus the 1,700 -seat movie theater. The movie theater building area is equivalent to and may be converted to 27,500 square feet of retail development. The conversion of the movie theater to retail space shall not require any additional parking. No residential uses are permitted within the Fashion Island sub- area boundary. Mixed -Use Sub - Areas: The Mixed -Use blocks include Block 500, Block 600 and San Joaquin Plaza. The .Mixed -Use blocks are generally comprised of administrative, professional, and financial office uses. Block 600 contains hotel and related ancillary uses as well. This Development Plan allows for the diversification of land uses in order to encourage new and original uses consistent with the Mixed -Use concept as established in the General Plan. Permitted uses for the Mixed -Use blocks include offices, light general commercial, hotel, residential and other mixed uses in accordance with the General Plan MU -H3 land use designation. Up to 430 residential units and 490 hotel rooms are permitted within the Mixed -Use blocks. Development rights may be transferred through a change in location of use(s) and /or a conversion of non - residential use to any other non - residential use allowed by the General Plan and this Planned Community Development Plan or applicable zoning at the receiving site(s). Residential use may be relocated, but may not be converted to or from another use. The transfer of development rights may occur only if the transfer will not result in any adverse traffic impacts and will not result in greater intensity than development allowed without the transfer. Transfer of Development Rights: Although the General Plan policy providing for the transfer of development rights in Newport Center was carried over from the previous General Plan, and has been used several times in the past, procedures for review and approval of transfers were never established. The proposed PC text includes procedures and standards for approval, which will ensure consistent implementation of this General Plan policy in the future. Site Development Standards The following typical site development standards shall apply to the North Newport Center Planned Community. Most of the standards were established under previously approved PC Development Plans and reflect existing development conditions. North Newport Center PC December 11, 2007 Page 7 Height: Allowable heights are determined by sub -area. All building heights are measured at finished grade. Fashion Island: The maximum heights of structures within Fashion Island are depicted below. These standards were established: Fashion Island Height Limits Building Type Height Major Buildings 125' Mall Buildings 75' Parking Structures 55' Periphery Buildings 40' Block 500: The maximum height of all structures in Block 500 shall be 375 feet' as measured from finished grade. Block 600: The maximum height of all structures in Block 600 shall be 3751 feet as measured from finished grade. San Joaquin Plaza: The maximum height of all structures in San Joaquin Plaza shall be 65 feet as measured from finished grade. Standards for Buildings Over 200 Feet in Height: Aviation Compatibility — Proposed development is required to comply with the Airport Environs Land Use Plan (AELUP) for the John Wayne Airport: Shade Standards - Proposed structures over 200 feet in height that has the potential to shade residential areas north of San Joaquin Hills Road, are required to provide a shade study that will demonstrate that the new development will not add shade to the designated residential areas. Setbacks: Setbacks for the four sub -areas are listed below. Fashion Island Newport Center Drive: 10 feet; may be reduced to 0 feet by the Planning Director through the plan review process. Block 500 Newport Center Drive: 15 feet Santa Rosa: 15 feet San Joaquin Hills: 15 feet San Nicolas: 15 feet 1 See Planning Commission recommendation below. North Newport Center PC December 11, 2007 Page 8 Block 600 Newport Center Drive: 15 feet Santa Cruz: 15 feet San Simeon: 15 feet San Joaquin Hills: 15 feet Santa Rosa: 15 feet Center Drive (e/w):0 feet Center Drive (n /s): 0 feet San Joaquin Plaza San Joaquin Hills: 15 feet Santa Cruz: 15 feet San Clemente: 15 feet Santa Barbara: 15 feet Parkin-g: Parking requirements for North Newport Center are shown below. These standards have been established under prior PC Development Plans and are not proposed to be changed through the proposed PC Development Plan. North Newport Center Parking Requirements Land Use Parking Requirement Regional Commercial 3 spaces per 1,000 square feet Movie Theater 3 spaces per 1,000 square feet Office 1 space per 375 square feef Medical Office 1 space per 250 square feet Hotel Municipal Code Residential 2 spaces per unit includes 1 covered; plus 0.5 spaces per unit up to 50 units, then 0.25 spaces per unit thereafter for guest parking Other Municipal Code On- Street Parking - On- street parking can be counted towards the parking requirement. Specific areas are outlined below:2 Sub -Area On -Street Parking Fashion Island Adjacent on- street parking on Newport Center Drive Block 500 Adjacent on- street parking on Newport Center Drive and San Nicolas Block 600 Adjacent on- street parking on Newport Center Drive 2 See Planning Commission recommendation below. North Newport Center PC December 11, 2007 Page 9 Valet Parking - Valet parking and satellite parking with shuttle service has been and will continue to be a component of the parking strategy for Newport Center /Fashion Island. Parking Management Plan - Parking management plans have been encouraged to be used as a tool to address potential issues in the PC. Development Plan. Parking management plans may address issues such as modified parking requirements based upon complimentary peak hour demand of uses, off peak shared parking between sub- areas, drop off and valet services on private property, and tandem parking. Signs: All permanent and temporary signs in North Newport Center that are visible from public rights -of -way and public property will be regulated by the proposed PC Development Plan. Sign criteria had been developed under the previously approved PC Development Plans. The proposed PC Development Plan has translated the previous sign criteria into a comprehensive easy to use reference. No substantive changes to have been proposed. Residential Compatibilitv: Permitted uses in North Newport Center include uses and events that have the potential to generate noise. Due to the day /evening use of Fashion Island in particular, noise generating activities, lighting, odors from restaurants, and similar occurrences are produced and take place during all hours of operation. Such uses and events are required to comply with the City's Municipal Code regulating these uses. Disclosures shall be made to prospective buyers/tenants of residential developments that there is an expectation for noise levels higher than in typical suburban residential areas as part of the Mixed -Use concept within North Newport Center. Additionally, the disclosure shall indicate that there is an expectation for lighting, odors and similar occurrences in a Mixed -Use setting as compared to suburban residential areas. Residential Open Space Requirements Open space standards have been developed for new residential development projects. Each project shall provide a minimum of 5 percent common outdoor open space accessible to all residents; common indoor space of at least 500 square feet; and private open space for at least 50 percent of all the dwelling units proposed. Plan Review Process Included within the proposed PC Development Plan is a new development review process. Currently, there is no formalized design review of development within the underlying PC Development Plan areas nor do the PC Development Plans contain comprehensive design requirements. Historically, review of development proposals relied upon a staff determination of consistency with the PC's site development standards and zoning requirements. Design standards rest solely on the commitment of the developer to provide good design proposals. In instances where a use permit was required for a particular use, a discretionary application was reviewed; however, the review primarily focused on the use and not design. North Newport Center PC December 11, 2007 Page 10 The PC Development Plan includes a new "Plan Review" process for new structures within the North Newport Center Planned Community district. Prior to the issuance of a building permit, all development proposals shall be subject to a Plan Review by the Planning Director to determine compliance with the Planned Community Development Plan and North Newport Center Design Regulations. Each Plan Review submittal is required to contain sufficient details for a thorough review of the relationships between uses on the site and on adjacent sites consistent with the Development Plan and the Design Regulations. Specific submittal requirements are outlined in the PC Development Plan. Signs, tenant improvements, carts, kiosks, temporary structures and uses are exempt from this process review. Submittals shall be reviewed by the Planning Director, and the Planning Director shall approve the project with the following findings: 1. The proposed use and /or development is consistent with the General Plan. 2. The proposed use and/or development is consistent with the North Newport Center PC Development Plan and Design Regulations. The Planning Director action is the final action unless appealed in accordance with the Municipal Code. Design Regulations The proposed Design Regulations are intended to expand upon the standards set forth in the Planned Community Development Plan. All new commercial and residential development is subject to the Design Regulations. Review for compliance of projects under this section shall occur through the plan review process, as defined in the Development Plan, prior to building permit issuance. To ameliorate these limitations, several policies were included in the General Plan that are intended to guide future development within Newport Center /Fashion Island. The primary goal of these design regulations is to guide future development and to create mixed -use land uses that integrate new commercial and residential uses seamlessly with existing commercial, office, entertainment, and residential uses that are supported by a more pedestrian friendly environment. The Design Regulations are to be used in conjunction with other applicable codes, documents, and ordinances to assess compliance of proposed projects with the Planned Community Development Plan and the General Plan. The design standards have been grouped in four separate categories: Building Location and Massing; Landscape; Circulation; and Orientation, Identity, and Safety. Each of the categories contains design objectives that will be used to guide and evaluate proposed development in the PC Development Plan area. The following is a narrative for each of the design categories. Building Location and Massing: The building massing and location standards are intended to ensure that new development has an appropriate scale, is related to its use North Newport Center PC December 11, 2007 Page 11 and location, and is properly integrated with adjoining land uses and features. Specific policies have been developed for site planning elements, building envelope, building character and style, building materials and colors, and parking structures. Landscape: The landscape standards are intended to ensure that new commercial and residential development preserves and enhances the existing landscape character of North Newport Center. Policies include overall landscape themes, perimeter and street landscape, parking lot landscaping and internal landscaping. Circulation: The proposed circulation criteria will be used to ensure that new commercial and residential development enhance existing circulation patterns by maintaining existing, upgrading existing and providing new street and walkway connections. Specific standards include streets and pedestrian activity, service and emergency and parking lots Orientation. Identity, and Safety: The design standards for orientation, identity, and safety are intended to ensure that new commercial and residential development promotes wayfinding for residents and visitors, strengthens North Newport Center's sense of place, and produces a safe environment. Standards include gateway and entrances, view corridors, landmarks, signage and lighting. Planning Commission Recommendation: The Commission recommended approval of the Code Amendment and Planned Community Development Plan Amendment by a 6 -0 vote, with one absent. The Commission's recommendation included the following changes to the Planned Community Development Plan: 1. Reducing the maximum height of structures in Block 500 and Block 600 from 375 feet to between 275 to 300 feet. 2. Increasing the parking requirement for general office from 1 space per 375 square feet to that of the Municipal Code (1 space per 250 square feet, with reductions as the amount of office floor area increases). 3. Removing the on- street parking credit. 4. Revising parking management plan standards to factor in properties outside of the North Newport Center Planned Community. The applicant proposes setting the maximum height limit in Block 500 and Block 600 at 295 feet. Staff agrees with the Planning Commission that a height limit of less than 375 feet will ensure that new development in North Newport Center is compatible with the existing development pattern. The Irvine Company's proposal of 295 feet appears reasonable to accomplish the Commission's goal and to provide the flexibility needed for design of new buildings and accommodation of roof - mounted equipment. North Newport Center PC December 11, 2007 Page 12 The applicant has agreed to remove the on- street parking credit provision and incorporate the recommended change to the parking management plan section. The applicant requests that the originally proposed standard of 1 space per 375 square feet for general office be adopted. The 1:375 ratio has been the parking requirement in Block 500 since the adoption of that block's Planned Community Development Plan (PC46) in 1995, and in Block 600 since 1976 (approved by Use Permit No. 1805). This standard has been sufficient to meet the parking demand, for general office uses in these areas for many years. Therefore, staff recommends continuing this parking requirement in the proposed Planned Community Development Plan. Staff also recommends that the adoption of proposed Planned Community Development Plan include a provision stating that this document supersedes Use Permit No. 1805's parking provisions. General Plan Consistency The General Plan contains several policies that allow for the introduction of new residential opportunities, new retail square footage, hotel units and expanded office development into the Newport Center /Fashion Island District. These policies place an emphasis on "the improvement of the area's pedestrian character, by improving connectivity among the `superblocks', installing streetscape amenities and concentrating buildings along Newport Center Drive and pedestrian walkways and public spaces ". The primary goal of these policies is to create a mixed -use district that integrates new commercial and residential uses seamlessly with existing commercial, office, entertainment, and residential uses that are supported by a more pedestrian friendly environment. This, in turn, will further the City's goal of providing opportunities for residents to reside near jobs, commerce, recreation and entertainment activities. The proposed PC Development Plan and Design Regulations are consistent with the policies outlined in the General Plan for future development in the Newport Center/ Fashion Island. Listed below are the specific policies from the Land Use Element for Newport Center and Fashion Island that the proposed PC Development Plan and Design Regulations are required to be consistent with. LU 6.14.4 Development Scale: Reinforce the original design concept for Newport Center by concentrating the greatest building mass and height in the northeasterly section along San Joaquin Hills Road, when; the natural topography is highest and progressively scaling down building mass and height to follow the lower elevations toward the southwesterly edge along East Coast Highway. The proposed PC Development Plan and Design Regulations are consistent with this policy. Siting and building envelope standards in the Design Regulations will ensure that the massing and scale of new development will follow existing topography and elevations. LU 6.94.5 Urban Form: Encourage that some new development be located and designed to orient to the inner side of Newport Center Drive, North Newport Center PC December 11, 2007 Page 13 establishing physical and visual continuity that diminishes the dominance of surface parking lots and encourages pedestrian activity. The proposed PC Development Plan and Design Regulations contain several standards that encourage a strong street presence for new buildings as well as maintain features that would enhance and reinforce the existing pedestrian experience. LU 6.14.6 Pedestrian Connectivity and. Amenity: Encourage that pedestrian access and uses within the district be improved with additional walkways and streetscape amenities concurrent with the development of expanded and new uses. The proposed PC Development Plan and Design Regulations contain standards that preserve existing pedestrian links (crescent walk) and develop an internal pedestrian network of walks and paseos that link to existing and new development. LU 6.14.7 Fashion Island Architecture and Streetscape: Encourage that new development in Fashion Island complement and be of equivalent or higher design quality than existing buildings. Reinforce the existing promenades by encouraging retail expansion that enhances the storefront visibility to the promenades and provides an enjoyable retail and pedestrian experience. Additionally, new buildings shall be located on axes connecting Newport Center Drive with existing building to provide visual and physical connectivity with adjoining uses, where practical. The PC Development Plan and Design Regulations are consistent with this policy. Standards within the Design Regulations require that new development be of equivalent or higher standard than existing buildings. Specifically, the building character and style, circulation and orientation and identity sections of the Design Regulations contain standards that meet this land use policy. Transfer of Development Rights The General Plan allows a transfer of development rights within Newport Center in accordance with the following Land Use Element policy: LU 6.14.3 Transfers of Development Rights Development rights may be transferred within Newport Center, subject to the approval of the City with the finding that the transfer is consistent with the intent of the General Plan and that the transfer will not result in any adverse traffic impacts. The Irvine Company is proposing to transfer a portion of the existing development rights from Block 600 to Block 500. The transfer includes the conversion of 195 unbuilt hotel rooms to office space, and the transfer of this entitlement to Block 500. It also includes the removal of the following existing uses from Block 600, and transfer of this entitlement to Block 500: 17,300 square feet of health club, 16,444 square feet of North Newport Center PC December 11, 2007 Page 14 restaurant, and 8,289 square feet of office. Up to 72,000 square feet of the transferred development rights could be used for a new City Hall in Block 500. The City retained Austin -Foust Associ proposed transfer; their report, Newpor in the environmental Addendum. The generation, since this is the time of experiences the most congestion. A toll generated from the existing and entitled Allowing for 72,000 square feet in a ni rtes, Inc. to analyze the traffic impacts of the Center Trip Transfer Traffic Study, is included traffic analysis is based on PM peak hour trip ay when Newport Beach's circulation system it of 339 PM peak hour trips are projected to be uses proposed to be eliminated from Block 600. w City Hall, (with a higher trip generation rate than for general office use), 205,161 square feet of office entitlement could be transferred to Block 600 and maintain the same overall trip generation for North Newport Center (338 trips). To ensure that the transfer of development rights does not result in more density than allowed by-the General Plan, staff also conducted an intensity analysis, shown below. Unbuilt Entitlement: 30 hotel rooms from original Four Seasons entitlement 100 room hotel expansion (GPA 97 -3 -D) 65 hotel rooms from 2006 General Plan Subtotal Development to be Removed: Family Fitness Palm Gardens Miscellaneous office Subtotal TOTAL AVAILABLE FOR TRANSFER Deduction for City Hall Available for office development in Block 500 30,000 sq. ft. 142,500 sq. ft. 92,625 sq. ft. 265,125 sq. ft. 17,300 sq. ft. 16,447 sq. ft. 8.829 sa. ft. 42,036 sq. ft. 307,161 sq. ft. 72.000 sq. ft. 235,161 sq. ft. To comply with both the General Plan intensity limits and the policy that a transfer of development rights may not result in adverse traffic impacts, only the lower entitlement number resulting from the two analyses may be transferred. Therefore, 205,161 square feet may be transferred to Block 500 for office development, and a City Hall of 72,000 square feet may be developed in Block 500. As a result, the amount of floor area after the transfer is less than the total allowed in the General Plan. Planning Commission Recommendation: The Commission recommended approval of the transfer of development rights without any changes by a 4 -2 vote, with one absent. The dissenting Commissioners noted that their opposition to the recommendation was North Newport Center PC December 11, 2007 Page 15 based on concerns that the transfer of retail and hotel rooms to office development was inconsistent with the intent of the General Plan. Development Agreement The North Newport Center project is required to be the subject of a development agreement by General Plan policy LU 6.14.8, which reads, LU 6.14.8 Development Agreements Require the execution of Development Agreements for residential and mixed-use development projects that use the residential 450 units identified in Table LU2 (Anomaly Locations). Development Agreements shall define the improvements and benefits to be contributed by the developer in exchange for the City's commitment for the number, density, and location of the housing units. Municipal Code section 15.45.020 also requires a development agreement for this project because it is required by the General Plan, requires a Zoning Code amendment, and includes the development of more than 50 residential units as well as new non- residential development in Newport Center. The City Council appointed a committee (Mayor Rosansky and Mayor Pro Tern Selich) to negotiate the North Newport Center Development Agreement with The Irvine Company. A draft of the Agreement (formally titled "Zoning Implementation and Public Benefit Agreement') they are recommending is attached, (Attachment 3). Major provisions of the Agreement are outlined below, with reference to the relevant sections of the Agreement. 1. Cancellation of Circulation Improvement and Open Space Agreement and Bonita Canyon Annexation and Development Agreement (Section 2) 2. Payment of in -lieu park fees for 430 residential units, including early payment of a portion of fees ($5,600,000) as a matching grant for OASIS Senior Center (Section 4.1) 3. Payment of public benefit fee ($27,090,000) to fund construction of new City Hall building at any location, or other municipal purpose (Section 4.2) 4. Circulation enhancements in the North Newport Center area, including widening of Avocado Avenue between San Miguel Drive and San Joaquin Hills Road, and enhancement of San Miguel Drive between Avocado Avenue and MacArthur Boulevard (including dedication of right -of -way) (Sections 4.4, 4.5) Dedication of the site north of San Miguel Drive, west of MacArthur Boulevard, south of San Joaquin Hills Road and east of Avocado Avenue for open space, if North Newport Center PC December 11, 2007 Page 16 a new City Hall is constructed on a site in Newport Center other than Block 500 (Section 4.6) 6. Four -year option for the City to purchase a site in Block 500 for City Hall as well as the use of 300 to 375 parking spaces in a new parking structure (Section 4.8) 7. Retrofitting sprinkler systems in Newport Center Drive parkways and medians to low flow technology. (Section 4:9) 8. Dedication of the "Lower Castaways" site (Section 4.11) 9. Limit on future increases in development fees (Section 5.2) 10. Vesting of rights to develop 75,000 sq. ft. of retail space, 205,161 square feet of office space (through the transfer of development rights) and 430 residential uses in North Newport Center for 20 years (Sections 6.2, 11) 11.Construction of third eastbound turn lane at MacArthur Boulevard and San Joaquin Hills Road (Section 7.3) 12. Limit on future amendments to Municipal Code pertaining to development of the North Newport Center properly (Section 8.2) The City Council committee and staff believe that the proposed development agreement satisfies the requirements of the General Plan policy for Newport Center development agreements. It specifies circulation improvements for which The Irvine Company will be responsible, as well as benefits to be contributed in the areas of park fees, City Hall site and funding, and dedication of street right- of-way and open space. The agreement also vests The Irvine Company's right to build 430 residential units in Blocks 500 or 600 or San Joaquin Plaza. Municipal Code Section 15.45.040 describes the required contents of all development agreements. The North Newport Center Development Agreement specifies the term, and the permitted uses, density and intensity of development, as described in the list above. Through the Planned Community Development Plan being considered concurrently and included as an exhibit to the Agreement, maximum height and size of proposed buildings are addressed. Article 4 of the Agreement describes the required dedications of land to the City, as well as other public benefits. These provisions include all of the required elements of a development agreement. Planning Commission. Recommendation: The Commission did not recommend any specific changes to the Development Agreement, but some Commissioners expressed the view that the City Council should consider a longer option period for acquisition of the City Hall site. The changes shown in strikeout/underline in Attachment 3 are those that have been made as a result of continuing negotiations by the City Council committee and continuing review by the City Attorney and outside counsel. The most significant change since the Planning Commission's review of the Development North Newport Center PC December 11, 2007 Page 17 Agreement has been the addition of a public benefit, the dedication of the Lower Castaways site to the City. Attachment 3 also includes a clean copy of the Development Agreement. Traffic Phasing Ordinance Municipal Code Chapter 15.40 (Traffic Phasing Ordinance, or TPO) requires that a traffic study be prepared and findings be made before building permits may be approved for certain projects. The North Newport Center project is early in the development process, and building permits for individual projects will not be requested for some time. Therefore, the project is not required to comply with the TPO at this time. However, the applicant has elected to comply with TPO requirements early, following the provisions of Section 15.40.030.13.2 for a "Comprehensive Phased Land Use Development and Circulation System Improvement." These provisions apply to a project that is not expected to be complete within 60 months of approval, and include different findings than for a shorter term project. All of the findings in Section 15.40.030.B.2, discussed below, are required for project approval. a. The project must be subject to a development agreement that requires circulation improvements early in the development phasing program. The City and The Irvine Company are parties to an existing development agreement known as the Circulation Improvement and Open Space Agreement (CIOSA). Through this agreement, The Irvine Company made early payment of fair share fees and provided or facilitated financing so the City could complete circulation improvements earlier than it otherwise could have. While the Company made full payment of fair share fees, it developed only 88% of the residential units that CIOSA allowed, and not all of the commercial development that was allowed. During the 2006 General Plan update, entitlement for the remaining units and commercial floor area was removed from the CIOSA properties. The 2006 General Plan also added residential entitlement to Newport Center, which the Company proposes to implement in the North Newport Center project. The circulation improvements already completed pursuant to CIOSA could be considered improvements early in the development phasing program of the North Newport Center project. CIOSA circulation projects that benefit Newport Center are the following. 1. Frontage improvements along Jamboree Road at access to the Newporter North property. A traffic signal at the intersection of Santa Cruz Drive and San Clemente Drive in Newport Center Block 800 2. Construction of half- section of MacArthur Boulevard to ultimate width along frontage of the Freeway Reservation property 3. Construction of half- section of MacArthur Boulevard to ultimate width along frontage of The Irvine Company's property at Newport Village North Newport Center PC December 11, 2007 Page 18 4. Construction of half- section of MacArthur Boulevard to ultimate width along frontage of Big Canyon Area 16 5. Widening of MacArthur Boulevard between Ford Road and the San Joaquin Hills Transportation Corridor to provide for a minimum of six travel lanes and a minimum of three northbound travel lanes 6. Dedication of right of way along the west side of MacArthur Boulevard between Pacific Coast Highway and San Joaquin Hills Road The proposed Development Agreement specifies that construction of the third eastbound turn lane at the intersection of MacArthur Boulevard and San Joaquin Hills Road will be completed prior to issuance of a certificate of occupancy for the first building constructed under the Agreement, but in no event later than 60 months after the operative date of the Agreement. In addition, the applicant will dedicate right -of -way for widening of San Miguel Drive between Avocado Avenue and MacArthur Boulevard when the City completes a design for this improvement. This could occur early in the development phasing. b. The traffic study must demonstrate that the portion of the project expected to be completed within 60 months of approval -- or the project, with circulation improvements by the proponent -- will not cause nor make worse an unsatisfactory level of service at any impacted primary intersection. The City retained Austin -Foust Associates, Inc. to prepare a traffic study as required by the TPO, and it is included in the environmental Addendum. The study used the worst case assumption that all development in the project would be completed within 60 months, specifically by 2009. Impacts were identified at three intersections. The PM peak hour level of service (LOS) at MacArthur Boulevard and San Joaquin Hills Road would change from D, which is satisfactory, to E, which is unsatisfactory. The AM peak hour LOS at Goldenrod Avenue and Coast Highway also would change from D to E. Marguerite Avenue and Coast Highway would experience LOS E during both AM and PM peak hours without the project; the project would make this unsatisfactory LOS worse. Because the Development Agreement includes an improvement (third eastbound turn lane) that will eliminate the impact at MacArthur Boulevard and San Joaquin Hills Road, the finding can be made with regard to one of the three impacted intersections. There are no feasible improvements for the two Coast Highway intersections included in the Circulation Element, and this finding cannot be made for those intersections. c. The Land Use and Circulation Elements of the General Plan are not made inconsistent by the impact of project trips (including circulation improvements) when added to development anticipated based on the General Plan and Zoning Ordinance. The development included in the North Newport Center project is consistent with the 2006 General Plan. The Zoning Ordinance currently in effect may allow more North Newport Center PC December 11, 2007 Page 19 development, and therefore result in more trips than the General Plan. However, City Council Resolution No. 2007 -3 establishes an interim development review process until the Zoning Code is rewritten to be consistent with the General Plan. This Resolution provides that no land use, or density or intensity of use, may be permitted unless it is consistent with both the General Plan and the Zoning Code. Implementation of this Resolution will prevent the project from resulting in inconsistency between the General Plan elements. The circulation improvement noted in the previous finding is included in the Circulation Element. Finally, the Circulation Element, unlike the TPO, establishes LOS E as satisfactory for the two impacted intersections for which no improvement is included in the project. d. The project is required, during the 60 months immediately after approval, to construct circulation improvements such that: 1. Project trips will not cause nor make worse an unsatisfactory level of service at any impacted intersection for which there is a feasible improvement. The improvement to MacArthur Boulevard and San Joaquin Hills Road will be completed within 60 months of project approval and will eliminate the projects impact at this intersection. In approving the General Plan, the City Council found that there are not feasible improvements for the other two impacted intersections, and the adopted Circulation Element establishes LOS E as the standard for these intersections. 2. The benefits from the circulation improvements by the project proponent outweigh the adverse impact of project trips at any impacted primary intersection for which there are no feasible improvements. The project causes the intersection of MacArthur Boulevard and San Joaquin Hills Road to change from LOS D to E; however, the increase in the PM peak hour intersection capacity utilization (ICU) is only .027. The applicant's agreement to construct the improvement is therefore beyond what would be required to mitigate the impact of this project alone. This, in addition to the earlier CIOSA improvements discussed in finding "a" above, could be considered to outweigh the adverse impact of project trips at the two Coast Highway intersections, for which there are no feasible improvements. Staffs analysis shows that findings "a," "c" and "d" can be made, but finding "b" cannot be fully made because the two Coast Highway intersections will experience unsatisfactory levels of service and there are no feasible improvements. When the TPO findings cannot be made, the ordinance allows the City Council to find that the project will result in benefits that outweigh the projects anticipated negative impact on the circulation system. This finding requires a 5.17 vote of the members eligible to vote. As outlined in the discussion of the Development Agreement, the North Newport Center North Newport Center PC December 11, 2007 Page 20 project would result in public benefits including early payment of park fees, dedication of open space, availability of a site for City Hall, funding for the construction of City Hall at any location the City chooses, and circulation improvements at locations in the vicinity of the project other than "impacted primary intersections." These benefits could be considered to outweigh the traffic impacts at two intersections for which there are no feasible improvements and which meet the General Plan LOS .standard, even with full project implementation. It should be noted that the project analyzed in the traffic study is slightly different from the project being considered in the other actions for this item. The traffic study assumes that the 430 residential units will be developed in Block 600, and it does not include development of a 72,000 square foot City Hall. If The Irvine Company decides to develop housing units in Block 500 and/or San Joaquin Plaza, another traffic study may be required to comply with the TPO. Likewise, development of City Hall, or 72,000 square feet of other office space 9 the City decides to build on a site other than Block 500, will be subject to requirements of the TPO. Planning Commission Recommendation: The Commission recommended approval of the traffic study, with all required findings including the public benefit finding, by a vote of 6 -0, with one absent. Affordable Housing Implementation Plan Housing Element Program 2.2.1 requires that an Affordable Housing Implementation Plan (AHIP) be prepared for projects with more than 50 residential units. The proposed AHIP for the North Newport Center project (Attachment 4) provides that the developer will meet the City's goal that an average of 15% of new units be affordable to lower income households. The exact method of providing affordable units has not been specified, but two options are included. The Irvine Company owns the former Child Time site on San Miguel Drive, which is now vacant. The General Plan allows ten residential units on the site. If the State mandated density bonus of 35% for a fully affordable development is applied, the site can accommodate 14 units. These units would be maintained as affordable for a minimum of 30 years. Whether or not The Irvine Company elects to build on the Child Time site, they will record covenants on existing apartments along San Joaquin Hills Road (The Bays) to maintain them as affordable units for 30 years. The number of affordable units provided in The Bays will depend on whether the Child Time site is used, and on the income level served by the affordable units. Fewer units are required at lower income levels, because the subsidy required for these units is higher. For the 430 units included in the North Newport Center project, 65 units (15 %) affordable to low- income households are required. The number of very low- income units required is 43 (10 %), and the moderate - income requirement is 86 units (20 %). The AHIP indicates that the affordable units will be provided incrementally, with one- third of the requirement provided with each 100 market rate units. This schedule will North Newport Center PC December 11, 2007 Page 21 result in meeting the entire affordable requirement before all of the market rate units are built. Under both options, the affordable housing would be provided off site from the project. Staff finds this to be an acceptable solution for this project. Both off -site locations are close enough to North Newport Center that they can provide housing for employees, with The Bays being in walking distance of the project site. In addition, if affordable housing units are constructed on the Child Time site, this will result in the addition of 14 more units to the community's housing stock than would occur if the affordable housing were provided within the 430 units on the project site. The proposed AHIP satisfies the requirements of the Housing Element. Planning Commission Recommendation: The Commission recommended approval of the AHIP by a vote of 4 -2, with one absent, with an added provision that the dissenting Commissioners did not accept. The addition is a new subsection C in Section II. Affordable Housing Plan, which reads, "Affordable units shall not be concentrated in any one building, under either option." The majority of the Commission felt this provision is needed to ensure dispersion of affordable units throughout the Child Time and Bays sites. The minority was concerned that this provision could interfere with development of the Child Time site as 100% affordable with a financing program that would guarantee affordability for 55 -58 years, as opposed to the City's requirement of 30 years. Staff agrees with the minority of the Planning Commission, and does not recommend the added provision. Environmental Review An Addendum to the Final Environmental Impact Report (SCH No 2006011119) certified on July 25, 2006 was prepared in accordance with the provisions of the California Environmental Quality Act (CEQA), Public Resources Code § §21000, et seq., and the State CEQA Guidelines, California Code of Regulations § §15000, et seq. The purpose of the Addendum is to analyze the potential differences between the impacts evaluated in the General Plan EIR and those that would be associated with the proposed project. The potential impacts associated with these proposed changes would either be the same or less than the anticipated levels ascribed in the certified General Plan EIR. In addition, there are no substantial changes to the circumstances under which future development projects subject to the 2006 General Plan and PC Development Plan would be undertaken. Planning Commission Recommendation: The Commission recommended that the City Council certify the Addendum by a vote of 4 -2, with one absent. The dissenting Commissioners were concerned that the Addendum was not circulated for public review. North Newport Center PC December 11, 2007 Page 22 Public Notice Notice of this hearing was published in the Daily Pilot, mailed to property owners within 300 feet of the property and posted at the site a minimum of 10 days in advance of this hearing consistent with the Municipal Code. Additionally, the item appeared upon the agenda for this meeting, which was posted at City Hall and on the city website. Submitted by: Sharon Z. Wood, A stan ity Manager Attachments: 1. Addendum to FEIR for the City of Newport Beach General Plan 2006 Update 1a. Draft and Final EIR, General Plan 2006 Update (CD, under separate cover) 2. North Newport Center Planned Community Development Plan 3. Development Agreement (under separate cover) 4. Affordable Housing Implementation Plan 5. Draft resolution approving the Addendum 6. Draft ordinance approving CA2007 -007 and PD2007 -003 7. Draft ordinance approving Development Agreement DA2007 -002 S. Draft resolution approving Traffic Study TS2007 -001 9. Draft resolution approving the Affordable Housing Implementation Plan 10. Draft resolution approving the Transfer of Development Rights 11: November 15, 2007 Planning Commission staff report 12. November 20, 2007 Planning Commission supplemental staff report 13. Excerpt of Draft Planning Commission minutes of November 29, 2007 F.1USERSV1MSheredlPA'sIPAs - 20071PA2007•151i2007 -12.11 CC/2007 -12 -11 CC Staff Report.dx ATTACHMENT NO. 1 Addendum to FEIR for the City of Newport Beach General Plan 2006 Update ADDENDUM TO THE CITY OF NEWPORT BEACH GENERAL PLAN 2006 UPDATE FINAL PROGRAM ENVIRONMENTAL IMPACT REPORT Prepared by: City of Newport Beach Community Development Department 3300 Newport Boulevard Newport Beach, California 92658 -8915 November 2007 Addendum to CMv of Newport Beach General Plan 2006 Update E1R TABLE OF CONTENTS Section Paae Section1.0 Introduction ........................................................................ ............................... 1 -1 1.1 Purpose of Addendum ............................................... ............................1 -1 1.2 Previous Environmental Documentation and discretionary actions ........ 1 -2 Section 2.0 Project Description ............................................................ ............................... 2 -1 2.1 Project Location ........................................................ ............................2 -1 2.2 Project Characteristics .............................................. ............................2 -1 2.2.1 North Newport Center PC Text .................. ............................... 2 -1 2.2.2 Transfer of Development Rights ................ ............................... 2 -3 2.2.3 Phased Land Use Development and Circulation.lmprovement Plan (TPO Approval) .................................. ............................... 2 -3 2.2.4 Affordable Housing Implementation Plan (AHIP) ...................... 2 -4 2.2.5 Development Agreement ........................... ............................... 2-4 2.2.6 Discretionary Actions .................................... ............................2 -4 Section 3.0 Environmental Analysis ..................................................... ............................... 3 -1 3.1 Aesthetics ................................................................. ............................3 -1 3.2 Agricultural Resources .............................................. ............................3 -4 3.3 Air Quality ................................................................. ............................3 -4 3.4 Biological Resources ................................................. ............................3 -8 3.5 Cultural Resources ................................................... ...........................3 -10 3.6 Geology, Soils, and Mineral Resources .................... ...........................3 -12 3.7 Hazards and Hazardous Materials ........................... ...........................3 -14 3.8 Hydrology and Water Quality ..... ............................... ...........................3 -17 3.9 Land Use and Planning ............................................ ...........................3 -20 3.10 Noise ........................................................................ ...........................3 -24 3.11 Population and Housing ........................................... ...........................3 -27 3.12 Public Services ........................................................ ...........................3 -28 3.13 Recreation and Open Space .................................... ...........................3 -31 3.14 Transportation / Traffic ............................................... ...........................3 -33 3.15 Utilities and Service Systems ................................... ...........................3 -45 Cipoamente snd Setlm.WwootlUL 1S0WQ81T=P=ry lnWnet FAes10LK7WV)mf1ACC .M 111907.dm I Tablf Addendum to City of Newport Beach General Plan 2006 Update E1R TABLES Table Page 1 Development Area Summary ........................................................... ............................2-3 2 Trip Generation Summary ............................................................... ...........................3 -35 3 One Percent Analysis ...................................................................... ...........................3 -36 4 ICU Summary .................................................................................. ...........................3 -40 5 Converted Uses .............................................................................. ...........................3 -42 EXHIBITS Exhibit Follows Page 1 Local Vicinity Map . ....................................................................................................... 2 -2 2 Fashion Island, Block 500, Block 600, San Joaquin Boundaries ...... ............................2 -2 3 Existing and Proposed Zoning Designations .................................... ............................2 -2 C.XD=meM$ aM SetunaftwQcdtQCW SattinaalTempomry Internet FROMOLK7SIMal Addendum l I 1907.dw R Ta1NE Addendum to City of Newport Beach General Plan 2006 Update EIR SECTION 1.0 INTRODUCTION 1.1 PURPOSE OF ADDENDUM This document, prepared pursuant to the California Environmental Quality Act (CEQA), constitutes an Addendum to the City of Newport Beach General Plan 2006 Update Program Final Environmental Impact Report (EIR) Screencheck No. 2006011119 certified on July 25, 2006. This Addendum was prepared in accordance with the provisions of the California Environmental Quality Act (CEQA), Public Resources Code § §21000, et seq., and the State CEQA Guidelines, California Code of Regulations § §15000, et seq. CEQA Guidelines §15164(a) states that "the lead agency or a responsible agency shall prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in Section 15162 calling for preparation of a subsequent EIR have occurred." Pursuant to CEQA Guidelines §15162(a), a subsequent Environmental Impact Report (EIR) or Negative Declaration is only required when: (1) Substantial changes are proposed in the project which will require major revisions of the previous EIR or negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; (2) Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR or Negative Declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or . (3) New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete or the Negative Declaration was adopted, shows any of the following: (A) The project will have one or more significant effects not discussed in the previous EIR or negative declaration; (B) Significant effects previously examined will be substantially more severe . than shown. in the previous EIR; (C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or (D) Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce. one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. CADOp,m " Sa ftftwoodiLocW8MngMTwp= ry IMane tfdesWLKF0DXoreflAddendui n- 1IIW7.mc 1 -1 lntnx Addendum to City of Newport Beach General Plan 2006 Update EIR The proposed North Newport Center Project includes the following City actions to implement the 2006 General Plan: 1. Approval of a zoning amendment to adopt the North Newport Center Planned Community Development Plan (herein referred to as the North Newport.Center PC Text), including the reclassification of property to the Planned Community (PC) District and amendment to two existing Planned Community Development Plans; 2. Approval of a transfer of development rights, pursuant to General Plan policy, to convert unbuitt hotel entitlement to office entitlement and to relocate this entitlement and existing office and commercial development from Block 600 to Block 500; 3. Approval of a traffic study of the North Newport Center Phased Land Use Development and Circulation System Improvement Plan pursuant to the Traffic Phasing Ordinance (herein referred to as the TPO approval); 4. Approval of an Affordable Housing Implementation Plan (herein referred to as the AHIP) pursuant to the 2006 General Plan Housing Element; and 5. Approval of a Zoning Implementation and Public Benefit Agreement between the City of Newport Beach and The Irvine Company Concerning North Newport Center (herein referred to as the Development Agreement) pursuant to Newport Beach Municipal Code Section 15.45, Development Agreements The purpose of this Addendum is to analyze the potential differences between the impacts evaluated in the City of Newport Beach General Plan 2006 Update Final EIR, hereafter referred to as the General Plan EIR, and those that would be associated with the North Newport Center Project. As described in detail herein, there are no new significant impacts resulting from these changes nor is there any substantial increase in the severity of any previously identified environmental impacts. The potential impacts associated with these proposed changes would either be the same or less than the anticipated levels ascribed in the certified General Plan EIR. In addition, there are no substantial changes to the circumstances under which future development projects subject to the 2006 General Plan and PC Text would be undertaken. Therefore, in accordance with CEQA Guidelines §15164, this Addendum to the certified General Plan Final EIR is the appropriate environmental documentation for the North Newport Center PC Text. Pursuant to §15367 of the State CEQA Guidelines, the City of Newport Beach (City) is the lead agency for the project. The lead agency is the public agency that has the principal responsibility for carrying out or approving a project that may have a significant effect upon the environment. Newport Beach has the authority for project approval and certification of the accompanying environmental documentation. In taking action on any of the approvals outlined in Section 2.0, Project Description, the City, as the lead agency and decision making body, must consider the whole of the data presented in the General Plan EIR and this Addendum to the General Plan EIR. 1.2 PREVIOUS ENVIRONMENTAL DOCUMENTATION AND DISCRETIONARY ACTIONS The General Plan EIR was certified by the Newport Beach City Council on July 25, 2006, as adequately addressing the potential environmental impacts associated with the buildout of the City of Newport Beach, inclusive of Fashion Island, Block 500, Block 600, and San Joaquin Plaza (North Newport Center). The location of North Newport Center, approvals granted, and actions being addressed as part of this Addendum to the General Plan EIR are further addressed in Section 2.0, Project Description. The adopted 2006 General Plan placed the Q DO ents and SeuNs%swuoAmal SeitirylslTempwary Irrt et F11es10LK78D0ree Mdendum•111807.doo 1 -2 Intnx Addendum to Clry of NewW Beach General Plan 2006 Update EIR following designations on the four sub -areas included in the Project and analyzed full implementation of entitlements for Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Fashion Island Regional Commercial (CR) Block 500 Mixed Use Horizontal 3 (MU -H3) and Open Space (OS) Block 600 Mixed Use Horizontal 3 (MU -H3) and Open Space (OS) San Joaquin Plaza Mixed Use Horizontal 3 (MU -H3) and Open Space (OS) When a project is large and complex, such as a General Plan update, and will be implemented over a multi -year period, a Program EIR enables the lead agency to approve the overall program. When individual activities within the program are proposed, the agency is then required to examine the individual activities to determine if their effects were adequately analyzed in the Program EIR. Consistent with CEQA Guidelines §15162, the lead agency can approve the activities as being within the scope of the project covered by the Program EIR. The State CEQA Guidelines §15168(a) defines a Program EIR as: ...an EIR which may be prepared on a series of actions that can be characterized as one large project and are related either. (1) Geographically, (2) A logical parts in the chain of contemplated actions, (3) In connection with issuance of rules, regulations, plans, or other general criteria to govern the conduct of a continuing program, or (4) As individual activities carried out under the same authorizing statutory or regulatory authority and having generally similar environmental effects which can be mitigated in similar ways. The State CEQA Guidelines §15168(c)(2) states: (2) If the agency finds that pursuant to Section 15162, no new effects could occur or no new mitigation measures would be required, the agency can approve the activity as being within the scope of the project covered by the program EIR, and no new environmental document would be required. As previously noted, CEQA Guidelines §15162(a) states that a subsequent EIR is not necessary in the absence of the following: (1) substantial changes to the project, (2) substantial changes to the project circumstances, or (3) new information of substantial importance. Use of a Program EIR for the update of the General Plan afforded the City many advantages that would not be realized if projects had been evaluated on an action -by- action basis. These advantages are outlined in CEQA Guidelines §15168(b), which states: "The Program EIR can: (1) Provide an occasion for a more exhaustive consideration of effects and aftematives than would be practical in an EIR on an individual action, (2) Ensure consideration of cumulative impacts that might be slighted in a case - by -case analysis, (3) Avoid duplicative reconsideration of basic policy considerations, C)Docun wand SetU Asvoo&La l SeNrpsSTemporsry Weme FamOLK7MDraflPddmka 111907.doo 1 -3 Intros Addendum to City of Newport Beach General Plan 2006 update EIR (4) Allow the Lead Agency to consider broad policy alternatives and program - wide mitigation measures at an early time when the agency has greater flexibility to deal with basic problems or cumulative impacts, and (5) Allow reduction in paperwork." Page 1 -1 of the General Plan EIR states: "This EIR has been prepared as a Program EIR pursuant to Section 15168 of the CEQA Guidelines... This EIR will review the existing conditions of the City of Newport Beach and the Planning Area, analyze potential environmental impacts from implementation of the proposed General Plan Update, identify policies from the proposed General Plan Update that serve to reduce and minimize impacts, and identify additional mitigation measures, if necessary, to reduce potentially significant impacts of the General Plan Update." Page 1 -4 of the General Plan EIR states: "This EIR has been prepared to analyze potentially significant environmental impacts associated with future development resulting from implementation of the proposed General Plan Update, and also addresses appropriate and feasible mitigation measures or project alternatives that would minimize or eliminate these impacts." Page 1 -5 states: "The proposed General Plan Update will serve as a comprehensive document that will guide future potential growth and development within the City... The EIR will analyze all aspects of the proposed General Plan Update to determine whether any aspect of the project, either individually or cumulatively, may cause a significant effect on the environment with regards to the environmental issues [identified in the EIR]." As such, the General Plan Final EIR assessed potential impacts associated with the implementation of land uses set forth in the General Plan, including land use changes due to full implementation of entitlements for Fashion Island, Block 500, Block 600, and San Joaquin Plaza under the General Plan Update. Page 3 -15 of the General Plan EIR states: "The Plan allows for expanded retail opportunities at Fashion Island, including an additional anchor department store and ancillary shops, another hotel or additions to existing hotels, and 600 additional housing units." The Draft EIR for the City of Newport Beach General Plan Update analyzed 600 housing units in Newport Center, which includes Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Through Planning Commission and City Council hearings the 600 housing units were reduced to a maximum of 450 units. This reduction is reflected in Volume 1A -Final Environmental Impact Report (Draft EIR Changes and Responses to Comments). The 2006 General Plan also documented the approval of these 450 residential units for Newport Center.a Of the 450 units permitted in Newport Center by the adopted 2006 General Plan, 430 units are incorporated into this proposed PC Text Amendment. Previous Discretionary Actions The following City of Newport Beach Ordinances and Resolutions related to development of the four sub -areas are listed below and incorporated herein by reference and made a part hereof: Fashion Island Planned Community Development Plan (adopted November 23,1987) Amendment No. 632, Ordinance No. 87-45, November 23, 1987 Amendment No. 699; Resolution No. 90-7, February 12, 1990 Amendment No. 701, Resolution No. 91 -22, March 11, 1991 Amendment No. 811, Resolution No. 94 -102, November 14, 1994 a City of Newport Beach, General Plan, July 25, 2006, Table LU -2, pages 3 -18 to 3-20. C Ommeras and Seain0sWmPWL%a1 5e0,gsUT porary Intemet Ft1"%0LK76DMW Adderdumt I1WT.doa 1-4 Intros Addendum to City of Newport Beach General Plan 2006 Update EIR Amendment No. 825, Resolution No. 95 -115, October 9, 1995 Amendment No. 889, Ordinance No. 99 -27, November 8, 1999 PD 2002 -002, Ordinance No. 2003 -001, January 28, 2003 Block 500 Amendment No. 827, Ordinance No. 95-32, August 28, 1995 San Joaquin Plaza Ordinance No. 1649, adopted by the City of Newport Beach on December 22, 1975 (Amendment No. 455) Amendment No. 1: March 12, 1979, P.C. Amendment No. 527; Resolution No. 9517 Amendment No. 2: November 23, 1987, P.C. Amendment No. 653; Resolution No. 87 -164 Amendment No. 3: January 13, 1992, P.C. Amendment No. 729; Resolution No. 92-5 Amendment No. 4: April 27, 1992, P.C. Amendment No. 755; Resolution No. 92-33 Amendment No. 5: October 9, 1995, P.C. Amendment No. 825, Resolution No. 95 -115 Amendment No. 6: March 22, 2005, Code Amendment No. 2004 -013; Resolution No. 1656, Ordinance 2005 -3 Block 600 Ordinance No. 1719, adopted by the City of Newport Beach .on March 28, 1977 (Amendment No. 483) Ordinance No. 92-45, adopted by the City of Newport Beach on November 9, 1992 (Amendment No. 771) GPA 97 -3 (D), adopted by the City of Newport Beach on June 22, 1998 (Resolution No. 98- 48) C:V) ems and SeUftsWwoodiL=I Se OgslTempmry IMH ei RhWOLK78MOIaII Addend 111g07.d 1 -5 Intent Addendum to City of Newport Beach General Plan 2006 Update EJR SECTION 2.0 PROJECT DESCRIPTION 2.1 PROJECT LOCATION Fashion Island, Block 500, Block 600, and San Joaquin Plaza are located in Newport Center in the City of Newport Beach, California. As depicted in Exhibit 1, Newport Center is generally bound by San Joaquin Hills Road to the northeast, MacArthur Boulevard to the southeast, Jamboree Road to the northwest, and Coast Highway to the southwest. Fashion Island is an approximate 75 -acre regional shopping center located in the center of Newport Center; Newport Center Drive is a ring road that connects to a roadway system providing access to the various blocks that form Newport Center. Block 500 (approximately 15 acres) is generally bound by San Joaquin Hills Road to the northeast, an internal access road and Avocado Avenue to the south, Newport Center Drive to the southwest, and Santa Rosa Drive to the west. Block 600 (approximately 25 acres) is generally bound by San Joaquin Hills Road to the northeast, Santa Rosa Drive to the southeast, Newport Center Drive to the southwest, and Santa Cruz Drive to the west. San Joaquin Plaza (approximately 23 acres) is generally bound by San Joaquin Hills Road to the northwest, San Clemente Drive to the south, Santa Cruz Drive to the east, and Santa Barbara Drive and internal access roads to the west. The four sites are depicted on Exhibit 2. The areas surrounding Fashion Island, Block 500, Block 600, and San Joaquin Plaza are developed. To the north of Block 500, Block 600, and San Joaquin Plaza across San Joaquin Hills Road, land uses include residential and a golf course within The Big Canyon Planned Community (PC 8). Uses to the south of Fashion Island are predominately commercial. To the south of Block 500 are medical and commercial office uses. To the south of San Joaquin Plaza are multi - family residential and commercial office uses. To the west are commercial uses, residential uses, the Marriott Hotel, and the Newport Beach Country Club. To the east, across MacArthur Boulevard are residential uses. 2.2 PROJECT CHARACTERISTICS 2.2.1 NORTH NEWPORT CENTER PC TEXT The City of Newport Beach Municipal Code allows a "Planned Community District" to address land use designation and regulations in Planned Communities. The proposed project is the adoption of the North Newport Center PC Text, which incorporates Fashion Island, Block 600, and portions of Block 500 and San Joaquin Plaza owned by The Irvine Company (Applicant) into a single Planned Community District. Concurrently, the existing Block 500 PC Text and the San Joaquin Plaza PC Text would be amended to remove identified portions of Block 500 and San Joaquin Plaza from their respective Planned Community Districts, and the Newport Beach Zoning Code would be amended to remove Block 600 from the Administrative Professional Financial zoning district. The purposes of a Planned Community District, as stated in the Municipal Code are as follows: 20.35.10 Specific Purposes The PC district is intended to: A. To provide for the classification and development of parcels of land as . coordinated, comprehensive projects so as to take advantage of the C1DO MWm end SeWngslswoodd w l SepingslTempomry IMa Files10LKMD%Dr A eMU i 11W.d 2 -1 Env* Addendum to City of Newport Beach General Plan 2006 Update EIR superior environment which can result from large -scale community planning; B. To allow diversification of land uses as they relate to each other in a physical and environmental arrangement while insuring substantial compliance with the spirit, intent and provisions of this Code; C. To include various types of land uses, consistent with the General Plan, through the adoption of a development plan and text materials which set forth land use relationships and development standards. The PC Text has been prepared to implement and be consistent with the adopted 2006 City of Newport Beach General Plan (General Plan) and City.of Newport Beach General Plan 2006 Update Final EIR (General Plan EIR). The proposed PC Text reflects the uses and designations permitted under the 2006 General Plan. No changes to the existing 2006 General Plan land use designations are required. The existing General Plan land uses designations for the four sub- areas are as follows: Fashion Island Regional Commercial (CR) Block 500 Mixed Use Horizontal 3 (MU -H3) and Open Space (OS) Block 600 Mixed Use Horizontal 3 (MU -H3) and Open Space (OS) San Joaquin Plaza Mixed Use Horizontal 3 (MU -H3) and Open Space (OS) The existing zoning designations for the four sub -areas are as follows. Adoption of the North Newport Center PC Text would incorporate Fashion Island, Block 600, and portions of Block 500 and San Joaquin Plaza owned by The Irvine Company (Applicant) to create the North Newport Center PC Text. The existing and proposed zoning designations are shown on Exhibit 3. Fashion Island Planned Community (PC -35 Fashion Island) Block 500 Planned Community (PC-46 Block 500) Block 600 Administrative, Professional, Financial (APF); Open Space (OS) San Joaquin Plaza Planned Community (PC -19 San Joaquin Plaza) As identified on Table 1, the proposed amendment to the PC Text would incorporate the intensities set forth in the adopted 2006 General Plan. Future implementation of entitlements for Fashion Island, Block 500, Block 600, and San Joaquin Plaza would not allow for any increase in development intensities beyond that permitted by the General Plan for these sub - areas. The PC Text identifies the permitted land uses and development standards that will be used to guide future development. As previously noted, Fashion Island is a regional shopping center located in the center of the larger Newport Center area. The proposed PC Text envisions Fashion Island to incorporate uses including retail, restaurants, bars, theater /nightclubs and services. The proposed PC Text provides that Blocks 500 and 600 and San Joaquin Plaza may be developed as a regional mixed use center incorporating administrative,. professional, and financial uses together with hotel and residential uses and retail and other commercial uses. C:%D=meme and 8ettugsW*wd%L=1 Setdnps\Temp=ry Internet RIes1OLK78D1Dra@PddwxkU 11IM7.d c 2 -2 Envir Addendum to City of Aewport Beach General Plan 2006 Update EIR TABLE 1 DEVELOPMENT AREA SUMMARY 2.2.2 TRANSFER OF DEVELOPMENT RIGHTS The 2006 General Plan also allows a transfer of development rights within Newport Center in accordance with the following Land Use Element policy: LU 6.14.3 Transfers of Development Rights Development rights may be transferred within Newport Center, subject to the approval of the City with the finding that the transfer is consistent with the General Plan and that the transfer will not result in any adverse traffic impacts. As part of the Project, The Irvine Company, herein referred to as Applicant, is proposing to transfer a portion of the. existing development rights from Block 600 to Block 500. The transfer includes the conversion of 165 unbuilt hotel rooms to office space, and the transfer of this entitlement to Block 500. It also includes . the removal. of the following existing uses from Block 600, and transfer of this entitlement to Block 500: 17,300 square feet (so of health club, 16,444 sf of restaurant, and 8,289 sf of office. Up to 72,000 sf of the transferred development rights could be used for a new City Hall in Block 500. 2.2.3 PHASED LAND USE DEVELOPMENT AND CIRCULATION IMPROVEMENT PLAN (TPO APPROVAL) The Project is not expected to be completed within 60 months of approval, and it includes a circulation improvement plan, explained in detail in the Development Agreement. The Project therefore qualifies as a Phased Land Use Development and Circulation Improvement Plan under the City's Traffic Phasing Ordinance, Municipal Code §15.40.030.B.2. A traffic study has been prepared pursuant to the Traffic Phasing Ordinance, and "feasible mitigation° (consistent with the 2006 General Plan Circulation Element) is part of the Project. This mitigation is that the Applicant will construct a third eastbound turn lane at the intersection of MacArthur Boulevard and San Joaquin Hills Road. Consistent with the TPO, this improvement will be completed early in the development phasing (i.e., before issuance of a certificate of occupancy for the first building [other than a parking structure]) constructed as part of the Project, but in no event later than 60 months from the operative date of the Development Agreement. In addition, the Applicant will work with the City on design and development of circulation enhancements in the Mowmmts and SMW5Ww0oCftLO 1SedrtQATropaary D INm Faes%OLM Dmft AddendumlltsW.dw 2 -3 Envir San J1#uin, F Fashiomistand BTock 500 ` - r3tock "600 #Plaza " tartd Use (75 acres) (i5,28.actes) (2^ &acres) (232 acres),.., Tamil Regional Commercial 1,619,525 sf 0 0 0 1,619,525 sf' Movie Theatre 1,700 seats 1,700 seats (27,500 sf) (27,500 sf) Hotel (a) (b) 425 rooms (b) (b) 490 rooms Residential 0 (c) (c) (c) 430 du OfficefCommercial 0 285,142 sf 1,001,634 sf 337,261 sf 1,746,979 sf sf. square feet du: dwelling unit a Hotel rooms are permitted In Fashion Island through the transfer of available square footage. b 65 hotel rooms may be relocated In either Block 500, Block 600, or San Joaquin Plaza. In no case shall the total number of hotel rooms in the Fashion Island/Block 500 /Block 600ISan Joaquin Plaza Planned Community exceed 490. c. Residential units are permitted in Block 500, Block 600, and San Joaquin Plaza. In no case shall the total number of dwelling units exceed 430. 2.2.2 TRANSFER OF DEVELOPMENT RIGHTS The 2006 General Plan also allows a transfer of development rights within Newport Center in accordance with the following Land Use Element policy: LU 6.14.3 Transfers of Development Rights Development rights may be transferred within Newport Center, subject to the approval of the City with the finding that the transfer is consistent with the General Plan and that the transfer will not result in any adverse traffic impacts. As part of the Project, The Irvine Company, herein referred to as Applicant, is proposing to transfer a portion of the. existing development rights from Block 600 to Block 500. The transfer includes the conversion of 165 unbuilt hotel rooms to office space, and the transfer of this entitlement to Block 500. It also includes . the removal. of the following existing uses from Block 600, and transfer of this entitlement to Block 500: 17,300 square feet (so of health club, 16,444 sf of restaurant, and 8,289 sf of office. Up to 72,000 sf of the transferred development rights could be used for a new City Hall in Block 500. 2.2.3 PHASED LAND USE DEVELOPMENT AND CIRCULATION IMPROVEMENT PLAN (TPO APPROVAL) The Project is not expected to be completed within 60 months of approval, and it includes a circulation improvement plan, explained in detail in the Development Agreement. The Project therefore qualifies as a Phased Land Use Development and Circulation Improvement Plan under the City's Traffic Phasing Ordinance, Municipal Code §15.40.030.B.2. A traffic study has been prepared pursuant to the Traffic Phasing Ordinance, and "feasible mitigation° (consistent with the 2006 General Plan Circulation Element) is part of the Project. This mitigation is that the Applicant will construct a third eastbound turn lane at the intersection of MacArthur Boulevard and San Joaquin Hills Road. Consistent with the TPO, this improvement will be completed early in the development phasing (i.e., before issuance of a certificate of occupancy for the first building [other than a parking structure]) constructed as part of the Project, but in no event later than 60 months from the operative date of the Development Agreement. In addition, the Applicant will work with the City on design and development of circulation enhancements in the Mowmmts and SMW5Ww0oCftLO 1SedrtQATropaary D INm Faes%OLM Dmft AddendumlltsW.dw 2 -3 Envir Addendum to City or Newport Beach General Plan 2006 Update E!R North Newport Center area, consistent with the General Plan Circulation Element, including widening of Avocado Avenue between San Miguel Drive and San Nicolas Drive, dedication of public right -of -way and enhancement of San Miguel Drive between MacArthur Boulevard and Avocado Avenue, and installation of traffic signals on Newport Center Drive. 2.2.4 AFFORDABLE HOUSING IMPLEMENTATION PLAN (AHIP) The 2006 General Plan Housing Element requires an Affordable Housing Implementation Plan (AHIP) for any development including more than 50 dwelling units. The North Newport Center AHIP describes how the Applicant would provide affordable housing to meet the Housing Element goal of 15 percent. The Applicant may build new affordable units, restrict income and rent levels for existing apartments in the vicinity of North Newport Center, or a combination of these methods. The exact number of units may vary, depending on the income levels served, and all units must be affordable for a period of 30 years. 2.2.5 DEVELOPMENT AGREEMENT As a part of the project, a Development Agreement is proposed between the City of Newport Beach and The Irvine Company. Key provisions of the proposed Development Agreement are as follows. • Cancellation of Circulation Improvement and Open Space Agreement and Bonita Canyon Annexation and Development Agreement • Vesting of North Newport Center development rights for 20 years • Payment of in -lieu park fees for 430 residential units, including early payment of a portion of fees as matching grant for OASIS Senior Center • Payment of public benefit fee to fund construction of new City Hall building or other municipal purpose • Circulation enhancements in the North Newport Center area • Four -year option for the City to purchase a site in Block 500 for City Hall as well as the use of 375 parking spaces. • Dedication of the site north of San Miguel Drive, west of MacArthur Boulevard, south of San Joaquin Hills Road and east of Avocado Avenue for open space, if a new City Hall is constructed on a site in Newport Center other than Block 500 • Limit on future increases in development fees • Limit on future amendments to Municipal Code pertaining to development of the North Newport Center property 2.2.6 DISCRETIONARY ACTIONS The City of Newport Beach, as the lead agency for the Project, would rely on the City of Newport Beach General Plan 2006 Update Program Final EIR and this Addendum as the primary environmental documentation for the approval of the discretionary actions discussed below. C.lpoaaneme and SewngftwnocnLaW SetthplTempavy lManetFbetOLK7eD1Dre Addendum111907.doc 2-4 Envil Addendum to City of Newport Beach General Plan 2006 Update EIR Approval of the Addendum to the City of Newport Beach General Plan 2006 Update Final Program EIR: The North Newport Center Project requires the acceptance of the environmental document as having been prepared in compliance with CEQA and the State and City CEQA Guidelines, as well as certification that the information contained in the City of Newport Beach General Plan 2006 Update Final Program EIR and this Addendum was considered in the final decisions on the Project. Approval of the Planned Community Development Plan and Design Regulations Amendment No. PD2007 -003 as the North Newport Center Planned Community Development Plan and Design Regulations: The Project includes the adoption of the North Newport Center Planned Community Development Plan to incorporate Fashion Island, Block 600, and portions of Block 500 and San Joaquin Plaza owned by The Irvine Company into one PC District, and to provide consistency between the 2006 General Plan and the zoning designation for the four sub -areas of North Newport Center. Additionally, the Block 500 and San Joaquin Plaza PC Texts would be modified to remove areas to be included in the North Newport Center PC Text. • Code Amendment CA2007 -007: An amendment to Municipal Code is required to change the zoning classification of Block 600 from Administrative Financial Professional (APF) to Planned Community (PC) District and the open space comer lots in Block 500 and Block 600 from the Open Space (OS) District to the Planned Community (PC) District. • Approval of Transfer of Development Rights: The project includes the transfer of development rights from Block 600 to Block 500 pursuant to General Plan policy. The transfer of development rights requires approval of the City Council. • Traffic Study No. TS2007 -001: In accordance with Municipal Code Title 15, Chapter 15.40, the project is a Comprehensive Phased Land Use Development and Circulation System Improvement Plan as all phases of construction are not anticipated to be completed within 60 months of approval and the project is subject to a Development Agreement. As such, a Traffic Phasing Ordinance study has been prepared. • North Newport Center Planned Community Affordable Housing Implementation Plan: An Affordable Housing Implementation Plan is required by the 2006 General Plan Housing Element, and.is included in the Project. • Development Agreement No. DA2007 -002: The Development Agreement between the City and Applicant would vest development rights and establish public benefits to the City. CADocunenls end SMrgslewood,LO 1 Sedngffempomry kWnW Files10LUBMDra t Addend l I1907.doo 25 Envk Addendum to City of Newport Bead/ General Plan 2006 Update EIR SECTION 3.0 ENVIRONMENTAL ANALYSIS The analysis in this document will evaluate if the potential impacts associated with the subsequent approvals outlined in Section 2.0, Project Description, are substantially the same as those addressed in City of Newport.Beach General Plan 2006 Update Final Program EIR. This evaluation includes a determination as to whether Project implementation would result in any new significant impacts or a substantial increase in a previously identified significant impact. If the comparative analysis identifies that there would be no change in impact from that identified in the General Plan EIR, a determination of "No Substantial Change from Previous Analysis" has been made. This analysis provides the City of Newport Beach with the factual basis for determining whether any changes in the project, any changes in circumstances, or any new information since the General Plan EIR was certified require additional environmental review or preparation of a subsequent or supplemental EIR. 3.1 AESTHETICS The following thresholds of significance are as set forth in the General Plan EIR. It states: "For purposes of this EIR, implementation of the proposed project would have a significant adverse impact on aestheticlvisual quality if it would result in any of the following: Have a substantial adverse effect a scenic vista • Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a State scenic highway • Substantially degrade the existing visual character or quality of the site and its surroundings • Create a new source of substantial light or glare, which would adversely affect day or nighttime views in the area" No Substantial Change from Previous Analysis. Aesthetic and visual impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and/or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analysis Have a Substantial Adverse Effect a Scenic Vista Page 4.1 76 of the City of Newport Beach General Plan 2006 Update Final Program EIR (General Plan EIR) identifies that there are no officially designated scenic highways within the City. As such, Fashion Island, Block 500, Block 600, and San Joaquin Plaza are not designated as scenic vistas or located within a scenic preservation zone. Page 4.1 -9 of the General Plan EIR identifies a public coastal view is located along Newport Center Drive from Newport Center Drive east to west extending to Farallon Drive /Granville Drive, the beginning of which is located approximately 0.45 miles south of Block 600 and at the southern edge of Fashion Island. The General Plan EIR states that "...existing and future development would be regulated by the C:1Uowm and 8e 49ASwaodUoW SMngs %Twp=.yk4enelRWIOLK7eDOMRAdda 111907.dm 31 Envir Addendum fo City of Newport Beach General Plan 2006 Updafe EIR proposed General Plan Update policies, and scenic vistas would not be adversely affected. Therefore, impacts to scenic vistas would be less than significant." Substantially Damage Scenic Resources, Including, but not Limited to, Trees, Rock Outcroppings, and Historic Buildings within a State Scenic Highway The General Plan EIR identifies that there are no officially designated scenic highways in the City. State Route 1 (Coast Highway) is eligible for State Scenic Highway designation. Coast Highway is not contiguous to the Project. The General Plan EIR further states "Consequently, because no scenic highways are currently designated within the City, implementation of the proposed General Plan Update would have no impact." Substantially Degrade the Existing Visual Character or Quality of the Site and Its Surroundings The General Plan EIR identifies Newport Center /Fashion Island as an area of high overall visual quality (see page 4.1 -18). It further states "In these areas, new development allowed under the proposed General Plan Update would be done in such a way as to fit into the existing visual setting. Policy LU 1.1 requires that new development 'maintain and enhance' existing development." Policy LU 1.1 states: Maintain and enhance the beneficial and unique character of the different neighborhoods, business districts, and harbor that together identify Newport Beach. Locate and design development to reflect Newport Beach's topography, architectural diversity, and view sheds (See page 4.1 -24) Fashion Island, Block 500, Block 600, and San Joaquin Plaza are within the City's high -rise height limitation zone. Fashion Island height limits range from 40 feet to 125 feet as detailed in Section 5d. Development within Block 500 and Block 600 is permitted up to 375 feet high. The height limit for San Joaquin Plaza is 65 feet. Fashion Island is currently developed with retail, entertainment, services and supporting uses that serve local and regional residents. Block 500 is developed with general office and medical uses. Block 600 is currently developed with high - rise office and hotel buildings. San Joaquin Plaza contains business and professional office uses. Full implementation of entitlements for Fashion Island, Block 500, Block 600, and San Joaquin Plaza would be required to comply with the City's high -rise height limitations, compliment the height of existing buildings in Newport Center, and not create a significant shadow, or shading, impact. Shading describes the effect of shadows cast on adjacent areas by proposed structures. The proposed PC Text requires a that shade and shadow study be prepared for any structure over 200 feet in height that has the potential to affect the residential area located north of San Joaquin Hills Road (Big Canyon). The purpose of the study is to ensure that new development will not result in added shade and shadow to the residential area beyond existing conditions for more than three hours between the hours of 9 AM and ,3 PM Pacific Standard Time, or for more than four hours between the hours of 9 AM and 5 PM Pacific Daylight Time. The General Plan EIR notes that the 2006 General Plan includes policies associated with aesthetic improvements such as landscaping, pedestrian amenities, and design standards for architecture and lighting. Future development projects in North Newport Center would be required to conform to these General Plan standards as well as standards set forth in the PC Text and its Design Regulations. The General Plan EIR states "Thus, the visual character would change as development intensity increased, but the impacts would not be considered CN)oam We Setgngftwod&=l Seings %Tempmen/IMemetF1WXOLK7eMMftAtld d=- 111907.dM 3 -2 Envh Addendum to City of Newport Beach General Plan 2006 Update EIR significantly adverse.... Therefore, the proposed General Plan Update would have a less -than= significant impact on the visual character of developed urban areas." (See page 4.1 -19) Create a New Source of Substantial Light or Glare, Which Would Adversely Affect Day or Nighttime Views in the Area The General Plan EIR notes that the city is primarily built out and currently has significant amounts of ambient light. It further notes that new development could create new sources of light and glare from uses such as exterior building lighting, parking lots and structures, reflective building surfaces, and vehicular headlines. Sources of light and glare could affect adjacent sensitive land uses generally considered to be undeveloped land and residential uses adjacent to commercial or industrial uses. The 2006 General Plan includes policies to address potential nighttime lighting impacts. These include policies to prevent lighting spillage onto adjacent properties while other policies allow the integration of land uses with requirements for addressing lighting for land use compatibility. The General Plan EIR states "Therefore, with implementation of the above - mentioned policies, nighttime lighting impacts and potential spillover would be Ies than significant." (See page 4.1 -22) The proposed Planned Community Development Plan and Design Regulations also contain lighting provisions to implement these General Plan policies. Mitigation Program Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. The following condition is included in the North Newport Center PC Text relating shade and shadow: Prior to issuance of a building permit for a structure over 200 feet in height that has the potential to shade residential areas north of San Joaquin Hills Road, a shade study shall be prepared by the Applicant and submitted to the City. The shade study shall demonstrate that the new development will not add shade to the designated residential areas beyond existing conditions for more than three hours between the hours of 9 AM and 3 PM Pacific Standard Time, or for more than four hours between the hours of 9 AM and 5 PM Pacific Daylight Time. The shade study shall be prepared to the satisfaction of the Planning Director and the Planning Director shall determine conformance with the standards identified herein as part of the plan review process. Level of Significance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR states '...all other project impacts associates with aesthetics and visual resources would be less than significant under the proposed Newport Beach General Plan Update .,2 Finding of Consistency With General Plan EIR 3.2 7 Visual impacts associated with Banning Ranch were found to be unavoidable. Banning Ranch is not a part of the North Newport Center Project. C:1OOCUmerds and Sddnpslaw"Dft=l Seftr,9AT=P=rY kftn Fdes{OLICBOOMR MdendU li IW7.dw 3 -3 Envif Addendum to City of Newport Beach General Plan 2006 Update EIR The General Plan EIR identifies that the topic of Agricultural Resources was focused out because the City of Newport Beach. contains no designated farmland by the California Department of Conservation, Farmland Mapping Program, 3 no land designated Farmland would be converted to non - agricultural use as a result of implementation of the 2006 General Plan, no sites in the City are zoned for agricultural use, and no sites would be affected by a Williamson Act contract. (See page 6 -4) 3.3 AIR QUALITY The following thresholds of significance are as set forth in the General Plan EIR. It states: "For purposes of this EIR, implementation of the proposed project would have a significant adverse impact on air quality if it would result in any of the following: • Conflict with or obstruct implementation of the applicable air quality plan • Violate any air quality standard or contribute substantially to an existing or projected air quality violation • Result in a cumulatively considerable net increase of any criteria pollutant for which the project is in non - attainment under an applicable federal or State ambient air quality standard • Expose sensitive receptors to substantial pollutant concentrations • Create objectionable odors affecting a substantial number of people" No Substantial Change from Previous Analysis. Air quality impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and /or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analysis Conflict With or Obstruct Implementation of the Applicable Air Quality Plan Result in a Cumulatively Considerable Net Increase of any Criteria Pollutant for Which the Project Is In Non - Attainment Under An Applicable Federal Or State Ambient Air Quality Standard The General Plan EIR identifies that projects that are consistent with the South Coast Air Quality Management District (SCAQMD) 2003 Air Quality Management Plan (AQMP) are those whose use and activities are consistent with the applicable assumptions used in the 3 California Department of Conservation, Farmland Mapping Program, Important Farmland in California 2004 Map (2004) C?DO u n r is and SeftVQslswcc0L=1 Settingff mp ry Internet FiW10LK78MDrafi Addendw 111807.Cac 3d EnA Addendum to Oy of NemWd Beach General Plan 2008 Update EIR development of the AQMP. Because the growth projections assumed for buildout of the 2006 General Plan are higher than what would have been assumed in the AQMP, the "...proposed General Plan Update would not be consistent with the AQMP attainment forecasts and attainment of the standards could be delayed.... this impact would be significant." This was identified as a project and cumulative unavoidable impact. As previously identified in Table 1 of this Addendum, total development (existing and future) for Fashion Island is 1,619,525 sf of regional commercial uses and 1,000 movie theatre seats; hotel uses are permitted through a transfer of development rights. Total development (existing and future) for Block 600 is 1,001,634 sf of office /commercial and 425 hotel rooms. Total office /commercial development is 285,142 sf for Block 500 and 337,261 sf for San Joaquin Plaza. In addition, 430 residential units and 65 hotel rooms may be developed in Blocks 500 or 600 or San Joaquin Plaza. Through, the transfer of development rights included in the Project, the entitlement for 165 new hotel rooms and 42,036 sf of officelcommercial use allocated to Block 600 is to be transferred to Block 500 for the development of 205,161 sf of office /commercial use in Block 500.The Project does not propose any new land uses, nor any additional intensity of development, not previously permitted and contemplated in the 2006 General Plan for the four sub - areas. As such, the Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a, previously identified, significant impact as previously analyzed in the General Plan EIR. Violate Any Air Quality Standard or Contribute Substantially to an Existing or Projected Air Quality Violation The General Plan EIR identifies that construction related emissions could be mitigated but would be expected to remain significant and unavoidable. Future development in North Newport Center consistent with the assumptions of the 2006 General Plan may involve excavation, grading operations, building construction, and demolition of existing structures and pavement. All development will be required to comply with standard construction practices as set forth in the SCAQMD Handbook, including best management practices (BMPs) for the control of emissions. BMPs include control of fugitive dust .through watering exposed surfaces, covering exposed ground, and sweeping streets. Additional measures involve construction traffic emission control including ensuring all vehicles and equipment are operating efficiently. It is anticipated that standard control measures would reduce potential impacts of air emissions and odors. Page 4.2 -13 of the General Plan EIR states: "Implementation of the proposed General Plan Update would result in construction emissions that would contribute substantially to an. existing or projected air quality violation." The General Plan EIR evaluated the effects of full implementation of entitlements for Fashion Island, Block 500, Block 600, and San Joaquin Plaza on air quality and accounted for construction impacts. The General Plan EIR concluded that despite implementation of General Plan Policies NR 8.1 through NR 8.5, which would help to reduce construction - related air quality impacts, the development contemplated in the General Plan would result in a significant and unavoidable air quality impact. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Expose Sensitive Receptors to Substantial Pollutant Concentrations CiDoc Ms and 8eNWWWwoodKace18efth93%Temporery oMemat MWOL1780IM4 AddanM 111907.doe 3-5 EM& Addendum to City of Newport Beach General Plan 2006 Update EIR The General Plan notes that the implementation of General Plan land uses is not expected to expose existing or future sensitive uses within the City to substantial carbon monoxide (CO) concentrations. This impact was determined to be less than significant for all uses in the City. As such, this conclusion would also be applicable to the North Newport Center Project. Create Objectionable Odors Affecting a Substantial Number of People Odors can occur from construction activities related to the operation of construction vehicles and the application of architectural coatings. Odors can also occur from operation of uses such as restaurants, manufacturing facilities, etc. The General Plan EIR notes uses such as restaurants are typically required to have ventilation systems; trash receptacles are required by City and Health Department regulations. The General Plan EIR states that "Consequently, implementation of the proposed General Plan Update would not create objectionable odors affecting a substantial number of people within the City and potential impacts would be less than significant." (See page 4.2 -17). No land uses or activities would be permitted in the North Newport Center District that.would result in changes in the conclusions set forth in the General Plan EIR. Climate Change The proposed North Newport Center Project serves to implement the principal goals of the 2006 General Plan. These goals and policies include the following:" • A successful mixed -use district that integrates an economic and commercial center serving the needs of Newport Beach residents and the subregion, with expanded opportunities for residents to live close to jobs, commerce, entertainment, and recreation, and is supported by a pedestrian- friendly environment. • Provide the opportunity for limited residential, hotel, and office development in accordance with the limits specified by Tables LU1 and LU2. • Provide the opportunity for an additional anchor tenant, other retail, and /or entertainment and supporting uses that complement, are integrated with, and enhance the economic vitality of existing development. • Encourage that some new development be located and designed to orient to the inner side of Newport Center Drive, establishing physical and visual continuity that diminishes the dominance of surface parking lots and encourages pedestrian activity. • Encourage that pedestrian access and connections among uses within the district be improved with additional walkways and streetscape amenities concurrent with the development of expanded and new uses. • Encourage that new development in Fashion Island complement and be of equivalent or higher design quality than existing buildings. Reinforce the existing promenades by encouraging retail expansion that enhances the storefront visibility to the promenades and provides an enjoyable retail and pedestrian experience. Ibid., pages 3 -97 to 3-98. CADo em wd sedInpelswomlL l SwingsWempmry lnl tFIWXOLK76DOD A wd"mai IWddd 3-6 Envit Addendum to City of Newport Beach General Plan 2006 Update EIR Full implementation of entitlements for Fashion Island, Block 500, Block 600, and San Joaquin Plaza consistent with the 2006 General Plan will assist the City in achieving its General Plan goals. Regarding long- term air quality impacts, the General Plan EIR states that the nature of Newport Center has the capacity to contribute to decreases in vehicle miles traveled because the project area promotes a mixed -use, pedestrian- friendly district.5 The Project is not expected to result in any climate change impacts due to greenhouse gas emissions beyond the impacts of the development set forth in the General Plan EIR. The General Plan EIR analyzed air quality impacts associated with buildout of future development in the City, inclusive of Fashion Island, Block 500, Block 600, and San Joaquin Plaza. The analysis included carbon dioxide (CO2) and other greenhouse gas emissions. As discussed above, the Project would not generate any new air quality impacts not already identified in the General Plan EIR. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. With respect to global climate change resulting from greenhouse gas emissions, no "new information of substantial importance" on climate change is now available that was not known and could not have been known when the City approved the General Plan EIR in 2006. For example, in 1979, the National Research Council published "Carbon Dioxide and Climate: A Scientific Assessment," which concluded that climate change was an accelerating phenomenon partly due to human activity. Numerous studies. conducted before and after the National Research Council report reached similar conclusions. The State of California adopted legislation in 2002 requiring the California Air Resources Board to develop regulations limiting greenhouse gas emissions from automobiles. Consideration of strategies to control emissions of greenhouse gases which may contribute in some manner to global climate change is under consideration at all regulatory levels; however, there is no one agency responsible for regulating greenhouse gases, and there are no established standards to evaluate the significance of greenhouse gas emissions. However, the most common greenhouse gas emissions are from vehicle emissions (both construction and operational) and operational emissions from energy consumption. These issues have been addressed in General Plan EIR. Analyses prepared for or by California State Agencies on climate change issues do not provide for the provision of specific measures to incorporate into particular projects to reduce greenhouse gas emissions, except for generalized recommendations about such matters as encouraging jobs /housing proximity. The California Energy Commission recently explained that accessibility and mixed use are two factors that reduce vehicles trips, which are a major source of greenhouse gas emissions in California." The Project's incremental contribution to any cumulative global climate change impact is mitigated by various characteristics of the Project that serve to render its contribution less than cumulatively considerable. One of the main concerns raised by those concerned about the effect of greenhouse gases on climate change is that "leap frog " -type development would serve to potentially increase the number of vehicle miles traveled and consequently increase those vehicular emissions (i.e., CO2 that contribute to greenhouse gases). The Project would allow for 5 City of Newport Beach, Final Environmental Impact Report for the General Plan 2006 Update (State Clearinghouse No. 2006011119), July 26, 2006, page 4.2 -12. " California Energy Commission, The Role of Land Use in Meeting California's Energy and Climate Change Goals, Draft, June 26, 2007, pages 7,17-19. CSDOC4m end Settbigeleno QCW SedipalTe PMrY 1 d t FRIMOLK7e010rafi Addlltlu 111907.dw 3-7 Envh Addendum to City of Newport Beach General Plan 2006 Update EIR in -fill, mixed use development in an urbanized setting thereby providing opportunities to reduce vehicle trips. Mitigation Program Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Level of Significance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that there are no feasible mitigation measures to reduce the impact of increased population on implementation of the AQMP; to reduce cumulative impacts associated with construction emissions; or to reduce operational activities. These impacts would be significant and unavoidable. Finding of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. 3.4 BIOLOGICAL RESOURCES The following thresholds of significance are as set forth in the General Plan EIR. It states: "For purposes of this EIR, implementation of the proposed project would have a significant adverse impact on biological resources if it would result in any of the following: • Have a substantial adverse effect, either directly or indirectly through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or the CDFG or USFWS • Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations or by the CDFG or USFWS • Have a substantial adverse effect on federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, .vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means • Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites • Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or ordinance C:1 Mans and Set&gslswwMLOCal Seiftffempowy ldemet iilasmKmWreX Addendum •777907.doo 3.8 Envi! Addendum to City of Newport Beach General Plan 2006 Update EIR • Conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan" No Substantial Change from Previous Analysis. Biological resources impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and /or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analysis Have a Substantial Adverse Effect, Either Directly or Indirectly Through Habitat Modiflcations, On Any Species Identified as .a Candidate, Sensitive, or Special Status Species in Local or Regional Plans, Policies, or the CDFG or USFWS Have a Substantial Adverse Effect on Any Riparian Habitat or Other Sensitive Natural Community Identified in Local or Regional Plans, Policies, Regulations or By the CDFG or USFWS Have a Substantial Adverse Effect on Federally Protected Wetlands as Defined By Section 404 Of The Clean Water Act (Including, But Not Limited To, Marsh, Vernal Pool, Coastal, Etc.) Through Direct Removal, Filling, Hydrological Interruption, or Other Means Interfere Substantially With the Movement of Any Native Resident or Migratory Fish or Wildlife Species or With Established Native Resident or Migratory Wildlife Corridors, or Impede the Use of Native Wildlife Nursery Sites Conflict with Any Local Policies or Ordinances Protecting Biological Resources, Such As a Tree Preservation Policy or Ordinance Conflict with the Provisions of an Adopted Habitat Conservation Plan, Natural Community Conservation Plan, or Other Approved Local, Regional, or State Habitat Conservation Plan Fashion Island, Block 500, Block 600, and San Joaquin Plaza are located within Newport Center, a built urban environment. Landscaped areas within Fashion Island, Block 500, Block 600, and San Joaquin Plaza include non - native landscape materials including turf, trees, and plants. No wetlands or riparian habitat community exist in the sub - areas. The project would not have a substantial adverse effect on any species identified by the California Department of Fish and Game and the U.S. Fish and Wildlife Service as a species for concern because the site has been developed for the past 40 years and contains no habitat suitable for wildlife. Landscaping may be removed as a result of future development. The General Plan EIR notes that development could result in the removal of mature trees that may be used as perching and nesting sites for migratory birds and raptors. The General Plan EIR identifies mitigation associated with this potential impact and states "With compliance with these policies, impacts would be less than significant...." The County of Orange Natural Community Conservation Plan (NCCP) and the Habitat Conservation Plan (HCP) surveyed and mapped habitat vegetation and species throughout the County, including the four subareas. No candidate, sensitive or special status species were QOD m" andSetlirps%s dkL c 8e ngffwpmry koa FtWWU(?8DMwaflPddenda liiw.d 3 -9 Envu Addendum to City of Newport Beach General Plan 2006 !Update EIR identified in the vicinity of the site. 7 Additionally, North Newport Center is identified as having no conservation value and is not included in the NCCP or HCP. The General Plan EIR analyzes the potential biological effects associated with buildout of the 2006 General Plan, including Fashion Island, Block 500, Block 600, and San Joaquin Plaza. These sites would be required to comply with applicable 2006 General Plan policies regarding biological resources. Pages 4.3 -22, 4.3 -24, and 4.3 -27 of the Biological Resources Analysis in the General Plan EIR address development in Newport Center, inclusive of Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Page 4.3 -27 identifies that that the 2006 General Plan policies ensure that build -out consistent with the General Plan would not impact native, resident, or migratory wildlife species or corridors. Mitigation Program Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Level of Significance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that compliance with existing federal, State, and local regulations would mitigate biological resources impacts to a level considered less than significant. Finding of Consistency With General PIan.EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes Would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. 3.6 CULTURAL RESOURCES The following thresholds of significance are as set forth in the General Plan EIR. It states: "For purposes of this EIR, implementation of the proposed project would have a significant adverse impact on cultural resources if it would result in any of the following: • Cause a substantial adverse change in the significance of a historical resource as defined in Section 15064.5 • Cause a substantial adverse change in the significance of an archaeological resource pursuant to Section 15064.5 • Directly or indirectly destroy a unique paleontological resource or site or unique geologic feature • Disturb any human remains, including those interred outside of formal cemeteries" 7 U.S. Department of Interior Fish and Wildlife Service, Natural Community Conservation Plan, Habitat Conservation Plan, EIR, and EIS -County of Orange Central and Coastal Subregion, May 1996. C:Ta mmW and Se9hgslswoodUwl SeW gskTe Wmg lmertxll FilestOLK7eD+Dr AtlEenU 111907.doc 3 -10 Envir Addendum to City of Newpod Beach General Plan 2006 Update EIR No Substantial Change from Previous Analysis. Cultural resources impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and /or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analysis Cause a Substantial Adverse Change in the Significance of a Historical Resource as Defined In Section 15064.5 The four sub -areas of the North Newport Center PC District are not identified as a historic area or an area containing historical resources by the City of Newport Beach General Plan. The Project would not result in any adverse physical or aesthetic effects to any building, structure, or object having historical, cultural, or religious significance. As such, no historic resources would be impacted by the Project. Cause a Substantial Adverse Change in the Significance of an Archaeological Resource Pursuant To Section 15064.5 Disturb Any Human Remains, Including Those Interred Outside of Formal Cemeteries The General Plan EIR notes that ground- disturbing activities can damage or destroy archaeological and /or Native American. cultural resources. The 2006 General Plan contains policies to ensure the protection of such resources. The General Plan EIR states that "...implementation of the proposed General Plan Update policies would ensure that impacts to archaeological and Native American cultural resources would be less than significant...." (See page 4.4 -16) The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Directly or Indirectly Destroy a Unique Paleontological Resource or Site or Unique Geologic Feature Paleontological resources may be present in fossil- bearing soils and rock formations below the ground surface. Ground - disturbing activities in these soils and formations have the potential to damage or destroy these resources. The General Plan EIR states that compliance with General Plan policies '...would reduce this impact to a less- than - significant level by ensuring that paleontological resources would be subject to scientific recovery and evaluation..." (See page 4.4 -17) The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Mitigation Program Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. C:l0a Wt$ and SW!ngslswoodVl l SeakigslTampmry fMe PIIea10LK7W0mfl Addandu 111907.d= 3-11 EM41 Addendum to City of Newport Beach General Plan 2006 Update EIR Level of Significance After Mitigation Consistent with the findings of the General Pla n impacts to archaeological and paleontological mitigated to a level considered less than significant Finding of Consistencv With General Plan EIR EIR, the General Plan EIR identifies that resources, and human remains could be Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. 3.6 GEOLOGY, SOILS, AND MINERAL RESOURCES The following thresholds of significance are as set forth in the General Plan EIR. It states: "Implementation of the proposed General Plan Update would result in a significant impact if the project would: • Expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving - Rupture of a known, earthquake fault, as delineated on the most recent Alquist - Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault - Strong seismic ground shaking - Seismic - related ground failure, including liquefaction - Landslides • Result in substantial soil erosion or the loss of top soil • Be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the project, and potentially result in on- or off -site landslide, lateral spreading, subsidence, liquefaction or collapse • Be located on expansive soil, as defined in Table 18 1 B of the Uniform Building Code (1994), creating substantial risks to life or property Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the State • Result in the loss of availability of a locally important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan" No Substantial Change from Previous Analysis. Geology, soils, and mineral resources impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and /or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. c:Wo MMW• S"Ings'&Wo lawl SWhVsW=POMry Int~ ReMOLMoarie Addaxdml 1190T o< 3-12 Envir Addendum to City of Newpod Beach General Plan 2006 Update EIR Summary Analysis Expose People or Structures to Potential Substantial Adverse Effects, Including the Risk of Loss, Injury, or Death Involving the Rupture of a Known Earthquake Fault, Strong Ground Shaking, Seismic - Related Ground Failure, or Landslides The General Plan EIR notes that there are no Alquist -Priolo zones in the City; no impact would result. Policies are provided in the 2006 General Plan to ensure that adverse effects caused by seismic and geologic hazards are minimized. Moderate to large earthquakes would cause ground shaking in Newport Center, inclusive of Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Compliance with regulations and policies of the General Plan EIR would ° ... ensure that impacts related to strong seismic ground shaking remain at a less -than- significant level." With respect to seismic-related ground failure, none of Newport Center is in an identified liquefaction area. Result In Substantial Soil Erosion or the Loss of Top Soil With respect to top soil, the General Plan EIR notes that most of the City is built out and top soil is not an issue. With respect to soil erosion, shoreline areas and coastal bluffs are highly susceptible to erosion from wave action and stream erosion. The four sub -areas are not located near the coast or bluff areas. All demolition and construction activities are required to comply with the California Building Code and other regional and local regulations (e.g., State Water Resources Control Board provisions) that require the implementation of measures to reduce soil erosion. The General Plan EIR identifies that potential impacts would be mitigated to a less than significant level. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Be Located on Expansive Soil, as Defined In Table 18 1 B of the Uniform Building Code (1994), Creating Substantial Risks to Life or Property The General Plan EIR considered buildout of the City, inclusive of Fashion Island, Block 500, Block 600, and San Joaquin Plaza in its geology analysis. Page 4.5 -13 of the General Plan EIR discusses the General Plan Update's concentration of development in areas including Fashion Island, Block 500, Block 600, and San Joaquin Plaza, and notes that the impact is considered less than significant. All four sub -areas have been subject to development which has required the analysis of soil conditions. With respect to soil characteristics, the certified Final EIR for the Island Hotel (formerly Four Seasons), dated October 21, 1983, discussed geology and soils in Newport Center. The Final EIR states that Newport Center is: ...part of an uplifted marine terrace of Pleistocene age. The marine terrace soils are composed essentially of weakly cemented to loose sands and silty sands which in parts of Newport Center reach a depth of as much as 50 feet. The upper one to two feet of this material have weathered to form a moderately expansive, clayey soil. The Pleistocene sediments are underlain by Gay shales, clay siltstones, and sandstones of Miocene age, Monterey Formation. Because policies of the General Plan require that development not be located on unstable soils or geologic units, the General Plan EIR found that the potential impact was less than significant. The Uniform Building Code and California Building Code include regulations governing c:XD � e settingsbwcomlocm segiegAT"P my In WrM Fibel0LK7eolDMft aeoew 1119074= 3-13 Env# Addendum to City of Newport Beach General Plan 2016 Update EIR seismically resistant construction and construction to protect people and property from construction and building hazards. Result in the Loss of Availability of a Known Mineral Resource That Would Be Of Value to the Region and the Residents of the State Result in the Loss of Availability of a Locally Important Mineral Resource Recovery Site Delineated on a Local General Plan, Specific Plan, or Other Land Use Plan The General Plan EIR notes that implementation of the 2006 General Plan would not result in the loss of availability of known mineral resources of value to the region or the State. No impacts would occur. Mitigation Program Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Level of Significance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that impacts to geology and soils could be mitigated to a level considered less than significant. No mineral resources were identified. Finding of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. 3.7 HAZARDS AND HAZARDOUS MATERIALS The following thresholds of significance are as set forth in the General Plan EIR. It states: "Implementation of the proposed project may have a significant adverse impact to the public or the environment through hazards and hazardous materials if it would result in any of the following: Create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment • Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one - quarter mile of an existing or proposed school C.10= to and s•dirgskwoomLa l Wl gOTempmary IMF FR55WLK7eDlereR Adder,dUm 1 I I90TAUC 3-14 ErMf Addendum to City of Newport Beach General Plan 2006 Update EIR • Be located on a site which is included on a list of hazardous materials site compiled pursuant to Government Code Section 65862.5, and as a result, would create a significant hazard to the public or the environment • For a project located within an airport land use plan, or where such a plan has not been developed, within two miles of a public airport or public use airport, result in a safety hazard for people residing or working in the project area • Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan • Expose people or structures to a significant risk of loss, injury or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands° No Substantial Change from Previous Analysis. Hazards and hazardous material - related impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and/or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analysis Create a Significant Hazard to the Public or the Environment through the Routine Transport, Use, or Disposal of Hazardous Materials Emit Hazardous Emissions or Handle Hazardous or Acutely Hazardous Materials, Substances, or Waste within One- Quarter Mile of an Existing or Proposed School Be Located on a Site Which is Included On A List Of Hazardous Materials Site Compiled Pursuant To Government Code Section 65962.5, and as a Result, Would Create a Significant Hazard To The Public Or The Environment Impair Implementation Of or Physically interfere With an Adopted Emergency Response Plan or Emergency Evacuation Plan The General Plan EIR acknowledges that implementation of the 2006 General Plan land uses would result in an increase in commercial development that could increase the routine transport, use, storage, and disposal of hazardous materials. The General Plan also notes that construction activities can result in the exposure of hazardous materials (e.g., lead -based paint and asbestos). The City contains sites that have been identified as being contaminated by the release of hazardous substances into the soil; sites containing leaking underground storage tanks; and large and small generators of hazardous materials. The General Plan EIR notes that projects are required to comply with existing regulations and General Plan policies to protect construction workers and the public. Potential impacts were determined to be less than significant. Future development in North Newport Center could require the demolition of structures. Demolition and construction activities on the four sub -areas would also be subject to compliance with these regulations and policies. The Island Hotel (formerly Four Seasons) in Block 600 is listed as having a leaking underground storage tank (LUST).8 A remediation plan has been submitted to the Orange County Local 8 [bid., Table 4.6 -5. CADOWSents and Set W%%voowLa S0rQStrempmdy unemet WesWLN7B0TMft Addendum- 111907A= 3-15 Enwt Addendum to City of Newport Beach Genera! Plan 2006 Update EIR Oversight Program (Local Lead Agency) and to the Santa Ana Regional Water Quality Control Board. The conclusion of this effort is pending. The contaminant identified is diesel fuel. None of the leaks that have been reported in the City have impacted a drinking source of groundwater. As with all development in the City, the Project must comply with existing regulations and General. Plan policies regarding hazardous materials. General Plan Policy S 7.3 educates residents and businesses about reducing or eliminating their use of hazardous materials. Policy S 7.6 requires that all users, producers, and transporters of hazardous materials and wastes clearly identify the materials and comply with applicable law. The General Plan EIR notes that increased population and development could result in congested traffic conditions. The 2006 General Plan identifies policies to ensure that the city's Emergency Management Plan is regularly updated, provides for efficient and orderly citywide evacuation, and ensures that emergency service personnel are knowledgeable of the relevant response plans for the City. Such information is also distributed through the community. General Plan policies for handling emergencies would reduce hazardous materials impacts due to growth to a less than significant level. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Expose People or Structures to a Significant Risk of Loss, Injury or Death Involving Wiidland Fires, Including Where Wildlands Are Adjacent To Urbanized Areas. or Where Residences Are Intermixed With Wildlands North Newport Center is not susceptible to wildland fires; the four sub -areas are completely, surrounded by existing urban development. For a Project Located Within an Airport Land Use Plan, or Where Such a Plan has Not Been Developed, Within Two Miles Of a Public Airport Or Public Use Airport, Result In a Safety Hazard For People Residing Or Working In The Project Area The four sub -areas are identified in the Airport Environs Land Use Plan (AELUP) for the John Wayne Airport. The Airport Land Use Commission (ALUC) has found the City of Newport Beach to be a consistent agency with the AELUP. However, the AELUP requires that zone changes for consistent agencies be referred to the ALUC for a determination prior to City action. Therefore, the zone change has been forwarded to the ALUC, and a hearing is scheduled prior to public hearings before the City's Planning Commission and City Council. Additionally, the four sub -areas are within the AELUP Height Restriction Zone. Within this zone, notice to the Federal Aviation Administration (FAA) is required for construction or alteration to any building more than 200 feet above ground level. Prior to construction or alteration of a building more than 200 feet above ground level a Determination of No Hazard must be obtained from the FAA. A determination of No Hazard is the FAA's independent finding that a proposed structure will not pose a hazard to air navigation. The PC Text requires that any structure above 200 feet will be forwarded to the FAA for their independent analysis. Mitination. Program Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. The following conditions are included in the North Newport Center PC Text relating the adherence to the AELUP and FAA restrictions: c:wowmeM 88mt9318w001AL0CWseftkWramwmm 1ntwetFaaswuaeDUk8naddenWm- 111907.dm 3 -16 Envu Addendum to City of Newport Beach General Plan 2006 Update EIR For development of structures that exceed 200 feet in height above ground level at a development site, applicants shall file a Notice of Proposed Construction or Alteration with the FAA (FAA Form 7460 -1). Following the FAA's Aeronautical Study of a project, the project must comply with conditions of approval imposed or recommended by the FAA. Subsequent to the FAA findings, the City shall refer the project to the Airport Land Use Commission (ALUC) of Orange County for consistency analysis. 2. No buildings within the Fashion Island /Block 500 /Block 600 /San Joaquin Plaza Planned Community area should penetrate the FAA FAR Part 77 imaginary obstruction surface for John Wayne Airport. 3. Applicants shall file a Notice of Proposed Construction or Alteration with the FAA (Form 7460 -1) for any construction cranes that exceed 200 feet in height above ground level. Level of Significance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that impacts to hazards and hazardous materials relevant to the Project could be mitigated to a level considered less than significant. Finding of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. 3.8 HYDROLOGY AND WATER QUALITY The following thresholds of significance are as set forth in the General Plan EIR. It states: "Implementation of the proposed project may have a significant adverse impact on hydrology and water quality, as well as the City's storm drain system, if it would result in any of the following: • Violate any water quality standards or waste discharge requirements • Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table. • Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or off -site • Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff • Require or result in the construction and /or expansion of new storm drain infrastructure that would cause significant environmental effects C:Ommems and Seungstswaaag. l Sednp%TempOMY Internet FdostOLK7eDUkuft Meer d U -111807.doe 3-17 EnV6 Addendum to City of Newport Beach General Plan 2006 • Otherwise substantially degrade water quality • Place housing within a 100 -year flood hazard area as mapped on a Federal Flood Hazard Boundary or flood Insurance Rate Map or other flood hazard delineation map • Place within a 100 -year flood hazard area structures which would impede or redirect flows • Expose people or structures to a significant risk or loss, injury or death involving flooding, including flooding as a result of a levee or dam • Expose people or structures to significant risk or loss, injury or death involving inundation by seiche, tsunami, or mudflow" EIR No Substantial Change from Previous Analysis. Hydrology and water quality impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and /or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analvsis Violate Any Water Quality Standards or Waste Discharge Requirements Create or Contribute Runoff Water Which Would Exceed the Capacity of Existing or Planned Stormwater Drainage Systems or Provide Substantial Additional Sources of Polluted Runoff Otherwise Substantially Degrade Water Quality The General Plan EIR notes that the implementation of development set forth in the 2006 General Plan could result in an increase in pollutants in storm water and wastewater. However, water quality standards and waste discharge requirements would not be violated with compliance with regulations including but not limited to the State Water Resources Control Board Construction General Permit and preparation and implementation of Stormwater Pollution Prevention Plans required for compliance with the NPDES General Construction Stormwater Activity Permit. Permit and regulation compliance would be required for future development projects within Fashion Island, Block 500, Block 600, and San Joaquin Plaza. The City of Newport Beach Municipal Code ensures compliance with federal water quality standards. The Municipal. Code also regulates grading, fill, drainage, and erosion control. All construction and development must comply with applicable federal, State, and City laws. Also, General Plan Update policies "would reduce the risk of water degradation from the operation of new developments to the maximum extent practicable. "o The impact of development under the General Plan Update would be less than significant. As identified in the General Plan EIR, Policy NR 3.16 Street Drainage Systems states "Require all street drainage systems and other physical improvements created by the City, or developers of new subdivisions, to be designed, constructed, and maintained to minimize adverse impacts on water quality. Investigate the possibility of treating or diverting street drainage to minimize g Ibid., page 4.7 -32. C1Qoaxn W erM Wing tawoa Lo l 3eftgMTOmporary lnlemel Filos10LKMMDrafl Addwdu l I1867.dw 3.18 Envir Addendum to City of Newport Beach General Plan 2006 Update EIR impacts to water bodies. "10 General Plan Policy LU 2.8, Adequate Infrastructure, states "Accommodate the types, densities, and mix of land uses that can be adequately supported by transportation and utility infrastructure (water, sewer, storm drainage, energy, and so on) and public services (schools, parks, libraries, seniors, youth, police, fire, and so on).11 The General Plan EIR concludes that impacts are less than significant. General Plan Update Policies "would ensure that new development can be adequately supported by utilities such as storm drainage infrastructure. "12 Impacts are less than significant. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Substantially Deplete Groundwater Supplies or Interfere Substantially With Groundwater Recharge Such That There Would Be A Net Deficit in Aquifer Volume or a Lowering of the Local Groundwater Table The General Plan EIR notes that implementation of the General Plan could create additional impervious surfaces which could interfere with groundwater recharge. The General Plan EIR goes on to note that, however, intensification of development would not affect groundwater recharge. As the four sub -areas are currently developed, there would be no substantive change in the amount of impervious surfaces. The EIR finds that "new development would not substantially affect groundwater recharge. Potential impacts to groundwater recharge would be less than significant." 13 The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Require or Result In the Construction and /or Expansion of New Storm Drain Infrastructure That Would Cause Significant Environmental Effects On a citywide basis, the General Plan EIR notes that buildout may require the expansion of storm drains or the construction of new storm drain infrastructure. The existing site drainage has been designed to handle run off from existing structures on the four sub - areas. As future site - specific development is proposed, drainage plans will be developed. The General Plan EIR contains policies that ensure that new development can be adequately supported by utilities such as storm drain infrastructure. The General'Plan EIR states "It is not anticipated that this construction of necessary storm drainage upgrades in and of itself would result in impacts separate from the General Plan Update." (See page 4.7 -37) The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Substantially Alter The Existing Drainage Pattern Of The Site Or Area, Including Through The Alteration of The Course Of A Stream Or River, Or Substantially Increase The Rate Or Amount Of Surface Runoff In A Manner Which Would Result In Flooding On- Or Off-Site Place Housing within a 100 -Year Flood Hazard Area as Mapped on a Federal Flood Hazard Boundary or Flood Insurance Rate Map or Other Flood Hazard Delineation Map 10 ]bid., page 4.14 -45. 11 Ibid., page 4.14 -34. 12 Ibid., page 4.7 -36. 13 Ibid., page 4.7 -33. C:1DOC Mm 8r 39d 1r®$ WW0 0d"M1 8eWgslTemporaryInternetFileMOLK7BD1 DraftAddmdum111907.dm 319 Em6 Addendum fo City of NewpW Beach General Plan 2006 Update EIR Place Within a 100 -Year Flood Hazard Area Structures Which Would Impede or Redirect Flows Expose People or Structures to A Significant Risk or Loss, Injury or Death Involving Flooding, Including Flooding As A Result Of A Levee or Dam Expose People or Structures to Significant Risk or Loss, Injury or Death Involving Inundation by Seiche, Tsunami, or Mudflow While the General Plan EIR identifies areas of the City that would be vulnerable to flooding and coastal wave systems, the Project is not located in a flood hazard zone14 nor is it proximate to the Pacific Ocean. No impacts are anticipated. Mitigation Proaram Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Level of Significance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that impacts to hydrology and water quality could be mitigated to a level considered less than significant. Finding of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification.of the General Plan EIR. 3.9 LAND USE AND PLANNING The following thresholds of significance are as set forth in the General Plan EIR. It states: "Implementation of the proposed project may have a significant adverse impact on land use and planning if it would result in any of the following: • Intensify development within the Planning Area that creates incompatibilities with adjacent land uses • Physically divides an established community • Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect 14 Ibid., Figure 4.7 -3 Flood Zones. C:laae wts end Sa ings%s OoAmW SsNngs \Temporary Internet FMS OLKBUkcraa Pddendum-111807.dw 3-20 Enidi Addendum to City of Newport Beaoh General Plan 2006 Update EIR • Conflict with any applicable habitat conservation plan or natural community conservation plan" No Substantial Change from Previous Analysis. Land use impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and /or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analysis Intensify Development within the Planning Area that Creates Incompatibilities with Adjacent Land Uses Conflict with any Applicable Land Use Plan, Policy, Or Regulation Of An Agency With Jurisdiction Over The Project (Including, But Not Limited To The General Plan, Specific Plan, Local Coastal Program, Or Zoning Ordinance) Adopted For The Purpose Of Avoiding Or Mitigating An Environmental Effect The General Plan EIR notes that buildout of the 2006 General Plan land uses may result in new uses and structures at an increased intensity that creates incompatibilities with adjacent land uses. These incompatibilities can result from factors including differences in scale of development, noise and traffic levels, and hours of operation. Conflicts can also occur where mixed use development occurs. Newport Center /Fashion Island is a location in the City identified for mixed use development. The General Plan EIR describes this area as: Newport Center /Fashion Island is a regional center of business and commerce that includes major retail, professional office, entertainment, hotel, and residential uses in a master planned mixed use development. Fashion Island, a regional shopping center, forms the nucleus of Newport Center, and is framed by this mixture of office, entertainment, and residential. New land uses in this subarea include additional commercial uses (approximately 430,000 square feet), approximately 600 multi - family residential units [reduced to 450 units in Final Program EIR] and approximately 250 additional hotel rooms. Residential units have existed in this area since the 1970's, and increased through the 1990s. No conflicts of use between the residential and commercial uses have existed previously in this area, as evidenced by the lack of complaints by area residents. Goals and policies contained in the proposed General Plan Update would serve to promote a mixed use, pedestrian - friendly district for this subarea that would continue commercial and residential uses. Policy LU 6.14.5 encourages improved pedestrian connections and streetscape amenities connecting the area's diverse districts. Goals contained in the proposed General Plan Update related to mixed use development (Goal 5.3) specifically articulate that such development should promote compatibility among uses. General Plan Policy LU 5.3.1 calls for the consideration of compatibility issues in project design of mixed use development. Thus, mixed use development under the proposed General Plan Update would be, by design, compatible with adjacent non - residential uses.15 As previously noted in this Addendum, Fashion Island is a regional commercial center with retail uses, restaurants, bars, and theater /nightclubs. Block 500 includes office, administrative, professional, and financial uses. Block 600 includes hotel, office, administrative, professional and financial uses, and accessory uses. San Joaquin Plaza includes business and professional 15 Ibid., page 4.8 -11. C:1l7auneras and SeltlngslswaadlLml SetlogsWemparary lnlamet FilesWL.K7BO1)ra11 Addwdum-111907AW 3 -21 Envit Addendum to City of Newport Beach General Plan 2006 Update EIR office uses. In addition to these four sub - areas, Newport Center includes the following sub- areas and land uses: Land uses outside of Newport Center include single- family and multi - family residences and a golf course in Big Canyon located north of Block 500, Block 600, and San Joaquin Plaza and across San Joaquin Hills Road. Single- family and multi - family residences and general commercial land uses are located east. of Newport Center across MacArthur Boulevard. Parks /recreational land uses and single - family residences are located south of Newport Center, across Coast Highway. Open space, single - family residences, visitor - serving commercial and parkstrecreational land uses are located west of Newport Center, across Jamboree Road. The General Plan land use designation for Fashion Island is Regional Commercial (CR). Page 3 -13 of the 2006 General Plan states that the CR designation '...is intended to provide retail, entertainment, service, and.supporting uses that sense local and regional residents." The land use designations for Block 500, Block 600, and San Joaquin Plaza are Mixed Use Horizontal 3 (MU -H3) and Open Space (OS). As identified in the 2006 General Plan, 'The MU -H3 designation applies to properties located in Newport Center. It provides for the horizontal intermixing of regional commercial office hotel, multi - family residential and ancillary commercial uses.i16 Page 3 -16 of the 2006 General Plan states that the OS designation "...is intended to provide areas for a range of public and private uses to protect, maintain, and enhance the community's natural resources." As a part of the proposed project, Block 600 would be rezoned from Administrative, Professional, and Financial (APF) and Open Space (OS) to Planned Community (PC). The North Newport Center PC Text would be adopted to incorporate Fashion Island, Block 600, and portions of Block 500 and San Joaquin Plaza owned by the Applicant into a single Planned Community District. The PC Text would reflect the land uses permitted for these sub -areas under the 2006 General Plan. The General Plan EIR states the following with respect to changes in land use for Newport Center and Fashion Island under the General Plan Update: The Plan allows for expanded retail opportunities at Fashion Island, including an additional anchor department store and ancillary shops, another hotel or additions to existing hotels, and 600 additional housing units (reduced to 450 in Final 16 City of Newport Beach, General Plan, July 25, 2006, page 3 -15. C eats m,d 8e6ag5bw00mL0w1 seningsXTemporary lntaner F1esWLK7801oraA Aadmdum.i 11907.doo 3 -22 Envtr 100 administrative and professional offices, limited accessory retail, financial, entertainment uses service, and 200 administrative and professional offices, limited accessory retail, financial, entertainment uses service, and 300 administrative and professional offices, limited accessory retail, Financial, entertainment uses service, and 400 medical- related offices, short-term convalescent and long -term care services, offices, retail and other similar uses. professional 700 regional commercial office and multi- family residential 800 regional commercial office and multi - family residential 900 multi - family housing, visitor serving land uses Land uses outside of Newport Center include single- family and multi - family residences and a golf course in Big Canyon located north of Block 500, Block 600, and San Joaquin Plaza and across San Joaquin Hills Road. Single- family and multi - family residences and general commercial land uses are located east. of Newport Center across MacArthur Boulevard. Parks /recreational land uses and single - family residences are located south of Newport Center, across Coast Highway. Open space, single - family residences, visitor - serving commercial and parkstrecreational land uses are located west of Newport Center, across Jamboree Road. The General Plan land use designation for Fashion Island is Regional Commercial (CR). Page 3 -13 of the 2006 General Plan states that the CR designation '...is intended to provide retail, entertainment, service, and.supporting uses that sense local and regional residents." The land use designations for Block 500, Block 600, and San Joaquin Plaza are Mixed Use Horizontal 3 (MU -H3) and Open Space (OS). As identified in the 2006 General Plan, 'The MU -H3 designation applies to properties located in Newport Center. It provides for the horizontal intermixing of regional commercial office hotel, multi - family residential and ancillary commercial uses.i16 Page 3 -16 of the 2006 General Plan states that the OS designation "...is intended to provide areas for a range of public and private uses to protect, maintain, and enhance the community's natural resources." As a part of the proposed project, Block 600 would be rezoned from Administrative, Professional, and Financial (APF) and Open Space (OS) to Planned Community (PC). The North Newport Center PC Text would be adopted to incorporate Fashion Island, Block 600, and portions of Block 500 and San Joaquin Plaza owned by the Applicant into a single Planned Community District. The PC Text would reflect the land uses permitted for these sub -areas under the 2006 General Plan. The General Plan EIR states the following with respect to changes in land use for Newport Center and Fashion Island under the General Plan Update: The Plan allows for expanded retail opportunities at Fashion Island, including an additional anchor department store and ancillary shops, another hotel or additions to existing hotels, and 600 additional housing units (reduced to 450 in Final 16 City of Newport Beach, General Plan, July 25, 2006, page 3 -15. C eats m,d 8e6ag5bw00mL0w1 seningsXTemporary lntaner F1esWLK7801oraA Aadmdum.i 11907.doo 3 -22 Envtr Addendum to City of Newport Beach General Plan 2006 Update EIR Program EIR]... Plan policies encourage improved pedestrian connections and streetscape amenities connecting the area's diverse districts." Areas where mixed use development is currently located (e.g., Balboa Peninsula, Mariners' Mile and Newport Center /Fashion Island), would be allowed to develop with more mixed use ... In many locations, the addition of uses similar to existing uses would occur. For instance, additional retail facilities would be permitted in the Fashion Island /Newport Center Area... Where additional development that is the same as or similar to existing development could occur, these uses would be compatible.18 As previously addressed, the four sub -areas are identified in the Airport Environs Land Use Plan (AELUP) for the John Wayne Airport. The Airport Land Use Commission (ALUC) has found the City of Newport Beach to be a consistent agency with the AELUP. However, the AELUP requires that zone changes for consistent agencies be referred to the ALUC for a determination prior to City action. Therefore, the zone change has been forwarded to the ALUC, and a hearing is scheduled prior to public hearings before the City's Planning Commission and City Council. As noted, the General Plan EIR does not identify land use incompatibilities for Newport Center, inclusive of the four sub -areas of the Project. The Project is proposed to provide for zoning consistent with the 2006 General Plan land use designations for the four sub - areas. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Physically Divides an Established Community The General Plan EIR notes that the 2006 General Plan allows for "...limited infill development in select subareas within the City... These types of proposed development would not divide established communities. Impacts would be less than. significant." (See 4.8 -16) With respect to the Project, future development in the four sub -areas would not require the extension of roadways or other development features through developed areas that could physically divide the established community. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Conflict with Any Applicable Habitat Conservation Plan or Natural Community Conservation Plan As previously addressed, North Newport Center is identified as having no conservation value and is not included in the NCCP or HCP. Mlticiation Program Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. " City of Newport Beach, Final Environmental Impact Report for the General Plan 2006 Update, July 26, 2006, page 3 -15. 8 Ibid., page 4.8.9. C:l000eoe a sMMMS -O*M al set MM1TMPMTY Imerrrer F1WkOLUOMDrRR Addendm-111907AM 3-23 Envk Addendum to City of Newport Beach General Plan 2006 Update EIR Level of Significance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that impacts to land use impacts pertaining to the Project could be mitigated to a level considered less than significant. Findina of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. 3.10 NOISE The following thresholds of significance are as set forth in the General Plan EIR. It states "...implementation of the proposed project may have a significant adverse noise impact if it would result in any of the following: • Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies Exposure of persons to or generation of excessive groundbome vibration or groundbome noise levels • A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project • A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project • For a project within an airport land use plan, or where such a plan has not been adopted, within two miles of a public airport or public use airport, exposure of people residing or working in the project area to excessive noise levels" No Substantial Change from Previous Analysis. Noise impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and/or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. c:wo en ls and setfingsWwaodLGcais.nnasWompuarykde RieswLKMMO nAMa m- W907.aa 3 -24 Envii Addendum to Gty of Newport Beach General Plan 2006 Update EIR Summary Analysis Exposure of Persons to or Generation of Noise Levels In Excess Of Standards Established In the Local General Plan or Noise Ordinance, or Applicable Standards of Other Agencies A Substantial Permanent Increase in Ambient Noise Levels in the Project Vicinity Above Levels Existing Without The Project The General Plan EIR identifies that locations throughout the City would experience changes in noise levels as a result of increased motor vehicles and development. Where existing land uses would be exposed to noise levels exceeding the City's noise standards as a result of future growth, the General Plan EIR identifies this as a significant impact. (See 4.9 -22) Figure 4.9-5 of the General Plan EIR identifies that the four sub -areas would be located within 60 CNEL to 65 CNEL future noise contours. These noise contours do not account for any intervening structures or other noise - attenuating features. Additionally, measures for noise attenuation where needed to comply with the City's noise standards are available and include the use of walls, berms, building insulation, double paned windows, etc. Traffic- related noise in the project vicinity has the potential to impact the four sub - areas. The General Plan EIR accounts for noise impacts due to new development under the General Plan Update. The EIR states that new development, "...would result from adoption of the proposed General Plan and regional growth would create noise that would affect new and existing receptors. Most of this noise would be produced by increased traffic on local roads. Many of the proposed General Plan policies, especially those associated with Goal N -2 (Transportation Noise) would reduce this impact. "19 The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Exposure of Persons to or Generation of Excessive Groundborne Vibration or Groundborne Noise Levels The General Plan EIR notes that vibration levels during construction that would exceed 72 vibration decibels (VdB) are considered significant. Such an impact would be specific to a construction site and would be dependent on the types of construction, equipment in use and proximity to sensitive receptors and uses. Where construction activities that generate high levels of vibration could not be buffered from sensitive receptors and/or uses by approximately 150 feet, the General Plan EIR identifies that a significant impact would occur. With respect to the four sub - areas, there is a potential for such construction activities to occur under these conditions. As such, consistent with the findings of the General Plan EIR, such an impact would be significant. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. A Substantial Temporary or Periodic Increase in Ambient Noise Levels in the Project Vicinity above Levels Existing Without the Project Potential noise impacts are commonly divided into two groups: temporary and long term. Temporary impacts are usually associated with noise generated by construction activities. 19 City of Newport Beach, Final Environmental Impact Report for the General Plan 2006 Update (State Clearinghouse No. 2006011119), July 26, 2006, page 4.9 -42. C:1000anents and SetdngAWwoodd a l SBWVMTeapaay Intatrot FileslolK a=ra 1 Addendan-11190.do 8-25 Emir Addendum to City of Newport Beech General Plan 2006 Update EIR Generally, construction noise represents a short-term impact on ambient noise levels. Noise generated by construction equipment (including trucks, graders, bulldozers, concrete mixers, and portable generators) and construction activities can reach high levels. The greatest construction noise levels are typically generated by heavy construction equipment. The City's Noise Ordinance exempts construction activities from the noise level limits during specific hours of the day. Noise - generating construction activities are permitted during the hours between 7:00 AM and 6:30 PM Monday through Friday, between 8:00 AM to 6:00 PM on Saturdays, and at no time on Sundays or federal holidays. Compliance with the City's Noise Ordinance is considered to result in no significant short-term noise impacts. For A Project Within An Airport Land Use Plan, Or Where Such A Plan Has Not Been Adopted, Within Two Miles Of A Public Airport Or Public Use Airport, Exposure Of People Residing Or Working In The Project Area To Excessive Noise Levels As previously noted, Newport Center, inclusive of the four sub - areas, is located within the Airport Environs Land Use Plan (AELUP) for John Wayne Airport. However, the site is not within the either the AELUP 60 or 65 CNEL Noise Contour, and flight operations would not contribute significantly to the overall existing noise exposure on the site. No significant impacts on persons residing or working in the. project area are anticipated as a result of project implementation because land use within the planning area boundaries of the AELUP must conform to noise standards, safety, and height restriction standards. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the seventy of a previously identified significant impact as previously analyzed in the General Plan EIR. Mitigation Proaram Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Level of Sionificance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that impacts to noise impacts related to John Wayne Airport and construction activities could be mitigated to a level considered less than significant. Groundbome construction vibrations and long -term exposure to increased noise levels were identified to remain significant and unavoidable. Findina of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the. General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. C:1flaamenls end SaingsWwaod%o l SedingsJemporery lnte FiftIOLMDOUR Addendum l I19D7.dou 3-26 Envk Addendum to City of Newport Beach General Plan 2006 Update EIR 3.11 POPULATION AND HOUSING The following thresholds of significance are as set forth in the General Plan EIR. It states "...implementation of the proposed project may have a significant adverse impact on population and housing if it would result in any of the following: Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through the extension of roads or other infrastructure) • Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere • Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere" No Substantial Change from Previous Analysis. Population and housing impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and/or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analysts Induce Substantial Population Growth in Proposing New Homes and Businesses) Extension of Roads or Other Infrastructure) an Area, Either Directly (For Example, By or Indirectly (For Example, Through the The General Plan EIR finds that implementation of the 2006 General Plan would induce substantial growth either directly or indirectly. On a citywide basis, residential development would in the number of units by 9,549 units (24 percent) over 2002 residential unit counts with a related population increase of 20,912 residents. These increases would exceed the Southern California Association of Governments (SCAG) projections. On a citywide basis, the City's projected population growth was considered significant. On a cumulative basis (countywide), the General Plan EIR noted that "...the proposed project would not result in substantial population growth beyond projections, and would not induce substantial population growth in an area, either directly or indirectly." (See pages 4.10 -5 and -6) Buildout of the 2006 General Plan was found to have a less than significant cumulative contribution to growth in the County. (See pages 4.10 -6 and -7) The General Plan EIR analysis was based on a project with 600 units in Newport Center. The adopted 2006 General Plan allows for the development of. 450 residential units within the MU- H3 designation 20 Of the 450 units, 430 units are proposed for the North Newport PC District. Residential uses are permitted in Block 500, Block 600, and San Joaquin Plaza. The Project does not include a request for site - specific development, including any residential development. As such, the Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. 20 City of Newport Beach, General Plan, July 25, 2006, page 3 -97. CMGGMe � SOWnga�oodaorei 8eWr9MTemP0rWy Warmt Fii•s\oi.IQi ORfi Add -111907.dw 327 EM& Addendum to City of Newport Beach General Plan 2008 Update EIR Displace Substantial Numbers of Existing Housing, Necessitating the Construction of Replacement Housing Elsewhere Displace Substantial Numbers of People, Necessitating the Construction of Replacement Housing Elsewhere The General Plan EIR states that the 2006 General Plan would not displace a substantial number of existing homes or7residents and that no impact would occur. Development on the four sub -areas would not require the displacement of any existing homes or residents. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Mitigation Program No policies were identified in the 2006 General Plan to reduce the substantial increase in growth in the City. Measures were adopted as a mitigation program that minimized impacts associated with resource impacts with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Level of Significance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that impacts to population and housing would remain significant and unavoidable. Finding of Consistencv With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require .major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. 3.12 PUBLIC SERVICES The following thresholds of significance are as set forth in the General Plan EIR. It identifies that implementation of the proposed General Plan Update may have a significant adverse impact on public services if it would result in any of the following: Result in substantial adverse environmental impacts associated with the provision of new or physically altered fire or police protection facilities, or schools or libraries; the need for new or physically altered fire or police protection facilities, or schools or libraries; the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times, and other performance objectives No Substantial Change from Previous Analysis. Public service impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions .and /or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. C:NOwments aq Semn9slswaOdkLa Settings%Tamp rary Internet Fi1es1CLK76D1Drafl Addwd m- 111907AW 3 -28 Env# Addendum to City of Newport Beach General Plan 2006 Update EIR Summary Ana1vsIs Result in Substantial Adverse Environmental Impacts Associated with the Provision of New or Physically Altered Fire or Police Protection Facilities, or Schools or Libraries; the Need For New or Physically Altered Fire or Police Protection Facilities, or Schools or Libraries; The Construction of Which Could Cause Significant Environmental Impacts, in Order to Maintain Acceptable Service Ratios, Response Times, And Other Performance Objectives Fire Protection Fire stations are located throughout the City to provide prompt assistance to area residents. Each fire station operates within a specific district that comprises the immediate geographical area around the station. As identified on page 4.11 -3 of the General Plan EIR, Station 3 serves Newport Center. Station 3 has the following equipment and manpower: one Fire Chief; one fire engine with one Captain, one Engineer, and one Firefighter, one ladder truck with one Captain, one Engineer, and one Firefighter; and one paramedic van with two Firefighter Paramedics. The General Plan EIR states that in 2004, "eight fire stations serving the City of Newport Beach responded to a total of 8,863 incidents, which results in an average of about 1,107 incidents per station... These numbers are well within the number of calls recommended by the Insurance Service Office (ISO) when rating a community for fire insurance rates. Specifically, the ISO recommends that a second company be put in service in a fire station if that station receives more than 2,500 calls per year." The General Plan EIR.identifes that implementation of the 2006 General Plan could increase the demand for fire protection services which could result in the need for additional fire facilities. Policies of the General Plan require that adequate . infrastructure be provided with new development. As such, the General Plan EIR found that compliance with applicable regulations and policies of the 2006 General Plan would ensure that project - specific and cumulative impacts would be less than significant. All new development that would occur under the 2006 General Plan would be required to comply with all applicable federal, State, and local regulations governing the provision of fire protection services, including adequate fire access, fire flows, and number of hydrants. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Police Protection The General Plan EIR identifies that implementation of the 2006 General Plan could increase the demand for police protection services which could result in the need for additional police facilities. The General Plan EIR states that, "The NBPD provides local police services to the City of Newport Beach. Centrally located at 870 Santa Barbara Drive, the NBPD provides services in crime prevention and investigation, community awareness programs, and other services such as traffic control. "21 The EIR also states that the City of Newport Beach currently maintains an acceptable level of service and there are currently no immediate or near - future plans for expansion of police facilities, staff, or equipment inventory.. Impacts to police services as a result of General Plan build -out would be less than significant because the "General Plan Update contains policies to ensure that adequate law enforcement is provided as the City experiences future development. For example, Policy LU 2.8 ensures that only land uses that can be adequately supported by the City's Public Services should be accommodated. Compliance with 21 City of Newport Beach, Final Environmental Impact Report for the General Plan 2006 Update, July 26, 2006, page 4.11 -13. C:1[lpamem " Seal,ggwoo&JLml SegingsVTe pmry lnlemetF XOU90 =raRrWdwAd 111907.dw 3 -29 En%if Addendum to City of Newport Beach General Plan 2006 Update EIR this policy would ensure that adequate service ratios are maintained. "22 Therefore, adequate service ratios are currently being provided and would be maintained as a result of General Plan policies. As such, the General Plan EIR found that compliance with applicable regulations and policies of the 2006 General Plan would ensure that project - specific and cumulative impacts would be less than significant. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Schools The Newport -Mesa Unified School District (NMUSD) provides educational services to the City of Newport Beach. The General Plan EIR identifies that the School District serves the majority of the City and has 32 public schools including 22 elementary schools, 2 junior high schools, 5 high schools, 2 alternative education centers, and 1 adult school. There are also several private schools in the City or local area that are available to the City's residents for educational services. According to NMUSD administrators, current school capacity is adequate. NMUSD does not currently identify any projected needs. The General Plan EIR states: In the City, implementation of the proposed General Plan Update would result in the construction of approximately 14,215 dwelling units over existing conditions within the City. The increase in dwelling units would increase enrollment in the local schools serving Newport Beach. Using California Department of Finance population projections, and assuming that approximately 20 percent of the potential increase in population would represent children attending grades K through 12, implementation of the proposed General Plan Update would result in an enrollment increase of approximately 6,230 students (3,115 elementary school students, 1,557 students for middle schools, and 1,558 high school students). The General Plan EIR identifies that implementation of the 2006 General Plan would likely result in the construction of new school facilities for NMUSD; these impacts would be less than significant on a project and cumulative basis.24 The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Library Facilities The Newport Beach Public Library provides library services and resources to the City of Newport Beach. The Central Library, which occupies four acres on Avocado Avenue near Newport Center, is a 15,305 square foot building that serves as a school library as well as a public library. As stated in the General Plan EIR, Upon full build -out of the proposed General Plan Update, the population in the Planning Area would increase by 31,131. This increase in residents would increase the demand for library services and facilities. Policy LU 2.8 of the proposed General Plan Update would help ensure that adequate library facilities 22 Ibid., page 4.11 -16. 23 Ibid., page 4.11 -23. 24 Ibid.. page 4.11 -24. C:10oaa we and SattingftNO N Ml Setlin¢1Tum rwy Internet Fill,lOLKMDWMft Addundum- 111907.doc 330 Envit Addendum to City of Newport Beach General Plan 2006 Update EIR are provided to the City's residents and that public services can adequately support new development... Due to the growing need for electronic resources, former service standards (e.g., a certain number of volumes per thousand residents) are no longer appropriate when assessing the needs of the NBPL. Therefore, increased development in the City does not necessarily immediately equate to an increase in total volumes or square feet of library space .26 The General Plan EIR identifies that the increase in population associated with the 2006 General Plan, inclusive of uses in Fashion Island, Block 500, Block 600, and San Joaquin Plaza, would not result in a significant impact to library services. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Mitination Protlram Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Level of Sianificance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that impacts to public services would be less than significant. Findina of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has detennined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. 3.13 RECREATION AND OPEN SPACE The following thresholds of significance are as set forth in the General Plan EIR. It states that °... implementation of the proposed project may have a significant adverse impact on parks and recreational facilities if it would result in any of the following: • Increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated • Include recreational facilities or require the construction or expansion of recreational facilities that might have an adverse physical effect on the environment Result in substantial adverse physical impacts associated with the provision of new or physically altered government services, need for new or physically altered government facilities, the construction of which could cause significant ze Ibid., page 4.11 -28. C-'XDO We SO Se"WO "W0001=1 SetkWTempa•ry Int~ F7es10LKMMDreK Pdtlentlum-111907.011 3-31 Envit Addendum to ON of Newport Beach General Plan 2006 Update EIR environmental impacts, in order to maintain acceptable service ratios or other performance objectives for parks No Substantial Change from Previous Analysis. Park and recreational facility impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and/or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analvsis Increase the Use of Existing Neighborhood and Regional Parks or Other Recreational Facilities Such That Substantial Physical Deterioration of the Facility Would Occur or Be Accelerated Include Recreational Facilities or Require the Construction or Expansion of Recreational Facilities That Might Have an Adverse Physical Effect on the Environment Result in Substantial Adverse Physical Impacts Associated With the Provision of New or Physically Altered Government Services, Need for New or Physically Altered Government Facilities, the Construction of Which Could Cause Significant Environmental Impacts, in Order to Maintain Acceptable Service Ratios or Other Performance Objectives for Parks The General Plan EIR identifies that the City has a deficiency of approximately 38.8 acres of park acreage, with 7 of 12 service areas experiencing a deficit of recreational acreage. Newport Center is in Service Area 9 and has 19 acres of existing parks, an excess of 8.1 acres of parks over the City standard of 5 acres per 1,000 persons. Page 4.12 -3 of the General Plan EIR identifies that a planned park in Newport Center "would help alleviate the citywide park deficit" although Newport Center has a park surplus. The Back Bay View Park was completed in 2005, and a new passive park, Newport Center Park, is planned for development. The General Plan EIR states that "the construction and enhancement of park and recreational facilities and implementation of the goals and policies proposed in the General Plan would ensure that increased demand and use resulting from an increase in citywide population would not significantly accelerate the deterioration of existing recreational facilities .„2e The General Plan EIR notes the open space benefits that.the Applicant has provided through the Circulation and Improvement and Open Space Agreement ( CIOSA). Page 4.12 -4 states: Some of the City's parks and open space areas consist of dedicated lands through the Circulation and Improvement and Open Space Agreement ( CIOSA). This agreement is between the City of Newport Beach and The Irvine Company, and has allowed building. entitlements for The Irvine Company in exchange for payments for circulation projects, an interest free loan, and land for open space and potential senior housing sites for the City. The amount of open space land dedication was substantially more than what would have been required under the City's Park Dedication Ordinance. Six sites have been dedicated under CIOSA in Newport Beach, and include: Back Bay View Park, Newport Center Park (formerly Newport Village), Newporter Knoll, Freeway Reservation, Upper Castaways, and Harbor Cove. Another site, located at Jamboree Road and MacArthur Boulevard, has been offered for ze Ibid., page 4:12 -15. . c:+n� Seamg+ «" is"m,gMT�imeawtFUSWLK7eowranadd ndu -l11sw.a« 3-32 Emir Addendwn to City or Newport Beach General Plan 2006 update EIR dedication and will be dedicated upon issuance of a Certificate of Occupancy for final CIOSA project. The Applicant did not implement all of the development that was allowed pursuant to CIOSA, and provided more park and open space dedication than required for the development that was completed. Through the Development Agreement, the Project includes cancellation of CIOSA. The demand for park facilities that would have resulted from unbuiit entitlement in CIOSA would not be realized. As with new development projects throughout the City, future development in the four sub -areas would be required to comply with the 2006 General Plan Update policies on open space. Through the Development Agreement, the Project includes the payment of park in -lieu fees for 430 residential units, with half the total amount ($5,600,000) to be paid earlier than required. The General Plan EIR finds that compliance with General Plan Update would result in less than significant impacts to parks and recreational facilities. These policies include the requirement that future development dedicate land or pay in -lieu fees at a minimum of 5 acres of parkland per 1,000 persons, and require the use of funding from the City's Park Dedication Fee Ordinance to enhance existing parks and recreation facilities (General Plan Update Policies R1.1 and R2.1) 2' General Plan Policy R 1.10 includes three planned parks in West Newport, Newport Center, and Newport Coast. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Mitigation Proaram Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Level of Significance After Mitigation Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that impacts to parks and recreation facilities would be less than significant.. Finding of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. 3.14 The following thresholds of significance are as set forth in the General Plan EIR. It states that°... implementation of the proposed project may have a significant adverse impact on transportation or circulation if it would result in any of the following: n ibid., page 4.12 -17. C 0owmenteend SeCingslmoodlLa l SetfhVffempo lnt n t F11e510LK78D0r1A Pddendwm l I1907.doo 3-33 Envk Addendum to City of Newport Beach General Plan 2006 Update EIR • Cause an increase in traffic which is substantial in relation to the existing traffic load and capacity of the street system (i.e., result in a substantial increase in either the number of vehicle trips, the volume to capacity ratio on roads, or congestion at intersections) • Exceed, either individually or cumulatively, a level of service standard established by the county congestion management agency for designated roads or highways • Result in a change in air traffic patterns, including either an increase in traffic levels or a change in locations that results in substantial safety risks • Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment) • Result in inadequate emergency access • Result in inadequate parking capacity • Conflict with adopted policies, plans, or programs supporting alternative transportation (e.g., bus turnouts, bicycle racks)° No Substantial Change from Previous Analysis. Transportation impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and /or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analvsis Cause an Increase in Traffic Which is Substantial in Relation to the Existing Traffic Load and Capacity of The Street System (i.e., Result In A Substantial Increase In Either the Number of Vehicle Trips, the Volume to Capacity Ratio on Roads, or Congestion at Intersections) The General Plan EIR identifies that implementation of the 2006 General Plan could result in a substantial increase in the number of vehicle trips, volume to capacity on roadways, and congestion at intersections when compared to existing conditions in the City. Deficiencies could also occur at freeway segments and ramps. Volume 1A of the General Plan Final EIR identifies that the traffic study accounts for use of currently unused development entitlements. On page 4.13 -1 of the General Plan EIR, the traffic analysis assumes buildout of the City, inclusive of Fashion Island, Block 500, Block 600, and San Joaquin Plaza, consistent with the 2006 General Plan. However, improvements are identified in the General Plan Circulation Element to mitigate citywide impacts to a level that is considered less than significant. However, the City's roadway system must also accommodate regional cumulative vehicular traffic. With improvements identified in the Circulation Element, cumulative impacts to intersection operations can be mitigated to a less than significant level. However, the City's contribution to cumulative impacts associated with freeway segments and ramps would remain significant and unavoidable. The Project is not expected to be completed within 60 months of approval, and it includes a circulation improvement plan, explained in detail in the Development Agreement. The Project therefore qualifies as a Phased Land Use Development and Circulation Improvement Plan C eM a SMngslewoodLL l Be9ings4Temp my Intro FWDLK]BD%DreR ptlCa uA 1119M7 3-34 Emir Addendum to City of Newport Beach General Plan 2006 Update EIR under the City's Traffic Phasing Ordinance, Municipal Code §15.40.030.6.2. A traffic study has been prepared pursuant to the Traffic Phasing Ordinance, and "feasible mitigation" (consistent with the 2006 General Plan Circulation Element) is part of the Project. The following provides a summary of the North Newport Center Traffic Phasing Ordinance Study prepared by Austin -Foust Associates, Inc. in November 2007. The study is included in its entirety as Appendix A. The Traffic Phasing Ordinance (TPO) traffic study included the analysis of 40 intersections in the City including 5 intersections on Newport Center Drive using the City's required TPO procedure. This procedure includes both a one percent test and, where necessary, an intersection capacity utilization (ICU) analysis. Consistent with the City's TPO analysis guidelines, the Project is analyzed under short -range conditions (existing volumes plus a regional growth factor and approved projects) without and with cumulative projects (i.e., projects reasonably expected to be complete within one year after project completion which are located within the City of Newport Beach or its Sphere of Influence). Trip Generation Distribution and Analysis. The applicable trip rates and incremental trip generation for the Project is presented in Table 2. The increase in traffic includes a credit for the removal of existing uses. The Project is forecast to generate a net increase over existing of 348 trips in the AM peak hour, 311 trips in the PM peak hour, and 2,399 daily trips. TABLE 2 TRIP GENERATION SUMMARY Land%" Amount': AM Peak Wotr PM Peak (97sur•. ' Ih. , Odf: 7oYa1 ,, th :' Qat dotal TRIP RATES (ITE) Residential DU 0.06 0.28 0.34 .0.24 0.14 0.38 4.18 Quality Restaurant TSF 0.66 0.15 0.81 5.02 2.47 7.49 89.95 Shopping Center TSF 0.19 0.12 0.31 0.77 0.84 1.61 16.79 Office (Regression Eq)` TSF 0.95 0.13 1.08 0.19 0.93 1.12 7.07 Health Club TSF 0.51 0.70 1.21 2.07 1.98 4.05 32.93 TRIP GENERATION Existing Uses to be Removed Block 600 Quality Restaurant 16.4 TSF 11 2 13 83 41 123 1,479 Office 8.3 TSF 8 1 9 2 8 10 59 Health Club 17.3 TSF 9 12 21 36 34 70 570 Total Credit -28 -15 -43 -121 -83 -203 -2,108 Proposed Uses Block 500 Office 205.2 TSF 1 195 27 222 39 191 230 1,451 Block 600 Residential 430 DU 26 120 146 103 60 163 1,797 Fashion Island Shopping Center 75.0 TSF 14 9 23 58 63 121 1,259 Total Proposed Trips 235 156 391 200 314 514 4,507 NET INCREASE 207 141 348 79 231 311 2,399 Try rates per TSF determined from applying the ITE office regression equations to the existing (408 TSF) and proposed future (614 TSF) office use, and calculating the rates based on the square footage increment (206 TSF). C:tDw"m " SeftWQ9WwocotL= 1SWftffmpoeyhtw *tFtWM0WHD1DmiftAOWWWU 111907.doc 3 -35 EnWi Addendum to ON of Newwd Beach General Plan 2006 Update E!R Source: Austin -Foust Associates, Inc. 2007 For trip distribution, an internal capture rate of 10 percent was used for residential and retail uses. This rate was determined based on ITE's recommended procedure and is consistent with the City's General Plan EIR traffic study, which used a 10 percent capture rate for mixed use areas. For the office space, a five percent internal capture rate was used. A separate trip assignment was prepared for each of the three separate uses (retail/shopping center, residential, and office) in the Project. These assignments, shown by individual uses in Figures A -1 through A -3 in Appendix A, are as follows: 1. North on MacArthur Boulevard 20-40 percent 2. North on Jamboree Road 15 -30 percent 3. West on Coast Highway 15 -30 percent 4. East on Coast Highway 10 percent One Percent Analysis. The results of the TPO One Percent Analysis are presented in Table 3. This analysis identifies the intersections where the Project adds one percent or more to the background peak hour volume, in which case a more vigorous capacity analysis is performed. Opening year for the Project is assumed to be 2009; therefore, the project year for this analysis is 2010. Table 3 identifies that 39 traffic study area intersections have increases of one percent or greater of existing - plus - approved or existing -plus- approved- plus - cumulative volumes during the AM or PM peak hour. As a result, further analysis is required and a peak hour ICU analysis was conducted for the 39 locations. TABLE 3 ONE PERCENT ANALYSIS Intorsection . AM l�eak'Hour Project Volumesfpty0� GFfie r trltr NB.:. 28 EB WB wloG�i l t+K titre -; 1. MacArthur & Campus 8 20 0 0 No No 2. MacArthur Birch 8 20 20 0 No No 3. MacArthur & Von Karmen 8 20 0 0 No No 4. Jamboree & Campus 8 20 0 0 Yes Yes 5. Jamboree & Birch 8 20 0 0 Yes Yes 6. MacArthur & Jamboree 8 20 8 20 No No 7. Bayview & Bristol South (EB) 0 0 32 0 No No B. Jamboree & Bristol North (WB) 29 20 0 0 No No 9. Jamboree & Bristol South (EB) 26 20 31 0 No No 10. Jamboree & Bayview 30 52 0 0 No No 11. Jamboree & Eastbluff /University 35 52 0 0 No No 12. Jamboree & Bison 42 53 0 1 No No 13. Jamboree & Eastbluff/Ford. 42 54 0 0 No No 14. Jamboree & San Joaquin Hills 0 54 0 42 No No 15. Jamboree & Santa Barbara 1 0 0 17 No No 16. Jamboree & Coast Highway 0 17 30 15 No No 17. MacArthur & Bison 33 61 6 21 No No 18. MacArthur & Ford /Bonita Canyon 39 80 0 0 No No 19. MacArthur & San Joaquin Hills 0 82 1 40 1 0 1 No No C:10o eMs and Settin em- .00fta 1 Sett) MTempmly IMemet Fi1eM0LK7SDXDMft Mdendum•111907.d 3-36 Envlt Addendum to City of Newport Beach General Plan 2006 Update EIR TABLE 3 (Continued) ONE PERCENT ANALYSIS Intersection AM Peak Hour Project Volumes Less Than 1 % of Peak Hour Volumes NO SB ES WB w/o Cumulative w /Cumulative 20. MacArthur & San Miguel 1 0 11 7 No No 21. MacArthur & Coast Highway 0 11 2 19 No No 22. Santa Cruz & San Joaquin Hills 35 0 54 7 No No 23. Santa Rosa & San Joaquin Hills 36 0 49 4 No No 24. San Miguel & San Joaquin Hills 0 9 0 0 No No 25. Avocado & San Miguel 49 8 10 9 No No 26. Balboa/Superior & Coast Highway 0 1 0 11 18 No No 27. Newport & Coast Highway 0 10 11 18 No No 28. Riverside & Coast Highway 0 0 22 26 No No 29. Tustin & Coast Highway 0 0 22 26 No No 30. Dover /Bayshore & Coast Highway 0 9 22 32 No No 31. Bayside & Coast Highway 0 0 31 32 No No 32. Newport Center & Coast Highway 0 9 29 1 No No 33. Avocado & Coast Highway 0 7 28 18 No No 34. Goldenrod & Coast Highway 0 0 14 19 No No 35. Marguerite & Coast Highway 0 0 14 19 No No 36. Newport Center & Santa Barbara 0 0 2 1 No No 37. Santa Cruz & Newport Center 1 2 0 0 No No 38. Newport Center & Santa Rosa 6 30 0 0 No No 39, Newport Center & San Miguel 3 1 17 2 0 No No 40. Fashion Island & Newport Center 0 1 1 0 10 1 No No Intersection PM Peak Hour Project Volumes Less Than 1% of Peak Hour Volumes NB SB EB WB w/o Cumulative w/Cumulative 1. MacArthur & Campus 21 6 0 0 No No 2. MacArthur & Birch 21 6 0 0 No No 3. MacArthur & Von Karmen 21 6 0 0 No No 4. Jamboree & Campus 21 6 0 0 Yes Yes 5. Jamboree & Birch 21 6 0 0 No No 6. MacArthur & Jamboree 21 6 1 21 1 6 No No 7. Bayview & Bristol South (EB) 0 0 18 0 Yes Yes 8. Jamboree & Bristol North (WB) 58 6 0 0 No No 9. Jamboree & Bristol South (EB) 28 6 15 0 No No 10. Jamboree & Bayview 57 25 0 0 No No 11. Jamboree & Eastbluff /University 59 25 0 2 No No 12. Jamboree & Bison 82 27 0 5 No No 13. Jamboree & Eastbluff/Ford 62 32 0 0 No No 14. Jamboree & San Joaquin Hills 0 32 0 1 62 No No 15. Jamboree & Santa Barbara 6 0 0 5 Yes Yes 16. Jamboree & Coast Highway 0 5 13 31 No No 17. MacArthur & Bison 84 21 3 11 No No 18. MacArthur & Ford/Bonita Canyon 86 28 0 2 No No 19. MacArthur & San Joaquin Hills 0 30 87 0 No No 1120, MacArthur & San Miguel 1 4 0 9 0 Yes Yes C:%Docvaerns and Sa ?ngslswood dl l saungs Ta purary ind� nreawucreDZraaeecanda lIIW7.Gao 3-37 Envir Addendum to City of Newport Beach General Plan 2006 Update EIR TABLE 3 (Continued) ONE PERCENT ANALYSIS Intersi ction AM Peak' 'Hour ": '= Project Less .'Wh 1 /a o jc kbUr umes..::* Ng ,. SB >r8 Ifl1 umCumrirave xt /t ifrlifirre ". =, 21. MacArthur & Coast Highway 0 3 15 2 Yes Yes 22. Santa Cruz & San.Joaquin Hills 14 0 32 48 No No 23. Santa Rosa & San Joaquin Hills 59 0 10 14 No No 24. San Miguel & San Joaquin Hills 6 0 0 0 Yes Yes 25. Avocado & San Miguel 10 58 1 0 No No 26. Balboa/Superior & Coast Highway 0 0 1 8 15 Yes Yes 27. Newport & Coast Highway 0 4 8 15 Yes Yes 28. Riverside & Coast Highway 0 0 13 27 Yes Yes 29. Tustin & Coast Highway 0 0 13 27 No Yes 30. Dover /Bayshore & Coast Highway 0 1 13 37 No Yes 31. Bayside & Coast Highway 0 0 13 37 No No 32. Newport Center & Coast Highway 0 0 7 17 Yes Yes 33. Avocado & Coast Highway 0 48 2 0 No No 34. Goldenrod & Coast Highway 0 0 18 2 Yes Yes 35. Marguerite & Coast Highway 0 0 18 2 No Yes 36. Newport Center & Santa Barbara 0 0 9 9 No No 37. Santa Cruz & Newport Center 9 9 0 1 0 No No 38. Newport Center & Santa Rosa 26 15 0 0 No No 39: Newport Center & San Miguel 10 0 16 0 No No 40. Fashion Island & Newport Center 1 1 9 0, 0 No No source: Austin -Foust Associates, Inc., 2007 ICU Analysis. The results of the ICU analysis are presented in Table 4. A significant project impact is defined as an increase of 0.01 or more in the ICU value at an intersection that reaches LOS E or F. Examination of the results shows that the Project would result in a significant impact at three locations under existing -plus- approved - plus - cumulative conditions. These three locations with their respective with - project ICU values are: tlitisfectidn,..:; Af1C :i 60, fnGPetrt3ti't 19. MacArthur Boulevard and San Joaquin Hills Road 0.73 0.040 0.93 0.027 34. Goldenrod Avenue and Coast Highway 0.91 0.006 0.85 0.005 34. Marguerite Avenue and Coast Highway 0.98 0.006 0.92 0.006. In summary, the Project would cause three traffic study area locations to exceed the TPO standard of LOS D. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or .increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. The Project would also allow for the transfer of some existing and entitled uses in Block 600 and replace it with office uses in Block 500. As part of the proposed transfer of uses, the Applicant and the City wish to reserve 72,000 sf of the office use for a possible new City Hall in Block 500. C:Oocomenta and Sedlnpstswood" cal SedirgalTempwary lManst Ftt "XOLK7eDWreRAddendwm11IW7.dm 3-38 EnWf Addendum to City of Newport Beach General Plan 2006 Update EIR TABLE 3 (Continued) ONE PERCENT ANALYSIS Intersection AM Peak Hour Project Volumes Less Than 1% of Peak Hour Volumes NB SB EB WB w/o Cumulative wlcumulative 21. MacArthur & Coast Highway 0 3 15 2 Yes Yes 22. Santa Cruz & San Joaquin Hills 14 0 32 48 No No 23. Santa Rosa & San Joaquin Hills 59 0 10 14 No No 24. San Miguel & San Joaquin Hills 6 0 0 0 Yes Yes 25. Avocado & San Miguel 10 58 1 0 No No 26. Balboa/Superior & Coast Highway 0 0 8 1 15 Yes Yes 27. Newport & Coast Highway 0 1 4 8 15 Yes Yes 28. Riverside & Coast Highway 0 0 13 27 Yes Yes 29. Tustin & Coast Highway 0 0 13 27 No Yes 30. Dover/Bayshore & Coast Highway 0 1 13 37 1 No Yes 31. Bayside & Coast Highway 0 0 13 37 No No 32. Newport Center & Coast Highway 0 0 7 17 Yes Yes 33. Avocado & Coast Highway 0 48 2 0 No No 34. Goldenrod & Coast Highway 0 0 18 2 Yes Yes 35. Marguerite & Coast Highway 0 1 0 18 2 No Yes 36. Newport Center & Santa Barbara 0 0 9 9 No No 37. Santa Cruz & Newport Center 9 9 0 0 No No 38. Newport Center & Santa Rosa 26 15 0 0 1 No No 39. Newport Center & San Miguel 10 0 16 0 1 No No 40. Fashion Island & Newport Center 1 9 0 0 1 No No Source: Austin -Foust Associates, Inc., 2007 !CU Analysis. The results of the ICU analysis are presented in Table 4. A significant project impact is defined as an increase of 0.01 or more in the ICU value at an intersection that reaches LOS E or F. Examination of the results shows that the Project would result in a significant impact at three locations under existing -plus- approved - plus - cumulative conditions. These three locations with their respective with - project ICU values are: Intersection AM Project Increment PM Project Increment 19. MacArthur Boulevard and San Joaquin Hills Road 0.73 0.040 0.93 0.027 34. Goldenrod Avenue and Coast Highway 0.91 0.006 0.85 0.005 34. Marguerite Avenue and Coast Highway 0.98 0.006 0.92 0.006 In summary, the Project would cause three traffic study area locations to exceed the TPO standard of LOS D. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. The Project would also allow for the transfer of some existing and entitled uses in Block 600 and replace it with office uses in Block 500. As part of the proposed transfer of uses, the Applicant and the City wish to reserve 72,000 sf of the office use for a possible new City Hall in Block 500. C 1Dewmenta and SettirpsWwooftmal SenwWkTemporary nnemwt Rles10LKMDOra11 Adder m- 1118074m 3 -38 Envir Addendum to City of Newport Beach General Plan 2006 Update E!R TABLE 4 ICU SUMMARY Location Existln < Exstitig ±CFbwth + A , C�±ued sng it, *: Qrowth . A Opro, ved'+ pro c4_. Ext # my +roygth + t oVd + Cu" ulw Existi +. Approvedr+ CUM ril$tiVe +:prd ect AM PM AM .PIN Am AM plVl - 1. MacArthur & Campus .50 .74 .51 . .74 .51 .74 .53 .74 .53 .74 2. MacArthur & Birch .62 .75 .64 .77 .64 .77 .67 .79 .67 .79 3. MacArthur & Von Karmen .32 .74 .33 .76 .33 .76 .38 .80 .38 .81 5. Jamboree & Birch .56 .64 .58 .67 .58 .67 .60 .70 .60 '.71 6. MacArthur & Jamboree .68 .76 .71 .79 .71 .80 .78 .85 .78 .86 7. Bayview & Bristol South (EB) .57 1 .66 .59 .67 .59 .67 .59 .67 .59 .67 8. Jamboree & Bristol North (WB) .57 .53 .58 .56 .59 .56 .59 .59 .60 .59 9. Jamboree & Bristol South (EB) .66 .67. .68 .70 .68 .71 .70 .74 .70 .75 10. Jamboree & Bayview .36 .51 .38 .54 .39 .64 .40 .56 .41 .57 11. Jamboree & University .57 .59. .60 .63 .61 .63 .64 .69 .64 .69 12. Jamboree & Bison .50 .56 .52 .60 .53 .61 .57 .64 .58 .65 13. Jamboree & Ford .65 .69 .68 .73 .69 .74 .72 .80 .73 .81 14. Jamboree & San Joaquin Hills .57 .58 .60 .63 .61 .64 .64 .67 .65 .68 15. Jamboree & Santa Barbara .49 .70 .51 .73 .52 .73 .55 .77 .56 .77 16. Jamboree & Coast Hwy .66 .69 1 .69 .74 .69 .75 .77 .89 .77 .89 17. MacArthur & Bison .60 .66 .61 AT .62 .68 .64 .71 .65 .71 18. MacArthur & Ford/Bonita Cyn .72 .78 .73 .79' .74 .81 .78 .86 1 .78 .87 19. MacArthur & San Joaquin Hills .65 .82 .67 .85 .69 .87 .71 .90 .73 .93e 20. MacArthur & San Miguel .44 .71 .44 .73 .45 .73 .47 .77 .47 .77 21. MacArthur & Coast Hwy .71 .64 .73 .66 .74 .66 .84 .79 .85 .79 22. Santa Cruz & San Joaquin Hills .29 .28 .29 .28 .31 .29 .29 .28 .32 .30 23. Santa Rosa & San Joaquin Hills .31 .44 .32 .46 .34 .47 .35 .50 .37 .51 24. San Miguel & San Joaquin Hills .38 .61 .38 .62 1 .38 .62 .40 .65 .40 .65 25. Avocado & San Miguel .48 .76 .48 .77 .51 .78 .48 .78 1 .52 .79 26. Superior/Balboa & Coast Hwy .70 .72 .73 .79 .73 .79 .75 .86 .75 .86 27. Newport & Coast Hwy .77 .68 .80 .73 .80 .73 .82 .77 .83 .77 28. Riverside & Coast Hwy .73 .79 79 .84 .79 .85 .82 .88 .82 .89 C:10 eft and 3edingslawaotlRO SeltingelTemporary lnlanel Fil "101-1 MDraft Addendum-111907.dw 3.40 Environmental Analysis Addendum to City of Nearoort Beach General Plan 2006 Uodete EfR TABLE 4 (Continued) ICU SUMMARY t coatian; ' EX,+stirrp , Ezigtfilg +Growth +AP�r®ved 8W Growth .+ 0.rtt: ± Pee' edt ExIsQ�+ th1E`SfPM1'EI`<6 UP Quad + Cutnul8trve E- 3fj$UUn�J +(f}gyy + i�pp►awad + ' Cufhutttljde +Project . A NF.. "�'AM1 A1@I PAiI. ; kNF PM Atut. PNF ; :;. Am, OR 29. Tustin & Coast Hwy .73 .59 .79 .63 .80 .63 .82 .69 .83 .70 30. Dover & Coast Hwy .67 .74 .70 .79 .71 .79 .73 .84 .74 .85 31. Bayside & Coast Hwy .73 .64 .79 .72 .79 .73 .81 .76 .82 .77 32. Newport Center & Coast Hwy .36 .53 .37 .55 .37 .55 .46 .62 .46 .62 33. Avocado & Coast Hwy .49 .60 .50 .62 .53 .62 .60 .72 .62 .73 34. Goldenrod & Coast Hwy .73 .68 .75 .70 .76 .71 .91 .87 .92' .87 35. Marguerite & Coast Hwy. .79 .73 .81 .75 .82 .76 .97 .91 .98 .92• 36. Newport Center &Santa Barbara .14 23 .14 .23 .14 .23 .14 .23 .14 .23 37. Santa Cruz & Newport Center .12 .21 .12 .21 .12 .22 .12 .21 .12 .22 38. Newport Center & Santa Rosa .15 .25 .15 .25 .16 .24 .16 .26 .16 .26 39. Newport Center & San Miguel .22 .41 .22 All .22 .41 .22 .42 .23 .42 40. Fashion Island & Newport Center .22 .43 .22 .43 .22 .43 .22 .43 .22 .43 • Indicates significant project Impact Level of service ranges: .00-.60 A .61-10 B .71-.80 C .81-.90 D .91 -1.00 E Above 1.00 F Source: Austin -Faust Associates, Inc. 2007. CAOmmeme and Settingelewa mal SedingWempmry Im"m FilftkOLICW Oren AdtleMUm- 111907.dx 3-41 Environmental Analysis Addendum to Uv of Newport Beach General Plan 2006 Update EIR TABLE 5 CONVERTED USES In summary, the currently entitled uses in Block 600 (i.e., 195 hotel rooms and 42,036 sf of health club, retail, and. office uses) proposed for transfer.to Block 500 equate to 339 PM peak hour trips. These 339, trips would match. the amount of PM, peak. hour. trips projected to be generated by a pew. 72,000 sf City Hall plus another 205,161. sf of office use. Therefore, the proposed transfer of development rights would not result in any adverse traffic impacts. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Exceed, Either Individually or Cumulatively, a Level of Service Standard Established By the County Congestion Management Agency for Designated Roads or Highways The General Plan EIR identifies that all Congestion Management Plan arterials in the City would continue to operate at acceptable levels of service (LOS E or better) with implementation of the 2006 General Plan. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Result In A Change In Air Traffic Patterns, Including Either An Increase In Traffic Levels Or A Change In Locations That Results In Substantial Safety Risks As previously addressed in this Addendum, the four sub -areas are in the AELUP for the John Wayne Airport. The ALUC has found the.City of Newport Beach to be a consistent agency with the AELUP. Additionally, the four sub -areas are within the AELUP Height Restriction Zone. Within this zone, notice to the Federal Aviation Administration (FAA) is required for construction or alteration to any building more than 200 feet above ground level. Prior to construction or alteration of a building more than 200 feet above ground level a Determination of No Hazard C10ow s and SWtngsWvaoML lSsWNMTe PMdY lnWrot Re5X0LK78010Mft Addendum) 11907.4= 3-42 Envir I }Nt PAD Use'(Emtit16d.inBlock600): PeakHouFRate _ Piak,Tnps ;...? , Hotel (195 Rooms) — Unbuilt Entitlement 0.70 (ITE 310)8 136 Family Fitness (17,300° so — Existing 4.05 (ITE 492)c 70 Palm Gardens (16,447" so — Existing 7.49 (ITE 931)° 123 Eliminated Office (6,789° so — Existing 1.12 (ITE 710)0 8 Eliminated Office (1,500 so — Existing 1.12 (ITE 710)e 2 Total 339 Use (Proposed in Block 500) Office (205,161 sf) 1.12 (ITE 710)e 230 City Hall (72,000 so 1.50 (ITE 750)' 108 Total 338 a Hotel (rates applied for each occupied room) b Per building permit information c Health Club (rates per TSF) d Quality Restaurant (rates per TSF) e Trip rate per TSF determined from applying the ITE office regression equation to the existing (408 TSF) and proposed future (614 TSF) office use, and calculating the rate based on the square footage increment (206 TSF) f Closest ITE rate (in both function and magnitude) to match the GP assumption for City Hall trip generation. Source: Austin -Foust Associates, Inc. 2007 In summary, the currently entitled uses in Block 600 (i.e., 195 hotel rooms and 42,036 sf of health club, retail, and. office uses) proposed for transfer.to Block 500 equate to 339 PM peak hour trips. These 339, trips would match. the amount of PM, peak. hour. trips projected to be generated by a pew. 72,000 sf City Hall plus another 205,161. sf of office use. Therefore, the proposed transfer of development rights would not result in any adverse traffic impacts. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Exceed, Either Individually or Cumulatively, a Level of Service Standard Established By the County Congestion Management Agency for Designated Roads or Highways The General Plan EIR identifies that all Congestion Management Plan arterials in the City would continue to operate at acceptable levels of service (LOS E or better) with implementation of the 2006 General Plan. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Result In A Change In Air Traffic Patterns, Including Either An Increase In Traffic Levels Or A Change In Locations That Results In Substantial Safety Risks As previously addressed in this Addendum, the four sub -areas are in the AELUP for the John Wayne Airport. The ALUC has found the.City of Newport Beach to be a consistent agency with the AELUP. Additionally, the four sub -areas are within the AELUP Height Restriction Zone. Within this zone, notice to the Federal Aviation Administration (FAA) is required for construction or alteration to any building more than 200 feet above ground level. Prior to construction or alteration of a building more than 200 feet above ground level a Determination of No Hazard C10ow s and SWtngsWvaoML lSsWNMTe PMdY lnWrot Re5X0LK78010Mft Addendum) 11907.4= 3-42 Envir Addendum to City of Newport Beach General Plan 2006 Update EIR must be obtained from the FAA. A determination of No Hazard is the FAA's independent finding, that a proposed structure will not pose a hazard to air navigation. The PC Text requires that any structure above 200 feet will be forwarded to the FAA for their independent analysis. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. As set forth in the General Plan EIR, impacts to John Wayne Airport operations with implementation of the 2006 General Plan are less than significant. Substantially Increase Hazards Due To A Design Feature (e.g., Sharp Curves Or Dangerous Intersections) Or Incompatible Uses (e.g., Farm Equipment) The General Plan EIR notes that site - specific projects are not addressed in the 2006 General Plan. As such, it would speculative to determine if any particular project would be designed in a manner to cause safety hazards. The General Plan EIR does identify that none of the circulation improvements identified in the EIR would introduce safety hazards and would not result in significant impacts. With respect to the four sub - areas, as currently developed areas, A is expected that future development consistent with the 2006 General Plan would use the existing roadway system and as such would not cause safety hazards. Any traffic improvements for the Project are consistent with the assumptions set forth in the General Plan EIR, and as noted above, would not result in significant impacts. . The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Result in Inadequate Emergency Access As previously addressed in this Addendum, the General Plan EIR notes that increased population and development could result in congested traffic conditions. The 2006 General Plan identifies policies to ensure that the city's Emergency Management Plan is regularly updated, provides for efficient and orderly citywide evacuation, and ensures that emergency service personnel are knowledgeable of the relevant response plans for the City. Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that traffic impacts related to emergency access would be less than significant with mitigation. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Result In Inadequate Parking Capacity The General Plan EIR does not identify Newport Center as an area of the City with limited parking availability. The North Newport Center Project, as with other projects in the City, would be required to comply with parking requirements identified in the City's Municipal Code. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Conflict with Adopted Policies, Plans, Or Programs Supporting Alternative Transportation (e.g., Bus Turnouts, Bicycle Racks) The 2006 General Plan Circulation Element includes policies related to transportation systems management, transportation demand management, etc. These policies encourage alternative modes of transportation. The General Plan EIR notes that implementation of the 2006 General Plan will not result in significant impacts. The Project is in conformance with the assumptions C:10omanmt$ and sapirgst$waotllL KW gaping$ \Temporary Intamet FBe$ \0LN713D0W t Adpanpum.111907.doc 3-03 Envir Addendum to City of Newport Beach General Plan 2006 Update EIR set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Mitiaation Proaram. Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island,. Block 500, Block 600, and San Joaquin Plaza. The following mitigation would also be required for the Project: At MacArthur Boulevard and San Joaquin Hills Road, the Applicant shall construct a third eastbound left -turn lane. The intersection would operate at LOS D with the recommended improvement. This improvement is consistent with the General Plan. Consistent with the TPO, this improvement will be completed early in the development phasing (i.e., before issuance of a certificate of occupancy for the first building [other than a parking structure]) constructed as part of the Project, but in no event later than 60 months from the operative date of the Development Agreement. 2. The Applicant shall work with the City on design and development of circulation enhancements in the North Newport Center area, consistent with the General Plan Circulation Element, including widening of Avocado Avenue between San Miguel Drive and San Nicolas Drive, dedication of public right -of =way and enhancement of San Miguel Drive between MacArthur Boulevard and Avocado Avenue, and installation of traffic signals on Newport Center Drive. Level of Sianificance After Mitiaation At the two other impacted intersections (Goldenrod Avenue at Coast Highway and Marguerite Avenue at Coast Highway), there are no feasible improvements available, a fact which has been recognized and accepted in the 2006 General Plan and General Plan EIR which accepts LOS E at these two intersections. Consistent with the findings of the General Plan EIR, the General Plan EIR identifies that traffic impacts related to intersections, Congestion Management Plan arterials, air traffic patterns, design hazards, emergency access, and parking would be less than significant with mitigation. No feasible mitigation has been identified in the General Plan EIR to reduce impacts to freeway mainlines and ramps; this impact remains significant and unavoidable. Findina of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light.of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant, effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. =oam and Seithgftww ft lSedingS %Temporary into FilWXQLK713D0 B Addendum-111907Ax $-44 EnWr Addendum to City of Newport Beach General Plan 2006 Update EIR 3.15 UTILITIES AND SERVICE SYSTEMS The following thresholds of significance are as set forth in the General Plan EIR. It identifies that implementation of the proposed General Plan Update may have a significant adverse impact on utilities and service systems if it would result in any of the following: • Require or result in the construction and/or expansion of water supply or wastewater facilities, or new energy or natural gas production or transmission facilities, the construction of which could cause significant environmental impacts • Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new and expanded entitlements needed • Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board • Would the project be served by a landfill with insufficient permitted capacity to accommodate the project's solid waste disposal needs • Would the project fail to comply with applicable federal, State, and local statutes and regulations related to solid waste No Substantial Change from Previous Analysis. Utility and service system impacts have been previously analyzed as part of the General Plan EIR, which was prepared and certified pursuant to State and City CEQA Guidelines. Minor additions and/or clarifications are needed to make the previous document adequate to cover the actions that are currently proposed, which are documented below and serve as an Addendum to the General Plan EIR. Summary Analysis Require or Result in the Construction and /or Expansion of Water Supply or Wastewater Facilities, or New Energy or Natural Gas Production or Transmission Facilities, the Construction of Which Could Cause Significant Environmental Impacts Have Sufficient Water Supplies Available To Serve the Project from Existing Entitlements and Resources, or Are New and Expanded Entitlements Needed Water Supply and Treatment The General Plan EIR notes that buildout of the 2006 General Plan could require the construction of new and/or expanded water treatment plants or water conveyance systems, and that water demand may exceed existing water entitlements. Three sources provide water service to the City of Newport Beach: the City, Irvine Ranch Water District .(IRWD), and Mesa Consolidated Water District (MCWD). Water supplied by the City is purchased from two sources. Groundwater is purchased from the Orange County Water District (OCWD) and imported water is purchased from the Metropolitan Water District of Orange County (MWDOC). The watersupply assessment conducted for the General Plan EIR assumed full buildout of the 2006 General Plan land.uses, inclusive of Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Page 4.14 -20 of the General Plan EIR states: MWDOC, the City's provider of imported water, IRWD, and Mesa have each indicated they can accommodate the additional demand from the proposed General Plan Update in addition to future growth assumed in the respective cAooa GM and SWINSW -0w X 181411VIATMP111Y 110"t F41M0LK7aoror ft Add, 11111sor.mc - 3.45 Envir Addendum to City of Newport Beach General Plan 2006 Update EIR UWMPs [Urban Water Management Plans]. In addition, the implementation of conservation measures would be required on a project - specific basis and water shortage contingency plans would further reduce additional water demand. Finally, future development is required to adhere to Section 10910 of the California Water Code. Therefore, the cumulative impact to water supply would be less than significant. In addition to MWDOC, IRWD and Mesa, OCWD projects that there would be sufficient groundwater supplies to meet any future demand requirements in Newport Beach 28 The General Plan EIR concluded that there is sufficient water supply to meet the needs of the City. The General Plan EIR also addressed potential affects of new development on groundwater supplies and concluded that impacts will be less than significant due to conservation policies in the 2006 General Plan. The City's Water Supply Plan accounted for the demand associated with buildout of the 2006 General Plan land uses. The 2006 General Plan includes policies to conserve water and reduce potential impacts to groundwater supply. Citywide, projects inclusive of development in the four sub -areas are required to comply with the City's fair share requirements and with General Plan Update policies on water conservation. Compliance makes impacts less than significant. The General Plan EIR states: '...any request for service resulting from new development would be subject to a site- specific evaluation of the existing water system's capacity to service the development. If improvements to the existing water system are required or additional facilities are needed, the property developer would be required to pay its fair share of the cost of all or portions of the needed improvements.e29 General Plan Update goals and policies promote water conservation and limit water consumption. As such, impacts were found to be less than significant. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. The General Plan EIR states that Additional development accommodated under the proposed General Plan Update would increase water use within the City, thus increasing the need for water treatment services... [the Metropolitan Water District] MWD can meet 100 percent of the City's imported water needs until the year 2030... any request for service resulting from new development would be subject to a site - specific evaluation of the existing water system's capacity to service the development. If improvements to the existing water system are required or additional facilities are needed, the property developer would be required to pay its fair share of the cost of all or portions of the needed improvements .30 Impacts of the proposed project would be less than significant because General Plan Update Policy LU 2.8 directs the City to accommodate land uses that can be adequately supported by infrastructure, including water treatment and conveyance facilities. As such, adequate water infrastructure would be provided for all development assumed in the 2006 General Plan, inclusive of the four sub - areas. The General Plan EIR finds that "...because future development under the proposed General Plan Update would be required to adhere to existing regulations and the proposed policies identified above, no impact would result." (See 4.14 -30) The Project 28 Ibid., page 4.14 -8. 29 Ibid.. page 4.14 -17. 30 City of Newport Beach, Final Environmental Impact Report for the General Wan 2006 Update, July 26, 2006, page 4.14 -17. C:Oo ems mid sawnpe%ffiwoom&ocat semngskTe, rwy IMF FNWOLKeowren�a„oM907.dw 3-46 Envlr Addendum to City of Newport Beach General Plan 2006 Update ER is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Natural Gas Southern California Gas Company (SCGC) provides natural gas service for the City of Newport Beach. The General Plan EIR states: Any expansion of service necessitated by implementation of the proposed General Plan Update would be in accordance with SCGC's policies and extension rules on file with the California Public Utilities Commission at the time contractual agreements are made. Because the natural gas demand projected for the proposed General Plan Update would not exceed available or planned supply, new infrastructure would not be required to serve the proposed project. Therefore, no impact would resuft.31 The Project is expected not to have a significant impact on natural gas supplies because natural gas demand projected for General Plan buildout, inclusive of the four sub - areas, would not exceed available or planned supply and because new infrastructure would not be needed to serve the four sub- areas. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Exceed Wastewater Treatment Requirements of the Applicable Regional Water Quality Control Board Require or Result in the Construction and/or Expansion of Water Supply or Wastewater Facilities, or New Energy or Natural Gas Production or Transmission Facilities, the Construction of Which Could Cause Significant Environmental Impacts Have Sufficient Water Supplies Available To Serve the Project from Existing Entitlements and Resources, or Are New and Expanded Entitlements Needed Sewer Systems Wastewater from the City's sewer system is treated by the Orange County Sanitation District (OCSD). The General Plan EIR identifies that a majority of the City's sewage flow is pumped to the OCSD Plant No. 2; flows from the portion of the City north of the Corona del Mar Freeway (State Rout 73) are pumped to Plant No. 1. The General Plan EIR.states: ...policies under the proposed General Plan Update require the renovation of all older sewer pump stations and the installation of new plumbing according to most recent standards, and implementation of the Sewer System Management Plan and Sewer Master Plan. Implementation of the proposed General Plan Update policies requires adequate wastewater facilities and conveyance systems to be available to the City residents. Therefore, impacts to the wastewater treatment facilities associated with increased growth in the City would be less than significant.32 31 Ibid., page 4.14 -50. 3' Ibid., page 4.14 -32. C:U)x OMs arid Setlingslmwoa Local SetmOTemporary Internet Fi1W0LK78DTraft AodeMUm111W.coc 3.47 E70 Addendum to City of Newport Beach General Plan 2006 Update EIR Impacts from implementation of the 2006 General Plan, inclusive of the Project, are expected to have a less than significant impact to sewer systems because implementation of the Sewer System Management Plan and Sewer Master Plan, in conjunction with General Plan policies relating to sewer systems, would reduce impacts to a less than significant level. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a previously identified significant impact as previously analyzed in the General Plan EIR. Would the Project be Served by a Landfill with Insufficient Permitted Capacity to Accommodate the Project's Solid Waste Disposal Needs Would the Project Fail to Comply With Applicable Federal, State, and Local Statutes and Regulations Related to Solid Waste Solid Waste Disposal As noted in the General Plan EIR, the Frank R. Bowerman Sanitary Landfill serves the City, and states: The increase in solid waste generated by the development under the proposed General Plan Update would not exceed capacity of the landfill. In addition, AB 939 mandates the reduction . of solid waste disposal. in landfills. Consequently, this analysis assumes a worst -case scenario, as. it is anticipated that at least approximately 50 percent of the estimated increase in solid waste generation could be diverted (or approximately 10,830 tons /year). Therefore, the Frank R. Bowerman Sanitary Landfill would have sufficient capacity to serve the increased development within the City under the proposed General Plan Update.33 Citywide buildout under the 2006 General Plan assumptions would not have an impact on solid waste generation or disposal at the Bowerman Landfill. However, on a cumulative basis, the General Plan EIR "without approved. specific plans for substantial expansion of the landfill facilities that serve the County, solid waste generation from approved and foreseeable cumulative projects in the project area vicinity would exacerbate regional landfill capacity issues in the future. °34 Cumulative impacts are considered significant and unavoidable. The Project is in conformance with the assumptions set forth in the General Plan EIR. Therefore, implementation of the Project would not result in any new impacts or increase the severity of a Previously identified significant impact as previously analyzed in the General Plan EIR. Mitigation Program Policies of the 2006 General Plan were adopted as a mitigation program that minimized impacts associated with buildout of the City of Newport Beach, including the implementation of future development in Fashion Island, Block 500, Block 600, and San Joaquin Plaza. Level of Significance After Mitigation Consistent with the findings of the General Plan. EIR, the General Plan EIR identifies that all utility and service system impacts can be mitigated to a level of less than significant with the exception of cumulative impacts to landfill capacity; this impact remains significant and unavoidable. 33 ibid., page 4.14 -44. 34 Ibid., page 4.14 -45. CA Daoneda and sanngss�Lwaisemngavampormyo-n« ,atFda:wuneoarereAddenm,m-i»em.dx 348 Envir Addendum to Gly of Newport Beach General Plan 2006 Update EIR Findina of Consistency With General Plan EIR Pursuant to Section 15162 of the CEQA Guidelines, the City of Newport Beach has determined, on the basis of substantial evidence in the light of the whole record, that the North Newport Center Project does not propose substantial changes to the project; no substantial changes would occur which would require major revisions to the General Plan EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; and no new information of substantial importance has been revealed since the certification of the General Plan EIR. CMt memo a Sftn9S%awoodUl I Seldgffempo ry 9rtemet Fdee OW13010 M Addw d m- 111907.dm 349 Envii APPENDIX A TRAFFIC STUDIES FINAL City of Newport Beach NEWPORT CENTER TRIP TRANSFER TRAFFIC STUDY Prepared by: Austin -Foust Associates, Inc. 2223 Wellington Avenue, Suite 300 Santa Ana, Califomia 92701 -3161 (714) 667 -0496 November 7, 2007 City of Newport Beach NEWPORT CENTER TRIP TRANSFER TRAFFIC STUDY As part of the proposed North Newport Center Project, The Irvine Company is proposing to remove some existing and entitled uses in Block 600 and replace them with office uses in Block 500. As part of the proposed transfer of uses, The Irvine Company and the City wish to reserve 72,000 square feet of the converted uses for a new City Hall building in Block 500. The transfer of development rights within Newport Center is allowed in accordance with the City of Newport Beach General Plan Policy LU 6.14.3 provided the transfer will not result in any adverse traffic impacts. Austin -Foust Associates, Inc. (AFA) examined the conversion and transfer of the entitled uses into equivalent office uses on the basis of a PM peak hour trip generation equivalency basis. ANALYSIS The transfer involves existing uses including a health club, restaurant, and office as well as remaining, but as yet unused entitlement for hotel uses in Block 600, which will be replaced by office use in Block 500. The existing uses in Block 600 amount to 42,036 square feet (sf) of office, restaurant and health club uses. The unused entitlement in Block 600 is 195 hotel rooms. These entitled uses in Block 600 are to be replaced in Block 500 with office use, 72,000 sf of which may be used for a new City Hall. The analysis is based upon use of the worst case PM peak hour trip rates. Rates for the analysis were taken from ITE's 7`4 Edition Trip Generation publication. The trips generated by the uses proposed to be eliminated are calculated in Table I. As indicated, the uses included as the basis of the proposed transfer are projected to generate 339 PM peak hour trips. A potential new City Hall of 72,000 sf would generate 108 peak hour trips (based on a rate of 1.5 trips per thousand square feet) leaving 231 trips, which can be allocated toward other uses. These 231 PM peak hour trips equate to 206,000-+ sf of office use based on a trip rate of L 12 trips/TSF. The proposed project consists of 205,161 sf of office space in Block 500. Therefore, the total PM peak hour trip generation associated with the converted uses proposed for Block 500 would be 338 trips. Newport Center Trip Transfer Traffic Smdy .4tutin -pawl Aswrciates, Inc. onosorpt.twc Table I CONVERTED USES PM PM Use Entitled in Block 600 Peak Hour Rate Peak Tr s Hotel 195 Rooms — Unbuilt Entitlement 0.70 ITE 310 ' 136 Fami Fitness 17 300* — Exist' 4.05 ITE 492 70 Palm Gardens 16 447* s — Existi 7.49 ITE 931 123 Eliminated Office 6,789* s — Existio 1.12 ITE 710' 8 Eliminated Office 1,500 s — Existio 1.12 PTE 710 4 2 TOTAL 339 Use ro osed in Block 500 Office 05,161 s 1.12 ITE 710 230 Ci Hall (72,000 s 1.50( 75P)4 108 TOTAL 338 * Per building permit information. Hotel (rates applied for each occupied room) ' Health Club (rates per TSF) ' Quality Restaurant (rates TSF) per 4 Trip rate per TSF determined from applying the ITE office regression equation to the existing (408 TSF) and proposed future (614 TSF) office use, and calculating the rate based on the square footage increment (206 TSF) ' Closest ITE rate (in both function and magnitude) to match the GP assumption for City Hall trip generation. Ncwpun Crnter Trip Transfer Z Traffic Study Austin -Faust A, s,miatm Im. 017080rpt.dac CONCLUSION In summary, it is concluded that the currently entitled uses in Block 600 Newport Center (i.e., 195 hotel rooms and 42,036 sf of health club, retail, and office uses) proposed for transfer to Block 500 equate to 339 PM peak hour.trips. These 339 trips would match the amount of PM peak hour trips projected to be generated by a new 72,000 sf City Hap plus another 205,161 sf of office use. Therefore, the proposed transfer of development rights will not result in any adverse traffic impacts. Newport Center Trip Tranafer 3 Traffic Study Augin -Fuuxt Avw:iat .1M. 017080rpt.doc FINAL City of Newport Beach NORTH NEWPORT CENTER TRAFFIC PHASING ORDINANCE TRAFFIC STUDY Prepared by: Austin -Foust Associates, Inc. 2223 Wellington Avenue, Suite 300 Santa Ana, California 92701 -3161 (714)667 -0496 November 6, 2007 NORTH NEWPORT CENTER TRAFFIC PHASING ORDINANCE TRAFFIC STUDY A project comprised of 430 residential dwelling units in Block 600, 205,161 square feet (sf) of office space in Block 500, and 75,000 sf of retail shopping center space in Fashion Island is proposed within Newport Center. In addition, a total of 42,036 sf of existing office, restaurant, and health club uses will be removed from Block 600. ANALYSIS A Traffic Phasing Ordinance (Tp0) traffic stud, was conducted for the proposed project A total of 40 intersections within the City including five intersections on Newport Center Drive (the interior ring road around Fashion Island) were examined using the City's required TPO procedure. This procedure includes both a one percent test and, where necessary, an intersection capacity utilization (ICU) analysis. Consistent with the City's TPO analysis guidelines, the project is analyzed under short-range conditions (existing volumes plus a regional growth factor and approved projects) without and with cumulative projects (i.e., projects reasonably expected to be complete within one year after project completion which are located within the City of Newport Beach or its sphere of influence). Trip Generation Distribution and Analysis The applicable trip rates and incremental trip generation for the proposed project is presented in Table 1. The increase in traffic includes a credit for the proposed removals of existing uses. The Proposed project is forecast to generate a net increase over existing of 348 trips in the AM peak hour, 311 trips in the PM peak hour, and 2,399 trips daily. For trip distribution, an internal capture rate of 10 percent was utilized for the retail uses. Thi residential and s rate was determined based on ITE's recommended procedure (see calculations in Appendix) and is consistent with the City's General Plan traffic study, which also utilizes 10 percent for mixed use areas. For the office space, a five percent internal capture rate was utilized. North Newport Center 1 Traffic phasing Ordinance Tranic study Austin-Foust Associates, Inc. 0170801po.doc �J North Newport Center Tragic Phasing Ordinance Tmflic Smdy Austin -Faust Assaciate,, Inc. 0170g0tpo.,Im i' A separate trip assignment was Prepared for each of the three separate uses (retail/shopping center, residential, and office) in the proposed project. These assignments, shown by individual uses in Figures A -1 through A -3 in the Appendix, are basically as follows: 1. North on MacArthur Boulevard 20-40 percent 2. North on Jamboree Road 15 -30 percent 3. West on Coast Highway 15 -30 percent 4. East on Coast Highway 10 percent One Percent Analysis The results of the TPO One Percent Analysis are listed in Table 2. This analysis identifies the intersections where the project adds one percent or more to the background peak hour volume, in which case a more vigorous capacity analysis is performed. Opening year for the project is assumed to be 2009; therefore, the project year for this analysis is 2010. Examination of Table 2 reveals that 39 study intersections 'showed increases of one percent or greater of existing - plus - approved or existing -plus- approved- plus - cumulative volumes during the AM or. PM peak hour. As a result, further analysis is required and a peak hour ICU analysis was conducted for the 39 locations. ICU Analysis' The results of the ICU analysis are presented in Table 3. A significant project impact is defined as an increase of .01 or more in the ICU value at an intersection that reaches LOS ". E" or "F ". Examination of the results shows that the project causes a significant impact at three locations under existing -plus- approved - plus - cumulative conditions. These three locations with their respective with - project ICU values are: North Newport Center j Tmtin: Phasing Orditunce T,tTc Study Austbn-Foust Associates. Inc. 0170WIPO'dw 11 North Newport Center 4 Tnfffic Phasing Ordinance Traffic Satdy Awtin -Foust Associates, Inc. 017080tpo.doc E-1 N. �C TraffiC Phasing Ordinance Tmfrw Smdy %S&ucmto Inc. 01 7080tpo.dnc Traffic Phaxing Ordinance Traf}ic Study cont nuscm -roue gsxociates, InC. 0I7080tpo.doc Table 3 (cont) ICU SUMMARY " Indicates significant project impact Level of service ranges: .00 - .60 A .61 -.70 B .71 -.80 C .81 - .90 D .91 -1 .00 E Above 1.00 F Nonh Newport Center Traffic Phasing Ordinnfue Treftic SWdy Existing + Growth tl Existing + Growth + Approved + Prniect .79 .37 .53 .76 .24 tasting + Grow + Approved + Existing + Growth -+- Approved + cumulative + Protect AM PM 74 .85 .82 .77 •46 .62 .92' T .98 .14 —12 associates, Inc. 017080tpo.doc CONCLUSION In summary, it is concluded that the project causes three study locations to exceed the TPO standard of LOS "D ". At MacArthur Boulevard and San Joaquin Hills Road, the addition of a third eastbound left -turn lane is recommended as mitigation. The intersection will operate at LOS "D" with the recommended improvement. This improvement is consistent with the General Plan. At the two other impacted intersections (Goldenrod Avenue at Coast Highway and Marguerite Avenue at Coast Highway), there are no feasible improvements available, a fact which has been recognized and accepted in the General Plan which accepts LOS `B" at these two intersections. The intersections along Newport Center Drive currently operate at LOS "A" during the M and PM peak hours. With the A the of project traffic, these intersections will continue to operate at LOS "A„ North Newport Center - 8 Traffic Phasing Ordinance Tragic Study Austin-Foust Associates, Inc. 017080ipo.doo N E Nonh Newp,,[ (7,,ner� ,Tmmc Phasing Ordinance Tmfric Swdy APPENDIX A As iatu, Inc. 017080".dDc E North Newport ct,,w Traffic Phasing Ordinance Tmfrw Study A-2 Austin-Foust 017080(po.dw Figure A -1 GENERAL PROJECT DISTRIBUTION • RESIDENTIAL Newport Center Development A -3 tin - Traffic. Phasing Ordinance Traffic Study A usFoust Associates, Inc 01708 FS Oqm gA-Ldwg E .. Figure A -Z GENERAL PROJECT DISTRIBUTION RETAEL N ewport Center Dosclagnwa A4 Traffic Phasiag Ordinance Traffic Study Amda -Forst Assodatm Inc. 0I7080tpoFigA -7-dwg Newport Center Development Traffic Phasing Ordinance Traffic Study Figure A -3 GENERAL, PROJECT DISTRBUCION OFFICE A -5 Austin -Foust Associates, Inc. 017080tpoFi&A -3,dwg LJ 11% Traffic Volume Analysis Intersection: 1. MacArthur & Campus Existing Traffic Volumes Based On Average WhnterfSpdng 2006 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 How Direction Volume Volume Volume Volume Projected Peak 1 Hour Volume 1 %of Projected Peak 1 Hour Volume Project Peak 1 Hour Volume AM PEAK PERIOD Northbound 1000 40 16 0 1056 11 8 Southbound 1478 59 25 0 1562 16 20 Eastbound 1323 0 10 0 1333 13 0 Westbound 368 0 2 0 370 4 0 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Four Traffic Volume. Project AM Traffic is estimated to be 1 % w greater of projected AM Peak 1 Hour Traffic Intersection Capacity Utilization (ICU) Analysis is required. Volume. PM PEAK PERIOD Northbound 1361 54 30 0 1445 14 21 Southbound 1905 76 26 0 2007 20 6 Eastbound 993 0 5 0 998 10 0 Westbound 1367 0 6 0 1373 14 0 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. .PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A-6 I% Traffic Volume Analysis Intersection: 2. MacArthur & Bh-ch Existing Traffic VOIUmaS Based On Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume I% of Projected Project Peak 1 Hour Peak 1 Hour Volume Volume AM PEAK PERIOD Northbound 1892 57 11 0 1960 20 8 Southbound 1094 33 26 0 1153 12 20 Eastbound 554 0 7 0 561 6 p Westbound 232 0 0 0 232 2 0 . Project AM Traffic is estimated to be less than 1 °% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required_ PM PEAK PERIOD Northbound 1318 40 17 0 1375 14 21 Southbound 2306 69 28 0 2403 24 6 Eastbound 525 0 14 0 639 5 p Wastbound 937 0 2 0 939 9 0 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. _ => Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North New pod Center TPO FULL OCCUPANCY YEAR: 2010 A -7 F ... I CP I 1% Traffic Volume Analysis Southbound 627 25 14 0 666 7 20 Eastbound 155 0 5 0 160, 2 0 Westbound 302 0 3 0 305 Project AM Traffic is estimated to be less than 1% Of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% Or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. fr.. PM PEAK PERIOD Northbound 1014 41 16 0 1071 K] 3 0 11 21 Seuth6gmd 1097 44 18 0 1159 12 6 Eastbound 640 0 15 0 655 7 p Westbound 899 0 8 0 907 9 0 Project PM Traffic is estimated to be less than I% of projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak t Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. PROJECT: North Newpert Center TPO FULL OCCUPANCY YEAR: 2070 A -8 Intersection: 3. MacArthur & Von Kansan Existing Tof6c Volumes Based on Average Winter/Spring 2006 Peak t Hour Approved Cumulative Existing Regional Projects Projects Projected I% Of Projected Project Approach Peak 1 Hour Growth Peak t Hour Peak 1 Hour Peak 1 Hour Peak t Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1903 76 9 0 1988 20 8 Southbound 627 25 14 0 666 7 20 Eastbound 155 0 5 0 160, 2 0 Westbound 302 0 3 0 305 Project AM Traffic is estimated to be less than 1% Of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% Or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. fr.. PM PEAK PERIOD Northbound 1014 41 16 0 1071 K] 3 0 11 21 Seuth6gmd 1097 44 18 0 1159 12 6 Eastbound 640 0 15 0 655 7 p Westbound 899 0 8 0 907 9 0 Project PM Traffic is estimated to be less than I% of projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak t Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. PROJECT: North Newpert Center TPO FULL OCCUPANCY YEAR: 2070 A -8 . 1% Traffic Volume Analysis Intersection: 4. Jamboree 8 Campus Existing Traffic Volumes Based an Average Winter /Sprang 2008 Peak 1 How Approved Cumulative Existing Regional Projects Projects Projected Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Four Peak 1 Hour Direction Volume Volume Volume Volume Volume 11% of Projected project Peak 1 Hour Pear 1 Hour Volume Volume AM PEAK PERIOD Northbound 1520 61 26 0 1607 16 g Southbound 2134 as 46 0 2265 23 20 Eastbound 290 0 4 0 294 3 0 Westhound 845 0 3 0 848 . 8 p Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. . Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. . PM PEAK PERIOD Northbound 2025. 81 45 0 2151 . 22 21 Southbound 2413 97 42 0 2552 26 g Eastbound 1086 0. 2 0 1088 11 p Westbound 769 0 5 0 774 8 p =_> Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 How Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 I A•9 1 .0 1% Traffic Volume Analysis Intersection: S. Jamboree & Birch Existing Traffic Volumes Based on Average Wintar/Spdng 2006 Peak 1'How Approved Cumulative Existing Regional Projects Projects Projected 11% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Vohune Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1648 66 28 0 1742 17 8 Southbound 2051 82 57 0 2190 22 20 Eastbound 194 0 0 0 194 2 0 Westbound 7 0 0 0 7 0 0 =_> Project AM Traffic is estimated to be less than 11 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. PM PEAK PERIOD Northbound 1844 .74. 52 0 1970 20 21 Southbound 2346 94 45 0 2485 25 6 Eastbound 509 0 1 0 510 5 0 Westbound 14 0 0 0 14 0 0 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated lobe 1% or greater of Projected, PM Peak 1 Haar Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. IPROJECT: North Newport Center TPO I A -10 FULL OCCUPANCY YEAR: 2010 1% Traffic Volume Analysis Intersection: 6. MacArthur & Jamboree Existing Traffic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative EAsting Regional Projects Projects Projected Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume volume Volume 1% of Projected Peak 1 Hour Volume Project Peak 1 Hour Volume AM PEAK PERIOD Northbound 1648 49 28 0 1725 17 8 Southbound 2051 62 42 0 2155 22 20 Eastbound 194 6 35 0 235 2 8 Westbound 7 0 56 0 83 1 pp Project AM Traffic is estimated to be lass than 1 % of Projected AM Peak 1 Hour Traffic VoWme. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume, Intersection Capacity Utilization (ICU) Analysis is required. (`�,,,•J" PM PEAK PERIOD Northbound 1844 55 36 0 1935 19 21 Southbound 2346 70 77 0 2493 25 6 Eastbound 509 15 47 0 571 6 21 Westbound 14 0 45 0 59 1 6 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Tmffrc is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity U00zation (ICU) Analysis is required. PROJECT: North Newport Center TPO A -II FULL OCCUPANCY YEAR: 2010 L'J .. I% Traffic Volume Analysis ._ Intersection: 7. Bayview & Bristol South (EB) Existing Traffic Volumes Based on Average Winth98pdng 2007 . Peak Hour Approved Cumulative Existing Regional Projects Projects Projected 1 %of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour . Peak 1 Hour - Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PFRIOD Northbound 480 0 0 0 480 5 0 Southbound 0 0 0 0 0 0 0 Eastbound 3107 0 78 0 3185 32 32, Westbound 0 0 0 0 0 0 0 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hart Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. intersection Capacity Utilization (ICU) Analysis is required. Sit PM PEAK PERIOD Northbound 641 0 0 0 641 6 0 Southbound 0 0 0 0 0 0 0 Eastbound 3057 0 80 0 3137 31 18 Westbound .0 0 0 0 0 0 0 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Flour Traffic Volume. Intersection Capacity Utifiza0on (ICU) Analysis is required. PROJECT: Not Newport Center TPO FULL OCCUPANCY YEAR: 2010 1 A -12 I % Traffic Volume Analysis Southbound .1050 42 51 0 1143 11 20 Eastbound t. 0 0 Intersection: 8. Jamboree 8 Bristol North (WB) Westbound 0 0 0 0 -- 0 0 Existing Traffic Volumes Based on Average WmtedSpring 2006 30 58 Southbound 1971 79 54 0 Peak 1 Hour Approved Cumulative 21 6 Eastbound 0 0 0 0 Existing Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD North bound 3370 135 52 0 3557 36 29 Southbound .1050 42 51 0 1143 11 20 Eastbound 0 0 0 0 0 0 0 Westbound 0 0 0 0 0 0 0 Northbound Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Vokane. Project AM Traffic Is estimated to be 1 % or greater of Projected. AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD 2849 114 70 0 3033 30 58 Southbound 1971 79 54 0 2104 21 6 Eastbound 0 0 0 0 0 0 0 Westbound 0 0 0 0 0 0 0 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -13 i K I % Traffic Volume Analysis Project AM Traffic is estimated to be less than 7 %of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be t % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity U9lization (ICU) Analysis is required. PM PEAK PERIO Northbound 1958 78 118 0 2154 Southbound 1241 50 52 0 1343 22 28 Intersection: 9. Jamboree & Bristol South (EB) 6 Existing Traffic Volumes Based on Average Winter/Spring 2006 Peak 7 Hour Approved Cumulative Approach Direction Existing Peak 7 Hour Volume Regional Projects Projects Growth Peak 1 Hour Peak 1 Hour Volume Volume Volume Projected Peak 1 Hour Volume 1 %of Projected Peak 7 Hour Volume Project Peak 7 Harr Volume AM PEAK PERIOD Northbound 2187 87 75 0 2349 23 26 Southbound 675 27 51 0 753 8 20 Eastbound 2831 0 78 0 2909 29 31 Westbound 0 0 0 0 0 0 0 Project AM Traffic is estimated to be less than 7 %of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be t % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity U9lization (ICU) Analysis is required. PM PEAK PERIO Northbound 1958 78 118 0 2154 Southbound 1241 50 52 0 1343 22 28 13 6 Eastbound 3273 0 80 0 3353 34 15 Westhound 0 0 0 0 0 0 0 Project PM Traffic is estimated to be less than 1 % W Projected PM Peak 1 How Traffic Volume. Project PM Traffic is estimated to be I% or greater of Projected PM Peak 1 How Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -14 11% Traffic Volume Analysis PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -15 4 Intersection: 10. Jamboree & Sayview Existing Traffic Volumes Based on Average WnteNSpdng 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 11% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1935 58 75 0 2068 21 30 Southbound 2006 60 51 0 2117 21. 52 Eastbound 88 0 0 0 88 1 0 Westhound 100 0 0 0 100 1 0 Project AM Traffic is estimated to be less than 11% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PER100 Northbound 1758 53 118 0 1929 19 57 Southbound 2383 71 52 0 2506 25 25 Eastbound 399 0 0 0 399 4 0 Westbound 170 0 0 0 170 2 0 Project PM Traffic is estimated to be less than 1 %Of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% "greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -15 1% Traffic Volume Analysis Eastbound 534 0 1 0 535 5 Intersection: 11. Jamboree 8 Eastbluff/Univerany Westbound 618 0 5 0 623 6 0 Project AM Traffic is estimated to be less than 11% of Projected AM Peak 7 Hour Traffic Volume. Existing Traffic Volumes Based on Average WlnterlSpring 2007 Intersection Capacity Utilization (ICU) Analysis is required. Peak 7 Hour Approved Cumulative PM PEAK PERIOD Northbound 1678 50 123 0 1851 Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 7 Hour Growth Peak 7 Hour Peak 7 Hour Peak 7 Hour Peak 7 Hour Peak 7 How Direction Volume Volume Volume Volume Volume Volume Volume Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 AM PEAK PERIOD Northbound 1718 52 70 0 1840 78 35 Southbound 1669 50 773 0 1832 78 52 Eastbound 534 0 1 0 535 5 0 Westbound 618 0 5 0 623 6 0 Project AM Traffic is estimated to be less than 11% of Projected AM Peak 7 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 1678 50 123 0 1851 19 59 Southbound 2477 74 109 0 2660 27 25 Eastbound 351 0 0 0 351 4 0 Westbound 438 0 10 0 448 4 2 Project PM Traffic is estimated to be less than I% of Projected PM Peak 7 Hour Traffic Volume. Project PM Traffic is estimated to be 7 % a greater of projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 u A -16 1% Traffic Volume Analysis Intersection: 12. Jamboree & Bison �.. Existing Traffic volumes Based on Average Wimenlspring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1547 46 60 0 1653 17 42 Southbound 1993 60 105 0 2158 22 53 Eastbound 187 0 0 0 187 2 0 Westbound 319 0 5 0 324 3 1 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. ' Project AM Traffic is estimated to be 1 % ar greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 1807 54 108 0 1969 20 62 Southbound 2302 69 107 0 2478 25 27 Eastbound 102 0 1 0 103 1 0 Westbound 464 0 6 0 470 5 5 Pmjed PM Traffic Is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Vokma;. > Project PM Traffic is estimated to be 1% or greater of projected PM Peak 1 tour Traffic Whims. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -17 1% Traffic Volume Analysis Project AM Traffic is estimated to be less than I% of Projected AM Peak 7 Hour Tra6fic. Volume. _> Project AM Traffic is estimated to be t% or greater of Projected AM Peak 7 Hour Traffic Volume- Intersection Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 2355 71 125 0 2551 Southbound 2225 67 94 0 2366 26 62 Intersection: 13. Jamboree & Eastblu6/Ford 32 Existing Traffic Volumes Based on Average Winter/Spring 2007 Peak t Hour Approved Cumulative Approach Direction Existing Peak t Hour Volume Regional Projects Projects Growth Peak 7 Hour Peak t Hour Volume Volume volume Projected Peak 7 Hour Volume t% of Projected Peak t Hour Volune Project Peak 7 Hour Volume AM PEAT( PERIOD Northbound 1762. 53 70 0 1885 19 42 Southbound 1769 53 105 0 1927 19 54 Eastbound 742 0 9 0 751 8 0 Westbound 522 0 12 0 534 5 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 7 Hour Tra6fic. Volume. _> Project AM Traffic is estimated to be t% or greater of Projected AM Peak 7 Hour Traffic Volume- Intersection Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 2355 71 125 0 2551 Southbound 2225 67 94 0 2366 26 62 24 32 Eastbound 533 0 4 0 537 5 0 Westbound 373 0 4 0 377 4 0 Project PM Traffic Is estimated to be Was than t% of Projected PM Peak 7 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak t Hour Traffic Volume, Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -Ix FULL OCCUPANCY YEAR: 2010 1% Traffic Volume Analysis Eastbound 350 0 0 0 350 4 0' Westbound 182 0 38 0 220 2 42 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Intersection: 14. Jamboree & San Joaquin Hills Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacy Utilization (ICU) Analysis is required. PM PEAK PERIOD Existing Traffic Volumes Based on Average Winter'Spring 2007 21 . Southbound 2415 72 255 0 2742 27 Peak 1 Hour Approved Cumulative Eastbound 253 0 12 0 265 3 0 Westbound 295 0 98 0 393 E>asting Regional Projects. Projects Projected. 1% of Projected Project Approach Peak f Hour Growth Peak 1 Hour Peak f Hour Peak f Hour Peak f Hour Peak f Hour Direction Volume Vokane Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1313 39 163 0 1515 15 0 Southbound 1929 58 275 0 2262 23 54 Eastbound 350 0 0 0 350 4 0' Westbound 182 0 38 0 220 2 42 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacy Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound .1800 54 243 0 2097 21 0 Southbound 2415 72 255 0 2742 27 32 Eastbound 253 0 12 0 265 3 0 Westbound 295 0 98 0 393 4 62 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is esfimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Ullftation (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -19 -tell I i 11 I I% Traffic Volume Analysis Southbound 1392 42 123 0 1557 16 0 Eastbound 73 0 6 0 79 1 0 Westbound 146 0 6 0 152 Prated AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. _ => Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is, required. PM PEAK PERIOD Northbound 124637 91 0 1374 2 17 14 6 Southbound 2100 63 Sit 0 2251 23 0 Eastbound 38 0 3 0 41 0 0 WesBwund 974 0 8 0 982 10 5 _=> Project PM Traffic is estimated to be Mss than 1 % of Projected PM Peak 1 How Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A-20 Intersection: 15. Jamboree & Santa Barbara Existing Traffic Volumes Based on Average Winter /Spring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1 %of Projected Project Approach Peak 1 Haar Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1554 47 53 0 1654 17 1 Southbound 1392 42 123 0 1557 16 0 Eastbound 73 0 6 0 79 1 0 Westbound 146 0 6 0 152 Prated AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. _ => Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is, required. PM PEAK PERIOD Northbound 124637 91 0 1374 2 17 14 6 Southbound 2100 63 Sit 0 2251 23 0 Eastbound 38 0 3 0 41 0 0 WesBwund 974 0 8 0 982 10 5 _=> Project PM Traffic is estimated to be Mss than 1 % of Projected PM Peak 1 How Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A-20 I % Traffic Volume Analysis Southbound 7107 33 106 0 1240 Intersection 16. Jamboree & Coast Hwy 17 ° - 32 Existing Traffic Volumes Based on Average Writer/Spring 2007 13 75 Peak 7 Hour Approved Cumulative Existing Regional Projects Projects Projected I% of Projected Project Approach . Peak 7 Hour Growth Peak 7 Hour Peak 7 Hour Peak 7 Hour Peak 7 Hour Peak 7 Hour Direction Volume Volume Volume Volume Volume Volume Volume Southbound 2060 82 85 0 2207 22 5 Eastbound 2438 73 121 0 2632 AM PEAK PERIOD 13 Westbound 2323 70 63 0 2456 Northbound 488 75 1 0 504 5 0 Southbound 7107 33 106 0 1240 12 17 Eastbound 3049 91 89 0 3229 32 30 Westbound 1252 38 33 0 1323 13 75 Project AM Traffic is estimated to be less than I% of Projected AM Peak 7 Hour Traffic Vokune. Project AM Traffic is estimated to be 7 % or greater of Prejected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD -Northbound 398 12 3 0 413 4 0 Southbound 2060 82 85 0 2207 22 5 Eastbound 2438 73 121 0 2632 26 13 Westbound 2323 70 63 0 2456 25 31 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 7 Hour Traffic Volume. =_> Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Utlizaton (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2070 A -21 i I 1% Traffic Volume Analysis Westbound 694 0 2 0 696 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacy Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 2829 85 19 0 2933 7 29 21 Southbound 3252 98 28 0 3378 34 21 Eastbound 597 0 8 0 605 6 3 Westbound 770 0 1 0 771 8 11 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. . PROJECT: North Newport Center TPO A•22 FULL OCCUPANCY YEAR: 2010 Intersection: 17. MacArthur & Bison Existing Traffic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 2817 85 2 0 2904 29 33 Southbound 2357 71 5. 0 2433 24 61 Eastbound 604 0 7 0 611 6 6 Westbound 694 0 2 0 696 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacy Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 2829 85 19 0 2933 7 29 21 Southbound 3252 98 28 0 3378 34 21 Eastbound 597 0 8 0 605 6 3 Westbound 770 0 1 0 771 8 11 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. . PROJECT: North Newport Center TPO A•22 FULL OCCUPANCY YEAR: 2010 1% Traffic Volume Analysis Intersection: 18-MacArthur 8 Ford/Bonita Canyon Existing Traffic Volumes Based on Average WintedSpring 2007 Peak 7 Hour Approved Cumulative Existing Regional Projects Projects Projected I% of Projected Project Approach Peak t Hour Growth Peak 7 Hour Peak 7 Hour Peak 7 Hour Peals t Hour Peak t Hour .Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 2108 63 8 0 2179 22 39 Southbound 2465 74 77 0 2550 26 80 . Eastbound 426 0 4 0 430 4 0 Westbound 7775 0 10 0 1785 18 0 Project AM Traffic is estimated to be Was than t % of Projected AM Peak 7 Hour Traffic Volume. => Project AM Traffic is estimated to be t % or greater of Projected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 2877 86 33 0 2996 30 .86 SorMbound 3757 95 23 0 3269 33 28 Eastbound 387 0 2 0 389 4 0 Westbound 992 0 12 0 7004 10 2 Project PM Traffic is estimated to be less than t% of Projected PM Peak 7 Hour Traffic Volume. Project PM Traffic is estimated to be I% or greater of Projected PM Peak t Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -23 FULL OCCUPANCY YEAR: 2010 i I% Traffic Volume Analysis z - Intersection: 19. MacArthur& San Joaquin Hills Existing Traffic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Four Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1652 50 19 0 1721 17 0 Southbound 2520 76 43 0 2639 26 82 Eastbound 591 0 8 0 599 6 40 Westbound 750 0. 8 0 758 8 0 Project AM Traffic is estimated to be less than 1 % of projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 2016 60 46 0 2122 21 0 Southbound 2628 79 54 0 2761 28 30 Eastbound 1062 0 55 0 1117 11 87 . Westbound 878 0 8 0 886 9 0 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. => Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 '. lr u A -24 I % Traffic Volume Analysis Westbound 478 0 12 0 490 _ => Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -25 5 0 FULL OCCUPANCY YEAR: 2010 ED I Intersection: 20. MacArthur 8. San Miguel Existing Traffic Volumes Based on Average Winter/Spring 2GO7 Peak i Hour Approved Cumulative Existing Regional Projects Projects Projected 11% of Projected Project Approach Peak t Hour Growth Peak t Hour Peak t Hour Peak 1 Hour Peak 1 Hour Peak t Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1883 56 8 0 1947 19 1 Southbound 1765 53 7 0 1825 18 0 Eastbound 190 0 5 0 195 2 11 Westbound 426 0 1 0 427 4 7 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be i% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersectlon Capacity Utilization (ICU) Analysis is required. PM-"AK PERIOD Northbound 1376 41 11 0 1428 14 4 Southbound 2017 61 11 0 2089 21 0 Eastbound 1535 0 29• 0 1564 16 9 Westbound 478 0 12 0 490 _ => Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -25 5 0 FULL OCCUPANCY YEAR: 2010 ED I I% Traffic Volume Analysis Intersection: 21. MacArthur 8 Coast Hwy E dstirg Traffic Volumes Based on Average WMIer /Spring 2007 Peak t Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak t Hour Growth Peak I Hour Peak I Hour Peak 7 Hour Peak 7 Hour Peak t Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 0 0 0 0 0 0 0 Project PM Traffic is estimated to be less than I %of Projected PM Peak I Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak I Hour Traffic Volume. Intersection Capacity UtifizAtion (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -26 Southbound 908 27 3 0 938 9 77 Eastbound 1842 55 10 0 7907 19 2 Westound 7986 60 12 0 2058 21 19 Northbound Project AM Traffic is estimated to be Less than t % of Projected AM Peak t How Traffic Volume. Project AM Traffic is estimated to be t% or greater of Projected AM Peak t Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD 0 0 0 0 0 0 0 Southbound 1832 55 4 0 1891 19 3 Eastbound 1864 56 13 0 1933 19 is Westbound 1929 58 10 0 1997 20 2 Project PM Traffic is estimated to be less than I %of Projected PM Peak I Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak I Hour Traffic Volume. Intersection Capacity UtifizAtion (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -26 1% Traffic Volume Analysis Intersection: 22. Santa Cruz &San Joaquin Hills l Existing Traffic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Pack 1 Hour Peak 1 Four Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume. Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 72 0 4 0 76 1 35 Southbound 55 0 2 0 57 1 0 Eastbound 748 0 2 0 750 8 54 Westbound 495 0 2 0 497 5 7 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Four Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 469 . 0 0 0 469 5 14 Southbound 72 0 2 0 74 1 0 Eastbound 578 0 2 0 560 6 32 Westbound 586 0 2 0 588 6 48 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 11 A -27 I% Traffic Volume Analysis Southbound 115 0 0 0 115 1 0 Eastbound 428 0 20 0 448 4 49 Westbound 1032 0 26 0 1058 PmJect AM Traffc is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. _> Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 567 0 67 0 634 Southbound 98 0 0 0 98 11 6 1 4 59 0 Eastbound 729 Intersection: 23. Santa Rosa & San Joaquin Hills 26 0 755 8 10 Existing Traffic Volumes Based on Average WinterlSpring 2007 0 84 0 644 Peak t Hour Approved Cumulative 14 E)Mng Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak t Hour Peak i Hour Peak 1 Hour Peak t Hour Direction Volume Volume Volume Volume Volume Volume Volume AM-PEAK PERM Northbound 108 0 26 0 134 1 36 Southbound 115 0 0 0 115 1 0 Eastbound 428 0 20 0 448 4 49 Westbound 1032 0 26 0 1058 PmJect AM Traffc is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. _> Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 567 0 67 0 634 Southbound 98 0 0 0 98 11 6 1 4 59 0 Eastbound 729 0 26 0 755 8 10 Westbound 580 0 84 0 644 6 14 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity UMizatton (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -28 I % Traffic Volume Analysis Eastbound 729 0 2 0 731 7 0 Westbound 936 0 4 0 940 9 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERtOO Northbound 720 0 28 0 748 7 6 Southbound 423 0 15 0 438 4 0 Eastbound 959 Intersection: 24. San Miguel & San Joaquin Hills 0 0 959 10 0 Existing Traffic Volumes Based on Average WntedSpring 2007 0 16 0 1131 Peak 1 Hour Approved Cumulative 0 Existing Regional Projects Projects Projected 1 %of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 322 0 0 0 322 3 0 Southbound 485 0 0 0 485 5 9 Eastbound 729 0 2 0 731 7 0 Westbound 936 0 4 0 940 9 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERtOO Northbound 720 0 28 0 748 7 6 Southbound 423 0 15 0 438 4 0 Eastbound 959 0 0 0 959 10 0 Westbound 1115 0 16 0 1131 11 0 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be I% or greater of Projected PM Peak 1 Hour Traffic Volume.' Intersection Capacity Utilization (ICU) Analysis is required. PROJECT. Norm Newport Center TPO FULL OCCUPANCY YEAR: 2010 All A -'_9 I I% Traffic Volume Analysis Westbound 7089 0 0 0 1089 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 7 Hour Traffic Volume. Project AM Traffic is estimated to be 7% or greater Of Projected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. PM PEAK PERIOD Northbound 897 0 0 0 897 7i 9 70 Southbound 372 0 0 0 372 4 58 Eastbound 724 0 22 0 746 7 7 Westbound 742 0 76 0 758 8 0 Project PM Traffic is estimated to be less than 7 % of Projected PM Peak 7 Hour Traffic Volume. . =_> Project PM Traffic is estimated to be I% Or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity t7t9ization (ICU) Analysis Is required. PROJECT: NOM Newport Center TPO A -30' FULL OCCUPANCY YEAR: 2070 Intersection: 25. Avocado d San Miguel Existing Traffic Volumes Based on Average Winter/Spring 2003 Peak 7 Hour Approved Cumulative Approach Direction Existing Peak 7 Hour Volume Regional Projects Projects .Growth Peak 7 Hour Peak 7 Hour Volume Volume Volume Projected Peak 7 Hour Volume I% of Projected Peak 7 Hour Volume Project Peak 7 Hour Volume AM PEAK PERIOD Northbound 392 0 0 0 392 4, 49 Southbound 778 0 0 0 778 7 8 Eastbound 208 0 0 0 208 2 70 Westbound 7089 0 0 0 1089 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 7 Hour Traffic Volume. Project AM Traffic is estimated to be 7% or greater Of Projected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. PM PEAK PERIOD Northbound 897 0 0 0 897 7i 9 70 Southbound 372 0 0 0 372 4 58 Eastbound 724 0 22 0 746 7 7 Westbound 742 0 76 0 758 8 0 Project PM Traffic is estimated to be less than 7 % of Projected PM Peak 7 Hour Traffic Volume. . =_> Project PM Traffic is estimated to be I% Or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity t7t9ization (ICU) Analysis Is required. PROJECT: NOM Newport Center TPO A -30' FULL OCCUPANCY YEAR: 2070 1% Traffic Volume Analysis Southbound 479 0 26 0 505 5 0 Eastbound 3468 139 168 0 3775 38 11 Westbound 849 34 28 0, 911 9 18 Project AM Traffic is estimated to be less then 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volu me. Intersection Capacity Utilization (ICU) Analysis is required. Northbound 535 0 10 0 545 Intersection: 26. Balboa/Superior & Coast Hwy 0 Southbound 1138 0 162 0 130D 13 0 Existing Traffic Volumes Based on Average WintedSpring 2006 18 8 Westbound 2446 98 62 0 2606 Peak 1 Hour Approved Cumulative 15 > Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic Is estimated to be 1 %. or greater of projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. Existing Regional Projects Projects Projected 1 %of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 618 0 31 0 649 6 0 Southbound 479 0 26 0 505 5 0 Eastbound 3468 139 168 0 3775 38 11 Westbound 849 34 28 0, 911 9 18 Project AM Traffic is estimated to be less then 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volu me. Intersection Capacity Utilization (ICU) Analysis is required. Northbound 535 0 10 0 545 5 0 Southbound 1138 0 162 0 130D 13 0 Eastbound 1649 66 73 0 1788 18 8 Westbound 2446 98 62 0 2606 26 15 > Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic Is estimated to be 1 %. or greater of projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -31 FULL OCCUPANCY YEAR: 2010 i I 1% Traffic Volume Analysis Westbound 1098 33 27 0 1158 Project AM Traffic is estimated to be less Ben 1 % of Projected AM Peak 1 Hour Traffic Volume. . => Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Voksns. Intersection Capacity Utilization (ICU) Analysis Is required. 12 18 Northbound 0 0 0 0 0 Intersection: 27. Newport 8 Coast Hwy 0 Southbound 1087 33 118 0 1238 12 4 Existing Traffic Volumes Based on Average Wlnter(Spri g 2007 17 8 Westbound 2411 72 14 0 2497 Peak I Hour Approved Cumulative 15 , Existing Regional Prolects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 7 Hour Peak I Hour Peak 1 Hour Peak I Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAKPERIOD Northbound 0 0 0 0 0 0 0 Southbound 653 20 49 0 722 7 10 Eastbound 2562 77 7 .0 2646 26 11 Westbound 1098 33 27 0 1158 Project AM Traffic is estimated to be less Ben 1 % of Projected AM Peak 1 Hour Traffic Volume. . => Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Voksns. Intersection Capacity Utilization (ICU) Analysis Is required. 12 18 Northbound 0 0 0 0 0 0 0 Southbound 1087 33 118 0 1238 12 4 Eastbound 1534 .46 77 0 1657 17 8 Westbound 2411 72 14 0 2497 25 15 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Tramp Volume. Intersection Capacity Utifization (ICU) Analysis is required. PROJECT: North Newport Center TPO KI A -32 FULL OCCUPANCY YEAR: 2010 I % Traffic Volume Analysis Westound 1309 52 130 0 1491 Intersection: 28. Riverside & Coast Hwy 26 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Existing Traffic Volumes Based on Average WinlerfSpiing 2006 . Peak 1 Hour Approved Cumulative ' Existing Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume = => Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. AM PEAK PERIOD Intersection Capacity Utirmation (ICU) Analysis is required. Northbound 8 0 0 0 8 0 0 Southbound 401 0 2 0 403 4 0 Eastbound 2392 96 94 0 2582 26 22 Westound 1309 52 130 0 1491 15 26 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. =a Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 47 0 0 0 47 0 0 Southbound 524 0 2 0 526 5 0 Eastbound 1817 73 181 0 2071 21 13 Westbound 2523 101 134 0 2758 28 27 = => Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utirmation (ICU) Analysis is required. PROJECT: North Newport Center TPO A -33 FULL OCCUPANCY YEAR: 2610 1% Traffic Volume Analysis .... 1 Intersection: 29. Tustin & Coast Hwy Existing Traffic Volumes Based on Average WimerfSpdng 2006 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 How Peak 1 How Peak 1 Four Direction Volume Volume Volume Volume Volume Volume Volume . AM PEAK PERK Northbound 0 0 0 0 0 0 0 Southbound 85 0 0 0 85 1 0 Eastbound 1587 63 91 0 1741 17 13 Westbound 2509 100 103 0 2712 27 27 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization(ICU) Analysis Is required. PROJECT: North Newport Center TPO . E A -34 FULL OCCUPANCY YEAR: 2010 Southbound 52 0 0 0 .52 1 0 Eastbound 2268 91 86 0 2445 24 22 Westbound 1276 51 55 0 1382 14 26 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. _> PM)ect AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 How Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. 0. PM PF11K PERIOD Northbound 7 0 0 0 7 0 0 Southbound 85 0 0 0 85 1 0 Eastbound 1587 63 91 0 1741 17 13 Westbound 2509 100 103 0 2712 27 27 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization(ICU) Analysis Is required. PROJECT: North Newport Center TPO . E A -34 FULL OCCUPANCY YEAR: 2010 PROJECT: North Newport Center TPO A -35 FULL OCCUPANCY YEAR: 2010 1% Traffic Volume Analysis .. , Intersection: 30. DovedBayshoro S Coast Hwy - -- Existing Tragic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume Northbound AM PEAK PERIOD 74 0 0 0 74 1 0 Southbound 976 0 24 .0 1000 10 9 Eastbound 2421 73 81 0 2575 26 22 Westbound 1720 52 61 0 1833 18 32 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Tragic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK. PERIOD Northbound 119 0 0 0 119 1 0 Southbound 1310 0 41 0 1351 14 1 Eastbound 1630 49 118 .0 1797 18 13 Westbound 3341 100 92 0 3533 35 37 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic Is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -35 FULL OCCUPANCY YEAR: 2010 7 % Traffic Volume Analysis Southbound 48 0 62 0 108 t 0 Eastbound 3170 127 71 0 3368 34 31 Westbound 1483 59 39 0 1581 Project AM Traffic is estimated to be less than t% of Projected AM Peak I Hour Traffic Volume. Project AM Traffic is estimated t0 be I %or greater of Projected AM Peak I Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOf1 Northbound 523 0 5 0 528 Southbound 68 0 100 0 168 16 5 2 32 0' 0 Eastbound Intersection: 31. Sayside & Coast Hwy 97 91 0 2607 Existing Traffic Volumes Based on Average Witttedspring 2006 Westbound 3129 125 Peak t Hour Approved Cumulative 0 3310 33 Existing Regional Projects Projects Projected I %of Projected . Project Appmaoh Peak t Hour Growth Peak I Four Peak I Hour Peak t Hour Peak I Hour Peak I Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PFAK PERIOD Northbound 446 0 4 0 450 5 0 Southbound 48 0 62 0 108 t 0 Eastbound 3170 127 71 0 3368 34 31 Westbound 1483 59 39 0 1581 Project AM Traffic is estimated to be less than t% of Projected AM Peak I Hour Traffic Volume. Project AM Traffic is estimated t0 be I %or greater of Projected AM Peak I Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOf1 Northbound 523 0 5 0 528 Southbound 68 0 100 0 168 16 5 2 32 0' 0 Eastbound 2419 97 91 0 2607 26 13 Westbound 3129 125 56 0 3310 33 37 Project PM Traffic is estimated t0 be less than I %of Projected PM Peak I Hour Traffic Volume. Project PM Traffic is estimated to be t % or greater of Projected PM Peak I Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -36 k. 3 1% Traffic Volume Analysis Intersection: 32. Newport Center & Coast Hwy Existing Traffic Volumes Based on Average WmteHSpring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Direcfion Volume Volume Volume Volume Volume 1 %of Projected Peak 1 Hour Volume project Peak 1 Hour Volume AM PEAK PER[O Northbound 0 0 0 0 0 0 0 Southbound 128 .0 9 0 137 1 9 Eastbound 1905 57 10 0 1972 20 29 Westbound 1447 43 16 0 1506 15 1 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% 01' greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilizaficn OCU) Analysis is required. PM PEAK PERIO Northbound 0 0 0 0 0 0 0 Southbound 680 0 34 0 714 7 0 Eastbound 1874 56 26 0 1956 20 7 Westbound 2041 61 13 0 2115 21 17 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 How Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume, Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -J7 Project PM Traffic is estimated to be less than 7 % of Projected PM Peak 7 Hour Traffic Volume. Project PM Traffic is estimated to be 7 % or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. . . PROJECT: North Newl Center TPO FULL OCCUPANCY YEAR: 2010 I A -38 1% Traffic volume Analysis Intersection: 33. Avocado & Coast Hwy Existing Traffic Volumes Based on Average Wmter/Spring 2006 Peak 7 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 7 Hour Growth Peak 7 Hour Peak 7 Hour Peak 7 Hour Peak 7 Hour Peak 7 Hour Direction Volume Volume Volume Volume Volume Volume Voume AM PEAK PERIO Northbound 305 0 0 0 305 3 0 Southbound 143 0 0 0 143 1 7 Eastbound 1480 59 6 0 1545 75 28 Westbound 1398 56 75 0 1469 75 78 Project AM Traffic is estimated to be less than 7 % of Projected AM Peak 7 Hour Traffic Volume. ' Project AM Traffic is estimated to be 7 % a greater of Projected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 362 0 0 0 362 4 0 Southbound 705 0 1 0 706 7 48 Eastbound 1684 67 77 0 1762 18 2 Westbound 1603 64 7 0 1674 17 0 Project PM Traffic is estimated to be less than 7 % of Projected PM Peak 7 Hour Traffic Volume. Project PM Traffic is estimated to be 7 % or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. . . PROJECT: North Newl Center TPO FULL OCCUPANCY YEAR: 2010 I A -38 1: I % Traffic Volume Analysis Intersection: 34. Goldenrod & Coast Hwy . Existing Traffic Volumes Based on Average Winter/Spring 2006 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 11% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume, Volume Volume Volume AM PEAK PER10 Northbound 133 0 0 0 133 1 0 Southbwnd 59 0 1 0 60 1 0 Eastbound 1187 47 6 0 1240 12 14 Westbound 1990 80 10 01 2080 21 19 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. => Project AM Traffic is estimated to be 1% or greater of projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 135 0 0 0 135 1 0 Southbound 75 0 0 0 75 1 0 Eastbound 1782 71 8 0 1861 19 18 Westbound 1742 70 7 0 1819 18 2 Project PM Traffic is estimated to be less than 11% of Projected PM Peak 1 Hour Traffic Volume. .. Project PM Traffic is estimated To be 1 % Or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -.i9 FULL OCCUPANCY YEAR: 2010 I% Traffic Volume Analysis Intersection: 35. Marguerite & Coast Hwy Existing Tragic Volumes Based on Average Winter/Spring 2006 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume. Volume Volume Volume Volume AM PEAK PERIO0 Northbound 249 0 0 0 249 2 0 Southbound 243 0 0 0 243 2 0 Eastbound 1233 49 5 0 1287 13 18 Westbound 1821 73 10 0 1904 19 2 Project AM. Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. t Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound, 241 0 0 0 241 2 0 Southbound 254 0 0 0 254 3 0 Eastbound 1799 72 7 0 1878 19 14 Westbound 1460 58 7 0 1525 15 19 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume.' Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: Nom. Newport Center TPO FULL OCCUPANCY YEAR: 2010 I A-m I % Traffic Volume Analysis Westbound 91 0 0 0 91 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 7 Hour Traffic Volume. Project PM Traffic is estimated to be t % or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. 1 9 PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 w WW A -31 Eastbound Intersection: 36. Newport Center & Santa Barbara 2 2 Westbound 13 0 0 0 13 Existing Traffic Volumes Based on Average Winter/Spring 2007 "act AM Traffic is estimated to be less than t % of Projected AM Peak t Hour Traffic Volume. Peak 7 Hour Approved Cumulative Project AM Traffic is estimated to be t% or greater of Projected AM Peak 7 Flow Traffic Volume. E>asting Regional Projects Projects Projected I% of Projected Project Approach Peak 7 Hour Growth Peak 7 Hour Peak t Hour Peak 7 Hour Peak 7 Hour Peak t Hour Direction Volume Volume Volume Volume Volume Volume Volume Southbound 289 0 0 0 289 3 0 Eastbound 267 0 0 0 267 3 AM PEAK PERIOD Northbound 223 0 0 0 223 2 0 Southbound 126 0 0 0 126 1 0 Westbound 91 0 0 0 91 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 7 Hour Traffic Volume. Project PM Traffic is estimated to be t % or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. 1 9 PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 w WW A -31 Eastbound 227 0 0 0 227 2 2 Westbound 13 0 0 0 13 0 t "act AM Traffic is estimated to be less than t % of Projected AM Peak t Hour Traffic Volume. Project AM Traffic is estimated to be t% or greater of Projected AM Peak 7 Flow Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 291 0 0 0 291 3 0 Southbound 289 0 0 0 289 3 0 Eastbound 267 0 0 0 267 3 9 Westbound 91 0 0 0 91 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 7 Hour Traffic Volume. Project PM Traffic is estimated to be t % or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. 1 9 PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 w WW A -31 I % Traffic Volume Analysis Intersection: 37. Santa Cruz & Newport Center Existing Traffic Volumes Based on Average WintedSpring 2007 Peak1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project. Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 69 0 0 0 69 1 1 Southbound 166 0 0 0 166 2 2 Eastbound 117 0 0 0 117 1 0 Westbound 181 0 0 0 181 2 0 Project AM Traffic is estimated fo be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection c' UtNization ICU Analysis Cape dY" (ICU) tysis is required. CCU PM PEAK PERIOD Northbound 274 0 0 0 274 3 9 Southbound 255 0 0 0 255 3 9 Eastbound 235 0 0 0 235 2 0 Westbound 299 0 0 0 299 3 0 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: . 2010 A-2 1% Traffic Volume Analysis Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of projected AM Peak 1 Hour Traffic Volume. +.:. Intersection Capacity Utilization (ICU) Analysis is required. PM. PEAK PERIOD Northbound 278 0 0 0 278 Southbound 392 0 0 0 392 3 26 4 15 Eastbound 214 Intersection: 38. Newport Center 8 Santa Rosa 0 0 214 2 0 Existing Traffic Volumes Based on Average Winter/Spring 2003 0 U 0 298 Peak 1 Hour Approved Cumulative 0 Approach Direction Existing Peak 1 Hour Volume Regional Projects Projects Growth Peak 1 Hour Peak 1 Hour Volume Volume Volume Projected Peak 1 Hour Volume 1 %of Projected Peak 1 Hour Volume Project Peak 1 Hour Volume AM PEAK PERIOD Northbound 122 0 0 0 122 1 8 Southbound 313 0 0 0 313 3 30 Eastbound 85 0 0 0 85 1 0 Westbound 274 0 0 0 274 3 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of projected AM Peak 1 Hour Traffic Volume. +.:. Intersection Capacity Utilization (ICU) Analysis is required. PM. PEAK PERIOD Northbound 278 0 0 0 278 Southbound 392 0 0 0 392 3 26 4 15 Eastbound 214 0 0 0 214 2 0 Westbound 298 0 U 0 298 3 0 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center, TPO FULL OCCUPANCY YEAR: 2010 A-43 1% Traffic Volume Analysis PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 1.�1RI Intersection: 39. Newport Center & San Miguel E:dsling Traffic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative Eidsting Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 How Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction . Volume Volume Volume Volume: Volume Volume Volume AM PEAK PERIOD Northbound 322 0 0 0 322 3 3 Southbound 130 0 0 0 130 1 17 Eastbound 69 0 0 0 69 1 2 Westbound 377 0 0 0 377 4 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. . Project AM Traffic Is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. 'PM PEAK PERIOD Northbound 376 0 0 0 376 4 10 Southbound 388 0 0 0 388 4 0 Eastbound 390 0 0 0 390 4 16, Westbound 685 0 0 0 685 7 0 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 1.�1RI Project AM Traffic is estimated to be less than 11% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 431 0 0 0 431 Southbound 156 0 0 0 156 4 1 2 9 Eastbound 342 0 0 0 342 3 0 Westbound 511 0 0 0 511 5 0 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A-45 11% Traffic Volume Analysis r Intersection: . 40. Newport Center/Fashion Island & Newport Center Existing Traffic Volumes Based on Average Winter/Spring 2007 Peakl Hour Approved Cumulative Existing Regional Projects Projects Projected 11% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 501 0 0 0 501 5 0 Southbound '15 0 0 0 15 0 1 Eastbound 229 0 0 0 229 2 0 Westbound 121 0 0 0 121 1 10 Project AM Traffic is estimated to be less than 11% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 431 0 0 0 431 Southbound 156 0 0 0 156 4 1 2 9 Eastbound 342 0 0 0 342 3 0 Westbound 511 0 0 0 511 5 0 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A-45 I% Traffic Volume Analysis Southbound 1478 Intersection: 1. MacArthur S, Campus 58 1620 16 20 Eastbound Existing Traffic Volumes Based on Average Winter/Spring 2006 10 0 1333 13 Peak 7 Four Approved Cumulative 368 0 2 0 Existing Regional Projects Projects Projected I% of Projected Project Approach Peak I Hour Growth Peak I Hour Peak I Four Peak 1 Hour Peak 1 Hour Peek 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound .1000 40 16 ISO 1206 12 8 Southbound 1478 59 25 58 1620 16 20 Eastbound 1323 0 10 0 1333 13 0 Westbound 368 0 2 0 370 4 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is esf mated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. PM PEAK PERIOD Northbound 1361 54 30 101 1546 Southbound 1905 76 26 155 2162 Eastbound 993 0 5 0 996 Westbound 1367 0 6 0 1373 Project PM Traffic is estimated to be less than I% of Projected PM Peale 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required PROJECT: North Newport Center TPO A-46 15 21 22 6 10 0 14 0 FULL OCCUPANCY YEAR: 2010 I ' 525 1% Traffic Volume Analysis 14 0 539 5 0 Westbound 937 0 2 0 939 Intersection: 2. MacArthur & Birch 0 Existing Traffic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative Existfrtg Regional Projects Projects Projected 1 %of Projected. Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1892 57 11 150 2110 21 8 Southbound 1094 33 26 58 1211 12 20 Eastbound 554 0 7 0 561 6 0 Westbound 232 0 0 0 232 2 0 Projed AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 1318 40 17 101 1476 Southbound 2306 69 28 155 .2558 15 21 26 6 Eastbound 525 0 14 0 539 5 0 Westbound 937 0 2 0 939 9 0 Project PM Traffic Is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Tragic is estimated to be 1% or greater of Projected PM Peak 1 HourTraffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A47 I % Traffic Volume Analysis Intersection: 3. MacArthur 8 Von Kaman Existing Traffic Volumes based on Average WintedSpring 2006 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Four Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM-PEAK PERIOD Northbound 1903 76 9 168 2156 22 8 Southbound 627 25 14 58 724 7 20 Eastbound 155 0 5 0 160 2 0 Westbound 302 0 3 25 330 3 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 How Traffic Volume. _ => Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 How Traffic Volume. ' Intersection Capacity Ufil¢a&m (ICU) Analysis is required. PM PEAK PERIOD Northbound 1014 41 16 125 1196 12 21 Southbound 1097 44 18 155 1314 13 6 Eastbound 640 0 15 0 655 7 0 Westbound 899 0 8 21 928 9 0 ProJect PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 How Traffic Volume. Project PM Traffic is estimated to be I% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Ulifization (ICU) Analysis Is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A48 1% Traffic Volume Analysis A-49 Intersection: 4. Jamboree & Campus 23 20 ' Existing Traffic Volumes Based on Average Winter/Spring 2006 Westbound 845 0 3 0 848 8 Peak 1 Hour Approved Cumulative _ => Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Existing Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume 27 6 Eastbound 1086 0 2 0 1088 11 0 AM PEAK PERIOD Westbound 769 0 5 0 774 8 0 Northbound 1520 61 .26 173 1780 18 8 A-49 Southbound 2134 85 46 71 2336 23 20 Eastbound 290 0 4 0 294 3 0 Westbound 845 0 3 0 848 8 0 _ => Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % cr greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required PM PEAK PERIO Northbound _ 2025 81 45 119 2270 23 21 Southbound 2413 97 42 179 2731 27 6 Eastbound 1086 0 2 0 1088 11 0 Westbound 769 0 5 0 774 8 0 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated lobe 1% or greater of Projected PM Peak 1 Hour Traffic Volume. . Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A-49 1% Traffic Volume Analysis Westbound 7 0 0 0 7 Intersection: 5. Jamboree & Birch 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Existing Traffic Volumes Based on Average Winter/Spring 2006 . Intersection Capacity Utilization (ICU) Analysis is required. Peak 1 Hour Approved Cumulative PM PEAK PERIOD Existing Regional Projects Projects Prupeted 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1, Hour Peak 1 Hour Peak 1 How Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. AM PEAK PERIO Intersection Capacity Utilization (ICU) Analysis is required. Northbound 1648 66 28 173 1915 19 8 Southbound 2051 82 57 71 2261 23 20 Eastbound 194 0 0 0 194 2 0 Westbound 7 0 0 0 7 0 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 1844 74 52 119 2089 21 21 Southbound 2346 94 45 179 2664 27 6 Eastbound 509 0 1 0 510 5 0 Westbound 14 0 0 0 14 0 0 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -i0 FULL OCCUPANCY YEAR: 2010 " I % Traffic Volume Analysis Intersection: 6. MacArthur S Jamboree Existing Traffic Volumes Based on Average WededSpnn9 2007 Peak 7 Hour Approved Cumulative Existing Regional Projects Projects Projected Approach Peak 7 Hour Growth Peak 7 Hour Peak.? Hour Peak 7 Hour Direction Volume Volume Volume Volume Volume I% of Projected Peak 7 Hour Volume Project Peak 7 Hour Volume AM PEAK PERIOD Northbound 7648 49 28 766 7897 79 8 Southbound 2057 62 42 82 2237 22 20 Eastbound 794 6 35 774 409 4 8 Westbound 7 0 56 77 734 7 20 Project AM Traffic is estimated to be less than 7% of Projected AM Peak 7 Hour Traffic Volume. _> Project AM Traffic is estimated to be 7% or greater of Projected AM Peak 7 Flour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. f PM PEAK PERIOD Northbound 7844 55 36 738 .2073 27 27 Southbound 2346 70 77 776 2669 27 6 Eastbound 509 75 47 706 677 7 27 . Westbound 74 0 45 779 238 2 6 Project PM Traffic is estimated to be less than I% of Projected PM Peak 7 Hour Traffic Volume. = => Project PM Traffic is estimated to be 7 % or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -51 FULL OCCUPANCY YEAR: 2070 I% Traffic Volume Analysis Intersection: 7. Bayview R Bristol South (EB) Existing Traffic Volumes Based on Average Winter /Spring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 480 0 0 0 .480 5 0 Southbound 0 0 0 0 0 0 0 Eastbound 3107 0 78 0 3185 32 32 Westbound 0 0 0 0 0 0 0 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% a greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. - PM PEAK PERIOD Northbound 841 0 0 0. 841 8 0 Southbound 0 0 0 0 0 0 0 Eastbound 3057 0 80 0 3137 31 18 Westbound 0 0 0 0 0 0 0 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -52 FULL OCCUPANCY YEAR: 2010 Southbound 1050 42 51 51 1194 12 11% Traffic Vokmie Analysis Eastbound 0 0 0 0 0 0 0 Westbound 0 0 0 0 0 0 Intersection: 8. Jamboree & Bristol North (WB) Project AM Traffic Is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Existing Traffic Volumes Barad on Average WinteASpring 2006 PM PEAK PERIOD Peak 1 Hour Approved Cumulative Northbound 2849 114 70 107 3140 31 58 Southbound 1971 79 54 177 2281 Extstlng Regional Projects, Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 3370 135 52 173 3730 37 29 Southbound 1050 42 51 51 1194 12 20 Eastbound 0 0 0 0 0 0 0 Westbound 0 0 0 0 0 0 0 Project AM Traffic Is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utftatlon (ICU) Analysis is required. PM PEAK PERIOD Northbound 2849 114 70 107 3140 31 58 Southbound 1971 79 54 177 2281 23 6 Eastbound 0 0 0 0 0 0 0 Westbound 0 0 0 0 0 0 0 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -53 11% Traffic Volume Analysis A -54 Y I Intersection: 9. Jamboree & Bristol South (ES)_ '.. Existing Traffic Volumes Based on Average Winter/Spring 2006 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD I Northbound - 2187 87 75 173 2522 25 26 Southbound 675 27 51 51 804 8 20 Eastbound 2831 0 78 0 2909 29 31 I! i Westbound 0 0 0 0 0 0 0, Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD ! Northbound - 1958 78 118 107 2261 23 28 Southbound 1241 50 52 177 1520 15 6 Eastbound 3273 0 80 0 3353 34 15 Westbound 0 0 0 0 0 0 0 Project PM Traffic is estimated to be less than 11% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 11% or greater of projected PM Peak 1 Hour Traffic Volume. Intersection Capacty Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -54 1% Traffic Volume Analysis Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 1758 53 118 107 2036 Southbound 2383 71 52 177 2683 20 57 Intersection: . 10. Jamboree & Sayview 25 Existing Traffic Volumes Based on Average WintedSpnng 2007 Peak 1 Hour Approved Cumulative Exsting Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD ' Northbound 1935 58 75 173 2241 22 30 Southbound 2006 60 51 51 2168 22 52 Eastbound 88 0 0 0 88 1 0 Westbound 100 0 0 0 100 1 0 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 1758 53 118 107 2036 Southbound 2383 71 52 177 2683 20 57 27 25 Eastbound 399 0 0 0 399 4 0 Westbound 170 0 0 . 0 170 2 0 Project PM Traffic is estimated to be less than 11% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of projected PM Peak 1 Hour Traffic Volume. _ Intersection Capacity Utilizaton (ICU) Analysis is required. PROJECT. North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -55 1% Traffic Volume Analysis Southbound 1669 30 113 51 1883 19 Intersection: 11. Jamboree & EastblufflUniversily Eastbound 534 0 1 0 535 5 0 Westbound 618 0 5 22 645 6 EAsting Traffic Volumes Based on Average Winter /Spring 2007 Pmject AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Peak 1 Hour Approved Cumulative Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD EAsting Regional Projects Projects, Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: AM-PEAK PERIOD Northbound 1718 52 70 248 2088 21 35 Southbound 1669 30 113 51 1883 19 52 Eastbound 534 0 1 0 535 5 0 Westbound 618 0 5 22 645 6 0 Project AM Traffic is estimated to be less. than I% of Projected AM Peak 1 Hour Traffic Volume. Pmject AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 1678 50 123 155 2006 20 59 . Southbound 2477 74 109 177 2837 28 25 Eastbound 351 0 0 0 351 4 0 Westhound 438 0 10 80 528 5 2 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 r; A -56 A -57 I % Traffic Volume Analysis Intersection: 12, Jamboree & Bison Existing Traffic Vdumes Based on Average WinbRdSpdrrg 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected I% of Projected Pmject Approach Peck 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1547 46 60 2112 3765 38 42 SOelhtK"W 1993 60 105 73 2231 22 53 Eastbound 187 0 0 0 187 2 0 Westbound 319 0 5 37 381 4 1 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Prot AM Traffic is estimated to be I% or greater of projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 1807 54 .108 132 2101 21 62 Southbound 2302 69 - 107 257 2735 27 27 Eastbound 102 0 1 0 103 1 0 Westbound 464 0 6 23 493 5 5 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume- Project PM Traffic is estimated to be I% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity U88zabon (ICU) Analysis Is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -57 I % Traffic Volume Analysis Project AM Traffic is estimated to be less than 1% of Pmjeded AM Peak 1 Hour Traffic Volume. Intersection: 13. Jamboree & Easibluff/Ford Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. Existing Traffic Volumes Based on Average WintedSpring 2007 Northbound 2355 71 125 168 2719 27 Peak 1 Hour Approved Cumulative Southbound 2225 67 94 220 2666 26 32 Eastbound 533 0 4 63 600 Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction -Volume Volume Volume Volume Volume Volume Volume FULL OCCUPANCY YEAR: 2010 AM PEAK PERIOD Northbound 1762 53 70 212 2097 21 42 Southbound 1769 53 105 62 1989 20 54 Eastbound 742 0 9 18 769 8 0 Westbound 522 0 12 117 651 .7 0 Project AM Traffic is estimated to be less than 1% of Pmjeded AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 2355 71 125 168 2719 27 62 Southbound 2225 67 94 220 2666 26 32 Eastbound 533 0 4 63 600 6 0 Westbound 373 0 4 71 448 4 0 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % Or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity L ifizatron (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -3R I 13 I% Traffic Volume Anaysis Intersection: 14. Jamboree & San Joaquin Hills Existing Traffic Volumes Based on Average Winter/Spring 2007 Peak t Hour Approved Cumulative Existing Regional Projects Projects Projected Approach Peak 7 Hour Growth Peak t Hour Peak 7 Hour Peak 7 Hour Direction Volume Volume Volume Volume Vokime 7 %of Projected Peak 7 Hour Volume Project Peak t How Volume AM PEAK PERIOD Northbound 1313 39 163 178 1693 17 0 Southbound 1929 58 275 103 2365 24 54 Eastbound 350 0 0 0 350 4 0 Westbound 182 0 38 34 254 3 42 Project AM Traffic is estimated to be less than t% of Projected AM Peak t Hour Traffic Volume. =_> Project AM Traffic is estimated to be 7 % or greater of projected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 1800 54 243 148 2245 22 0 Southbound 2415 72 255 232. 2974. 30 32 Eastbound 253 0 12 0 265 3 0 Westbound 295 0 96 20 413 4 62 Project PM Traffic is estimated to be less than t % of Projected PM Peak t How Traffic Volume: Project PM Traffic is estimated to be t % or greater of Projected PM Peak t Hour Traffic Volume. Intersection Capacity Utirmation (ICU) Analysis is required. PROJECT: North Newport Center TPO A59 FULL OCCUPANCY YEAR: 2010 11% Traffic Volume Analysis Intersection: 15. Jamboree & Santa Barbara Existing Traffic Volumes Based on Average WmteNSpring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected . 1% of Projected Project Approach Peak 7 Hour Growth Peak 1 Hour Peak 7 Hour Peak 7 Four Peak 1 Hour Peak 7 Harr Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 1554 47 53 178 1832 18 1 Southbound 1392 42 123 94 1651 17 0 Eastbound 73 0 6 0 79 1 0 Westbound 146 0 6 0 152 2 17 Project AM Traffic is estirnated to be less than 7 % of Projected AM Peak 7 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. mF,:, PM PEAK PERIOD Northbound 1246 37 91 148 1522 15 6 Southbound 2100 63 88 194 2445 24 0 Eastbound 38 0 3 0 41 0 i 0 ail Westbound 974 0 6 0 982 10 5 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic Is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A-60 FULL OCCUPANCY YEAR: 2010 (� J s. 11% Traffic Volume Analysis Scuthbound 1101 33 106 94 1334 13 17 Eastbound Intersection: 16. Jamboree 8 Coast Hwy 3349 Westbound 1252 38 33 471 Existing Traffic Volumes Based on Average Winter/Spring 2007 Project AM Traffic is estimated to be less than 1 % Of Projected AM Peak 1 Hour " Peak I Hour Approved Cumulative Project AM Traffic is estimated to be 1% or greater W Projected AM Peak 1 Hour Traffic Volume. Existing Approach Peak 1 Hour Direction Volume Regional Projects projects Growth Peak 1 Hour Peak f Hour Volume Volume Volume Projected Peak f Hour Volume 1% of Projected Project Peak f Hour Peak 1 Hour Volume Volume Northbound 398 12 3 0 413 Southbound AM PEAK PERIOD 2401 Eastbound Northbound 488 15 f 0 504 5 0 Scuthbound 1101 33 106 94 1334 13 17 Eastbound 3048 91 89 120 3349 Westbound 1252 38 33 471 1794 Project AM Traffic is estimated to be less than 1 % Of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater W Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 398 12 3 0 413 Southbound 2060 62 85 194 2401 Eastbound 2438 73 121 390 3022 33 18 4 24 30 30 15 0 5 13 Westbound 2323 70 63 317 2773 28 31 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of projected PM Peak 1 Hour Trafic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -61 Westbound 694 0 2 52 748 7 I% Traffic Volume Analysis Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. . - Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection: 17. MacArthur & Bison Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Existing Traffic Volumes Based on Average Winter/ Spring 2007 30 84 Southbound 3252 98 28 170 3548 35 Peak 1 Hour Approved Cumulative Eastbound 597 0 8 37 642 6 3 Westbound 770 0 1 32 803 Existing Regional Projects Projects Projected I% of Projected Project Approach -' Peak 1 Hour Growth Peak 1 Hour Peak 7 How Peak i Hour Peak 7 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 2817 85 2 151 3055 31 33 Southbound 2357 71 5 49 2482 25 61 Eastbound 604 0 7 11 622 6 6 Westbound 694 0 2 52 748 7 21 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. - Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 2829 85 19 93 3026 30 84 Southbound 3252 98 28 170 3548 35 21 Eastbound 597 0 8 37 642 6 3 Westbound 770 0 1 32 803 8 77 Project PM Traffic is estimated to be less than I% of Projected PM Peak t How Traffic Volume. Project PM Traffic Is estimated to be t % or greater of Projected PM Peak t Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -h2 FULL OCCUPANCY YEAR: 2010 I A ,) I% Traffic Volume Analysis Intersection: 18. MaeArlhur 8 FordlBorrite Canyon Existing Traffic Volumes Based on Average WlntanBpdng 2007 Peak 1 Hour Approved Cumulative EAWSM Regional Projects Projects Peed ApPeak 1 Hour Growth Peak 1 Hour Peak 1 Hour Direction Volume Volume volume VoWma Prti d Jproach Peak 1 Hour Volume 1% of Projected Project Peak 1 Horn Peak 1 Hour Volume Volume AM PEAK PERIOD Northbound 2108 63 8 183 2362 24 39 Southbound 2465 74 11 45 2595 2680 Eastbound 426 0 4 15 445 4 0 Westbound 1775 0 10' 222 2007 PO 0 Project AM Traffic is estimated to be Was than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilizalion (ICU) Analysis is required. PM PEAK PERIOD Northbound 2877 86 33 145 3141 31 86 Southbound 3151 95 23 155 3424 34 28 Eastbound 387 0 2 54 443 4 0 Westbound 992 0 12 169 1173 72 2 Project PM Traffic is estimated to be less than 1% Of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% Or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity UWization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -63 FULL OCCUPANCY YEAR: 2010 I% Traffic Volume Analysis Intersection: 19. MacArthur 8. San Joaquin Hills Existing Traffic Volumes Based on AVerage Winter/Spring 2007 Peak 1 Hour Approved ' Cumulative Existing Regional Projects Projects Projected Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume I% of Projected Peak 1 Hour Volume Project Peak 1 Hour Volume AM PEAK PERIOD Northbound 1652 50 19 145 1866 19 0 Southbound 2520 76 43 99 2738 27 82 Eastbomd 591 0 8 46 645 6 40 Westbound 7500 '8 191 949 g 0 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utillzetion (ICU) Analysis is required PM PEAK PER= Northbound 2016 60 46 183 2305 23 0 Southbound 2628 79 54 190 2951 30 30 Eastbound 1062 0 55'. 100 1217 12 87 Westbound 878 0 8 139 1025 10 0 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic isestimated lobe 1% Or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO . FULL OCCUPANCY YEAR: 2010 A.(4 I . Westbound 426 0 11 0 427 t% Traffic Volume Analysis 7 Project AM Traffic is estimated to be less than 11% of projected AM Peak 7 Hour Traffic Volume. Intersection: 20. MacArthur & San Miguel Project AM Traffic is estimated to be t% or greater of projected AM Peak t Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. Existing Traffic Volumes Based on Average Winter /Spring 2007 PM PEAK PERIOD Peakt Hour Approved Cumulative Northbound 1376 41 77 205 1633 16 4 Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 7 Hour Growth Peak 7 Hour Peak 7 Flour Peak 7 Hour Peak 7 Hour Peak 7 Hour Direction Volume Volume Volume Volume Volume Volume Volume Intersection Capacity L ifization (ICU) Analysis is required. PROJECT: North Newport Center TPO AM PEAK PERIOD ' FULL OCCUPANCY YEAR: Northbound 1883 56 8 182 2128 21 t Southbound 1765 53 7 142 7887 20 0 Eastbound 190 0 5 12 207 2 it A -65 Westbound 426 0 11 0 427 4 7 Project AM Traffic is estimated to be less than 11% of projected AM Peak 7 Hour Traffic Volume. Project AM Traffic is estimated to be t% or greater of projected AM Peak t Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis Is required. PM PEAK PERIOD Northbound 1376 41 77 205 1633 16 4 Southbound 2017 61 77 182 2271 23 0 Eastbound 1535 0 29 37 1601 _ 16 g Westbound 478 0 12 0 490 5 0 Project PM Traffic is estimated to be less than t% of Projected PM Peak 7 Hour Traffic Volume. Project PM. Traffic is estimated to be t% or greater of projected PM Peak t Hour Traffic Volume. Intersection Capacity L ifization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -65 1% Traffic Volume Analysis Northbound 0 0 0 0 0 Intersection: 21. MacArthur & Coast Hwy 0 Southbound 1832 .55 4 220 2111 21 Existing Traffic Volumes Based on Average Winter/Spring 2007 Eastbound 1864 56 13 456 2389 24 15 Peak 1 Hour Approved Cumulative 23 2 Approach Direction Existing Regional Projects Projects Projected Peak 1 Harr Growth Peak 1 Haw Peak 1 Hour Peak 1 Hour Volume Volume Volume Volume Volume 11% of Projected Peak 1 Hour Volume Project Peak 1 Hour Volume PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 AM PEAK PERIOD Northbound 0 0 0 0 0 0 0 Southbound 908 27 3 152 1090 11 11 Eastbound 1842 55 10 145 2052 21 2 Westbound 1986 60 12 474 2532 25 19 Project AM Traffic is estimated to be less than 11% of Projected AM Peak 1 Four Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. Northbound 0 0 0 0 0 0 0 Southbound 1832 .55 4 220 2111 21 3 Eastbound 1864 56 13 456 2389 24 15 Westbound 1929 58 10 286 2283 23 2 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required.. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -66 •� I 1% Traffic Volume Analysis Intersection: 22. Santa Cruz & San Joaquin Hills ' Existing Traffic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume 1% of Projected Peak 1 Hour Volume Project Peak 1 Hour Volume AM PEAK PERIOD Northbound 72 0 4 0 76 1 35 Southbound 55 0 2 10 67 1 0 Easthound 748 0 2 9 759 g 54 Westhound 495 0 2 41 538 5 7 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. => Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. . PM PEAK PERIOD Northbound 469 0 0 0 '469 5 14 Southbound 72 0 2 9 83 1 0 Eastbound 578 0 2 38 618 6 32 Westbound 586 0 2 30 618 6 48 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -67 I % Traffic Volume Analysis Intersection: 23. Santa Rosa & San Joaquin Hills E>asting Traffic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Direction Volume Vokm* Volume Volume Projected Peak 1 Hour Volume 1 %of Projected Peak 1 Hour Volume Project Peak 1 Hour Volume AM PEAK PERIOD Northbound 108 0 26 11 145 1 36 Southbound 115 0 0 15 130 1 0 Eastbound 428 0 20 19, 467 5 49 Westbound 1032 0 26 91 1149 11. 4 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. -" Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. 'Intersection Capacity Utilization (ICU) Analysis is required. r PM PEAK PERIOD Northbound 587 0 67 42 676 7 59 Southbound 98 0 0 12 110 1 0 Eastbound 729 0 26 47 802 8 10 Westbound 580 0 64 69 713 7 14 Project PM Trefflc is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hoar Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT; North Newport Center TPO . .FULL OCCUPANCY YEAR 2010 A -fib n 1% Traffic Volume Analysis Westbound 936 0 4 191 1131 11 0 Intersection: 24. San Miguel & San Joaquin Hills Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. Existing Traffic Volumes Based on Average Ww t rlWng 2007 Northbound 720 0 28 0 748 7 6 Southbound 423 0 15 0 438 4 0 Peak 1 Hour Approved Cumulative 12 0 Westbound 1115 0 16 137 1268 13 0 Approach. Direction Existing Peak 1 Hour Volume Regional Projects Projects Growth Peak 1 Hour Peak 1 Hour Volume Volume Volume Projected Peak 1 Hour Volume 1 %of Projected Peak 1 Hour Volume Project Peak 1 Hour Volume AM PEAK PERIOD Northbound 322 0 0 .0 322 3 0 Southbound 485 0 0 0 485 5 g Eastbound 729 0 2 63 794 g 0 Westbound 936 0 4 191 1131 11 0 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK FIERIOD Northbound 720 0 28 0 748 7 6 Southbound 423 0 15 0 438 4 0 Eastbound 959 0 0 216 1175 12 0 Westbound 1115 0 16 137 1268 13 0 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Vokane. Project PM Traffic is estimated to be 1% Or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT. North Newport Center TPO A -69 FULL OCCUPANCY YEAR: 2010 I% Traffic Volume Analysis Eastbound 208 0 0 12 220 2 Intersection: 25. Avocado & San Miguel Westbound 1089 0 0 37 1126 11 9 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Treffic Volume. Existing Traffic Volumes Based on Average Winter/Spring 2003 . Intersection Capacity Utilfmtion (ICU) Analysis is required. Peak 1 Hour Approved Cumulative PM PEAK PERIOD Northbound 891 0 0 0 891 Existing Regional Projects Projects, Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 . AM PEAK PERIO Northbound 392 0 0 0 392 4 49 Southbound 118 0 0 0 118 1 8 Eastbound 208 0 0 12 220 2 10 Westbound 1089 0 0 37 1126 11 9 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Treffic Volume. _ => Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. . Intersection Capacity Utilfmtion (ICU) Analysis is required. PM PEAK PERIOD Northbound 891 0 0 0 891 9 10 Southbound 372 0 0 0 372 4 58 Eastbound 724 0 22 37 783 8 1 Wastbou d 742 0 16 22 780 8 0 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. _ => Project PM Traffic is estimated to be I% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -70 CI L`.'' t / 1% Traffic Volume Analysis Northbound 678 0. 37 74 663 Intersection: 26. BalboafSupedor & Coast Hwy 0 Existing Traffic Volumes Based on Average Winter/Spring 2006 Peak 7 Hour Approved Cumulative 0 Existing Regional Projects Projects Projected 7 %of Projected Project Approach Peak 7 Hour Growth Peak 7 Hour Peak 7 Hour Peak 7 Hour Pesk 7 Hour Peak 7 Hour Direction Volume Volume Volume Volume Volume Volume Volume A -7I Northbound 678 0. 37 74 663 7 0 Southbound 479 0 26 52 557 6 0 Eastbound 3468 739 768 702 3877 39 77 Westbound 849 34 28 237 7742 77 tg Project AM Traffic is estimated to be Was than 7% of Projected AM Peak 7 Hour Traffic Volume. Project AM Traffic is estimated to be 7% or greater of Projected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 535 0 70 75 560 6 0 Southbound 7738 0 762 227 7527 75 0 Eastbound 7649 66 73 279 2007 20 8 . Westbound 2446 98 62 742 2748 27 75 Project PM Traffic is estimated to be less than I% of Projacted PM Peak 7 Hour Traffic Volume. Project PM Traffic is estimated to be 7% or greater of projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is requ'ved. PROJECT: North Newport Center TPO PULL OCCUPANCY YEAR 2070 A -7I I% Traffic Volume Analysis Intersection: 27. Newport & Coast Hwy Existing Traffic Volumes Based on Average Wrnter/SPdng 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Vokune Volume Volume Volume Volume I% of Projected Peak 1 Hour. Volume Project Peak 1 Hour Volume AM PEAK PERIOD Northbound 0 0 0 0 0 0 0 Southbound 653 20 49 17 739 7 10 Eastbound 2562 77 7 67 2713 27 11 Westbound 1098 33 27 235 1393 14 18 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. _ => Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity UUUmlion (ICU) Analysis is required. f "� l`�•� PM PFAK PERIOD Northbound 0 0 0 0 0 0 0 Southbound 1087 33 118 85 1323 13 4 Eastbound 1534 46 77 238 1895 19 8 Westbound 2411 • 72 14 145 2642 26 15 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2O10 11 A -72 I% Traffic Volume Analysis Intersection: 28. Riverside & Coast Hwy Existing Traffic Volumes Based on Average Winter/Spring 2006 Peak 1 Hour Approved Cumulative Existing . Regional Projects Projects Projected 1 % of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Oirection Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 8 0 0 0 8 0 0 Southbound 401 0 2 5 408 4 0 Eastbound 2392 96 94 89 2671 Westbound 1309 52 130 281 1772 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 47 0 0 0 47 27 18 0 22 26 0 A -77 Southbound 524 0 2 4 530 5 0 Eastbound 1817 73 181 327 2398 24 13 Westbound 2523 101 134 195 2953 30 27 PROJECT: Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 How Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -77 I% Traffic Volume Analysis Southbound 52 0 0 0 52 Intersection: 29. Tustin & Coast Hwy 0 Eastbound 2268 91 86 94 2539 25 22 Existing Traffic Volumes Based on Average Willer /Spring 2006 26 Project AM Traffic is estimated to be kiss than 1 % of Projected AM Peak 1 Hour Traffic Volume. Peak 1 Hour Approved Cumulative Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Existing Regional Projects Projects Projected 1 %of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Four Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Vchmm Volume Volume Volume Westbound 2509 100 103 197 2909 29 27 = => Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. AM PEAK PERIOD Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic, Volume. Northbound 0 0 0 0 0 0 0 Southbound 52 0 0 0 52 1 0 Eastbound 2268 91 86 94 2539 25 22 Westbound 1276 51 55 280 1662 17 26 Project AM Traffic is estimated to be kiss than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 7 0 0 0 7 0 0 Southbound 85 0 0 0 85 1 0 Eastbound 1587 63 91 332 2073 21 13 Westbound 2509 100 103 197 2909 29 27 = => Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic, Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT. North Newport Cents TPO r FULL OCCUPANCY YEAR: 2010 A -74 I i I% Traffic Volume Analysis Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic, is estimated to be 1 % or greater of projected AM Peak 1 Hour Traffic Volume. ^� Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD 'Northbound 119 0 0 0 119 Southbound 1310 0 41 83 1434 1 0 14 1 Eastbound 1630 49 118 332 2129 21 13 Westbound 3341 100 92 248 3781 38 37 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Vokime. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 How Traffic Volume. Intersection Capacity Utiraaffon (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR 2010 A -75 Intersection: 30. Dovedgayshore 8 Coast Hwy Existing Traffic Volumes Based on Average WntedSpring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour .Peak 1 Hour Peak 1 Hour Peak 1 Hour peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 74 0 0 0 74 1 0 Southbound 976 0 24 28 1028 10 9 Eastbound 2421 73 81 94 2669 27 22 Wesbound 1720 52 61 360 2193 22 32 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic, is estimated to be 1 % or greater of projected AM Peak 1 Hour Traffic Volume. ^� Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD 'Northbound 119 0 0 0 119 Southbound 1310 0 41 83 1434 1 0 14 1 Eastbound 1630 49 118 332 2129 21 13 Westbound 3341 100 92 248 3781 38 37 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Vokime. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 How Traffic Volume. Intersection Capacity Utiraaffon (ICU) Analysis is required. PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR 2010 A -75 1% Traffic Volume Analysis Intersection: 31. Bayside & Coast Hwy 5 0 EAsting Traffic Volumes Based on Average Winter/Spring 2006 0 Peak 1 Hour Approved Cumulative 35 31 Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume Northbound 446 0 4 0 450 5 0 Southbound 46 0 62 5 113 1 0 Eastbound 3170 127 71 116 3484 35 31 Westbound 1483 59 39 351 1932 19 32 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. _ => Project AM Traffic is estimated to be 1% or greater of projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 523 0 5 0 528 5 0 Southbound 68 0 100 4 172 2 0 Eastbound 2419 97 91 385 2992 30 13 Westhound 3129 125 56 238 35421 35 37 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. => Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -76 FULL OCCUPANCY YEAR 2010 I 411 I% Traffic Volume Analysis Eastbound 1905 57 10 156 2128 21 29 Westbound 1447 43 16 469 1975 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 0 0 0 0 0 20 1 0 0 Southbound 680 0 34 0 714 7 Intersection: 32. Newport Center & Coast Hwy Eastbound 1874 56 26 513 2469 25 7 Existing Traffic Volumes Based on Average Winter/Spring 2007 17 Project PM Traffic is estimated to he less than I% of Projected pM peak 1 Hour Traffic Volume. Peak 1 Hour Approved Camulative Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Existing Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 0 0 0. 0 0 0 0 Southbound 128 0 9 0 137 1 9 Eastbound 1905 57 10 156 2128 21 29 Westbound 1447 43 16 469 1975 Project AM Traffic is estimated to be less than 1 % of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 0 0 0 0 0 20 1 0 0 A -77 Southbound 680 0 34 0 714 7 0 Eastbound 1874 56 26 513 2469 25 7 Westbound 2041 61 13 317 2432 24 17 Project PM Traffic is estimated to he less than I% of Projected pM peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Canter TPO FULL OCCUPANCY YEAR: 2010 A -77 1% Traffic Volume Analysis Intersection: 33. Avocado & Coast Hwy Existing Traffic Volumes Based on Average WinteNSpong 2006 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Approach Peak 1 Hour Growth Peak 1 Four Peak 1 Hour Oirection Volume Volume Volume Volume Projected Peak 1 Hour Volume 1% of Projected Peak 1 Hour Volume Project Peak 1 Hour Volume AM PEAK PERIO Northbound 305 0 0 0 305 3 0 Soultibound 143 0 0 0 143 1 7 . Eastbound 1480 59 6 156 1701 17 28 Westbound 1398 56 15 469 1938 19 18 Project AM Traffic Is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 362 0 0 0 362 4 0 Southbound 705 0 1 0 706 7 48 Eastbound 1684 67 11 513 2275 23 2 Westbound 1603 64 7 317 1991 20 0 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. . PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -78 1% Traffic Volume Analysis Intersection: 34. Goldenrod & Coast Hwy Existing Traffic Volumes Based on Average Winter /Spring 2006 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected Approach Peak 7 Hour Growth Peak 7 Hour Peak f Hour Peak 7 Hour U-uection Volume Volume Volume Volume Volume 1% of Projected Peak 7 Hour Volume Project Peak 7 Hour Volume AM PEAK PERIOD . Northbound 733 0 0 0 733 f 0 Southbound 59 0 7 0 60 f 0 Eastbound 7787 47 6 759 7399 14 14 Westbound 7990 80 70 502 2582 . 26 79 Project AM Traffic is estimated to be less than 1% of Projected AM Peak f Hour Traffic Volume. Project AM Traffic is estimated to be f % or greater of Projected AM Peak 7 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 735 0 0 0 735 f 0 Southbound 75 0 0 0 75 . f 0 Eastbound 7762 77 8 527 2388 24 78 Westbound 7742 70 7 377 2736 27 2 _ => Project PM Traffic is estimated to be less than I% of Projected PM Peak t Hour Traffic Volume. Project PM Traffic is estimated to be 7% or greater of Projected PM Peak 7 Hour Traffic Volume. Intersection Capacity Ufifuation (ICU) Analysis is required. PROJECT: North Newport Center TPO A -79 FULL OCCUPANCY YEAR: 2070 1% Traffic Volume Analysis Intersection: 35. Marguerite & Coast Hwy Existing Traffic Volumes Based on Average Winter/Spring 2006 Peak 7 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak I Hour Growth Peak 7 Hour Peak I Hour Peak I Hour Peak 1 Hour Peak I Haar Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 249 0 0 0 249 2 .0 Southbound 243 0 0 3 246 2 0 Eastbound 1233 49 5 159 1446 14 14 Westbound 1821 73 10 515 2419 24 19 Project AM Traffic is estimated to be less than 11% of Projected AM Peak I Hour Traffic Volume. Project AM TratBc is estimated to be 1% or greater of Projected AM Peak I Hour Traffic Volume. (. Intersection Capacity Utilization ( ICU) Analysis is requred. :S`zr • PM PEAK PERIODPERIOD Northbound 241 0 0 0 241 2 0 Southbound 254 0 0 13 267 3 0 Eastbound 1799 72 7 527 2405 24 18 Westbound 1460 58 7 324 1849 18 2 Project PM Traffic is estimated to be less than 11% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic Is estimated to be 11% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -80 I% Traffic Volume Analysis Intersection: 36. Newport Center & Santa Barbara Existing Traffic Volumes Based on Average WintsdSpring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected Approach Peak I Hour Growth Peak 1 Hour Peak 7 Hour Peak I Hour Direction Volume Volume Volume Volume Volume 11% of Projected Project Peak I Hour Peak 7 Hour Volume Volume AM PEAK PERIOD Northbound 223 0 0 0 223 2 0 Southbound 126 0 0 0 126 1 0 Eastbound 227 0 0 0 227 2 2 Westbound 13 0 0 0 13 0 1 Project AM Traffic is estimated to be less than I% Of Pmjected AM Peak I Hour Traffic Volume. _ => Project AM Traffic is estimated to be 11% or greater of Projected AM Peak I Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. - PM PEAK PERIOD Northbound 291 0 0 0 297 3 p Southbound 289 0 0 0 289 g 0 Eastbound 267 0 0 0 267 3 9 Westbound 91 0 0 0 97 1 9 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1 % or greater of Projected PM Peak 1 Four Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is requimd_ PROJECT: North Newport Center TPO FULL OCCUPANCY YEAR: 2010 A -XI I% Traffic Volume Analysis Eastbound 117, 0 0 0 117 Intersection: 37. Santa Cruz & Newport Center 0 Westbound 181 0 0 0 181 2 0 Existing Traffic Volumes Based on Average Winter/Spring 2007 _> Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Peak 1 Four Approved Cumulative Intersection Capacity UOFzation (ICU) Analysis is required. Existing Regional Projects Projects Projected 1 %of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume Westhound 299 0 0 0 299 3 0 AM-P-FAK-PERIOD Northbound 69 0 0 0 69 1 1 Southbound 166 0 0 0 166 2 2 Eastbound 117, 0 0 0 117 1 0 Westbound 181 0 0 0 181 2 0 Project AM Traffic is estimated to be less than I% of Projected AM Peak 1 Hour Traffic Volume. _> Project AM Traffic is estimated to be 1 % or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity UOFzation (ICU) Analysis is required. PM PEAK PERIOD Northbound 274 0 0 0 274 3 9 Southbound 255 0 0 0 255 3 9 Eastbound 235 0 0 0 235 2 0 Westhound 299 0 0 0 299 3 0 Project PM Traffic is estimated to be less than 1 % of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Four Traffic Volume Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -82 FULL OCCUPANCY YEAR: 2010 AM Eastbound 85 0 0 U 85 Westbound 274 0 0 0 274 . Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 278 0 0 0 278 Southbound 392 0 0 0 392 Eastbound 214 '0 0 0 214 Westbound 298 0 0 0 298 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -x3 3 4 2 3 0 0 26 15 0 0 FULL OCCUPANCY YEARN 2010 1% Traffic Volume Analysis Intersection: 38. Newport Center & Santa Rosa Existing Traffic Volumes Based on Average Winter/Spring 2003 Peak 1 Hour Approved Cumulative Approach Direction Existing Peak 1 Hour Volume Regional Projects Projects Growth Peak 1 Hour Peak 1 Hour Volume Volume Volume Projected Peak 1 Hour Volume 1% of Projected Project Peak 1 Hour Peak 1 Hour Volume Volume AM PEAK PERIOD Northbound 122 0 0 0 122 1 6 Southbound 313 0 0 0 313 3 30 Eastbound 85 0 0 U 85 Westbound 274 0 0 0 274 . Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1% or greater of projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 278 0 0 0 278 Southbound 392 0 0 0 392 Eastbound 214 '0 0 0 214 Westbound 298 0 0 0 298 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -x3 3 4 2 3 0 0 26 15 0 0 FULL OCCUPANCY YEARN 2010 1% Traffic Vokmte Analysis i Westbound 685 0 0 0 685 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be I% or greater Of Projected PM Peak 1 Hour Traffic Volume Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -84 7 0 I FULL OCCUPANCY YEAR: 2010 I Intersection: 39. Newport Center & San Miguel Existing Traffic Volumes Based on Average WintedSpring 2007 Peak 1 Hour Approved Cumulative Existing Regional Projects Projects Projected 1% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 322 0 0 0 322 3 3 Southbound 130 0 0 0 130 1 17 Eastbound 69 0 0 0 69 1 2 Westbound 377 0 0 0 377 4 0 . Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 Hour Traffic Volume. Project AM Traffic is estimated to be 1 % Or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK PERIOD Northbound 376 0 0 0 376 4 10 Southbound 388 0 0 0 388 4 0 Eastbound 390 0 0 0 390 4 16 Westbound 685 0 0 0 685 Project PM Traffic is estimated to be less than 1% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic is estimated to be I% or greater Of Projected PM Peak 1 Hour Traffic Volume Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -84 7 0 I FULL OCCUPANCY YEAR: 2010 I ' r I% Traffic Volume Analysis Intersection: 40. Newport Center/Fashion Island & Newport Center Existing Traffic Volumes Based on Average Winter/Spring 2007 Peak 1 Hour Approved Cunwlative Existing Regional Projects Projects Projected I% of Projected Project Approach Peak 1 Hour Growth Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 Hour Peak 1 How Direction Volume Volume Volume Volume Volume Volume Volume AM PEAK PERIOD Northbound 501 0 0 0 501 5 0 Southbound 15 0 0 0 15 Eastbound 229 0 0 0 229 Westbound 121 0 0 0 121 Project AM Traffic is estimated to be less than 1% of Projected AM Peak 1 How Traffic Volume. Project AM Traffic is estimated to be 1% or greater of Projected AM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PM PEAK Northbound 431 0 0 0 431 Southbound 156 0 0 0 156 0 2 1 4 2 1 D 10 1 9 Eastbound 342 0 0 0, 342 3 0 Westbound 511 0 0 0 511 5 0 Project PM Traffic is estimated to be less than I% of Projected PM Peak 1 Hour Traffic Volume. Project PM Traffic Is estimated to be 1% or greater of Projected PM Peak 1 Hour Traffic Volume. Intersection Capacity Utilization (ICU) Analysis is required. PROJECT: North Newport Center TPO A -ss FULL OCCUPANCY YEARN 2010 1. MacArthur 6 Campus Existing TOTAL CAPACITY UTILIZATION .496 .764 Existing t Growth t Approved ♦ Project AN PR HOUR PM PE HOUR AM P8 HOUR LANES CAPACITY VOL V/C VOL V /C. NBL 1 1600 53 .033 155 .097* NBT 4 6480 891 .140* 1171 .183 NBR 1 1600 50 ..031 35 .022 SBL 1 1600 261 .163* 131 .082 SBT 4 6400 918 .143 1108 .173* SBR 1 1600 299 .187 666 .416 EBL 2 3200 458 .143 336 .105* EBT 3 4800 778 .180* 455 .137 EBR 0 0 87 0 202 89 NBL 2 3280 43 .013* 132 .041 NBT 3 4800 225 .047 1080 .225* NBR f .225* 100 f 155 i00 Right Turn Adjustment 156 Right SBR .164* TOTAL CAPACITY UTILIZATION .496 .764 Existing t Growth t Approved ♦ Project AM P8 HOUR AM PR HOUR PH PE HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 55 .034 157 .098* NBT 4 6400 955 .149* 1265 .198 NBR 1 1600 50 .031 37 .023 SBL 1 1600 261 .163* 131 .082 SBT .4 6400 998 .156 1181 .185* SBR 1 1600 '301 .188 669 ,418 EBL 2 3200 461 .144 338 ..106* EBT 3 4800 762 .18i* 475 .141 ERR 0 0 89 204 204 NBL 'NBL 2 3200 44 .014* 135 .G42 NBT 3 4600 227 .047 1082 .225* NBR f 100 i00 156 156 Right Right Tarn Adjustment SBR .153* TOTAL CAPACITY UTILIZATION .507 .767 A -86 Existing ♦ Regional Growth ♦ Approved AM P8 HOUR AN PR HOUR PH PE HOUR LANES LANES CAPACITY VOL V/C VOL V/C . NBL 1 1600 55 .034 157 .098* NBT 4 6400 947 .148* 1244 .194 NBR 1 1600 50 .031 37 .023 SBL 1 1600 261 .163* 131 .062 SET 4 6400 978 .153 1175 .184* SBR 1 1600 301 .188 669 .418 EBL 2 3200 461 .144 338 .106* EBT 3 4800 782 .181* 475 .141 ERR 0 0 89 204 204 NBL NBL 2 3200 44 .014* 135 .042 NBT 3 4800 227 .047 1082 .225* NBR f 100 100 156 156 Right Right Turn Adjustment SBR. SBR .154* TOTAL CAPACITY UTILIZATION .506 .767 Existing ♦ Growth ♦ Approved ♦ Cuavalative AM P8 HOUR PM PH HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 55 .034 157 .098* NBT 4 6400 1097 .171* 1345 .210 NBR 1 1600 50 .031 37 .023 SBL 1 1600 261 .163* 131 .082 SBT 4 6400 1036 .162 1330 .208* SBR 1 1600 301 .188 669 .418 EBL 2 3200 461 .144 338 .106* EBT 3 4800 7B2 .181* 475 .141 EBR 0 0 89 204 NBL 2 3200 44 .014* 135 .042 WBT 3 4800 '.227 .047 1082 .225* NBR f 100 156 Right =, Ad.astrert SBR. TOTAL CAPACITY UTILIZATION , ..529 .767 1. MacArthur 6 Campus Existing + Growth + Approved + Cumulative + Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 55 .034 157 .098' NET 4 6400 1105 .113' 1366 .213 NBR 1 1600 50 .031 37 .023 SEE, 1 1600 261 .163' 131 .082 SBT 4 6400 1056 .165 1336 .209' SBR 1 1600 301 .188 669 .418 881, 2 3200 461 .144 338 .106' BHT 3 4800 782 .181` 475 .141 EBR 0 0 89 204 WBL 2 3200 44 .014' 135 .042 WBT 3 4800 227 .047 IOB2 .225' WBR f 100 156 Right Turn Adjustment SBR .129' ` TOTAL CAPACITY UTILIZATION .531 .767 I] A -x7 2. NecArthur 4 Birch existing LANES NBL I NET 3 NBR f SBL 1 SET 4 SBR 0 EEL 0 EBT 3 EBR 0 WBL 1 NET 2 WBR f Note: Assumes CAPACITY 1600 4800 1600 6400 0 0 4800 0 1600 3200 i/W Split AM E VOL 47 1741 104 146 771 177 123 372 59 21 164 47 Phasing Z HOUR PM PR HOUR V/C VOL V/C .029 113 .071• .363• 1183 .246 22 .091• 69 .043 .148 2067 .350' 170 294 1115* 207 .109• 24 .013 103 .064 .051* 694 .217* 140 TVrAL CAPACITY UTILISATION .620 .747 Existing + Growth + Approved + Project . AM PR HOUR AM PH HOUR PM PZ HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 48 .030 113 .071* NET 3 4800 1811 .377* 1256 .262 HER f 104 104 22 22 SBL SBL 1 1600 146 .091* 69 .043 SET 4 6400 835 .159 2156 .365* SBR 0 0 182 177 177 EEL EEL 0 0 128 306 306 EBT EBT 3 4800 372 .117* 208 .113* EBR G 0 61 26 26 WEL NBL 1 1600 21 .513 103 .G64 WET 2 3200 154 . 05L' 696 .218* WBR L 47 47 140 1 *0 Note: nssuves ?/W SpIll Phasing IVE" CAPACITY UTILIZATION .636 .767 A -88 Existing + Regional Growth + Approved . AM PR HOUR AM PR HOUR PM PR HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 48 .030 113 .071• NET 3 4800 1803 .376• 1235 .257 NBR f 104 104 22 22 SBL SBL 1 1600 146 .091• 69 .043 SET 4 6400 815 .156 2150 .364• SBR 0 0 182 177 177. EEL EEL 0 0 128 306 306 EBT EBT 3 4800 372 .117* 208 .113* EBR 0 0 61 26 26 WEL WBL 1 1600 21 .013 103 .064 WET 2 3200 164 .051* 696 .218* WBR f 47 47 140 140 Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILIZATION .635 .766 Existing + Growth + Approved + Cumulative . AM PR HOUR PM PH HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 48 .030 113 .071* NET 3 4800 1953 .407* 1336 .278 HER f 104 22 SBL 1 1600 146 .091* 69 .043 SET 4 6400 873 .165 2305 .388* SBR 0 0 182 177 EEL 0 0 128 306 EBT 3 4800 372 .117* 208 .113* EBR 0 0 61 26 WEL 1 1600 21 .013 103 .064 NET 2 3200 164 .051* 696 .218' WBR f 47 140 Ncte: Assumes E/W So'__ Paas:. ^,g TOTAL CAPACITY UTILIZATION .666 .790 11 11 2. MacArthur F Eirch Existing + Growth + Approved + Cumulative + Project AM PH HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 48 .030 113 .011' NBT 3 4800 1961 .409* 1357 .283 NBR f 104 22 SBL 1 1600 146 .091* 69 .043 SBT 4 6400 893 .168 2311 .389' SBR 0 0 182 111 EBL 0 0 126 306 EST 3 4800 372 .111' 208 .113• OR 0 0 61 26 WBL 1 1600 21 .013 103 .064 WBT 2 3200 164 .051* 696 .218' WBR f 47 140 Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILIZATION .66E .791 A -89 J 3. MacArthur 6 Von Kaman Existing TOTAL CAPACITY UTILIZATION .316 .739 Existing + Growth + Approved + Project AN PR HOUR PM PH HOUR AM PH HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 129 .081 71 .044' NOT 3 4800 974 .203* 788 .164 NOR f .178 800 f 155 801 SOL 1 1600 36 .023* 34 .021 SET 3 4800 394 .082 962 .200* SBR f .213* 197 f 101 199 ERL 1 1600 35 .022 137 .086 EBT 2 3200 84 .026* 222 .069* ERR f .071* 36 f 281 36 WBL 1 1600 102 .064* 682 .426* WHY 2 3200 184 .058 152 .048 WBR f .049 16 f 65 16 TOTAL CAPACITY UTILIZATION .316 .739 Existing + Growth + Approved + Project AM PH HOUR AM PH HOUR PM PH HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 130 .081 75 .047* NET 3 4800 1029 .214* 853 .178 NOR f 619 801 179 155 SOL SOL 1 1600 36 .023* 34 .021 SOT 3 4800 441 .092 1020 .213* SBR f 199 199 105 105 EBL EBL 1 1600 38 .024 144 .090 EBT 2 3200 86 .027* 228 .071* EBR f 36 36 283 283 WBL. NBL 1 1660 104 .065* 686 .429* wrl 2 3200 185 .058 156 .049 WHO f 16 16 65 65 TOTAL CAPACITY UTILIZATION . .329 .760 A -W Existing + Regional Growth + Approved AM PH HOUR AM PH HOUR PM PH HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 130 .081 75 .047* NOT 3 4800 1021 .213* 832 .173 NOR f 619 801 179 155 SOL SOL 1 1600 36 .023* 34 .021 SET 3 4800 421 ..088 1014 .211* SBR f 199 199 105 105 EBL EBL 1 1600 38 .024 144 .090 EBT • 2 3200 86 .027* 228 .071* ERR f 36 36 283 283 WBL. WBL 1 1600 104 .065* 686 .429* WHY 2 3200 185 .058 156 .049 NOR f 16 16 65 65 TOTAL CAPACITY UTILIZATION .328 .758 Existing + Growth + Approved + Coaslative AM PH HOUR PM PH HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 130 .081 75 .047* NOT 3 4800 1171 .244* 933 .194 NOR f 619 179 SOL 1 1600 36 .023* 34 .021 SOT 3 4800 479 .100 1169 .244* SBR f 199 105 EBL 1 .1600 38 .024 144 .090 EBT 2 3200 86 .027* 228 .071* ERR f 36 283 WBL. _ 1606 129 .GB1* 707 .442* WBT 2 3200 185 .058 156 .049 WBR f 16 65 TOTAL CAPACITY UTILIZATION .375 .804 3. MacArthur a Van Ka man Existing + Growth + Approved + Cumulative + Project AN PH HOUR PM PR HOUR LANES CAPACITY VOL VIC VOL VIC N8L 1 1600 130 .081 75 .041* NBT 3 4800 1179 .246' 954 .199 HBR f 819 179 SBL 1 1600 36 .023* 34 .021 SBT 3 4800 499 .104 1175 .245' SBR f 199 105 EBL 1 1600 38 .024 144 .090 EBT 2 3200 86 .021' 228 '.011' EBR f 36 283 .WBL 1 1600 129 .081' 707 .442' WBT 2 3200 185 .058 156 .049 WBR f 16 65 TOTAL CAPACITY UTILIZATION .377 .805 E A -91 S. Jamboree 6 Birch Existing TOTAL CAPACITY UTILIZATION .555 .642 Mating + Growth + Approved + Project AM PK HOUR PM PK HOUR AN PK LANES CAPACITY VOL V!C VOL V/C NBL 1 1600 275 .112* 216 .135* NBT 3 4800 1372 .286 1625 .339 NBR 0 0 1 HER 3' 0 Su 1 1600 4 .003 6 .004 SBT 3 4800 1589 .331* 1857 .381* SBR f 1982 458 SBR 483 459 EBL 0 0 148 EBL 349 0 .EBT 2 3200 5 .048* 6 .111* EBR f 6 41 EER 154 41 WBL 0 0 1 NBL 0 0 WBT 1 1600 2 .004* 14 .009* WBR 0 0 4 NER 0 0 Note: Assumes E/W Split Phasing 0 Note: Note: TOTAL CAPACITY UTILIZATION .555 .642 Mating + Growth + Approved + Project AN PK AM PK HOUR PH PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 275 .112* 216 .135* NET 3 4800 1463 .305 1763 .368 HER 0 0 1 3 3 SBL SBL 1 1600 4 .003 6 .004 SBT 3 4800 1729 .360* 1982 .413* SBR f 459 459 483 483 EBL EBL 0 0 148 349 349 EBT EBT 2 3200 5 .048* 6 .111* EER f 41 41 155 155 WBL NBL 0 0 1 0 0 WBT WET 1 MG 2 .004' 14 .009* NER 0 0 4 G 0 Note: Note: Assumes E/W Sp! -, Phasing TOTAL CAPACITY UTILIZATION .584 .668 A -92 Existing + Regional Growth + Approved AN PK AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL WC VOL V/C NBL 1 1600 275 .112* 216 .135* NET 3 4800 1455 .303 1742 .364 NBR 0 0 1 3 3 SBL SBL 1 1600 4 .003 6 .004 SBT 3 4800 1709 .356* 1976 .412* SBR f 459 459 483 483 EBL EEL 0 0 148 349 349 EBT EST 2 3200 5 .048* 6 .111* EBR f 41 41 155 155 WBL WBL 0 0 1 0 0 WBT EST 1 1600 2 .004* 14 .009* WBR 0 0 4 G 0 Note: Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILIZATION .580 .667 Existing + Growth + Approved + CUsalative AN PK HOUR PH PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1608 275 .112* 216 .135* NBT 3 4800 1628 .339 1861 .388 NBR 0 0 1 3 SBL 1 1600 4 .803 6 .804 SBT 3 4800 1780 .311* 2155 .449* SBR f 459 483 EBL 0 0 148 349 EBT 2 3200 5 .048* 6 .111* EBR f 41 155 WBL 0 0 1 0 WBT 1 1600 2 .G04* 14 .009* M 0 0 4 G Note: Assumes E/W Spat P;:asing TOTAL CAPACITY UTILIZATION .595 .704 5. Jamboree d Birch Existing + Grovth + ApproVed + Cumulative + Project . AN PR HOUR PM PE HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 275 .172" 216 .135' NET 3 4800 1636 .341 1882 .393 NBR 0 0 1. 3 SBL 1 1600 4 .003 6 .004 SBT 3 4800 1800 .375' 2161 .450' SBA f 459 483 EBL 0 0 148 349 EBT 2 3200 5 .048' 6 .111* EER f 41 155 WEL 0 0 1 0 WET 1 1600 2 .004' 14 .009' NBR 0 0 4 0 Note: Assumes E/W Split Phasing _. TOTAL CAPACITY PPILIEATIoW .599 .785 A -93 6. MacArthur A Jamboree Existing TOTAL CAPACITY UTILISATION .683 .757 Existing i Growth i Approved i Project AM PK HOUR PM PK HOUR AM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 214 .067 250 .018' NBT 3 4800 1689 .352' 539 .112 NOR 1 1600 482 .301 333 .208 SBL 2 3200 85 .021' 208 .065 SBT 3 4800 304 .063 1479 .308' SBR f .326' 97 f 256 110 EBL 2 3200 432 .135 199. .062 EBT 3 4800 989 .206' 864 .180' ERR f .196' 215 f 51 215 WBL 2 3200 313 .098' 612 .191' WHY 3 4800 632 .132 1026 .214 WBR f .229 183 f 103 197 TOTAL CAPACITY UTILISATION .683 .757 Existing i Growth i Approved i Project AM PR HOUR AM PK HOUR PM PR HOUR. LANES LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 222 .069 262 .082' NET 3 4800 1767 .368' 600 .125 NBR 1 1600 483 .302 333 ..208 SBL 2 3200 93 .029' 230 .072 SBT 3 4800 354 .074 1563 .326' SBR f 116 110 294 276 EBL EBL 2 3200 446 .139 216 .068 EBT 3 4800 1047 .218' 941 .196' EBR f 215 215 51 51 WBL WBL 2 3200 313 .098' 613 .192' WK 3 4800 713 .149 1098 .229 WBR f 197 197 113 113 TOTAL CAPACITY UTILISATICY .713 .796 A -94 Existing i Regional Growth i Approved AM PR HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 222 .069 262 .082' NBT 3 4800 1759 .366' 579 .121 NBR 1 1600 483 .302 333 .208 SBL 2 3200 93 .029' 230 .072 SBT 3 4800 334 .070 1557 .324' SBR f 116 110 294 276 EBL EBL 2 3200 446 .139 216 .068 EBT 3 4800 1039 .216' 920 .192* EBR f 215 215 51 51 WBL WBL 2 3200 313 .098' 613 .192' WHY . 3 4800 693 .144 1092 .228 WBR f 197 197 113 113 TOTAL CAPACITY UTILISATION .709 .790 Existing i Growth i Approved i Cumulative AM PR HOUR PM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 222 .069 262 .082' NBT 3 4800 1907 .391' 693 .144 NBR 1 1600 501 .313 357 .223 SBL 2 3200 93 .029' 230 .012 SBT 3 4800 410 .085 1715 .351' SBR f 116 294 EBL 2 3200 465 .145 227 .071 EBT 3 4800 1194 .249' 1015 .211'. EBR f 215 51 WBL 2 320G 338 .106, 634 .198' W 3 4800 739 .154 1256 .260 WER f 197 113 TOTAL CAPACITr UTILISATION .761 .848 � I A l ._ 6. MacArthur 6 Jamboree Existing + Growth + Approved + Cumulative + Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V[C NBL 2 3200 222 .069 262 .082• NBT 3 4800 1915 .399•- 714 .149 NBR 1 1600 501 .313 357 .223 SBL 2 3200 93 .029' 230 .072 SBT 3 4800 430 .090 1721 .359• SBR f 116 294 EBL 2 3200 465 .145 227 .071 EBT 3 4800 1202 .250' 1036 .216• EBR f 215 51 WBL 2 3200 338 .106• 634 .198• WBT 3 4800 759 .156 1256 .262 WBA f 197 113 TOTAL CAPACITY UTILIZATION .784 .855 u A -95 7. Bsyvlew i Bristol South (EB) Existing Existing + Regional Growth + Approved AN PR HOUR PH PK HOUR AM PR HOUR LANES CAPACITY VOL V/C VOL WC NBL 0 0 0 0 0 0 NOT 0 0 0 0 0 0 NBR 2 3200 480 .150 641 .200 SBL 0 0 0 0 0 0 SBT 0 0 0 0 0 0 SRR 0 0 0 0 0 0 EBL 0 0 0 0 0 0 EST . 4 6400 2709 .423" 2913 .455* EBR 1 1600 398 .249 144 .090 WEI. 0 0 0 0 0 0 WHY 0 0 0 0 0 0 WBR 0 0 0 0 0 0 Right Turn Adjustment NBR .150* NOR .200* Existing + Regional Growth + Approved AM PR HOUR AM PK HOUR PH PR HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 0 NOT NBT 0 0 0 0 0 NBR FOR 2 3200 480 .150 641 .200 SOL 0 0 0 0 0 SBT SBT 0 0 0 0 0 SBR SBR 0 0 0 0 0 EBL EBL 0 0 0 0 0 EBT EST 4 6400 2787 .435* 2994 .468* EBR 1 1600 398 .249 144 .090 WBL 0 0 0 0 0 WBT WBT 0 0 0 0 0 WBR WBR 0 0 0 0 0 Right Right Turn Adjustment NBR .150* NBR .200* TOTAL CAPACITY UTILIZATION .573 .655 TOTAL CAPACITY UTILIZATION .585 Existing + Growth + Approved + Project AM PR HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 0 NOT NBT 0 0 0 0 0 NBR NBR 2 .3200 480 .150 641 .200 SBL 0 0 0 0 0 SBT SBT 0 0 0 0 0 SBR SBR 0 0 0 0 0 EBL EBL 0 0 0 0 0 EBT EBT 4 6400 2819 .440* 3012 .411* EBR 1 1600 398 .249 144 .090 WBL 0 G 0 0 0 WBT WBT G 0 0 0 0 WBR s93R 0 0 G 0 G Right Right Turn Adjustment NBR .13C* NBR .200= TOTAL CAPACITY UTILIZATION .590 .671 A-96 .668 Existing + Growth + Approved + Cumulative AM PR HOUR PH PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 NOT 0 0 0 0 NBR 2 3200 480 .150 641 .200 SBL 0 0 0 0 SBT 0 0 0 0 SBR 0 0 0 0 EBL 0 0 0 0 EBT 4 6400 2787 .435* 2994 .468" EBR 1 1600 398 .249 144 ..090 WOL 0 G 0 0 WBT G 0 0 0 WBR G O 0 0 Right Turn Adjustmenr NBR .M- NOR .280* TOTAL CAPACITY UTILIZATION .585 .668 7. Bayviex A Bristol South (EB) Existing + Groxth + Approved + Cumulative + Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 NBT 0 0 0 0 NBR 2 3200 480 .150 641 .200 SBL 0 0 0 0 . SBT 0 0 0 0 SBR 0 0 0 0 £BL 0 0 0 0 EBT 4 6400 2819 .440* 3012 .471* EBB 1 1600 398 .249 144 .090 WBL 0 0 0 0 WBT 0 0 0 0 WBR 0 0 0 0 Right Turn Adjustment NBR .150* NBR .200* TOTAL CAPACM UTILIZATION .590 .671 A -97 8. Jamboree t Bristol Notts (NO) Existing TOTAL CAPACITY UTILIZATION . .566 . .534 Existing + Growth + Approved + Project AN PK HOUR PM PK HOUR AA PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 2 3200 1287 .402* 723 .226* NBT 2 3200 1391 .435 1293 .404 NBR f f 692 870 833 SBL SBL 0 0 0 0 0 2.5 SBT 2.5 6400 645 .164* 1216 .308* SBR 1.5 757 405 0 755 0 EBL 0 0 0 0 0 0 . EBT 0 0 0 0 0 0 EBR 0 0 0 G 0 WBT WBL 0 0 0 0 0 0 WHY 0 0 0 0 WBR 0 0 0 0 TOTAL CAPACITY UTILIZATION . .566 . .534 Existing + Growth + Approved + Project AA PK HOUR AA PK HOUR PM PK HOUR HOUR LANES CAPACITY VOL VIC VOL VIC NBL 2 3200 1304 .408* 745 .233* NBT 2 3200 1491 .466 1414 .442 NBR f f 713 870 833 SBL 0 0 0 0 0 SHY 2.5 6400 741 .179* 1323 .325* SBR 1.5 1.5 406 757 757 EBL 0 0 0 0 0 EBT 0 0 0 0 . 0 EBR 0 0 0 0 0 WBL 0 0 0 G 0 . WBT G 0 G G 0 WBR 0 0 0 0 0 TOM CAPACITY UTILIZATIOI .587 .558 A•98 Existing + Regional Growth + Approved AA PK HOUR AN PK HOAR PM PK HOUR CAPACITY LANES CAPACITY VOL VIC VOL. VIC NBL 2 3200 1304 .408* 745 .233* NBT 2 3200 1483 .463 1393 .435 NBR f 833 692 833 0 SBL 0 0 0 0 2.5 SBT 2.5 6400 721 .176* 1317 .324* SBR 1.5 757 406 757 0 EBL 0 0 0 0 0 EBT 0 0 0 0 0 EBR 0 0 0 0 0. WBL 0 0 0 0 . 0 WHY 0 0 0 0 0 WBR 0 0 0 0 TOTAL CAPACITY UTILIZATION .584 .557 Existing + Growth + Approved + Cumulative AA PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC . NBL 2 3200 1304 .408* 745 .233* NBT 2 3200 1656 .518 1500 .469 NBR f 692 833 SBL 0 0 0' 0 SBT 2.5 6400 772 .184* 1494 .352* SBR 1.5 406 757 EBL 0 0 0 0 EBT 0 0 0 0 EBR 0 0 G 0 WBL 0. 0 0 0 WBT 0 8 0 G WBR 0 0 0 G TOTAL CAPACITY UTILIZATION .592 .585 ... B. Jamboree E Bristol North (NB) Existing + Growth + Approved + Cumulative + Project AN PH HOUR PM PA HOUR LANES CAPACITY VOL V/C VOL VIC NBL 2 3200 1304 .408- 745 .233' NBT 2 3200 1664 .520 1521 .475 NBR f 713 870 SBL 0 0 0 0 SET 2.5 6400 792 .181* 1500 .353' SRR 1.5 406 757 EBL 0 0 0 0 EBT 0 0 0 0 EBR 0 0 0 0 WBL 0 0 0 0 WBT 0 0 0 0 WBR 0 0 0 0 TOTAL ChPA= OTILIEATNU .595 .586 A -99 9. Jamboree 6 Bristol South I®) Existing TOTAL CAPACITY PTILIZATION .557 .673 Existing h Growth h Approved h Project AM PK HOUR PM PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 NBL 0 0 NET 5 8000 2127 .213* 1843 .245 NBR 0 0 60 NBR 115 0 SBL 0 0 0 SBL 0 0 SET 3 4800 675 .141 1241 .259* SBR 0 0 0 SBR 0 0 EEL 1.5 0 1229 .384* 973 {.414)* 1232 EBT 1.5 4800 434 .271 1015 .414 EBR 2 3200 1168 .365 1285 .402 WBL 0 0 0 WBL 0 0 NET 0, 0 0 WBT 0 0 WBR 0 0 0 WBR 0 0 TOTAL CAPACITY PTILIZATION .557 .673 Existing h Growth h Approved h Project AM PK HOUR AN PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL WC NBL 0 0 0 0 0 NET NBT 5 8000 2313 .291* 2063 .272 NBR 0 0 60 115 115 SBL SBL 0 0 0 0 0 SET SET 3 4800 113 .161 1349 .281* SBR 0 0 0 0 0 EBL EBL 1.5 1232 1232 .385* 981 (.411)* EBT EBT 1.5 4800 443 .211 1020 .417 EBR 2 3200 1265 .395 1368 .428 WBL 0 0 0 0 0 WHY WBT 0 0 0 0 0 WBR WBR C 0 0 0 C Right Turn Adjustment Rigl. ';m Ad, jas = ^ent EBR .004* EnR .G1I* Existing t Regional Growth t Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 0 NET NET 5 8000 2287 .293* . 2035 .269 NBR 0 0 60 115 115 SBL SBL 0 0 0 0 0 SET SET 3 4800 753 .157 1343 .280* SBR 0 0 0 0 0 EBL EBL 1.5 1232 1232 .385* 981 EBT EBT 1.5 4800 444 .218 1023 .418* EBR 2 3200 1233 .385 1350 .422 NBL 0 0 0 0 0 WBT WHY 0 0 0 0 0 WBR WBR 0 0 0 0 0 Rigbt Right Turn Adjustment EBR .004* TOTAL CAPACITY UTILIZATION .678 702 Existing h Growth h Approved h Cumulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL WC VOL V/C NBL 0 0 0 0 NET 5 8000 2460 .315* 2142 .282 NBR 0 0 60 115 SBL 0 0 0 0 SET 3 4800 804 .168 1520 .311* SBR 0 0 0 0 EBL 1.5 1232 .385* 9BI EBT 1.5 4800 444 .278 1023 .418* EBR 2 3200 1233 .385 1350 .422 WK 0 G 0 0 WBT 0 G 0 0 WBR 0 0 0 0 Rigbt Turn AdjaSt e..c EBR .OG4' TOTAL CAPACITY UTILIZATION .682 .709 TOTAL CAPACITY UTILIZATION .700 A -100 739 MA I 9. Jamboree i Bristol South (BB) 11 A -101 Existing i Growth i APProved + Cumulative + Project LANES CAPACITY AM PK HOUR VOL V/C PM PE HOUR VOL V/C NBL 0 0 NBT 5 8000 NBR 0 0 0 2486 60 .318* 0 2170 .286 115 SBL 0 0 SBT 3 4800 SBR 0 0 0 824 0 .172 0 1526 .318* 0 EBL 1.5 EBT 1.5 4800 EBR 2 3200 1232 443 1265 .385* .277 .395 901 (.4171* 1020 .417 1368 .428 WBL 0 0 WBT 0 0 WBR 0 0 0 0 0 0 0 0 . Right Turn Adjustment EBR .011* TOTAL CAPACITY UTILIZATION .703 .746 11 A -101 10. Jamboree G Bayview Existing AM PK HOUR PM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 119 .074 57 .036 NBT 4 6400 1760 .284* 1650 .266* NBR 0 0 56 119 51 57 SBL 1 1600 79 .049* 191 .119* SBT 4 6400 1658 .259 2111 .330 SBR . 1 1600 269 .168 81 .051 EBL 2 3200 34 .011 162 .051* EBT 1 1600 12 .008* 11 .007 EBR 1 1600 42 .026 226 .141 WBL 1 1600 17 .011* 37 .023 WBT 1 1600 4 .003 3 .002* WBR 1 1600 79 .049 130 .081 Right Turn Adjustment WBR .004* EBR .010* TOTAL CAPACITY UTILIZATION .356 .508 Existing + Growth + Approved t Project AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 119 .014* 57 .036 NBT 4 6400 1918 .308 1875 .301* NBR 0 0 56 51 51 SBL SBL 1 1600 79 .049 191 .119* SBT 4 6400 1876 .293* 2316 ..362 SBR 1 1600 269 .168 81 .051 EBL 2 3200 '34 .011 162 .051* EBT 1 1600 12 .008* 11 .007 EBR 1 3600 42 .026 226 .141 WBL 1 1600 '.1 .511* 37 .023 NET i 1600 4 .)03 3 ,002* ABA 1 1600 -9 .049 :30 .081 @3cst Tart ndjusIIaent .U34' 'EBR wy ,961" TOTAL CAPACITY UTILIZATION .386 .540 A -102 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 119 .014* 57 .036 NBT 4 6400 1888 .304 1818 .292* NBR 0 0 56 51 51 SBL SBL 1 1600 79 .049 191 .119* SBT . 4 6400 1824 .285* 2291 .358 SBR 1 1600 269 .168 81 .051 EBL 2 3200 34 .011 162 .051* EBT 1 1600 12 .008* 11 .007 EBR 1 1600 42 .026 226 .141 WBL 1 1600 17 .011* 37 .023 WBT 1 1600 4 .003 3 .002' NBR 1 1600 79 .049 130 .081 Right Turn Adjustment .U34' 'EBR EBR .011* TOTAL CAPACITY UTILIZATION .378 .535 Existing + Growth + Approved + cumulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 119 .074 57 .036 NBT 4 6400 2061 .331* 1925 .309* NBR 0 0 56 51 SBL 1 1600 79 .049* 191 .119* SBT 4 6400 1875 .293 2468 .386 SBR 1 1600 269 .168 81 .051 EBL 2 3200 34 .011 162 .051* EBT 1 1600 12 .008* 11 .007 EBR 1 1600 42 .026 226 .141 WK 1 1600 17 .011* 37 .023 WBT i 1600 4 .003 3 .002* WBR i 1600 79 .049 i30 .158'. Right jrn Adjustment i'9R .U34' 'EBR .;79* TOTAL CAPACITY UTILIZATION .403 .560 Ll 10. Jamboree 6 Bayview Existing + Growth + Approved + Cumulative + Project AM PR HOUR PM P8 HOUR LANES CAPACITY VOL VJC VOL V/C NBL 1 1600 119 .074 57 .036 NBT 4 6400 2091 .335* 1982 .316* NBR 0 0 56 51 SBL 1 1600 79 .049* 191 .119* SBT 4 6400 1927 .301 2493 .390 SBR 1 1600 269 .168 81 .051 EBL 2 3200 34 .011 162 .051* EBT 1 1600 12 .008* 11 .007 EBR 1 1600 42 .026 226 .141 NBL .1 1600 17 .011* 37 .023 WBT 1 1600 4 .003 3 .002* WBR 1 1600 79 .049 130 .081 Right Turn Adjustment WBR .004* EBR .076* TOTAL CAPACITY 67.'LLIzmw .407. .566 A -1113 11. Jamboree 6 University Existing TOTAL CAPACITY UTILIZATION .574 .593 Existing + Growth+ Approved + Project AM PK HOUR PH PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 71 .044 38 .024* NET 3 4800 1457 .304* 1386 .289 NBR 1 1600 190 .119 254 .159 SBL 2 3200 61 .019* 155 .048 SET 3 4800 1295 .270 1896 .395* SBR 1 1600 313 .196 426 .266 EBL 1.5 .266 393 1.5 223 393 EBT 0.5 3200 108 .151* 102 .102* EBR f .102* 33 f 26 33 WBL 1.5 WBL 295 1.5 216 296 WBT 1.5 4800 158 .094* 129 .012* WBR f .014* 165 f 93 169 Note: Assumes E/W Split Phasing Pate: : ;mumes TOTAL CAPACITY UTILIZATION .574 .593 Existing + Growth+ Approved + Project AM PK HOUR AN PK HOUR PH PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 71 .044* 38 .024* NBT 3 4800 1600 .333 1601 .334 NBR 1 1600 196 .123 263 .164 SHL 2 3200 61 .019 157 .049 SBT 3 4800 1499 .312* 2085 .434* SBR 1 1600 313 .196 426 .266 EBL 1.5 393 393 223 223 EBT EBT 0.5 3200 169 .151* 102 .102* EBR f 33 33 26 P6 WBL WBL 1.5 318 296 304 226 WBT w�ir 1.5 480 0 159 .095* 129 .014* LW3L f 169 169 95 95 Pate: : ;mumes E/W Sp_ Phar_eg TOTAL CAPACITY UTILISATION .608 .634 A- 104 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PH PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 71 .044 38 .024* NET 3 4800 1570 .321* 1544 .322 NBR 1 1600 191 .119 261 .163 SBL 2 3200 61 .019* 157 .049 SBT 3 4800 1447 .301 2060 .429* SBR 1 1600 313 .196 426. .266 EBL 1.5 393 393 223 223 EBT EBT 0.5 3200 109 .151* 102 .102* EBR f 33 33 26 26 WBL WBL 1.5 318 296 304 224 WBT WBT 1.5 4800 159 .095* 129 .014* WBR f 169 169 95 95 Pate: Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILIZATION .598 .629 + Growth + Approved + Csmlative AM PK HOUR PM PK HOUR [Existing LANES CAPACITY VOL V/C VOL V/C 1 1600 71 .044 38 .024* 3 4800 1743 .363* 1651 .344 NBR 1 1600 266 .166 309 .193 SBL 2 3200 61 .019* 157 .049 SBT 3 4800 1498 .312 2237 .466* SBR 1 1600 313 .196 426 .266 EBL 1.5 393 223 EBT 0.5 3200 109 .151* 102 .102* EBR f 33 26 WBL 1.5 318 399 304 .095* WBT i.5 4800 159 .899• 129 .581 ABR f 169 95 Pate: Ass•imes E/W Split Phasing TOTAL CAPACITY UTILIZATION .638 .687 e�: I L J 11. Jamboree L University Existing + Orovth + Approved + Cunuldtive + Project AN PK HOUR PH PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 71 .044 38 .024* NBT 3 4800 1113 .369* 1708 .356 NBR 1 1600 .211 .169 311 .194 SBL 2 3200 61 .019* 157 .049 SBT 3 4800 1550 .323 2262 .411* SBR 1 1600 313 .196 426 .266 EBL 1.5 393 223 EBT 0.5 3200 109 .151* 102 .102* EBR f 33 26 WBL 1.5 318 .099 306 .096* WBT 1.5 4800 159 .099* 129 .081 WBR f 169 95 Note: Assumes IN Split Phasing TOTAL CAPACITY UTILIZATION .644 .693 A-105 12. Jamboree i &son Existing Existing + Regional Growth + Approved . AM PK HOUR PM PK HOUR • LANES CAPACITY VOL V/C VOL VIC NBL 0 0 0 0 0 0 NET 3 4800 1346 .322* 1669 .316* NBR 0 0 201 0 138 202 SBL 2 3200 196 .061* 181 .051* SBT 3 4800 1601 .334 2003 .417 SBR 1 1600 196 .123 118 .074 EBL 1 1600 116 .013* 67 .042 EBT 0 0 0 0 0 0 EBR f EBR 71 f 35 71 WBL 2 3200 144 .045 273 .085* WBT 0 0 0 0 0 0 NBR 2 3200 175 .055 191 .060 Right Turn Adjustment .061 WBR .009* HER .009* Existing + Regional Growth + Approved . • AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 0 NET NET 3 4800 1444. .343* 1824 .409* NBR 0 0 202 141 141 SBL SBL 2 3200 200 .063* 196 .061* SET 3 4800. 1750 .365 2155 .449 SBR 1 1600 196 .123 118 .074 EBL 1 1600 116 .013* 67 .042 EBT 0 0 0 1 1 EBR EBR f 71 71 35 35 NBL WBL 2 3200 145 .045 276 .086* NET 0 0 0 0 0 NBR WBR 2 3200 179 .056 194 .061 Right Torn Adjustment .,:8* HER .009* TOTAL CAPACITY UTILIZATION .465 .518 TOTAL CAPACITY UTILIZATION . Existing + Growth + Approved + Project . • AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL . 0 0 0 0 0 NET NBT 3 4800 1480 .352* 1883 .422' NBR 0 0 208 141 144 SBL SBL 2 3200 200 .063* 196 .061* SBT 3 4800 1803 .376 2182 .455 SBR 1 1600 196 .123 118 .074 EBL 1 1600 116 .013* 67 .042 EBT 0 0 0 1 1 EBR ERR f 71 71 35 35 NBL WBL 2 320 146 .G46 261 .GB8* WET 0 0 1 0 0 NBR WRR 2 325G 179 .056 :54 .06i Rig: =.t ...., .,:8* TOTAL CAPACITY UTILIZATION .497 .571 A -106 488 156 Existing + Growth + Approved + Cmaulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 NET 3 4800 1656 .381* 1956 .431* NBR 0 0 202 141 SBL 2 3200 211 .066* 233 .013* SET 3 4800 1812 .378 2375 .495 SBR 1 1600 196 .123 118 .074 EBL 1 1600. 116 .013* 67 .042 EBT 0 0 0 1 EBR f 71 35 NBL 2 3205 145 .G45 27E .086* NET 0 0 G 0 NBR 2 12-59 216 65 217. .968 E -3 =t :e Ad- cSEE.ee WBR .,:8* TOTAL CAPACITY UTILIZATION .544 .596 A �1 12. Jamboree 6 Bison 11 Existing + Grovth + Approved + Cumulative + Project AM PA POOR PM PE HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 NET 3 4800 1692 .396* 2015 .450* NBR 0 0 208 144 SBL 2 3200 211 .066* 233 .073' SET 3 4800 1865 .389 2402 .500 SBR 1 1600 196 .123 118 .074 EEL 1 1600 116 .073* 67 .042 EBT 0 0 0 1 EBB f 71 35 WBL 2 3200 146 .046 281 .088' NUT 0 0 0 0 WBR 2 3200 216 .068 217 .068 Right Turn Adjustment WBR .018* TOTAL CAPACITY UTILIZATION .553 .611 A -107 13. Jamboree 6 Ford Existing TOTAL CAPACITY UTILISATION .645 .693 Existing + Growth + Approved + Project AM PK HOUR PM PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 364 .114* 362 .113* NBT 3 4800 1300 .291 1785 .415 NBR 0 0 98 ' 0 208 99 SBL 1 1600 61 .038 44 .028 SBT 3 4800 1541 .321* 2132 .444* SBR 1 1600 167 .104 49 .031 EEL 1.5 .031 232 1.5 66 .041 EBT 1.5 4800 239 .098* 212 .066* EBR f .066* 271 f 255 274 WBL 1.5 WBL 131 .082 181 133 WBT 1.5 4800 358 .112 *. 157 .010* WBR 1 1600 33 .021 35 .022 Note: Assumes E/W Split Phasing .022 Note: AssuRSs E/W Sp! it Phas Olg TOTAL CAPACITY UTILISATION .645 .693 Existing + Growth + Approved + Project AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 367 .115* 366 .114* NBT 3 4800 1447 .322 2017 .465 HER ' 0 0 99 257 213 SBL SBL 1 1600 61 .038 45 .028 SBT 3 4800 1745 .364* 2321 .484* SBR 1 1600 . 168 .105 49 .031 EBL 1.5 233 233 66 66 .041 EBT 1.5 4800 244 .099* 212 .066* EBR f 211 274 268 259 WBL WRL _ 1.5 111 133 .083 185 NET NET l.5 4800. 358 .1:5* 157 .071* MR i 160C 34 .0221 35 .022 Note: AssuRSs E/W Sp! it Phas Olg TOTAL CAPACITY UTILISATION .693 .735 A -108 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 367 .115* 366 ..114* . NBT 3 4800 1405 .313 1955 .452 NBR 0 0 99 257 213 SBL SBL 1 1600 61 .038 45 .028 SBT 3 4800 1691 .352* 2289 .411* SBR 1 1600 168 .105 49 .031 EEL 1.5 233 233 66 66 .041 EBT 1.5 4800 244 .099* 212 .066* EBR f 211 274 268 259 WBL WBL 1.5 111 133 .083 185 NET WBT 1.5 4800 368 .115* 157 .011* WBR 1 1600 34 .021 35 .022 Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILISATION .681 .728 Existing + Growth + Approved + Cumulative AM PK HOUR PM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 376 .118* 371 .116* NBT 3 4800 1595 .356 2074 .486 HER 0 0 112 257 SBL 1 1600 67 .042 67 .042 SET 3 4800 1747 .364* 2487 .518* SBR 1 1600 168 .105 49 .031 EBL 1.5 233 66 .041 EBT 1.5 4800 259 .103* 266 .083* EBR f 211 268 WBL 1.5 111 .111 210 NET 1.5 4600 419 .131* 190 .083* NBR i600 56 .035 48 .03 0 POte: Assjces c/W Spl:t PLas_ng TOTAL CAPACITY UTILISATION .716 .800 11 13. Jamboree i Ford Existing + Growth + Approved + Cumulative + project AM PR HOUR PH PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 376 .118' 371 .116' NBT 3 4800 1637 .364 2136 .499 NBR 0 0 112 257 SBL 1 1600 67 .042 67 .042 SBT 3 4800 1801 .375' 2519 .525' SBR 1 1600 168 .105 49 .031 BL 1.5 233 66 .041 EBT 1.5 4800 259 .103' 266 .083' EBR f 277 268 WBL 1.5 177 .111 210 NET 1.5 4800 419 .131' 190 .083' NBR 1 1600 56 .035 48 .030 Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILIZATION .727 .807 Q A -119 14. Jamboree 4 San Joaquin Bills Existing TOTAL CAPACITY UTILIZATION .567 .581 Existing + Growth + Approved + Project AN PK HOUR .PM PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 41 .026 67 .042 NBT 3 4800 1143 .238' 1598 .333* NBR f 129 f 135 134 SBL 2 3200 665 .208* 443 .138' SBT 3 4800 . 1227 .256 1855 .386 SBR f .419 37 f 117 37 EBL 1.5 EEL 258 .081' 162 .051' EST 1.5 4800 33 .021 34 .021 ERR f .024 59 f 57 59 WBL 1.5 WBL 128 .040* 189 .059' WBT 1.5 4800 12 .008 39 .024 WEN 1 1600 42 .026 67 .042 Note: Assumes E/W Split Phasing .109 Nate: Ass +.r.,es E/W Split Phasing TOTAL CAPACITY UTILIZATION .567 .581 Existing + Growth + Approved + Project AM PK HOUR AM PK HOUR PM P1.367- LANES LANES CAPACITY VOL V/C VOL V /C, NBL 1 1600 41 .026 68 .043 NBT 3 4800 1253 .261* 1760 NBR f 134 134 145 145 SBL SBL 2 3200 724 .226* 504 .158* SBT 3 4800 1407 .293 2012 .419 SBR f 37 37 117 117 EEL EBL 1.5 258 258 .081* 163 .051* EBT 1.5 4800 33 .021 39 .024 EBR f 59 59 57 57 WBL WBL 1.5 144 144 .045* 205 .064* WET 1.5 4800 12 .008 39 .024 WBR 1 1600 96 .060 1 ?4 .109 Nate: Ass +.r.,es E/W Split Phasing TOTAL CAPACITY UTILISATION .613 .640 A -110 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PH PK HOUR LANES LANES CAPACITY VOL V/C VOL V /C, NBL 1 1600 41 .026 66 .043 NBT 3 4800 1253 .261* 1760 .361' NBR f 134 134 145 145 SBL SBL 2 3200 670 .209* 472 .148' SBT 3 4800 1407 .293 2012 .419 SBR f 37 37 117 117 EEL EBL 1.5 258 258 .081' 163 .051* EST 1.5 4800 33 .021 39 .024 EBR f 59 59 57 57 WBL WBL 1.5 144 144 .045* 205 .064* WBT 1.5 4800 12 .008 39 .024 WBR 1 1600 54 .034 112 .070 Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILISATION .596 .639 Existing + Growth + Approved + Cumulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 41 .026 68 .043 NET 3 4800 1431. .298* 1908 .398* NBR f 134 145 SBL 2 3200 679 .212* 510 .159* SBT 3 4800 1501 .313 2206 .460 SBR f 37 117 EEL 1.5 258 .081* 163 .051* EST 1.5 4800 33 .021 39 .024 ERR f 59 57 WBL 1.5 144 .045* 205 .054* NBT 1.5 4800 12 308 19 .024 M i 1500 .055 68 i32 .083 NO* -e: Assumes E/W Split ?haslr. ;g TOTAL CAPACITY UTILIZATION .636 .672 13 1 19. Jamboree c San Joaquin ., ., gein Hi11s 11 Existing + Growth + Approved + Cumulative + Project AN PR HOUR IN PE HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 41 .026 68 .043 NBT 3 4800 1431 .298• 1908 .398• NBR f 134 145 SBL 2 3200 733 .229• 541 .169' SBT 3 4800 1501 .313 2206 .460 SUN f 37 117 EBL 1.5 258 .081• 163 .051' EST 1.5 4800 33 .021 39 .024 EBR f 59 57 WBL 1.5 144 .045• 205 .064• WET 1.5 4800 12 .008 39 .024 HER 1 1600 130 .0 on 194 .121 Nate: Assumes E/W Split Phasing . TOTAL CAPACITr UTILISATION .653 .682 A•111 IS. Jamboree 6 Santa Barbara Existing AM PK HOUR PM PH HOUR LANES CAPACITY VOL VIC VOL V/C NBL 1 1600 6 .004 9 .006* NBT 3 4800 1225 .255* 1118 .233 NBR 1 1600 323 .202 119 .074 SBL 2 3200 560 .175* 291 .091 SBT 3 4800 809 .169 1781 .371* SBA 1 .1600 23 .014 28. .018 EBL 1 1600 62 .039* 26 .016* EBT 1 1600 3 .007 8 :008 EBR 0 0 8 4 WBL 1.5 51 307 WBT, 0.5 3200 2 .017* 5 .098* WBR 1 1.600 93 .058 662 .414 Right Turn Adjustment WBR .208* Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILIZATION .466 .699 Existing + Growth + Approved + Project . AM PH HOUR AM PH HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL . V/C NBL 1 1600 6 .004 9 .006* NBT 3 4800 1315 .274* 1242 .259 NOR 1 1600 324 .203 126 .079 SBL 2 3200 574 .179* 295 .092 SBT 3 4800 941 .196. 1911 .398* SBR 1 1600 24 .015 34. .021 EBL 1 1600 68 .043* 28 .018• EBT 1 1600 3 .007 9 .008 EBR 0 0 8 4 4 WK WBL 1.5 52 69 308 313 WET W67 M 3200 2 .022* 6 .106* W-oR = 160, 98 .561 669 AM Riynt Carr. Ad;cs _a. ^,C WER neF. .ZC3' Ka:e: = sc:;:.es.E!w split Phasi g Assumes E/W Split Phasing TOTAL CAPACITY UTILIZATION .518 .731 A -n2 Existing + Regional Growth + Approved . AM PH HOUR AM PE HOUR PM PE HOUR LANES LANES CAPACITY VOL V/C VOL WC NBL .1 1600 6 .004 9 .006* NBT 3 4800 1315 .274* 1242 .259 NBR 1 1600 323 .202 120 .075 SBL 2 3200 574 .179* 295 .092 SBT 3 4800 941 .196 1911 .398* SBR 1 1600 24 .015 34 .021 EBL 1 1600 68 .043* 28 .018* EBT 1 1600 3 .007 9 .008 EBR 0 0 8 4 4 WK WBL 1.5 52 52 308 308 WET WBT 0.5 3200 2 .017* 6 .098* WBR 1 1600 98 .061 669 .418 Right Turn Adjustment WER .2"4* WBR .211* Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILIZATIfHI .513 .731 Existing + Growth + Approved + Cowmlative . AM PH HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 6 .004 9 .006* NBT 3 4800 1493 .311* 1390 .290 HER 1 1600 323 .202 120 .075 SBL 2 3200 574 .179* 295 .092 SBT 3 4800 1035 .216 2105 .439* SBR 1 1600 24 .015 34 .021 EBL 1 1600 68 .043* 28 .018' EBT 1 1600 3 .007 9 .008 EBR 0 0 8 4 WK I.5 52 308 WET 0.5 3200 2 .u17* 6 .098* WE3 :600 98 .061 669 .4I8 R -g- -7-n Adj ss]Rer:: WER .2"4* N_t_: A55 S:.':e5 r;K So'-- TOTAL CAPACITY UTILIZATION .550 .765 Y U 15. Jamboree i Santa Barbara Existing + Growth + Approved + Cmmolative + Project AN PR HOUR PM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 6 .004 9 .006* NBT 3 4800 1493 .311* 1390 .290 NBR 1 1600 324 .203 126 .079 SBL 2 3200 574 .179* 295 .092 SBT 3 4800 1035 .216 2105 .439* SBR 1 1600 24 .015 34 .021 EBL 1 1600 68 .043* 28 .018* EBT 1 1600 3 .007 9 .008 EBR 0 0 8 4 WBL 1.5 69 313 WBT 0.5 3200 2 .022* 6 .100* WBR 1 1600 98 .061 669 .418 Right Turn Adjustment WBR ,POP* Note: Assumes 81W Split Phasing TOTAL CAPACIIT OTILISATIOW .555 .765 A•113 16. Jamboree i Coast Hwy Existing TOTAL CAPACITY UTILIEATIou .655 .690 Existing + Growth + Approved + Project AM PE HOUR PH PR HOUR AM PR HOUR LANES CAPACITY VOL V/C VOL WC NBL 1 1600 20 .013 37 .023 NBT 2 3200 374 .146* 265 .113* NBR 0 0 9496 0 0 94 SBL 1 1600 137 .086* 176 .110* SBT 2 3200 206 .064 431 .135 SBR f .136 758 f 1453 897 EBL 3 .4800 1228 .256* 778 .162* EST 4 6400 1808 .285 1635 .259 ERR 0 0 13 0 25 14 WBL 2 3200 94 .029 202 .063 NET 4 6400 1069 .167* 1952 .305* WES f .328* 89 f 169 8 3 TOTAL CAPACITY UTILIEATIou .655 .690 Existing + Growth + Approved + Project AM PR HOUR AM PR HOUR PH PR HOUR LANES LANES. CAPACITY VOL V/C VOL V/C NEL 1 1600 20 .013 38 .024 NET 2 3200 375 .147* 266 .114* NBR 0 0 94 98 98 SBL SBL 1 1600 147 .092* 189 .118* SBT 2 3200 207 .065 434 .136 SBR f 924 897 1596 1576 EBL EBL 3 4800 1315 .274* 893 .186* EST 4 6400 1929 .304 1726 .274 EBR 0 0 14 25 25 WBL WBL 2 3200 94 .029 205 .064 NUT 4 6500 ;159 .180* 2999 .328* NBR f 254 8 3 277 173 TOM CAPACITY UTILISATION .693 .746 A -114 Existing +Regional Growth + Approved AM PR HOUR AM PE HOUR PH PR HOUR LANES LANES CAPACITY VOL WC VOL V/C NBL 1 1600 20 .013 38 .024 NBT 2 3200 375 .147* 266 .114* NBR 0 0 94 98 98 SBL SBL 1 1600 . 147 .092* 189 .118* SBT 2 3200 207 .065 434 .136 SBR f 924 880 1596 1571 EBL EBL 3 4800 1314 .274* 887 .185* EST 4 6400 1900 .299 1719 .273 EBR 0 0 14 25 25 WBL WBL 2 3200 94 .029 205 .064 WHY 4 6400 . 1134 .177* 2068 .323* WBR f 254 89 277 173 TOTAL CAPACITY VMISATION .690 .740 Existing + Growth + Approved + Cumulative AM PR HOUR PM PR HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 20 .013 38 .024 NBT 2 3200 375 .147* 266 .114* NBR 0 0 94 98 SBL 1 1600 197 .123* 358 .224* SBT 2 3200 207 .065 434 .136 SBR f 924 1596 EBL 3 4800 1327 .276* 931 .194* EST 4 6400 2007 .316 2065 .327 EBR 0 0 14 25 WBL 2 3200 94 329 2G5 .364 WET 4 6400 1440 .225• 2281 .356* WER f 254 277 TOTAL CAPACITY UTILISATION .771 .688 13 16. Jamboree d Coast Bwy Existing + Growth + Approved + Cumulative + Project AN PR HOUR PH PE HOUR LANES CAPACITY VOL V/C VOL V/C NRL 1 1600 20 .013 38 .024 NBT 2 3200 375 .147* 266 .114* NBR 0 0 94 98 SBL 1 1600 197 .123* 358 .224* SET 2 3200 207 .065 434 .136 SBR 1 941 1601 EBL 3 480.0 1328 .277* 937 .195* EBT 4 6400 2036 .320 2072 .328 EBR 0 0 14 25 NBL 2 3200 94 .029 205 .064 WBT 4 6400 1455 .227* 2312 .361* WBB f 254 277 TOTAL CAPACITY UTILIZATION .774 .994 u A -I 15 17. MacArthur i Bison Existing Existing + Regional Growth + Approved AN PK HOUR PN PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL WC NBL 2 3200 197 .062 192 .060! NET 4 6900 2466 .385* 2454 .383 NBR f .397 154 f 183 154 SBL 2 3200 76 .029* 224 .070 SBT 4 6400 2018 .315 2707 .423* SBR 1 1600 263 .164 321 .201 EBL 2 3200 224 .070 192 .060 EDT 2 3200 218 .068* 191 .060* EBR f .060* 162 f 214 163 WBL 2 3200 383 .120* 363 :113* WBT 2 3200 217 .068 266 .083 WBR 1 1600 94 .059 141 .088 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL WC VOL V/C NBL 2 3200 198 .062 196 .061* NBT 4 6400 2542 .391* 2542 .397 NBR f 154 154 184 184 SBL SBL. 2 3200 76 .024* 224 .070 SBT 4 6400 2081 .325 2802 .438* SBR 1 1600 266 .166 335 .209 EBL 2 3200 229 .072 198 .062 EDT 2 3200 219 .068* 191 .060* EBR f 163 163 216 216. WBL WBL 2 3200 384 .120* 363 .113* WBT 2 3200 218 .068 267 .083 WBR 1 1600 95 .059 141 .088 avuw 6ewecrrl UTILIZATION . .597 .656 TOTAL CAPACITY UTILIEATION Existing + Growth + Approved +Project AM PK HOUR AM PK HOUR PH PK HOUR LANES LANES CAPACITY VOL V/C VOL V /C' NBL 2 3200 198 .062 196 .061' NBT 4 6400 2567 .401* 2605 .407 NBR f 154 162 184 205 SBL SBL 2 3200 76 .024* 224 .070 SBT 4 6400 2142 .335 2823 .441* SBR 1 1600 266 .166 335 .209 EBL 2 3200 229 .072 198 .062 EDT 2 3200 225 .010* 194 .061* EBR f 163 163 216 216 WBL WBL 2 3200 404 .126* 369 .115* WBT 2 3200 219 .068 272 .G85 WBR 7 1 i600 95 .054 141 .088 TOTAL CAPACITY UTILIZATION .621 .678 A416 609 .612 Existing + Growth + Approved + Cumulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL WC VOL V/C NBL 2 3200 198 .062 196 .061* NBT 4 6400 2693 .421* 2635 .412 NBR f 154 184 SBL 2 3200 80 .025* 239 .075 SBT 4 6400 2126 .332 2957 .462* SBR 1 1600 266 .166 335 .209' EBL , 2 3200 229 .072 198 .062 EBT 2 3200 230 .012* 228 .011* EBR f 163 216 WBL 2 3200 384 .120* 363 .113* WBT 2 3200 255 .080 290 .091 WBR 1 16G0 110 .C69 150 .G94 TOTAL CAPACITY UTILIZATION .638 ,707 13 11 17. MacArthur 6 Bison Existing + Growth + Approved + Cumulative + Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 198 .062 196 .061' NET 4 6400 2718 .425* 2698 .422 NBR f 162 205 SBL 2 3200 80 .025* 239 .075 SBT 4 6400 2187 .342 2978 .465' SBR 1 1600 266 .166 335 .209 EBL 2 3200 229 .072 198 .062 EST 2 3200 236 .074* 231 .072* EBR f 163 216 NBL 2 3200. 404 .126* 369 .115* NBT 2 3200 256 .080 295 .092 NBR 1 1600 110 .069 150 .094 TOTAL CAPACITY STILIEATION .650 .713 A-1 17 18. MacArthur A Ford /Bonita Canyon Existing TOTAL CAPACITY UTYLIZATYCH .721 .775 Existing + Growth + Approved + Project AN PE HOUR PH PE HOUR AM PE HOUR LANES CAPACITY VOL V/C VOL V/C NEL 2 3200 107 .033 61 .019 NBT 4 6400 1918 .300' 2348 .361' NBR f ,3941 83 f 468 92 Su 2 . 3200 529 .165' 114 .242' SBT 4 6400 1923 .300 2328 .364 SHE f .383 13 f 49 13 EBL 2 3200 39 .012 27 .008 EBT 2 3200 266 .083' 299 .093• EBR 1 1600 121 .076 61 .038 RBL 2 3200 552 .113' 232 .013' NET 2 3200 323 .101 280 .088 N8@ f .088 900 f 480 901 TOTAL CAPACITY UTYLIZATYCH .721 .775 Existing + Growth + Approved + Project AM PE HOUR AN PE HOUR PH PE HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 108 .034 63 .020 NET 4 6400 2013 .315' 2520 ,3941 NBR f 159 92 556 483 SBL SBL 2 3200 529 .165' 115 .242' SBT 4 6400 2072 .324 2448 .383 SIR f 13 13 50 50 EBL EBL 2 3200 40 .013 27 .008 EBT 2 3200 267 .083' 300 .094' EBR 1 1600 123 .011 62 .039 WBL 2 3200 561 115' 245 .077 WBT 2 3200 323 .101 261 .088 WBR f 941 901 503 480 TOTAL CAPACITY UTMIEATT" .738 .807 A -118 Existing + Regional Growth + Approved AM PE HOUR AN PE HOUR PH PR HOUR LANES LANES CAPACITY VOL VIC VOL V/C NBL 2 3200 108 .034 63 .020 NET 4 6400 1979 .309' 2436 .381' NBR f 159 87 556 481 SBL SBL 2 3200 529 .165' 115 .242' SBT 4 6400 1992 .31I 2420 .378 SEA f 13 13 50 50 EBL EBL 2 3200 40 .013 27 .008 EBT 2 3200 267 .083' 300 .094' EBR 1 1600 123 .011 62 .039 WRL 2 3200 561 .115' 243 .016' WBT 2 3200 323 .101 281 .088 WEE f 941 901 503 480 TOTAL CAPACITY UTILIZATION .732 .793 Existing + Growth + Approved + Cumulative AM PE HOUR PH P8 HOUR LANES CAPACITY VOL V/C VOL V/C Hill, 2 3200 108 .034 63 .020 NET 4 6400 2090 .321- 2506 .392' HER f 159 556 SBL 2 3200 540 .169' 815 .255' SBT 4 6400 2026 .317 2535 .396 SBR f 13 50 EBL 2 3200 40 .013 27 .008 EBT 2 3200 282 .088' 354 .111' EBR 1 1600 123 .011 62 .039 NEL 2 3200 625 .195' 318 .099• WBT 2 3200 441, .138 352 .TIC BR f 941 503 TOTAL CAPACITY UTILIZATION .779 .857 E `J 18. MacArthur c Pord/BOnita Canyon Existing + Growth + Approved + Cuuuletive + Project AM PR HOUR PH PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 108 '.034 63 .020 NBT 4 6400 2124 .332• 2590 .405• NBR f 164 558 SBL 2 3200 540 .169* 815 .255* SBT 4 6400 2106 .329 2563 .400 SBR f 13 50 EBL 2 3200 40 .013 27 .008 EDT 2 3200 282 .088* 354 .111* EBR 1 1600 123 .077 62 .039 NBL 2 3200 625 .195* 320 .100* NBT 2 3200 441 .138 352 .110 WBR f 941 503 TOTAL CAPACITY uTILIium .764 .671 A-] 19 19. MacArthur 6 San Joaquin Hills. Existing Existing + Regional Growth +Approved AM PK HOUR PM PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL WC NBL 2 3200 133 .042* 111 .035 NBT 3 4800 1327 .276 1879 .391* NBR 1 1600 192 .120 26 .016 SBL 2 3200 272 .085 498 .156* SBT 3 4800 1761 .361* 1882 .392 SBR f .407 487 f 248 494 EBL 2 3200 449 .140* 551 .112* EBT 3 4800 105 .030 348 .106 EBR 0 0 37 0 163 37 WBL 1 1600 9 .006 47 .029 WBT 2 3200 322 .101* 306 .096* WBR f .09B* 419 f 525 419 Existing + Regional Growth +Approved AM PK HOUR AM PK HOUR - PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 143 .045* 122 .038 NET 3 4800 1376 .287 1965 .409* NBR 1 1600 192 .120 26 .016 SBL 2 3200 275 .086 503 .151* SBT 3 4800 1843 .384* 1954 .407 SHE f 523 494 293 263 EBL EBL 2 3200 453 .142* 579 .181* EBT 3 4800 108 .030 350 .107 EBR 0 0 37 163 163 EBL WBL 1 1600 9 .006 47 .029 WBT 2 3200 329 .103* 313 .09B* WBR f 455 419 556 525 TOTAL CAPACITY UTILIZATION .650 .815 TOTAL CAPACITY UTILIZATION .674 Existing + Growth + Approved + Project AM PK HOUR AM PH HOUR PN PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 143 .045* 122 .038 'NBT 3 4800 1376 .287 1965 .409* NBR 1 1600 192 .120 26 .016 SBL 2 3200 275 .086 503 .151* SBT 3 4800 1843 .384* 1954 .407 SBR f 523 576 293 293 EBL EBL 2 3200 493 .154* 666 .208* EBT 3 4800 108 .030 350 .107 EBR 0 0 37 163 163 EBL NBL 1 i600 9 .096 47 ,029 WBT 2 1200 329 .153* 313 .058• WBR f 455 419 556 525 .645 Existing + Growth + Approved + Cumulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 143 .045* 122 .038 NBT 3 4800 1492 .311 2046 .426* NBR 1 1600 221 .13B 128 .080 SBL 2 '3200 291 .091 549 .112* SET 3 4800 1897 .395* 2068 .431 SHE f 523 293 EBL 2 3200 481 .150* 611 .191* EBT 3 4800 126 .034 418 .121 EBR 0 0 37 163 EBL I 1650 97 .061 115 .072 WBT 2 32CO 392 .123* 353 .110* WUR f 455 556 TOTAL CAPACITY UTILIZATION .686 .072 . TOTAL CAPACITY UTILIZATION .713 A -120 .899 11 ,1 m L'J 19. MacArthur i San Toaquin Hills Existing 4 Growth 4 Approved 4 Cumulative 4 Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C . VOL V/C NBL 2 3200 143 .045' 122 .038 NBT 3 4800 1492 .311 2046 .426' NBR 1 1600 221 .138 128 .080 SBL 2 3200 291 .091 549 .172' SBT 3 4800 1897 .395` 2068 .431 SBR f 605 323 EHL 2 3200 521 .163' 698 .218` EBT 3 4800 126 .034 418 .121 EBR 0 0 37 163 WBL 1 1600 .97 .061 115 .072 WBT 2 3200 392 .123' 353 .110' WBR f 459 556 TOTAL CAPACITY UTILISATION .726 .926 A -121 Exist 4 Growth 4 Appr 4 Cwul 4 Project w /Mitigation AM PK BOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 143 .045' 122 .038 NBT 3 4800 1492 .311 2046 .426' NBR 1 1600 221 .13B 128 .080 SBL 2 3200 291 .091 549 .172' SBT 3 4800 1897 .395' 2068 .431 SBR f 605 323 EBL 3 4800 521 .109' 698 .145' EBT 3 4800 126 .034 418 .121 EBR 0 0 37 163 WBL 1 1600 97 .061 115 .072 NBT 2 3200 392 .123' 353 .110' WBR f 459 556 TOTAL CAPACITY UTILISATION .672 .853 20. MacArthur 4 San Niguel Existing TOTAL CAPACITY UTILIZATION .443 .710 .Existing + Growth + Approved + Project AM PK HOUR PM PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL WC NBL 2 3200 87 .027 98 .031* NET 3 4800 1514 .315* 1000 .208 NBR 1 1600 282 .176 278 .174 SBL 2 3200 7 .002* 9 .003 SET 3 4800 1209 .252 1500 .313* SBR 1 1600 - 549 .343 508 .318 EEL 2 3200 86 .027 909 .284* EBT 2 3200 73 .033* 472 .196 EBR 0 0 31 0 154 42 WBL 2 3200 224 .070* 217 .068 NET 2 3200 164 .063 232 .082* HER 0 0 38 0 29 38 Right Turn Adjustment SBR .023* '_g'r.t "__r. kdjuareat SBR TOTAL CAPACITY UTILIZATION .443 .710 .Existing + Growth + Approved + Project AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL we NBL 2 3200 88 .02B 104 .033* NET 3 4800 1567 .326* 1039 .216' NBR 1 1600 282 '.176 278 .174 SBL 2 3200 9 .003* 13 .004 SET 3 4800 1247 .260 1549 .323* SBR 1 1600 1551 .344 511 .319 EEL 2 3200 88 .028 916 .286* EBT 2 3200 75 .037* 490 .205 EBR 0 0 42 201 167 WBL A73L 2 3200 224 .070* 217 .068 WET 2 3200 172 ..066 237 .083* s:BR 0 0 38 29 29 '_g'r.t "__r. kdjuareat SBR .0;2> TOTAL CAPACITY UTILIZATION .448 .725 A -122 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 87 .027 100 .031* NET 3 4800 1567 .326* 1039 .216 HER 1 1600 282 .176 278 .174 SBL 2 3200 9 .003* 13 .004 SET 3 4800 1247 .260 1549 .323* SBR 1 1600 551 .344 511 .319 EEL 2 3200 88 .028 916 .286* EBT 2 3200 75 .033* 484 .203 EBR 0 0 31 201 164 WBL WBL 2 3200 224 .070* 217 .068 NET 2 3200 165 .063 244 .085* WBR 0 0 38 29 29 Right Turn Adjustment SBR .012* TOTAL CAPACITY UTILIZATION .444 .725 'Existing + Growth + Approved + Cumulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 124 .039 122 .038* NET 3 4800 1712 .357* 1222 .255 NBR 1 1600 282 .176 278 .174 SBL 2 3200 9 .003* 13 .004 SET 3 4800 1399 .289 1731 .361* SBR 1 1600 551 .344 511 .319 EEL 2 3200 88 .028 916 .286* EBT 2 3200 75 .037* 484 .214 EBR 0 0 43 201 WBL 2 3200 224 .070* 217 .068 i!B': 2 3200 165 .063 244 .085* "aR °� 36 29 TOTAL CAPACITY UTILIZATION .467 .770 �f 20. MacArthur ( San Niguel Existing + Growth + Approved + Maulative + Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 2 3200 125 .039 126 .039' NBT 3 9800 1712 .357' 1222 .255 NBR 1 1600 282 .176 278 .174 SBL 2 3200 9 .003" 13 .004 SBT 3 4800 1389 .289 1731 .361' SBR 1 1600 551 .344 511 .319 EBL 2 3200 88 .028 916 .286• EBT 2 3200 75 .040• 490 .217 EBR 0 0 54 204 WBL 2 3200 224 .070' 217 .068 NBT 2 3200 172 .066 237 .083` hBR 0 0 38 29 TOTAL CAPACITY UTILIYATION .470 .769 A -123 21. NaeArthur 6 coast Hwy Existing TOTAL CAPACITY UTILIZATION .705 .640 Existing + Growth + Approved + Project AM PK HOUR PH PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 0 0 NET 0 0 0 0 0 0 NBR 0 0 0 0 0 SBL SBL 2 3200 571 .178* 829 .259* SBT 0 0 0 SBR 6 0 SBR f SBR 337 2 1003 988 .309* EBL 2 3200 954 .298* 515 .161* EBT 3 4800 888 .185 1349 .281 ERR 0 0 0 0 0 WB': NBL 0 0 0 .228* 0 0 NET 3 4800 1099 .229* 1058 .220* WBR _ f .228* 887 f 871 917 TOTAL CAPACITY UTILIZATION .705 .640 Existing + Growth + Approved + Project AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 0 NBT 0 0 0 0 0 NBR 0 0 0 0 0 SBL 2 3200 601 .188* 861 .269* SBT 0 0 0 0 SBT SBR f 0 348 1033 SBR EBL 2 3200 988 .309* 535 .167* EBT 3 4800 923 .192 1412 .294 EBR 0 0 0 0 921 wBL a a a 0 0 WB': 3 4800 '159 .24:* :;54 .228* WW 0 0 9io 954 WBT TOTAL CAPACITY UTILIZATION .738 .664 A424 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 0 NET NET 0 0 0 0 0 NBR NBR 0 0 0 0 0 SEL SBL 2 3200 590 .184* 858 .268* SBT 0 0 0 0 0 SBR SBR f '450 348 1119 1033 EBL EBL 2 3200 988 .309* 535 .167* EBT 3 4800 921 .192 1397 .291 EBR 0 0 0 C 0 WBL WBL 0 0 0 0 0 wBT WBT 3 4800 1141 .238* 1096 .228* WBR f L52 917 985 900 TOTAL CAPACITY UTILIZATION .731 .663 Existing + Growth + Approved + Cumulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 NET 0 0 0 0 NBR 0 0 0 0 SEL 2 3200 640 .200* 992 .310* SBT 0 0 0 0 SBR f '450 1119 EBL 2 3200 1036 .324* 654 .204* EBT 3 4800 1029 .214 1791 .373 EBR 0 0 0 C WBL 0 0 0 wBT 3 4800 1508 .314* 1327 .276* WBR f L52 985 TOTAL CAPACITY UTILIZATION .838 .790 7 21. macArthur 6 Coast Hwy Wsting + Growth + Approved + Cwmolative + Project AM PH HOUR PM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 NBT 0 0 0 0 NBR 0 0 0 0 SBL 2 3200 651 .203* 995 .311' SBT 0 0 0 0 SBR f 450 1119 EBL 2 3200 1036 .324* 654 .204' EBT 3 4800 1031 .215 1806 .376 EBR 0 0 0 0 WBL 0 0 0 0 WBT 3 4800 1526 .318* 1325 .276* WBR f 1053 990 TOTAL CAPACITY UTILIZATION .845 .191 A -125 22. Santa Cruz i Sao Joaquin Hills Existing Existing + Regional Growth + Approved .AM PR HOUR PH PK HOUR AN PK HOUR LANES CAPACITY VOL V/C VOL V/C . NBL 2 3200 60 .019• 413 .129• NBT 1 1600 2 .008 12 .035 NBR 0 0 10 0 44 11 SBL 1 1600 21 .013 22 .014 SHY 2 3200 11 .007" 5 .003• SBR 0 0 23 .014 45 .028 EBL 1 1600 30 .019 55 .034• EST 3 4800 494 .150• 324 .101 EBR 0 0 224 0 199 .124 NBL 1 1600 181 .113• 54 .034 NET 3 4800 286 .065 495 .111• WBR 0 0 28 0 37 28 Existing + Regional Growth + Approved AN PK HOUR AN PK HOUR AM PR HOUR PH PR HOUR VOL LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 61 .019• 413 .129• NBT 1 1600 2 .008 12 .035 NBR 0 0 11 12 44 SBR SBL 1 1600 21 .013 23 .014 EST 2 3200 12 .008• 5 .003• SBR 0 0 23 .014 45 .028 EEL 1 1600 30 .019 55 .034• EST 3 4800 495 .150• 324 .101 ERR 0 0 224 200 200 .125 WBL 1 1600 182 .114• 54 .034 EST 3 4800 286 .065 496 .111• NBR 0 0 28 47 37 TOTAL CAPACITY UTILIZATION .289 .277 TOTAL CAPACITY UTILIZATION Existing + Growth + Approved + Project AN PK HOUR AN PK HOUR LANES CAPACITY VOL V/C NBL 2 3200 96 .030• NBT 1 1600 2 .008 NBR 0 0 11 2 SBL 1 1600 21 .013 SBT 2 3200 12 .008• SBR 0 0 23 .014 EEL 1 1600 30 .019 EST 3 4800 544 .161• EBR. 0 0 229 45 WBL i 1600 182 .114• WBT. i 1 4808 2293 .067 NBR G G 28 .113 PM PK HOUR VOL V/C 427 .133• 12 .035 44 23 .014 5 .003• 45 .028 55 .034• 334 .104 222 .139 54 .034 544 .121` 37 'DOTAL CAPACITY UTILIZATION .313 .291 A -126 291 .277 Existing + Growth + Approved + Cumulative AN PK HOUR PH PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 61 .019• 413 .129• NBT 1 1600 2 .008 12 .035 NBR 0 0 11 44 SBL 1 1600 31 .019 32 .020 SET 2 3200 12 .008• 5 .003• SBR 0 0 23 .014 45 .028 EEL 1 1600 30 .019 55 .034• EST 3 4800 504 .152` 362 .113 ERR 0 0 224 200 .125 WBL 1 1600 182 .114• 54 334 WBT 3 4800 320 .G74 516 .117' WBR ., G 35 47 TOTAL CAPACITY UTILIZATION .293 .283 i f� 22. Santa Cruz 6 San doagain Hills Existing + Growth + Approved + Cumulative + Project AM PE HOUR PM PZ HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3200 96 .030* 427 .133* RBT 1 1600 2 .008 12 .035 NBR 0 0 11 44 SBL 1 1600 31 .019 32 .UO SBT 2 3200 12 .008* 5 .003* SBR 0 0 23 .014 45 .028 EBL 1 1600 30 .019 55 .034* EBT 3 4800 553 .163* 372 .116 EBR 0 0 229 222 .139 NBL 1 1600 182 .114* 54 .034 WBT 3 4800 327 .075 564 .121* HER 0 0 35 47 TOTAL CAPACITY UTILIZATION .315 .297 E A -1_27 23. Santa Rosa 6 San Joaquin Rills Existing TOTAL CAPACITY UTILIZATION .290 .438 Existing + Growth + Approved + Project AM PK HOUR PM PK HOUR AM PK HOUR LANES CAPACITY VOL VIC VOL VIC MBL 1 1600 35 .022 167 .104* NET 1 1600 6 .004* 28 .018 NBR 1 1600 67 .042 372 .233. SBL 1 1600. 66 .041* 67 .042 SBT 1 1600 13 .008 7 .004* SBR 1 1600 36 .023 . 24 .015 EBL 1 1600 33 .021 36 .023 EST 3 4800 253 .079" 597 .144* PER 0 0 142 .089 96 198 WBL 2 3200 531 .166* 250 .078* WBT 3 4800 445 .104 244 .069 WBR .0 0 56 0 86 56 Right Turn Adjustment 86 Right Right T rr. AdjustMn: NBR :108* TOTAL CAPACITY UTILIZATION .290 .438 Existing + Growth + Approved + Project AM PK HOUR AM PK HOUR PM PK HOUR . LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 53 .033 223 .139* N3T 1 1600 6 .004* 28 .018 NRR 1 1600 99 .062 409 .256 SBL 1 1600 66 .041* 67 .042 SBT 1 1600 13 .008 7 .004* SBR 1 1600 36 .023 24 .015 EBL 1 160.0 34 .021 36 .023 2BT 3 4800 258 .081* 602 .150* EBR 0 0 198 .124 116 WBL WEL 2 3200 542 .169, 288 .090* WBT 3 4800 463 .108 269 .074 WBR 0 0 56 100 86 Right Right T rr. AdjustMn: istr. n_ E3P. .0:5* NBR .087- TOTAL CAPACITY UTILIZATION .310 .470 A -118 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 46 .029 175 .109* NBT 1 1600 6 .004* 28 .018 NBR 1 1600 70 .044 398 .249 SBL 1 1600 66 .041' 67 .042 SBT 1 1600 13 .008 7 .004* SBR 1 1600 36 .023 24 .015 EBL 1 1600 34 .021 36 .023 EST 3 4800 258 .081* 602 .148* EBR 0 0 149 .093 106 WBL WBL 2 3200 538 .168* 274 .086* WBT 3 4800 463 .108 269 .074 WBR 0 0 56 100 86 Right Right Turn Adjustment istr. n_ NBR .113* TOTAL CAPACITY UTILIZATION .294 .460 Existing + Growth + Approved + Cunul.ative AM PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 46 .029 175 .109* NBT 1 1600 6 .004* 28 .018 NBR 1 1600 81 .051 440 .275 SBL 1 _ 1600 81 .051* 79 .049 SBT 1 1600 13 .008 7 .004* SBR 1 1600 36 .023 24 .015 EBL 1 1600 34 .021 36 .023 EBT 3 .4800 211 .081* 649 .151* EBR 0 U 149 .093 106 WBL 2 3200 511 .180* 299 .893* WBT _ 4800 504 .119 299 .083 WER "u 0 6? 100 Right 7,.,rn Ad istr. n_ NBR .141^ TOTAL CAPACITY UTILIZATION .322 ,504 M 11 23. Santa Rosa 6 San Joaquin Sills Wsting + Growth + APprovad + Cuaslative + Project AN PR HOUR PM PE HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 53 .033 223: .139* NBT 1 1600 6 .004* 28 .018 NBR 1 1600 110 .069 451 .282 SBL 1 1600 81 .051* 79 .049 SBT 1 1600 13 .008 7 .004* SBR 1 1600 36 .023 24 .015 EBL 1 1600 34 .021 36 .023 EST 3 4800 277 .087* 649 .159* EBR 0 0 198 .124 116 NBL 2 3200 581 .182* 313 .098* WBT 3 4800 504 .119 299 .083 WBR 0 0 67 100 Right Turn Adjustment EBR .002* NBR .114* TOTAL CAPACITY UTILITATIOR .326 .514 A -124 24. Ban Niguel 4 San Joaquin bills Existing Existing + Regional Growth + Approved AM PK HOUR PW PK HOUR AN PK HOUR LANES CAPACITY VOL V1C VOL V1C NBL 1 1600 2 .001 11 .007 NBT 2 3200 229 .100* 499 .222* NBR 0 0 91 0 210 91 SBL 1 1600 67 .042* 85 .053* SBT 2 3200 316 .131 241 .106 SBA 0 0 102 0 97 102 EBL 2 3200 214 .067 514 .161* EDT 3 4800 492 .107* 431 .093 EBR 0 0 23 0 14 23 WBL 1 1600 213 .133* 264 .165 WBT 3 4800 663 .151 784 .177* WBR 0 0 60 0 67 60 Existing + Regional Growth + Approved AM PK HOUR AN PK HOUR AM PK HOUR PM PK HOUR VOL LANES CAPACITY VOL V1C VOL V1C NBL 1 1600 2 .001 . 11 .007 NBT 2 3200 229 .100* 505 .226* NBR 0 0 91 325 218 SBR SBL 1 1600 67 .042* 85 .053* SBT 2 3200 316 .131 249 .108 SBR 0 0 102 97 '97 - EBL 2 3200 214 .067 514 .161* EST 3 4800 493 .108* 431 .093 ERR 0 0 23 14 14 WBL NBL 1 1600 215 .134* 272 .170 WBT 3 4800 663 .151 784 .177* WBR 0 0 60 67 67 TOTAL CAPACITY.OTILIEATI0x .382 .613 TOTAL CAPACITY UTILIZATION .384 Existing + Growth + Approved + Project AM PK HOUR AN PK HOUR LANES CAPACITY VOL V1C NBL 1 1600 2 .001 NBT 2 3200 229 .100* NBR 0 0 90 229 SBL 1 1600 67 .042* SBT 2 3200 325 .133 SBR 0 0 102 .042* EBL 2 3200 214 .067 EDT 3 4800 493 .108* EBR 0 0 23 97 WBL - 1690 213 ..133* 214 WBT 3 4805 663 .351 WBR 0 0 60 .138 PM PK HOUR VOL V1C 11 .007 514 .228* 215 85 .053* 248 .108 97 514 .161* 431 .093 14 266 .166 784 .177* 67 .617 Existing + Growth + Approved + Cumulative AN PK HOUR PM PK HOUR LANES CAPACITY VOL V1C VOL V1C NBL 1 1600 2 .001 11 .007 NBT 2 3200 229 .100* 505 .226* NBR 0 0 91 218 SBL 1 1600 67 .042* 85 .053* SBT 2 3200 316 .131 249 .108 SBR 0 0 102 97 EBL 2 3200 214 .067* 514 .161* EST 3 4800 556 .121 647 .138 ERR O 0 23 14 WBL 1 1600 215 .134 272 .170 NBT _ 4.800 654 .L90* 921 .206* HBR u 0 60 67 TOTAL CAPACITY UTILIZATION .383 .619 TOTAL CAPACITY UTILIZATION .399 A -130 546 El I 24..San Niguel & San Joaquin Sills r] existing + Growth + Approved + Cumulative + Project TTAL CAPACITY UTILISATION .399 .648 A -131 AM PR HOUR PM PR HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 2 .001 11 .007 NET 2 3200 229 .100' 514 .228• NOR 0 0 90 215 SOL 1 1600 67 .042' 85 .053' SOT 2 3200 325 .133 248 .108 SBR 0 0 102 97 EBL 2 3200 214 .067* 514 .161' EBT 3 4800 556 .121 647 .138 EBR 0 0 P3 14 WBL 1 1600 213 .133 266 .166 WET 3 4800 854 .190+ 921 ' .206' HER 0 0 60 67 TTAL CAPACITY UTILISATION .399 .648 A -131 25. Avocado 6 San Niguel Existing PM PK HOUR VOL V/C 176 .110• 60 .038 655 .409 222 .139 129 .081• 21 .013 182 .114• 444 .169 9B 174 .109 492 .118• 76 N13R .265` Existing + Regional Growth + Approved . AM PK HOUR LANES CAPACITY VOL V/C NBL 1 1600 123 .011 NET 1 1600 148 .093• NBR 1 1600 121 .076 SBL 1 1600 51 .032• SBT 1 1600 51 :032 SBR 1 1600 16 .010 EBL 1 1600 7 .004 EBT 2 3200 148 .063• EBR 0 0 53 16 WBL 1 1600 467 .292• WBT 2 3200 435 .194 NBR 0 0 187 .063• Right Turn Adjustment PER 0 PM PK HOUR VOL V/C 176 .110• 60 .038 655 .409 222 .139 129 .081• 21 .013 182 .114• 444 .169 9B 174 .109 492 .118• 76 N13R .265` Existing + Regional Growth + Approved . AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL I 1600 123 .011 176 .110• NET 1 1600 148 .093• 60 .038 NBA 1 1600 121 .076 655 .409 SBL 1 1600 51 .032• 222 .139 SBT 1 1600 51 .032 129 .081• SBR 1 1600 16 .010 21 .013 EBL 1 1600 7 .004 182 .114• EBT 2 3200 148 .063• 466 .176 PER 0 0 53 98 98 NBL WBL 1, 1600 467 .292• 174 .109 WBT 2 3200 435 .194 508 .183• NBR 0 0 1B7 76 76 Right Tara Adj Right Turn Adjustment Adjustment NBR .266• TOTAL CAPACITY UTILIZATION .480 .748 TOTAL CAPACITY UTILIZATION .480 Existing + Growth + Approved + Project AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 123 .011 176 .110` NBT 1 1600 197 .123• 70 .044 NBR 1 1600 121 .076 655 .409 SBL 1 1600 52 .033• 232 .145 SBT 1 1600 58 .036 111 .111• SBR 1 1600 16 .010 21 .013 EBL 1 1600 7 .004 182 .114• EBT 2 3200 158 .066• 467 .111 EBR 0 0 53 98 98 NBL NBL 1 .160C 467 .292• 174 .109 NBT 2 3200 434 .197 502 .181• WBR 0 0 197 76 7B Right Tara Adj Right Tarn Adjustment N3R .17' -` N3R .244' TOTAL CAPACITY UTILIZATION .514 .760 A -132 .754 Existing + Growth + Approved + Cumalative AM PK HOUR PH PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 123 .011 176 .110• NBT 1 1600 148 .093` 60 .038 HRR 1 1600 121 .076 655 .409 SBL 1 . 1600 51 .032• 222 .139 SBT 1 1600 51 .032 129 .081• SBA 1 1600 16 .010 21 .013 EBL 1 1600 7 .004 182 .114• EBT 2 3200 160 .061• 503 .188 EBR 0 0 53 98 NBL 1 1600 467 .292• 174 .109 NBT 2 3200 412 .206 530 .189E WBR 0 G 187 76 Right Tara Adj st ^.ent N3R .17' -` TOTAL CAPACITY UTILIZATION .484 .765 1 25. Avocado L San Miguel 11 Existing f Growth f Approved f Cumulative f project AM PE HOUR PM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 123 .077 176 .110' NBT 1 1600 197 .123' 70 .044 OR 1 1600 121 .076 655 .409 SBL 1 1600 52 .033' 232 .145 SBT 1 1600 58 .036 111 .111' SBR 1 1600 16 .010 21 .013 EBL 1 1600 7 .004 182 .114' EST 2 3200 170 .010' 504 .188 EBR 0 0 53 98 WBL 1 1600 467 .292' 174 .109 WBT 2 3200 471 .209 524 .188' WBR 0 0' 197 78 Right Turn Adjustment NBR .241' TOTAL CAPACITY UTILIZATION .518 .770 A -133 26. Superior/Balboa d Coast Hwy Existing TOTAL CAPACITI UTILISATION .695 .721 Existing + Growth + Approved + Project AM PK HOUR PM PK HOUR AN PK LANES CAPACITY VOL VIC VOL VIC NBL 1.5 VOL 202 NBL 261 203 NBT 1.5 4800 321 .129' 209 .111' HER 0 218 89 NBR 65 89 SBL 1.5 66 110 SBL 163 110 SET 1.5 4800 122 .061• 231 .083• SBR 2 3200 181 .058 138 .231 EBL 2 3200 988 .309 255 .080• EBT 3 4800 2242 .461• 1169 .244 EBR 1 1600 238 .149 225 .141 NBL 1 1600 61 .038• 141 .092 NBT 4 6400 582 .121 .2165 .359• NBR 0 0 206 .129 134 G Right Turn Adjustment 134 Right R49rt SBR .088• Note: Assumes NIS Split Phasing 53R .n2; Note: TOTAL CAPACITI UTILISATION .695 .721 Existing + Growth + Approved + Project AN PK AM PK HOUR PM PR HOUR LANES LANES CAPACITY VOL VIC VOL VIC NBL 1.5 203 203 261 261 NBT NBT 1.5 4800 351 .135• 218 .114• NBR 0 89 89 66 66 SBL SBL 1.5 110 110 163 163 SBT SBT 1.5 4800 128 .062• 269 .090• SBR 2 3200 201 .065 868 .211 EBL 2 3200 1111 .341 293 .092• EBT 3 4800 2388 .498' 1256 .262 EBR 1 1600 238 .149 228 .143 W8L 1 i600 61 .038• 141 .092 WHY 4 64GO 651 .;34 2329 .385* NBR 0 G 206 134 134 Right R49rt Tarr, htcst:.ert SBR 53R .n2; Note: ASST -Mcs NIS Split Phas_ ^g Plas`ra TOTAL CAPACITY UTILISATION .733 .793 A -133 Existing + Regional Growth + Approved AN PK AM PK HOUR PH PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1.5 203 261 NBT 1.5 4800 351 .135• 218 .114• NBR 0 89 66 . SBL 1.5 110 163 SBT 1.5 4800 128 .062• 269 .090* SBR 2 3200 201 .065 868 .211 EBL 2 3200 1111 .341 293 .092• EBT 3 4800 2311 .495• 1248 .260 EBB 1 1600 238 .149 228 .143 WBL 1 1600 61 .038• 141 .092 NBT 4 6400 633 .131 2314 .383• WBR 0 0 206 .11E 134 Right Turn Adjustment --me-t SBR .112' Note: Assumes NIS Split Phasing, HIS Spi._ Plas`ra TOTAL CAPACITY UTILISATION .730 .791 Existing + Growth + Approved + Cumulative AN PK HOUR PH PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1.5 203 261 NBT 1.5 4800 311 .138• 233 .111• NBR 0 89 66 . SBL 1.5 193 242 SET 1.5 4800 134 .068• 291 :112' SBR 2 3200 230 .012 982 .301 EBL 2 3200 1761 .365 354 .111'' EBT 3 4800 2423 .505• 1406 .293 ERR I . 1600 238 .149 228 .143 NBL 1600 6I .038' '.41 .892 WBT 4 6400 186 .i64 2409 .455` RJR 0 0 282 .11E 18e R'c _..^ Ad j.s --me-t SBR .._[. Nct_...Ssumes HIS Spi._ Plas`ra TOTAL CAPACITY UTILISATION .749 .857 C I 26. Superior /Balboa 4 Coast Hwy Bristing + Growth + Approved + cumulative + Project AN PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1.5 203 261 NBT 1.5 4800 371 .138* 233 .117' NBR 0 89 66 S8L 1.5 193 242 SRT 1.5 4800 134 .068* 297 .112* SBR 2 3200 230. .072 982 .307 EBL 2 3200 1167 .365 354 .1114 EBT 3 4800 2434 .507* 1414 .295 EBB 1 1600 1238 .149 228 .143 NBL 1 1600 61 .038* 147 .092 NBT 4 6400 806 .168 2424 .407* NBR 0 0 282 .176 181 Right Turn Adjustment SBR .112* Note: Assumes N/S Split Phasing f ` TOTAL CAPACITY UTILISATION .751 .859 N A -135 27. Newport 6 Coast 8ry Existing TOTAL CAPACITY UTILISATION .768 .662 Existing + Growth + Approved + Project AM PK HOUR PM PK HOUR AM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 0 0 0 0 0 0 NBT 0 0 0 0 0 0 NBR 0 0 0 0 0 SBL SBL 2 3200 384 .120* 617 .193* SET 0 0 0 SBR 0 . 1600 SBR 1 1600 269 .168 470 .294 EBL 0 0 0 3200 0 1383 EBT 2 3200 2075 .648* 1267 .396* EBR f 6 487 0 267 AT "+ WBL 0 0 0 .403 0 f WBT 3 4800 979 .204 1848 .385 NBR f M. 370 f 563 381 Right Turn Adjustment 580 Right T,rn Adjustment. SBR .093* TOTAL CAPACITY UTILISATION .768 .662 Existing + Growth + Approved + Project AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL VIC VOL VIC NBL 0 0 0 0 0 NBT 0 0 0 0 0 NBR 0 0 0 0 0 SBL 2 3200 419 .131* 732 .229* SBT 0 0 0 0 SHY . SBR 1 . 1600 313 .196 510 .319 EBL 0 0 0 0 510 EBT 2 3200 2151 .672* 1383 .432* EBR f EBT 506 282 2140 NBL 0 6 0 0 506 AT "+ 282 4800 1053 .219 i9 32 .403 WSR f 0 361 587 WHY R:Ght T._n Adjustment 1035 .216 SSR M. TOTAL CAPACITY UTILIZATION .803 .729 n -ix Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL VIC VOL VIC NBL 0 0 0 0 0 NBT NBT 0 0 0 0 0 NBR NBR 0 0 0 0 0 SBL SBL 2 3200 409 .128' 728 .228* SHY . 0 0 0 0 0 SBR SBR 1 1600 313 .196 510 .319 EBL 0 0 0 0 0 EBT EBT 2 3200 2140 .669* 1375 .430* EBR f 506 506 282 262 WBL WBL 0 0 0 0 0 WBT WHY 3 4800 1035 .216 1917 .399 WBR f 385 381 584 580 Right T,rn Adjustment. Right Turn Adjustment EBR .609* SBR .068* TOTAL CAPACITY UTILIZATION .797 .726 Existing + Growth + Approved + Cumulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 0 0 0 0 NBT 0 0 0 0 NBR 0 0 0 0 SBL 2 3200 426 .133* 813 .254* SBT 0 0 0 0 SBR 1 1600 313 .196 510 .319 EBL 0 0 0 0 EBT 2 3200 2207 .690* 1613 .504* EBR f 506 282 WBL G 0 0 0 WBT 3 4800 1266 .264 2056 .429 WBR f 385 584 Right T,rn Adjustment. EBR .609* TVPAL CAPACITY UTILIZATION .823 .767 Allbk 11 i 27. Newport 6 Coast Hwy Wsting + Growth + Approved + Cumulative + Project AM PR HOUR PM PH HOUR Right Turn Adjustment SBR .008' 'IVM CAPACITY UTILIZATION .829 .770 A -137 LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 NBT 0 0 0 0 NBR 0 0 0 0. SUL 2 3200 436 .136' 817 .255* SBT 0 0 0 0 SUR 1 1600 313 .196 510 .319 EBL 0 0 0 0 EBT 2 3200 2218 .693' 1621 .507* EBR f 506 282 WBL 0 0 0 0 WBT 3 4800 1284 .268 2073 .432 WBH f 385 584 Right Turn Adjustment SBR .008' 'IVM CAPACITY UTILIZATION .829 .770 A -137 28. Riverside L Coast ewp Rusting TUT" CAPACITY UTILIZATION .730 .793 Rusting + Grawd + Approved + Project AN PK HOUR PM PK HOUR AN PK HOUR LANES CAPACITY VOL V/C VOL VC . NBL 0 0 21.001)* 0 0 26 26 NBT 1 1600 6 .005 7 .029* NBR 0 0 0 14 14 SBL SBL 0 85 ( 87 ( 1600 SBT 10 1600 86 (.054)* .063* 1 1600 0057* SBR 1 1600 301 .188 433 .271 EBL 1 1600 280 .175 268 .168* EBT 2 3200 2094 ..660* 21 1528 .168* ERR 0 0 18 .560 21 .484 WBL 1 1600 9 .006* WBR 28 69 .743 WBT 3 . 4800 1232 .257 ':;rn Adjusrren.t 2430 .018 WBR 1 1600 68 .043 .554* 65 .506* .041 Right Turn Adjustment 68 .043 SBR Turn Adjustment Note: Assumes Right -Tum Overlap for SBR .036* .038* TUT" CAPACITY UTILIZATION .730 .793 Rusting + Grawd + Approved + Project AN PK HOUR AN PK ffOUR PN PK HOUR PN PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 2 {.001)* 26 2 ( NBT 1 1600 6 .005 7 1 1600 NBR 0. 0 0 14 .029* SBL 0 1 87 86 ( SBT 1600 15 .1164* 7 86 (.054)* SBR 1 1600 301 .188 433 .058* 271 EBL 1 1600 280 .175 268 301 EBT 2 3200 2294 .723* 1783 .168* EBR 0. 0 18 21 .564 WBL 1 ;600 9 .006* 28 .560 WBT 3 4800 1436 .299 2685 .m WBR 1600 69 .743 63 .559* .043 Righ- ':;rn Adjusrren.t WBT S3? 1410 N'Me: i59imes Right, i:1^ lrlVt i Jr foi JBR .554* .06* IVIAL CAPACITY UTILISATION . .794 .846 A -138 Existing + Regional Growth + Approved AN PK HOUR AN PK HOUR PN PK HOUR VOL VIC LANES CAPACITY VOL V/C VOL V/C NBL 0 0 2 ( .001)* 26 7 NBT 1 1600 6 .005 7 .029* NBR 0 0 0 90 (,056)* 14 SBT SBL 0 0 87 .061 86 (.054)* 1 1600 SOT 1 1600 15 .064* 7 .058 SBR 1 1600 301 .188 433 .271 EBL I 1600 280 .175 268 .168* EBT 2 3200 2272 .716* 1770 .560 EBR 0 0 18 .594* 21 i i66{i WBL 1 1600 9 .006* 28 .018 WBT 3 4800 1410 .294 2658 .554* WBR 1 1600 69 .043 68 .043 Right Turn Adjustment SBR .036* Note: Assumes Right -Turn Overlap for SBR TOTAL CAPACITY UTILIZATION .787 .841 Rusting + Grorth + Approved + Cumulative AN PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL V/C NBL 0 0 2 (.001)* 26 NBT 1 1600 6 .005 7 ,029* NBR 0 0 0 14 SBL 0 0 92 90 (,056)* SBT I 1600 15 .067* 7 .061 SBR 1 1600 301 .188 433 ..271 EBL 1 1600 280 .175 268 .168* EBT 2 3200 2361 .743* 2097 .662 EBB 0 0 18 21 WBL I i600 9 .006* 28 .018 BT 3 4800 ;687 .351 2849 .594* IRR i i66{i i3 .046 72 .045 Right Ta � cj:wmenc S7R ,O.4 Nofe: .Assjaes .R: i0!'J R TOTAL CAPACITY UTILIZATION .817 .881 E 28. Riverside 6 Coast Hwy Heisting + Growth + Approved + Candative + Project AN PR HOUR PM PR HOUR LANES CAPACITY VOL V/C IUL VIC NBL 0 0 2 (.0011' 26 NBT 1 1600 6 .005 7 .029' NBR 0 0 0 14 SBL. 0 0 92 90 1.0561' SBT 1 1600 15 .067' 7 .061 SBR 1 1600 301 .188 433 .271 EBL 1 1600 280 .175 268 .168" EBT 2 3200 2383 .750' 2110 .666 EBR 0 0 18 21 a l 1600 9 .006' 28 .018 MBT 3 4800 1713 .357 2876 .599' WBR 1 1600 73 .046 72 .045 Right Turn Adjustment SBR .034' Note: Assumes Right -Turn Overlap for SBR TOTAL CAPACITY UTILIZATION .824 .886 A -139 29. Tustin 6 coast Hwy Existing TOIL CAPACITY UTILI um .734 .587 Existing + Growth + Approved + Project. AM PK HOUR PM PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0. 0 1 ).001)* 0 NET 1 1600 0 .000 0 .004 NBR 0 0 0 0 6 0 SBL 0 0 36 0 45 36 SBT 1 1600 0 .033* 0 .053' SBR 0 0 16 0 40 16 EBL 1 1600 27 .017 32 .020* EBT 2 3200 2241 .700* 1548 .486 EBR 0 0 0 0 7 0 WBL 1 1600 1 .001* 0 .000 WBT 3 4800 1236 .258 2462 .513* WBR 1 1600 39 .024 47 .029 TOIL CAPACITY UTILI um .734 .587 Existing + Growth + Approved + Project. AM PK HOUR AM PK HOUR PM PE HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 1 ).001)* ).001)* NBT 1 1600 0 .000 0 .004 NBR 0 0 0 6 SBL 0 0 36 45 SBT 1 1600 0 .033* 0 .053* SBR 0 0 16 40 EBL 1 1600 27 .017 32 .020* EBT 2 3200 2439 .762* 1714 .538 EBR 0 0 0 7 WBL 1 i6G0 1 .COI* 0 .COO WBT 3 4800 1366 .285 2690 .560* NOR i 1 §GO 39 .024 47 .029 TOTAL CAPACITY UTILIZATION .796 .634 n -M Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 1 ).001)* NBT 1 1600 0 .000 0 .004 NBR 0 0 0 6 SBL 0 0 36 45 SBT 1 1600 0 .033* 0 .053* SBR 0 0 16 40 EBL 1 1600 27 .017 32 .020* EBT 2 3200 2417 .755* 1701 .534 EBR 0 0 0 7 WBL 1 1600 1 .001* .0 .000 WBT 3 14800 1340 .279 2663 .555* WBR , 1 1600 39 .024 47 .029 TOTAL CAPACITY UTILIZATION .789 .629 Existing + Growth + Approved + cuwulative AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C RBL 0 0 0 1 NBT 1 1600 0 .000 0 .004 HER 0 0 0 6 SBL 0 0 36 45 SBT 1 1600 0 .033* 0 .053* SBR 0 0 16 40 EBL 1 1600 27 .017 32 .020 EBT 2 3200 2511 .785* 2033 .638* EBR 0 0 0 7 WBL 1 1600 1 .GQ1* C .000 WBT 3 4800 1620 .338 2660 .596 NBR . - 16C5 39 .024 41 .029 TOTAL CAPACITY UTILIZATION i lu 29. Tustin 6 Coast Hwy "tiny + Growth + Approved + Civalative + Project AM PK BOUR PM PR HOUR IAMES CAPACITY 4oL v1C VOL v1C NBC NET 1 1600 0 .000 0 .004 NBR 0 0 0 6 SBL 0 0 36 45 SET 1 1600 0 .033* 0 .053* SBR 0 0 16 40 EBL 1 1600 27 .017 32 .020 EBT 2 3200 2533 .792* 2046 .642* ERR 0 0 0 7 WBL 1 1600 1 .001* 0 .000 WBT 3 4800 1646 .343 2881 .601 WBR 1 1600 39 .024 47 .029 +urea C9PACITr UTILIZATION .826 .696 A -141 30. Boyer 6 Coast Hq Existing TOTAL CAPACITY UTILISATION .674 .742 Existing + Growth + Approved + Project AN PK HOUR PM PK HOUR AM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 15 .009 36 .023 NET 2 3200 38 .018* 49 .026* NBR 0 0 21 0 34 21 SBL 3 4800 821 .171* 1058 .220* SBT 1 1600 31 .019 77 .048 SBR 1 1600 124 .078 175 .109 EEL 2 3200 143 .045 133 .042* EST 3 4800 2251 .475* 1457 .312 EBR 0 0 27 0 90 27 WBL 1 1600 16 .010* 55 .034 WBT 3 4800 1207 .251 2178 .454* m f .490* 497 . 1108 542 TOTAL CAPACITY UTILISATION .674 .742 Existing + Growth + Approved + Project AM PK HOUR AM PK ROUR PH PK HOUR LANES LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 15 .009 36 .023 NBT 2 3200 38 .018* 49 .026* NBR 0 0 21 34 34 SBL SBL 3 4800 835 .174* 1072 .223* SBT 1 1600 31 .019 77 .048 SSR 1 1600 142 .089 203 .127 EBL 2 3200 157 .049 . 170 ..053* .053* EST 3 4800 2408 .507* 1595 .341 EBR 0 0 27 40 90 WBL WBL 1 1600 16 .010* 55 .034 WBT 3 4800 1321 .275 2352 .490* i.7BR f 586 542 ;169 1128 TOTAL CAPACITY UTILIZATION .709 .792 A -142 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 15 .009 36 .023 NBT 2 3200 38 .018* 49 .026* NBR 0 0 21 34 34 SBL SBL 3 4800 826 .172* 1071 .223* SBT 1 1600 31 .019 77 .048 SRR 1 1600 142 .089 203 .127 EBL 2 3200 157 .049 170 .053* EBT 3 4800 2386 .503* 1582 .338 EBR 0 0 27 40 40 WBL WBL 1 1600 16 .010* 55 .034 WBT 3 4800 1295 .270 2325 .484* WBR f 586 506 ;169 1118 TOTAL CAPACITY UTILIZATION .703 .786 Existing + Growth + Approved + COnlative AM PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 15 .009 36 .023 NBT 2 3200 38 .018* 49 .026* NBR 0 0 21 34 SBL 3 4800 854 .178* 1154 .240* SBT 1 1600 31 .019 77 .048 SRR 1 1600 142 .089 203 .127 EBL 2 3200 157 .049 170 .053* EBT 3 4800 2480 .522* 1914 .407 EBR 0 0 27 40 WBL 1600 16 .0i0* 55 .034 NBT 3 4800 1575 .328 2522 .525* WEN f 586 ;169 TOTAL CAPACITY UTILIZATION .728 .844 I a j 30. Dover i Coast Hap Existing + Growth + Approved + Cunllative + Project AM Pit HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C WBL 1 1600 15 .009 36 .023 NBT 2 3200 38 .018* 49 .026* NBR 0 0 21 34 SBL 3 4800 863 .180* 1155 .241* SET 1 1600 31 .019 77 .048 SBR 1 1600 142 .089 203 .127 EBL 2 3200 157 ..049 170 .053* EBT 3 4800 2502 .527* 1927 .410 EBR 0 0 27' 40 NBL 1 1600 16 .010* 55 .034 NBT 3 4600 1601 .334 2549 .531* WBR f 592 1179 TOTAL CAPACITY UTILIZATION .735 .851 A -133 31. Bayside i Coast ewy Existing AM PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 2.5 394 477 AM PH HOUR NBT 0.5 4800 17 .093* 17 .109 NBR 0 2.5 35 397 29 482 SBL 1 1600 19 .012 27 .017 SOT 1 1600 9 .017* 11 .026* SBR 0 0 18 63 30 98 EBL 1 1600 26 .016 48 .030* EBT 3 4800 2800 .583* 1947 .406 ERR 1 1600 344 .215 424 .265 WBL 1 1600 .62 .039* 74 .046' WBT 4 6400 1407 .222 3026 ..477* WBR 0 0 14 62 29 74 Note: Assumes NIS Split Phasing WBT 4 6400 TOTAL CAPACITY UTILIZATION .732 .642 Existing + Growth + Approved + Project . AM PR HOUR AM PH HOUR PM PK HOUR LANES LANES CAPACITY VOL VIC VOL VIC NBL 2.5 397 397 482 482 NBT NBT 0.5 4800 17 .094* 17 .110* NBR 0 36 36 29 P9 SBL SBL 1 1600 63 .039* 98 .061* SBT 1 1600 9 .028 11 .044 SBR 0 0 36 59 59 EBL EBL 1 1600 61 .038 74 .046* EBT 3 4800 2977 .620* 2096 .437 EBR 1 1600 346 ..216 431 .269 WBL 1 i600 62 .039* 74 .046 WBT 4 6400 -534 .242 3240 .511* WBR 0 0 14 33 29 Nate: Ass,.nes N13 Split F.. ".assg Note: AssU -es NIS Sprit ?has_:: ^.g TOTAL CAPACITY UTILIZATION .792 .728 A•141 Existing + Regional Growth + Approved AM PR HOUR AM PK HOUR PM PH HOUR LANES LANES CAPACITY VOL VIC VOL VIC NBL 2.5 397 397 482 482 NBT NBT 0.5 4800 17 .094" 17 .110• NBR 0 36 36 29 29 SBL SBL 1 1600 63 .039* 98 .061* SBT 1 1600 9 .028 11 .044 SBR 0 0 36 59 59 EBL EEL 1 1600 61 .038 74 .046* EBT 3 4800 2946 .614* 2083 .434 EBR 1 1600 346 .216 431 .269' WBL 1 1600 62 .039* 74 .046 NET 4 6400 1502 .237 3203 .505* WBR 0 0 14 33 29 Nate: Ass,.nes N13 Split F.. ".assg Note: Assumes NIS Split Phasing TOTAL CAPACITY UTILIZATION .786 .722 Existing + Growth + Approved + Cuadative AM PR HOUR PM PJHOUR LANES CAPACITY VOL VIC VOL NBL 2.5 397 482 NBT 0.5 4800 17 .094* 17 NBR 0 36 29 SBL 1 1600 68 .043* 102 .064* SBT 1 1600 9 .028 11 .044 SBR 0 0 36 59 EBL 1 1600 61 .038 74 .046* EBT 3 4800 3062 .638* 2468 .514 EBR 1 i60o 346 .216 431 .269 WBL 1 1600 62 .G79* 74 .046 NET 4 6400 1849 .292 3437 .542* NBT. 0 i8 33 Nate: Ass,.nes N13 Split F.. ".assg TOTAL CAPACITY UTILIZATION .814 .762 �J I 31. Bayside t Coast Hwy Existing + Growth + Approved r Cukulative + Project AN PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 2.5 397 482 NBT 0.5 4800 17 .094' 17 .110' Nu 0 36 29 SBL 1 1600 68 .043' 102 .064` SST 1 1600 9 .028 11 .044 SBR 0 0 36 59 EBL 1 1600 61 .038 74 .046' EBT 3 4800 3093 .644' 2481 .517 EBR 1 1600 346 .216 431 .269 W8L 1 1600 62 .039' 74 .046 WBT 4 6400 1881 .297 3474 .548' WBR 0 0 18 33 Note: Assumes NIS Split Phasing } TOTAL CAPACITY UTILISATION .820 .768 A -135 32. Newport Center i Coast Ewy Existing AM PK HOUR PH PK HOUR TOTAL CAPACITY UTILIZATION .356 .532 Existing '+ Growth + Approved + project LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 VOL V/C 0 V/C NBT 0 0 0 0 0 NBT NBR 0 0 0 NBR 0 0 SBL 2 3200 46 .014* 141 .044* SBT 0 0 0 0 0 0 SBR f SBR 82 91 539 572 EBL 2 3200 263 .082 307 .096* EBT 3 4800 1642 .342* 1567 .326 EBR 0 0 0 .340 0 0 WBL 0 0 0. WBT 0 4800 WHY 3 4800 1222 .255 1881 .392* WBR f 225 160 TOTAL CAPACITY UTILIZATION .356 .532 Existing '+ Growth + Approved + project . .. AN PK HOUR AM PR HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 NET NBT 0 0 0 0 NBR NBR 0 0 0 0 SBL SBL 2 3200 44 .014* 135 .042* SHY 0 0 0 0 SBR SBR f 91 102 572 EBL EBL 2 3200 268 .084 321 .100* . EBT 3 4800 1726 .360* 1633 .339 EBR 0 0 0 0 .340 WBL 0 0 0 0 WHY WBT 3 4800 1278 .266 1973 .411' WDR f 226 223 154 TOTAL CAPACITY UTILIZATION .374 .553 A -W Existing + Regional Growth + Approved . AN PK HOUR AM PK HOUR PM PR FOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 0 0 NET NBT 0 0 0 0 NBR NBR 0 0 0 0 SBL SBL 2 3200 46 .014* 144 .045* SBT 0 0 0 0 SBR SBR f 91 91 570 EBL EBL 2 3200 268 .084 320 .100* EBT 3 4800 1697 .354* 1627 .339 EBR 0 0 0 0 WBL WBL 0 0 0 0 WHY NET 3 4800 1274 .265 1944 .405* WBR f 226 226 166 TOTAL CAPACITY UTILIZATION .368 .550 Existing + Growth + Approved + Cumulative AN PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NHL 0 0 0 0. NET 0 0 0 0 NBR 0 0 0 0 SBL 2 3200 46 .014* 144 .045* SBT 0 0 0 0 SBR f 91 570 EBL 2 3200 268 .084* 320 .100* EBT 3 4800 1853 .386 2140 .446 EBR 0 0 0 0 WBL 0 0 0 0 WHY 3 4800 1743 .363* 2261 .471* WBR . f 226 166 WE" CAPACITY UTILIZATION .461 .616 11 l 32. Newport Center a Coast Hwy KI Existing + Growth + Approved + Cumulative + Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL 4/C VOL 4/C NBL 0 0 0 0 NBT 0 0 0 0 NBR 0 0 0 0 SBL 2 3200 44 .014• 135 .042' SBT 0 0 0 0 SBR f 102 572 EBL 2 3200 268 .084• 321 .100• EBT 3 4800 1882 .392 2146 .447 EBR 0 0 0 0 WBL 0 0 0 0 WBT 3 4800 1747 .364• 2290 .477* WBR f 223 154 TOTAL CAPACITY urILIEATION .462 .619 A -147 33. Avocado 6 Coast oq Existing AN PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 78 .049 109 .068* NBT 1 1600 106 .066* 90 NBR 1 1600 121 .076 .056 163 .102 SBL 1.5 50 300 SBT 0.5 3200 43 .029* 130 SBR f 50 .134* 275 EBL 1 1600 199 .124* 120 EBT 3 4800 1233 .267 .075 1494 ERR 0 0 48 .326* 70 WBL. 1 1600 '95 .059 119 WBT 3 4800 1126 .271* .074* 1365 WBR 0 0 177 .309 119 Note: Assumes NIS Split Phasing TOTAL CAPACITY UTILIZATION .490 Existing + Growth + Approved + Project AN PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 78 .049 109 NBT 1 1600 106 .066* .068* 90 NBA 1 1600 121 .076 .056 163 .102 SBL 1.5 53 319 SBT 0.5 3200 43 .030* 130 SBR f 54 .140* 305 EBL 1 1600 228 .143* 126 EBT 3 4600 1287 .278 1560 .079 EBR 0 0 48 .340* 71 Alit 1 1600 95 .059 119 .074* WBT 3 4800 1184 .288* 1421 NBR 0 0 197 .322 123 Note: Assures NIS Sp2:t P.hasirg TOTAL CAPACITY UTILIZATION .527 .622 A -148 Existing + Regional Growth + Approved AM PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 78 .049 109 .068* NBT 1 1600 106 .066* 90 .056 NBR 1 1600 121 .076 163 .102 SBL 1.5 50 300 SBT 0.5 3200 43 .029* 130 .134* SBR f 50 276 EBL 1 1600 199 .124* 120 . .075 EBT 3 4800 1288 .278 1564 .341* ERR 0 0 48 71 NBL 1 1600 95 .059 119 .074* WBT 3 4900 1186 .284* 1427 .322 WBR 0 0 177 119 Note: Assumes NIS Split Phasing TOPAZ CAPACITY UTILIZATION .503 .617 Existing + Growth + Approved + Cemclative AN PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 78 .049 109 .068* NBT 1 1600 106 .066* 90 .056 NBR 1 1600 121 .076 163 .102 SBL 1.5 50 300 SBT 0.5 3200 43 .029* 130 .134' SBR f 50 276 EBL 1 1600 199 .124* 120 .075 EBT 3 4800 1444 .311 2077 .448* ERR 0 0 48 71 WBL i 1600 95 .059 119 .074 *. WBT 3 00C 1655 .382* 1744 .398 NBR 8 0 177 119 Nc;e: Asszes NIS Split Phasing TOTAL CAPACITY UTILIZATION .601 .724 33. Avocado a Coast M7 2 A -149 Existing + Growth + Approved + Cumulative + project AM PK HOUR PM PK HOUR LANES CAPACITY VOL - VIC VOL V/C NBL 1 1600 78 .049 109 UBT 1 1600 106 .066* 90 .068* NBR 1 1600 121 .076 163 .056 .102 SBL 1.5 53 319 SBT 0.5 3200 43 .030* 130 SBR f 54 305 .140* EBL 1 1600 228 .143* 126 .079 EBT 3 4800 1443 .311 2073 EBR 0 0 48 71 .447* WBL 1 1600 95 .059 119 WBT 3 4800 1653 .385* 1738 .074* WBR 0 0 197 123 .388 Note: Assumes NIS Split Phasing TOTAL CAPACITY UHLIYATION .824 .729 2 A -149 34. Goldenrod 6 Coast Bay Existing TOTAL CAPACITY BTILISATION .726 .677 Existing + Growth .+ Approved + Project AM PK HOUR PM PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 106 0 110 1.0691* NBT 1 1600 0 :083* 0 .084 NBR 0 0 27 0 25 Sat 0 0 40 1.0251* 0 47 SHY 1 1600 5 .037 5 .047' SBR 0 0 14 0 23 EBL 1 1600 16 .010* 39 .024 EBT 2 3200 1132 .366 1717 ,5q 5* EBR 0 0 39 0 26 WBL 1 1600 44 .028 26 .016* WHY 2 3200 1935 .608* 1703 .536 WBR 0 0 11 0 13 TOTAL CAPACITY BTILISATION .726 .677 Existing + Growth .+ Approved + Project AM PK HOUR AN PR HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 106 110 (.0691* 1.0691* NBT 1 1600 0 .083* 0 .084 NBR 0 .0 27 25 27 SBL 0 0 41 1.026]* 47 0 SBT 1 1600 5 .038 5 .047* SBR 0 0 14 23 SBR Eat 1 1600 16 .010* 39 .024 E13T 2 3200 1197 .386 1812 .574* EBR 0 0 39 26 .432 WBL 1 1600 44 .028 26 .016* WBT 2 3200 2041 .641* 1780 .%0 WBR 0 0 11 13 '2 ?mac CaPA m,uTILIEATIOR .760 .706 A -150 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PR HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 0 0 106 110 1.0691* NBT 1 1600 0 .083* 0 .084 NBR 0 0 27 25 27 SBL 0 0 41 1.0261* 47 0 SHY 1 1600 5 .038 5 .047* SBR 0 0 14 23 SBR EBL 1 1600 16 .010* 39 .024 EBT 2 3200 1183 .382 1794 .569* EBR 0 0 39 26 .432 NBL 1 1600 44 .028 26 .016* WHY 2 3200 2022 .635* 1778 .560 WBR 0 0 11 13 '2 TOTAL CAPACITY UTILIBATiou .754 .701 Existing + Growth + Approved + emetative AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 106 110 {.0691* NBT 1 1600 0 .083' 0 .084 NBR 0 0 27 25 SRI 0 0 41 1.0261* 47 SHY 1 1600 5 .038 5 .047* SBR 0 0 14 23 EEL 1 1600 16 .010* 39 .024 £8T 2 3200 1342 .432 2321 .733* EBR 0 0 39 26 WBL 1 1600 44 .028 26 .016* WBT '2 3200 2524 .792* 2G95 .659 WBR 0 0 11 17 TOTAL CAPACITY UTILILATIOM .911 .865 11 34. Goldenrod c Coast Hwy Existing 4 Growth 4 Approved 4 Cumulative 4 Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL VIC VOL VJC NBL 0 0 106 110 ).069)' NET 1 1600 0 .083• 0 .084 NBR 0 0 27 25 SBL 0 0 41 ).026)' 47 SBT 1 1600 5 .038 5 .047' SBR 0 0 14 23 EBL 1 1600 16 .010' 39 .024 EBT 2 3200 1356 .436 2339 .739' EBR 0 0 39 26 NBL 1 1600 44 .02B 26 .016' NBT 2 3200 2543 .798' 2097 .659 WBR 0 0 11 13 TOPAZ CAPACITY UTILIZATION .917 .871 M A -151 35. Marguerite d Coast Buy Existing TOTAL CAPACITY UTILIYATIOB .788 .728 Existing + Growth + Approved + Project AM PR HOUR PM PY HOUR AM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 120 .075" 94 120 NET 1 1600 73 .081 71 .059• HER 0 0 56 0 76 .092 SBL 1 1600 49 .031 92 .058 SET 1 1600 67 .121• 84 67 SBR 0 0 127 0 76 .101• EBL 1 1600 48 .030• 55 48 EBT 2 3200 1104 .345 1687 .034 ERR 1 1600 81 .051 51 .521• .036 WBL 1 1600 24 .015 63 24 NBT 2 3200 1764 .562• 1366 .039• WBR 0 0 33 0 31 .437 TOTAL CAPACITY UTILIYATIOB .788 .728 Existing + Growth + Approved + Project AM PR HOUR AM PR HOUR PH PR HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 120 .015• 94 .059' NBT 1 1600 73 .081 71 .059' NBR 0 0 56 76 76 .092 SRI 1 1600 49 '.031 92 .058 SET 1 1600 67 .121• 84 .058 SBR 0 0 127 78 78 .101• EBL 1 1600 48 .030• 55 .034 EBT 2 3200 1167 .365 1119 .034 EBR 1 1600 81 .051 57 .556" .036 WBL 1 1600 24 .015 63 .039• WBT 2 3200 1864 .593'. 1430 .039• RBR 0 0 33 36 31 .457 TOTAL CAPACITY UnUzMIOM 1 .819 .755 A -152 Existing + Regional Growth + Approved AM PR HOUR AN PH HOUR PM PR HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 120 .015• 94 .059' NBT 1 1600 73 .081 71 .092 NOR 0 0 56 76 76 SBL SBL 1 1600 49 .031 92 .058 SBT 1 1600 67 .121• 84 .101• SBR 0 0 127 78 78 EBL EBL 1 1600 48 .030• '55 .034 EBT 2 3200 1153 .360 1761 .550• EBR 1 1600 81 .051 57 .036 WBL 1 1600 24 .015 63 .039• NUT. 2 3200 1845 .581• 1428 .456 WBR 0 0 33 36 31 rvrm LAFACITY UTILIEATIOM .813 .749 Existing + Growth + Approved + Cmmlative AM PR HOUR PM PY HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 120 .015• 94 .059• NBT 1 1600 73 .081 71 .092 HER 0 0 56 76 SBL 1 1600 52 .033 105 .066 SBT 1 1600 67 .121• 84 .101• SBR 0 0 127 78 EBL 1 1600 48 .030• 55 .034 EBT 2 3200 1312 .410 2288 .115• EBR 1 1600 81 .051 57 .036 NBL 1 i600 24 .015 63 .039• WBT 2 3200 2347 .148* 1195 .551 hBR 0 0 46 36 UMAL CAPACITY UTILISATION .974 .914 11 35. Marguerite & coast EWy Existing + 4ArowtA + Approved + Cumulative + Project TOTAL CAPACITY OTILIEATICM .980 .920 A -153 AN PK HOUR PM PK HOUR .LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 120 .075* 94 .059* NET 1 1600 73 .081 71 .092 NBR 0 0 56 76 SBL 1 1600 52 .033 105 .066 SBT 1 1600 67 .121' 84 .101* SBR 0 0 127 78 EEL 1 1600 48 .030* 55 .034 EET 2 3200 1326 .414 2306 .721* ERR 1 1600 81 .051 57 .036 WBL 1 1600 24 .015 63 .039* WBT 2 3200 2366 .7541 1747 .558 WBR 0 0 46 38 TOTAL CAPACITY OTILIEATICM .980 .920 A -153 36. Newport Center i Santa Barbara Existing TOTAL CAPACITY UTILIZATION .140 .228 Existing + Growth + Approved + Project AN PH HOUR PH PH HOUR AN PH HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 15 .041' 155 .091' NBT 2 3200 134 .042 102 .032 HER 1 1600 14 .009 34 .021 SBL 1 1600 11 .001 42 .026 SBT 2 3200 16 .024' 180 .056' SBR 1 1600 39 .024 61 .042 EBL 1 1600 34 .021' 38 .024 EBT 2 3200 28 .018 91 .061* ERR 0 0 165 .103 132 .083 NBL 0 0 2 0 23 j.014j* 2 WBT 2 3200 5 .004' 44 .028 WBR 0 0 6 .004 24 6 Right Turn Adjustment 24 ERR .044' ERR .054' TOTAL CAPACITY UTILIZATION .140 .228 Existing + Growth + Approved + Project AN PH HOUR AN PH HOUR PH PH HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 15 .041' 155 .091' NET 2 3200 134 .042 102 .032 NBR 1 1600 14 .009 34 .021 SBL 1 1600 11 .001 42 .026 SBT 2 3200 16 .024' 180 .056' SBR 1 1600 39 .024 61 .042 EBL 1 1600 34 .021' 38 .024 EBT 2 3200 30 .019 106 .066' EBR 0 0 I65 .103 132 .083 WBL 0 0 2 23 :.0141* 23 j.014j' WBT WBT 2 3200 6 .004* 53 .031 WBR 0 0 6 .004 24 R_ght Right Da-n zajustment ERR .054' TOTAL CAPACITY UTILIZATION .140 .233 A -154 Existing + Regional Growth + Approved AN PH HOUR AM PH HOUR PH PH HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 15 .041' 155 .091' NBT 2 3200 134 .042 102 .032 NBR 1 1600 14 .009 34 .021 SBL 1 1600 11 .001 42 .026 SBT 2 3200 16 .024* 180 .056* SBR 1 1600 39 .024 61 .042 EBL 1 1600 34 .021' 38 .024 EBT 2 3200 28 .018 91 .061* ERR 0 0 165 .103 132 .083 NBL 0 0 2 23 :.0141* 23 (.0141' WBT WBT 2 3200 5 .004* 44 .028 WBR 0 0 6 .004 24 R_ght Right Turn Adjustment ERR .044' . TOTAL CAPACITY UTILIZATION .140 .228 Existing + Growth + Approved + Cuwslative AN PH HOUR PH PH HOUR LANES CAPACITY VOL V/C VOL V/C NEI. 1 1600 15 .041* 155 .091' NBT 2 3200 134 .042 102 .032 NBR 1 1600 14 .009 34 .021 SBL 1 1600 11 .001 42 .026 SBT . 2 3200 16 .024' 180 .056* SBR 1 1600 39 .024 61 .042 EBL 1 1600 34 .021' 38 .024 EBT 2 3200 28 .018 91 .061* ERR 0 0 165 .103 132 .083 WBL 0 0 2 23 :.0141* WBT '2 3200 5 .004* 44 .028 i15R 0 O 6 .004 24 R_ght - :Jr.^. Adjustment En .044* TOTAL CAPACITY UTILIZATION .140 .228 bs::vj i 36. Newport Center 6 Santa Barbara Existing + Growth + Approved + Cumulative + Project AM PR HOUR PM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 75 .041• 155 .097• NBT 2 3200 134. .042 102 .032 NBR 1 1600 14 .009 34 .021 SBL 1 1600 11 .007 42 .026 S8T 2 3200 76 .024' 180 .056• SBR 1 :600 39 .024 67 .042 EBL 1 1600 34 .021* 38 .024 EBT 2 3200 30 .019 106 .065* EBR 0 0 165 .103 132 • .083 WBL 0 0 2 23 1.0141* WBT 2 3200 6 .004* 53 .031 WBR 0 0 6 24 Right Turn Adjustment EBR .044* TOTAL CAPACITY OTILIYATIOK ..140 .233 13 A -155 37. Santa Cruz A Newport Center Existing TOTAL CAPACITY UTILISATION .117 .211 Existing + Growth + Approved + Project AM PK HOUR PH PK HOUR AM PK HOUR LANES CAPACITY VOL V/C VOL V/C NRL 0 0 10 {.006[* 0 50.(.0311* NBT 2 3200 32 .022 144 .086 NBR 0 0 27 0 60 SBL 1 1600 25 .016 32 .020 SBT 1 1600 85 .053* 120 .075* SBR 1 1600 56 .035 , 103 .064 EEL 1 1600 35 .022 91 .057 EST 2 3200 60 .019* 102 .032* EBR 1 1600 22 .014 42 .026 WBL 1 1600 63 .039* 116 .073* NET 2 3200 84 .026 102 .032 WBR 1 1600 34 .021 81 .051 TOTAL CAPACITY UTILISATION .117 .211 Existing + Growth + Approved + Project AM PK HOUR AM PK HOUR PM PK HOUR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 10 1.0061* 50 1.0311* NET 2 3200 33 .022 153 .088 NBR 0 0 27 80 B0 SBL 1 1600 25 .016 32 .020 SET 1 1600 87 .054* 129 .081* SBR '1 1600 56 .035 103 .064 EEL 1 1600 35 .022 91 .057 EBT 2 3200 60 .019* 102 .032* EBR 1 1600 22 .014 42 .026 WBL i 1660 63 .039* 116 .073* NET, 2 3200 84 .026 L02 .032 WBR 1 :600 34 .021 81 .051 TOTAL CAPACITY UTILISATION .118 .217 A -156 Existing + Regional Growth + Approved AM PK HOUR AM PK HOUR PM PK HOUR CAPACITY LANES CAPACITY VOL V/C VOL V/C NBL 0 0 10 1.006)* 50 (.0311* 2 NET 2 3200 32 .022 144 .086 HER 0 0 27 B0 1 SBL 1 1600 25 .016 32 .020 SBT 1 1600 85 .053* 120 .075* SBR 1 1600 56 .035 103 .064 EBL 1 1600 35 .022 91 .057 EST 2 3200 60 .019* 102 .032* EBR 1 1600 22 .014 42 .026 WBL 1 1600 63 .039* 116 .073" NBT 2 3200 84 .026 102 .032 WBR 1 1600 34 .021 81 .051 TOTAL CAPACITY UTILIZATION .117 .211 Existing + Growth + Approved + Cumulative AM PK HOUR PM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 0 0 10 (.0061* 50 [.0311* NBT 2 3200 32 .022 144 .086 NBR 0 .0 27 .80 SBL 1 1600 25 .016 32 .020 SET 1 1600 85 .053* 120 .075* SBR 1 1600 56 .035 103 .064 EBL 1 1600 35 .022 91 .057 EBT 2 3200 60 .019* 102 .032* EBR 1 1600 22 .014 42 .026 WEL 1 1600 63 .039* 116 .073* NET 2 3200 84 .026 102 .032 WBR 1600 34 .021 8: .051 TOTAL CAPACITY UTILIZATION .117 .211 11 Lei 37. Santa Cruz i Newport Center Existing + Growth + Approved + Cumulative + Project AM PR HOUR PM PR HOUR LAMES CAPACITY VOL V/C WL V/C MBL 0 0 10 {.0061* 50 1.0311* NBT 2 3200 33 .022 153 .088 NBR 0 0 27 80 SBL 1 1600 25 .016 32 .020 SBT 1 1600 87 .054* 129 .081* SBR 1 1600 56 .035 103 .064 EBL 1 1600 35 .022 91 .057 EBT 2 3200 60 ..019* 102 .032* EBR 1 1600 22 .014 42 .026 WBL 1 1600 63 .039* 116 .073* WBT 2 3200 84 .026 102 .032 WBR 1 1600 34 .021 81 .051 TOTAL CAPACITY UTILISATION .118 .217 A -157 36. Newport Center 6 Santa Rosa Existing TOTAL CAPACITY UTILIZATION .153, .245 Existing + Growth + Approved + Project AM PK HOUR PM PK HOUR AM'PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 31 .019 38 .024 NBT 2 3200 69 .022* 204 .064* NBR 1 1600 22 .014 36 .023 SBL 1 1600 87 .054* 80 .050* SET 2 3200 183 .057 228 .071 SBR 1 1600 43 .027 84 .053 EBL 0 0 20 EBL 84 0 EST 2 3200 39 .027* 67 .067* EBR 0 0 26 EBR 63 0 WBL 0.5 63 42 Wu 33 42 WHY 2 4000 87 .032* 102 .034* WBR 1 1600 145 .091 163 .102 Right Turn Adjustment i63 WBR .018* WEN .030* Note: Assumes E/W Split Phasing .030* Note: Note: TOTAL CAPACITY UTILIZATION .153, .245 Existing + Growth + Approved + Project AM'PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY, VOL V/C VOL V/C NBL 1 1600 31 .019* 38 .024 NBT 2 3200 75 .023 230 .072* NBR 1 1600 22 .014 36 .023 SBL 1 1600 87 .054 80 .050* SHY 2 3200 213 .067* 243 .076 SBR 1 1600 43 , .027 84 .053 EBL 0 0 20 84 84 EBT EST 2 3200 34 .025* 42 .053* EBR 0 0 26 63 63 039 Wu 0.5 42 42 33 33 WBT WBT 2 4000 76 .030* 60 .023• WBR 1600 1600 i45 .091 i63 .102 R +gct' :r: Ad;'w. ^ert 4BR WBR .030* Note: Note: Assumes --IJI Sc! TOTAL CAPACM UTILIZATION .155 .239 A -lib Existing + Regional Growth + Approved AM'PK HOUR AM PK HOUR PH PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 31 .019 38 .024 NET 2 3200 69 .022* 204 .064* NBR 1 1600 22 .014 36 .023 SBL 1 1600 87 .054* 80 .050* SBT 2 3200 183 .057 228. .071 SBR 1 1600 43 .027 84 .053 EBL 0 0 20 84 84 EST EBT 2 3200 39 .027* 67 .067* EBR 0 0 26 63 63 WK, WBL 0.5 42 42 33 33 WB- WBT 2 4000 87 .032* 102 .034* WBR 1 1600 145 .091 163 .102 Right Turn Adjustment d?;:. WBR .018* WBR .030* Note: Assumes E/W Split Phasing TOTAL CAPACITY U71LIZA'TXN .153, .245 Existing + Growth + Approved + Cumulative AM'PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 31 .019 38 .024 NET 2 3200 69 '.022* 204 .064* NBR 1 1600 22 .014 36 .023 SBL 1 1600 87 .054* 80 .050* SBT 2 3200 183 .057 228 .071 SBR 1 1600 43 .027 84 .053 EBL 0 0 20 84 EST 2 3200 50 .030* 109 .080* EBR 0 0 26 63 WK, 0.5 42 33 WB- 2 4000 126 342• 127 .04G* NBR i6G0 145 .G91 163 .t02 Rig'r.t '..s A.dj;s*_^enC d?;:. .498• h3R Ncte: Asses Lr:� c "ctit Pias`ni TOTAL CAPACITY UTILIZATION .156 .258 0 11 38. Newport Center a Santa Rosa Existing + Growth + Approved + Cumulative + Project AN PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C HBL 1 1600 31 .019' 38 .024 NBT 2 3200 75 .023 230 .072' NBR 1 1600 22 .014 36 .023 SBL 1 1600 87 .054 80 .050" SIT 2 3200 213 .067' 243 .076 SBR 1 1600 43 .027 84 .053. EBL 0 0 20 84 EBT 2 3200 45 .028' 84 .072' EBR 0 0 26 63 WBL 0.5 42 33 WHY 2 4000 115 .039' 85 .030' WBR 1 1600 145 .091 163 .102 Right Turn Adjustment WBR .005' WBR .034' Note: Assumes E/W Split Phasing TOTAL CAPACITY UTILISATIGN .15e .258 A -159 39. Newport Center. f Sae Niguel Existing AM PK HOUR PM PK HOUR TOTAL CAPACITY UTILIZATION .215 .412 Existing + Growth + Approved + Project LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 48 .030 98 .061• NBT 2 3200 141 .086• 98 .061 NBR 0 0 121 150 180 .113 SBL 0 0 55 1.034)• 121 104 180 SET 2 3200 54 .041 114 84 SBR 0 0 21 64 110 .121• EBL 1 1600 13 .008 42 .026 EBT 2 3200 39 .012• 248 .018• EBR 1 1600 11 .011 100 .063 WBL 1 1600 132 .083• 243 .152• WBT 2 3200 138 .043 282 243 WBR 1 1600 101 .061 160 .088 .100 TOTAL CAPACITY UTILIZATION .215 .412 Existing + Growth + Approved + Project AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 48 .030 98 .061• NBT 2 .3200 150 .081• 108 .061• NBR 0 0 121 0 180 .068 .113 SBL 0 0 62 (.039)• 54 .041 84 .121• SBT 2 3200 64 .046 161 .113• SBR 0 0 21 .026 110 .2 EBL 1 1600 13 .008 42 .026 EBT 2 3200 41 .013• 264 .02fi EBR 1 1600 11 .011 100 .0834 .063 W3L 1 1600 132 .083• 243 .152• WBT 2 3200 142 .044 296 .152• 'dBR i IWO 101 .063 .061 134 .093 .084 TOTAL CAPACITY UTILIZATION .222 .409 n -ie0 Existing + RegiOAal Growth + Approved AM PK HOUR AM PK HOUR IN PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 48 .030 98 .061• NET 2 3200 141 .086• 98 .061 NBR 0 0 121 0 180 .113 SBL 0 0 55 1.034f` 54 .041 104 .121• SBT 2 3200 54 .041 114 .121• SBR 0 0 21 .026 110 .2 EEL 1 1600 13 .008 42 .026 EBT 2 3200 39 .012• 248 .018• EBR 1 1600 11 .011 100 .063 WBL 1 1600 132 .083• 243 .152• WBT 2 3200 138 .043 282 .088 WBR 1 1600 101 .061 160 .100 TOTAL CAPACITY UTILIZATION .215 .412 Existing + Growth + Approved + Cowelative AM PK HOUR IN PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 48 .030 98 .061• NRT 2 3200 141 .086• 98 .061 NBR 0 0 121 180 .113 SBL 0 0 55 1.0341• 104 SBT 2 3200 54 .041 114 .121• SBR 0 0 21 110 EBL 1 1600 13 .008 42 .026 EBT .2 3200 51 .016• 285 .089• EBR 1 1600 11 .011 100 .663 WBL 1 1600 132 .083• 243 .152• WBT 2 :200 115 .055 304 .095 WBR i 1600 101 .061' 160 .100 TOTAL CAPACITY UTILIZATION .219 .423 C El 39. Newport Center 4 San Miguel Existing + Growth + Approved + CSmdative + Project AM P8 HOUR PM P8 HOUR LANES CAPACITY VOL VIC VOL VIC NBL 1 1600 48 .030 98 .061* NBT 2 3200 150 .087* 108 .068 NBR 0 0 127 180 .113 SBL 0 0 621.0391* 84 SBT 2 3200 64 .046 167 .113* SBR 0 0 21 110 . EBL 1 1600 13 .008 42 .026 EBT 2 3200 53 .017* 301 .094* EBR 1 1600 17 .011 100 .063 MBL 1 1600 132 .083* 243 .152* MST 2 3200 179 .056 318 .099 WBR 1 1600 101 .063 134 .084 TOTAL CAPACITY UTILIZATION .226 .420 NO 11 A -161 40. Newport Center /Fashion Island 6 Newport Center Existing AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL . 1 1600 167 .104* 143 .089* NBT 2 3200 58 .OIB 169 .053 NBR 1 1600 276 .173 119 .074 SBL 1 1600 4 .003 41 .026 SBT 2 3200 10 .003* 112 .036* SHE 0 0 1 4 3 41 EEL 1 1600 6 .004 22 .014 EBT 2 3200 98 .031* 105 .033* EBR 1 1600 125 .078 215 .134 WBL 1 1600 68 .043* 376 .235* WBT 2 3200 41 .013 83 .026 WBR 1 1600 12 .008 52 .033 Right Turn Adjustment NBR .031* ERR .034* Existing 4 Regional Growth 4 Approved AM PK HOUR AM PE HOUR PM PE HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 167 .104* 143 .089* NBT 2 3200 58 .OiB 169 .053 NBR 1 1600 276 .173 119 .074 SBL 1 1600 4 '.003 41 .026 SBT 2 3200 10 .003* 112 .036* SBR 0 0 1 3 3 EBL EBL 1 1600 6 .004 22 .014 EBT 2 3200 98. .031* 105 .033* EBR 1 1600 125 .078 215 .134 WBL 1 1600 68 .043* 376 .235* WBT 2 3200 41 .013 83 .026 WBR 1 1600 12 .008 52 .033 Right Turn Adjustment EBR NBR .031* EBR .034* TOTAL CAPACITY UTILIZATION .219 .427 TOTAL CAPACITY UTILIZATION .218 .427 Existing 4 Growth 4 Approved 4 Project AM PK HOUR AM PK HOUR PM PK HOUR LANES LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 167 .104* 143 .089* NBT 2 3200 60 .019 178 .056 NBR 1 1600 274 .171 111 .069 SBL 1 1600 4 .003 41 .026 SBT 2 3200 11 .004* 121 .039* SBR 0 0 1 3 .3 EBL EBL 1 1600 6 .004 22 .014 EBT 2 3200 198 .031* 105 .033* EBR 1 1600 125 .018 215 .134 WBL 1 1600 78 .049* 369 .231* - WBT 2 3200 41 .Oi3 83 .026 NBR i 1600 12 .G08 52 .033 Right Tarr. Adjustment EBR NBR .M* E5R .241 Existing 4 Growth 4 Approved 4 Cmelative AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 167 .104* 143 .089* NBT 2 3200 58 ..018 169 .053 NBR 1 1600 276 .173 119 .074 SBL 1 .1600 4 .003 41 .026 SBT 2 3200 10 .003* 112 .036* SBR 0 0 1 3 EBL 1 1600 6 .004 22 .014 EBT 2 3200 98 .031* 105 .033* EBR 1 1600 125 .018 215 .134 WBL 1 MO 69 .543* 316 .235* WBT 2 3200 4! .013 83 .026 NBR 1 1600 12 .008 42 333 Right 'urn Adj s*_ ^e ^t NBR .03 ?4 EBR .034* TOTAL CAPACITY UTILIZATION .217 .426 TOTAL CAPACITY. UTILIZATION .218 .427 A -162 11 40. Newport Center /Fashion Island,6 Newport Center Existing + Growth + Approved + Cumulative + Project AN PR HOUR PM PR HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1600 167 .104* 143 .089* NBT 2 3200 60 .019 178 .056 NBR 1 1600 274 .171 111 .069 SBL 1 1600 4 .003 41 .026 SBT 2 3200 11 .004* 121 .039* SBR 0 0 1 3 EBL 1 1600 6 .004 22 .014 EBT 2 3200 98 .031* 105 .033* EBR 1 1600 125 .078 215 .134 AL 1 1600 78 .049* 369 .231* WBT 2 3200 41 .013 83 .026 WBR 1 1600 12 .008 52 .033 Right Turn Adjustment NBR .029• EBR .034* TOTAL CAPACITr UTILIZATION .217 .426 J A -163 ATTACHMENT NO. 2 North Newport Center Planned Community Development Plan ATTACHMENT NO. 1a Draft and Final EIR, General Plan 2006 Update (CD, under separate cover) North Newport_ Center Planned Community Development Plan Land Uses, Development Standards Et Procedures Land Uses, Contents I. Introduction and Purpose of Development Plan ................................................................................. l A. Sub-Area Purpose ................ .- ............. ...................................... ................................................... Ii Relationship to Municipal Code .'—.--.-------------..—....----'--.7 C. Relationship to North Newport Center Design Regulations —^`'-----`'—```—`'-'—`-7 IL Land Use � � ..—.--...---------'-.—..---'—.--V � A. Permitted Uses ................................................................................................................................... 9 EL Developme nt Liodts ........................................ ............................................................................... l0 M. Site Development Standards .................. .......................................................................................... l3 A. Permitted Height ~� ---^--'^----``---'''.---`'—`—```—^--^— 13 B. On8bu:k Requirements ........... . ....................................................................................................... l4 C. Parking Requirements ---....—...--.—.—..--.--...----------..—.l5 D. Landscaping ........................................................................................... ....................................... l6 E. —.---.—_...'------'------.----.--_------.--...-.l6 F. gi`n:—'''---`---'--------``—`---''--`----`—'`''—`-. .----.l6 {l . ul[\nno^tibibr-----.--------.—.'—.....__.—...--^-----'%O H. Open Space Requirements '....'—...------_----'_--'----'%O IV. Plarmed, Community Development Plan Administration ................. ............................. � ................... 2l. A. � Process borNemOtnmtones^~--..—..'—.—.—'-----_--------_—.—'...-%l ` Ei` Process for New Signs. .- .......................... ................................................................... . ........... 2% C. Transfer of Development Rights ...................................................... .................... � ......................... 2% V.. Definitions .................................................. Appendix A—Design Regulations .—..---.25 � � ` North Newport Center Planned Communily Development Plan Land Uses, Development Standards & Procedures Section I. Introduction and Purpose of Development Plan I. Introduction and Purpose of Development Plan The North Newport Center Planned Community district is comprised of four sub -areas that include Fashion Island, Block 500, Block 600 and San Joaquin Plaza. The sub -areas that comprise North Newport Center shall be governed by the North Newport Center Planned Community ( "PC ") Development Plan set forth herein, which includes land uses,, development standards and administration. The City of Newport Beach Municipal Code allows a Planned Community Development Plan to address land use designations and regulations in Planned Communities. The North Newport Center PC Development Plan serves as the controlling zoning ordinance for the site and is authorized and intended to implement the provisions of the Newport Beach General Plan. A. Sub -Area Purpose Newport Center is a regional center comprised of major retail, professional office, entertainment, recreation and.residential development within the City of Newport Beach. The North Newport Center site comprises approximately 138 acres along San Joaquin Hills Road and Newport Center Drive. The four sub -areas that make up the site including Fashion Island (75 acres), Block 500 (15 acres), Block 600 (25 acres), and San Joaquin Plaza (23 acres) are shown on Figure 1, and are described below. The General Plan identifies the goal of. creating a successful Mixed -Use district that integrates, economic and commercial centers serving the needs of Newport Beach residents and the sub - region, with expanded opportunities for residential development. Fashion Island is the primary retail hub within Newport.Center and is developed with retail, dining and commercial entertainment uses. Permitted uses for Fashion Island include uses in support of the existing retail, dining and commercial entertainment uses. Fashion Island is intended to be a vibrant regional retail and entertainment center and a day /evening destination with a wide variety of uses which will serve visitors, residents. and employees of the area. Figure 2, Fashion Island Sub -Area, shows the boundary of Fashion Island. The Mixed -Use blocks include Block 500, Block 600 and San Joaquin Plaza. The Mixed -Use blocks are generally comprised of administrative, professional, and financial office uses. Block 600 contains hotel and related ancillary uses as well. This Development Plan allows for the diversification of land uses in order to encourage new and original, uses consistent with the Mixed -Use concept as established in the General Plan. Permitted uses, for the Mixed -Use blocks include offices, light general commercial, hotel, residential and other mixed uses in accordance with the General Plan MU- H3 land use designation. The boundaries of the Mixed -Use blocks included in this Development Plan are shown in Figure 3, Block 500 Sub -Area, Figure 4, Block 600 Sub -Area; and Figure 5, San Joaquin Plaza Sub -Area; respectively. North Newport Center Planned Community Development Plan 1 1214/07 Land Uses, Development Standards & Procedures Section I. Introduction and Purpose of Development Plan WE San Joaquin QQ Plaza /SRQACRU'e]R 4� ?N i CL �y Block 6D0 a( �s Po x SANTA RO ADR 't Fashion Island Block Regional Center Soo J z r x, c o ro sr _ vy 8 P O P- ❑ Planned Community 10 m ,r i FP 1171 Figure 1 — North Newport Center Planned Community North Newport Center Planned Community Development Plan 2 1214107 1, /1 u r1 L_J r -1 L J C l r1 L_J N o� v d G2 Q� s U bdra Rd Land Uses, Development Standards 8 Procedures Section I. Introduction and Purpose of Development Plan 6 Cr ,..port Cenee,: _ sa z Planned Community �7 Not included in Planned Community North Newport Center Planned Community Development Plan 12/4/07 O Nicolas Dr ,a so/;, Dr dC, 0-O °o [7 Figure 2 — Fashion Island Sub -Area 7 Land Uses. Development Standards & Procedures Section I. Introduction and Purpose of Development Plan San Joaquin Hills Rd 4 -� Or Planned Community Not included in Planned Community n INI Figure 3 — Block 500 Sub -Area North Newport Center Planned Community Development Plan 4 1214107 n, J r, IM Land Uses. Development Standards & Procedures Section I. Introduction and Purpose of Development Plan SO�� ✓O fort Center 'L r- i Planned Community Not included in Planned Community HN Figure 4 — Block 600 Sub -Area North Newport Center Planned Community Development Plan 5 12/4/07 J San a� a� a� O CO Joaquin Land Uses, Development Standards & Procedures Section I. Introduction and Purpose of Development Plan Hills Rd v v. n Planned Community r —� JNot included in Planned Community Figure 5 — San Joaquin Plaza Sub -Area North Newport Center Planned Community Development Plan 6 12/4/07 Land Uses, Development Standards & Procedures Section I. Introduction and Purpose of Development Plan B. Relationship to Municipal Code Whenever the development regulations of this plan. conflict with the regulations of the Newport Beach Municipal Code, the regulations contained herein shall prevail. The Municipal Code shall. regulate this development whenever regulations are not provided within these district regulations. All words and phrases used in this North Newport Center PC Development Plan shall have the same meaning and definition as used in the City of Newport Beach Municipal Code unless defined differently in Section V Definitions. The Municipal Code referred to herein is,the version of the Code in effecton the date this Planned Community is approved and specifically includes Title 15 of the Municipal Code (Buildings and Construction) Title 19 of the Municipal Code (Subdivisions) and Title 20 of the Municipal Code (Planning and Zoning) but specifically excluding all other sections of the Municipal Code including Title 5 of the Municipal Code (Business Licenses and Regulations). C. Relationship to North Newport Center Design Regulations .Development in North Newport Center shall be. regulated by both the Development Plan and the Design Regulations, which is.provided as Appendix A. North Newport Center Planned Community Development Plan 7 12!4/07 Land Uses, Development Standards & Procedures Sect on IL Land Use and Development Regulations 11. Land Use and Development Regulations A. Permitted Uses 1. General Permitted uses are those uses set forth in this Section for each sub -area as shown on Table 1. The uses identified within the table are not comprehensive but rather major use categories. Specific uses are permitted consistent with the definitions provided in Section V of this Development Plan. Uses determined to be accessory or ancillary to permitted uses, or residential support uses to perr itted uses are also permitted. The Planning Director may detertnine other uses not specifically listed herein, provided they are consistent with the Regional Commercial and Mixed -Use General Plan districts, the purpose of this Planned Community Development Plan, and the purpose of the sub -area in which the property is located. Table 1 -North Newport Center Land Use Regulation Table Uses Fashion Island Block 500 Block 600 San Joaquin Plaza BankslSavings and Loans P P P P - With drive through services MUP MUP MUP MUP Business, Government and Professional - P P P Fnnergency Healthcare P P P Management and Leasing Offices P P P P Office, Medical and Dental - R P P Public Safety Facilities P P P P Commercial Recreaiion and Entertainment P MUP MUP MUP Cultural and Institutional UP p P P . Day Care P P P P Day Spas MUP MUP MUP MUP Eating and Drinking Establishments P" P`* P•• P. Bars/Cocktail Lounges MUP UP UP UP Personal Improvement MUP P P P - Heathfilness Clubs MUP P P P Personal Services P P P P Residential _ P P P Retail Sales P P P P Animal Sales and Services MUP MUP MUP MUP Medical Retail P P P P Visitor Accommodations UP UP UP UP .P = Permitted - UP = Use Permit MUP = Misr use Pert Issued by the Planning Director ` =A Minor Use Permit Issued by the Planning Director is Required for the Sale of Alcohol A` Ise Permit is Required for the Sale of Alcohol — = NotPermtted . North Newport Center Planned Community Development Plan y. 1214107 Land Uses, Development Standards & Procedures Seaton II. Land Use and Development Regulations 2. Open Space Corners The passive landscape areas on the following comers shall be limited to landscaping, and Project Identification Signs. San Joaquin Hills Road and Avocado, Avocado and San Nicolas Drive, San Joaquin Hills Road and Santa.Rosa Drive, San Joaquin Hills Drive and Santa Cruz Drive (northwest and southeast corners), and San Joaquin Hills Drive and Jamboree Road 3. Special Events The general regional Mixed -Use nature of North Newport Center results in a variety of special events and temporary uses throughout the year. Special community events, such as parades, trade shows, car shows, pageants, community concerts, outdoor displays, recreation/entertainment events and temporary structures are permitted within the North Newport Center Planned Community consistent with the following provisions: a. If the event takes place on private property within Fashion Island the event is not regulated so long as it does not displace required. parking. Such events must comply with the City's Municipal Code related to noise control and other pertinent standards. b., if the event takes place anywhere else within North Newport Center or the public right- of- -way, such events arepermitted as long as they comply with the Municipal Code. B. Development Limits The development limits in this Development Plan are consistent with those established by the General Plan and are identified in Table 2 below. Development limits may be modified through the approval of a Transfer of Development Rights. Carts, kiosks, and temporary uses are permitted and are not counted towards square footage development limits. Table 2 - Development Limits A. Hotel moms are permitted in Fashion Island through the transfer of development rights. B. 65 additional hotel rooms may be located in Block 500, Block 600 or San Joaquin Plaza. C. Residential units are permitted in Block 500; Block 600 and San Joaquin Plaza so long as the total number of units does not exceed 430 units. I North Newport Center Planned Community Development Alan 10. 12!4/07 Fashion San Joaquin Land Use Island Block 500 Block 600 Plaza Total Regional Commercial 1,619,525 0 0 0 1,619,525 square feet square feet Movie Theatre 1,700 seats 0 0 0 1,700 seats (27,500 square (27,500 square feet) feet Hotel A (B) 425(B) (B) 490 Residential 0 (C) (C) C 430 OffigxlCommereial 0 265,142 1,001,634 337,261 1,746,979 square feet square feet square feet square feet A. Hotel moms are permitted in Fashion Island through the transfer of development rights. B. 65 additional hotel rooms may be located in Block 500, Block 600 or San Joaquin Plaza. C. Residential units are permitted in Block 500; Block 600 and San Joaquin Plaza so long as the total number of units does not exceed 430 units. I North Newport Center Planned Community Development Alan 10. 12!4/07 Uses, Development Standards & 1. Fashion Island The total gross floor area for Fashion Island is 1,619,525 plus the 1,700 -seat movie theater. The movie theater building area is equivalent to and may be converted to 27,500 square feet of retail development. The conversion of the movie theater to retail space shall not require any additional parking. The gross floor area for Regional Commercial development is the total horizontal floor area of all floors of a building within the exterior walls thereof, measured in square feet,. exclusive of common areas such as, but not limited to: covered malls and walkways, carts, kiosks, open or roofed patio areas (defined by planters, awnings, shade structures, fences or rails),. covered entries, covered parking, driveways or loading areas. 2. Mixed -Use Sub -Areas The Mixed -Use blocks include Block 500, Block 600 and San Joaquin Plaza. Up to 430 residential units and 490 hotel rooms are permitted within the Mixed -Use blocks. Residential and hotel uses are measured on a per unit basis. The gross floor area for all other permitted uses is the total enclosed area of all floors of a building measured to the outside face of the structural members in exterior walls, including .halls, stairways, elevator shafts at each floor level, service and mechanical equipment rooms and basement or attic areas having a height of more than seven feet. Development limits for residential uses are based on unit counts, and are not within square footage limits. Resident support uses are not included in the square footage development limits and shall not require parking. 3. Transfer of Development Rights .The transfer of development rights among, sub -areas of this Planned Community and to /from other areas in the Newport Center/Fashion Island District identified in the General Plan is allowed in :accordance with the General Plan. Development rights may be transferred through a change in location of use(s) and/or a conversion of non- residential use to any other non - residential use allowed by the General Plan and this Planned Community Development Plan or applicable zoning at the receiving site(s). Residential use may be. relocated, but may not be converted to or from another use. The transfer of development rights may occur only if the transfer will not result in any adverse traffic impacts and will not result in greater intensity than development allowed without the transfer. North Newport Center Planned Community Development Plan 11 12/4/07 • • • •0 • • • • • THIS RAGE LEFT BLANK INTENTIONALLY • • • • • •0 • • • • • • • • •' • • • • • •; • • • Land Uses, Development Standards & Procedures Section III, Site Development Standards III. Site Development Standards The following site development standards shall apply to the . North Newport Center Planned Community. A.. Permitted.Height of Structures 1. Standards for Allowable Heights Allowable heights are determined by sub -area. All building heights are measured at finished grade. Fashion Island: The maximum heights of structures within Fashion Island are depicted in Table 3, Fashion Island Height Limits. Table 3 — Fashion Island Height Limits Building Type Height Major Buildings 125' Mall Buildings 75' .Parking Structures 55' Periphery Buildings 40' Block 500: The maximum height of all structures in Block 500 shall be 295 feet as measured from finished grade. Block 600: The maximum height of all structures in Block 600 shall be 295 feet as measured from finished grade. San Joaquin Plaza: The maximum height of all structures in San Joaquin Plaza shall be 65 feet as measured from finished grade. 2. Standards for Buildings Over 200 Feet in Height a. Aviation Compatibility Prior to issuance of building permits, the project applicant must demonstrate that the following conditions have been satisfied. New development shall be required to comply with the following conditions related to the Airport Environs Land Use Plan (AELUP) for the John Wayne Airport: 1. For development of structures that exceed 200 feet in height above ground level at a development site, applicants shall file a Notice of Proposed Construction or Alteration with the Federal Aviation Administration (FAA) (FAA Form 7460 -1). Following the FAA's Aeronautical Study of the project, projects must comply with conditions of approval imposed or recommended by the FAA. Subsequent to the FAA findings, the City shall refer the project to the Airport Land Use Commission (ALUC) of Orange County for consistency analysis. North Newport Center Planned Community Development Plan 13 12/4/07 U 2. No buildings within the North Newport Center Planned Community area shall penetrate the FAA Federal Aviation Regulations (FAR) Part 77 imaginary obstruction surface for John Wayne Airport. 3. Applicants shall file a Notice of Proposed Construction or Alteration with the FAA (Form 7460 -1) for any construction cranes that exceed 200 feet in height above ground level. b. Shade Standards Prior to issuance of a building permit for a structure over 200 feet in height that has the potential to shade residential areas north of San Joaquin Hills Road, a shade study shall be prepared by the applicant and submitted to the City. The shade study shall demonstrate that the new development will not add shade to the designated residential areas beyond existing conditions for more than three hours between the hours of 9:00 a.m. and 3:00 p.m. Pacific Standard Time, or for more than four hours between the hours of 9:00 a.m. and 5:00 p.m. Pacific Daylight Time. The shade study shall be prepared to the satisfaction of the Planning Director and the Planning Director shall determine conformance with the standards identified herein as part of the plan review process. B. Setback Requirements Setbacks for the four sub -areas are listed below. Setbacks for surface parking must be screened using hedges, landscaping or other similar methods. Setbacks are the minimum distance from the property + . line to building, parking structure, or parking lot. Fashion Island Newport Center Drive: 10 feet; may be reduced to 0 feet by the Planning Director through the plan review process., Block 500 Newport Center Drive: 15 feet Santa Rosa: 15 feet San Joaquin. Hills: 15 feet San Nicolas: 15 feet Block 600 Newport Center Drive: 15 feet Santa Cruz: 15 feet San Simeon: 15 feet — setbacks for parking structure access points may be reduced by the Planning Director. through the plan review process San Joaquin Hills: 15 feet — setbacks for parking structure access points may be reduced by the Planning Director through the plan review process Santa Rosa: 15 feet Center Drive (e /w): 0 feet Center Drive (n/s): 0 feet North Newport Center Planned Community Development Plan 14 1varo� I Land Uses, Development Standards &.Procedures Section III. Site Development Standards San Joaquin Plaza San Joaquin Hills: 15 feet Santa Cruz: 15 feet San Clemente: 15 feet Santa Barbara: 15 feet C. Parking Requirements 1. General Standards, Parking requirements are based on gross floor area (as defined in the Development Limits for Fashion Island) for regional commercial uses, net floor area for office/commercial uses, and unit counts for hotel rooms and residential units. Kiosks for retail sales, covered or uncovered, shall not be included in the calculation of required parking. Accessory, ancillary and resident support uses for hotel and residential developments shall not be included in the calculation of required parking. Parking requirements for North Newport Center are shown below on Table 4, North Newport Center Parking Requirements. Table 4 - North .Newport Center Parking Requirements Land Use P;i ng Requirement Regional Commercial 3 spaces per 1,000 square feet' Movie Theater 3 spaces:per 1,000 square feet Office f space per 375 square feet Medical Office Municipal Code Hotel Municipal Code Residential 2 spaces per unit includes 1 covered; plus 0.5 spaces per unit up to 50 units, then 025 spaces per unit thereafter for guest parking Other Municipal Code For Block 500 and Block 600, office parking shall be provided at a rate of d space per 375 square feet. For San Joaquin Plaza, a parking management plan shall be required to utilize the parking ratios identified in Table 4 to demonstrate provision of adequate parking. If a parking management plan is not prepared for San Joaquin Plaza, parking shall be provided per the Municipal Code. 2. Valet Parking. Valet parking and satellite parking with shuttle service that involves use of the public right -of -way shall require approval:by the City Traffic Engineer. 1 The parking requirement during the peak sessonal.period is 4 spaces per 1,000 square feet per an existing parking management plan. North Newport Center Planned Community Development Plan 15 1 '7iam7 Land Uses, Development Standards & Procedures Section III. Site Development Standards I Parking Management Plan Parking management plans may be prepared if the applicant wishes to deviate from the parking standards identified above. Parking management plans may address issues such as modified parking requirements based upon complimentary peak hour demand of uses, off peak shared parking between sub - areas, drop off and valet services on private property, and tandem parking. The parking management plan shall.take into account properties that are not part of the Planned Community district, but which are served by parking located within the district, and ensure that no detrimental effects to the existing parking for such properties occur. A parking management plan shall only consider parking within the Planned Community district. Parking management plans shall be prepared by an independent traffic engineer at the applicant's expense. Parking management plans shall be approved by the City. Traffic Engineer prior to the issuance of building permits. D. Landscaping Landscaping shall be installed subject to. the following standards; and maintained in a healthy, weed- . free condition, free of litter and so as not to interfere with traffic safety I . Surface Parking Lot Landscaping: Parking lots shall be landscaped at a minimum of 1 tree per 5 parking spaces. The minimum size of trees shall be 24 -inch box. 2. Water Conservation: Satellite linked irrigation controllers or appropriate best management practices shall be incorporated into landscape design for new construction. I. E Lighting Parking lots and walkways accessing building and parking areas shall be illuminated with a minimum maintained 0.5 foot - candle on the driving or walking surface during the hours of operation and one hour thereafter. Indirect, .decorative halo banding along the top of.buildings is permitted. F. Signs I. General Sign Standards All permanent and temporary signs in North Newport Center that are visible from public right -of- ways and public property shall be consistent with the provisions of these sign standards, unless otherwise approved by the Planning Director. All permanent and temporary signs that are not visible from public right -of -ways are not limited in quantity, size, location, or design. Sign illumination is permitted for all sign types. Signs that are.visible from public right -of -ways must consist of individual fabricated letters; or routed- out letters in an opaque background. Enclosed "box" or. "can" signs are not permitted, unless they are logos. All commercial uses are permitted to place at each entry an incidental sign located at or below eye level to be visible to pedestrians, and shall not exceed six square feet. North Newport Center Planned Community Development Plan 16 vwAi 7 . Land Uses, Development Standards & Procedures Section III. Site Development Standards. In addition to other signs permitted in this section, signs used to give direction to vehicular or pedestrian traffic are permitted. Sign content shall not be limited. Signs shall be subject to the review of the City Traffic Engineer to ensure adequate sight distance in accordance with the provisions of the Municipal Code. Directional signs that are visible from public right -of -ways are limited to a maximum of 10 square feet in size but are not limited in quantity, location, or design. Temporary signs that are visible from public right -of -ways and intended to be displayed for 60 days or less are permitted for purposes related to special events, holiday activities and .store openings. Detailed standards for temporary signs are contained below. A- comprehensive sign program may be prepared if the applicant wishes to deviate from the sign standards identified herein. Comprehensive sign programs shall be submitted for review and consideration in accordance with the provisions of the Municipal Code. Sign programs in place prior to this writing, including the Island Hotel and Leasing Sign Programs, shall remain in place. Z. Restricted Sign Types. Signs visible from public right -of -ways are subject to the following restrictions: a. No, rotating, flashing, blinking, or signing with animation shall be permitted on a permanent basis. b. No signs shall be permitted which imitate or resemble official traffic signs or signals. C. No wind signs or audible signs are permitted. Animated signs. visible from public streets are not allowed unless otherwise permitted by the Municipal Code: 3. Sign Standards for Fashion Island In addition to the general sign standards identified above, specific sign standards for Fashion Island are provided in Table 6, Fashion Island Sign Standards below. Table 6 - Fashion Island Sign Standards North Newport Center Planned Community Development Plan 17 12/4/07 Maximum Sign Maximum Letter/ Sign Type Location Maximum Number Size Logo Height Shopping Center Each vehicle entry drive 2 per entry drive 100 square feet - Wentification Sign location (one on each side) 10 feet high Major Tenant Sign Exterior walls or parapets 1 sign per building - 10 feet of buildings elevation (maximum 4 signs for each major tenant Freestanding Exterior wails or parapets. 1 sign per building - 3 feet Commercial of buildings elevation (maximum 4 signs for each building or structure Monument 1 per building 50 square feet. - 5 feet high North Newport Center Planned Community Development Plan 17 12/4/07 Land Uses, Development Standards 8. Procedures Section III. Site Development Standards 4. Sign Standards for Mixed -Use Blocks In addition to the general sign standards identified above, specific sign standards for the Mixed -Use blocks are provided in Table 7, Sign Standards for Mixed -Use Blocks below. Primary building address.numbers shall be visible from the street (and/or pedestrian walkways in the case of necessity), and be located on the building so that they are visible from adjacent frontage roads and designated parking areas, except for the buildings at 500 and 550 Newport Center Drive, which have their primary address numbers on the cubes along Newport Center Drive.. Secondary address signs .may be located where appropriate for on -site orientation and safety. All address signs, shall have, a consistent color, design, and, material for any given building. A single letter, style is recommended. Table 7 — Sign Standards for Mixed -Use Blocks Maximum Sign Maximum Letter/ Sign Type Location Maximum Number Sae Logo Height Tenant Sign Exterior elevations of — 1 square foot per — Sign shopping center and facing 1 per comer) each lineal foot of Newport Center Drive 1 storefront (not to 24 inches at Newport Center Drive exceed 100 square Santa Cruz Drive 2 feet 24 inches Theater Signs Facing Newport Center 1 — Theater Name: Drive (Exterior wall or 1 5 fed high .. 5 feet parapet of building which 12 feet wide Each Show Title: theater occupies, free 1 5 feet high 3 feet high standing, or on adjacent 16 feet wide. 15 feet wide Tenant Identification Signs Darldno structure 1 5 feet high 5 feet wide 5lnches Store Address Signs Each entry to store 1 per store entry 6 square feet — Entry Marker Signs To be approved by 7 signs 36 square feet (with — Planning Director 2 2 -foot overhang) 5 inches. and Santa Rosa (1 per caner 15 feet high 4. Sign Standards for Mixed -Use Blocks In addition to the general sign standards identified above, specific sign standards for the Mixed -Use blocks are provided in Table 7, Sign Standards for Mixed -Use Blocks below. Primary building address.numbers shall be visible from the street (and/or pedestrian walkways in the case of necessity), and be located on the building so that they are visible from adjacent frontage roads and designated parking areas, except for the buildings at 500 and 550 Newport Center Drive, which have their primary address numbers on the cubes along Newport Center Drive.. Secondary address signs .may be located where appropriate for on -site orientation and safety. All address signs, shall have, a consistent color, design, and, material for any given building. A single letter, style is recommended. Table 7 — Sign Standards for Mixed -Use Blocks North Newport Center Planned Community Development Plan 18 . . 1214/07 . l r f ( Maximum Maximum Letter) Sign Type . Location Maximum Number Sign Size Logo Height Project Identification Santa Rosa Drive 2 15 feet high 24 inches Sign at San Joaquin Hills Road 1 per comer) 15 feet wide Santa Cruz Drive 1 15 feet high 24 inches at Newport Center Drive 15 feet wide Santa Cruz Drive 2 15 feet high 24 inches at San Joaquin Hills Road 1 per comer) 15 feet wide San Clemente Drive 1 5 fed high .. 18 inches at Santa Cruz Drive . 12 feet wide San Clemente Drive 1 5 feet high 18 inches at Santa Barbara 16 feet wide. Tenant Identification Signs San Nicolas Drive at Newport Center Drive 1 5 feet high 5 feet wide 5lnches Between 500 and 550 Newport 1 4 fed high 18 inches. Center Drive 12 feet wide Newport Center Drive 2 5 feet high 5 inches. and Santa Rosa (1 per caner 5 feet wide North Newport Center Planned Community Development Plan 18 . . 1214/07 . l r f ( Land Uses, Development Standards & Procedures Section 111. Site Development Standards — = Not Regulated 5. Temporary Signs The following standards are intended to produce consistent sign, design for temporary signs within Newport Center. Temporary signs are to identify a future site or project; or a facility under development or offered for lease. Temporary signs that are visible from public right -of -ways and identify new construction or remodeling may be displayed for the duration of the construction period beyond the 60-day limit Signs mounted on a construction fence are allowed during construction and may be rigid or fabric. The top of the sign must be no greater than 20 feet above grade. Maximum Number:, One (1) temporary sign is permitted on a.site for each frontage street, up to two (2) signs per building, but not at the same comer of the building. Type: Single- or double -faced ground signs or wall signs. Location: If ground signs, they may be parallel or perpendicular to the roadway. If wall signs, they must be located below the sill of second floor windows. Design: Rectangular shape; rigid, permanent material; not fabric. North Newport Center Planned Community Development Plan 19 1214107 Maximum Maximum Letterl Sign Type Location Maximum Number Sign Size Logo Height . Block 600: 5 5 feet high 5 inches along Newport Center Ddve 5 feet wide Block 600: 1 7 feet high 5 inches along Santa Cruz Drive 6 feet wide San Joaquin Plaza: Along San 1 each 6 feet high 5 Y, inches for Tenant Joaquin Hills Road; Santa Cruz 12 feet wide Identification Ddve; San Clement Drive 18 inches for Project identification Landscape Wall Sign Block 500: facing Newport Center — — 18 inches Drive Block 600: facing streets 2 facing San Joaquin — 18 inches Hills; 5 facing Newport Center Drive;1 facing Santa Rosa Building Sign On building elevation 2 per Primary Tenant — Primary Tenant - 1.per Secondary 24 inches Tenant Secondary Tenant - 16inches Building Address Signs On building elevation 1 each — 24 inches (additional address signs may be located where appropriate for on-site orientation Freestanding Building Santa Rosa Ddve at Newport 1 each — 18 inches Address Signs Center Drive; San Nicolas Drive at Newport Center Drive; Santa Cruz at Newport.Center Drive; San Joaquin Hills Road Advisory Signs . Parking Lots As appropriate for 4 feet high — safety and orientation Drive Through Signs — 1 per tenant per 8 feet wide 15 inches elevation, up to 2 on walls of structure — = Not Regulated 5. Temporary Signs The following standards are intended to produce consistent sign, design for temporary signs within Newport Center. Temporary signs are to identify a future site or project; or a facility under development or offered for lease. Temporary signs that are visible from public right -of -ways and identify new construction or remodeling may be displayed for the duration of the construction period beyond the 60-day limit Signs mounted on a construction fence are allowed during construction and may be rigid or fabric. The top of the sign must be no greater than 20 feet above grade. Maximum Number:, One (1) temporary sign is permitted on a.site for each frontage street, up to two (2) signs per building, but not at the same comer of the building. Type: Single- or double -faced ground signs or wall signs. Location: If ground signs, they may be parallel or perpendicular to the roadway. If wall signs, they must be located below the sill of second floor windows. Design: Rectangular shape; rigid, permanent material; not fabric. North Newport Center Planned Community Development Plan 19 1214107 Land Uses; Development Standards & Procedures Section III. Site Development Standards Mounting Technique: Flush with building; entirely on glass or entirely on a wall surface; not overlapping glass or wall surface. Duration: Signs may exist from the time of lease or sale of the parcel until .the construction and/or leasing of the facility is complete. G. Residential Compatibility In keeping with the purpose of Fashion Island and the Mixed -Use sub - areas, permitted uses in North Newport Center include uses and events that have the potential to generate noise. Due to the day /evening use of Fashion Island in particular, noise generating activities, lighting, odors from restaurants, and similar occurrences are produced and take place during all hours of operation. Such uses and events are required to comply with the City's Municipal Code regulating these uses. Disclosures shall be made to prospective buyers/tenants of residential developments that there is an expectation for noise levels higher than in typical suburban residential areas as part of the Mixed -Use concept within North Newport Center. Additionally, the disclosure shall indicate that there is an expectation for lighting, odors and similar occurrences in a Mixed -Use setting as compared to suburban residential areas. H: Residential Open Space Requirements The following open space standards shall apply to residential development projects 1. Common Outdoor Open Space Each project shall provide common outdoor open space. either at grade, podium level, or roof level. Common outdoor open space areas shall have a minimum dimension of 30 feet and may'.contain active and/or passive areas and a combination of hardscape and landscape features, but a minimum of 10 percent of the common outdoor open space must be landscaped. All common outdoor open space must be accessible to all residents. Projects shall provide a minimum of 5 percent common outdoor . open space based on the residential lot area. 2. Common Indoor Space Each project shall provide at least one community room of at least 500 square feet for use by all residents of the project. The area should be located adjacent. to, and accessible from, :common outdoor open space. This area may contain active or passive recreational facilities or meeting space, and must be accessible through a common corridor. 3. Private Open Space At least 50 percent of all dwelling units shall provide private open spare, on a balcony, patio, or roof terrace, with a minimum area of 30 square feet each and an average horizontal dimension of 6 feet. Balconies should be proportionately distributed throughout the project in relationship to floor levels and sizes of units. For any project 8 acres or larger, open spare shall be provided in accordance with the General Plan. North Newport Center Planned Community Development Plan 20 12/4/07 r i r ',r Land Uses, Development Standards & Procedures Section IV. Planned Community Development Plan Administration IV. Planned Community Development Plan Administration A. Process for New Structures Purpose and Intent The purpose of the Plan Review process is to provide for review of development proposals for new structures within the North Newport Center Planned Community district. Prior to the issuance of a building permit, all development .proposals shall be subject to a Plan Review by the Planning Director for review to determine compliance with the Planned Community Development Plan and North Newport Center Design Regulations. Signs, tenant improvements, carts, kiosks, temporary structures and uses are exempt from this provision. 2. Submittal Contents Each Plan Review submittal or amendment thereof shall contain sufficient details for a thorough review of the relationships between uses on the site and on adjacent sites consistent with the Development Plan and the Design Regulations. At the discretion of the Planning Director, the requirements for submittal of a Plan Review may be altered from those set forth below when the Director determines that other information will be sufficient to allow a, thorough review of the project by the approving authority. Submittals for Plan Review shall include plans that contain the following elements in addition to the City's submittal requirements for plan check: a. Existing Conditions including Adjacent structures and proposed improvements b. Floor Plans C. Elevations, that clearly demonstrate the architectural theme. of each face of all structures, including walls and signs, illustrating the following: 1) All exterior materials 2) All exterior colors. 3) Building heights A Parking management plan (where applicable) e. Preliminary Landscape Plan, illustrating: i) General location of all plant materials, by common and botanical names 2) . Size of plant materials 3) Irrigation concept f.. Lighting Plan; including: locations, fixture height, lighting fixture product type and technical specification g. Permitted and proposed floor area, number of hotel rooms, theater seats, and/or residential units h. Statement of consistency with the General Plan, Planned Community Development Plan and Design Regulations i. Any additional background and supporting information, studies or materials that the Planning Director deems necessary for a clear representation of the projects j. Shade analysis if required k. Open Space Plans for residential projects North Newport Center Planned Community Development Plan 21 12/4/07 Land Uses, Development Standards & Procedures Section IV. Planned Community Development Plan Administration 3. Review and Action Submittals shall be reviewed by the Planning Director, and the Planning Director shall approve the project if he /she makes the following findings: a. The proposed use and/or development is consistent with the General Plan. b. The proposed use and/or development .is consistent with the North Newport Center PC Development Plan and Design Regulations. The Planning .Director action is the final action unless appealed in accordance with the Municipal Code. B. Process for New Signs Applications for new signs shall follow the process identified in the Municipal Code. Submittal shall be reviewed for consistency with the Development Plan and Design Regulations. C. Transfer of Development Rights The following procedure shall be used for the transfer of development rights. 1. The project applicant shall submit an application to the Planning Director, which identifies the quantity of entitlement (floor area, hotel rooms, theater seats) to be, relocated, and the sending .and receiving sites. If the requested transfer includes the conversion of non - residential uses, the application shall also identify the quantity of entitlement, by use category, before and after the transfer. 2. The City Traffic Engineer shall perform a traffic analysis to determine the total number of PM peak hour trips that would be generated by development allowed with and . without the transfer. Trip generation rates shall be based on standard trip generation values in the current version of 1TE's "Trip Generation," unless the Traffic Engineer determines that other rates are more valid for the uses involved in the transfer. 3. Depending on the location of the sending and receiving sites, the Traffic Engineer may determine that a more detailed traffic analysis is required to determine whether adverse traffic impacts will result from the transfer. This analysis shall demonstrate whether allowed development, with and without the transfer, would either cause or make worse an unsatisfactory level of service at any ,primary intersections for which there is no feasible mitigation. This analysis shall be consistent with the definitions and procedures contained .in' the Traffic Phasing Ordinance of the Municipal Code, except that. "unsatisfactory level of service" shall be as specified in the General Plan. 4. If the transfer request involves the .conversion of uses, the Planning Director shall perform a land use intensity analysis to determine the floor area that could be. developed with and without the transfer. For purposes of this analysis, theater use shall be allocated 15.square feet per seat. Hotel use shall be allocated the number of square feet per room at which it is included in the General Plan. When the General Plan does not specify intensity for hotel rooms, it shall be as determined by the Planning Director.. i North Newport Center Planned Community Development Plan 22 1214107 Land Uses, Development Standards & Procedures Section IV. Planned Community Development Plan Administration 5. Applications for transfer of development rights shall be considered by the City Council. The City Council shall approve a transfer of development rights only if it finds that the transfer will result in no more trips and no greater intensity of land use than the development allowed without the transfer. In addition, if the traffic study in Subsection c. is required, the City Council shall approve the transfer only if it results in no greater traffic impact than the development allowed without the transfer. North Newport Center Planned Community Development Plan 23 1214107 • • • •• • • i • • THIS PAGE LEFT BLANK INTENTIONALLY • •0 •; Land V. Definitions & Procedures All words and phrases used in this North Newport Center PC shall have the same meaning and definition as used in the City of Newport Beach Municipal Code unless defined, differently in this section. Advisory Sign: Any sign that contains directional or safety infoimatiom does not contain advertisements. Audible Signs: Any sign that uses equipment to communicate a message with sound or music. Banks/Savings & Loans: Establishments that provide .a full range of retail banking and mortgage loan services to individuals and businesses. Includes only those institutions engaged in the on -site circulation of cash money. Also includes businesses offering check cashing services. Drive- through or drive -up service included. . Building Elevation: The exterior wall surface formed by one (1) side of the building. Business, Government and Professional: Offices of firms, individuals or organizations that provide professional, executive, management or administrative services (e.g., architectural, engineering,, government, insurance, investment, legal, planning, etc.). Includes adminis- trative, clerical or public contact offices of a government agency, including incidental storage and maintenance of vehicles. Support retail and service uses also allowed. Emergency Heath Care: Establishments that provide emergency medical service with no provision for continuing care on an inpatient basis. Public Safety Facilities: Police, fire, paramedic and emergency service facilities. Carts and Kiosks: Carts and kiosks are small, freestanding structures -used for retail sales and services. Generally mobile in terms of ease of relocation, the structures can be seasonal, temporary or for a more permanent use. Commercial, Recreation and Entertainment: Establishments providing parti cipant or spectator recreation or. entertainment, either indoors or outdoors, for a fee or admission charge: Illustrative examples of these uses include: - arcades or electronic games centers having three or more coin - operated game machines - bowling alleys - billiard parlors - cinemas ice/roller skating rinks live entertainment pool rooms tennis/racquetball courts - theaters Cultural Institutions: Public or private institutions that display, or preserve objects of community, or cultural interest in one or more of the arts or sciences. North Newport Center Planned Community Development Plan 25 12/4!07 Land Uses, Development Standards & Procedures Section V. Definitions Department Store: A store selling a wide variety of goods or services arranged in several departments. Day Care: Non - medical can and supervision of children or adults on a less than 24 hour basis, including nursery schools, preschools, and day care centers. Day. Spas: Establishments that specialize in the full complement of body care including, but not limited to, body wraps, facials, pedicures, make -up, hairstyling, nutrition, exercise, water treatments and massage which is open primarily during normal daytime business hours and without provisions for overnight accommodations. Eating and Drinking Establishments: Establishments engaged in serving prepared food or beverages for consumption on or off the premises. Bars and Cocktail Lounges: Establishments engaged in selling or serving alcoholic beverages for consumption on the premises or establishments having any of the following characteristics: - Licensed as a "public premises" by the California Department of Alcoholic Beverage Control. - Provides an area for serving alcoholic beverages that is operated during hours not corresponding to regular meal service hours. Food products sold or served incidentally to the sale.or service of alcoholicbeverages.shall not be deemed as constituting regular food service. Entry Marker Sign: Sign used to, provide information on activities and events, as. well as advertise stores and shops within a shopping center. Eye Level: The height of 5 feet measured from grade. Freestanding Commercial: Any building with a commercial use which is separated from other commercial uses by parking and/or streets. Internal Pedestrian Street: Any walkway, path, plaza, arcade or corridor, either covered or open to the sky, which is primarily for use by people on foot and. is not adjacent to the frontage road or common parking areas.. Major Building: A mall building over 50,000 square feet. Major Tenant: A store or restaurant having a minimum of 10,000 square feet of floor space, which is located within or between other commercial buildings. Mall Building: Retail buildings where stores front a pedestrian walkway, which may be enclosed . or open. Medical Retail: Sales of medical goods or services. that are retail oriented. Illustrative examples of these uses include: eye exam, eyeglass/contact lens sales skin treatments body scanning - . dental enhancement treatments Minor Use Permit: Use permit issued by the Planning Director. North Newport Center Planned Community Development Plan 26 1214/07 i f Land Uses, Development Standards & Procedures Section V. Definitions Monument Sign: Any sign that is supported by its own structure and is not part of or attached to any building. Parking Structure: Structures containing more than one story principally dedicated to. parking. Parking structures may contain accessory, ancillary and resident support uses. Periphery Building: Building located along the ring of Fashion Island adjacent to Newport Center Drive., Personal Improvement: Includes those services that are personal and that promote the health and well-being of an individual. Personal Services: Establishments that. provide recurring services of a personal nature. Illustrative examples of these uses include: - barber and beauty shops . - clothing rental shops - dry cleaning pick up store with limited equipment - dry cleaning with no on -site equipment . home electronics and small appliance repair postal services locksmiths self- service laundries shoe repair shops tailors and seamstresses tanning salons printing & duplicating travel agencies/services -. . nail salon Podium Level:A superposed terrace conforming to a building's plan, a continuous pedestal;. a level of vertical segregation linking separate areas. Primary Tenant: The largest tenant of a building. Project Identification Sign: A free- standing (single or double faced) monument sign containing the project name. Regional Commercial Gross Floor Area: Refer to Section II.B.1 above. Residential: An area within a structure on a parcel that contains separate or, independent living facilities for one or more persons, with area or equipment for sleeping, sanitation or food preparation. Resident Support Uses: Uses within residential developments and residential parking structures designed, oriented, and intended to primarily serve building occupants.. This includes uses such as dry cleaners, coffee vendors, .and sundry shops. Such uses must be consistent with the pertinent regulations in Table 1. North Newport Center Planned Community Development Plan 27. 17J4l07 Land Uses, Development Standards 8 Procedures Section V. Definitions. Retail Sales: Stores and shops which sell various lines of merchandise for profit. This includes the sales of non - durable and durable goods to customers. Illustrative examples of . these stores and lines of merchandise include: antiques appliances artists supplies automotive accessories (no installation) animal sales and services bakeries - bicycles books - cameras and photographic supplies - carpeting and floor covering - clothing and accessories - convenience markets/stores - department stores . - drug and discount stores - dry goods. electronic equipment (including automotive installation) food and beverages gift shops handcrafted items hardware hobby materials jewelry real estate information center luggage and leather goods medical supplies and equipment musical instruments, parts and accessories office supplies paint and wallpaper pharmacies shoe stores specialty shops sporting .goods and equipment supermarkets .. tobacco toys and games Secondary Tenant: A small tenant; not the primary tenant of an office building. Sign: Any media, including their structure and component parts which are used or intended to.be used out -of -doors to communicate information to the public. Sign Area: The area enclosed by a rectangle drawn around the working, numbers or images composing the sign. Sign Face: The physical plane and/or surface upon which the working or images.are applied { North Newport Center Planned Community Development Plan 28 12/4 /07 Land Uses, Development Standards & Procedures Section V. Definitions Sign Letter: The individual symbols of the alphabet used in forming the words of a message. Shopping Center Identification Sign: A monument sign identifying a shopping center. Tenant Sign: Any permanent sign of an establishment that is located on or attached to the storefront elevation, a covered walkway, or an awning for the purpose of communicating the name of the tenant. Temporary Sign: Any sign, banner, permant, valance, or advertising display constructed of . cloth, canvas, plywood, light fabric, .cardboard, wallboard or other light materials, with or without frames, intended to be displayed for a limited period of time. Theater Sign: Any .permanent sign used to communicate to the public the name of a theater and the show(s) or movie(s) that are offered. Vehicle Entry: Any intersection points along the public right -of -way that provide access for automobiles. Visitor Accommodations: Establishments offering lodging rooms, including bed and breakfasts, inns, hotel, and motels. Incidental support facilities are included within these uses: Wind Sign: A series of similar banners or objects of plastic or other light material more than 2 inches in diameter which are fastened together at intervals by wire, rope, cord, string or by any other means, designed to move and attract attention upon being subjected to pressure by wind or breeze. North Newport Center Planned Community Development Plan 29 12/4107 Land Uses, Development Standards & Procedures Appendix — Design Regulations NORTH NEWPORT CENTER DESIGN REGULATIONS I North Newport Center Design Regulations 1118107 �North Newport Center Design Regulations 11 18107 � � � Land Uses, Appendix — Design —"--_— L lntn>Jon6ou—..--...----`—`--^--------------'`—.—.-----.....--1 A. �D�� ru�/v:� ��oe0o/unoum ........................ ................................. ........................................ -'i ]0. Newport Center Design Framework ....................................................................... .............. .......... l C. }QorU. Newport Center ..................................................... ......... ......................... ............................. 4 IL Design Regulations ................................................... .......................................................................... 7 Using these Regulations ----.'.—.----'—`----`--`-`------..'_—'----.-7 A. Building Location and Massing --..-----.----------`-----..------.7 L Site Planning Elements -------`—````---'-----'—.—.-------.—J 2. Building Envelope ..................................................................................... ............................ 9 IBuilding Character and Style ................................................................................................. 9 /i t�uildbg, Materials and Colors ....................................................................... m ................. 'll .5. Parking Structures ................................................................................................................ ll EL Landscape ................. ...................................................................................................................... l2 LOveodl Landscape ......................................... ...................................................................... l2 2. Perimeter and ShnvL Landscape .............................................. —.—_----..--...-l3 3. 9addogL` —_ ..................................................................................................... 4. loteoo8 Landscape —..'—``-------_—'—'--'`---.--.----------.l5 C. C�*�udou � �'---'`---`—`--`------_'--'`—'-----'`------``--`15 � I. Streets and Pedestrian Activity ............................................................................................ l5 Emergency I Service and -----`````'--`^---'.—..--....—'�----''19� � l�`� � �amoo� .—...-----` ............................................................................................ 2D D. Orientation -and identity ............................................................................................... .......... .... 2l xm'�wuyx and Entrances ..................................................... ................................................ %l %. � View Corridors ................... .......................................... ..-------..----.—_.22 3. Landmarks ............................................................................................................................ 23 4. Si9o»8e ........................................ ............................................................................... ........ 24 �North Newport Center Design Regulations 11 18107 � � � Land Uses, Development Standards & Procedures Appendix — Design Regulations Introduction A. Purpose of Design Regulations The Design Regulations expand upon the regulations set forth in the Planned Community Development Plan. The Design Regulations are intended to be used for reference by the City of Newport Beach as part of the plan review process. It is recognized that North Newport Center will be built and redeveloped over time and that not all regulations may be achieved nor are applicable for any given project. All new commercial and residential development shall be subject to the North Newport Center Design Regulations. Review for compliance of projects under this section shall occur through the plan review process, as defined in the Development Plan, prior to building permit issuance. B. Newport Center Design Framework Newport Center is a 600 -acre master planned area. Development within Newport Center began in the 1960s and generally has followed the following guiding principles: 1. Strong physical urban design framework which provides structure and character yet allows flexibility 2. Synergistic mix of land uses, market driven to insure economic vitality 3. Balanced and dispersed auto access 4. Organized in "blocks" and districts to break down scale and provide identity 5. Pedestrian Orientation 6. Building massing that responds to topography, with taller buildings located along San Joaquin Hills Road 7. Unifying architectural and landscape character Aerial view of bluff (circa 1960) North Newport Center Design Regulations 12/4/07 Land Uses, Development Standards & Procedures Appendix — Design Regulations Early Newport Center Planning Diagrams and Sketches (circa 1960) V t � -ter t +l 1 s z The design regulations provide standards that govern future development so that, to the extent feasible, the initial design framework is carried forward and the design and development policies from the Land Use Element of the General Plan are implemented. North Newport Center Design Regulations 2 12/4/07 Land Uses, Development Standards & Procedures Appendix — Design Regulations General Plan Policies Newport Center The following policies from the Land Use Element are for Newport Center as a whole. Development within North Newport Center should contribute toward the policies whenever possible. • Development Scale: Reinforce the original design concept for Newport Center by concentrating the greatest building mass and height in the northeasterly section along San Joaquin Hills Road, where the natural topography is highest and progressively scaling down building mass and height to follow the lower elevations toward the southwesterly edge along East Coast Highway. • Urban Form: Encourage that some new development be located and designed to orient to the inner side of Newport Center Drive, establishing physical and visual continuity that diminishes the dominance of surface parking, lots. and encourages pedestrian activity. • Pedestrian Connectivity and Amenity: Encourage that pedestrian access and uses within the district be improved with additional walkways and streetscape amenities concurrent with the development of expanded and new uses. • Fashion Island Architecture and Streetscape: Encourage that new development in .. Fashion Island.complement and be of equivalent or higher design quality than existing buildings. Reinforce the existing promenades by encouraging retail expansion that enhances the storefront visibility to the promenades and provides an enjoyable retail and pedestrian experience.. Additionally, new buildings shall be located on axes connecting Newport Center Drive with existing building to provide visual and physical connectivity with adjoining uses, where practical. Mixed -Use District and Neighborhood The following policies from the Land Use Element -are City-wide in orientation. Development Within North Newport Center should contribute toward the policies whenever possible. • Mixed -Use Buildings: Require that Mixed -Use buildings be designed to convey a high level of architectural and landscape quality and ensure compatibility among their uses in consideration of the following principles: Designand incorporation of building materials and features to avoid conflicts among uses, .such as noise, vibration, lighting, odors, and similar impacts Visual andphysical integration of residential and non - residential uses Architectural treatment of building elevation and modulation of their massing Separate and well- defined entries for residential units and non- residential businesses Design of parking areas and facilities for architectural consistency and integration among uses Incorporation of extensive landscape appropriate to its locatiotr, urbanized streetscapes, for example, would require less landscape along the street North Newport Center Design Regulations 3 12/4107 Land Uses, Development Standards & Procedures Appendix — Design Regulations frontages but integrate landscape into interior courtyards and common open spaces • Mixed -Use Building Location and Size of Non- Residential Uses: Require that 100 percent of the ground floor street frontage of Mixed -Use buildings be occupied by retail and other compatible non - residential uses, unless specified otherwise by policies for a district or corridor. • Parcels Integrating Residential and Non - Residential Uses: Require that properties developed with a mix of residential and non - residential uses be designed to achieve high levels of architectural quality in accordance with policies related to the character and quality of multi - family residential and the architecture and site design of commercial districts, be planned to assure compatibility among the uses, and provide adequate circulation and parking. Residential uses should be seamlessly integrated with non - residential uses through architecture, pedestrian walkways, and landscape. They should not be completely isolated by walls or other design elements. • Districts Integrating Residential and Non - Residential Uses: Require that sufficient acreage be developed for an individual use located in a district containing a mix of residential and non - residential uses to prevent fragmentation and assure each use's viability, quality, and compatibility with adjoining uses. C. North Newport Center North Newport Center consists of properties on the higher elevations of Newport Center between San Joaquin Hills Road and the Newport Center ring road (Blocks 500 and 600 and San Joaquin Plaza), as well as the core of Newport Center, Fashion Island. North Newport Center Design Regulations 4 12/4107 Land Uses, Development Standards & Procedures Appendix — Design Regulations To the northeast is San Joaquin Hills Road, a wide boulevard on the ridge that forms the upper edge of Newport Center. To the south and southeast are office buildings, movie theaters, restaurants, service retail, the Newport Transportation Center, the Newport Beach Central Library, and Corona del Mar Plaza, a community retail center. Adjacent uses within Newport Center are office buildings, an apartment community, .a resort hotel, art museum, police station, fire station, auto dealership, service station, and the Newport Beach County Club. North Newport Center is a mixed -use district that features an open -air regional shopping center, Fashion Island; a resort hotel; and a variety of office buildings that help form the skyline of Newport Beach; connected by a network of tree -lined streets and sidewalks, within a master planned environment featuring a consistent landscape. North Newport Center Design Regulations 5 1214/07. s • • • • THIS PAGE LEFT BLANK • INTENTIONALLY • • • Land Uses, Development Standards & Procedures Appendix - Design Regulations Il. Design Regulations Using these Regulations These regulations are intended to be used in conjunction with other applicable codes, documents, and ordinances to assess compliance of proposed projects. Each category of regulations begins with the intent, which describes the overall character that is envisioned and what objectives are necessary to attain the desired effect. A. Building Location and Massing Intent The intent of the building massing and location standards is to ensure that new development has an appropriate scale, is related to its use and location, and is properly integrated with adjoining land uses and features. 1. Site Planning Elements a. New commercial and residential buildings should respect the existing urban form, which generally consists of buildings that are organized orthogonally to create pedestrian - friendly courtyards and promenades that visually link the buildings into clusters, as seen in the diagrams below. Pedestrian promenade at Fashion Island Pedestrian courtyard at 550 Newport Center Drive Building interface at San Joaquin Plaza North Newport Center Design Regulations 7 12!4107 Land Uses, Development Standards & Procedures Appendix - Design Regulations b. In Mixed -Use sub -areas, the development of a complex of buildings is preferable to a single large structure because the varied massing provides visual interest and a human scale. Additionally, the spaces created between the various buildings provide opportunities for pedestrian plazas, courtyards and other outdoor gathering areas. C. New buildings should be oriented to and have features which reinforce and enhance the existing pedestrian experience. Mixed -Use sub -areas should emphasize pedestrian orientation by utilizing features such as plazas, courtyards, interior walkways, trellises, seating, fountains and other similar elements. d. New retail buildings should be located to enhance tenant visibility and identity, while maintaining compatible relationships with adjacent structures and street frontages. e. New buildings should be arranged to provide convenient access to entrances and efficient on -site circulation for vehicles and pedestrians. Projects should develop a comprehensive open space network that uses plazas and other open space elements to connect uses. Open space areas and the paths that link them should facilitate the integration of adjacent land uses on the site. f. New buildings with a strong street presence are encouraged in Fashion Island. g. Residential development shall provide common outdoor open space areas for residents. These areas should be configured and designed so as to address privacy for residential uses while also providing linkages to the public open space components of the project. h. Planning and developing shared facilities such as driveways, parking areas, pedestrian plazas and walkways, with adjoining properties, including those outside of the North Newport Center Development Plan, is strongly encouraged. Example of resident open space Example of office courtyard North Newport Center Design Regulations 6 12/4107 Land Uses, Development Standards &Procedures Appendix - Design Regulations 2. Building Envelope a. New buildings should respect the existing development scale, which generally consists of high -rise buildings (10+ stories) clustered along San Joaquin Hills Road at the highest point in Newport Center. .Mid -rise office buildings (5 -10 stories), low -rise office buildings, and retail development are generally .located at lower elevations. 3. Building Character and Style a. The character and style of new buildings located in Fashion Island should should be compatible with the classically inspired architecture of the existing buildings in Fashion Island. The character and style of new commercial and residential buildings located in the mixed -use sub -areas should be compatible with the existing contemporary architecture or the classically inspired architecture of the existing buildings. b. New buildings within Fashion Island should continue and enhance the existing pedestrian experience by promoting storefront visibility. o. New buildings.should reflect a timeless architecture with straightforward geometry, a unified .composition, the expression of floor levels : and structure, and solid. parapets. Trendy, short-lived, idiosyncratic architectural styles are not appropriate; although retail storefronts. may reflect the design theme of the merchant. d. The top of all roof- mounted equipment and communications devices should be below the building parapet or equipment screens in a manner that hides them from the street. e. Ground level equipment, refuse collection areas, storage tanks and infrastructure equipment should be screened from public right -of -ways views with dense landscaping and/or walls of materials and finishes compatible with .adjacent buildings. f. Above grade equipment, including backflow preventers at domestic water meters, irrigation controllers, and cable television :pedestals should not be visible from. public right -of -ways, when feasible. g. Chain link fencing is not allowed, except to screen construction areas. h.. Avoid Iong, continuous blank walls, by incorporating a variety, of materials and design treatments and/or modulating and articulating elevations to promote visual interest. . North Newport Center Design Regulations 9 12/4107 Land Uses, Development Standards & Procedures Appendix — Design Regulations architecture expression of floor levels y Examples of classically inspired architecture Example of retail storefront visibility to pedestrians merchant design theme North Newport Center Design Regulations 10 12/4/07 Land Uses, Development Standards & Procedures Appendix — Design Regulations 4. Building Materials and Colors a. Colors, materials, and finishes should be coordinated on all exterior elevations to achieve continuity of design. Stripes and patterns are not appropriate; although retail storefronts may reflect the design theme of the merchant. b. Clay tile, concrete tile, metal, and fabric are acceptable materials for low- and mid - rise roofs. C. Stone, metal, exterior plaster, exterior insulated finishing systems (EIFS), brick, concrete, wood, and glass are acceptable materials for building walls. d. Stone, metal, exterior plaster, exterior insulated finishing systems (EIFS), brick, concrete, wood, and glass are acceptable materials for railings. C. Service door and mechanical screen colors should be the same as, or compatible to, the adjacent wall colors. 5. Parking Structures Example of appropriate low -rise finishes a. The architecture of new parking structures should be compatible, complementary, and secondary to principal buildings. b. The design of new parking structures in Fashion Island shall incorporate elements (including landscaping) to soften their visual impact. C. New parking structures in Fashion Island shall be located and designed in a manner that is compatible with the existing pedestrian scale and open feeling of Newport Center Drive. d. Simple, regular forms are encouraged. C. Views of parked vehicles should be screened. f The visual appearance of sloping floors should be minimized. g. Interiors should be designed to promote a safe vehicular and pedestrian experience. It. Vehicular entries for non - residential parking structures should be obvious and inviting. North Newport Center Design Regulations 11 12/4107 Land Uses, Development Standards & Procedures Appendix - Design Regulations i. Vehicular entries to exclusively residential structures should be incorporated into the structure so as to minimize the street presence of the parking structure entrance and to avoid interrupting the continuity of the street facing building elevations. Block 600 parking structure demonstrating rectangular form and vines to soften visual impact B. Landscape Intent West parking structure at Fashion Island demonstrating rectangular form and vaned landscape to soften visual impact The intent of the landscape standards is to ensure that new commercial and residential development preserves and enhances the existing landscape character of North Newport Center. 1. Overall Landscape a. New development should promote an evergreen plant palette that is appropriate in the Mediterranean climate of Southern California. Plant materials should be of a native or drought - tolerant species where appropriate and provide variety, while being consistent with the existing landscape pattern and architectural design of the building. b. Landscape and site design will incorporate Best Management Practices (BMPs) to address low -flow runoff and storm water runoff. Landscaped areas within the project will be provided and used to treat runoff from impervious surfaces and roof drains prior to being discharged into the storm drain system. C. The landscape palette should consist of two distinct groups of plant materials: • Accent planting, including palms, cypress, and color accents • Background planting, including evergreen canopy trees and shrubs d. The overall landscape should be dominated by background planting with accent planting in key areas corresponding to the land use and development intensity. North Newport Center Design Regulations 12 12/4/07 • • Land Uses, Development Standards & Procedures Appendix - Design Regulations • C. Planting should be organized in layers of plant size and variety such as flowering, cascading, or climbing plants. Contrasts in color and texture should be used to enhance the layering of plants. complementing the building form 2. Perimeter and Street Landscape a. The landscape on the perimeter of sub -areas and along streets of new commercial and residential development should complement the street tree pattern, enhance the pedestrian experience, screen parked vehicles, and soften the view of parking structures. b. Existing trees along public streets should be preserved, and new trees should be installed to fill in gaps. C. Evergreen hedges should be used to screen the lower portions of parked cars. d. Evergreen planting should be used to screen parking structures. North Newport Center Design Regulations 13 12!4107 Land Uses, Development Standards & Procedures Appendix - Design Regulations Newport Center Drive landscape variety parked cars San Joaquin Hills Road landscape 3. Parking Lot Landscape parking structure a. New surface parking lots should have evergreen canopy trees to provide shade. b. A uniform evergreen tree type should be used for parking lot fields, with a different uniform evergreen tree type used to highlight the major parking aisles. C. Evergreen hedges should be used to screen parked cars. North Newport Center Design Regulations 14 12/4/07 r� U C • Fashion Island parking lot tree placement 4. Internal Landscape Land Uses, Development Standards & Procedures Appendix — Design Regulations San Joaquin Plaza evergreen hedges that screen parked cars a. New courtyards and promenades should continue the existing pedestrian experience by promoting visual continuity, shade and an evergreen landscape. b. Trees should be installed to shade appropriate walkways and cause an interesting and varied pedestrian experience. pedestrian experience C. Circulation visual continuity creating strong Intent The intent of the circulation criteria is to ensure that new commercial and residential development enhances existing circulation patterns by maintaining existing, upgrading existing and providing new street and walkway connections. 1. Streets and Pedestrian Activity a. New development should preserve and enhance the existing attractive street scene, promote safe and convenient driving practices, and encourage street level pedestrian activity. North Newport Center Design Regulations 15 12/4/07 Land Uses, Development Standards & Procedures Appendix - Design Regulations b. All buildings should be publicly accessible via a path or walkway from a public sidewalk. C. The crescent walk linking Block 500 and Block 600 along Newport Center Drive and pedestrian connections to/in Fashion Island should be preserved and enhanced where feasible. Connections from the crescent walk into courtyards, plazas, and other gathering areas in Block 500 and Block 600 should be provided where possible. d. Each sub -area should demonstrate an internal pedestrian network of walks and paseos that connect to the larger Newport Center pedestrian system. e. Strong pedestrian connectivity, reinforced by protected walkways and landscaping, should occur between Newport Center Drive and the retail core of Fashion Island. f. Amenities such as benches, plazas and other pedestrian- oriented facilities should be provided at pedestrian destinations. g. To promote the vitality of the public street scene, pedestrian bridges and tunnels which remove pedestrians from the street level are not allowed. It. New benches, street trees, directional signs, trash receptacles, and exterior lighting are encouraged in the public right -of -ways to reinforce pedestrian activity. i. Enhanced paving in crosswalks to highlight pedestrian pathways is allowed if it is compatible with the character of the existing development. Pedestrian walkway from Newport Center Drive to Fashion Island Example of pedestrian connectivity to the street (between 500 and 550 Newport Center Drive) Example of the crescent walk design framework North Newport Center Design Regulations 16 1214107 Pedestrian amenities in Fashion Island Example of a strong pedestrian pathway North Newport Center Design Regulations 12/4/07 Land Uses, Development Standards & Procedures Appendix — Design Regulations Example of pedestrian oriented enhancement Fashion Island paseo 17 Land Uses, Development Standards & Procedures Appendix - Design Regulations Crescent Walk and Pedestrian Connections Circulation Pedestrian walkways within Fashion Island North Newport Center Design Regulations 18 12/4/07 CJ 11 • Land Uses, Development Standards & Procedures Appendix — Design Regulations 2. Service and Emergency a. New commercial and residential development should promote efficient circulation for service and emergency vehicles. b. Major loading docks should be located away from front doors and from residential areas to separate service traffic from other traffic. C. Loading bays should be designed to minimize their visual prominence and any interference with pedestrian and vehicular flows. d. Turf -block may be used in landscape areas where fire access is necessary. e. Truncated domes should be a contrasting color, other than yellow, and should be coordinated with the paving material unless otherwise required by federal or state standards. Fashion Island loading dock North Newport Center Design Regulations 19 1214107 3. Parking Lots Land Uses, Development Standards & Procedures Appendix — Design Regulations a. Parking areas should not create a separation between adjacent land uses and buildings. b. Parking lots at new development should promote efficient circulation for vehicles and pedestrians. C. Convenient, well marked and attractive pedestrian access should be provided from parking lots to buildings. d. The use of permeable surfaces is encouraged. c A�� jA 680 Newport Center Drive demonstrating flow from parking to building Newport Center Drive parking lot well- deuned waucway from wewport t- emer Drive into Fashion Island at San Nicolas North Newport Center Design Regulations 20 12/4107 Land Uses, Development Standards & Procedures Appendix - Design Regulations D. Orientation and Identity Intent The intent of the standards for orientation, identity, and safety is to ensure that new commercial and residential development promotes wayfinding for residents and visitors, strengthens North Newport Center's sense of place, and produces a safe environment. 1. Gateways and Entrances a. New development should respect existing entries and, if entry modifications are required, should integrate with the existing vehicular and pedestrian circulation system. b. Key landscape elements at the "landscape comers" should be retained. San Joaquin Hills Road and MacArthur Sun Joaquin Hills Road and Santa Cruz San Joaquin Road and Santa Cruz North Newport Center Design Regulations 21 1214107 Land Uses, Development Standards & Procedures Appendix — Design Regulations 2. View Corridors a. New development should preserve views of major retail tenants in Fashion Island from Newport Center Drive. b. New development should capture views of the ocean from windows and decks at new restaurants, offices, and residences, where feasible. Fashion Island major tenant Fashion Island major tenant visibility Balconies at 888 San Clemente featuring ocean views North Newport Center Design Regulations 22 1214/07 Land Uses, Development Standards & Procedures Appendix - Design Regulations • 3. Landmarks a. As appropriate, major new development may be positioned and designed to serve as a landmark within North Newport Center. b. Landmark elements may be included in building design to distinguish individual buildings and enhance wayfinding. U • The Island Hotel as a landmark building Wind chime as a landmark at Macy's Palms as a landmark at the southern entry into Fashion Island North Newport Center Design Regulations 23 1214/07 Land Uses, Development Standards & Procedures Appendix — Design Regulations 4. Signage a. New development should have signs that promote identity and wayfinding. b. Signs should be designed to clearly communicate their messages. C. Signs should be designed to complement the architecture and landscape. d. Identification signs should be designed to convey the image of the project or business. e. Wayfinding signs should be unified within each sub -area. f. Simplicity and legibility are encouraged. g. Ample blank space around sign copy is encouraged. h. Animated signs visible from public streets are not allowed unless otherwise permitted by the Municipal Code. i. Signs may be internally- illuminated, halo - illuminated, externally- illuminated, or non - illuminated. identification sine construction fence North Newport Center Design Regulations 24 12/4/07 Land Uses, Development Standards & Procedures Appendix - Design Regulations 5. Lighting a. The exterior lighting at new commercial and residential development should be compatible with and enhance the existing lighting of the sub -area. b. Light fixtures at walkways and parking lots should be coordinated in height, color, and style. C. Light fixtures should not cast off -site glare. d. Building walls may be illuminated by downlights and uplights; light sources should not be visible from public view. e. Tops of buildings may be highlighted with bands of light. f Utilitarian light fixtures, such as floodlights and wallpacks, may only be used in service areas. g. Low sodium lighting is not allowed. h. ATM lighting shall conform to state code without causing offsite glare, such as through the use of bollards, tree lights, pole lights, and soffit lights, rather than floodlights and wallpacks. i. In pedestrian areas such as courtyards, plazas, and walkways, lighting fixtures should be pedestrian scale. Appropriate light bollard at Block 600 r r. lights at 888 San Clemente North Newport Center Design Regulations 25 12/4107 ATTACHMENT NO.3 Development Agreement ATTACHMENT NO. 3 Development Agreement (Clean) RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 -3884 Attn: City Clerk (Space Above This Line Is for Recorder's Use This Agreement is recorded at the request and for the benefit of the City of Newport Beach and is exempt from the payment of a recording fee pursuant to Government Code §§ 6103 and 27383. ZONING IMPLEMENTATION AND PUBLIC BENEFIT AGREEMENT between CITY OF NEWPORT BEACH and THE IRVINE COMPANY LLC CONCERNING PROPERTIES LOCATED IN NORTH NEWPORT CENTER (BLOCK 600 AND PORTIONS OF FASHION ISLAND, BLOCK 500, AND SAN JOAQUIN PLAZA) TABLE OF CONTENTS Page 1. Definitions .............................................................................................. ..............................4 " ....................................................................................................................... 1.1 AHIP 4 1.2 "Bonita Canyon Development Agreement" ............................... ..............................4 1.3 " Cancellation" ............................................................................ ..............................4 1.4 " CEQA" ..................................................................................... ..............................4 1.5 " CIOSA .................................................................................................................... 4 1.6 "City Council" ........................................................................... ..............................4 1.7 "Development Fees" .................................................................. ..............................4 1.8 "Development Plan" .................................................................. ..............................4 1.9 "Development Regulations" ...................................................... ..............................5 1.10 "Effective Date" ......................................................................... ..............................5 1.11 "Fair Share Traffic Contribution Ordinance" ............................ ..............................5 1.12 "Fair Share Traffic Fees" ........................................................... ..............................5 1.13 "First Building Permit' . .............................................................. ..............................5 1.14 "First Residential Building Permit' . ........................................... ..............................5 1.15 "General Plan" ........................................................................... ..............................5 1.16 "Initial Fee Increase" .................................................................. ..............................6 1.17 "Initial Park Fee" ....................................................................... ..............................6 1.18 "Initial Public Benefit Fee" ........................................................ ..............................6 1.19 . "Mortgage" ................................................................................ ..............................6 1.20. " Mortgagee" ............................................................................... ..............................6 1.21 "Option Agreement" .................................................................. ..............................6 1.22 "Option Period" ......................................................................... ..............................6 1.23 "Option Site" .............................................................................. ..............................6 1.24 "Park Fees" ................................................................................ ..............................6 1.25 "Parking Structure" .................................................................... ..............................6 1.26 "Parking Structure Provisions" .................................................. ..............................6 1.27 "Parking Structure Easement Agreement" ................................. ..............................6 1.28 "Parking Structure Site" ............................................................. ..............................7 1.29 "Party" or " Part ies" .................................................................... ..............................7 1.30 "Per Unit Park Fees" .................................................................. ..............................7 1.31 " Project" ..................................................................................... ..............................7 1.32 " Property" .................................................................................. ..............................7 1.33 "Public Benefit Fee" .................................................................. ..............................7 1.34 "Term" ....................................................................................... ..................:...........7 1.35 "Traffic. Phasing Ordinance" ...................................................... ..............................7 1.36 "Transfer of Development Rights" ............................................ ..............................7 2. General Plan Consistency, Zoning Implementation, and Extinguishment of Any of Landowner's Remaining Development Rights Under the CIOSA and the Bonita Canyon Development Agreement ......................:................................... ..............................7 3. Affordable Housing Obligation ............................................................. ..............................7 4. Public Benefits ....................................................................................... ..............................8 4.1 In -Lieu Park Fees for Renovation of Oasis Senior Center and for Park Time -Share Developments ........................................................ .............................21 Uses............................................................................................ ..............................8 Available Use in Newport Center Block 500 for City Hall ...... .............................21 4.2 Public Benefit Fee .................................................:.................... ..............................9 Available Use in Newport. Center Block 500 if City Does Not Develop a 4.3 Fair Share Traffic Fees ............:..........:....................................... ..............................9 City Hall on the Option Site ..........................:........................... .............................21 4.4 Circulation Enhancements to Public Right of Way .................. .............................10 Effect of Agreement on Applications for Land Use Approvals ............................22 4.5 Dedication of Public Rights of Way ....................................... ............................... 11 4.6 Conditional Open Space Dedication ........................................ ..............................1 I 4.7 Maintenance of CIOSA Pre-Paid Transportation Fund ............ .............................12 Benefits to Landowner ............................:.......................:....:.... .............................23 4.8 City's Option to Purchase New City Hall Site; Parking Structure ........................12 Tentative Subdivision Maps ..................................................... .............................23 4.9 Retrofit Sprinkler Systems ........................................................ .............................16 Compliance with California Government Code Section 65897.5(c) on 4.10 Cooperation of Landowner if City Hall Constructed on Property North of WaterSupply ............................................................................ .............................23 Library....................................................................................... .............................17 Cancellation of the CIOSA and the Bonita Canyon Development 4.11 Dedication of Lower Castaways ............................................... ......:......................17 Agreement................................................................................. .............................23 5. Fees ....................................................................................................... .............................17 5.1 Fees Applicable to Property ...................................................... .............................17 5.2 Permitted Increases in Development Fees Applicable to Property ........................18 6. Development of Property ...................................................................... .............................18 6.1 Applicable Regulations ............................................................. .............................18 6.2 Landowner's Vested Rights .....................:................................ ..:..........................19 6.3 . Description of Certain Project Components ............................. .............................20 6.4 Police Power .............................................................................. .............................20 6.5 Time -Share Developments ........................................................ .............................21 6.6 Available Use in Newport Center Block 500 for City Hall ...... .............................21 6.7 Available Use in Newport. Center Block 500 if City Does Not Develop a City Hall on the Option Site ..........................:........................... .............................21 6.8 Effect of Agreement on Applications for Land Use Approvals ............................22 6.9 Mello -Roos Community Facilities District ..................:............ .............................22 6.10 No Conflicting Enactments ....................................................... .............................22 6.11 Benefits to Landowner ............................:.......................:....:.... .............................23 6.12 Tentative Subdivision Maps ..................................................... .............................23 6.13 Compliance with California Government Code Section 65897.5(c) on WaterSupply ............................................................................ .............................23 6.14 Cancellation of the CIOSA and the Bonita Canyon Development Agreement................................................................................. .............................23 6.15 No Payments Due from City ........................................:............ .............................24 7. Compliance with Traffic Phasing Ordinance ........................................ .............................24 7.1 Scope of Traffic Study .............................................................. .............................24 7.2 Sufficiency of Traffic Study ..................................................... .............................24 7.3 Circulation Improvements ........................................................ .............................24 8. Reservations of Authority ..................................................................... .............................25 8.1 Procedural Regulations ............................................................. .............................25 8.2 Consistent Future City Resulations ......... :............................................................. 25 8.3 Overriding Federal and State Laws and Regulations ................ .............................25 ii 8.4 Public Health and Safety ................ 8.5 Uniform Building Standards.......... 8.6 Public Works Improvements.......... 9. Utility Capacity . ............................... 10. Project as Private. Undertaking......... 11. Effective Date; Term ........................ 12. Amendment or Cancellation of Agreement.. 13. Enforcement .......................... 14. Periodic Review of Compliance ........ ............................. .............................25 ............................. .............................26 ............................. .............................26 ............26 .............26 Jd .... .............................27 .................................... .............................27 ..................................... .............................27 15. Events of Default .................................................................................. .............................27 15.1 Default by Landowner .............................................................. .............................27 15.2 Default by City .......................................................................... .............................28 15.3 Specific Performance and Damages Remedies ......................... .............................28 15.4 Limited Recovery of Legal Expenses by Prevailing Party in Any Action ............29 16. Cooperation ........................................................................................... .............................29 17. Force Majeure ....................................................................................... .............................29 18. Indemnity .............................................................................................. .............................29 19. Third Parry Legal Challenge ................................................................. .............................30 20. Mortgagee Rights .................................................................................. .............................30 20.1 Encumbrances on Property ....................................................... .............................30 20.2 Mortgagee Protection ................................................................ .............................30 20.3 Mortgagee Not Obligated ..........................................:.............. .............................30 20.4 Notice of Default to Mortgagee; Right of Mortgagee to Cure .. .............................30 21. Transfers and Assignments ................................................................... .............................31 21.1 Right to Assign ......................................................................... .............................31 21.2 Agreement Binding on Successors and Assigns ....................... .............................31 22. Estoppel Certificate ............................................................................... .............................32 23. Further Actions and Instruments ........................................................... .............................32 24. Notices .................................................................................................. .............................32 25. Rules of Construction and Miscellaneous Terms ................................. .............................33 25.1 Rules of Construction ......................:........................................ .............................33 25.2 Time Is of the Essence .............................................................. .............................33 25.3 Waiver ....................................................................................... .............................33 iii FT.] 27 25.4 Counterparts .............................................................................. .............................33 25.5 Entire Agreement ...................................................................... .............................33 25.6 Severability ............................................................................... .............................33 25.7 Construction .............................................................................. .............................34 25.8 Constructive Notice and Acceptance ........................................ .............................34 25.9 No Third Party Beneficiaries .................................................... .............................34 25.10 Applicable Law and Venue ....................................................... .............................34 25.11 Non - Liability of City Officers and Employees ......................... .............................34 25.12 Section Headings ...................................................................... .............................34 25.13 Incorporation of Recitals and Exhibits ....................:................ .............................34 Authorityto Execute ............................................................................. .............................35 Recordation.......................................................................................... ..............................3 5 iv ZONING IMPLEMENTATION AND PUBLIC BENEFIT AGREEMENT (Pursuant to California Government Code sections 65864- 65869.5) This ZONING IMPLEMENTATION AND PUBLIC BENEFIT AGREEMENT (the "Agreement's is entered into on December 18, 2007, by and between: (1) CITY OF NEWPORT BEACH ( "Ci '�, and (2) THE IRVINE COMPANY LLC ( "Landowner's. City and Landowner are sometimes collectively referred to in this Agreement as the "Parties" and individually as a ff „ t• RECITALS A. Landowner is the owner of the parcels of real property (collectively, the "Prove ") that are described in the legal description attached hereto as Exhibit A and depicted on the site map attached hereto as Exhibit B.. The Property is under City's jurisdiction and is located in North Newport Center. The Property consists of the following sub -areas: portions of Newport Center Block 500, Newport Center Block 600, portions of San Joaquin Plaza, and portions of Fashion Island. No part of the Property is located in the coastal zone. B. On September 14, 1992, the City Council of the City of Newport Beach ( "City Council ") adopted Ordinance No. 92 -35, through which City and Landowner entered. into the Circulation Improvement and Open Space Agreement pertaining to twelve (12) parcels of real property located in City, including the four parcels owned by Landowner in North Newport Center that comprise the Property subject to this Agreement. City subsequently adopted the Amendment to the Circulation Improvement and Open Space Agreement dated May 12, 1996. The original Circulation Improvement and Open Space Agreement and the May 12, 1996, Amendment are collectively referred to herein as the " CIOSA." C. Under the CIOSA, Landowner: (1) committed to road improvements adjacent to proposed projects, made an interest -free . loan to City, and pre-paid required fair share road improvement fees that City used as matching funds when obtaining outside transportation funding; and (2) committed to dedicating more public open space than required for the. twelve (12) parcels under the City of Newport Beach General Plan and the City of Newport Beach Park Dedication Ordinance, as detailed in Exhibit C. D. The CIOSA provided Landowner with certain building entitlements with respect to the properties addressed therein. Landowner has not utilized all of the building entitlements provided by the CIOSA, including the building entitlements for Newport Center Block 600, as detailed in Exhibit C. E. . Although Landowner did not utilize all of the building entitlements provided by the CIOSA, it fulfilled all the. public benefits listed in Recital C as if it had done so. F. On November 10, 1997, the City Council adopted Ordinance 97 -77, through which City and Landowner entered into the Bonita Canyon Annexation and Development Agreement pertaining to the Bonita Canyon property (the "Bonita Canyon Development Agreement "). Approximately concurrent to adoption of Ordinance 97 -77, the Bonita Canyon property was detached from the City of Irvine and annexed by City. G. Under the Bonita Canyon Development Agreement, Landowner: (1) constructed roads and other circulation improvements designed for the capacity of a larger project that had previously been approved by the City of Irvine; (2) sold some of the land that it agreed not to develop to City for open space purposes and cooperated in the formation of a community facilities district to provide funding to City for improvement of the park site between Ford Road and Bonita Canyon Road; and (3) made park dedications. H. The Bonita Canyon Development Agreement provided Landowner with certain building entitlements with respect to the properties addressed therein, which entitlements were to be implemented through a Planned Community Development Plan. Landowner has not utilized all of the building entitlements provided by the applicable development plan, as detailed in Exhibit C. I. Although Landowner did not utilize all of the building entitlements provided by the Bonita Canyon Development Agreement, it fulfilled all the public benefits listed in Recital G as if it had done so. J.. This Agreement effectuates General Plan policies and goals by extinguishing Landowner's remaining building entitlements under the. CIOSA and the Bonita Canyon . Development Agreement. This Agreement provides for the rescission and cancellation of Landowner's remaining rights and obligations under the CIOSA and the Bonita Canyon Development Agreement on the Effective Date (collectively, the "Cancellation "). K. The Cancellation eliminates conflicts that exist among the CIO.SA, the Bonita Canyon Development Agreement, and the General Plan. The Cancellation, together with this Agreement, also ensures that zoning implementation and utilization of the building entitlements applicable to the Property are consistent with the General Plan's standards for land use, housing, circulation, open space, noise, safety, and conservation, and with the General Plan's goals of improving and providing transportation infrastructure, parks, public services, open space, water resources, and environmental resources. Notably, existing utility capacity, circulation infrastructure, and other public services, together with the circulation improvements to be constructed or installed by Landowner, as referred to in this Agreement, support development consistent with the Development Regulations. L. As detailed in Section 4 of this Agreement; Landowner has agreed to provide public benefits as consideration for this Agreement, including the following: in -lieu park fees in advance of the time that the fees otherwise would be due to provide for matching funds for the renovation of the Oasis Senior Center and to provide funds for other qualified park uses; development fees to fund construction of a new City Hall or other municipal use; circulation enhancements; dedication of public rights of way 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; the conditional dedication to City of an open space parcel bounded on the north by the Orange County Transportation Authority site, on the east by MacArthur Boulevard, on the south by San Miguel Drive, and on the west by Avocado Avenue; improvements to the existing sprinkler systems in the Newport Center Drive parkways and medians to enhance water quality; and the dedication of the Lower Castaways site for non- commercial municipal uses. Landowner has also agreed to grant City an option to acquire a site in Newport Center Block 500 for the purpose of constructing a new City Hall. M. On March 13, 2007, the City Council adopted Ordinance No. 2007 -6, entitled "Ordinance Amending Chapter 15.45 of City of Newport Beach Municipal Code Regarding Development Agreements" (the "Development Agreement Ordinance "). This Agreement is consistent with the Development Agreement Ordinance, which requires a development agreement for certain types of projects, including: (1) projects that include development of 50 or more residential units, and (2) projects that include new non - residential development in Newport Center. N. This Agreement is consistent with the City of Newport Beach General Plan Policy LU 6.14.8, which applies to Newport Center and requires the execution of development agreements for residential projects and mixed -use development projects with a residential component. O. This Agreement is consistent with provisions of state law (California Government Code sections 65864 - 65869.5) and local law (City of Newport Beach Municipal Code chapter 15.45) that authorize binding agreements that: (1) encourage investment in, and commitment to, comprehensive planning and public facilities financing; (2) strengthen the public planning process and encourage private implementation of the local general plan; (3) provide certainty in the approval of projects in order to avoid waste of time and resources; and (4) reduce the economic costs of development by providing assurance to property owners that they may proceed- with projects consistent with existing policies, rules; and regulations. P. The Parties intend that, concurrently with their approval of this Agreementi the Parties will approve and execute a separate. Affordable Housing Implementation Plan ( "AHIP'� for the Property, in the form attached: hereto as Exhibit , that reflects the terms of Section 3 of this Agreement regarding Landowner's affordable housing requirements. Q. In recognition of the significant public benefits that this Agreement provides, the City Council has found that this Agreement: (1) is consistent with the City of Newport Beach General Plan as of the date of this Agreement; (2) is in the best interests of the health, safety, and general welfare of City, its residents, and the public; (3) is entered into pursuant to, and constitutes a present exercise of, City's police power; (4) is consistent and has been approved consistent with the Final Environmental Impact Report for the City of Newport Beach General Plan 2006 Update (State Clearinghouse No. 2006011119) and the North Newport . Center Addendum to the EIR for General Plan 2006 Update (State Clearinghouse No. 2006011119), both of which analyze the environmental effects of the proposed development of the.Project on the Property; and (5) is consistent and has been approved consistent with provisions of California Government Code section 65867 and City of Newport Beach Municipal Code chapter 15.45. R. On November 15, 2007, and November 29, 2007, City's Planning Commission held a public hearing on this Agreement, made findings and determinations with respect to this Agreement, and recommended to the City Council that the City Council approve this Agreement. S: On December 11, 2007, the City Council also held a public hearing on this Agreement and considered the Planning Commission's recommendations and the testimony and information submitted by City staff, Landowner, and members of the public. On December 18, 2007, pursuant to the applicable state law (California Government Code sections 65864- 65869.5) and local law (City of Newport Beach Municipal Code chapter 15.45), the City Council adopted its Ordinance No. _, finding this Agreement to be "consistent with the City of Newport Beach General Plan and approving this Agreement. AGREEMENT NOW, THEREFORE, City and Landowner agree as follows: 1. Definitions. The following terms.when used in this Agreement shall have the meanings set forth below: 1.1 "AHIP" shall mean the Affordable Housing Implementation Plan that is attached hereto. as Exhibit D, which has been approved and executed by Landowner and is being considered for approval by the City Council of City concurrently with its consideration of this Agreement. 1.2 . `Bonita Canyon Development Agreement" shall have the meaning ascribed in. Recital. F of this Agreement. 1.3 "Cancellation" shall have the meaning ascribed in Recital J of this Agreement. 1.4 . "CEQA" shall mean the California Environmental Quality Act (California Public Resources Code sections 21000- 21177). 1.5 "CIOSA" shall have the meaning ascribed in Recital B of this Agreement. 1.6 "City Council" shall mean the governing body of City. 1.7 "Development Fees" shall have the meaning ascribed in Section 5.1 of this Agreement. 1.8 "Development Plan" shall mean the North Newport Center Planned Community Development Plan, including design regulations, that is being approved by the City Council concurrently with its approval of this Agreement, excluding any amendments after the Effective Date unless specifically agreed to by Landowner in writing or authorized by Sections 8 or 9. El 1.9 "Development Regulations" shall mean the following regulations as they are in effect as of the Effective Date, excluding any amendments after the Effective Date unless specifically agreed to by Landowner in writing or authorized by Sections 8 or 9: the General Plan; the Development Plan, including the design regulations; the AHIP; the Transfer of Development Rights; and, to the extent not expressly superseded by the Development Plan or this Agreement, all other land use and subdivision regulations governing the permitted uses, density and intensity of use, design, improvement and construction standards and specifications, procedures for obtaining required City permits and approvals for development, payment of Development Fees, and similar matters that may apply to development of the Project on the Property during the Term of this Agreement that are set forth in Title 15 of the Municipal Code (buildings and construction), Title 19 of the Municipal Code (subdivisions), and Title 20 of the Municipal Code (planning and zoning), but specifically excluding all other sections of the Municipal Code, including without limitation Title 5 of the Municipal Code (business licenses and regulations). 1.10 "Effective Date" shall have the meaning ascribed in Section 11 of this Agreement. 1.11 "Fair Share Traffic Contribution Ordinance" shall mean City's Fair Share Traffic Contribution Ordinance, codified in Chapter 15.38 of City's Municipal Code, together with resolutions implementing said ordinance. 1.12 "Fair Share Traffic Fees" shall have the meaning ascribed in Section 4.3 of this Agreement. 1.13 "First Building g ermiY' shall mean the first building permit that is issued for either: (i) the Parking Structure; or (ii) residential, office, or hotel development on any portion of the Property located in Newport. Center Block 500, Newport Center Block 600, or San Joaquin Plaza, provided the building permit (A) is for new development that did not exist as of the date of this Agreement on the property for.which the permit is being issued, (B) is not for the renovation, repair, or improvement of an existing building that does not increase the building's square footage, and (C) is not for a parking structure that is intended to serve, in whole or in part, any such new development (other than the Parking Structure, which is specifically included pursuant to clause (i)). 1.14 "First Residential Building Permit" shall mean the fast building permit issued for residential development in any portion of the Property located in Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza, provided the building permit is for new development and is not for the renovation, repair, or improvement of an existing residential unit that does not increase the unit's square footage. 1.15 "General Plan" shall mean City's 2006 General Plan adopted by the City Council on July 25, 20069. by Resolution No. 2006 -76, excluding any amendments after the Effective Date unless specifically agreed to by Landowner in writing or authorized by Sections 8 or 9. The Land Use Plan of the Land Use Element of the General Plan was approved by City voters in a general election on November 7, 2006. 1.16 "Initial Fee Increase" shall have the meaning ascribed in Section 4.3 of this Agreement. 1.17 "Initial Park Fee" shall mean the portion of the Park Fees that is to be paid by Landowner to City upon the issuance of the First Residential Building Permit, as more fully explained in Section 4.1 of this Agreement. 1.18 "Initial Public Benefit Fee" shall mean the portion of the Public Benefit Fee that is to be paid by Landowner to City.upon the issuance of the First Building Permit, as more fully explained in Section 4.2 of this Agreement. . 1.19 "Mortgage" shall mean a mortgage, deed of trust, sale and leaseback arrangement, or any other form of conveyance in which the Property, or a part or interest in the Property, is pledged as security and contracted for in good faith and for fair value. 1.20 "Mortgagee" shall mean the holder of a beneficial interest under a Mortgage or any successor or assignee of the Mortgagee. 1.21 " Option Agreement" shall mean that certain Option Agreement in the form substantially the same as that attached hereto as Exhibit F to be entered into by City and Landowner, which.agreement provides for Landowner to grant to City an option to acquire the Option Site, as more fully explained in Section 4.8.1 of this Agreement. 1.22 "Option Period' shall mean. the, period of time during. which City.may exercise the option to acquire the:Option Site, as more fully explained in Section 4.8.1 of this Agreement. .. 1.23 tion Site" shall mean that certain real property that will.be the subject of the Option Agreement and that is defined in Section 4.8.1 of this Agreement. 1.24 "Park Fees" shall collectively refer to the Initial Park Fee and the Per Unit Park Fees, payable in accordance with Section 4.1 of this Agreement. 1.25 "Parking Structure "_ shall mean the multilevel parking structure to be developed on the Parking Structure Site in the event City exercises its option to acquire the Option Site, including without limitation the spaces on the ground level within the multilevel parking structure. 1.26 "Parking Structure Provisions" shall mean the rights and obligations of the Parties with respect to the construction and operation of the Parking Structure, as more frilly explained in Section 4.8.2 of this Agreement. 1.27 "Parking Structure Easement Agreement" shall mean a separate recorded agreement between Landowner and City to. set forth their respective rights and obligations under the Parking Structure Provisions described in Section 4.8.2 of this Agreement. 19 1.28 "Parking Structure Site" shall mean that certain real property located adjacent to the Option Site and depicted on Exhibit E attached hereto, as further described in Section 4.8.2 of this Agreement. 1.29 "F" or "Parties" shall mean either City or Landowner or both, as determined by the context. 1.30 "Per Unit Park Fees" shall mean the portion of the Park Fees that are to be paid by Landowner to City upon the issuance of residential building permits for development of any portion of the Property located within Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza, as more fully explained in Section 4.1 of this Agreement. 1.31 "Proiect" shall mean all on -site and off -site improvements (including new development and replacement development for existing buildings that may be demolished) that Landowner is authorized and/or required to construct with respect to each parcel of the Property, as provided in this Agreement and the Development Regulations. 1.32 " Property" is described in Exhibit A and depicted on Exhibit B. 1.33'. "Public Benefit Fee" shall have the meaning ascribed in. Section 4.2 of this Agreement. 1.34 "Term" shall have the meaning ascribed in Section 11 of this Agreement. 1.35 "Traffic Phasing Ordinance" shall mean City's Traffic Phasing Ordinance, codified in Chapter 15.40 of City's Municipal Code and including Appendix A to Chapter 15.40. 1.36. "Transfer of Development Rights' shall mean the resolution approving the transfer to Newport Center Block 500 of development rights for. development of approximately 277,161 square feet currently assigned to Newport Center Block 600 (of which up to 72,000 square feet may be utilized by City for the City Hall to be situated on the Option Site if City exercises the Option), that the City Council is considering for approval concurrently with its approval of this Agreement. 2. General Plan Consistency, Zoning Implementation and Extin uishment of Any of Landowner's Remaining Development Rights Under the CIOSA and the Bonita Canyon Development Agreement. This Agreement and the Development Regulations applicable to the Property will cause City's zoning and other land use.regulations for the Property to be consistent with the General Plan. Although development already completed under the CIOSA and the Bonita Canyon Development Agreement remains vested as a conforming use, the CIOSA and the Bonita Canyon Development Agreement provided for vested development rights that Landowner has not yet used and.that are inconsistent with the General Plan. The Cancellation of those Agreements on the Effective Date will eliminate this inconsistency. 3. Affordable Housing Obligation. The Parties agree that Landowner's compliance with the AHIP satisfies any obligation of Landowner to City under the City of Newport Beach General 7 Plan Housing Program 2.2.1 with respect to the development of the Property pursuant to and during the Term of this Agreement. This Agreement does not authorize Landowner to transfer any affordable housing credits to any property that is outside the Property. The Parties also agree that the AHIP and this Agreement shall be interdependent and neither shall be effective unless each is approved and the Effective Date occurs. The adopted AMP may be amended by the mutual consent of the Parties without requiring an amendment to this Agreement. 4. Public Benefits. 4.1 In -Lieu Park Fees for Renovation of Oasis Senior Center and for Park Uses. Landowner agrees to pay to City the Initial Park Fee and the Per Unit Park Fees as set forth in this Section 4.1 (collectively, the "Park Fees "). 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. 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) and 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 "). In addition, 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, then 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. Landowner's obligation to pay such additional fee upon individual sale of a residential unit or units within the Property shall be described in a memorandum to be recorded against the title of each unit at the time that a subdivision map creating the condominium airspace units is recorded by Landowner, in a form acceptable to City. The obligation to pay said additional fee, if applicable, shall survive the termination of this Agreement and shall apply to any bulk sale purchaser of all or any portion of the residential units. In addition to the foregoing, and notwithstanding any other provision set forth in this Section 4. 1, 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 (the amount of the matching challenge grant referred to below), then 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. 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. 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. 4.2. Public Benefit Fee. Landowner shall pay to City the sum of $27,090,000 as set forth in this Section 4.2 ( "Public Benefit Fee "). Prior to and as a condition to the issuance of the First Building Permit, Landowner shall pay to City the sum of $13;545;000, which is one- half of the Public.Benefit Fee ( "Initial Public Benefit Fee's. The balance of the Public Benefit Fee shall be paid to City upon the issuance of building permits for the 430 residential units authorized for development within the Property. The amount.payable by Landowner to City for each such residential unit shall be the sum of $31,500. City shall use the Public Benefit Fee for any of the following expenses: the design, engineering, and construction of a new City Hall anywhere within the City of Newport Beach, the costs to acquire the Option Site if City exercises the option under the Option Agreement, City's pro rata share of the costs to design and construct the Parking Structure if City builds a City Hall on the Option Site, and any other municipal purpose as determined by City. 4.3 Fair Share Traffic Fees. Landowner acknowledges that 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 "). Landowner further acknowledges that 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 this 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, provided that (i) these fees are generally . applicable to all substantially similar new development within City on the same basis that they are applicable to the Property, or (ii) if City elects to impose Fair Share 0 Traffic Fees on a zone -by -zone basis, these fees are generally applicable to all substantially similar new development within the zone within which the Property is located on the same basis that they are applicable to the Property. After the Initial Fee Increase is approved by City and becomes effective, however, Landowner's responsibility to pay any additional increases to City's Fair Share Traffic Fees shall be limited to, an amount not in excess of the percentage increase in the California Department of Transportation Highway Construction Cost Index from and after the date that the Initial Fee Increase becomes effective to the date Landowner pays the applicable Fair Share Traffic Fees. If at any time the California Department of Transportation Construction Index is discontinued or is no longer available, City shall substitute an official index that is most nearly equivalent thereto. Nothing herein is intended to preclude Landowner from satisfying its obligation to pay Fair Share Traffic Fees through in -lieu contributions, subject to and in accordance with the Fair Share Traffic Contribution Ordinance and any modifications thereto, which Landowner acknowledges requires the approval of City's Planning Commission. The improvements and dedication to be made by Landowner at the intersection of MacArthur Boulevard and San Joaquin Hills Road pursuant to Section 7.3 of this Agreement shall be eligible. for consideration as an in -lieu contribution under the Fair Share Traffic Contribution Ordinance. Otherwise, the improvements and dedications to be made under this Agreement shall not be eligible for consideration as an in -lieu contribution under the Fair Share Traffic Contribution Ordinance. City acknowledges that the Fair Share Traffic Fees cover all fair share traffic fees associated. with development of the Property, and that during the Term of this Agreement, City shall not require additional fair share traffic fees associated with development of the Property other than the Fair Share Traffic Fees described in this Agreement. 4.4 Circulation Enhancements to Public Right of Way. Landowner shall contribute to City the sum of 'two Million Five Hundred Thousand Dollars ($2,500,000.00) ( "Circulation Enhancement Contribution ") to reimburse City for City's expenses incurred for the design and construction of one or more of the following circulation improvements 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: (1) widening of Avocado Avenue between San Miguel Drive and San Nicolas Drive; (2) widening, operational improvements and/or other capacity enhancements to San Miguel Drive between MacArthur Boulevard and Avocado Avenue; (3) installation of a traffic signal at the intersection of Newport Center Drive and San. Nicolas Drive;. (4) installation of a traffic signal at the intersection: of Newport Center Drive and Center Drive; and (5) other improvements as may be mutually agreed upon by City's Director of Public Works and Landowner. 10 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 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's commitment to contributing the Circulation Enhancement Contribution is in addition to Landowner's obligation to pay Fair Share Traffic Fees under the Fair Share Traffic Contribution Ordinance, to mitigate traffic impacts under the Traffic Phasing Ordinance, and to any actions Landowner takes to improve access to private property in Newport Center. 4.5 Dedication of Public Rights 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, 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. Landowner shall have the right, to the extent necessary and subject to obtaining an encroachment agreement from City, to install, maintain, repair, and replace a Newport Center entry sign at a location mutually acceptable to City and Landowner. Landowner's offer of dedication to City of the public rights of way described in this Section 4.5 is in addition to Landowner's obligation to pay Fair Share Traffic Fees under the Fair Share Traffic Contribution Ordinance, to mitigate traffic impacts under the Traffic Phasing Ordinance, and to any actions Landowner takes to improve access to private property in Newport Center. 4.6 Conditional Open Space Dedication. If City determines it will construct a City Hall at the current Orange County Transportation Authority site in Newport Center or on the property located on the east side of Avocado Avenue, north of the Central Library, 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 City notifies Landowner that City has both: (i) determined to construct a City Hall in one of those locations and (ii) terminated'its option to purchase the Option Site as provided in Section 4.8.1 of this Agreement. 11 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. In addition, upon the conveyance, there shall not be any violation of any law, rule, or regulation affecting the Open Space Parcel or its use, including any environmental law or regulation, and Landowner shall be responsible for causing said condition to be satisfied. 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 above. If the Open-Space Parcel is dedicated to City, Landowner shall have the right, to the extent necessary and subject to obtaining an encroachment agreement from City, to install, maintain, repair, and replace a Newport Center entry sign at a location mutually acceptable to City and Landowner. 4.7 Maintenance of CIOSA Pre -Paid Transportation Fund. The Cancellation referred to in Section 6.14 of this Agreement terminates the Parties' remaining rights and obligations under the CIOSA, including any obligation of City to repay Landowner for funds that Landowner provided pursuant to the CIOSA. In connection therewith, Landowner agrees that City may retain any, balance of pre-paid transportation funds City May be holding as a result of unused CIOSA mitigation. City may use any such remaining balance of prepaid transportation funds for transportation improvements in accordance with the Protocol Agreement for the Circulation Improvement. and Open Space Agreement dated December l 1; 1995, and the Protocol Agreement Memorandum dated December l 1, 2001. . 4.8 City's Option to Purchase New City Hall Site; Parkins Structure. 4.8.1 Option to Purchase Option Site. No later than ten (10) days after the Effective Date; Landowner and City shall enter into the Option Agreement, which provides for Landowner to grant to City. an option to acquire the Option Site for the sum of One Hundred Forty-Five Dollars ($145.00) per square foot of net land area for the purpose.of constructing a new City Hall thereon. The Option Site is not yet subdivided. For purposes of this Agreement, until such time as the exact boundaries of the Option Site are established, the term "OORtion Site" shall be deemed to mean.that certain real property consisting of approximately 46,175 square feet depicted in Exhibit E ( "!&gal Parcel'), plus any contiguous property adjacent to the Legal Parcel. City shall have the right to establish the boundaries of the Option Site within the land area described in the preceding sentence provided that the Option Site shall not exceed 54,000 square feet of net land area as further explained in the Option Agreement. Once the boundaries of the Option Site are established by City, the term "Option Site" shall be deemed to refer to the land located with the boundaries of the established Option Site. The term of the option to be granted by Landowner to City under the Option Agreement (the "Option Period ") will commence on the Effective Date and will expire on the earliest of the following dates: (i) the date that is forty -eight (48) months after the Effective Date; (ii) upon City's termination of the Option Agreement by delivery of written notice of termination to Landowner, which notice City shall have the right to deliver at any time during the IFa Option Period prior to City's exercise of the Option; or (iii) the date City's electorate approves and City implements an initiative restricting the location of a new City Hall to a site outside of Newport Center Block 500, with such initiative to be deemed implemented upon issuance of a certificate of occupancy for City Hall at that site. As more fully explained in the Option Agreement, City's right to exercise the option is subject to the Effective Date occurring and to City awarding a contract for the construction of a new City Hall on the Option Site. If City exercises the option during the Option Period and acquires the Option Site, this Agreement shall terminate as to the Option Site and shall be removed as an encumbrance upon title to the Option Site upon City's acquisition thereof. 4.8.2 Parking Structure Provisions. If a new City Hall is developed on the Option Sits; the parking for the City Hall shall be located on the Parking Structure Site, and Landowner and City shall perform and implement the provisions set forth in this Section 4.8.2 (collectively, the "Parking Structure Provisions'): (i) Landowner shall construct and operate a new multilevel parking structure on the Parking Structure Site ( "Parking Structure"). (ii) The obligations of Landowner and City with respect to the operation, maintenance, repair, and replacement of the Parking Structure and other matters included in the Parking Structure Provisions identified in this Agreement shall be evidenced by a separate recordable document, substantially similar to the - easement attached as an exhibit to the Option Agreement, that runs with the land and benefits and burdens all of the property owned by Landowner in Block 500 and the Option Site ("Parking Structure Easement Agreement "). (iii) As part of the Parking Structure Easement Agreement, Landowner shall grant to City an easement for exclusive use of 300 to 375 parking spaces for parking for the, City Hall or the uses that. may be established on the Option Site, without charge (except as otherwise provided herein), with the exact number of City parking spaces to be determined by City in its sole discretion but not to exceed 375 spaces, and.provided that a minimum of 4.17 parking spaces per 1,000 square feet of "F oor Area (as hereinafter defined) on the: Option Site shall be provided. The easement shall provide that City or its successor beneficiary shall pay its pro rata share of the operations and maintenance costs and cost of a capital replacement reserve for the Parking Structure as set forth in clauses (viii) and (ix) below. Landowner shall designate the location of the required spaces within an area located within the first three floors of the Parking Structure (including the ground. level) at locations within the Parking Structure nearest to the City Hall. City's parking spaces shall be segregated from the rest of the parking though specific markings, signs, and/or barriers. City shall have the right to establish rules and regulations governing the use. of its designated spaces. For purposes of this Agreement, the term "Floor Area'shall mean "Net Floor Area" as defined in City of Newport Beach Municipal Code section 20.03.030. (iv) As part of the Parking. Structure Easement Agreement, Landowner shall grant to City appropriate non- exclusive easements in the Parking Structure and on, over, and across the Parking Structure Site between the Parking Structure and the 13 adjacent public streets and rights of way to enable City to access its parking spaces. Such easements shall provide for City or its successor beneficiaries to pay a pro rata share of the operations and maintenance costs for the areas subject to such access easements, including charges for maintenance and operation of access gates that control access to such areas. (v) For cost reference purposes, the design of the Parking Structure shall be generally in accordance with the parking structure constructed in 2007 on the north side of Fashion Island ( "Fashion Island 2007 Parking. Structure "), including without limitation the level of landscaping, elevators, and quality of materials used. (vi) No later than ninety (90) days after City occupies the City Hall on the Option Site, City shall pay a pro rata share of Landowner's actual and reasonable out -of- pocket costs incurred to design and construct the Parking Structure, including costs of required utility relocation and costs for offsite improvements necessary to provide access to the Parking Structure, but not including any.charge for: (a) the value of the land comprising the Parking Structure Site; (b) the cost of relocating or replacing the parking spaces currently located on the Option Site or the surface parking spaces currently located on the Parking Structure Site; (c) any administrative overhead charge of Landowner; (d) any construction management fee, developer fee;'or profit allocation, by whatever name called, other than as paid to independent third party contractors and consultants in which Landowner has no director indirect ownership interest; or (e) any other charge or payment similar to the charges and payments referred to in clauses (a)-(d). City's pro rata share shall be based on the ratio that the number of City- designated parking spaces bears to the total number of parking spaces in the Parking Structure. City shall have the right to review and approve' the costs incurred by Landowner for . which Landowner seeks reimbursement fnr City's, pro rata share. It is understood and agreed that City shall have no obligation to pay for any of the costs to construct, maintain, operate, or repair the Parking Structure if City does not acquire the Option Site. City's obligation to pay its pro rata share shall be included as an obligation in the Parking Structure Easement Agreement. (vii) Regardless of Landowner's timing for any development in the vicinity of the Property, Landowner shall commence and complete construction of the Parking Structure such that it is operational by the time construction of a new City Hall at the Option Site is completed and ready for occupancy, and the Parties shall cooperate in keeping one another informed of their plans and construction schedules as needed to enable Landowner to satisfy such obligation. (viii) Landowner shall maintain and operate the Parking Structure. Pursuant to the Parking Structure Easement Agreement; City shall pay a pro rata share of Landowner's actual and reasonable maintenance and operation costs based on the ratio that the number of City - designated parking spaces bears to the total number of parking spaces in the Parking Structure. Reasonable maintenance and operation costs shall include the annual property taxes paid for the Parking Structure Site (except to the extent that City has obtained an exemption for such 14 property taxes due to its status as a government entity), the costs to maintain the landscaping within the Parking Structure Site and within the Parking Structure, contract maintenance of the Parking. Structure, the cost of repairs to the Parking Structure, sweeping, utilities, insurance, security, parking enforcement, and parking attendants (to the extent that the cost of such attendants are not paid by net parking revenues), and excluding costs of administration, accounting, overhead, or other charges for Landowner's staff. (ix) Landowner shall establish a capital replacement reserve account for the repair and replacement of the Parking Structure. The amount of the capital replacement reserve shall be mutually determined by the Parties and shall be consistent with the capital replacement reserve maintained for the Fashion Island 2007 Parking Structure. The funds in the capital replacement reserve. shall be placed in a separate account of Landowner and shall not be commingled with any other. funds. City's contribution to the capital replacement reserve shall be based on the ratio that the number of City - designated parking spaces bears to the total number of parking spaces in the Parking Structure. Landowner shall fund or cause to be funded the balance of the capital replacement reserve. Funds in the capital replacement reserve, including all interest earned thereon, shall be used solely and exclusively for the repair an d replacement of the Parking Structure or as may otherwise.be mutually agreed to by the Parties in writing.. Landowner agrees to account to City with respect to the capital replacement" reserve fund; including without limitation the amount of contributions thereto, interest earnings, expenditures from the fund, and the balance in the fund, upon City's reasonable request. (x) Landowner shall, at its sole cost and expense, satisfy any parking obligations it may have to other property owners or parties that may be affected by the development of the Parking Structure on the Parking Structure Site, without creating.a burden on City or,City's rights to exclusive use of the City- designated parking spaces within the Parking Structure and without any cost to City. (xi) The foregoing rights and obligations shall terminate upon the expiration or termination of City's option under the Option Agreement if City does not exercise the option. Although the rights and obligations of the Parties under the Parking Structure Provisions are intended to be final and binding, from and after the Effective Date, the Parties shall exercise diligent efforts to enter into agreements to implement, and set forth in greater detail, these Parking Structure Provisions. Any such implementation agreements likewise shall terminate in the event City does not exercise the option during the Option Period or the Option Agreement otherwise terminates prior to City's exercise of the option. The City Manager, with approval of the City Attorney, is authorized to negotiate,. approve, and execute the Parking Structure Easement Agreement and the implementation agreements provided for above, so long as they are consistent with the provisions of this Agreement. 15 4.8.3 Design Requirements and Consultation for Parking Structure and City Hall. City shall retain the ultimate authority to design the City Hall, but shall provide Landowner with the opportunity to review and comment upon the proposed design of the City Hall. Landowner shall retain the ultimate authority to design the Parking Structure but shall provide City with the opportunity to review and comment upon the design of the Parking Structure. In addition, City, acting in its regulatory capacity as the agency with authority to review proposed building plans, shall have the same rights to review and approve or disapprove the plans for the Parking Structure as it would for any other parking structure proposed within City. City and Landowner acknowledge that it is mutually beneficial for the Parking Structure and the City Hall to be compatible in design and functionality. The Parties recognize that the City Hall is .a unique civic building that should have a distinctive architectural style, but that the style of the City Hall, although distinctive, should incorporate elements of the design vocabulary referenced in the North Newport Center design regulations. Although the design that City selects need not resemble an office building and may be distinctive, City agrees that the City Hall shall not be constructed in a post modem "deconstructivist'style out of character with the existing architectural style of North Newport Center. City and Landowner agree to work in good faith to invite review and comment from the other Party at major design milestones of each facility. 4.8.4. Landowner's Indemnification Regarding Title: Landowner hereby agrees to indemnify, protect, defend and hold harmless City against claims from third parties that: (i) challenge the legal right of Landowner to construct the Parking Structure on the Parking Structure Site as contemplated by this Agreemenvor (ii) assert rights in or to the Parking Structure Site or the Option Site that preclude use by City of the Option Site or' the easement rights granted to City in the Parking Structure Site. Landowner further agrees to reimburse City for the costs of any condemnation action where required for the City to acquire any property interest held by a third party that conflicts with City's ability to acquire and use the property interests . granted by Landowner to City under this Agreement. 4.9 Retrofit Sprinkler Systems. No later than 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 Jardiniere system; and 16 (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. The specifications listed above will enhance water quality by reducing surface runoff into storm drains in Newport Center. 4.10 Cooveration of Landowner if City Hall Constructed on Property North of Literary. 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. 4.11 Dedication of Lower Castaways. Upon the issuance of the First Building Permit, Landowner shall dedicate to City the Lower Castaways sits, depicted in Exhibit G, for non - commercial municipal uses allowed under the General Plan's Recreational Marine Commercial designation, such as a park, marine educational facility, marine research and conservation facility, or other similar municipal uses in furtherance of the Tidelands Trust. 5. Fees. 5.1 Fees Applicable to Property. During the Term of this Agreement, the Development Fees assessable against the Property shall be Park Fees, the Public Benefit . Fee, and the Fair Share Traffic Fees, and City shall not levy or require any additional Development Fees for the development of the Property. Notwithstanding the foregoing, if and to the extent that the Development Regulations applicable to the Property are amended after the Effective Date of this Agreement and.Landowner is authorized under the modified Development Regulations to develop any additional density or intensity of use beyond what is allowed as of the Effective Date, City shall retain the right to require Landowner to pay all City fees for such additional density or intensity of use to the extent such fees would be applicable in the absence of this Agreement. "As used herein, the term "Development Fees" shall mean the monetary exactions charged by City in connection with a development project for the purpose of defraying all or a portion of the cost of public facilities related to development of the project. The Parties acknowledge that the following fees, taxes, and charges do not constitute Development Fees and that nothing in this Agreement is intended or shall be construed to release Landowner from the obligation to pay such fees, taxes, and charges, including increases, if and when they become due: (1) City's normal fees for processing, environmental assessment and review, tentative tract and parcel map review, plan checking, site review and approval, administrative review, building permit, grading permit, inspection, and similar fees imposed to recover City's costs associated with processing, reviewing, and inspecting project applications, plans, and specifications; and 17 (2) fees and charges levied by any other public agency, utility, district, or joint powers authority, regardless of whether City collects those fees and charges; and (3) community facility district special taxes or special district assessments or similar assessments, business license fees, bonds or other security required for public improvements, transient occupancy taxes, sales taxes, property taxes, sewer lateral connection fees, water service connection fees, new water meter fees, and the Property Development Tax payable under Section 3.12 of City's Municipal Code. This Agreement does not authorize Landowner to transfer any fees paid to any other property outside the Property that is the subject of this Agreement; nor does this Agreement authorize Landowner to claim a fee credit based on this Agreement that is transferable to any other property or project outside the Property. Once the Term of this Agreement has ended, Landowner shall not receive any credit for future planned development of the Property based on the fees paid pursuant to this Agreement. 5.2 Permitted Increases in Development Fees Applicable to Property. During the Term of this Agreement, City shall not increase the amount of the Public Benefit Fee, nor shall City increase the amount of the Park Fees or the Fair Share Traffic Fees (the three Development Fees applicable to the Property after the Effective Date) except as set forth in Sections 4.1 and 4.3 of this Agreement.. This Agreement does not vest Landowner against increases in any other fees other than Development Fees that are payable by Landowner, including without limitation the Property Development Tax referred to in subparagraph (3) of Section 5.1 of this Agreement. 6. Development of Property. 6.1 Applicable Regulations. Other than as expressly set forth in this Agreement, during the Term of this Agreement, the terms and conditions of development applicable to the Property, including but not limited to the permitted uses, the density and intensity of use, and the maximum height, size, and location of proposed buildings, shall be those set forth in the Development Regulations and this Agreement. The permitted uses, density and intensity of development, and the maximum height, location, and size of proposed buildings permitted under the Development Regulations conform with the development studied and contemplated by the Final Environmental Impact Report for the City of Newport Beach General Plan 2006 Update (State Clearinghouse No. 2006011119) and the North Newport Center Addendum to EIR for General Plan 2006 Update (State Clearinghouse No. 2006011119). During the Term oft hi Agreement, the Development Fees applicable to the Property, and increases in said fees, shall be asset forth in Sections 4.1, 4.2, 4.3; and 5.2 of this Agreement. Any affordable housing requirements applicable to the Property shall be as set forth in the AHIP. During the Term of this Agreement, City shall not prevent development of the Property that is in compliance with the Development Regulations, or require Landowner to modify or redesign any building which complies with the Development Regulations, regardless of whether City exercises the option to acquire the Option Site. 18 Landowner may apply to City for permits or approvals necessary to modify or amend the development specified in the Development Regulations, provided that the request does not propose an increase in the maximum density,. intensity, height, or size of proposed structures, or a change in use that generates more peak hour traffic or more daily traffic and, in addition, Landowner may apply to City for approval of minor amendments to existing tentative tract maps, tentative parcel maps, or associated conditions of approval, consistent with City of Newport Beach Municipal Code section 19.12.090. This Agreement does not constitute a promise or commitment by City to approve any such permit or approval, or to approve the same with or without any particular requirements or conditions, and City's discretion with respect to such matters shall be.the same ask would be in the absence of this Agreement. City acknowledges that the Development Regulations provide a process for the transfer of development rights among parcels within the Property, consistent with City's General Plan Policy LU 6.14.3, and that if Landowner eliminates any of the existing uses on the Property which are set forth in Exhibit H and the associated development rights, Landowner shall retain the right to rebuild the use and development rights elsewhere on the Property or transfer the development rights among parcels within the Property, subject to and consistent with the Development Regulations and said policy. Notwithstanding any other provision in this Agreement to the contrary, if at any time during the Tenn of this Agreement, Landowner transfers a development right from.a building or buildings anywhere within the Property to any other building within the Property, the building(s) from which the development right is transferred must be demolished and cleared or transformed into an authorized non - habitable use that does not count as development intensity under the General Plan before Landowner can obtain final building permit approval or a certificate of occupancy for the new building(s). Nothing set forth herein is intended to prohibit or restrict the transfer of development rights elsewhere in Newport Center, consistent with and subject to City's normal rules and regulations. 6.2 Landowner's Vested Rights. During the Term of this Agreement, except to the extent City reserves its discretion as expressly set forth in this Agreement or in the applicable Development Regulations, Landowner shall have the vested right to exercise its discretion within the. limits and constraints of the Development Regulations in designing any buildings, structures, streets, sidewalks, buildings, and development within the Property. City shall not exercise or require any design review approval for Landowner's use of the Property unless expressly set forth in the Development Regulations. In connection therewith, Landowner acknowledges that nothing in this Agreement is intended to override any review and approval requirements contained in.the Development Regulations. or to preclude City from the exercise of any discretionary authority it has under the Development Regulations,.provided that pursuant to Government Code section 65865.2, "such conditions, terms, restrictions, and requirements for subsequent discretionary actions shall not prevent development of the land for the uses and to the density or intensity of development" set forth in this Agreement: In addition to the foregoing, Landowner acknowledges and agrees that nothing herein is intended to vest Landowner with any environmental approvals that may be 19 required in connection with the future development of the Property, and that Landowner Must submit, process, and obtain the approval of all documentation and information required to comply with the California Environmental Quality Act (California Public Resources Code § 21000 et seq.) with regard to any development of the Property. The Parties acknowledge that the environmental approvals for the improvements described in Section 6:3 of this Agreement are being processed concurrently with this Agreement. 6.3. Description of Certain Proiect Components. Without limiting the generality of the vested rights described in Section 6.2 of this Agreement, during the Term of this Agreement, subject to any approvals required under the Development Regulations, the Parties acknowledge that the vested rights described in Section 6.2 of this Agreement provide that Landowner has a vested right to develop the following improvements on the Property: (1) 75,000 square feet in Fashion Island. This square footage will be available for uses, including hotel and retail, that are consistent with the Development Regulations. (2) 430 residential units in Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza; provided, however, that to the extent Landowner desires to develop any of said residential units in Newport Center Block 500 or San Joaquin Plaza, it shall be required to comply with the Traffic Phasing 'Ordinance relative to potential impacts - associated with such change in location. (3)1he transfer to Newport Center Block 500:of development rights for . development.of approximately 277,161 square feet currently assigned to Newport Center Block 600 and designated for office, hotel, and supporting retail uses, of which up to 72,000 square feet may be utilized.by City for the City Hall to be situated on the Option Site if City exercises the Option. Upon transfer to Newport Center Block 500, the. development rights will be designated only for uses . permitted under the Development Regulations and; to the extent City exercises the option to acquire the Option Site, for a City Hall on the Option. Site. The foregoing development and/or transfer of development rights will occur in new or modified buildings that comply with the Development Regulations. Consistent with the City of Newport Beach General Plan Policy LU 6.14.3, the transfer of the foregoing development rights is consistent with the General Plan and will not result in any adverse traffic impacts. 6.4 . Police Power. In all respects not provided for in this Agreement, City shall retain full rights to exercise its police power to regulate the development of the Property. Any uses or developments requiring a use permit, tentative tract map, or other discretionary permit or approval in accordance with the Development Regulations shall require a permit or approval pursuant. to this Agreement, and, notwithstanding any other provision set forth herein, this Agreement is not intended to vest Landowner's right to the issuance of such permit or approval norto restrict City's exercise of discretion with respect thereto, provided that pursuant to Government Code section 65865.2, "such conditions; terms, restrictions, and requirements for subsequent discretionary actions shall not 20 prevent development of the land for the uses and to the density or intensity of development ".set forth in this Agreement. Not by way of limitation of the foregoing, it is specifically understood that City reserves the right to amend, pursuant to procedures provided . by law and this Agreement, City laws, rules, regulations, and policies applicable to the Property as to which Landowner's rights are not expressly vested and such amendment or amendments shall be binding on the Property except to the extent that the same conflict with the express provisions of this Agreement, which provide, inter alia, that no amendment to the Development Regulations shall be applicable if not agreed to by Landowner in writing or authorized by Sections 8 and 9 o this Agreement. 6.5 Time -Share Developments. If Landowner desires to establish rime -share developments within the Property in the future, Landowner shall.be required to comply with the City of Newport Beach Time -Share Developments Ordinance (City of Newport Beach Municipal.Code chapter 20.84), including the requirement for a separate development agreement under the City of Newport Beach Municipal Code section 20.84.050. City retains its full discretion with respect to such matters, including without limitation, the imposition of an in -lieu of transient occupancy tax fee in accordance with City of Newport Beach Municipal Code section 20.84.050, and nothing herein constitutes a promise or commitment by City to approve such use or enter into any such development agreement. 6.6 Available Use in Newport Center Block 500 for City'Hall. If a new City Hall is developed on the Option Site, the development intensity for the Property available to Landowner will. not be reduced by more than 72,000 square feet, regardless of whether the size of the City Hall exceeds 72;000 square feet. As of the date of this Agreement, City intends that any new City Hall constructed on the Option Site will contain approximately 72,000 square feet of building area;' provided, however, that nothing in this Agreement shall be deemed to prohibit City from constructing a smaller City Hall or from constructing a larger building as long as such building maintains the minimum parking: ratio provided for in Section 4.8, of this Agreement.. If City acquires the Option Site, City shall be responsible for conducting a traffic analysis and providing traffic mitigation if required to comply with the Traffic Phasing Ordinance with respect to the construction of a City Hall on the Option Site. City acknowledges and agrees that Landowner shall not be responsible. for the payment of any fees for any development by City on the Option Site. 6.7 Available Use in Newport Center Block 500 if City Does Not Develop a City Hall on the Option Site. If City does not exercise the option to acquire the Option Site during the Option Period, then the 72,000 square feet of development intensity available to Landowner that otherwise would have been utilized on the Option Site shall remain part of the development intensity designated for office use in Newport Center Block 500, to which Landowner has an exclusive vested right in accordance with this Agreement. In addition, if City acquires the Option Site and the City Hall developed on the Option Site is less than 72,000 square feet, then the unused square footage remains part of the development intensity designated for office use in Newport Center Block 500. and to which. Landowner has an exclusive vested right in accordance with this Agreement. If City does not exercise the option to acquire the Option Site during the Option Period, or if City acquires the Option Site and the City Hall developed on the Option Site is less 21 than 72,000 square feet, then Landowner shall be responsible for conducting a traffic analysis and providing traffic mitigation as may be required in compliance with the Traffic Phasing Ordinance and paying applicable Fair.Share Traffic Fees with regard to the square footage not used for the City Hall and referred to herein. 6.8 Effect of Agreement on Applications for Land Use Approvals. In connection with any approval that City is required, permitted, or has the right to give relating to the Project, or otherwise under its ordinances, resolutions, and codes, including without limitation the approval of a tentative tract map under the Subdivision Map Act (California Government Code sections 66410- 66499.58), City shall not impose any condition or restriction that prevents Landowner from developing and subdividing the Property with the uses, density, intensity, maximum height, and size of proposed structures permitted by the Development. Regulations. Subject to review for . completeness, City shall accept for processing and shall timely review and act on all applications for further land use entitlement approvals with respect to the Project called for or required under this Agreement. Unless expressly required by the Subdivision Map Act, the Development Regulations, or overriding federal or state law, City in considering any proposed tentative tract map shall not require any decrease or increase in density, intensity, size, relocation, or setback of a proposed development or require any modification of the design of any buildings, condominiums, parcels, units, or other uses located in the proposed subdivision. 6.9 Mello -Roos Community Facilities District. Pursuant to the Mello -R6os Community Facilities Act of 1982 (California Government Code sections 53311- 53368.3), Landowner may petition the City Council to establish one or more community facilities districts including some or all of the Property for the purpose of financing Landowner's obligations under this Agreement. City shall have the sole discretion to determine whether to establish a community facilities district, the improvements to be financed, and the method of financing these improvements. 6.10 No Conflicting Enactments.. Except to the extent City reserves its discretion as expressly set forth in this Agreement, during:the Term of this Agreement City shall not apply to the Project any ordinance, policy, rule; regulation, or other measure relating to development of.the Project that is enacted or becomes effective after the Effective Date to the extent it conflicts with this Agreement. This Section 6.10 shall not restrict City's ability to enact an ordinance, policy, rule, regulation, or. other measure applicable to the Project pursuant to California Government Code section 65866 consistent with the procedures specified in Section 8 of this Agreement. In Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, the California Supreme Court held that a construction company was not exempt from a city's growth control ordinance even though the city and construction company had entered into a consent judgment (tantamount to a contract under California law) establishing the company's vested rights to develop its property consistent with the zoning. The California Supreme Court reached this result because the consent judgment failed to address the timing. of development. The Parties intend to avoid the result of the Pardee case by acknowledging and providing in this Agreement that Landowner shall have the vested right to develop the Property at the rate, timing, and sequencing that Landowner deems appropriate within the exercise. of Landowner's sole subjective business judgment provided that such development occurs in accordance with 22 this Agreement and the Development Regulations, notwithstanding adoption by City's electorate of an initiative to the contrary after the Effective Date. No City moratorium or other similar limitation relating.to the rate, timing, or sequencing of the development or construction of all or any part of the Project and whether enacted by initiative or another method, affecting subdivision maps, building. permits, occupancy certificates, or other entitlement to use, shall apply to the Project to the extent such moratorium or other similar limitation. restricts Landowner's vested rights.in this Agreement or otherwise conflicts with the express provisions of this Agreement. 6.11 Benefits to Landowner. Landowner has expended and will continue to expend substantial amounts of time and money on the planning of the Project and construction of infrastructure for and in conjunction with the Project. Landowner represents and City acknowledges that Landowner would not make these expenditures without this Agreement, and that Landowner makes these expenditures in reliance upon this Agreement. A benefit to Landowner under this Agreement is the assurance that Landowner will preserve the right to develop the Property in accordance with the terms of this Agreement. City acknowledges that Landowner will be investing money and . planning efforts in the Project in reliance on City's covenants and representations in this Agreement. City agrees that Landowner may reasonably and justifiably rely on City's covenants and representations in this Agreement and on the enforceability of this Agreement 6.12 Tentative Subdivision Mans. City agrees that Landowner may file and process new and existing vesting tentative maps for the Property consistent. with California Government Code sections 66498:1- 66498.9 and City of Newport Beach Municipal Code chapter 19.20. Pursuant to the applicable provision of the California Subdivision Map Act (California Government Code section 6645$.6(a)), any tentative subdivision map approved for the Property, whether designated a "vesting tentative map" or otherwise, shall be extended for the Term of this Agreement. 6.13 Comyliance with California Government Code Section 65897.5(c) on Water Supply. Pursuant to California Government Code section 65897.5(c), the tentative map prepared for any subdivision of the Property shall comply with the provisions of California Government Code section 66473.7 relating to the availability of water supply, as enacted as of the Effective Date. 6.14 Cancellation of the CIOSA and the Bonita Canvon Development Agreement. Pursuant to the ordinance adopted by the City Council approving this Agreement, the CIOSA and the Bonita Canyon Development Agreement shall automatically terminate on the Effective Date ( "Cancellation'). Within ten (10) days after the Effective Date, the Parties shall cooperate in executing and recording against the properties owned by Landowner that are encumbered by the CIOSA and the Bonita Canyon Development Agreement a written instrument memorializing the termination of said agreements in such form as to permit the agreements to be removed as encumbrances upon title. The Cancellation shall not affect the rights and obligations of any third parties under the CIOSA or the Bonita Canyon Development Agreement. 23 6.15 No Payments Due from City. The Parties acknowledge that City is not required to make any reimbursement payments to Landowner and that no funding is otherwise due from City to Landowner for improvements made by or at the direction of Landowner to Back Bay View Park, located at Jamboree Road and Pacific Coast Highway. Compliance with Traffic Phasing Ordinance. 7.1 Scope of Traffic Stu dv..The traffic study prepared in conjunction with this Agreement covers all development authorized by this Agreement (including new development and replacement development for existing buildings that may be demolished), with the exception of. (i) construction of a City Hall in Newport Center Block 500 if and to the extent that City is required to comply with the Traffic Phasing Ordinance if City exercises the option to acquire the Option Site and constructs the City Hall thereon; (ii) construction of any residential units in Newport Center Block 500 or San Joaquin Plaza; (iii) the development by Landowner of 72,000 square feet of office space within Newport Center Block 500 if City does not acquire the Option Site and the development rights. to said site revert to Landowner, as provided herein; and (iv) the development by Landowner of any part of the 72,000 square feet of office space within Newport Center Block 500 that is not used for the City Hall if City acquires the Option Site, the City Hall developed on the Option Site is less than 72,000 square feet, and the development rights to the square footage not used for the City Hall revert to Landowner, as provided herein. 7.2 Sufficiency of Traffic Study. City acknowledges that the traffic study for the Property prepared prior to the Effective Date satisfies the provisions of the Traffic . Phasing Ordinance:, Specifically; City acknowledges that the traffic study establishes that the project considered.in the traffic study meets the requirements for a Comprehensive Phased Land Use Development and Circulation System Improvement Plan with all phases not anticipated to be complete within 60 months of project approval.and subject to a development. agreement that requires circulation improvements, as defined in City of Newport Beach Municipal Code section 15.40.030(B)(2). With the exception of the traffic. studies referred to in.Section 7.1 of this Agreement; City shall not require any additional traffic studies in conjunction with any application for approvals or permits necessary to construct development authorized by this Agreement as long as the Application is consistent with the provisions of this Agreement and the relevant Development Regulations. . 7.3 Circulation Improvements No later than the earlier of (i) the date 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 (ii) the date that is sixty.(60) months after the. Effective Date, Landowner shall, in compliance with all City requirements, 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 comer), to mitigate traffic impacts pursuant to the Traffic Phasing Ordinance. 8. Reservations of Authori ty. Notwithstanding any provisions set forth in this Agreement to the contrary, the laws, rules, regulations, and official policies set forth in this Section 8 shall apply to and govern the development of the Property. 8.1 Procedural Regulations. Procedural regulations relating to hearing bodies, . petitions; applications, notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of procedure shall apply to the Property, provided that they are adopted and applied City -wide or to all other properties similarly situated in City. 8.2 Consistent Future City Regulations. City ordinances, resolutions, regulations, and official policies governing development and building which do not conflict with the Development Regulations, or with respect to such regulations that.do conflict, where Landowner has consented in writing to the regulations, shall apply to the Property. 8.3 Overriding Federal and State Laws and Regulations. Federal and state laws and regulations that override Landowner's vested rights set forth in this Agreement shall apply to the Property, together with any City ordinances, resolutions, regulations, and official policies that are necessary to enable City to comply with the overriding federal and state laws and regulations, provided that: (1) Landowner does not waive its right to challenge or contest the validity of any such federal, state, or local laws, regulations, or official policies; and (2) Upon the discovery of a federal or state law or regulation (or, City ordinance, resolution, regulation, or official policy undertaken pursuant to those laws and regulations), that prevents or precludes compliance with any provision of this Agreement, City or Landowner shall provide the other Party with written notice of the state or federal law or regulation, provide a copy of the law or regulation, and a written statement of conflict(s) with the provisions of this Agreement. Promptly thereafter City and Landowner shall meet and confer in good faith in a reasonable attempt to determine whether a modification or suspension of this Agreement; in whole or in part, is necessary to comply with such federal or state law or regulation. In such negotiations, City and Landowner agree to preserve the terms of this Agreement and the rights of Landowner as derived from this Agreement to the maximum feasible extent while resolving the conflict. City agrees to cooperate with Landowner at no cost to City.in resolving the conflict in a manner which minimizes any financial impact of the conflict upon Landowner. City also agrees to process in a prompt manner Landowner's proposed changes to the Project and any of the Development Regulations as may be necessary to comply with such federal or state law; provided, however, that the approval of such changes by City shall be subject to the discretion of City, consistent with this Agreement. 8.4 Public Health and Safety. Any City ordinance, resolution, rule, regulation, program, or official policy, that is necessary to protect persons on the Property or in the immediate community from conditions dangerous to their health or safety shall apply to the Property, even though the application of the ordinance, resolution, rule regulation, 25 program, or official policy would result in the impairment of Landowner's vested rights under this Agreement. 8.5 Uniform Building Standards. Existing and:future building and building - related standards set forth in the uniform codes adopted and amended by City from time to time, including building, plumbing, mechanical, electrical, housing,.swimming pool, and fire codes, and any modifications and amendments thereof. 8.6 Public Works Improvements. To the extent Landowner constructs or installs public works or facilities; the City standards in effect for such public works or facilities at the time of City's issuance of a permit, license, or other authorization for construction or installation of same shall apply. 9. Utility Capacity. With respect to utility services provided by an entity other than City, in the event of a reduction of interruption of said service by the utility provider, City shall require no greater reduction in utility service to any parcel of the Property than the general provider of the service requires. Nothing in this Agreement limits City's ability to impose reasonable conditions on any future development or building permits or approvals that require Landowner to install utility lines and appurtenances servicing the Property. City shall not take any action to obstruct development on the Property on the basis of utility capacity, provided that City is not guaranteeing water supply or the Orange County Sanitation District's ability to provide wastewater treatment services for new development planned for the Property. If, as a result. of City: Action and: after Landowner has paid the Initial Park Fee and/or Initial Public Benefit Fee to City, sufficient sewer and water hookups; water supplies, and sewage treatment capacity ( "Sewer.and Water Service ") is not available to allow building permits and/or certificates of occupancy to be issued for construction or occupancy of the residential units authorized for development under this Agreement, City shall refund to Landowner all or a portion ofthe Initial Park Fee and/or the Initial Public Benefit Fee, as applicable. The amount of the refund shall be equal to the applicable per unit fee ($26,046.51 and/or $63,000) for each such residential unit for which such fees have been paid and for which building permits and/or certificates of occupancy are not available. As used herein, the term "City Action" shall mean affirmative action taken by City to reduce the Sewer and Water Service currently available, and shall not include any action or event that is outside City's control, including without limitation, any action taken or regulation adopted by any other governmental agency or City ordinances, resolutions, regulations, and official policies that are necessary to enable City to comply with any overriding federal or state laws and regulations. The refunds . referred to in this Section 9 shall be made at the time Landowner is otherwise entitled to issuance of the building permit or certificate of occupancy, whichever is applicable, and City is not able to issue the permit because of the City Action taken.. 16. Project as Private Undertaking. The development of the Project is a private undertaking. Neither Party is acting as the agent of the other in any respect, and each Party is an independent contracting entity with respect to the terms, covenants, and conditions contained in this Agreement. This Agreement forms no partnership; joint venture, or other association of any kind. The only relationship between the Parties is that of a government entity regulating the development of private property by the owner of the property. 26 11.. Effective Date; Term. This Agreement shall not become effective and neither Party shall have any rights or obligations hereunder, with the exception of the obligations in Section 4.8 of this Agreement to execute the Option Agreement, until the "Effective Date," which for purposes of this Agreement shall mean the thirty -first (31 ") day following the approval or adoption of the last Regulation by the City Council, or such other date that the last Regulation becomes effective in accordance with applicable law. As used herein, the term "Regulation' shall mean this Agreement; the AHIP; the Development Plan, including the design regulations; and the Transfer of Development Rights Resolution. The Parties shall cooperate by executing in recordable form an appropriate memorandum providing notice of the occurrence of the Effective Date as soon as the Effective Date. has occurred. The Parties acknowledge that the resolutions and ordinances adopting the AHIP; the. Development Plan, including the design regulations; and the Transfer of Development Rights provide that the foregoing plans and regulations do not become operative until the Effective Date of this Agreement. The term of this Agreement ( "Term") shall commence on the Effective Date and shall continue thereafter until the earlier of the following: (i) the date that is twenty (20) years after the Effective Date; or (ii) the date this Agreement is terminated pursuant to Sections 12 or 15.1 of this Agreement. 12. Amendment or Cancellation of Agreement. Other than modifications of this Agreement . under Section 8.3 of this Agreement, this Agreement may be amended. or canceled in whole or in part only by mutual written and executed consent of the Parties in compliance with California Government Code section 65868 and City of Newport Beach Municipal Code section 15.45.060 I r by unilateral termination by City in the event of an uncured default of Landowner. 13. Enforcement:: Unless amended or canceled as provided in Section 12 of this Agreement, or modified or suspended pursuant to California Government Code section 65869.5, this Agreement is enforceable by either Patty despite any change in any applicable general or specific plan, zoning, subdivision, or building regulation or other applicable ordinance or regulation adopted by City (including by City's electorate) that purports to apply to any or all of the Property. 14. Periodic Review of Compliance. The Parties shall review this Agreement at least once every 12 months from the Effective Date consistent with California Government Code sections 65865 and 65865.1 and City of Newport Beach Municipal Code section 15.45.070. At the reviews, Landowner shall demonstrate its good faith compliance with this Agreement an&shall document the current status of its entitlement use and its provision of the public benefits referred to in Section 4 of this Agreement. Landowner also agrees to furnish evidence of good faith compliance as City may require in the reasonable exercise of its discretion and after reasonable notice to Landowner: ;15. Events of Default. 15.1- Default by Landowner. Pursuant to California Government Code section 65865. 1, if City determines following a noticed public hearing and on the basis of substantial evidence that Landowner has not complied in good faith with Landowner's obligations pursuant to this Agreement, City shall by written notice to Landowner specify the manner in which Landowner has failed to comply and state the steps Landowner must 27 take to bring itself into compliance. If Landowner does not commence all steps . reasonably necessary to bring itself into compliance as required and diligently pursue steps to completion within thirty (30) days after receipt of the written notice from City specifying the manner in which Landowner has failed to comply, then Landowner shall be deemed to be in default under the terms of this Agreement. City may then: (1).seek a modification ofthis_Agreement, (2).terminate this Agreement, or (3) seek any other available remedies as provided in Section 15.3 of this Agreement. 15.2 Default by City. If City has not complied with any of its obligations and limitations under this. Agreement, Landowner shall by written notice to City specify the manner in which City has failed to comply and state the steps necessary for City to bring itself into compliance. If City does not commence all steps reasonably necessary to bring itself into compliance as required and diligently pursue steps to completion within thirty (30) days after receipt of the written notice from Landowner specifying the manner in which City has failed to comply, then City shall be deemed to be in default under the terms of this Agreement. Landowner may then exercise any or all of the following remedies: (1) seek a modification of this Agreement; (2) withhold the following payments that might be otherwise due to City under this Agreement: the Per Unit Park Fee, the Initial Public Benefit Fee, the Initial Park Fee, and/or the Circulation Enhancement Contribution until such default has been cured; and/or (3) seek a specific performance or similar equitable remedy as provided in Section 15.3 of this Agreement. Except as provided below, if City adopts or enforces any moratorium, de facto or de jure, or other similar limitation (whether relating to the rate, timing, or sequencing of the development or construction of all or any part of theProject and whether enacted by initiative or otherwise) affecting the processing; or approval of subdivision maps, building permits, occupancy certificates, or other entitlement to use which is 'applied to the Project, then Landowner may exercise any or all of the following remedies : (1) immediately seek a modification of this Agreement; (2) withhold the following payments that might be '.otherwise. due to City under this. Agreement: the Initial Public Benefit Fee, the.Initial Park Fee, and/or the Circulation Enhancement Contribution, until, City reverses its enactment of such moratorium or limitation; and/or (3) seek any other available remedy as provided in Section 15.3 of this Agreement, City shall not be in default pursuant to this Section if: (1) It adopts a temporary City-wide moratorium on development due to its inability to supply sufficient water, sewer or other utilities to then- current customers as necessary to maintain minimum levels of health, safety, and sanitation; (2) It is required to enforce a moratorium because of a law, rule, regulation, or plan identified in Section 8.3 of this Agreement; or (3) The enactment of the moratorium or other limitation is the result of a court order. 15.3 : Snecific.Performance and Damages Remedies. Due to the size, nature, and scope of the Project and the potential impracticality or impossibility of restoring the Property to its natural condition once implementation of this Agreement has begun, the Parties 28 acknowledge that, except as provided in this Section 15.3 and in Section 15.4 of this Agreement, money damages and remedies at law generally are inadequate and that specific performance is appropriate for the enforcement of this Agreement. The remedy of specific performance or, in the alternative, a writ of mandate, shall be the sole and exclusive remedy available to either Party in the event of the default or alleged default by the other, with the exception that City shall be entitled to damages against Landowner for Landowner's breach or its obligations under Sections 18 or 19 of this Agreement, and Landowner shall be entitled to recover the amount of any refund due for City's failure to provide any refund due under Section 9 of this Agreement but shall not be entitled to recover any other damages. The limitations on the remedy of damages in this Agreement shall. not prevent City from enforcing Landowner's monetary obligations hereunder, nor shall it affect the ability of either Party -to recover damages for breach of any of the. separate agreements contemplated by this Agreement, including without limitation the Parking Structure Easement Agreement and City Hall Option Agreement. 15.4 Limited Recovery of Legal Expenses by Prevailing Party in Any Action. In any judicial proceeding, arbitration, or mediation (collectively, "Action ") between the Parties that seeks to enforce the provisions of this Agreement, the prevailing Party shall recover all of its actual and reasonable costs and expenses, regardless of whether they would be recoverable under California ia Code of Civil Produre section 1, 033.5 or California Civil Code section 1717 in the absence of this Agreement:. These' costs and expenses include expert witness fees, attorneys' fees, and costs of'investigation and preparation before initiation of the Action. The right to recover these costs and expenses shall accrue upon initiation of the Action, regardless of whether the Action is prosecuted to a final judgment or decision. 16. Cooperation. Each Party covenants to take reasonable actions and execute all documents that may be necessary to achieve the purposes and objectives of this Agreement. 17. Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused, through no fault of the Party whose performance is prevented or delayed, by floods, earthquakes, other acts of God, fires, wars, riots or similar hostilities, strikes or other labor difficulties, state or federal regulations; or court actions. Except as specified above; nonperformance shall not be excused because of the act or omission of a third person. In no event shall the occurrence of an event of force majeure operate to extend the Term. of this Agreement. 18. Indemnity. Landowner agrees to indemnify; defend, and hold harmless City, City's designee; and their respective elected and appointed councils, boards, commissions, officers, agents, and employees from all actions, suits, claims, liabilities, losses, damages, penalties, obligations,.and expenses (including but not limited to attorney's' fees and costs) that may arise, directly or indirectly, from the acts, omissions or operations of Landowner or Landowner's agents, contractors, subcontractors, agents, or employees pursuant to this Agreement. City shall have the right to select and retain counsel to defend any actions, and Landowner shall pay the reasonable cost for this defense. The indemnity provisions in this Section 18 shall survive termination of this Agreement. 20 19. Third Party Legal Challenge, If a third party brings a.legal action challenging the validity or enforceability of any provision of this Agreement or the Project approvals under the Development Regulations ( "Third Party Legal Challenge "), City shall defend the Third Party Legal Challenge, and Landowner shall be responsible for the reasonable legal expenses incurred by City in connection with the challenge. As long as Landowner.is not in default under this Agreement; City shall not allow.any default or judgment to be taken against it or compromise the defense of the action without Landowner's prior written approval. Landowner shall also have the right to settle a Third Party Legal Challenge, provided that nothing in this Agreement shall authorize Landowner to settle the Third Parry Legal Challenge on terms that would constitute an amendment or modification of this Agreement or the AHIP; the Development Plan, including the design regulations; or the Transfer of Development Rights Resolution unless City approves the amendment or modification consistent with applicable legal requirements. City reserves its full legislative. discretion to make this approval. 20. Mortgagee Rights. 20.1 Encumbrances on Property. The Parties agree that this Agreement shall not prevent or limit Landowner in any manner from encumbering the Property, any part of the Property, or any improvements on the Property with any Mortgage securing financing with respect to the construction, development, use,.or operation of the Project. 20.2 Mortgagee Protection. This Agreement shall be superior and senior to the lien of any Mortgage. Nevertheless, no breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good.faith and for value. Any acquisition or acceptance of title or any right or interest in the Property or part of the Property by a Mortgagee (whether due to foreclosure; trustee's sale, deed in lieu of foreclosure, lease termination, or otherwise) shall be subject to all of the terms and conditions of this Agreement. Any Mortgagee who takes title to the Property or any part of the Property shall be entitled to the benefits arising under this Agreement. 20.3 Mortgage a Not Obligated. Notwithstanding the provisions of this Section 20.3, a Mortgagee will not have any obligation or duty under the terms of this Agreement to perform-die obligations of Landowner or other affirmative covenants of Landowner, or to guarantee this performance except that: (1) The Mortgagee shall have no right to develop the Property under the Development Regulations without fully complying with the terms of this Agreement; and (2) To the extent that any covenant to be performed by Landowner is a condition to the performance of a covenant by City, that performance shall continue to be a condition precedent to City's performance. 20.4 . Notice of Default to Mortgagee; Right of Mortgagee to Cure.. Each Mortgagee shall, upon written request to City, be entitled to receive written notice from City of: (1) The results of the periodic review of compliance specified in Section 14 of this Agreement, and. 30 (2) Any default by Landowner of its obligations set forth in this Agreement. Each Mortgagee shall have a further right, but not an obligation, to cure the default within ten (10) days after receiving notice of monetary defaults and within thirty (30) days after receiving notice of non - monetary defaults. If Mortgagee can only remedy or cure the default by obtaining possession of the Property, then Mortgagee shall have the right to seek to obtain possession with diligence and continuity through a receiver or otherwise, and to remedy or cure the default within thirty (30), days after obtaining possession. Except in case of emergency or to protect the public health or safety, City may not exercise any of its judicial remedies set forth in this Agreement until expiration of the thirty (30) -day period. But in the case of a default that cannot with diligence be remedied or, cured within thirty (30) days, the Mortgagee shall have additional time as is reasonably necessary to remedy or cure the default, provided Mortgagee promptly commences to cure the default within thirty (30) days and diligently prosecutes the cure to completion. Landowner shall not be released from performing its obligations in Sections 3 and 4 of this Agreement in the event of a foreclosure by a Mortgagee. 21. Transfers and Assignments. 21.1 Right to Assign. Subject to the last sentence of this Section 21. 1, Landowner shall have the right to sell, lease, transfer, or assign the Property in whole or in part to any person, partnership, joint venture, firm, or corporation at any time during the Term of this Agreement without the consent of City, provided that no partial transfer shall violate the Subdivision Map Act (California Government Code sections.66410- 66499.58). Upon the effective date of any such sale, lease, transfer, or assignment of the Property, the transferor /assignor shall notify of the name and address of the transferee. Any assignment of this Agreement must be pursuant to a sale or transfer of the Property.. Any sale or transfer of the Property shall include the assignment and assumption of the rights, duties, and obligations arising from this Agreement to the transferee with respect to. that part of the Property transferred. Landowner shall.no longer be obligated under this Agreement for the part of the Property that was sold or transferred if Landowner is not in default under this Agreement at the time of the sale or transfer. In no event, however, shall Landowner be relieved from its obligations under this Agreement to pay the Public Benefit Fee, Park Fees, and Fair Share Traffic Fees or to fulfill its obligations under Sections 3 and 4 of this Agreement. Notwithstanding the foregoing, from and after the date of this Agreement, Landowner shall not have the right to sell, lease, transfer, or assign (i) the Option Site until the expiration of the Option Period without City having elected to exercise the option to acquire the Option Site, or (ii) the Parking Structure Site until the expiration of the Option Period without City having elected to exercise the option, or if City, does exercise the Option,, until the construction of the Parking Structure is complete and the Parking Structure, is operational. 21.2 Agreement Binding on Successors and Assil The burdens of this Agreement are binding upon, and the benefits of this Agreement inure to, all successors in interest of the Parties to this Agreement, and constitute covenants that run with the Property. In order to provide continued notice, the Parties will record this Agreement and any subsequent amendments to it. 31 22. Estoppel Certificate. At any time, either Party may deliver written notice to the other Party requesting that the Party certify in writing that, to the best of its knowledge: (1) This Agreement is in full force and effect and is binding on the Party; (2) This Agreement has not been amended or modified either orally or in writing. If this Agreement has been amended, the Party providing the certification shall identify the amendments; and (3) The requesting Parry is not in default in the performance of its obligations under this Agreement.. If the requesting Party is in default, the other Party must describe the nature and amount of the default. The requesting Party shall execute and return the certificate within sixty (60) days following receipt. Any assignee of a Parry's rights and obligations hereunder, as referred to in this Section 22, and any Mortgagee, shall be entitled to rely.on.the certificate. 23. Further Actions and Instruments. Each Party shall cooperate with and provide reasonable assistance to the other Parry to the extent consistent with and necessary to implement this Agreement. Upon the request of a Parry at any time, the other Party shall promptly execute, with acknowledgement or, affidavit if reasonably required, and file, or record the required instruments and.writings.and take any actions as may be reasonably necessary wimplement this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 24. Notices. Any notice or demand that shall be required or permitted by law or any provision of this Agreement shall be in writing. If the notice or demand will be served upon .a Party, it either shall be personally delivered to the Party; deposited in the United States mail, certified, return receipt: requested, and postage prepaid; or delivered by a reliable courier service that provides a receipt showing date and time of delivery with courier charges prepaid. The notice or demand shall be addressed as follows: TO CITY: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, California 92663 -3884 Attn: City Manager With -a copy to:. City Attorney City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach; California 92663 73884 TO LANDOWNER: The Irvine Company LLC 550 Newport Center Drive Newport Beach, California 92660 -0015 Attn: General. Counsel 32 With a copy to: Latham & Watkins LLP 600 West Broadway, Suite 1800 San Diego, California 92101 -3375 Attn: Christopher W. Garrett .Either Party may change the address stated in this Section 24 by, notice to the other Party in the manner provided in this Section 24, and notices shall be addressed and submitted to the new address. Notice shall be deemed to be delivered upon the earlier of. (1) the date received or (2) three business days after deposit in the mail as provided above. . 25. Rules of Construction and Miscellaneous Terms. 25.1 Rules of Construction. The singular includes the plural; the masculine and neuter include the feminine; "shall" is mandatory; "may" is permissive. 25.2 Time Is of the Essence. Time is of the essence regarding each provision of this Agreement in which time is an element. 25.3 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party,:and failure by a Party to exercise its rights upon a default by the other Party, shall not constitute a waiver of that Party's right to demand strict compliance by the other Party in the future... 25.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be identical and may be introduced in evidence or used for any other : purpose.without any other counterpart; but all of which shall together constitute one and the .same. agreement. . 25.5 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter addressed in this Agreement. 25.6 Severability. The Parties. intend that each and every obligation of the Parties is interdependent and interrelated with the other,. and if any:provision of this Agreement or the application of the provision to any party or circumstances shall be held invalid or unenforceable to any extent, it is the intention of the Parties that the remainder of this Agreement or the application of the provision to persons or circumstances shall be rendered invalid or unenforceable. The Parties intend that neither shall receive any of the benefits of the Agreement. without the full performance of all of the obligations provided for under this - Agreement. Without limiting the generality of the foregoing, the Parties intend that Landowner shall not receive any of the benefits of this Agreement if any of" Landowner's obligations are rendered void or unenforceable as the result of any third party litigation, and City shall be free to exercise its. legislative discretion to amend or repeal the development regulations applicable to the Property and Landowner shall cooperate as required, despite this Agreement, should third party litigation result in the nonperformance of Landowner's obligations under this Agreement. 33 25.7 Construction. This Agreement has been drafted after extensive negotiation and revision. Both City and Landowner are sophisticated parties who were represented by independent counsel throughout the negotiations. City and Landowner each agree and acknowledge that the terms of this Agreement are fair and reasonable, taking into account their respective purposes, terms, and conditions. This Agreement shall therefore be construed as a whole consistent with its fair meaning, and no principle or presumption of contract construction or interpretation shall be used to construe the whole or any part of this Agreement in favor of or against either Party. 25.8 Constructive Notice and Acceptance. Every person who now or later owns or acquires any right, title, or interest in any part of the Project or the Property is and shall be conclusively deemed to have consented and agreed to every provision of this Agreement. This Section 25.8 applies regardless of whether the instrument by which the person acquires the interest references this Agreement. 25.9 No Third Party Beneficiaries. The only parties to this Agreement are City and Landowner. This Agreement does not involve any third party beneficiaries, and it is not intended and shall not be construed to benefit or be enforceable by any other person or entity. 25.10 ARplicable Law and Venue. This Agreement shall be construed and enforced consistent with the internal laws of the State of California. Any action at law or in equity arising under this Agreement or brought by any Parry for the purpose of enforcing, construing, or determining the validity' of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or the. United States District Court for the Central District of California: The Parties waiveall provisions of law providing for the removal or change of venue to any other court. 25.11 Non - Liability of City Officers and Employees. No official, officer, employee, agent, or representative of City shall'be personally liable to Landowner or its successors and assigns for.any loss arising out of or connected with this Agreement or the Development Regulations. 25.12 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect construction or interpretation of this Agreement. 25.13 Incorporation of Recitals and Exhibits. Recitals A through S are incorporated into this Agreement by this reference. Exhibits A through H are attached to this Agreement and incorporated by this reference as follows: EXHIBIT DESCRIPTION DESIGNATION A Legal Description of Property B Depiction of theTroperty 34 EXHIBIT DESIGNATION DESCRIPTION C Development Status, Transportation Improvements and Open Space Dedications Under the CIOSA and the Bonita Canyon Development Agreement D Affordable Housing Implementation Plan E Location of Option Site and. Associated Parking Structure F Option Agreement G Depiction of Lower Castaways Site H . Existing Development on Property 26. Authority to Execute. The persons executing this Agreement warrant and represent that they have the authority to execute this Agreement on behalf of the entity for which they are executing this Agreement. They further warrant and represent that they have the authority to bind their respective Party to the performance of its obligations under this Agreement. 27. Recordation. This Agreement and any amendment, modification, or- cancellation to it shall be recorded in the Office of the County. Recorder of the County of Orange, by City Clerk within the period required by California Government Code section 65868.5 and City of Newport Beach Municipal Code section 15.45.090. [SIGNATURE PAGE FOLLOWS] . 35 SIGNATURE PAGE TO ZONING IMPLEMENTATION AND PUBLIC BENEFIT SPACE AGREEMENT ATTEST: City Clerk APPROVED AS TO FORM: Robin Clauson City Attorney "LANDOWNER" THE IRVINE COMPANY LLC By: "CITY" 36 CITY OF NEWPORT BEACH m Its:. Mayor STATE OF CALIFORNIA COUNTY OF ORANGE On , before me, the undersigned, a Notary Public in and for said State, personally appeared and , personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signature on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. Notary Public in and for said County and State STATE OF CALIFORNIA COUNTY OF ORANGE On. before.me, the undersigned, a Notary Public in and for said State, personally appeared and personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signature on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. Notary Public in and for said County and State EXHIBIT A: LEGAL DESCRIPTION OF PROPERTY Newport Center Block 500: LEGAL DESCRIPTION Real property in the City of Newport Beach, County of Orange, State of California, described as follows: PARCEL NO. 1: THOSE PORTIONS OF BLOCK 93 OF IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGE 88, OF MISCELLANEOUS RECORD MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL A: (APN 4.42- 081 -07) BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE NORTHERLY RIGHT -OF -WAY LINE OF SAN NICOLAS DRIVE SHOWN AS "SOUTH 800 14' 38" EAST 91.45" ON MAP OF TRACT NO. 6015 FILED IN BOOK 239, PAGES 28 THROUGH 41 OF MISCELLANEOUS MAPS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG THE RIGHT -OF -WAY LINES OF SAID SAN NICOLAS DRIVE, NEWPORT CENTER DRIVE EAST AND SANTA ROSA DRIVE, AS SHOWN ON SAID MAP, THE FOLLOWING COURSES AND DISTANCES; NORTH 80° 14'38" WEST 91.45 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 25.00 FEET; NORTHWESTERLY 38.16 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 870 2649" TO THE BEGINNING OF A REVERSE CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1670.00 FEET; NORTHERLY 472.13 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 160 11' 54" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 25.00 FEET; NORTHEASTERLY 38.16 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 870 26'49"; NORTH 780 27'06" EAST 69.97 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS. OF 825.50 FEET; NORTHEASTERLY 195.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 130 33' 11" TO A POINT ON A NON - TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 25.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 350 38' 46" EAST; THENCE SOUTHEASTERLY 4.81 FEET ALONG SAID CURVE CONCAVE THROUGH AN ANGLE OF 110 01'42" TO THE BEGINNING OF .A REVERSE CURVE. CONCAVE NORTHEASTERLY HAVING A RADIUS OF 161.00 FEET; THENCE SOUTHEASTERLY 91.20 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 320 27' 16" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS. OF 25.00 FEET; THENCE SOUTHERLY 32.67.FEET ALONG SAID CURVE THROUGH AN ANGLE OF 74° 53'02"; THENCE SOUTH 00 53'46" EAST 25.50 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 2.00 FEET; THENCE SOUTHWESTERLY 3.14 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00'00" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 2.00 FEET; THENCE SOUTHWESTERLY 3.14 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 0' 00'; THENCE SOUTH 00 53'46" EAST 179.75 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHWESTERLY 6:59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 370 45' 40'; THENCE SOUTH 360 51' 54" WEST 9.49 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 10.00 FEET',-THENCE SOUTHERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 370 45'40"; THENCE SOUTH 00 53'46" EAST 31.50 FEET TO POINT "A" HEREINAFTER REFERRED TO; THENCE CONTINUING SOUTH 00 53' 46" EAST 31.50 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHEASTERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 370 45' 46 "; THENCE SOUTH 380 39' 26" EAST 9.49 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHERLY 6.59 FEET ALONG SAID. CURVE THROUGH AN ANGLE OF 370 45'40 "; THENCE SOUTH 00 53'46" EAST 212.75 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY 24.40: FEET ALONG SAID CURVE THROUGH AN ANGLE OF 55° 55' 53" TO THE BEGINNING OF A REVERSE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 147.00 FEET; THENCE SOUTHWESTERLY 66.40 FEET ALONG SAID CURVE. THROUGH AN ANGLE OF 250 52'45" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS. OF 25.00 FEET; THENCE SOUTHWESTERLY 9.78 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 220 24' 25" TO A POINT ON A NON - TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS'OF 950.50 FEET AND THE.NORTHERLY RIGHT -OF -WAY LINE-OF SAID SAN NICOLAS DRIVE; A RADIAL TO SAID POINT BEARS NORTH 22' 12'47" EAST; THENCE WESTERLY 206:65 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 120 27' 25" TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL: COMMENCING AT "POINT A "_ABOVE DESCRIBED. THENCE SOUTH 89° 06'14" WEST 5.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 0° 53' 46" WEST 52.50 FEET; THENCE SOUTH 896 06' 14" WEST 120.00 FEET; THENCE. SOUTH 00 53,46" EAST 105.00 FEET; THENCE NORTH 890 06' 14" EAST 120.00 FEET, THENCE NORTH 00 53' 46" WEST 52.50. FEET TO THE TRUE POINT OF BEGINNING. PARCEL B: (PORTION OF 442 - 081 -07) COMMENCING AT "POINT A" DESCRIBED IN PARCEL A ABOVE; THENCE SOUTH 99006- 14" WEST 500 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 00 53'46,, WEST 52:50 FEET; THENCE SOUTH 890 06' 14" WEST 120.00 FEET; THENCE 00 53'46" EAST.105.00 FEET; THENCE NORTH 890 06' 14,, EAST 120.0.0.FEET; THENCE NORTH 00 53.46' 46" WEST 52.50 FEET TO THE TRUE POINT OF BEGINNING. PARCEL Ci (APN 442- 081 -08) COMMENCING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY RIGHT OF WAY LINE OF SANTA ROSA DRIVE SHOWN AS "NORTH 780 27' 06" EAST 69.97 "' ON A MAP, OF TRACT 6015 FILED IN BOOK 239, PAGES 28 THROUGH 41 OF MISCELLANEOUS MAPS IN THE OFFICE OF SAID COUNTY RECORDER, SAID EASTERLY TERMINUS BEING THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 825.50 FEET; THENCE NORTHEASTERLY 195.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 130 33: 1 V TO A POINT ON A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY . HAVING A RADIUS OF 25:00 FEET AND THE TRUE POINT OF BEGINNING, A RADIAL TO SAID POINT BEARS NORTH 350 38'46" EAST; THENCE SOUTHEASTERLY 4.81 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 110 01'42" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 161.00 FEET; THENCE SOUTHEASTERLY 91.20 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 320 27' 16" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHERLY 32.67 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 740 53'02"; THENCE SOUTH 00 53'46" EAST 25.50 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 2.00 FEET; THENCE SOUTHWESTERLY 3.24 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00' 00" TO THE BEGINNING OF A REVERSE CURVE: CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 2.00 FEET; THENCE SOUTHWESTERLY 3:14 FEET. ALONG SAID CURVE THROUGH AN ANGLE OF 900, 00'00"; THENCE SOUTH O °.53' 46" EAST 179.75 FEET TO THEBEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHWESTERLY 6.59 FEET ALONG SAID CURVE THROUGH AN.ANGLE OF 37 °.45'40'; THENCE SOUTH 360 51' 54" WEST 9.49 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 10.00 FEET;. THENCE SOUTHEASTERLY 6.59 FEET ALONG SAID, CURVE THROUGH AN ANGLE OF 37'45'40"; THENCE SOUTH 00 53'46" EAST 63:00 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE. SOUTHEASTERLY 6.59 FEET:ALONG SAID CURVE THROUGH AN . ANGLE OF 370 45'40"; THENCE SOUTH 380 39'26" EAST 9.49 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 370 45'40"; THENCE SOUTH 00 53'46" EAST 212.75 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY 24.40 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 55° 55' 53" TO'THE BEGINNING OF ARADIUS CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 147.00 FEET; THENCE SOUTHWESTERLY 66.4 FEET ALONG SAID,CURVE THROUGH AN ANGLE OF 25° 52' 43" TO THE BEGINNING OF A REVERSE CURVE C.ONCAVENORTHWESTERLY HAVING A RADIUS OF 25:00 FEET; THENCE SOUTHWESTERLY 9.78 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 220 24' 25' TO A POINT ON ANON- TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 950.50 FEET AND THE NORTHERLY RIGHT OF WAY LINE OF SAN NICOLAS DRIVE ON SAID MAP OF TRACT 6015, A. RADIAL TO SAID POINT BEARS NORTH 220 12'47" EAST; THENCE SOUTHEASTERLY 55.46 FEET ALONG SAID CURVE AND SAID RIGHT OF WAY LINE THROUGH AN ANGLE OF 30 20' 36" TO A POINT ON A NON - TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25.00 FEET; A RADIAL TO SAID POINT BEARS SOUTH 86° 12'25" WEST; THENCE NORTHERLY 9.44 FEET ALONG SAID CURVE THROUGHAN ANGLE OF 21° 37'37" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 95.00 FEET; THENCE NORTHEASTERLY 122.78 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 740 02'54" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS.OF 262.03 FEET; THENCE SOUTHEASTERLY 193.09 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 420 13' 18'; THENCE SOUTH 450 53' 46" EAST 109.58 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY. AND SOUTHWESTERLY 39.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00'00"; THENCE SOUTH 440 06' 1411 WEST 100.91 FEET TO THE BEGINNING OF A" CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY 12.72 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 290 09'46", THENCE NON - TANGENT SOUTH 460 44'00" EAST 56.70 FEET TO A POINT OF A NON - TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 25.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 760 44'00" WEST; THENCE NORTHEASTERLY 13.45 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 300 50' 14 "; THENCE NORTH 44° 06' 14" EAST 99.45 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHERLY A RADIUS OF 25.00 FEET; THENCE NORTHEASTERLY AND SOUTHEASTERLY 39:27 FEET ALONG SAID. CURVE THROUGH AN ANGLE OF 90°00' 00'; THENCE SOUTH 450 53'46" EAST 15.01;FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHERLY HAVINGA RADIUS OF 40.00 FEET; THENCE SOUTHEASTERLY AND NORTHEASTERLY .62.83 FEET ALONG. SAID CURVE THROUGH AN ANGLE _OF 90' 00','0,0!'; THENCE-NORTH 440 06' I4" EAST.289.00 FEET TO THE. BEGINNING OF A CURVE. CONCAVE WESTERLY HAVING A RADIUS OF 40.00 FEET; THENCE NORTHEASTERLY. AND NORTHWESTERLY 62.83 FEET ALONG SAID CURVE THROUGH AN AN OF 900 00' 00'; THENCE NORTH -45' 53' 46" WEST 254.09 FEET TO TEMBEGINNING OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25.00 FEET; THENCE NORTHWESTERLY AND NORTHEASTERLY 39.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00'00" THENCE NORTH 44° 06' .14" EAST 104.09 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 25.00 FEET; THENCE NORTHEASTERLY 13.00 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 290 47'4 1 " TO THE SOUTHWESTERLY RIGHT OF WAY LINE OF SAN JOAQUIN HILLS ROAD AS SHOWN ON SAID MAP OF TRACT 6015; THENCE NON - TANGENT NORTH 460,4 1' 16" WEST ALONG SAID RIGHT OF WAY LINE 48.72 FEET TO A POINT ON A NON - TANGENT CURVE IN THE BOUNDARY OF THAT CERTAIN PARCEL SHOWN ON A MAP FILED IN BOOK 13, PAGE 41 OF PARCEL MAPS IN THE OFFICE OF SAID COUNTY RECORDER, SAID CURVE BEING CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET, A RADIAL TO SAID POINT'BEARS.SOUTH 760.12'47" EAST; THENCE SOUTHWESTERLY 13.23 FEET ALONG SAID CURVE AND SAID BOUNDARY THROUGH AN ANGLE OF 300 19' 01 THENCE CONTINUING ALONG SAID BOUNDARY SOUTH 449 06'14":W EST 103.60 FEET TO THE BEGINNING OF A CURVE IN SAID'BOUNDARY CONCAVE NORTHERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY AND NORTHWESTERLY 39.27 FEET ALONG SAID CURVE AND-SAID I BOUNDARY THROUGH AN ANGLE OF 90° 00' 00"; THENCE NORTH 45'53'46" WEST ALONG SAID BOUNDARY AND ITS NORTHWESTERLY PROLONGATION 190.00 FEET TO THE 4. BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 313,67 FEET; THENCE NORTHWESTERLY 111.43 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 200 21' 13" TO THE BEGINNING OF A REVERSE CURVE CONCAVE.SOUTHWESTERLY HAVING A RADIUS OF 121.38 FEET; THENCE NORTHWESTERL.Y.108.34 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 51° .08'21"; THENCE NORTH 760 40'54" WEST 100.00 FEET; THENCE NORTH 750 3641" WEST 53.00 FEET TO THE BEGINNING OF ANON-TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 66.00 FEET; A RADIAL TO SAID POINT BEARS SOUTH 130 19'06" WEST; THENCE NORTHWESTERLY 62.51 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 540 16' 02' TO THE BEGINNING OF A COMPOUND CURVE'CONCAVE EASTERLY HAVING A RADIUS OF 25.00 FEET; THENCE NORTHWESTERLY 9.79 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 220 26'33" TO A POINT ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF SAID SANTA ROSA DRIVE, SAID POINT OF BEGINNING ON A.CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 825.50 FEET, A RADIAL TO SAID POINT BEARS SOUTH 290 13'23" EASTJHENCE SOUTHWESTERLY 59.38 FEET ALONG SAID CURVE AND SAID RIGHT OF WAY LINE THROUGH AN ANGLE OF 40 07' 18" TO THE TRUE POINT OF BEGINNING. PARCEL. D: (APN 442- 081 -06) : BEGINNING AT THE E. ASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE NORTHERLY RIGHT OF WAY. LINE OF SAN NICOLAS DRIVE SHOWN. "SOUTH 800 14'38 "..EAST 91.45 "' ON A MAP OF TRACT.6015 FILED IN BOOK 239, PAGES 28 THROUGH 41 OF MISCELLANEOUSMAPS IN THE OFFICE OF.SAID COUNTY RECORDER, SAID EASTERLY TERMINUS BEING THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 950.50 FEET; THENCE SOUTHEASTERLY 262.11 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 1:50 48'0 1 " TO A POINT ON A NON- TANGENT.CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25.00 FEET AND THE TRUE POINT OF BEGINNING, A RADIAL TO SAID POINT BEARS 860,12' 25" WEST; THENCE NORTHERLY 9.44 FEET ALONG SAID CURVE THROUGH AN ANGLE.OF 210 3T TO THE BEGINNING. OF A COMPOUND CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 95.00 FEET; THENCE NORTHEASTERLY 122.78 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 740 02'54". TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 262.03. FEET; THENCE SOUTHEASTERLY 193.09 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 420 13'18"; THENCE SOUTH 45°53' 46" EAST 109.58 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY AND SOUTHWESTERLY 39.27 FEET ALONG SAID. CURVE THROUGH AN ANGLE OF 900 00'00"; THENCE SOUTH 440 06' 14" WEST 100.91 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY . 12.72 FEET ALONG SAID. CURVE THROUGH AN ANGLE OF 290 09'46"; THENCE NON - TANGENT NORTH 46 44' 00'' WEST 34.74 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 950.50 FEET AND BEING THE SOUTHEASTERLY CONTINUATION OF THE NORTHERLY RIGHT OF WAY LINE OF SAID SAN NICOLAS DRIVE; THENCE NORTHWESTERLY 293.80 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 170 42'37" TO THETRUE POINT OF BEGINNING. PARCEL E: (APN 442- 081 -01) BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHWESTERLY RIGHT OF WAY LINE.OF SAN JOAQUIN HILLS ROAD SHOWN AS "SOUTH 460 14' 16" EAST 286.60 "' ON A MAP OF TRACT 6015 FILED IN BOOK 239; PAGES 28. THROUGH 41 OF MISCELLANEOUS MAPS IN THE OFFICE OF SAID, COUNTY RECORDER; THENCE SOUTH 460 14' 16" EAST 236.39 FEET ALONG SAID RIGHT OF WAY LINE AND ALONG THE BOUNDARY OF THAT CERTAIN PARCEL SHOWN ON A MAP FILED IN BOOK 13, PAGE 41 OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER TO A POINT ON A NON- TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; A RADIAL TO SAID POINT BEARS SOUTH 760 12'47" EAST; THENCE SOUTHWESTERLY 13.23 FEET ALONG SAID CURVE AND SAID BOUNDARY THROUGH AN ANGLE OF 300 19'01"; THENCE CONTINUING ALONG SAID BOUNDARY SOUTH 440 06'14" WEST 103.60 FEET TO THE BEGINNING OF A CURVE IN SAID BOUNDARY CONCAVE NORTHERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY AND NORTHWESTERLY 39.27 FEET ALONG SAID CURVE AND SAID BOUNDARY THROUGH AN ANGLE OF 900 00'00" .THENCE NORTH 450 53'46" WEST ALONG SAID BOUNDARY AND ITS NORTHWESTERLY PROLONGATION 190.00 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 313.67 FEET, THENCE NORTHWESTERLY 111.43 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 200 2.11,13"' TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS_ OF 12138 FEET; THENCE NORTHWESTERLY, 108.34 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 51° 08'.21"; THENCE,NORTH 76° 40',54" WEST 100.00 FEET; THENCE NORTH 750131641 WEST 53.00 FEET TO THE $EGINNING OF ANON- TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 66.00 FEET; A RADIAL TO SAID.POINT BEARS SOUTH 130 19' W' WEST, :THENCE NORTHWESTERLY 62.51'FEET ALONG SAID CURVE. THROUGH AN ANGLE OF 540 16'02" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25.00 FEET; THENCE NORTHWESTERLY 9.19 FEET ALONG.SAID CURVE THROUGH. AN ANGLE OF 220 26'33" TO A POINT ON THE SOUTHEASTERLY RIGHT.OF WAY LINE OF SANTA ROSA DRIVE AS SHOWN ON THE MAP OF SAID TRACT 6015; SAID POINT BEING ON A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 825.50 FEET; A RADIAL TO SAID POINT BEARS SOUTH 290 13'23" EAST; THENCE NORTHEASTERLY 190.16 FEET ALONG SAID CURVE AND SAID RIGHT OF WAY LIN E THROUGH AN ANGLE OF 13 °.11' 54 "; THENCE NORTH 470 37' 43" EAST 2.20 FEET CONTINUING ALONG SAID RIGHT OF WAY LINE TO THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 25.00 FEET THENCE NORTHEASTERLY AND SOUTHEASTERLY 38.96 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 890 17' 26 "TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS:OF 6072.50TEET AND THE SOUTHWESTERLY RIGHT OF WAY LINE OF SAID SAN JOAQUIN HILLS ROAD;. THENCE SOUTHEASTERLY 329.29 FEET ALONG SAID CURVE AND SAID RIGHT OF WAY LINE THROUGH AN ANGLE OF 30 06' 25" TO THE POINT OF BEGINNING. 6 EXCEPTING THAT PORTION SHOWN ON A MAP FILED IN BOOK 13, PAGE 41, PARCEL MAPS, RECORDS OF SAID COUNTY. PARCEL F: THE EASEMENT ON, OVER, UNDER AND ACROSS THE LAND DESCRIBED IN, AS MORE PARTICULARLY DESCRIBED IN, AND SUBJECT TO THE LIMITATIONS CONTAINED IN, THAT CERTAIN NEWPORT CENTER, BLOCK 500 EAST, DECLARATION OF ACCESS EASEMENTS DATED AS SEPTEMBER 19,1984, MADE BY THE IRVINE COMPANY, A MICHIGAN CORPORATION, AND RECORDED ON SEPTEMBER 27, 1984, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AS INSTRUMENT NO. 84-402558, TO THE EXTENT SUCH EASEMENTS ARE APPURTENANT TO ANY OF THE ABOVE PARCELS A, B, C, D ORE DESCRIBED ABOVE. PARCEL NO. 4: PARCEL A: (APN 442 - 081 -05) PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF HO CALIFORNIA, AS SWN ON A MAP FILED IN.BOOK 27, PAGE 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY. EXCEPT ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVERNAME KNOWN, GEOTHERMAL STEAM, AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING. AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE. LAND OR ANY OTHER LAND,.INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED AUGUST 4, 1993 AS INSTRUMENT NO. 93- 0520486, OFFICIAL RECORDS. . ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY.GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY . GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED AUGUST 4, 1993 AS INSTRUMENT NO.-93- 0520486, OFFICIAL RECORDS. PARCEL B: NONEXCLUSIVE EASEMENTS FOR ACCESS, INGRESS, EGRESS, USE AND OTHER PURPOSES, ALL AS DESCRIBED IN THE DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS DATED JANUARY 8,1992, AND RECORDED ON JANUARY 17, 1992, AS INSTRUMENT NO. 92-032777, OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL NO. 6: PARCEL A: (APNS 442-081-11,1442,081-12,442-081-13 AND 442 - 081 -14) PARCELS 1. THROUGH 4, INCLUSIVE OF PARCELMAP NO: 84- 706,1N THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED.. IN Bookl92,.PAGES.I.AND 2 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING . THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR:DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL,:EQUIP, MAINTAIN; REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT, HOWEVER THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND, OPERATE THROUGH THE SURFACE OR THE UPPER 500, FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED OCTOBER 16, 1984 AS DOCUMENT NO. 84- 426594 OF OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR AND OWNED OR USED BY GRANTOR IN Lo CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL;. PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL,. BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A.MICHIGAN. CORPORATION, RECORDED OCTOBER 16, 1984 AS DOCUMENT NO. 84- 426594 OF OFFICIAL RECORDS. PARCEL B: TOGETHER WITH THOSE EASEMENTS. APPURTENANT THERETO, AS SET FORTH IN PARAGRAPH 1 OF, AND AS DELINEATED ON EXHIBIT "B" ATTACHED TO THAT CERTAIN DECLARATION OF ACCESS EASEMENTS RECORDED SEPTEMBER 27, 1984 AS DOCUMENT NO. 84- 402558 OF OFFICIAL RECORDS, UPON ALL THE TERMS, COVENANTS AND CONDITIONS CONTAINED THEREIN. PARCEL C: NON -EXCL. USIVE.EASEMENTS AND RIGHTS OF WAYFOR.MOTOR VEHICLE PARKING AND INCIDENTAL PURPOSES AS SAID EASEMENTS ARE SET FORTH IN THAT CERTAIN DECLARATION OF RESTRICTIONS RECORDED FEBRUARY 8, 1985 AS DOCUMENT NO. 815-046416 OF OFFICIAL RECORDS, AS AMENDED MARCH 26, 1986 AS DOCUMENT NO. 86-120753 AND AS AMENDED'MARCH 27, 2002 AS DOCUMEN N TO.. 2002- 2546.11, BOTH OF OF FICIAL.RECORDS, UPON ALL THE TERMS, COVENANTS AND CONDITION CONTAINED THEREIN. PARCEL D: TOGETHER WITH THOSE LIMITED NON - EXCLUSIVE RECIPROCAL EASEMENTS APPURTENANT THERETO, ASSET FORTH IN ARTICLE II OF THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND ESTABLISHMENT OF RESTRICTIONS AND GRANT OF EASEMENTS RECORDED APRIL 11, 1986 AS DOCUMENT, NO. 86- 145082 OF OFFICIAL RECORDS, UPON ALL THE TERMS, COVENANTS AND CONDITIONS CONTAINED THEREIN. Newport Center Block, 600: PARCEL 1: APN, 442- 101 -18 PARCEL 1, AS SHOWN ON EXHIBIT "B" ATTACHED TO LOT LINE ADJUSTMENT NO. 94 -2 RECORDED MARCH 9, 1994 AS INSTRUMENT NO. 94- 0167617 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 2: APNS. 442- 101 -11 AND 442 - 101=16 PARCEL B AND PARCEL 4; AS SHOWN ON.A PARCEL MAP FILED IN BOOK 196, PAGES 14 TROUGH 16 INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 3: APNS. 442- 101 -19, 442- 101 -20, 442 - 101 -21, 442 - 101 -22, 442 - 101 -23, 442- 101 -24 AND 442- 101 -14 PARCELS 1 THROUGH 5 AND LETTERED LOTS A AND B, AS SHOWN ON A PARCEL. MAP FILED IN BOOK 295, PAGES 33 THROUGH 40 INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 4: APNS. 442- 101 -09 AND 442- 101 -13 PARCELS 1 AND 2 AS SHOWN ON EXHIBIT "B" ATTACHED TO CITY OF NEWPORT BEACH LOT LINE, ADJUSTMENT NO. 2002 -014 RECORDED :JANUARY 9, 2003 AS INSTRUMENT NO. 2003000028579 OF OFFICIAL RECORDS. San Joaquin Plaza PARCEL 1: APN. 442- 261 -16 and 442- 261 -03 PARCEL 3, AS SHOWN ON A MAP FILED IN BOOK 81 PAGES 8 AND 9 OF PARCEL MAPS,IN.THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THEREFROM THAT PORTION OF SAID LAND .LYING WITHIN PARCELS 1 THROUGH 4 AS SHOWN ON A MAP, FILED IN BOOK 175 PAGES 22 TO 24 OF PARCEL MAPS, RECORDS OF SAID COUNTY. PARCEL 2: APN. 442 - 261 -01 PARCEL 2, AS SHOWN ON A MAP FILED IN BOOK 34, PAGE 40 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 3: APN. 442- 261 -19 LOT 1 AS SHOWN ON EXHIBIT " B " ATTACHED TO CITY OF NEWPORT BEACH LOT LINE ADJUSTMENT NO. 98-12 RECORDED DECEMBER 29, 1998 AS INSTRUMENT NO. 1998089644 OF OFFICIAL RECORDS. 10 Fashion Island: - PARCEL A: PARCELS 1. THROUGH 9 INCLUSIVE, IN THE CITY OF NEWPORT. BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 86- 399, AS SHOWN ON A MAP FILED IN BOOK 221, PAGES 30 THROUGH 36, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY. PARCEL B: LOTS 14 THROUGH 17 INCLUSIVE AND LOTS "Q ", "R ", "S ", "U ", "R -1 ", "R -2" AND "R -3 ", OF TRACT NO. 6015, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 239, PAGES 28 TO 41 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDED OF SAID COUNTY. PARCEL C: PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL.MAP FILED. IN BOOK 67, PAGES .2 AND 3 OF PARCEL MAPS, INTHEOFFICE OF THE COUNTY RECORDER OF SAID COUNTY.. PARCEL D: PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 75, PAGE 48 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL E: PARCEL 4 OF PARCEL MAPS, AS SHOWN ON A MAP FILED IN BOOK 67, PAGES 2 AND 3 OF PARCEL MAPS AND LOT "W" OF TRACT NO. 6015, AS PER MAP RECORDED IN BOOK 239, PAGE 28 THROUGH 41 OF MISCELLANEOUS MAPS, ALL IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING WITHIN THE LAND DESCRIBED AS PARCELS, I AND 2 OF THE CERTAIN LOT LINE ADJUSTMENT N.B.L.L.A. 87 -3, RECORDED NOVEMBER 13, 1987 AS INSTRUMENT NO. 87- 640346, OFFICIAL. RECORDS OF SAID COUNTY. 11 171.Zy:1aw ALL EASEMENTS, RIGHTS, BENEFITS AND PRIVILEGES (INCLUDING ALL EASEMENTS OF USE, SUPPORT, ATTACHMENTS, ACCESS, PEDESTRIAN AND VEHICULAR PASSAGE, ENCROACHMENT,.AND OF ERECTION AND MAINTENANCE OF UTILITY LINES) IN FAVOR.OF AN FOR THE BENEFIT OF PARCELS.A, B, C, D, AND. E ABOVE, ALL ..SET FORTH IN (A) THAT CERTAIN AMENDMENT IN ITS ENTIRETY AND RESTATEMENT OF DECLARATION OR RESTRICTIONS AND ESTABLISHMENT OF EASEMENTS. DATED AS OF MARCH 26, 1976 BY. AND AMONG THE IRVINE COMPANY, A MICHIGAN CORPORATION ( "CHH"), ADCOR REALTY CORPORATION, A NEW . YORK CORPORATION ( "ADCOR'), AND FEDERATED DEPARTMENT.STORES, INC., A DELAWARE CORPORATION ( "FEDERATED'), AND RECORDED ON MARCH 26, 1976 IN BOOK 11687, AT PAGES 1012 THROUGH 1043, INCLUSIVE, OF THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AS AMENDED BY THAT CERTAIN FIRST AMENDMENT TO RESTATED DECLARATION OF RESTRICTIONS AND ESTABLISHMENT OF EASEMENTS DATED AS OF MARCH 299 1988 BY AND AMONG IRVINE, CHH, ADCOR, FEDERATED AND THE NEIMAN- MARCUS GROUP, INC., A DELAWARE CORPORATION (SUCCESSOR IN INTEREST TO CHH AS TO THE "NEIMAN- MARCUS SITE", AS DEFINED IN SUCH INSTRUMENT), AND RECORDED MAY 99 1988 AS INSTRUMENT NO. 88- 213609, OFFICIAL RECORDS. PARCEL G: A NON- EXCLUSIVE EASEMENT IN GROSS ON, OVER, UNDER OR ACROSS THE LAND OF THE PURPOSES SHOWN AS EXISTING OR PROPOSED ON ANY HERETOFORE RECORDED PARCEL OR TRACT MAP OF THE LAND OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO (1) THE INSTALLATION, EMPLACEMENT AND MAINTENANCE OF ELECTRIC, GAS, TELEPHONE, CABLE TELEVISION, WATER GAS, SANITARY SEWER LINES; DRAINAGE FACILITIES OR ANY OTHER UTILITIES, TOGETHER WITH THE RIGHT TO ENTER UPON THE LAND (WITHOUT UNREASONABLY INTERFERING WITH REASONABLE USE AND ENJOYMENT THEREOF) IN ORDER TO SERVICE; MAINTAIN, REPAIR, RECONSTRUCT, RELOCATE OR REPLACE ANY OF SUCH LINES OR FACILITIES; AND (II) INGRESS AND EGRESS OVER ANY PUBLIC OR PRIVATE BICYCLE AND PEDESTRIAN TRAILS OR OTHER SPECIFIC DESIGNATED USE AREAS, IF ANY, AS RESERVED IN THE DEED RECORDED APRIL 19, 1979 IN BOOK 13111, PAGE 430, OFFICIAL RECORDS. PARCEL H: A NON- EXCLUSIVE EASEMENT ON, OVER, UNDER OR ACROSS THE LAND WITHIN THE SETBACK AREAS DESCRIBED IN SECTION 3(K) OF THE DEED REFERRED TO BELOW EXTENDING INWARD FROM ALL PROPERTY LINES BORDERING ON ANY PUBLIC OR PRIVATE STREET FOR THE INSTALLATION, 12 EMPLACEMENT, REPLACEMENT, REPAIR, OPERATION AND MAINTENANCE OF ELECTRIC, TELEPHONE, CABLE TELEVISION, WATER, GAS, SANITARY SEWER LINES, DRAINAGE FACILITIES OR ANY OTHER UTILITIES, AND ALL VAULTS, FENCES, HEDGES, TREES, LAWNS, PLANTINGS OR OTHER LANDSCAPING, TRAFFIC OR.OTHER SIGNALS, SLOPES, CURBS, GUTTERS, SIDEWALKS, SIGNS, MONUMENTS OR MAKERS OR SIMILAR IMPROVEMENTS OR FACILITIES AS SHOWN ON THE PLAN ATTACHED THERETO OR AS OTHERWISE APPROVED BY GRANTEE FROM TIME TO TIME, WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, AS RESERVED IN THE DEED RECORDED APRIL 19, 1979 IN BOOK 1311, PAGE 430, OFFICIAL RECORDS. . APNS: 442- 021 - 16,442- 021 -08, 442 - 021 -28, 442 - 02129, 442 - 021 -27, 442- 021 -36, 442- 021-30, 442 - 021 - 10,442- 021 -34, 442- 021 -35, 442- 021 -32, 442 - 021,31, 442 - 021 -26, 442 -021- 25, 442. 021 -17, 442 - 021 - 11,442- 021 - 33,442- 021 -21 AND 442- 021 -13. 13 1 *14!11,130 a 1. DEPICTION OF PROPERTY EXHIBIT C: DEVELOPMENT STATUS, TRANSPORTATION IMPROVEMENTS CIQSA Open Space Dedication Requirement: Actual Open Space Conveyed/Offered: Completion Status: 138.1 acres 146.0 acres 106% Transportation Improvements Total Program Expended or Amount Available for Required: Funding Requirement: Committed to Date: Future Projects: Frontage $5,220,360 $5,220,360 $0 Improvements Fair Share $098,428. $1,398,428 $0 Contribution Advancement $14,295,572 $12,191,740 $0 Total $21,014,360 $2190149360 $0 Outside Funds Used $0 $30,108,183 to Complete CIQSA Improvements Total CIOSA Related Funding $5191229543 Expended Approved Development: Completed Completion Status: 100% Development: 88% 1076 residential units 945 residential units 88% 94,000 office square feet 94,000 office square 100% feet 30,000 regional retail square feet 30,000 office square 100% feet 68 hotel units 0 hotel units 0% BONITA CANYON DEVELOPMENT AGREEMENT Park Dedication Requirement: Completion Status: Acquisition and improvement of Bonita Canyon Sports Park 100% Transportation Improvements Required: Completion Status:. ,. Dedication of required right of way and widening of Bonita Canyon Road, Bison Road, and MacArthur Boulevard 100% Approved Development: Pp p Completed Development: Completion Status: 1521 residential units 1339 residential 88% units 55,000 general commercial square feet 54,000 general 98% commercial square feet 2 Approved Development: Completed Development: Completion Status: 1076 residential units 945 residential units 88% 44,000 office square feet 94,000 office square. feet 100% 30,000 regional retail square feet 30,000 office square feet 100% 68 hotel units 0 hotel units 0% 3 EXHIBIT D: NORTH NEWPORT CENTER PLANNED COMMUNITY AFFORDABLE HOUSING IMPLEMENTATION PLAN Prepared For: The City of Newport Beach November 2007 Contents III. Consistency with Housing Element ....................................................... ..............................7 IV. Amendments to the AHIP ...................................................................... ..............................8 V. Authority ................................................................................................ ..............................8 Figures Exhibit 1 - North Newport Center Planned Community .................. ............................... 2 Exhibit 2 - Child Time Center and The Bays Apartment Complex Locations ............... 5 North Newport Center Planned Community i Affordable Housing Implementation Plan I. Introduction The North Newport Center Planned Community (Planned Community) approval by the City of Newport Beach includes a Planned Community Development Plan that implements the goals and policies of the City's General Plan. The Planned Community, as shown on Exhibit 1, consists of four sub -areas within North Newport Center, a regional center comprised of major retail, professional office, entertainment, recreation, hotel and residential development. Block 500, Block 600 and San Joaquin Plaza are designated in the General Plan as MU -H3, a designation which allows for a mixed -use area combining commercial, office, entertainment and residential uses. The Planned Community Development Plan for North Newport Center allows construction of 430 residential units in these blocks, and affordable housing units must be provided in accordance with City Housing Element. This Affordable Housing Implementation Plan (AHIP) outlines how the required affordable housing will be provided. Background The City's Housing Element includes a goal that 15% of all new housing units in the City be affordable to very low, low and moderate income households. The Housing Element identifies moderate income households as those with annual incomes between 80% and 120% of the county median household income. Low income households are those .with annual incomes between 51% and 80% of the county median household income. Very low income households are those with annual. incomes of 50°to or less. Iof the County median household income.. Projects with more than 50 units are required to prepare an AHIP that specifies how the development will meet the City's affordable housing goal. The Southern California Association of Governments (SLAG) prepares the state- mandated Regional Housing Needs Assessment (RHNA). The RHNA quantifies the need for housing within each jurisdiction during specified planning periods. The City's :General Plan. Housing Element must include its "fair share" regional housing needs allocation for all income groups which must be updated. periodically.. The most recently published SCAG RHNA identifies the City allocation as follows: • Total allocation between ' l /1/06 and 6/30/14 — 11784 • Very low income allocation — 22% (392 units) • Low income allocation = 18% (321 units) Moderate income allocation - 20.3 %(362 units) North Newport Center Planned Community Affordable Housing Implementation Plan Exhibit 1 - North Newport Center Planned Community North Newport Center Planned Community 2 Affordable Housing Implementation Plan II. Affordable Housing Plan Proposed Plan The City's General Plan Housing Element allows for sale or for rent options in order to meet the obligation for affordable housing units. In addition, affordable housing may be provided oft -site, with City approval. Consistent with these Housing Element provisions, this Affordable Housing Implementation Plan includes the following options. Locations of the sites are included on Exhibit 2. A. New Construction The Irvine Company is the owner of a 0.75 -acre parcel of land located at the former Child Time Center near the intersection of San Joaquin Hills Road and San Miguel Avenue. The site is designated in the Newport Beach General Plan for Multiple Residential with a density of 10 units. With a density bonus for affordable housing, the site could accommodate 14 multi- family units. The Irvine Company may construct 14 housing units on this site to be offered for sale or for rent. If this option is selected, The Irvine Company will record a legal deed restriction on the property which insures the units will meet the affordability requirements for a period of at least 30 years. The units must be rented to households qualifying as very low, low or moderate income households. The annualized rents chargeable for occupancy of the Affordable Units, shall, not exceed thirty percent (30 %) of the amount of Very Low, Low or Moderate Income. The sales price of affordable for sale units shall not exceed three times the income limits. . The restriction on these units, tenant selection procedures, monitoring, etc. will be included in an affordable housing agreement, which shall be submitted for review and approval by the City Attorney and recorded against the property. B, Covenants on Existing Units The Irvine Company owns The Bays, an apartment complex consisting of three buildings ]mown as Baywood, 'Bayview and Bayport, which is shown on Exhibit 2. The total number of units in The Bays is 556. Forty -six units in Baywood are restricted as low- income units through 20.11. The Irvine Company will restrict tenant incomes and rental costs for housing units located. *in The Bays complex for a period of 30 years with a recorded document. The number of restricted units will be sufficient to provide the number of affordable units described later in this AHIP, depending on the income level to be served. The Irvine Company will identify which apartments are proposed to meet the affordable housing obligation,, and will not use units that are under any other affordable housing covenant at the time they are proposed to meet the obligation.for North Newport Center. The City.. will inspect the apartments designated to meet the affordable housing requirement to ensure compliance with relevant codes, proper maintenance and adequate North Newport Center Planned Community Affordable Housing Implementation Plan common areas. The Irvine Company will. agree to make improvements, if necessary, to ensure viable housing for the 30 year period. The units must be rented to households qualifying as very low, low or moderate income households. -The annualized rents chargeable for occupancy of the Affordable Units shall not exceed thirty percent (30 %) of the Very Low, Low or Moderate Income limits. The restriction on these units, tenant selection procedures, monitoring, etc. will be included in an affordable housing. agreement, which shall be submitted for review and approval by the City Attorney and recorded against the property(ies). North Newport Center Planned Community 4 Affordable Housing Implementation Plan Exhibit 2 - Child Time Center and The Bays Apartment Complex Locations North Newport Center Planned Community Affordable Housing Implementation Plan Ay Forp � Boniy �n o''_ Harbor View .. a e S �J 4+�( V m � s lfi a ¢� � Sam Fashion Island r+. Imo♦ / pa ff C o o , uN' a e' 0 r ' RD ,,MrJ Y 4.. a SwrteGfN�wpon BurA GiS The Bays Apartment Complex �k Child Time Center Exhibit 2 - Child Time Center and The Bays Apartment Complex Locations North Newport Center Planned Community Affordable Housing Implementation Plan Number of Affordable Units/Income Levels The requirement for affordable housing shall be based on income categories. The Irvine Company will provide either very low, low or moderate income housing, or a combination of income categories, using the percentages shown in the table below. INCOME CATEGORY PERCENTAGE REQUIRED TOTAL AMOUNT Very Low 10% 43 units Low 15% 65 units Moderate 20% 86 units Implementation The affordable' housing units required under this AHIP will be provided incrementally. The affordable units shall be phased as follows: • 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 300t'.market rate unit / one -third of required units Affordable housing agreements shall be executed and recorded at each phase identified. above for any units constructed on the Child Time site and for designated affordable units in The Bays apartment complex prior to the point where a certificate of use and occupancy is issued for the related market rate units. Conclusion Implementation of this AHIP will result in the availability of affordable housing units as identified above within the City of Newport Beach in accordance with the City's Housing Element. North Newport Center Planned Community 6 Affordable Housing Implementation Plan III. Consistency with Housing Element The City of Newport Beach adopted a General Plan in 2006. A Housing Element was included in the General Plan in accordance with State law. The Housing Element identifies goals and programs for the provision of affordable housing in the City. The AHIP is intended to meet the specific goals of the Housing Element as follows: Policy H2.1 Encourage preservation of existing and provision of new housing affordable to very low, low and moderate income households. Program 2.1.2 Take all feasible actions, through use of development agreements, expedited development review and expedited processing of grading, building and other development permits, to ensure expedient construction and occupancy for projects approved with low and moderate income housing requirements. The AHIP supports the City's requirement for the provision of affordable housing for all new development with more than 50 residential units. The Irvine Company has prepared a Development Agreement in accordance with this Policy/Program. Policy H2.2 Encourage the housing development industry to respond to housing needs of the community and to the demand for housing as perceived by the industry, with the intent of achieving the Regional Housing Needs Assessment construction goals within five years. Program . 2.2.1 Require a proportion of affordable housing in new residential developments or levy an in -lieu fee. The City's goal over the five-year planning period is for an average of 15 percent of all new housing units to be affordable to very low, low and moderate- income. households. The City shall either (a) require the payment of an in -lieu fee, or (b) require the preparation of an Affordable Housing Implementation Plan (AHIP) that specifies how the development will meet the City's affordable housing goal, depending on the following criteria for project size: 1. Projects of 50 or fewer units shall have the option of preparing an AHIP or paying the in -lieu fee. 2. Projects where more than 50 units are proposed shall be required to prepare an AHIP. Implementation of this program will occur in conjunction with City approval of any residential discretionary permits or Tentative. Tract Maps. To insure compliance with the 15 percent affordability requirements, the City will include conditions in the approval of discretionary permits and Tentative Tract Maps to require on -going monitoring of those projects. Program 2.2.4 All required affordable units shall have restrictions to maintain their affordability for a minimum of 30 years. As described in Section II, the affordable housing provided per the AHIP will meet the Housing Element requirement for the total affordable units required. The units will be deed restricted to remain affordable for a period of 30 years. In addition, the developer will provide periodic reports in the form required by the City. The provision of the affordable housing units will assist the City in meeting the RHNA construction goals. In conclusion, the AHIP is consistent with the relevant goals and programs in the City's 2006 General Plan Housing Element. IV. Amendments to the AHIP This AHIP may be amended with the approval of the City Council. No modification of the General Plan requirement for affordable units is allowed, unless the requirement, is reduced through an amendment to the General Plan prior to implementation of development. V. Authority The AHIP has been adopted by the City of Newport Beach per Resolution No. on the _ day of 200_. E3 EXHIBIT E: LOCATION OF OPTION SITE AND ASSOCIATED PARKING STRUCTURE P40 qO vy V 44.2-081 �O P� 5 , T CENTER DRIVE EAST z--.-O- NOT-TPSC4lE ' ,yO\ 2 4p0 442 -0 81 -1 4yF \NVF 442-081 -11 EXHIBff F: OPTION AGREEMENT OPTION AGREEMENT This OPTION AGREEMENT ( "Agreement") is entered into as of this _ day of December , 2007, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, successor -in- interest to The Irvine Company, a Michigan corporation ( "Optionor'% and the CITY OF NEWPORT BEACH, a California municipal corporation ( "City"). RECITALS A. Optionor is the owner of that certain real property located in the City of Newport Beach, County of Orange, State of California, consisting of (i) approximately 46,175 square feet of land area more particularly described in Exhibit "1 -A" attached hereto (the "Legal Parcel ") and (ii) the real property adjacent to said land area and described in Exhibit "1 -B" attached hereto (the "Existing Adjacent Parcel "). The location of the Legal Parcel is depicted as the shaded parcel on the Site Map attached hereto as Exhibit "2 ". B. Optionor and City desire to enter into this Agreement to provide for Optionor to grant to City and City to obtain from Optionor, upon the terms set forth in this Agreement, an option to purchase the Legal Parcel and a portion of the Existing Adjacent Parcel, with the total net land area not to exceed 54,000 square feet, the boundaries to be established by City in accordance with this Agreement (the Legal Parcel and said portion of the Existing Adjacent Parcel sometimes are referred to herein as the "Land "). The parties desire for the Land to be conveyed together with all improvements thereon, all easements, licenses, and interests appurtenant thereto, and all development rights, governmental approvals, and land entitlements, owned or held by Optionor, to the extent pertaining to the Land (collectively, the "Property "). C. City and Optionor are entering into this Agreement pursuant to Section 4.8.1 of that certain Zoning Implementation and Public Benefit Agreement between City and Optionor dated December 18, 2007 ( "Development Agreement'. AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, Optionor and City agree as follows: 1. OPTION TO ACQUIRE. 1.1 Survey, Legal Description of Land: Compliance with Subdivision Map Act. City shall have the right to establish, the boundaries of the Land provided that (a) the boundaries shall not extend beyond the combined existing boundaries of the Legal Parcel, and the Existing Adjacent Parcel, (b) the Land shall not exceed 54,000 square feet of net land area (as defined below), and (c) to the extent the boundaries of the Land extend beyond the Legal Parcel, the shape and configuration of the Land shall be reasonably related to City's good faith efforts to design an efficient and functional City Hall on the Land and shall not unreasonably impair Landowner's ability to develop, use, and obtain ingress to and egress from the balance of the Existing Adjacent Parcel, as determined by Optionor in its reasonable discretion. By September 30, 2008, City shall notify Optionor of the land area that City has determined will comprise the Land through an exhibit depicting the boundaries of the Land. If Optionor objects to said proposed boundaries, then Optionor shall so inform City by written notice within five (5) business days. The notice shall set forth with reasonable particularity the nature of Optionor's objections, and Optionor and City thereafter shall cooperate in good faith to develop mutually acceptable boundaries consistent with the intent set forth above. If Optionor does not object within said five (5) business day period, then Optionor shall be deemed to have approved the boundaries proposed by City. Within thirty (30) days after approval by Optionor of the boundaries for the Land, Optionor shall obtain and deliver to City a current survey of the Land consistent with said boundaries ( "Survey ") prepared by a licensed civil engineer or registered surveyor in accordance with the current ALTA/ACSM standards, and shall be certified to City, Optionor, and First American Title Company ("Title Company "). The Survey shall establish both the gross land area and net land area of the Property for purposes of confirming the Purchase Price pursuant to Section 2 of this Agreement. As used herein, the term "net land area" shall mean the gross land area of the Land excluding any areas around the perimeter of the Land that have been or are required to be dedicated to City for road or sidewalk purposes (i.e., if the legal parcel in which the Land is situated includes the half width of the abutting street). In addition, the Survey shall show a metes and bounds description of the Land, consistent with the boundaries approved by City and Optionor pursuant to the foregoing, and shall show all easements encumbering and easements appurtenant to the Land, visible or recorded, and roads and other means of physical and record ingress and egress to and. from the Land. Within thirty (30) days after City's receipt of the Survey, City shall deliver written notice to Optionor approving or disapproving the same. In the event that City disapproves the Survey, said disapproval shall identify in detail any changes that are required to be made in order to obtain City's approval thereof and Optionor shall promptly make said changes, provided that (i) the land area of the Land as described in the metes and bounds description shall be consistent with boundaries approved by City and Optionor pursuant to the foregoing and (ii) the changes shall not require Optionor to take any actions, other than revision of the Survey, which would require Optionor to spend any monies or incur any obligations. Upon City's approval of the Survey, the term "Land" as used in this Agreement shall mean the land described in the approved metes and bounds description. City's approval of the Survey shall be for the purpose of establishing the metes and bounds description of the Land and the net land area for purposes of establishing the Purchase Price in accordance with Section 2, and shall not constitute City's approval of any easements or encumbrances on the Property. The parties acknowledge that the Land is not an existing `legal lot" under the Subdivision Map Act. Accordingly, promptly following the approval of the Survey, Optionor and City shall take such steps as may be appropriate to effect such lot line adjustments as reasonably may be proposed by Optionor or City to (a) establish and/or confirm that the Land, as described and approved per the Survey, thereafter shall consist exclusively of one or more legal lots under the Subdivision Map Act, and (b) establish and/or confirm that any property adjoining the Land and retained by Optionor (any such property, the "Retained Property "), including any property that remains from a former legal lot after adjustments of boundary lines so as to establish the Land, thereafter shall consist exclusively of one or more legal lots under the Subdivision Map Act. At the request of Optionor and subject to any public review process, such steps may include any actions that reasonably may be required of City, at no cost to City, in order to establish or confirm that the Retained Property shall be in compliance with the Subdivision Map Act (e.g., -2- the issuance by City of a certificate of compliance with respect to the Retained Property). The completion of the above described steps in accordance with applicable law sometimes is referred to herein as the "Subdivision Map Act Condition." Optionor acknowledges that minor boundary adjustments may need to be made to the existing rights -of -way within the vicinity of the Land in order to accommodate the creation of the Land as a separate parcel and the construction of a City Hall thereon, and Optionor shall, within thirty (30) days after written request by City, dedicate to City the rights -of -way necessary to accommodate said boundary adjustments. 1.2 Grant of Option Optionor hereby grants to City an option to purchase the Property upon all of the terms, covenants, and conditions contained in this Agreement ( "Option ") and in the Escrow Instructions to be executed in accordance with Section 1.5 below. The Option created hereby shall be irrevocable by Optionor and shall be binding upon the successors and assigns of Optionor. Optionor's granting of the Option to City shall be in consideration of City's performance of its obligations set forth in that certain Zoning Implementation and Public Benefit Agreement between Optionor and City dated December 18, 2007 (the "Development Agreement"), and City shall not be required to pay any option fee, or pay or provide any other consideration or purchase price for the Option. Contingent upon the occurrence of the Effective Date, as referred to in Section 11 of the Development Agreement, Optionor hereby represents and warrants to City that the Development Agreement has been duly executed and delivered by Optionor to City, that all steps and approvals have been taken and obtained under applicable law in order for the Development Agreement to become effective and to become the binding obligation of Optionor, and that the Development Agreement constitutes a valid and binding obligation of Optionor, fully enforceable against.Optionor in accordance with its terms. Contingent upon the occurrence of the Effective Date, as referred to in Section. 11 of the Development Agreement, City hereby represents and warrants to Optionor that the Development Agreement has been duly executed and delivered by City, that all steps and approvals have been taken and obtained under applicable law in order for the Development Agreement to become effective and to become the binding obligation of City, and that the Development Agreement constitutes a valid and binding obligation of City, fully enforceable against City in accordance with its terms. 1.3 Option Period. The term of this Option ( "Option Period's shall commence on the Effective Date, as defined in Section 11 of the Development Agreement, and expire on the earliest of the following dates: (i) the date that is 48 months after the Effective Date; (ii) upon City's termination of this Agreement by delivery of written notice of termination to Optionor, which notice City shall have the right to deliver at any time during the Option Period prior to City's exercise" of the Option; (iii) the date City's electorate approves and City implements an initiative restricting the location of a new City Hall building to a site outside of Newport Center Block 500, with such initiative to be deemed implemented upon the issuance of a certificate of occupancy for a.City Hall building at that site; or (iv) the date (if any) upon which the Development Agreement ceases to be in full force and effect. 1.4 Conditions to Exercise of Option. City's right to exercise the Option shall be subject to the satisfaction of the following conditions: (i) the Effective Date under the Development Agreement shall have occurred, and the Development Agreement shall continue to -3- be in full force and effect, and (ii) City shall have awarded a contract for the construction of a new City Hall on the Property, which contract shall call for construction substantially consistent with the design adopted by the City pursuant to Section 6 of this Agreement. 1.5 Manner of Exercise of Option. In the event this Agreement has not earlier terminated pursuant to the provisions of Section 1.3 above, City shall have the right to exercise the Option during the Option Period by delivering to Optionor or Optionor's counsel written notice of City's election to acquire the Property, together with three (3) originals of the Agreement for Purchase and Sale of Real Property and Escrow Instructions in the form attached hereto as Exhibit "6" ( "Escrow Instructions "), with each original of said Escrow Instructions fully executed by City and with (a) the blank in Section 2.1 of the Escrow Instructions completed with the Purchase Price, (b) the blank in Section 3.2(b) of the Grant Deed completed to reference the executed Escrow Instructions, (c) Exhibit "3" to the form of Grant Deed completed to reference the plans for the construction of the new City Hall, as adopted per Section 6 of this Agreement, (d) Exhibit 114" to the form of Grant Deed completed to reference the Conduit Area identified pursuant to Section 6 of this Option Agreement, and (e) Exhibit "5" to the form of Grant Deed be completed to reference the Parking Structure Site identified in the Development Agreement. Optionor shall thereupon promptly execute the Escrow Instructions, with Sections 5 and 6 initialed by Buyer and Seller, respectively, in the spaces provided, and deliver, within seven (7) days after, receipt thereof, one fully executed original to City and one fully executed original to First American Title Company at its offices located at 2 Fist American Way, Santa Ana, CA 92707 ( "Escrow Holder "), and shall retain one fully executed original for Optionor's records. Thereafter, Optionor and City shall cooperate in executing any additional and supplemental escrow instructions as may be required by the Escrow Holder to perform its duties with respect to the escrow, provided that in the event of any conflict between the form of Escrow Holder's standard escrow instructions and the Escrow Instructions, the Escrow Instructions shall govern. The date that the Escrow Instructions are executed and delivered by City to Optionor shall be the date inserted on the first page of the Escrow Instructions as the date of the Opening of Escrow. The Close of Escrow shall occur within thirty (30) days following the exercise of the Option by City, as more particularly'provided in the Escrow Instructions. 1.6 Recordation of Memorandum. Within five (5) business days after the date the metes and bounds description of the Land is determined in accordance with Section 1.1 of this Agreement, Optionor shall execute and deliver to City a short form memorandum of this Agreement ( "Memorandum ") in the form attached hereto as Exhibit "3." Said Memorandum shall be completed to insert the Effective Date in the blank in Section 1 of the Memorandum. Upon receipt of the Memorandum from Optionor, City shall execute the Memorandum and cause it to be recorded in the Official Records of Orange County, California. 1.7 Document to Remove Cloud. This Agreement constitutes only an Option to purchase the Property, and although the Option granted hereby shall automatically terminate with respect to the Property unless exercised within the time and in accordance with the other provisions set forth herein, City agrees that upon termination or expiration of the Option Period or, if City timely exercises the Option but the Closing provided for in the Escrow Instructions does not occur for any reason other than an uncured material default by Optionor, City shall execute, acknowledge, and deliver to Optionor upon Optionor's request therefor, a quitclaim H deed or such other document(s) required by a reputable title company to remove any cloud from Optionor's title to the Property that might arise as a result of the Option. 2. PURCHASE PRICE. .In the event that City exercises the Option, the purchase price payable by City to Optionor for the Property shall be the. sum of One Hundred Forty -Five Dollars ($145.00) per square foot of net land area ( "Purchase Price'). The net land area of the Property shall be determined by the Survey to be obtained by Optionor and approved by City pursuant to Section 1. 1 of this Agreement. Within five (5) days after City's approval of the Survey as provided for in Section 1. 1, City and Optionor each shall execute and deliver to the other a written instrument confirming the net land area of the Property and the Purchase Price resulting therefrom. Prior to executing the Escrow Instructions, the parties shall insert the amount of the Purchase Price into the blank in Section 2.1 of the Escrow Instructions. If City exercises the Option, the Purchase Price shall be paid by City to Optionor at the Closing in accordance with the terms set forth in the Escrow Instructions. As used herein, the terms "Closing," "Close of Escrow" and "Closing Date" shall have the meaning ascribed in Section 3.1 of the Escrow Instructions. 3. INSPECTIONS AND REVIEW. 3.1 Delivery of Property Documents. Within five (5) days after the date of this Agreement, Optionor shall deliver to City all documents, reports, agreements or other items which, to the knowledge of Optionor, are in Optionor's possession or control relating to the Property, including without limitation the following, to the extent within the knowledge of Optionor (collectively, the "Property Documents "): all information and documents relating to the condition of the soils, groundwater, subsurface improvements, including without limitation building foundations and underground utility fines; and subsurface physical and environmental conditions on and under the Property, including copies of all asbestos, lead -based paint, soils, seismic, geologic, drainage, toxic waste, engineering, environmental and similar type reports and surveys; all information and documents relating to the physical and environmental condition of the structures located on the Property; any survey of the Property; and all engineering reports and studies relating to the physical and environmental condition of the Property. During the Option Period, Optionor shall promptly deliver to City any additional Property Documents that Optionor comes to posses or control after the date of this Agreement. Optionor makes no representations as to the accuracy or completeness of such information or to any analyses based on such information. 3.2 Condition of Title. Prior to the date of this Agreement, City reviewed that certain preliminary title report dated 2007, issued by the Title Company under Order No. ( "Title Report"). City agrees it shall accept title to the Property on the Close of. Escrow subject to the following title exceptions (collectively, the "Approved Title Exceptions "): (i) the standard printed exceptions and exclusions contained in the form of the Title Policy commonly used by Title Company; (ii) the exceptions disclosed as items of the Title.Report; (iii) the Grant Deed attached as Exhibit "B" to the Escrow Instructions; and (iv) any other exceptions to title that may be caused by City or that may be approved in writing by City in its sole and absolute discretion. If City exercises the Option to purchase the Property, Optionor shall be responsible for removing prior to the Close of Escrow all title exceptions that -5- do not constitute Approved Title Exceptions. Without City's written consent, Optionor shall not allow any new title exceptions or defects to be created that will not be eliminated or removed by Optionor prior to the Closing (if City timely exercises the Option). 3.3 Right of Entry. During the Option Period (and, if City timely exercises the Option, from that date until the Closing or the termination of the. Escrow Instructions, whichever first occurs), City (either directly or through any of City's employees, representatives, agents, engineers, consultants, contractors, and designees) shall have the right to enter onto the Property to make such independent investigations, inspections, tests, reviews, studies or surveys as City deems necessary or appropriate, including without limitation, any desired investigations of the site work, soil, subsurface soils, drainage, seismic and other geological and topographical matters, and location of any asbestos, toxic substances, hazardous materials or wastes, provided, however, that: (i) all of the foregoing inspections, investigations, tests, etc. shall be performed by City at City's sole cost and expense; (ii) City shall not enter the Property for any such purposes unless it first has provided Optionor with evidence reasonably satisfactory to Optionor that City (and its employees, representatives, agents, engineers, consultants, contractors or designees, as the case may be) possess insurance reasonably acceptable to Optionor in scope and coverage to protect against damages or losses that may be suffered in connection with such activities, and that Optionor has been made an additional insured with respect to such policies; (iii) City shall provide written notice to Optionor at least 48 hours prior to inspection and any on -site inspection must be conducted in the company of a representative of Optionor; (iv) with respect to any invasive inspections, City shall obtain the prior written approval of Optionor prior to conducting such inspections, investigations, tests, etc. which approval shall not be unreasonably withheld, conditioned or delayed; (v) City shall; in a timely manner, repair any and all damage to the Property caused by such inspections, investigations, tests, etc. and return the Property as close as reasonably practicable to its original condition prior to City's entry, unless such repair would be legally prohibited under any environmental or other applicable laws (in which case City shall be responsible for reimbursing Optionor in full for the reasonable costs that would be required to repair and restore the Property to such standard, excluding the costs attributable to compliance - with environmental and other applicable laws); (vi) City shall keep the Property free of all liens in connection with its inspection of the Property and shall cause all such liens to be removed immediately upon its being notified of same; and (vii) City shall not materially disrupt the ordinary course of Optionor's businesses and/or activities on the Property during any such inspections, investigations, tests, etc. (including without limitation parking of automobiles or any business or activities conducted by any tenants or other third parties on the Property with the permission of Optionor, although Optionor agrees that it shall cooperate reasonably with City (subject to any contractual limitations which may be binding upon Optionor) in order to permit City to undertake its desired inspections, inspections, tests, etc.).. City shall indemnify, defend and hold harmless Optionor from and against any and all damage, liability or expense arising from the entries of City, its agents, contractors, consultants, and employees upon the Property; provided, that the foregoing indemnity shall not apply to any damage, liability or expense arising from or related to (a) the mere discovery of matters by City during its investigation of the Property, including any latent defects in or Hazardous Materials on of in the Property or any diminution in value of the Property as a result thereof, or (b) negligent or wrongful acts or omissions of the Optionor.or its agents, representatives or employees. IM 4. REPRESENTATIONS AND WARRANTIES; CONDITION OF PROPERTY. 4.1 Optionor's Representations and Warranties. Optionor hereby makes the following representation and warranties as of the date hereof and acknowledges that the execution of this Agreement by City has been made and, if the Option is exercised, the acquisition by City of the Property will be made in material reliance by City on such covenants, representations and warranties: (a) Power; Consents. Optionor has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, to perform its obligations hereunder and to consummate the transaction contemplated hereby, and all documents to be executed by Optionor hereunder, including the Escrow Instructions if City exercises the Option, are and at the time of Closing will be duly executed and delivered by Optionor, are and at the time of Closing will be legal, valid and binding obligations of Optionor enforceable against Optionor in accordance with their respective terms and do not and at the time of Closing will not violate any provision of any agreement, or judicial order to which Optionor or the Property is subject. Optionor has obtained all necessary authorizations, approvals and consents to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) No Litigation. Optionor has not received written notice of any pending or threatened claims, allegations, lawsuits or governmental investigations of any kind, whether for personal injury, property damage, property taxes or otherwise affecting or relating to the Property, nor to the actual knowledge of Optionor, any such action or proceeding pending or threatened. (c) Compliance with Laws. To Optionor's actual knowledge, the Property is not in violation of any applicable law, rule, statute, ordinance or regulation, and Optionor has not received any written notification from any applicable governmental authority having jurisdiction over the Property of any existing, past or potential violation of applicable law. (d) Hazardous Materials. Optionor has no actual knowledge, and has not received any written notice or communication from any governmental agency having jurisdiction over the Property notifying Optionor, of the presence of surface or subsurface zone Hazardous Materials in, on, under or adjacent to the Property or any portion thereof (provided, however, that the parties acknowledge that Optionor has informed City of Optionor's understanding that those certain properties in the vicinity of the Land listed on Exhibit "4" may have experienced Hazardous Materials contamination problems, and that Optionor makes no representation, warranty or other assurance as to the nature, extent or status of such contamination problems, but rather encourages City to consider the consequences of the same during the course of its due diligence). The term "Hazardous Materials" shall mean (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including, but not limited to, substances deemed as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants," -7- "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ( "CERCLA'% 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act ( "TSCA "), 15 U.S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act ( "RCRA "), 42 U.S.C. § 9601, et seq.; the Clean Water Act ( "CWA "), 33 U.S.C. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; the Clean Air Act ( "CAA"), 42 U.S.C. § 7401 et seq.; the Hazardous Waste Control Law, California Health and Safety Code § 25025 et seq., the Carpenter- Presley - Tanner Hazardous Substance Account Act, California Health and Safety Code, Division 20, Chapter 6.8, the Hazardous Materials Release Response Plans and Inventory Act, California Health and Safety Code, Division 20, Chapter 6.95, The Underground Storage of Hazardous Substances Act, California Health and Safety Code, Division 20, Chapter 6.7, the Porter - Cologne Act, California Water Code § 13050 et seq. and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinances now or hereafter in effect relating to environmental matters (collectively, "Environmental Laws "); including without limitation (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel, (E) asbestos, or (F) lead -based paint. (e) . Rights of Third Parties. Optionor has not entered into any lease or other agreement for possession or sale with any person or entity, except City, pursuant to which such person or entity has any interest or future right or interest to occupancy, possession or use of all or any portion of the Property, except for those agreements listed on Exhibit "5" or any other agreements that may be listed in the Title Report, all of which City is encouraged to review in accordance with the provisions of this Agreement. (f) Bankrixptcy. Optionor has not, and as of the Closing if City exercises the Option, Optionor shall not have (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Optionor's creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Optionor's assets, which remains pending as of such time, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Optionor's assets, which remains pending as of such time, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. For purposes of this Agreement, whenever any representation, warranty, certification or other statement of Optionor is stated to be made to the "knowledge," "best knowledge," or "actual knowledge" of Optionor or any of its agents or representatives, such statement shall be deemed to refer to, and to be strictly limited and confined to, the present actual knowledge of Dan Miller, Senior Vice President, Entitlement & Public Affairs; Ron Keith, Executive Vice President, Commercial Property Development; and Danielle Sim, Senior Vice President, Property Operations, and without any obligation on the part of such persons to undertake any further investigation or inquiry (including without limitation any investigation or inquiry into ME files or into the content or effect of applicable laws). In no event shall such individuals have any personal liability on account of such knowledge or their designation for purposes of this paragraph. If Optionor becomes aware of any act or circumstance which would materially change or render materially incorrect, in whole or in part, any representation or warranty made by Optionor under this Agreement, whether as of the date given or any time thereafter through the Closing Date and whether or not such representation or warranty was based upon Optionor's actual knowledge and/or belief as of a certain date, Optionor shall promptly deliver written notice of such changed fact or circumstance to City. In addition, if at any time prior to the termination of the Option Period or the close of the escrow provided for in the Escrow Instructions, whichever first occurs, any of the individuals specifically referred to in this paragraph ceases to be employed by Landowner or ceases to occupy his or her current job position in terms of responsibility with respect to the Property that is the subject of this Agreement, the person or persons then employed by Landowner who replace such person(s) in such job position(s) or capacity(ies) automatically shall be deemed to have been added to the list of persons specified above .for purposes of the obligation of Optionor to promptly deliver such written notice to City of such changed fact or circumstance. 4.2 Survival. All representations and warranties contained in Section 4.1 shall be true and correct on the date hereof, and Optionor's liability for misrepresentation of or breach of warranty, representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing for a period of twelve (12) months from the Closing Date, and thereafter Optionor shall have no liability with respect thereto;' and provided further, however, Optionor shall have no liability whatsoever to City with respect to a breach of any of the representations and warranties herein contained if City obtains knowledge of a fact or circumstance the existence of which would constitute a breach of Optionor's representations and warranties hereunder prior to the Closing Date and City proceeds to Closing, in which event each representation or warranty shall be deemed automatically amended to conform with the knowledge.of City as of the Closing Date, and Optionor shall have no liability whatsoever for such previously inaccurate representation or warranty. For the purposes hereof, City shall be deemed to have knowledge of any fact or circumstance set forth in any environmental assessment, soils, geological, physical condition or other report received by City prior to Closing, and the representations and warranties herein contained shall be deemed automatically modified to the extent information contained in any environmental assessment, soils, geological, physical condition or other report received by City prior to Closing is inconsistent with the matters covered herein. 4.3 Disclaimer of Further Representations or Warranties, AS -IS Sale. If City elects to exercise the Option to acquire the "Property, City acknowledges it will have had an adequate opportunity to review, enter, inspect and assess the Property and the Property Documents, and all aspects thereof, including without limitation the Property's physical characteristics and conditions, the nature and extent of any environmental contamination within the Property (and of any. steps to remediate the same), the condition of the soils within the Property, the geological condition of the Property and the relative seismic risks pertaining to the Property, the availability or adequacy of access to.the Property, the nature of any other properties surrounding or within the vicinity of the Property, and all other matters related or relevant to the Property, the acquisition thereof or the development thereof. Upon the Close of Escrow, and except as otherwise expressly provided in this Agreement, City shall be deemed to have waived any and all objections to any of the foregoing matters and to have accepted the Property in its present "AS -IS," "WHERE -IS," "WITH ALL FAULTS" condition; provided, however, that nothing in this Section 4.3 is intended to limit or restrict Optionor's representations and warranties set forth in Section 4.1 or City's right to rely upon the same and its remedies for Optionor's breach thereof for the period of time set forth in Section 4.2. 5. OPTIONOR'S COVENANTS. During the period between the execution of this Agreement and the expiration of the Option Period (and, if City timely exercises the Option, from that date until the Closing), (i) Optionor shall not further encumber or place any further liens or encumbrances on the Property, including, but not limited to, covenants, conditions, restrictions, easements, liens, leases, tenancies, or other possessory interests without the prior written consent of City which consent may be withheld by City in its sole discretion; provided, however, that City agrees that City's consent shall not be required, and Optionor shall have the right to proceed with, any such encumbrances which by their terms shall terminate or be terminable by Optionor at or before the Closing (and provided further that to the extent any such encumbrances cause any material damage to the Property, Optionor shall repair such damage at or before the Closing); (ii) Optionor shall not take any affirmative action to cause physical damage to the Property, and shall not place or authorize to be deposited, stored, or placed on, in, or under any portion of the Property any Hazardous Materials other than in strict compliance with applicable federal, state, and local environmental laws and as may be appropriate and necessary to maintain and repair the Property (e.g., the use of minor amounts of pesticides to control weeds); and (iii) Optionor shall not take or permit to be taken any actions constituting waste of the Property and shall maintain or cause to be maintained the Property in substantially the same condition as exists on the date of this Agreement and, except in the ordinary course of business, Optionor shall not make any alterations to the Property. 6. DESIGN AND CONSTRUCTION OF CITY HALL. 6.1 In the event City exercises the option and acquires the Property, all construction by City on the Property shall be completed at no cost to Optionor and shall be performed in a manner reasonably tailored to minimize the disruption of the operation of neighboring properties. With respect to the City Hall improvements to be initially constructed by City on the Property if City exercises the Option, City agrees (i) prior to the award of any design contract for the proposed improvements, Optionor shall have thirty (30) days to review and comment on the proposed improvements and design plan, and (ii) after the design plans have been completed and prior to soliciting public bids for such improvements, Optionor shall have sixty (60) days to review and comment on City's designed improvements or any significant changes thereto. Upon receipt of Optionor's comments, City shall give reasonable consideration to any suggestions provided by Optionor regarding the proposed improvements; provided, however, City is not required under this Agreement to implement any suggestions made by Optionor. City and Optionor acknowledge that it is mutually beneficial for the City Hall building and the Parking Structure (as such term is used in the Development Agreement) to be compatible in design and functionality. It is recognized that the City Hall is a unique civic building which should have a distinctive architectural style and that the style of City Hall, while distinctive, should incorporate elements of the design vocabulary referenced in the North -]0- Newport Center Development Plan (as such term is used in the Development Agreement), including the design regulations included therein. While the design the City selects need not resemble an office building and may be distinctive, City agrees that the City Hall shall not be constructed in a post modem "deconstructivist" style out of character with the existing architectural style of North Newport Center, and further that the plans shall call for no more than 1,000 square feet of "Floor Area" (as hereinafter defined) within the building improvements within the City Hall building for each 4.17.parking spaces within the Parking Structure that, per the Development Agreement, have been granted to the City by easement for use in connection with the City Hall improvements on the:Property. For purposes of this Option Agreement, the term "Floor Area" shall mean "Net Floor Area" as defined in the City of Newport Beach Municipal Code in effect as of the date hereof. 6.2 The parties acknowledge that the form of Grant Deed attached as Exhibit "B" to the Purchase Agreement calls for Optionor to reserve certain rights in the Land for the location of "Conduit" (as such term is used in said Grant Deed) reasonably necessary for development and operation of the Parking Structure or any other improvements being developed pursuant to the Development Agreement. In order to identify the area within the Land, if any, within which such Conduit may be located (the "Conduit Area'% the parties agree as follows: (a) The Conduit Area shall be located within 10 feet of the exterior boundaries of the portions of the Land immediately adjacent to any public or private street. (b) As Optionor proceeds with the design and development of the Parking Structure pursuant to the. Development Agreement and/or City proceeds with the design and development of the City Hall building and related improvements on the Land, Optionor and City each shall have the right, in accordance with this clause (b) and clause (c) below, to reduce the scope of the Conduit Area, with an eye toward both providing reasonable opportunity for the laying of Conduit reasonably necessary for the Parking Structure and minimizing any undue interference with the ultimate location of the City Hall improvements upon the Land. The ultimate location of the Conduit Area shall be within the area described in clause (a) above; provided, however, that the location of the Conduit Area may be reduced with the approval of both Optionor and City, which approval shall not be unreasonably withheld, conditioned, or delayed by either party. In proceeding with development of the Parking Structure and the City Hall improvements, the parties shall have the right to rely on the Conduit Area as so approved in writing by Optionor and City. (c) In connection with Optionor's provision of comments to proposed plans for the City Hall improvements in accordance with Section 6.1 above, Optionor further shall identify any encroachments of the proposed City Hall improvements upon the Conduit that Optionor proposes to construct or install within the Conduit Area, and the parties shall cooperate to mutually identify a revised Conduit Area to the extent reasonably appropriate (and subject to the interests of Optionor and City described in clause (b) above). -11- (d) The Conduit Area determined pursuant to the foregoing shall be delineated with reasonable precision and described in Exhibit "4" to the form of Grant Deed to be delivered pursuant to the Escrow Instructions. 7. LIKE -KIND EXCHANGE. Notwithstanding anything to the contrary in this Agreement, City acknowledges and agrees that Optionor shall have the right at Closing, in lieu of receiving the Purchase Price for the sale of the Property; to exchange the Property (the "Tax -Free Exchange') in a transaction intended to qualify as a tax -free exchange under Section 1031 of the Internal Revenue Code of 1986, as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the "Code "). If Optionor elects to effect a Tax -Free Exchange pursuant to this Section, Optionor shall provide written notice to City prior to Closing, in which case Optionor shall enter into an exchange agreement and other exchange documents with a "qualified intermediary" (as defined in Treas. Reg. § 1.1031(k)- 1(g)(4) of the Code) (the "Exchange Party "), pursuant to which Optionor shall assign all of its, right, title and interest under this Agreement to the Exchange Party. City shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax -Free Exchange which are in form and substance reasonably acceptable to City, and otherwise cooperate with Optionor in all reasonable respects to effect the Tax -Free Exchange. City agrees that if Optionor elects to effect a Tax -Free Exchange pursuant to this Section, at Closing, City shall pay the Purchase Price to the Exchange Party and direct Escrow Agent to disburse the. Purchase Price to the Exchange Party. Notwithstanding the foregoing, (i) the Tax -Free Exchange shall not diminish City's rights, nor increase City's liabilities or obligations, under this Agreement, nor delay the Closing; (ii) Optionor shall pay for all fees, costs and expenses in connection with the Tax -Free Exchange; (iii) ) the purchase and sale of the Property shall not be conditioned upon the consummation of the 1031 exchange; (iv) in no event shall Optionor be relieved from liability under the Agreement or the Escrow Instructions to be executed in connection herewith including, without limitation, with respect to representations and warranties of Optionor to City under this Agreement and its exhibits (to the. extent the same by their terms survive the Closing); (v) the consummation of the 1031 exchanges shall be at no liability, risk, fee or expense to the City; and (vi) the Optionor shall protect, indemnify, defend and hold City free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys' fees and expenses, incurred as a consequence of effecting the transaction through the Tax -Free Exchange (rather than through the direct sale of the Property by Optionor to City). 8. MISCELLANEOUS. 8.1 Attorney's Fees. If either party commences an action against the other to enforce any of the terms of this Agreement or because of the breach by either party of any of the terms of this Agreement, the losing party shall pay to the prevailing party its expert witness fees and its reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action, including appeal of and/or enforcement of a judgment. 8.2 Notices. All notices required to be delivered under this Agreement to the other party must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United !!Fa States mail, registered or certified; (iii) twenty -four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt of a telecopy or fax transmission, provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto. Notices delivered after 5:00 PM on a business day shall not be deemed to have been delivered until the following business day. As used herein, business days shall exclude weekends and state and federal holidays. The parties' respective addresses for notices are as set forth below, (with such addresses subject to change from time to time if a notice of change of address is delivered in accordance with the notice provisions set forth herein: To Optionor: The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA 92660 -0015 Attn: General Counsel Facsimile: (949) 760 -0896 Copy to: Latham & Watkins LLP 600 West Broadway, Suite 1800 San Diego, CA 92101 -3375 Attn: Christopher W. Garrett Facsimile: (619) 696 -7419 To City: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Manager Facsimile: (949) 644 -3020 Copy to: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Attorney Facsimile: (949) 644 -3139 8.3 Assignment. Neither party shall, whether voluntarily, involuntarily, or by operation of law, assign all or any part of this Agreement or any rights hereunder without the other party's written approval, which approval may be withheld in the other party's sole and absolute discretion; except that (a) Optionor may proceed with the Tax -Free Exchange in accordance with Section 7 hereof, and (b) City many assign its rights to another governmental entity controlled by City and solely for financing purposes (including without limitation a public financing authority), provided that (i) the nominee is a tax- exempt entity and (ii) City shall continue to be liable for all obligations of City hereunder and under the Escrow Instructions. Also, City may specify a tax- exempt nominee controlled by City to whom title will be conveyed -13- on the Closing Date if the Option is exercised. In connection with any assignment, any assignee shall execute all documents reasonably necessary to assume all of the obligations imposed under this Agreement as if the assignee were the original party to this Agreement. 8.4 Time of the Essence. Time is of the essence with respect to each. of the terms, covenants, and conditions of this Agreement. 8.5 Binding on .Heirs. Subject to the limitations set forth in Section 8.3 above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. 8.6 Entire Agreement. With the exception of the Zoning Implementation.and Public Benefit Agreement, and the Escrow Instructions if the Option is exercised by City, this Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and all negotiations and agreements, statements or promises between the parties hereto or their agents with respect to this transaction are merged in this Agreement, which alone expresses the parties' rights and obligations. No other prior agreements or understandings not contained or incorporated herein shall be binding or valid against either of the parties hereto. 8.7 Modification. Any amendments or modifications to this Agreement must be in writing and executed by both parties to this Agreement. 8.8 Waivers. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the party shall not be construed as a waiver of any succeeding breach. of the same,or other covenants, agreements, restrictions or conditions thereof. 8.9 Interpretation; Governing Law; Form. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. Title and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. This Agreement shall be construed in accordance with the internal laws of the State of California in effect at the time of the execution of this Agreement without regard to conflict of law principles. Venue and jurisdiction of any action arising out of this Agreement shall exclusively be in any state or federal court sitting in the County of Orange, State of California. 8.10 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or .unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. -14- 8.11 Authority to Execute. Each individual executing this Agreement on behalf of a party hereto warrants that (i) such party is duly organized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. 8.12 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. [signature page follows] -15- IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the day and year first above written. ATTEST: City Clerk APPROVED AS TO FORM: City Attorney "OPTIONOR" THE IRVINE COMPANY LLC, a Delaware limited liability company By: Its: By: Its: "CITY" CITY OF NEWPORT BEACH, a California municipal corporation By: Its: -16- EXHIBIT "1 -A" TO OPTION AGREEMENT LEGAL LOT INCLUDED WITHIN PARCEL The real property described as A.P.N. 442 - 081 -06 EXHIBIT "1 -B" TO OPTION AGREEMENT EXISTING ADJACENT PARCEL The real property described as A.P.N. 442 - 081 -08 EXHIBIT "2" TO OPTION AGREEMENT SITE MAP P� F O �?g �� pJ aa2 -osl -c 5 , ART DENSER DRIVE EAST N� a� - 081 -12 �ob z --.W-O NOT-TOSOUE EXHIBIT "3" TO OPTION AGREEMENT MEMORANDUM OF OPTION AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Clerk (Space Above For Recorder's Use) Exempt from the payment of a recording fee pursuant to Govemment Code Sections 6103 and 27383. MEMORANDUM OF OPTION AGREEMENT By this MEMORANDUM OF OPTION AGREEMENT ("Memorandum") entered into as of the _ day of ,2008, THE IRVINE COMPANY LLC, a Delaware limited liability company ( "Optionor'), and CITY OF NEWPORT BEACH, a California municipal corporation ( "City "), the parties hereby agree as follows: 1. Optionor .has granted to City an option (the "Option ") to acquire, that real property located in the City of Newport Beach, County of Orange, State of California, more particularly described in the legal description attached hereto as Exhibit "A" ( "Property'), in accordance with and subject to the terms and conditions set forth in that certain unrecorded Option Agreement dated December _, 2007 ( "Option Agreement "). The Option Agreement has an "Effective Date" of . The terms and provisions of the Option Agreement are incorporated herein by this reference as if fully set forth below. Capitalized terms utilized in this Memorandum which are not expressly defined herein shall have the meaning given to them in the Option Agreement. 2. The Option to purchase shall terminate, to the extent not exercised, on the date set forth in the aforesaid Option Agreement and shall otherwise be subject to the terms and conditions contained therein. In any event, this Memorandum shall terminate no later than forty - eight (48) months after the.Effective Date. ... . . 3. This Memorandum is intended only to memorialize the existence of the Option Agreement and does not constitute an amendment or modification thereof. In the event of any inconsistency between this Memorandum and the -terms and conditions set forth in the Option Agreement, the Option Agreement shall prevail and control. [signature page follows] IN WITNESS WHEREOF, Optionor and City have entered into this Agreement as of the date set forth above. rrrrskis City Clerk APPROVED AS TO FORM: City Attorney "OPTIONOR" THE IRVINE COMPANY LLC, a Delaware limited liability company By: Its: By: Its: "CITY" CITY OF NEWPORT BEACH, a California municipal corporation am -2- Its: STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On before me, Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL]. STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On before me, Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. [SEAL] Notary Public -3- STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On before me, Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. [SEAL] Notary Public M1 EXHIBIT "A" TO MEMORANDUM LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of Newport Beach, County of Orange, State of California, described as follows: [to be inserted] EXHIBIT "4" TO OPTION AGREEMENT DISCLOSURE RE: NEARBY PROPERTIES WITH POTENTIAL CONTAMINATION HISTORIES In the area of the Land, Optionor is aware of certain sites that may have experienced a hazardous substance contamination problem. These sites are identified and discussed below. Optionor's awareness of these sites is based either on a current or prior ownership of the property, or because the condition was otherwise brought to Optionor's attention, but Optionor makes no representation or warranty as to the accuracy of the information within this Exhibit. Further, while Optionor is providing this information as a courtesy to City, this information should not be viewed as an exhaustive listing of environmentally contaminated properties within the vicinity of the Land, or of the nature or extent of any such contamination. It is recommended that City satisfy itself as to the effect of the sites described herein (or any other sites) on the condition of the Land. Bayside Cleaners 1056 S. Bayside Drive, Newport Beach, CA During a preliminary investigation, low concentrations of the dry cleaning solvent PCE was detected in site soils. Orange County Health Care Agency has issued a "No Further Action" letter with Regional Water Quality Control Board concurrence. Chevron Service Station Jamboree/ San Joaquin Hills Roads, Newport Beach, CA Chevron experienced a petroleum product release from their underground fuel storage tank system resulting.in contamination of site soils and groundwater. Site investigations and some remedial work have been conducted. Additional information concerning the status of this site can be obtained from regulatory agencies. Former Texaco Service Station Jamboree /San Joaquin Hills Road, Newport Beach, CA Texaco experienced a petroleum product release from their underground fuel storage tank system resulting in contamination of site soils and groundwater. Texaco has conducted site investigations, and groundwater monitoring under regulatory agency oversight. Shell Oil is currently operating the station. Additional information concerning the status of this site can be obtained from regulatory agencies. Former Mobil Service Station Jamboree/Pacific Coast Highway, Newport Beach, CA Mobil experienced a petroleum product release from their underground fuel storage tank system resulting in contamination of site soils and groundwater. The station was demolished in March 1988, and subsequent remedial activities conducted. Mobil has received site closure from the Orange County Health Care Agency and Regional Water Quality Control Board. Former Shell Service Station Jamboree/Pacific Coast Highway, Newport Beach, CA Shell experienced a petroleum product release from their underground fuel storage tank system resulting in contamination of site soils and groundwater. The station was demolished in July 1984. and Shell has conducted site investigations, and groundwater monitoring under regulatory agency oversight is continuing. Newport Center Cleaners 521 Newport Center Drive, CA. During a preliminary investigation, low concentrations of the dry cleaning solvent PCE was detected in site soils. Orange County Health Care Agency has issued a "No Further Action" letter with Regional Water Quality Control Board concurrence. The Island Hotel (formerly Four Seasons Hotel) 690 Newport Center Drive, Newport Beach, CA Four Seasons experienced a petroleum product release from their underground fuel storage tank. Site soils have been remediated; however, groundwater monitoring is being conducted under Orange County Health Care Agency oversight. Newport Auto Center 445 East Coast Highway, Newport Beach, CA Newport Auto Center experienced a petroleum product release from their underground fuel storage tank system resulting in contamination of site soils and groundwater. The underground tanks have been removed, and subsequent remedial activities conducted. Quarterly monitoring and reporting to regulatory agencies is continuing pending site closure. EXHIBIT "5" TO OPTION AGREEMENT LIST OF AGREEMENTS NONE EIIIHBIT "6" TO OPTION AGREEMENT AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS Escrow No. Date of Opening of Escrow: To: First American Title Company ( "Escrow Holder ") 2 First American Way Santa Ana, CA 92707 Attention: Escrow Officer Telephone: This AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS ( "Agreement ") is made. this day of by and between THE IRVINE COMPANY LLC, a Delaware limited liability company ( "Seller "), and CITY OF NEWPORT BEACH, a California municipal corporation ( "Buyer "). RECITALS: A. Seller is the owner of that certain real property comprised of approximately 54,000 square feet of land area, located in the City of Newport Beach, County of Orange, State of California, more particularly described in Exhibit "A" attached hereto ( "Property"). B. Seller and Buyer previously executed that certain Option Agreement dated December _, 2007. All of the terms, conditions, provisions and covenants of the Option Agreement are incorporated in this Agreement by reference as though written out at length herein and the Option Agreement and this Agreement shall be deemed to constitute a single instrument or document. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Option Agreement. C. By its execution of this Agreement, Buyer has exercised its option to purchase the Property. NOW, THEREFORE, the parties hereto agree as follows: 1. Purchase and Sale of Prooertv. Subject to all of the terms, conditions, and provisions of this Agreement, and for the consideration herein set forth, Seller agrees to convey the Property to Buyer and Buyer agrees to purchase the Property from Seller. 2. Purchase Price. 2.1 Amount of Purchase Price. The purchase price which Seller agrees to accept and Buyer agrees to pay for the Property is and shall not be subject to any escalation or increase for any reason. The Purchase Price is all - inclusive of Seller's interest in the Property and the rights and obligations which exist or may arise out of the acquisition of the Property, as more fully explained in Section 6 of this Agreement. 4- 2.2 Payment of Purchase Price. On the Closing Date, Buyer shall deposit with Escrow Holder in "good funds" payable to Seller a sum equal to the Purchase Price. The term "good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State. of California, or cash. 3. Escrow 3.1 Opening of Escrow; Closing Date. Pursuant to Section 1.5 of the Option Agreement, the Escrow shall be deemed opened on the date that Buyer executed and delivered this Agreement to Seller and that date shall be inserted on the first page of this Agreement as the date of the Opening of Escrow. Escrow shall close on or before the date that is thirty (30) days after the Opening of Escrow ( "Closing Date'. The terms the "Close of Escrow," and/or the "Closing" as used herein shall mean the date Seller's Grant Deed is filed for record by the Escrow Holder in the Office of the County Recorder of Orange County, California. 3.2 Escrow Instructions. This Agreement, together with any standard instructions of Escrow Holder, shall constitute the joint escrow instructions of Seller and Buyer to Escrow Holder as well as an agreement between Seller and Buyer. In the event of any conflict between the provisions of this Agreement and Escrow Holder's standard instructions, this Agreement shall prevail. 3.3. Deliveries by Seller. On or before 1:00 p.m. on the business day preceding the Closing Date, Seller shall will .deposit with Escrow.Holder the following: (a) an executed and acknowledged grant deed conveying fee title to the Property to Buyer in the form attached hereto as Exhibit `B" ( "Grant Deed "); (b) a certificate of non - foreign status and California Franchise Tax Board Form 597, each executed by Seller and prepared by Escrow Holder; and (c) such funds and other items and instruments, executed and acknowledged if appropriate, as may be reasonably necessary in order for the Escrow Holder to comply with this Agreement. 3.4 Deliveries by Buyer. On or before 1:00 p.m. on the business day preceding the Closing Date, Buyer shall deposit with Escrow Holder the following: (a) a Preliminary Change of Ownership Statement completed in the manner required in Orange County; and (b) all additional funds and/or documents, executed and acknowledged (if appropriate) which are reasonably necessary to comply with the terns of this Agreement, other than the Purchase Price. On the Closing Date and provided Escrow Holder has received all closing documents and is in a position to close the Escrow, Buyer shall deliver the Purchase Price to Escrow Holder. 3.5 Closing, Recording and Disbursements. On the Closing Date, and provided all of the conditions to closing set forth in Sections 4.1 and 4.2 of this Agreement have been satisfied or waived in writing by the appropriate parry, Escrow Holder shall take the following actions: (a) Recording. Escrow Holder shall cause the Grant Deed to be recorded in the Official Records of Orange County, California. spa (b) Disbursement of Purchase Price. Escrow Holder shall disburse the Purchase Price to Seller after deducting therefrom the escrow and closing costs and proration chargeable to Seller under Sections 3.7 and 3.8 of this Agreement. (c) Title Policy. Escrow Holder shall deliver to Buyer the Title Policy referred to in Section 4.2(b) of this Agreement. (d) Delivery of Documents. Escrow Holder shall deliver to the,parties conformed copies of the Grant Deed and any other documents (or copies thereof) deposited by the parties with Escrow Holder pursuant to this Agreement. The original of the Grant Deed shall be returned to Buyer after recordation. 3.6 Possession. Seller shall deliver the Property to Buyer at the Close of Escrow, free and clear of all tenancies, lessees, occupants, licensees, and all possessory rights of any kind or nature. 3.7 Payment of Costs. The premium for the Title Policy attributable to CLTA standard owners coverage shall be paid by Seller. Buyer shall pay for any additional title coverage requested by Buyer, including the difference between a CLTA standard owner's policy and an ALTA extended owner's policy, and any endorsements required by Buyer. Seller shall pay all documentary transfer taxes payable in connection with the recordation of the Grant Deed. The escrow fee of Escrow Holder shall be shared equally by Seller and Buyer; provided, however, if the Close of Escrow has not occurred by the Closing Date by reason of a default hereunder, the defaulting party shall bear all Escrow cancellation charges. All other costs and expenses of Escrow not specifically allocated in this Agreement shall be allocated between Buyer and Seller in accordance with customary practice in the county in which the Property is located. 3.8 Real Property Taxes. Buyer is a public entity and.is not required to pay property taxes. Seller shall cause all property taxes and assessments as of Closing to be paid when due. Seller may apply for a refund for any portion of taxes and assessments paid by Seller and allocated to any period after the Closing Date, in accordance. with the applicable provisions of the Revenue and Taxation Code. 3.9 IRS Reporting Responsibilities. Any return, statements or reports required to be filed under Section 6045(e) of the Internal Revenue Code of 1986 (or any similar reports required by state or local law) relating to the Property shall be filed by Escrow Holder. In no event shall this Agreement be construed so as to require that such returns, reports or statements be filed by Seller or Seller's counsel or Buyer or Buyer's counsel. Escrow Holder shall provide evidence to Seller and Buyer of its compliance with the provisions of this Section 3.9. 4. Conditions Precedent to Close of Escrow. 4.1 Conditions to Seller's Obligations. Seller's obligation to convey the Property and close the Escrow shall be subject to the satisfaction or written waiver by Seller of each of the following condition precedent: -3- (a) Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller pursuant to this Agreement; and (b) Buyer is not in default of any term or condition of this Agreement and the Development Agreement shall continue to be in full force and effect. 4.2 Conditions to Buyer's Obligations. Buyer's obligation to purchase the Property and close the Escrow shall be subject to the satisfaction or written waiver by Buyer of each of the following conditions precedent: (a) Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement; (b) First American Title Insurance Company is irrevocably committed to issue to Buyer a CLTA standard, or at Buyer's election, an ALTA extended coverage owner's policy of insurance, with liability in the amount of the Purchase Price, showing fee title to the Property vested in Buyer, subject only to the Approved Title Exceptions referred to in Section 3.2 of the Option Agreement ("Title Policy "); and (c) all representations and warranties made by Seller in this Agreement and the Option Agreement are true and correct as of the Closing as though made at that time, and Seller is not in default of any term or condition of this Agreement or the Option Agreement. (d) Buyer shall have approved, subject to acquisition of the Property, the award of a construction contract for construction of the City Hall of the City of Newport Beach. 4.3 Satisfaction of Conditions. Where satisfaction of any of the foregoing conditions requires action by Seller or Buyer, each party shall use its diligent efforts, in good faith, and at its own cost, to satisfy such condition. 4.4 Termination. In the event each of the conditions set forth in Section 4.1 is not fulfilled on the Closing Date. or waived by Seller, Seller may, at its election, terminate this Agreement and the Escrow opened hereunder. In the event that the conditions set forth in Section 4.2 are not fulfilled on the Closing Date or waived by Buyer, Buyer may, at its election, terminate this Agreement and the Escrow opened hereunder. Notwithstanding the foregoing, if Escrow is not in a position to close due to a party's failure to deposit into Escrow any documents or funds required to close Escrow, the non - defaulting party shall have the right to terminate this Agreement without first having given the defaulting party notice of the default and seven (7) days to cure the default, with the understanding that it is the parties' desire that this Agreement not terminate as a result of a technicality such as a party's inadvertent failure to timely make a deposit into Escrow. In the event this Agreement is terminated, all documents delivered by Seller to Buyer or Escrow Holder shall be returned immediately to Seller and all documents and funds delivered by Buyer to Seller or Escrow Holder shall be returned immediately to Buyer. Nothing in this Section 4.4 shall be construed as releasing any party from liability for any default of its obligations hereunder or breach of its representations and warranties under this Agreement or the Option Agreement occurring prior to the termination of this Agreement and/or the Escrow. 0 5. Property Purchased "AS -IS "; Release. Buyer acknowledges that the provisions of the Option Agreement have provided Buyer with ample and adequate opportunity to review, enter, inspect and assess the Property and the Property Documents, and all aspects thereof, including without limitation the Property's physical characteristics and conditions, the nature and extent of any environmental contamination within the Property (and of any steps to remediate the same), the condition of the soils within the Property, the geological condition of the Property and the relative seismic risks pertaining to the Property, the availability or adequacy of access to the Property, the nature of any other properties surrounding or within the vicinity of the Property, and all other matters related or relevant to the Property, the acquisition thereof or the development thereof. Buyer hereby further confirms and acknowledges that except for Seller's express representations and warranties. set forth in this Agreement or the Option Agreement, upon the Close of Escrow Buyer shall be deemed to have waived any and all objections to any of the foregoing matters and to have accepted the Property in its then present "AS -IS," "WHERE -IS," "WITH ALL FAULTS" condition and without any other oral or written representations or warranties of Optionor of any nature whatsoever; provided, however, that nothing in this Section 5 is intended to limit or restrict Seller's representations and warranties set forth in Section 4.1 of the Option Agreement or Buyer's right to rely upon the same and its remedies for Seller's breach thereof for the period of time set forth in Section 4.2 of the Option Agreement. Further, Seller shall have no liability whatsoever to Buyer with respect to a breach of any of the representations and warranties set forth in this Agreement or the Option Agreement if Buyer obtains knowledge of a fact or circumstance the existence of which would constitute a breach of Seller's representations and warranties hereunder prior to the Closing Date and Buyer proceeds to Closing, in which event each representation or warranty shall be deemed automatically amended to conform with the knowledge of Buyer as of the Closing Date, and Seller shall have no liability whatsoever for such previously inaccurate representation or warranty. For the purposes hereof, Buyer shall be deemed to have knowledge of any fact or circumstance set forth in any .environmental assessment, soils, geological,, physical condition or other report received by Buyer prior to Closing, and the representations and warranties herein contained shall be deemed automatically modified to the extent information contained in any environmental assessment, soils, geological, physical condition or other report received by Buyer prior to Closing is inconsistent with the matters covered herein. Buyer, on behalf of itself and its agents, successors, assigns, and all entities related to any of the foregoing, and on behalf of all persons claiming any interest in e Property or this Agreement, th reement, and as owner, principal, director, partner, shareholder, agent, or representative of any business, enterprise, or venture, expressly waive any and all rights under Section 1542 of the Civil Code of the State of California, or any other federal or state statutory rights or rules, or principles of common law or equity, or those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 (hereinafter referred to as a "Similar Provision "). Thus, Buyer and each of them, and any business, enterprise, or venture in which it is involved, may not invoke the benefits of Section 1542 or any Similar Provision in order to prosecute or assert in any manner claims released hereunder. Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR -5- SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY, AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Buyer's Initials: 6. Relocation: Release. Seller acknowledges and agrees that a portion of the Purchase Price represents Buyer's payment to Seller for Seller's relocation from the Property. Buyer's payment to Seller of said amount shall constitute full and complete satisfaction of any obligation Buyer may have for providing relocation assistance to Seller and paying its relocation costs required to comply with all applicable federal, state and local laws, rules and regulations arising out of, based upon, or relating to, relocation assistance or benefits owing under Government Code § 7260 et seq., Title 25 of the California Code of Regulations, Section 6000 et seq., or under any other federal, state or local relocation statutes, regulations or guidelines, including but not limited to, any such regulations or guidelines of Buyer. Seller, for itself and for its agents, successors, assigns, and all entities related to any of the foregoing, and on behalf of all persons claiming any interest in the Property or this Agreement fully releases, acquits and discharges the Buyer and its officers, officials, members, directors, employees, attorneys, accountants, other professionals, insurers, and agents, and all entities, boards, commissions, and bodies related to any of them (all of the foregoing, collectively, the "Released Parties "), from all rights, claims, demands, actions or causes of action that Seller, or.any of them, has or may have against the Released Parties arising out of or related to Buyer's acquisition of the Property or the displacement of Seller from the Property, including, but not limited to all of Seller's property rights and interests in the Property, and including but not limited to relocation benefits and assistance, all leasehold interests and rights of tenancy or occupancy, all improvements, all improvements .pertaining to the realty, finniture, fixture, and equipment, business goodwill, lost . income (past or fixture), failure to locate a suitable replacement location, lost rental income or sublease or license income, severance damages, pre- condemnation damages, if any, economic or consequential damages, professional consultant fees, attorney's fees and costs, expert witness fees and costs, interest , all other costs, and any and all compensable interests, and/or damages, and/or claims, of any kind and nature, claimed or to be claimed, suffered or to be suffered, by Seller, and any of them, by reason of Buyer's acquisition of the Property or Seller's displacement from the Property. Seller, on behalf of itself and its agents, successors, assigns, and all entities related to any of the foregoing, and on behalf of all persons claiming any interest in the Property or this Agreement, and as owner, principal, director, partner, shareholder, agent, or representative of any business, enterprise, or venture, expressly waive any and all rights under Section 1542 of the Civil Code of the State of California, or any other federal or state statutory rights or rules, or principles of common law or equity, or those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 (hereinafter referred to as a "Similar Provision "). Thus, Seller and each of them, and any business, enterprise, or venture in which it is involved, may not invoke the benefits of Section 1542 or any Similar Provision in order to prosecute or assert in any manner claims released hereunder. Section 1542 provides as follows: 0 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY, AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Seller's Initials: In the event any occupants or lessees of the Property shall be entitled to relocation assistance, Seller shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs required to comply with all applicable federal and state laws, rules, and regulations. Seller shall indemnify, defend, and hold Buyer and the Buyer harmless from and against any claims, liabilities, damages, or losses made against it by tenants or occupants of the Property, including without limitation claims for relocation assistance and inverse condemnation. 7. Miscellaneous. 7.1 Attorney's Fees. If either party commences an action against the other to enforce any of the terms of this Agreement or because of the breach by either party of any of the terms of this Agreement, the losing party shall pay to the prevailing party its expert witness fees and its reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action, including appeal of and/or enforcement of a judgment. 7.2 Notices. All notices required to be delivered under this Agreement to the other party must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United States mail, registered or certified; (iii) twenty -four (24) hours after, deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt of a telecopy or fax transmission, provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto. Notices delivered after 5:00 PM on a business day shall not be deemed to have been delivered until the following business day. As used herein, business days shall exclude weekends and state and federal holidays. The parties' respective addresses for notices are as set forth below, (with such addresses subject to change from time to time if a notice of change of address is delivered in accordance with the notice provisions set forth herein: To Seller: The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA 92660 -0015 Attn: General Counsel Facsimile: (949) 760 -0896 -7- Copy to: Latham & Watkins LLP 600 West Broadway, Suite 1800 San Diego, CA 92101 -3375 Attn: Christopher W. Garrett Facsimile: (619) 696 -7419 To Buyer: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Manager Facsimile: (949) 644 -3020 Copy to: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Attorney Facsimile: (949) 644 -3139 7.3 Assignment. Neither party shall, whether voluntarily, involuntarily, or by operation of law, assign all or any part of this Agreement or any rights hereunder without the other party's written approval, which approval may be withheld in the other party's sole and absolute discretion, except that (a) Seller may proceed with the Tax -Free Exchange in accordance with Section 7 of the Option Agreement, and (b) Buyer many assign its rights to another governmental entity controlled by Buyer and solely for financing purposes (including without limitation a public financing authority), provided that (i) the nominee is a tax - exempt entity and (ii) Buyer shall continue to be liable for all obligations of Buyer hereunder and under the Option Agreement. Also, Buyer may specify a tax- exempt nominee controlled by Buyer to whom title will be conveyed on the Closing Date.. In connection with any assignment, any assignee shall execute all documents reasonably necessary to assume all of the obligations imposed under this Agreement as if the assignee were the original party to this Agreement. 7.4 Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Agreement. 7.5 Binding on Heirs. Subject to the limitations set forth in Section 7.3 above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. 7.6 Entire Agreement. With the exception of the Development Agreement any written implementation agreements that may have been entered into by and between Seller and Buyer pursuant to Section 4.8:2 of the Development Agreement, and the Option Agreement, this Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and all negotiations and agreements, statements or promises between the parties hereto or their agents with respect to this transaction are merged in this Agreement, which alone -8- expresses the parties' rights and obligations. No other prior agreements or understandings not contained or incorporated herein shall be binding or valid against either of the parties hereto. 7.7 Modification. Any amendments or modifications to this Agreement must be in writing and executed by both parties to this Agreement. 7.8 Waivers. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions thereof 7.9 Interpretation; Governing Law; Forum. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. Title and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter.gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. This Agreement shall be construed in accordance with the internal laws of the State of California in effect at the time of the execution of this Agreement without regard to conflict of law principles. Venue and jurisdiction of any action arising out of this Agreement shall exclusively be in any state or federal court sitting in the County of Orange, State of California. 7.10 Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 7.11 No Merger. Subject to Section 4.2 of the Option Agreement, the provisions of these Escrow Instructions and the Option Agreement shall survive the Close of Escrow and shall not be merged with the Grant Deed. 7.12 Broker Commissions. Seller and Buyer each represent and warrant to the other that it has not engaged any broker or finder in this transaction and that no broker or finder is entitled to any commission or finder's fee in connection with this transaction as a result of its actions or agreement, and Seller and Buyer shall indemnify, defend and hold harmless each other from any claim to any such commission or fee resulting from any action or agreement of or by the indemnifying party. 7.13 Authority to Execute. Each individual executing this Agreement on behalf of a party hereto warrants that (i) such party is duly organized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. 19 7.14 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. [signature page follows] -10- IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of Real Property and Escrow Instructions as of the date first above written. "SELLER" THE IRVINE COMPANY LLC, a Delaware limited liability company By: Its: By: Its: "BUYER" CITY OF NEWPORT BEACH, a California municipal corporation By: Its: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney EXHIBIT "A" TO ESCROW INSTRUCTIONS LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of Newport Beach, County of Orange, State of California, described as follows: [to be inserted] EXHIBIT `B" TO ESCROW INSTRUCTIONS GRANT DEED City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Attn: City Clerk (Space Above For Recorder's Use) The undersigned grantor(s) declare(s) that this transaction is This document is being recorded for the benefit exempt from the payment of a documentary transfer tax of the City of Newport Beach and is exempt pursuant to Revenue and Taxation Code Section 11922. from payment of a recordation fee pursuant to Government Code Sections 6103 and 27383. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE IRVINE COMPANY LLC, a Delaware limited liability company, successor -in- interest to The Irvine Company, a Michigan corporation ( "Grantor "), hereby grants to CITY OF NEWPORT BEACH, a California municipal corporation ( "City"), that certain real property located in the City of Newport Beach, County of Orange, State of California, described in the legal description attached hereto as Exhibit "1" and incorporated herein by this reference (the "Burdened Property"), subject to all exceptions of record and to the following rights reserved to the Grantor for the benefit of the owner (the "Benefited Party ") of fee title to the real property described in Exhibit "2" (the "Benefited Property") presently owned by Grantor: 1. Reservation of Oil. Mineral. and Water Rights. Benefited Party, its successors and assigns, shall have the right.to the following, together with the right to grant and transfer or a portion of the same: 1.1 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 Burdened Property, together with the perpetual right of drilling, mining, exploring and operating therefor and storing in and removing the same from the Burdened Property or any other land, including the right to whipstock or directionally drill and mine from lands other than those conveyed hereby, oil or gas wells, tunnels and shafts into, through or across the subsurface of the Burdened Property, and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip, maintain, repair, deepen and operate any such wells or mines; without, however, the right to drill, mine, store, explore and operate through or enter upon the surface or the upper 500 feet of the subsurface of the Burdened Property. -I- 1.2 Any and all water, rights or interests therein, no matter how acquired by Grantor, and owned or used by Grantor in connection with or with respect to the Burdened Property; together with the right and power to explore, drill, redrill, remove and store the same from the Burdened Property or to divert or otherwise utilize such water, rights or interests on any other property.owned or leased by Grantor, whether such water rights shall be riparian, overlying, appropriative, percolating, littoral, prescriptive, adjudicated, statutory or contractual; but without, however, any right to enter upon the surface of the Burdened Property in the exercise of such rights. 2. Reservation of Right to Run Conduit. The Benefited Parry shall have a non - exclusive easement on, over, under or across the portion of the Burdened Property described in Exhibit "4," which area shall in no event be wider than ten (10) feet from the exterior boundaries of the portions of the Burdened Property immediately adjacent to any public or private street (the "Conduit Area "), for the installation, emplacement, operation and maintenance of underground electric, gas, telephone, cable television, water, sanitary sewer lines, drainage facilities or any other similar underground conduits or utility improvements (collectively, "Conduit "). Any such conduits shall be constructed or installed at a depth below the finish surface grade of the land and subject to such engineering standards that will reasonably ensure the following: (i) City and/or the owner of the Burdened Property (if different from City) will be able to construct, install, and maintain parking areas and/or driveways for the passage of vehicles over and across the Conduit Area; (ii) City and/or the owner of the Burdened Property will be able to construct, install, and maintain landscaping (including plant materials other than deep - rooted trees and irrigation equipment). and hardscape (including without limitation plazas, sidewalks, retaining walls, planters, benches, signs, light standards, meter boxes, and similar improvements) that do not exceed forty -two inches (42 ") in height above the finish surface grade of the land; and (iii) the, Benefited Party will be able to perform required maintenance, repair, and replacement of Conduit to the maximum extent practicable without excavations within the Conduit Area. The Benefited Party further shall have the right to enter such portion of the Burdened Property for purposes of establishing, maintaining, repairing and removing any such Conduits; provided that (i) except in the event of an emergency, the Benefited Party shall notify City in writing a reasonable time prior to entering onto the Conduit Area for such purpose concerning the Benefited Parry's intention to perform such work, the nature of the work to be performed, the estimated time period during which the work will be performed, and in the event of an emergency the Benefited Party shall provide such written notice as soon as practicable; (ii) the Benefited Parry shall indemnify, defend, and hold harmless City, the owner of the Burdened Property (if other than City), and the Burdened Property from and against any and all claims, liabilities, and losses for personal injury or death, property damage, and economic loss arising out of the Benefited Parry's exercise of its rights under this Section 2; (iii) all such work shall be performed by the Benefited Party in a good and workmanlike manner in compliance with all applicable laws and subject to. appropriate safety standards for the benefit of the persons employed to perform the work and all persons using the Burdened Property, including members of the general public; (iv) the Benefited Party shall minimize to the greatest extent practicable any interference with City's development and use of the Burdened Property and, not by way of limitation of the foregoing, shall ensure that adequate pedestrian and vehicular access is maintained at all times; (v) the Benefited Party shall promptly repair and restore any damage to the Burdened Property as nearly as practicable to the condition existing immediately prior to the Benefited Parry's entry, including without limitation backfilling all trenches with compacted fill -2- to engineering standards, replacement of landscaping with healthy landscaping of similar size and maturity to any landscaping that is destroyed, and repair and replacement of all permitted improvements within the Conduit Area; and (vi) the Benefited Parry shall promptly pay or reimburse City for all other costs actually and reasonably incurred by City resulting from the Benefited Party's establishing, maintaining, repairing, replacing, and removing any such Conduit. City and the owner of the Burdened Property (if other than City) shall not use the Burdened Property in any manner that shall unduly burden utilization of the foregoing easement rights by the Benefited Party. 3. Initial City Hall Improvements. During the fast 25 years immediately following the recordation of this Deed, the Burdened Property shall not be improved except in accordance with the provisions of this Section 3: 3.1 City Right to Construct Initial City Hall. City shall have the right to construct or cause to be constructed a City Hall facility upon the Burdened Property. In this regard, the parties acknowledge that: (i) the conceptual design plans for the initial City Hall facility are described in Exhibit "3" attached hereto, and said plans have been reviewed by Benefited Party prior to recordation of this Deed; and (ii) City shall construct or cause to be constructed the initial City Hall facility in a manner substantially consistent with said plans; provided, however, that the City shall have the right in its sole discretion to alter such plans and the City Hall facility so long as the resulting City Hall facility (a) shall be compatible in design and functionality with the parking structure improvements (the "Parking Structure'D constructed or to be constructed upon the real property described in Exhibit "5" attached hereto (the "Parking Structure Property ") in accordance with the terms of that certain Zoning Implementation and Public Benefit Agreement between Grantor and City dated December 18, 2007 (the "Development Agreement "), (b) shall incorporate elements of design vocabulary referenced in the "North Newport Center Design Regulations" (as hereinafter defined) (it being recognized by Benefited Party, however, that subject to the provisions of this paragraph the City Hall facility may be a unique civic building with a distinctive architectural style), (c) shall not be constructed in a post -modem "deconstructivist" style that is out of character with the existing architectural style of "North Newport Center," and (d) shall consist of no more than 1,000 square feet of "Floor Area" (as hereinafter defined) within the City Hall building improvements for each 4.17 parking spaces within the Parking Structure that have been granted to the City, by easement and pursuant to the Development Agreement, for use in connection with the Burdened Property. For purposes of this Deed, the term "North Newport Center" means portions of Newport Center Block 500, portions of Newport Center Block 600, portions of San Joaquin Plaza, and Fashion Island; the term "North Newport Center Design Regulations" means the North Newport Center Planned Community Development Plan approved by the City Council of the City of Newport Beach by adoption of ordinance on or about December 18, 2007; and the term "Floor Area" shall mean "Net Floor Area" as defined in the City of Newport Beach Municipal Code in effect as of the date of the recordation of this Deed. 3.2 Outside Date to Commence Construction. Subject to an extension of time for the period of any force majeure delay, if City fails to commence construction of a City Hall facility meeting the requirements of Sections 3.1 of this Deed (the "Initial City Hall ") or cause such construction to commence within 24 months after the date of recordation of this Deed, then the Benefited Party shall have the right, for a period of sixty (60) days following the -3- end of said 24 month period, to provide notice (a "Commencement Failure Purchase Notice ") to City of its intent to purchase the Burdened Property. If the Benefited Party timely delivers such a Commencement Failure Purchase Notice pursuant to the foregoing (or if the Benefited Party delivers a Commencement Failure Purchase Notice pursuant to Section 5.4) and construction of the Initial City Hall is not commenced within sixty (60) days after the date City receives such notice, then: (a) City shall cause the owner of the Burdened Property to sell and convey fee title to the Burdened Property to the Benefited Party (or its designee) on a closing date that is selected by the Benefited Party and that is no earlier than ninety (90) days and no later than one hundred fifty (150) days after delivery of such notice; (b) The purchase price payable by Benefited Party to the owner of fee title to the Burdened Property for the purchase of the Burdened Property pursuant to this Section shall be an amount equal to the cash purchase price paid by City in acquiring the Burdened Property pursuant to that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions dated by and between Grantor and the City (the "Purchase Agreement "); and (c) At the closing of the transfer. contemplated by this Section, City shall cause fee title to the Burdened Property to be transferred to the Benefited Party (or its designee) subject only to those exceptions existing as of the, date of City's acquisition of the Burdened Property, pursuant to the Purchase Agreement, and any further exceptions approved in writing by the Benefited Party subsequent to the date of such acquisition. The physical condition of the Burdened Property shall be substantially the same as when Grantor conveyed title to the Burdened Property pursuant to the Purchase Agreement and otherwise in a strictly "as-is" condition, and neither City nor the owner of the Burdened Property (if other than City) shall be responsible for making any representations or warranties with respect thereto. The Benefited Party shall pay for documentary stamp taxes for recording the deed and for the premium for any title insurance requested by the Benefited Party. All other costs or expenses shall be allocated between the transferor and the transferee in the manner customary in Orange County, California. 3.3 Outside Date to Complete Construction. Subject to an extension of time for the period of any force majeure delay, if City fails to complete construction of the Initial City Hall within 42 months after the date of recordation of this Deed, then the Benefited Party shall have the right, for a period of sixty (60) days following the end of such 42 month period, to provide notice (a "Completion Failure Purchase Notice ") to City of its intent to purchase the Burdened Property. If the Benefited Party timely delivers such a Completion Failure Purchase Notice pursuant to the foregoing (or if the Benefited Party delivers a Completion Failure Purchase Notice pursuant to Section 5.5) and City or the owner of the Burdened Property (if other than City) either (i) does not complete construction of the Initial City Hall within sixty (60) days after the date City receives such notice or (ii) does not act within sixty (60) days after the date City receives such notice to continue construction of the Initial City Hall and thereafter proceed to completion of the Initial City Hall with commercially reasonable diligence, then: 'MIN (a) City shall cause the owner of the Burdened Property to sell and convey fee title to the Burdened Property to the Benefited Party (or its designee) on a closing date that is selected by the Benefited Party and that is no earlier than ninety (90) days and no later than one hundred fifty (150) days after delivery of such notice (or, if City continues construction of the Initial City Hall after receipt of such notice but City fails thereafter to proceed to completion of the Initial City Hall with commercially reasonable diligence, on a closing date that is selected by the Benefited Party and that is no earlier than ninety (90) days and no later than one hundred fifty (150) days after City fails to so proceed); (b) The purchase price payable by Benefited Party to the owner of fee title to the Burdened Property for the purchase of the Burdened Property pursuant to this Section shall be the greater of the following: (i) The lower of the amount set forth in clause (A) or (B) below: (A) an amount equal to the fair market value of the Property at its highest and best use and without regard to the restrictions set forth in this Deed other than the restrictions set forth in 1, 2, and 6 through 19 ( "Fair Market Value "). If within seventy -five (75) days after City's receipt of the Completion Failure Purchase Notice the Benefited Party and the City have not been able to agree on the Fair Market Value of the Burdened Property, then the Fair Market Value shall be determined in accordance with the following procedures (and the closing date for the conveyance of the Burdened Property shall be extended if and to the extent the Fair Market Value has not yet been established). Within one hundred five (105) days after City's receipt of the Completion Failure Purchase Notice, the City and the Benefited Party each shall procure an appraisal of the Burdened Property by a qualified independent Appraiser to determine the Fair Market Value of the Burdened Property. If the two appraisals differ by less than five (5 1/o) percent of the lower of the two appraisals, the average of the two appraisals shall be deemed to be the Fair Market Value. If, however, the two appraisals differ by more than five (5 %) percent of the lower of the two appraisals, then the two Appraisers shall immediately select a third Appraiser. If the two Appraisers are unable to agree within twenty (20) days on the selection of a third Appraiser, then either the City or the Benefited Party may petition the Superior Court of the County of Orange to appoint a third Appraiser willing to serve in accordance with the provisions of this Deed. The third Appraiser may establish procedures for the submission of additional information by the parties regarding the value of the Property. If within twenty (20) days after the appointment of the third Appraiser the Benefited Party and the City have not agreed on the Fair Market Value of the Burdened Property, then the third Appraiser shall select one of the previous two appraisals as the Fair Market Value of the Burdened Property based on the third Appraiser's judgment as to which of the two appraisals is the closest to the third Appraiser's opinion of Fair Market Value considering all of the facts and circumstances. The City and the Benefited Party shall bear the fees of the Appraiser each appoints. -5- The fees of the third Appraiser shall be paid as follows: (A) if the third Appraiser selected the appraisal of the Appraiser appointed by the Benefited Parry, then City shall bear the fees of the third Appraiser; (B) if the third Appraiser selected the appraisal of the Appraiser appointed by City, then the Benefited Party shall bear the fees of the third Appraiser; (C) if City and the Benefited Parry agree to a Fair Market Value after the appointment of the third Appraiser but before the third Appraiser selects an appraisal as the Fair Market Value of the Burdened Property, then the fees of the third Appraiser shall be bom equally between City and the Benefited Party. As used herein, the term "Appraiser" means an appraiser who is a member of the American Institute of Real Estate Appraisers or an SREA member of the Society of Real Estate Appraisers (or in case such professional designations are modified or discontinued, the most nearly equivalent successor designation); (B) the sum of (1) the cash purchase price paid by City in acquiring the Burdened Property pursuant to the Purchase Agreement, and (2) any additional direct costs incurred by the City in developing the Burdened Property, to the extent reasonably established by City. To the extent the parties disagree over the amount to be calculated pursuant to the immediately preceding sentence, then either City or the Benefited Parry may ask the third Appraiser to determine the amount, in which case the third Appraiser shall establish procedures for the submission of evidence pertaining to this issue and shall reach a decision within ten (10) days after the determination of Fair Market Value in accordance with Section 3.3(b)(i); and (ii) If the City has obtained the funds for the construction of the City Hall through the issuance of certificates of participation or another form of financing contemplated by Section 5.1 below, then the amount required to repay in full the outstanding indebtedness under such financing. (c) At the closing of the transfer contemplated by this Section, City shall cause fee title to the Burdened Property to be transferred to the Benefited Party (or its designee) subject only to those exceptions existing as of the date of City's acquisition of the Burdened Property pursuant to the Purchase Agreement, and any further exceptions approved in writing by the Benefited Parry subsequent to the date of such acquisition, as reasonably established by the City and otherwise in an as -is physical condition. The Benefited Parry shall pay for documentary stamp taxes for recording the deed and for the premium for any title insurance requested by the Benefited Parry. All other costs or expenses shall be allocated between the transferor and the transferee in the manner customary in Orange County, California. 3.4 Force Maieure Delay. As used in this Section 3, the phrase "force majeure delay" shall mean a delay in the diligent processing of the .commencement or construction of the Initial City Hall, but only to the extent reasonably attributable to events outside City's reasonable control. EM 4. Restrictions on Use During Fast 25 Years. Subject to Section 5 below, until the twenty -fifth (25t) anniversary of the date that this Deed is recorded in the Official Records of the Orange County Recorder's office, City shall use the Burdened Property only for the following purposes: 4.1 Develovment of City Hall. Until such time as the Initial City Hall has been completed, City may use the Burdened Property only for purposes reasonably related to the development of the Initial City Hall. 4.2 Citv Hall Uses. From and after completion of the Initial City Hall, City may use the Burdened Property exclusively for the following purposes (collectively, the "City Hall Uses "): (a) City may use the City Hall as the seat of government for the City of Newport Beach. In such event, the City Hall shall contain the chambers of the City Council and the offices of the Mayor, the City Council members and the City Manager. (b) The City may use the Burdened Property for other uses which are reasonably ancillary to, and customary in connection with, the operation of a City Hall and are not unreasonably disruptive to the use of the Benefited Property. The foregoing shall not be construed as permitting use of any portion of the Burdened Property for sale of goods, food or beverages, other than the following: (i) sales of food and beverages to employees of City Hall and persons visiting City Hall for official City business, including without limitation sales transacted through vending machines located upon the Burdened Property, the use of which is ancillary to other City Hall Uses (excluding however retail establishments which market to the general public); (ii) sales by City or a City Affiliate of signs, shirts, or other merchandise related to the operations of the City, celebrating the unique identity of the City, or for a special event or fundraiser for a community or public purpose; and (iii) in connection with the staging of civic events at the City Hall, the sale by third parties of goods, food or beverages, but only if such sales are ancillary to the events and the purposes behind the events do not include a material objective of achieving such sales. Notwithstanding the foregoing, all sales activities pursuant to clauses (i) -(iii) of the preceding sentence shall be confined to an area or areas within the interior of the City Hall with a Floor Area no greater than 2,000 square feet. (c) City from time to time may remodel, renovate or refurbish the City Hall improvements, provided that (i) before commencing any material acts of remodeling, renovation or refurbishment, City first shall provide plans for the proposed remodeling, renovation or refurbishment to the Benefited Party for review and comment (but not for approval); and (ii) notwithstanding clause (i) of this Section 4.2(c), City shall have the right in its sole discretion to approve the plans for the remodeling, renovation or refurbishment so long as the resulting City Hall improvements (A) shall continue to be compatible in design and functionality with the. Parking Structure improvements constructed upon the Parking Structure Property; (B) shall continue to incorporate elements of design vocabulary referenced in the North Newport Center Design -7- Regulations (it being recognized by Benefited Party, however, that subject to the provisions of this paragraph the City Hall facility may be a unique civic building with a distinctive architectural style), (C) shall not be remodeled, renovated or refurbished in a post -modern "deconstructivist" style that is out of character with the existing architectural style of North Newport Center, and (D) shall consist of no more than 1,000 square feet of Floor Area within the building improvements within the City Hall building for each 4.17 parking spaces within the Parking Structure that have been granted to the City, by easement and pursuant to the Development Agreement, for use in connection with the Burdened Property. 4.3 Not An Operating Covenant. The parties acknowledge and agree that the provisions of this Section 4 shall constitute a use restriction and shall not be construed as an operating covenant. 5. Transfers. Notwithstanding any other provisions of this Deed to the contrary, City shall have the right to sell or lease its interests in the Burdened Property so long as such sale or lease complies with the following: 5.1 Financing. City may enter into leases, leasebacks, and any other financing arrangements for the purpose of covering the cost of acquiring the Property and developing the City Hall thereon, or for the purpose of refinancing any such financing, provided in each case that such transactions or arrangements (i) shall be consistent with such types of transactions undertaken by other municipalities in raising funds for construction of public improvements and public facilities, and (ii) shall not raise a material risk that City shall be deprived of its possessory rights to the Burdened Property. In this regard, the owner of the Benefited Property shall cooperate with City in furtherance of such financing arrangements and shall consider and adopt such changes to the provisions of this Deed as may be reasonably necessary and appropriate in order to facilitate such financing (e.g., inclusion of provisions calling for the Benefited Party, before exercising remedies as a consequence of a default or breach by City hereunder, to provide notice to the lender (or similar parry under the financing) of such event, and further to provide said lender (or similar party) with an opportunity to cure, so long as such changes do not change in any material respect the rights or obligations of the Benefited Party with respect to the Burdened Property, the Benefited Property or this Deed. 5.2 Customary Easements. City may enter into easement agreements burdening the Burdened Property, to the extent reasonably necessary and appropriate for the provision of utilities in connection with the development of the site as a City Hall. 5.3 Affiliates. City may assign interests in the Burdened Property to entities controlled by City, including without limitation to a public financing authority ( "Affiliates"), provided that no such Affiliates shall further sell, lease, assign, encumber or otherwise transfer such interests except in accordance with this Section 5. 5.4 Repurchase Right in the Event of Transfer Prior to Commencement of Initial City Hall. If, prior to commencement of construction of the Initial City Hall, City sells, leases, assigns, encumbers or otherwise transfers an interest in the Burdened M Property other than as permitted by Section 5.1, 5.2 or 5.3 of this Deed, then the Benefited Parry shall have right to deliver a Commencement Failure Purchase Notice pursuant to Section 3.2. 5.5 Repurchase Rights in the Event of Transfer Prior to Completion of Initial City Hall. If, subsequent to commencement of construction of the Initial City Hall but prior to completion of construction of the Initial City Hall, City sells, leases, assigns, encumbers or otherwise transfers an interest in the Burdened Property other than as permitted by Section 5.1, 5.2 or 5.3 of this Deed, then the Benefited Parry shall have the right to deliver a Completion Failure Purchase Notice pursuant to Section 3.3. 5.6 Right to Transfer Subject to Right of First Offer. From and after completion of the Initial City Hall until the twenty-fifth (25 `)anniversary of the recordation of this Deed, City (or the owner of the Burdened Property, if other than City) may sell or lease all of such owner's right, title, and interest in and to the Burdened Property in accordance with the provisions of this Section 5.6, provided that the proposed terms for the transaction do not call for City or any Affiliate of the City to receive any consideration as a consequence thereof other than cash or a combination of cash and deferred payments (including rent, if applicable), and provided further that before consummating any such transfer, City first shall cause the owner of fee title to the Burdened Property to provide to the Benefited Parry a written summary of the price and other terms applicable to the proposed transaction (the "Offer Notice "). The Offer Notice shall also contain all relevant information in City's possession, if applicable, which would reasonably be relied upon in evaluating whether to acquire the applicable interest in the Burdened Property (including but not limited to any proposals or options for lease affecting the Burdened Property, a recent preliminary title report, a list of known litigation, notices, citations and other material matters affecting the Burdened Property, and the most recent environmental site assessment obtained by or in the possession of City, if any, concerning the Burdened Property). For a period of thirty (30) days following receipt of the Offer Notice, the Benefited Party shall have the right to elect to acquire the offered interest referred to in the Offer Notice on the proposed terms. Such election shall be made by the Benefited Party in its sole discretion and by delivery of written notice to such effect to City. (a) If the Benefited Party timely elects to acquire the offered interest referred to in the Offer Notice following delivery of an Offer Notice, then City and the Benefited Party shall diligently pursue, in good faith, the negotiation, execution and consummation of the operative documents required to complete such transfer to the Benefited Parry (or its designee) on a date selected by the Benefited Parry that is no more than one hundred fifty (150) days after delivery to Benefited Party of the Offer Notice. (b) If the Benefited Parry does not timely elect to acquire the offered interest referred to in the Offer Notice following delivery of an Offer Notice, then City shall have the right, for a period of one hundred fifty (150) days after the lapse of the Benefited Party's right to elect to acquire the offered interest in the Burdened Property pursuant to the Offer Notice, to consummate a sale or lease of the offered interest to a third party on terms which are no less favorable to City (directly or indirectly) than the terms described in the Offer Notice. 0 (i) If such sale is not timely consummated in such manner, then City shall not effect any transfer of an interest in the Burdened Property without first providing the Benefited Party with another Offer Notice pursuant to this Section 5.6 and once again affording. the Benefited Party an opportunity to elect to acquire the offered interest in the Burdened Property in accordance with this Section 5.6. (ii) Conversely, if such transfer is timely consummated through recordation of a conveyancing deed or similar applicable document in accordance with the requirements of this Deed, then: (A) the Benefited Party's right to purchase the Burdened Property in accordance with this Section 5.6 shall lapse and be of no further force or effect; (B) the provisions in Sections 3, 4 and 5 of this Deed thereafter shall have no fiuther force or effect, and (C) the owner of the Burdened Property shall not have any further obligation to comply with the provisions of such Sections. 5.7 Restriction on Other Transfers. Except as exeressly permitted by this Section 5, from the date this Deed is recorded until the twenty -fifth (25`) anniversary of said date, City shall not sell, lease or otherwise encumber or.transfer any interests in the Burdened Property, or provide any other person or entity with any possessory interest in the Burdened Property except as expressly authorized herein. 6. After First 25 Years. From and after the twenty -fifth (25th) anniversary of the date this Deed is recorded (or, if sooner, following a transfer of the Burdened Property pursuant to Section 5.6 to a party other than the Benefited Party or its designee), the owner of fee title to the Burdened Property shall have the right to use and improve the Burdened Property in such manner as such owner shall determine in its sole discretion, provided that: 6.1 said owner shall continue to comply with the provisions of Sections 1, 2, and 6 through 19 of this Deed; 6.2 before commencing any material construction to change the nature of the improvements on the Burdened Property, the owner of fee title to the Burdened Property first shall provide plans for the proposed changes to the Benefited Party for review and comment (but not for approval); and 6.3 notwithstanding Section 6.2, the owner of fee title to the Burdened Property shall have the right in its sole discretion to approve the plans for such changes so long as the resulting improvements on the Burdened Property (i) shall continue to be compatible in design and functionality with the Parking Structure improvements constructed upon the Parking Structure Property, (ii) shall continue to incorporate elements of design vocabulary referenced in the North Newport Center Design Regulations (it being recognized by Benefited Party, however, that subject to the provisions of this paragraph the improvements on the Burdened Property may have a distinctive architectural style), (iii) shall not be remodeled, renovated or refurbished in a post -modern "deconstructivist" style that is out of character with the existing architectural style of North Newport Center, and (iv) shall include total Floor Area that is no greater than the greater of (i) the previously existing Floor Area of the improvements on the Burdened Property and (ii) 72,000 square feet. -10- 7. Attorney's Fees. If either party commences an action against the other to enforce any of the terms of this Deed or because of the breach by either party of any of the terms of this Deed, the losing party shall pay to the prevailing party its expert witness fees and its reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action, including appeal of and/or enforcement of a judgment. 8. Notices. All notices required to be delivered under this Deed to the other party must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United States mail, registered or certified; (iii) twenty-four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt of a telecopy or fax transmission, provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto. Notices delivered after 5:00 PM on a business day shall not be deemed to have been delivered until. the following business day. As used herein, business days shall exclude weekends and state and federal holidays. The parties' respective addresses for notices are as set forth below, (with such addresses subject to change from time to time if a notice of change of address is delivered in accordance with the notice provisions set forth herein, in which case the parties upon request of either party shall execute and record an amendment to this Deed evidencing said change of address): To Benefited Party: The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA 92660 -0015 Attn: General Counsel Copy to: The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA 92660 -0015 Attn: Chief Operations Officer To City: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Manager Copy to: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Attorney 9. Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Deed. 10. Entire Agreement. This Deed contains the entire agreement of the parties hereto with respect to the matters covered hereby. No other prior agreements or understandings not contained or incorporated herein shall,be binding or valid against either of the parties hereto with respect to the subject matter set forth herein. 11. Modification. Any amendments or modifications to this Deed must be in writing and executed by both City and Benefited Party. 12. Waivers. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Deed shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions thereof. 13. Estoppel Certificates. The owner of the Benefited Property and the owner of the Burdened Property each shall have the right from time to time to request and receive an estoppel certificate from the other certifying as to (i) the extent to which this Deed continues in full force and effect, (ii) whether there have been any amendments to this Deed, and identifying the documentation evidencing such amendments, if any, (iii) whether either such owner is in default in the performance of its obligations hereunder, and the nature of any such default, and (iv) such other factual matters as a third party reasonably may desire comfort in connection with a transaction with the owner of the Burdened Property or the owner of the Benefited Property or concerning the Burdened Property or the Benefited Property. Further, should the owner of the Benefited Property encumber its interests in .favor of a lender, the owner of the Burdened Property shall agree to reasonable notice and cure rights in favor of such lender. 14. No Third Party Beneficiaries. There are no third party beneficiaries to the covenants, restrictions and other provisions of this Deed. 15. Interpretation; Governing Law, Forum. This Deed shall be construed according to its fair meaning and as if prepared by both parties hereto. Title and captions are for convenience only and shall not constitute a portion of this Deed. As used in this Deed, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. This Deed shall be construed in accordance with the internal laws of the State of California in effect at the time of the execution of this Deed without regard to conflict of law principles. Venue and jurisdiction of any action arising out of this Deed shall exclusively be in any state or federal court sitting in the County of Orange, State of California. 16. Severability. If any term, provision, condition or covenant of this Deed or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, ,shall not be affected thereby, and each term and provision of this Deed shall be valid and enforceable to the fullest extent permitted by law. -12- 17. Authority to Execute. Each individual executing this Deed on behalf of a party hereto warrants that (i) such party is duly organized and existing, (ii) he or she is duly authorized to execute and deliver this Deed on behalf of said party, (iii) by so executing this Deed, such party is formally bound to the provisions of this Deed, and (iv) the entering into this Deed does not violate any provision of any other agreement to which said party is bound. 18. Execution in Counterpart. This Deed may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. 19. Runs With the Land. In accepting this Deed, City hereby agrees to all of the rights and obligations described above in this Deed. The terms and conditions of this Deed shall create equitable servitudes upon the Burdened Property; shall bind the owners of the Burdened Property (and each person or entity having any interest therein); and shall inure to the benefit of the owner of the Benefited Property. The benefits provided to Grantor (and any Benefited Party) under this Deed shall run with ownership of the Benefited Property. In the event of a breach by City in the performance of its obligations hereunder, the Benefited Party shall be entitled to all rights and remedies permitted under applicable law. Dated THE IRVINE COMPANY LLC, a Delaware limited liability company Un By: -13- STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On before me, Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On before me, Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. [SEAL] Notary Public -14- CERTIFICATE OF ACCEPTANCE This to certify that the interest in real property conveyed by the foregoing Grant Deed, from The Irvine Company LLC to the City of Newport Beach, is hereby accepted by the undersigned officer of the City of Newport Beach, on behalf of the City of Newport Beach, pursuant to authority conferred by Resolution No. of the City Council of the City of Newport Beach adopted on and the City of Newport Beach consents to (a) all rights reserved to the Benefited Party as described in said Deed and (b) the recordation of said Deed by its undersigned duly authorized officer. CITY OF NEWPORT BEACH, a California municipal corporation Dated: MM—RUM City Clerk STATE OF CALIFORNIA ) ) ss COUN'T'Y OF ORANGE ) On before me, Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. [SEAL] Notary Public -15- EXHIBIT "1" TO GRANT DEED LEGAL DESCRIPTION OF BURDENED PROPERTY That certain real property located in the City of Newport Beach, County of Orange, State of California legally described as follows: [to be inserted] EXHIBIT "2" TO GRANT DEED LEGAL DESCRIPTION OF BENEFITED PROPERTY That certain real property located in the City of Newport Beach, County of Orange, State of California legally described as follows: [See next page] LEGAL DESCRIPTION OF "BENEFITED PROPERTY" I. 500 AND 550 NEWPORT CENTER DRIVE Parcel A: Beginning at the easterly terminus of that certain course in the northerly right of way line of San Nicholas Drive shown as south 80 degrees, 14 minutes, 38 seconds east 91.45 feet on Map of tract 6015 filed in Book 239, page 28 through 41 of miscellaneous Maps, in the Office of said County recorder; thence along the right of way lines of said San Nicholas Drive, Newport Center Drive East and Santa Rosa Drive as shown on said Map. The following courses and distances, north 80 degrees, 14 minutes, 38 seconds west 91.45 feet to the beginning of a curve concave northeasterly having a radius of 25.00 feet, northwesterly 38.16 feet along said curve through an angle of 87 degrees, 26 minutes, 49 seconds to the beginning of a reverse curve concave westerly having a radius of 1670.00 feet;. northerly 472.13 feet along said curve through an angle of 16 degrees, I I minutes, 54 seconds to the beginning of a reverse curve concave southeasterly having a radius of 25.00 feet; northeasterly 38.16 feet along said curve through an angle of 87 degrees, 26 minutes, 49 seconds north 78 degrees, 27 minutes, 06 seconds east 69.97 feet to the beginning of a curve concave northwesterly having a radius of 825.50 feet, northeasterly 195.27 feet along said curve through an angle of 13 degree, 33 minutes; I I seconds to a point of non- tangent curve concave southwesterly having a radius of 25.00 feet, a radial to said point bears north 35 degrees, 38 minutes, 46 seconds east; thence southeasterly 4.81 feet along said curve through an angle of II degrees, 01 minutes, 42 seconds to the beginning of a reverse curve concave northeasterly having a radius of 16.1.00 feet; thence southeasterly 91.20 feet along said curve through an angle of.32 degrees, 27 minutes, 16 seconds to the beginning of a reverse curve concave, southwesterly having a radius of 25.00 feet; thence southerly 32.67 feet along said curve through an angle of 74 degrees, 53 minutes, 02 seconds, thence, south 0 degrees, 53 minutes, 46 seconds east 25.50 feet to the beginning of a curve concave northwesterly having a radius of 2.00 feet; thence southwesterly 3.14 feet along said curve through an angle of 90 degrees, 00 minutes, 00 seconds to the beginning of a reverse curve concave southeasterly having a radius of 2.00 feet; thence southwesterly 3.14 feet along said curve through an angle of 90 degrees, 00 minutes, 00 seconds; thence south 0 degrees, 53 minutes, 46 seconds east 179.75 feet to the beginning of a curve concave northwesterly having a radius to 10.00 feet; thence southwesterly 6.59 feet along said curve through an angle of 37 degrees, 45 minutes, 40 seconds; thence south 36 degrees, 51 minutes, 54 seconds west 9.49 feet to the beginning of a curve concave southeasterly having a radius of 10.00 feet; thence southerly 6.59 feet along said curve through an angle of 37 degrees, 45 minutes, 40 seconds; thence south O.degrees, 53 minutes, 46 seconds east 31.50 feet to "Point A" hereinafter referred to; thence continuing south 0 degrees, 53 minutes, 46 seconds east 31.50 to, the beginning of a curve concave northeasterly having a radius of 10.00 feet; thence southeasterly 6.59 feet along said curve through an angle of 37 degrees, 45 minutes, 40 seconds; thence south 38 degrees, 39 minutes, 26 seconds east 9.49 .feet to the beginning of a curve concave southwesterly having a radius of 10.00 feet; thence southerly 6.59 feet along said curve through an angle of 37 degrees, 45 minutes, 40 seconds; thence south 0 degrees, 53 minutes, 46 seconds east 212.75 feet to the beginning of a curve concave northwesterly having a radius of 25.00 feet; thence southwesterly 24.40 feet along said curve through an angle of 55 degrees, 55 minutes, 53 seconds to the beginning of a reverse concave southeasterly having a radius of 147.00 feet; thence southwesterly 66.40 feet along said curve through an angle of 25 degrees, 52 minutes, 43 seconds to the beginning of a reverse curve concave northwesterly having a radius of 25.00 feet; thence southwesterly 9.78 feet along said curve through an angle of 22 degrees, 24 minutes, 25 seconds to a point on a non - tangent curve concave southerly having a radius of 950.50 feet and the northerly right of way line of said San Nicholas Drive, a radial to said point bears north 22 degrees, 12 minutes, 47 seconds east; thence westerly 206.65 feet along said curve through an angle of 12 degrees, 27 minutes, 25 seconds to the point of beginning. II. FASHION ISLAND Parcel A: Parcels 1 through 9, inclusive, in the City of Newport Beach, County of Orange, State of California, as shown on Parcel Map No. 86 -399 as per Map filed in Book 221, pages 30 through 36, inclusive, of Parcel Maps, in the Office of the County Recorder of said County. Parcel B: Lots 13 through 17, inclusive, Lots Q, R, S, U, R -1, R -2, and R -3 of Tract No. 6015, in the City of Newport Beach, County of Orange, State of California, as per Map recorded in Book 239, pages 28 through 41, inclusive, of Miscellaneous Maps, in the Office of the County Recorder of said County.. Parcel C: . . Parcel .l, in the City of Newport Beach, County of Orange, State of California, as shown on a Parcel Map filed in Book 67, pages 2 and 3 of Parcel Maps, in the Office of the County Recorder of said County. Parcel D: Parcel 1., in the City of Newport Beach, County Parcel Map filed in Book 75, page 48 of Parcel said County. Parcel E: of Orange, State of California, as shown on a Maps, in the Office of the County Recorder of Parcel 4 of Parcel Maps, as shown on a Map filed in Book 67, pages 2 and 3 of Parcel Maps and Lot W of Tract No. 6015, as per Map recorded in Book 239, pages 28 through 41, inclusive, of Miscellaneous Maps, all in the City of Newport Beach, County of Orange, State of California, in the Office of the County Recorder of said County, lying within the land described as Parcels l and 2 of that certain Lot Line Adjustment N.B.L.L.A. 87 -3, recorded November 13, 1987, as instrument No. 87- 640346, Official Records of said County. EXHIBIT "3" TO GRANT DEED CONCEPTUAL DESIGN PLANS FOR INITIAL CITY HALL FACILITY [to be inserted] EXHIBIT "4" TO GRANT DEED CONDUIT AREA [to be inserted] EXHIBIT "5" TO GRANT DEED PARKING STRUCTURE PROPERTY [to be inserted] EXHIBIT G: DEPICTION OF LOWER CASTAWAYS SITE NOT -TO -SCALE 117301 -17 co, \ yT 1�H� �qr 117.60146 EXHIBIT H: EXISTING DEVELOPMENT ON PROPERTY As of Date of Approval of the City of Newport Beach General Plan 2006 Update (July 25, 2006) Sub Area Existing Development Block 500 285,142 square feet of office and commercial development 952,673 square feet of office and commercial Block 600 development 295 hotel rooms San Joaquin Plaza 330,989 square feet of office and commercial development 1,331,268 square feet of regional retail development Fashion Island 1700 theater seats � Within an area of 27,000 square feet ATTACHMENT NO. 3 Development Agreement (Strikeout/Underline) IaT RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 =3884 Attn: City Clerk (Space Above This Line Is for Recorder's Use Only) This Agreement is recorded at the request and for the benefit of the City of Newport Beach and is exempt from the payment of a recording fee pursuant to Government Code §§ 6103 and 27383. ZONING IMPLEMENTATION AND PUBLIC BENEFIT AGREEMENT between CITY OF NEWPORT REACH; and THE IRVINE COMPANY LL,C CONCERNING PROPERTIES LOCATED IN NORTH NEWPORT CENTER (BLOCK 600 AND PORTIONS OF FASHION ISLAND, BLOCK 500, AND SAN JOAQUIN PLAZA) TABLE OF CONTENTS Pape Definitions.............................................................................................. ..............................4 1.1 " AHIP ........................................................................................ . ..............................4 1.2 "Bonita Canyon Development Agreement" ............................... ..............................4 1.3 "Cancellation.. 4 14 " CEQA ........................................................ ............... ..................... .........................4 4-415 "C IOSA" .......................................................,............................. ..............................4 431A"Cit y Council" ........................................................................... 1.6 "Design Regulations" ..............................4 .. . . .. ........... 1.7 "Development Fees" ............::........................::................:.:....... ..............................4 1.8 "Development Plan" .................................................................. ..............................4 1.9 "Development Regulations" ...................................................... ..............................5 1.10 "Effective Date„ ......................................................................... ..............................5 1.11 "Fair Share Traffic Contribution Ordinance" ...::....................... ..............................5 1.12 "Fair Share Traffic Fees" ........................................................... ..............................5 1.13 "First Building Permit" ...................,.......................,..............,... ..............................5 1.14 "First Residential Building Permit" ............................................ ..............................5 1.15 "General Plan " ........................................................................... ..............................5 1.16 "Initial Park Fee Increase " ........................................................ ...............:..:...........6 1.17 "Initial Park Fee iftereas e" ....................................................... .............................56 1.18 "Initial Public Benefit Fee" ........................................................ ..............................6 . i p rt ............................. 1.19 "Initiative ....6 1.20 "Iy4ertgag°°„ .. .................................................................. ,` Mortgagee .. ..................... •......................................................... ..............................6 .............::........:,::...6 1.22 "^°vperative )ategption Penofl .................................... ............................... 6 1.23 "Option Agreenent it " .........::.................:.......::....::................ ..............................6 1.24 "Opt-ien PertedPark Fees" ............... ....6 1.25 "Option SitePar in tructure ............................................... ..............................6 1.26 "Dr«ees arkine Structure Provi ion " ................. ..............................6 1.27 "Parking Structure asement Aereemen " .............................. ..............................6 1.28 "Parking Structure Vies ............67 1.29 "Parking-gtrueture Ski A....................................... ......................... ..............................7 "Party" or " Parties" .................................................................... ..............................7 4,34-1,10 ................................................................. ............................... "Per Unit Park Fees" 7 1.31 "Project .. ..................... ............7 1.32 " PiejestPron ertv_" ....................................................................: :.........................:,:.7 133 =`Property .. . ........................................................................... ..............................7 4-44—"Public Benefit Fee" ................ .. ........ ..:....... ............................... 7 1 34 "Term" .................:::....::............ I.............................. a 1.35 "TeffnTraffic Phasin:= Ordinance.. .......................................... ..............................7 1,36 "Transfer of Development Rights .. ..... ......... ............................... ................7 2. General Plan Consistency; Zoning Implementation, and Extinguishment of Any of Landowner's Remaining Development Rights Under the CIOSA and the Bonita Canyon Development Agreement .......................................................... ..............................7 3. Affordable Housing Obligation .........................::.................................. ...........:..................7 4. Public Benefits ....................::...........................::.................................. ..............................8 ..............................4 4.1 In -Lieu Park Fees for Renovation of Oasis Senior Center and for Park Fees Applicable to Property ................................................. ............................... 11-517 Uses............................................................................................ ..............................8 Permitted Increases iii Development Fees Applicable to Property ....................4-61$ 4.2 Public Benefit Fee ..................................................................... .............................82 of Property-, ........... ................. .............................................................. 4.3 Fair Share Traffic Fees ............................................................... ..............................9 Applicable Regulations_ ............................ ............................... ..........................1 4.4 Circulation Enhancements to Public Right of Way ............................................. 910_ 4.5 Dedication of Public Right of W-m, Ne ti. of San Miguel uel Drive Betwee Description of Certain Project Components .................................................... 4.6 Conditional Open Space Dedication ........................................ ..............................1 l 4.7 Maintenance of CIOSA Pre -Paid Transportation Fund ... .................................. 4 -12 4.8 City's Option to Purchase New City Hall Site; Parking Structure ... ..........412 4.9 Retrofit Sprinkler Systems.. ........................ ............................... ..........4 -4 6 4.10 Cooperation of Landowner if City Hall Constructed on Property North of Library ................................................................ ......... . .......... " " ..... ..................' � 4,11 Dedication of Lower Castaways 17 5. Fees .................................................................................................. ..............................4 -511 5.1 Fees Applicable to Property ................................................. ............................... 11-517 5.2 Permitted Increases iii Development Fees Applicable to Property ....................4-61$ 6. Development of Property-, ........... ................. .............................................................. 4-6JA 6.1 Applicable Regulations_ ............................ ............................... ..........................1 -618 6.2 Landowner's Vested, Rights ................ ......................... ..........................4 -712 6.3 Description of Certain Project Components .................................................... 4 -$23 6.4 Police Power . .......................................................................................... ..........' Q 20 6.5 Time- Share Developments ....................... ............................... ...........................4 -921 6.6 Available Use in Newport Center Block 500 for City Hall ......... 6.7 Available Use in Newport Center Block 500 if City Does Not Develop a City Hall on the Option Site ..................... ............................... ............................4921 6.8 Effect of Agreement on Applications for Land Use Approvals ..................:.....2922 6.9 Mello -Roos Community Facilities District .............................. ..........................2.822 6.10 No Conflicting; Enactments .. ......... ......... ............................... . ............. 2-922 6.11 Benefits to Landowner ............................ ............................... ............................2123 6.12 Tentative Subdivision Maps .................... ............................... ...........................2123 6.13 Compliance with California Government Code Section 65897.5(c) on WaterSupply ...................... ......... ......................... ......... .......... 2-472_ 6.14 Cancellation of the CIO,SA and -the Bonita Canyon Development Agreement.......... ..................... ............................ ............................... ........2 -123 sH i 6$ t f iP�YSr a 11 �SBFS74aCr8 -F6 6.15 No Payments Due from City .................... ............................... .........................::2424 7. Compliance with Fair Share Traffic GeatFibii6en=P=h=a§in =g Ordinance .......................... 2-224 7.1 Scope of Traffic Study........ ..................... ............................... ...........................2224 7.2 Sufficiency of Traffic Study .................... ............:.................. ...........................2224 7.3 Improvement 24 8. Reservations of Authority ...................................... ............................... .........................222.5_ 8.1 Procedural Regulations ............................ ............................... ...........................2225 8.2 Consistent Future City Regulations .................. ............................... ...........2325 8.3 Overriding Federal and State Laws and Regulations........ ......... ...........2325 8.4 Public Health and Safety ..... .......... ......... ......... ......... ...........2325 8.5 Uniform Building Standards ..................... ............................... ..........................2326 8.6 Public Works lmproyemen ................................................. .............................26 9. Utility Capacity .................................................... ............................... ...........................242( 10. Project as Private Undertaking ............................. ............................... ..........................:242( 11. Effective Date and Opera4iye Date of ^ gree...en -, Term .................2422 12. Amendment or Cancellation of Agreement ................................... ............................... :2522 13. Enforcement .......................................................... ............................... ..........................2527_ 14. Periodic Review of Compliance .......................... ............................... ..........................2627 15. Events of Default ................................................... ............................... .........................2622 15.1 Default by Landowner ........................... ............................... ...........................2622 15.2 Default by City ......................................... ............................... ............::.............2628 15.3 Specific Performance and Damages Remedies ........................ ..........................2'728 15.4 Limited Recovery of Legal Expenses by Prevailing Party in Any Action ........2722 16. Cooperation ......................................................... ............................... ............................272 17. Force Majeure ...................................................... ............................... ...........................2222 18. Indemnity ............................................ ............................... 272 ............ ............................... 19. Third Party Legal Challenge .............................................................. ............................29M 20. Mortgagee Rights ................................................. ............................... ...........................2830 20.1 Encumbrances on Property ..................... ........................................................... 2 -830 20.2 Mortgagee Protection ............................... ............................... ...........................28 4 20.3 Mortgagee Not Obligated ........................ ............................... ..........................:2830 20.4 Notice of Default to Mortgagee; Right of Mortgagee to Cure ...........................2830 21. Transfers and Assignments .................................. ............................... ...........................2931 h•_Zi+.w..a.t'ktk.i.xarrRa-�^�. 4,s MIN 19110 ws#a...a §�' a,�- 1,. __ nl 21.1 Right to Assign ....::....::............................ ............................... ...........................2431 21.2 Agreement Binding on Successors and Assigns .................. ..............................2 T, 22. Estoppel Certificate .............................................. ............................... ...........................2932 23. Further Actions and Instruments ...........:.............. ............................... ...........................3932 24. Notices ................................................................. ............................... ...........................3932 25. Rules of Construction and Miscellaneous Terms ................................ ..........................34 -33 25.1 Rules of Construction ............................................................. ...........................31 -33 25.2 Time Is of the Essence ............................................................ ............................n33 25.3 Waiver ...................................................... ............................... ...........................3 33 25.4 Counterparts .............................................. ............................... ..........................433 25.5 Entire Agreement ......................., ......... ......... ........ _ ...........3.1; 25.6 Severability .......................................................................... ..............................3 -133 25.7 Construction ......................................................................... ..............................3 -134_ 25.8 Constructive Notice and Acceptance ....... ............................... ...........::..............3234 25:9 No Third Party Beneficiaries ................... ............................... ...........................3234 25.10 Applicable Law and Venue ...................... ............................... ...........................3234 25,11 Non - Liability of City Officers and Employees .. ............................... ...........3234 25.12 Section Headings ........ .............................. ............................... .......::.................3234 25,13 Incorporation of Recitals and Exhibits .... ............................... ..........................:3234 26. Authority to Execute ................ ............................... .... ...........................3335 27. Recordation ........................................................... ............................... ..........................3335 r.. fir., �.,.«at- G��✓s:. �_ �� ssr�rS ,;:z��xn�.�:t.4Y.;?`i..r.�� .. �€� - a��ii'.4 ++IH�,1� +y � 581574768. -6 ZONING IMPLEMENTATION AND PUBLIC BENEFIT AGREEMENT (Pursuant to California Government Code sections 65864- 65869.5) This ZONING IMPLEMENTATION AND PUBLIC BENEFIT AGREEMENT (the "Agreement ") is entered into on December 2007, by and between: (1) CITY OF NEWPORT BEACH ( "City "), and (2) THE IRVINE COMPANY LLC ( "Landowner "). City and Landowner are sometimes collectively referred to in this Agreement as the "Parties" and individually as a "Party." RECITALS A. Landowner is the owner of the parcels of real property (collectively, the "Property") that are described in the legal description attached hereto as Exhibit A and depicted on the site map attached hereto as Exhibit B. The Property is under City's jurisdiction and is located in North Newport Center. The Property consists of the following sub - areas: portions of Newport Center Block 500, Newport Center Block 600, portions of San Joaquin Plaza, and portions of Fashion Island. No part of the Property is located in the coastal zone. B. On September 14, 1992, the City Council of the City of Newport Beach ( "City Council ") adopted Ordinance No. 92 -35, through which City and Landowner entered into the Circulation Improvement and Open Space Agreement pertaining to twelve (12) parcels of real property located in City, including the four parcels owned by Landowner in North Newport Center that comprise the Property subject to this Agreement. City subsequently adopted the Amendment to the Circulation Improvement and Open Space Agreement dated May 12, 1996. The original Circulation Improvement and Open Space Agreement and the May 12, 49%"2St Amendment are collectively referred to herein as the " CIOSA." C. Under the CIOSA, Landowner: (1) committed to road improvements adjacent to proposed projects, made an interest -free loan to City, and pre -paid required fair share road improvement fees that City used as matching funds when obtaining outside transportation funding; and (2) committed to dedicating more public open space than required for the twelve (12) parcels under the City of Newport Beach General Plan and the City of Newport Beach Park Dedication Ordinance, as detailed in Exhibit C. D. The CIOSA provided Landowner with certain building entitlements with respect to the properties addressed therein. Landowner has not utilized all of the building entitlements provided by the CIOSA, including the building entitlements for Newport Center Block 600, as detailed in Exhibit C. E. Although Landowner did not utilize all of the building entitlements provided by the CIOSA, it fulfilled all the public benefits listed in Recital C as if it had done so. F. On November 10, 1997, the City Council adopted Ordinance 97 -77, through which City and Landowner entered into the Bonita Canyon Annexation and Development Agreement pertaining to the Bonita Canyon property (the "Bonita Canyon Development Agreement"). s 16 Approximately concurrent to adoption of Ordinance 97 -77, the Bonita Canyon property was detached from the City of Irvine and annexed by City. G. Under the Bonita Canyon Development Agreement, Landowner: (1) constructed roads and other circulation improvements designed for the capacity of a larger project that had previously been approved by the City of Irvine; (2) sold some of the land that it agreed not to develop to City for open space purposes and cooperated in the formation of a community facilities district to provide funding to City for improvement of the park site between Ford Road and Bonita. Canyon Road; and (3) made park dedications. H. The Bonita Canyon Development Agreement provided Landowner with certain building entitlements with respect to the properties addressed therein, which entitlements were to be implemented through a Planned Community Development Plan. Landowner has not utilized all of the building entitlements provided by the applicable development plan, as detailed in Exhibit C. I. Although Landowner did not utilize all of the building entitlements provided by the Bonita Canyon Development Agreement, it fulfilled all the public benefits listed in Recital G as if it had done so. J. This Agreement effectuates General Plan policies and goals by extinguishing Landowner's remaining building entitlements under the CIOSA and the Bonita Canyon Development Agreement. This Agreement provides for the rescission and cancellation of the Landowner's remaining rights and obligations under the CIOSA and the Bonita Canyon Development Agreement on the OperativeEffective Date (collectively, the "Cancellation "). K. The Cancellation eliminates conflicts that exist among the CIOSA, the Bonita Canyon Development Agreement, and the General Plan. The Cancellation, together with this Agreement, also ensures that zoning implementation and utilization of the building entitlements applicable to the Property are consistent with the General Plan's standards for land use, housing, circulation, open space, noise, safety, and conservation, and with the General Plan's goals of improving and providing transportation infrastructure, parks, public services, open space, water resources, and environmental resources. Notably, existing utility capacity, circulation infrastructure, and other public services, together with the circulation improvements fefefeneedto be constructed or installed by Landowner, as referred to in this Agreement, support development consistent with the Development Regulations. L. As detailed in Section 4 belew f this Agreement, Landowner has agreed to provide public benefits as consideration for this Agreement, including the following: in -lieu park fees in advance of the time that the fees otherwise would be due to provide for matching funds for the renovation of the Oasis Senior Center and to provide funds for other qualified park uses„ development fees to fund construction of a new City Hall building or other municipal use -, circulation enhancements, eendiHenal; dedication of ° publie right of way as s °siF °a in Se an'-public rights of way on the north side of San Miguel £D'ilme between ' Z"' ,t' 2 rive and San Miguel Drive: the conditional dedication to City of an open space parcel witltx3 Newport ounded on the north by the Orange County Transportation Authority site, an the east by MacArthur Boulevard, on the south by San Miguel Drive, and on the we t by Castaways site for non - commercial municipal u e Landowner has also agreed to grant City an option to acquire a site in Newport Center Block 500 for the purpose of constructing a new City Hall building. M. On March 13, 2007, the City Council adopted Ordinance No. 2007 -6, entitled "Ordinance Amending Chapter 15.45 of City of Newport Beach Municipal Code Regarding Development Agreements" (the "Development Agreement Ordinance "). This Agreement is consistent with the Development Agreement Ordinance, which requires a development agreement for certain types of projects, including: (1) projects that include development of 50 or more residential units, and (2) projects that include new non - residential development in Newport Center. N. This Agreement is consistent with the City of Newport . Beach General Plan Policy LU 6.14.8, which applies to Newport Center and requires the execution of development agreements for residential projects and mixed -use development projects with a residential component. O. This Agreement is consistent with provisions of state law (California Government Code sections 65864- 65$69:5) and local law (City of Newport Beach Municipal Code chapter 15.45) that authorize binding agreements that: (1) encourage investment in, and commitment to, comprehensive planning and public facilities financing; (2) strengthen the public planning process and encourage private implementation of the local general plan; (3) provide certainty in the approval of projects in order to avoid waste of time and resources; and (4) reduce the economic costs of development by providing assurance to property owners that they may proceed with projects consistent with existing policies, rules, and regulations. P. The Parties intend that, concurrently with their approval of this Agreement„ the Parties will approve and execute a separate Affordable Housing Implementation Plan ( "AHIP ") for the Property, in the form attached hereto as Exhibit D, that reflects the terms of Section 3 of this Agreement regarding Landowner's affordable housing requirements. The Parties intend th under the ra., � ec`r,.r ert Beaeh General Plan us usi Pregrarn 2.2. 1 T. Parties . intend >_ f he A 141P is- appreved and the Operative eensent of the Parties without requiring an b Q. In recognition of the significant public benefits that this Agreement provides', the City Council has found that this Agreement: (1) is consistent with the City of Newport Beach General Plan as of the date of this Agreement; y, _.'`, +`Ko-"' 3 (2) is in the best interests of the health, safety, and general welfare of City, its residents, and the public; (3) is entered into pursuant to, and constitutes a present exercise of, City's police power; (4) is consistent and has been approved consistent with the Final Environmental Impact Report for the City of Newport Beach General Plan 2006 Update (State Clearinghouse No. 2006011119) and the North Newport Center Addendum to the for General Plan 2006 Update (State Clearinghouse No. 2006011119), both of which analyze the environmental effects of the proposed development of the Project on the Property; and (5) is consistent and has been approved consistent with provisions of California Government Code section 65867 and City of Newport Beach Municipal Code chapter 15.45. R. On November 15, 2007, and November 29.2007. City's Planning Commission held a public hearing on this Agreement, made findings and determinations with respect to this Agreement, and recommended to the City Council that the City Council approve this Agreement. S. Novemb 11.2007, the City Council also held a public hearing on this Agreement; and considered the Planning. Commission's recommendations and the testimony and information submitted by City staff. Landowner and members of the public. On December 18, 2007, pursuant to the applicable state law (California Government Code sections 65864. 65869.5) and local law (City of Newport Beach Municipal Code chapter 15.45), the City Council adopted its Ordinance No. , finding this Agreement to be consistent with the City of Newport Beach General Plan and approving this Agreement, AGREEMENT NOW, THEREFORE, City and Landowner agree as follows: 1. Definitions. The following terms when used in this Agreement shall have the meanings set forth below: 1.1 "AHIP" shall mean the Affordable Housing Implementation Plan that is attached hereto as Exhibit D, which has been approved and executed by Landowner and is being considered for approval by the City Council of City concurrently with its consideration of this Agreement. 1.2 "Bonita Canyon Development Agreement shall have the meaning ascribed in Recital F of this Agreement. U "Cancellation" shall have the meaning ascribed in Recital J of this Agreement. 1.4 1-.3-"CEO "shall mean the California Environmental Quality Act (California Public Resources Code sections 21000 - 21177). 45 :9nW47 4- .4- "CIOSA" shall have the meaning ascribed in Recital B of this Agreement. d— S - "City Council' shall mean the governing body of City. 1.7 "Development Fees" shall have the meaning ascribed in Section 5.1 of this Agreement. 1.8 "Development Plan" shall mean the North Newport Center Planned Community Development Plan . including design regulations, that is being approved by the City Council of City concurrently with its approval of this Agreement -, excluding any amendments after the Effective Date unless specifically agreed to by Landowner in writing or authorized by Sections 8 or 9 1.9 "Development Regulations" shall mean the following regulations fliat4LthpX are in effect as of the Effective Date `eet ithstanding that some of the ..a gul tieRs do lie be.,.,.... operative until the Oper-..tiye X, +*, excluding any amendments after Effective Date unless specifically agreed to by Landowner in writing or authorized by Sections 8 or 9: the General Plan; the Development Plan;. including the Design Regulations esign regulations; the AHIP; the Transfer of Development Rights; and, to the extent not expressly superseded by the Development Plan or this Agreement, all other land use and subdivision regulations governing the permitted uses, density and intensity of use, design, improvement and construction standards and specifications, procedures for obtaining required City permits and approvals for development, payment of Development Fees, and similar matters that may apply to development of the Project on the Property during the Term of this Agreement that are set forth in Title 15 of the Municipal Code (buildings and construction), Title 19 of the Municipal Code (subdivisions), and Title 20 of the Municipal Code (planning and zoning), but specifically excluding all other sections of the Municipal Code, including without limitation Title 5 of the Municipal Code (business licenses and regulations). 1.10 "Effective Date" shall f this Agreemen 1.11 "Fair Share Traffic Contribution Ordinance" shall mean City's Fair Share Traffic Contribution Ordinance, codified in Chapter 15,38 of City's Municipal Code, together with resolutions implementing said ordinance. 1.12 "Fair Share Traffic Fees" shall have the meaning ascribed in Section 4.3 of this Agreement. 1.13 "First Building Permit" shall mean the first building permit that is first- issued for either =(i) the Parking Structure; or (ii) residential, office, or hotel development on any 5 9s7aws.w portion of the Property located in Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza, provided the building permit (is for new development that did not exist as of the Operative- Batedate of this Agreement on the property for which the permit is being issued-aad, {Bl is not for the renovation, repair, or improvement of an existing building that does not increase the building's square footage, and (C) is not for pursuant to clause ()l. 1.14 "First Residential Building Permit' shall mean the first building permit issued for residential development in any portion of the Property located in Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza, provided the building permit is for new development ands not for the renovation, repair, or improvement of an existing residential unit that does not increase the unit's square footage. 1.15 "`General Plan" shall mean City's 2006 General Plan adopted by the City Council on July 25, 2006, by Resolution No. 20066 excludine any amendments after the Effective Date unless specifically agreed to by Landowner in writing or authorized by Sections 8 or 9. The Land Use Plan of the Land Use Element of the General Plan was approved by City voters in a general election on November 7, 2006. 1.16 "Initial Fee Increase" shall have the meaning ascribed in Section 4.3 of this Agreement. 1.17 "Initial Park Fee" shall mean the portion of the Park Fees that is to be paid by Landowner to City upon the issuance of the First Residential Building Permitter aey erSan jeagain glace, as more fully explained in Section 4.1 of this Agreement. 1.18 "Initial Public Benefit Fee" shall mean the portion of the Public Benefit Fee that is to be paid by Landowner to City upon the issuance of the First Building Permit for any portion of the Property leeated in NevTeA Center Bleek 500, NemTaI4 Center- Bloek or San jeaquin , , as more fully explained in Section 4.2 of this Agreement. WdOT-MONTRAM M91 E- EW 011M IM 1.20 'Mortgage" shall mean a mortgage, deed of trust, sale and leaseback arrangement, or any other form of conveyance in which the Property, or a part or interest in the Property, is pledged as security and contracted for in good faith and for fair value. L_20 1.21 "Mortgagee" shall mean the holder of a beneficial interest under a Mortgage or any successor or assignee of the Mortgagee. BEEN IN F,t.._..�',. �.,. 6 9. 747<o BEEN IN F,t.._..�',. �.,. 6 9. 747<o 4-.2=;-"Option Agreement" shall mean that certain Option Agreement in the form substantially the same as that attached hereto as Exhibit F to be entered into by City and Landowner, which agreement provides for Landowner to grant to City an option to acquire the Option Site, as more fully explained in Section : .4 5 4-.4 8, -gLtbds Agreement. L2.2 4-.24-"Option Period ".shall mean the period of time during which City may exercise the option to acquire the Option Site, as more fully explained in Section 4.8.1 of this Agreement. 113 4- 23- "Option Site" shall mean that certain real property that will be the subject of the Option Agreement and that is defined in Section 4-&rl-.=4 8.1 of this Agreement.. 1.24 1.26 'Park Fees" shall collectively refer to the Initial Park Fee and the Per Unit Park Fees, payable in accordance with Section 4.1.1 of this Agreement. 1.25 1.27 'Parking Structure" shall mean the multilevel parking structure to be developed on the Parking Structure Site in the event City exercises its option to acquire the Option Site, including without limitation the spaces on the ground level within the multilevel parking structure. 1.26 1.28 'Parking Structure Provisions" shall mean the fightrigIdE and obligations of the Parties with respect to the construction,and operation of the Parking. Structure, as more fully explained in Section 4.8.2 of this Agreement. 1,27 "Parking Structure Easement Agreement" shall mean a separate recorded agreement between Landowner and City to set forth their respective rights and obligations under the Parking Structure Provisions described in Section 4.8.2 of this Agreement. 128 d-.29- "Parking Structure Site" shall mean that certain real property located adjacent to the Option Site and depicted on Exhibit ,E attached hereto, as further described in Section 444 of this Agreement. 1_.22 1.39 'Party" or "Parties" shall mean either City or Landowner or both, as determined by the context. 1 34 4.31 'Per Unit Park Fees" shall mean the portion of the Park Fees that are to be paid by Landowner to City upon the issuance of residential building permits for development of any portion of the Property located within Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza, as more fully explained in Section 4.1 of this Agreement. IM 1.32 Project' shall mean all on -site and off -site improvements (including new development and replacement development for existing buildings that may be demolished) that Landowner is authorized,and/or required to construct with respect to each parcel of the Property, as provided in this Agreement and the Development Regulations. '¢'t� F'�'�, x .."r`si' -MM.� #`" ' $, 7 1,32 1.33 'Pro ert 'is described in Exhibit A and depicted on Exhibit B. LU X34- "Public Benefit Fee" shall have the meaning ascribed in Section 4.2 of this Agreement. 1.L4 435 'Term" shall have the meaning ascribed in Section 11 of this Agreement. LLS 4- 36- "Traffic Phasing Ordinance" shall mean City's Traffic Phasing Ordinance, codified in Chapter 15.40 of City's Municipal Code and including Appendix A to Chapter 1 ,AQ, 1 17 'Transfer of Development Rights' shall mean the resolution approving the transfer to Newport Center Block 500 of development rights for development of approximately 277,161 square feet currently assigned to Newport Center Block 600 (of which up to 72,000 square feet may be utilized by City for the City Hall buildirtg to be situated on the Option Site if City exercises the Option), that the City Council is considering for approval concurrently with its approval of this Agreement. 2. General Plan Consistency, Zoning Implementation, and Extinguishment of Any of Landowner's Remaining Development Rights Under the CIOSA and k Bonita Canyon Development Agreement. This Agreement and the Development Regulations applicable to the Property will cause City's zoning and other land use regulations for the Property to be consistent with the General Plan. Although development already completed under the CIOSA and the Bonita Canyon Development Agreement remains vested as a conforming use, the CIOSA and the Bonita Canyon Development Agreement provided for vested development rights that Landowner has not yet used and that are inconsistent with the General Plan. The Cancellation of those agreements on the OperativeEffective Date will eliminate this inconsistency. 3. Affordable Housing Obli ation. The Parties agree that Landowner's compliance with the AHIP satisfies any obligation of Landowner to City under the City of Newport Beach General Plan Housing Program 2.2.1 with respect to the development of the Property pursuant to and during the Term of this Agreement. This Agreement does not authorize Landowner to transfer any affordable housing credits to any property that is outside the Property. The Parties also agree that the AHIP and this Agreement shall be interdependent apd neither shall be effective unless each is approved and the Effective Date occurs. The adopted AHIP maylzc-amepded by the mutual consent of the Parties without requiring an amendment to this Agreemen 4. Public Benefits. 4.1 In -Lieu Park Fees for Renovation of Oasis Senior Center and for Park Uses. Landowner agrees to pr-eeess subdivision maps for any residential develepment te be developed in Newport Center Bleek 500, Newpei4 CerAer Bleek 600, and San jeaqttin Plaza. bandeymer also spay to City the Initial Park Fee and the Per Unit Park Fees as set forth in this Section 4.1 (collectively, the "Park Fees ") regardless, Regardless of whether a subdivision map is approved for any or all of the residential units-.Pner, and prior to and as a condition to City's issuance of the First Residential -S- x 3 Building Permit, but in no event earlier than the Operat-iveEffective Date, Landowner shall pay to City the greater_of (il the sum of $3,733,333.33 (which is 1/3 of the total Park Fees to be paid to City under this Agreement) (OL "Initial Park Fee ") thg applicable Per Unit Park Fees (if the First Residential Building Permit 4ncludes more an one hundred forty -three (143) residential unitsl. Landowner shall nay 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 unitsl and 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 t City the sum of $26,046.51 per unit ( "Per Unit Park Fees"l. In addition, 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 r i ential building, then Landowner shall nay 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 effec at at time within the City of Newport Beach, less a credit for the amount of the Per Unit Park Fee paid prior to that time, Landowner's ' 1 _: 1 ! 11W 1 1 residential unit or units 1 1 in a memorandum to be 1 1 1' 1. 1 1=15 I L map creating the condominium airspace I) andowner, in 1 1' 01M. 11'11 applicable, shall I' ' 11'11 of this Agreement and I 1 1 Landowner shall nay 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 unitsl and 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 t City the sum of $26,046.51 per unit ( "Per Unit Park Fees"l. In addition, 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 r i ential building, then Landowner shall nay 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 effec at at time within the City of Newport Beach, less a credit for the amount of the Per Unit Park Fee paid prior to that time, Landowner's obligation to pay suc dditional fee upon individual We of a residential unit or units within the Property all be described in a memorandum to be recorded against the title of each unit at the time that a subdivision map creating the condominium airspace units is recorded by andowner, in a form acceptable to City. The obligation to pay said additional fee. if applicable, shall survive the termination of this Agreement and shall apply to any bulk sale purchaser of all or any portion of the residential units, In addition to the foregoing, and notwithstanding any other provision set forth in this Section-,=LL 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 the- date-a€ewwd is less than the sum of $5,600,000 (the amount of the matching challenge grant referred to below), then 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 Initial -Park Fee and FaFk Fee Ad,.,anenwntAdyancement shall entitle Landowner to a credit against payment of the Initial Park Fee (if not paid by the time the Park Fee Advancement is paidl and against the next Per Unit Park Fees `er the first 215 - ..:dent..,' units to be developed e the P-repeHy . Prierthat 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 the 216' 'Fain° permit and thereaA °- each subsequent building permit for residential development en4f any portion of the Property located in Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza, Landowner shall .. to City the s of $26,046.51 p nit ("Pe_ Unit-P.,_4 Fees) subjeet to adjustme..t (nyt x"m ,. .74'Y, A`'�'' ^`s 9 RUS74768 'A of said Per Unit Park Fee in aeoefdanee with Seetie.. C 7 continue to nay the Per Unit Park Fees as residential building permits are issued. r the event Git., has r-eeeived , fF nt Park Fees ta.,,.n baadeAffier prior- tow e award f t, eentfaet f >, renevation of the Oasis Senior Center, City .shall earmark tip te- $5,600,000 of the Park Fees to be paid by Landowner (•ane -half of the total Park Fees to be •d to Cit.. , witheut taldng 449 eensider-ation fiatu adjustments to tl Park Fee pre..:d..A f r in See Tien G 4) as a matching challenge grant to apply toward contributions to the renovation of the Oasis Senior Center. 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 reseraised shall not affect the amount of Park Fees payable by Landowner to City. 4.2 Public Benefit Fee. Landowner shall pay to City the sum of $27,090,000 as set forth in this Section 4.2 ( "Public Benefit Fee "). Prior to and as a condition to the issuance of the First Building Permit, Landowner shall pay to City the sum of $13,545,000, which is one -half of the Public Benefit Fee ( "Initial Public Benefit Fee "). The balance of the Public Benefit Fee shall be paid to City upon the issuance of building permits for the 430 residential units authorized for development within the Properly: The amount payable by Landowner to City for each such residential unit shall be the sum of $31,500. City shall use the Public Benefit Fee for any of the following expenses: the design, engineering, and construction of a new City Hall building anywhere within the City of Newport Beach, the costs to acquire the Option Site if City exercises the option under the Option Agreement; City's pro rata share of the costs to design and construct the Parking Structure if City builds a City Hall on the Option Site, and any other municipal purpose as determined by City. 4.3 Fair Share Traffic Fees. Landowner acknowledges that 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 "). Landowner further acknowledges that 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 ")and Notwithstandne any other provision set forth in this 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, provided that (i) these fees are generally applicable to all substantially similar new development within City on the same basis that they are applicable to the Property, or (ii) if City elects to impose Fair Share Traffic Fees on a zone by _zone basis, these fees are generally applicable to all substantially similar new development within the zone within which the Property is located on the same basis that they are applicable to the Property. fter the Initial Fee Increase is approved by City and becomes effective. however. Landowner's responsibility to pay any additional increases rnade to the i 's Fair Share Traffic Fees 1 after the initial Fee inerease shall,, however, be limited byto an amount not in excess of flse percentage iereaseainerease in the California Department of Transportation ighwav Construction Cost Index from and after the date that the Initial Fee Increase becomes effective to the date Landowner Days the applicable .a4*tment is mad Ion ger available. Citv_shall substitute an official index that is most nearly equivalent thereto. Nothing herein is intended to preclude Landowner from satisfying its obligation to pay Fair Share Traffic Fees through in -lieu contributions, subject to and in accordance with the Fair Share Traffic Contribution Ordinance and any modifications thereto, which Landowner acknowledges requires the approval of City's Planning Commission. The improvements and dedication to be made by Landowner at the intersection of dedications to be made under this Agreement shall not be eligible for consideration as an in -lieu contribution under the Fair Share Traffic Contribution Ordinance. City acknowledges that the Fair Share Traffic Fees cover all fair share traffic fees associated with development of the Property, and that during the Term of this Agreement, City shall not require additional fair share traffic fees associated with development of the Property other than the Fair Share Traffic Fees described in this Agreement. 4.4 Circulation Enhancements to Public Right of Way. Landowner shall eeerdamte with the Gity en the design d a � r contribute to City the sum of Two Million construction of one or more of the following circulation e - - i in complia . (1) widening of Avocado Avenue between San Miguel Drive and San NiehotasNicolas Drive; (2) enhaneeei3t efieidenine. operational imnrovement� and /or other capacity enhancements to San Miguel Drive between MacArthur Boulevard and Avocado Avenue; (3) installation of a-traffic signal at the intersection of Newport Center Drive and San Nfiguiielt &Wn Drive; (4) installation of a-traffic signal at the intersection of Newport Center Drive and Center Drive; and i ' &F;;i -. tg a,�"^ � 'n -g,`i yra: x �`4 -+�' .�"s •nf,s.,y, .f` .e'�' ?s_£,e.. °'-=g- )( l £9LS74769.1 6 (5) other improvements #L=n1qy=hLmutuaIIy agreed upon by City's Director of Public Works and Landowner. Landowner shall pay the Circulation Enhancement Contribution to Cily from time to time after the Effective Date, within thirty (30) days after receipt fw Ate request for reimbursement from City, with any balance to be paid to City on the 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's commitment to u=ate.....__ the eiret4afien enhaneements to the r .blic right ,.Fway a^^^�boa in this cert ::n °fecontributine the Circulation Enhancement Contribution is in addition to Landowner's obligation to pay Fair Share Traffic Fees under the Fair Share Traffic Contribution Ordinance, to miflgate traffic impacts under the Traffic Phasing Ordinance, and to any actions Landowner takes to improve access to private property in Newport Center. Faif Shar-e Traffie Fees under the Fair Share Traffie GE)fAributien Ordii1aflee and te afly ae fie s r....,a,.,.%er t.. Wes to improve aeeess to private ert., in pre,,,..eA Ce:..e. 4.5 Dedication of Public Rights of Way. Landowner shall dedicateprovide an offer of dedication to City afor the additional public rightri h 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. at such time as City provides a-sgeei€ie de_igf ` r the n °= °le al descriptions'for the public rights of wa y. which descriptions shall be consistent with the design of the circulation improvements for th}ssaid public right of way. Landowner shall convey the public right of way to City (through the recordation of a grant deedan 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. Landowner shall have the right, to the extent necessary and subject to obtaining an encroachment agreement from City, to install, maintain, repair, and replace a Newport Center entry sign at a location mutually acceptable to City and Landowner. Landowner's Dffer of dedication to i of the public right�lght� of way described in this Section 4.5 is in addition to Landowner's obligation to pay Fair Share Traffic Fees under the Fair Share Traffic Contribution Ordinance, to mitigate traffic xis,. l.5 310 i1 ,1 � .� ..- . 32 impacts under the Traffic Phasing Ordinance's:'-. 414 ..,. eft Beaeh *, unieipal Gede ehapter 15.4 0 ineloding A ....,,ndii, A to ehaptff , a 10) and to any actions Landowner takes to improve access to private property in Newport Center. 4.6 Conditional Open Space Dedication. If City determines it will construct a City Hall at the current Orange County Transportation Authority site in Newport Center 13Ieek 500 or on the property located on the east side of Avocado Avenue, north of the Central Library, Landowner shall ;Mhi n t"'-'" (30) days ai4e. Gity .,bras r andew fie_ that rte: h as FA Fide that , edicate 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 City notifies Landowner that this Agreement. Landowner shall convey the Open Space Parcel f r 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. In addition, upon the conveyance, there shall not be any violation of any law, rule, or regulation affecting the Open Space Parcel or its use, including any environmental law or regulation, and Landowner shall be responsible for causing said condition to be satisfied. 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 above. If the Open Space Parcel is dedicated to City, Landowner shall have the right, to the extent necessary and subject to obtaining an encroachment agreement from City, to install, maintain, repair, and replace a Newport Center entry sign at a location mutually acceptable to City and Landowner. 4.7 Maintenance of CIOSA Pre -Paid Transportation Fund. The' Cancellation referrer to in Section 6.14 of this Agreement terminates the Parties' remaining rights and obligations under the CIOSA, including any obligation of City to repay Landowner for funds that Landowner provided pursuant to the CIOSA. In connection therewith, Landowner agrees that City may retain any balance of pre -paid transportation funds City may be holding as a result of unused CIOSA mitigation. in the eveFA any payments e the loan afe due between the _Pffieetive Pate and the Opefative Date, sueh payments shall City may use any such remaining balance of prepaid transportation funds for transportation improvements in accordance with the Protocol Agreement for the Circulation Improvement and Open Space Agreement dated December II, 1995, and the Protocol Agreement Memorandum dated December 11, 2001. hr r :' L 4.•, F ; . y+ 7' v: �}'S. '�„'�. �.''% 1'xif`iNi3k��.`z` 1 S8l344a48 -46 4.8 City's Option to Purchase New City Hall Site; Parking Structure. 4.8.1 Option to Purchase Option Site. No later than ten (10) days after the Effective Date, Landowner and City shall enter into the Option Agreement, which provides for Landowner to grant to City an option to acquire the Option Site for the sum of One Hundred Forty -.Five Dollars ($145.00) per square foot of net land area for the purpose of constructing a new City Hall building thereon. The Option Site is not yet subdivided. For purposes of this Agreement, until such time as the exact boundaries of the Option Site are established, the term "Option Site" shall be deemed to mean that certain real property consisting of approximately 46,175 square feet legally deseribedAgaLeted in Exhibit E ( "Legal Parcel "), plus any contiguous property adjacent to the Legal Parcel. City shall have the right to establish the boundaries of the Option Site within the land area described in the preceding sentence provided that the Option Site shall not exceed 54,000 square feet of net land area as further explained in the Option Agreement. Once the boundaries of the Option Site are established by City, the term "Option Site" shall be deemed to refer to the land located with the boundaries of the established Option Site. The term of the option to be granted by Landowner to City under the Option Agreement (the "Option Period ") will commence on the date of th Option AgreementEffective Date and will expire on the earliest of the following dates: (i) the date that is fertrf r jei (4M yeatsnug jft after the Operative c ' e Date; (ii) upon City's termination of the Option Agreement by delivery of written notice of termination to Landowner, which notice City shall have the right to deliver at any time during the Option Period prior to City's exercise of the Option; or `ii the date City's electorate approves and City implements an initiative restricting the location of a new City Hall brzMP&to a site outside of Newport Center Block 500, with such initiative to be deemed implemented upon the- issuance of a certificate of occupancy for a -City Hall building at that site; or (i,.� if this Agreement does not beeame operative in aeeardanee wttli tAe seeend te last paragraph of: Seetion 11, then an the date of to that sue. As more fully explained in the Option Agreement, City's right to exercise the option is subject to the OperativaEffective Date occurring and to City awarding a contract for the construction of anew City Hall on the Option Site. If City exercises the option; during the Option Period and acquires the Option Site, this Agreement shall terminate as to the Option Site and shall be removed as an encumbrance upon title to the Option Site upon City's acquisition thereof. G43, agrees th°""° required par4dng ratio . A.. y.::.: 4;8.2 Parking Structure Provisions. If a new City Hall Wilding is developed on the Option Site, the parking for the City Hall shall be located on the Parking Structure Site, and Landowner and City shall perform and implement the provisions set forth in this Section 4.8.2 (collectively, the "Parking Structure Provisions "): (i) Landowner shall construct and operate a new multilevel parking structure on the Parking Structure Site ( "Parking Structure "). hKy . x i�!.�.. �'K' =`_, ��+ts4�,'.��."�?•; �f tiv u' 'ti.g - S9457476846 (ii) Ihe obligations of Landowner and City with respect to theoperation, maintenance, repair, and replacement of the Parking Structure and other owned by Landowner in Block 500 and the Option Site f "Parking Structure Easement Agreement" ). (iii) As part of the Parking Structure Easement Agreement. Landowner shall grant to City an exelusive „asement, in reeerdable fefff , for exclusive use of 300 to 375 parking spaces for City Hall paAdftg=or=theMiLsthat=ma y be established on the Option Site, without charge (except as otherwise provided herein), with the exact number of City parking spaces to be determined by City in its sole discretion but not to exceed 375 spaces, and provided that a minimum of 4.17 parking spaces per 1,,000 square feet of building imprevemeR «s! Floor Area” (as hereinafter defined) on the Option Site shall be provided. The easement of the operations and maintenance costs and cost of a capital replacement reserve or the Parking Structure as set forth in clauses (viii) and (ix) below. Landowner shall designate the location of the required spaces within an area located within the first three floors of the Parking Structure includeng the gTr�ound level) at locations within the Parking Structure nearest to th..City Hall. T4--City's parking . spaces shall be segregated from the rest of the parking though specific markings, signs, and/or barriers. City shall have the right to establish rules and regulations governing the use of its designated spaces. or purposes of this Agreement, the term "Floor Area" shall mean "Net Floor Area" a (iri)'vl As part of the Par jn tructure Ea ement A reement. Landowner shall grant to City appropriate non- exclusive easements in the Parking Structure and on, over, and across the Parking Structure Site between the Parking Structure and the adjacent public streets and rights of way to enable City to access its parking spaces. Such easements shall provide for City or its T" r.: r�Wtv. I Mot SIAP4968 -16 v) For cost reference purposes, the design of the Parking Structure shall be materials used. (wv) No later than ninety (90) days after City occupies the City Hall building n the Option Site, City shall pay a pro rata share of theLandowuer's actual and reasonable out -of- pocket costs incurred to design and construct the Parking Structure, including costs of required utility relocation and costs for offsite improvements necessary to provide access to the Parking Structure, but not including any charge forte the value of the land comprising the Parking Structure Site�r bl the cost of relocating or replacing the parking spaces independent third party contractors and consultants in which Landowner as no direct or indirect ownership interest: or tel any other' charge or City's pro rata share shall be based on the ratio that the number of City _ designated parking spaces bears to the total number of parking spaces in the Parking Structure. City shall. have the right to review and approve the costs incurred by Landowner for which4he Landowner seeks reimbursement for City's pro rata share. It is understood and agreed that City shall have no obligation to pay for any of the costs to construct, maintain; operate,, or repair the Parking Structure if City does not acquire the Option Site. , the design of the P -Axing Struetufe shall he substantially similaf to the paf:k -i . stmetu fe .. nstfueted in 2007 an the nerth side of Fashion island ("Fash:en Wan 2007 Parking Stmet,.re") ineluding the le..ei of landse..ing e eleyater -s r quality a materials used design f ete. City's obligation to pay its pro rata share shall be included as an obligation in the Parking Structure Easement Agreement. (vii) Regardless of Landowner's timing for any development in the vicinity of the Property, Landowner shall commence and complete construction of the Parking Structure such that it is operational by the time construction of a new City Hall bui at the Option Site is completed and ready for occupancy, and the Parties shall cooperate in keeping one another informed of their plans and construction schedules as needed to enable Landowner to satisfy such obligation. (viii) Landowner shall maintain and operate the Parking Structure -ard. Pursuant to the Parking Structure Easement Agreement. City shall pay a pro rata share of theLandowner's actual and reasonable maintenance and operation costs based on the ratio that the number of City _designated parking spaces bears to the total number of parking spaces in the Parking Structure. [Eligible east° to be inserted} Reasonable maintenance and operation costs shall include the 16 annual properly taxes paid for the Parking Structure Site (extent to the extent that City has obtained an exemption for such property taxes due to its status as a government entity), the costs to maintain the landscaping withi narking attendants (to the extent that the cost of such attendants are not paid by net parking revenues), and excluding costs of administration, accounting, overhead, or other charges for Landowner's staff, (ix) Landowner shall establish a capital replacement reserve account for the =repair and replacement of the Parking Structure. The amount of the capital replacement reserve shall be mutually determined by the Parties and shall be consistent with the capital replacement reserve maintained for the Fashion Island 2007 Parking Structure. The funds in the capital replacement reserve shall be placed in a separate account of Landowner and shall not be commingled with any other funds. City's contribution to the capital replacement reserve shall be based on the ratio that the number of City _designated parking spaces bears to the total number of parking spaces in the Parking Structure. Landowner shall fund or cause to be funded the balance of the capital replacement reserve.()o The obli ..atiens of Landowner- and Gity with _espeet to the e p vyeiy ey va w., r a .. _ : Bleek rnn and the Option cite Funds in g capital replacement reserve, including all interest earned thereon, shall be used solely and exclusively for the repair and replacement of the Parking Structure or as may otherwise be mutually agreed to by the Parties in balance in the fund, upon City's reasonable request (#ix Landowner shall, at its sole cost and expense, satisfy any parking obligations it may have to other property owners or parties that may be affected by the development of the Parking Structure on the Parking Structure Site, without creating a burden on City or City's rights to exclusive use of the City _designated parking spaces within the Parking Structure and without any cost to City. (xiixi ) The foregoing rights and obligations shall terminate upon the expiration or termination of City's option under the Option Agreement if City does not exercise the option. Although the rights and obligations of the Parties under the Parking Structure Provisions are intended to be final and binding, from and after the Effective Date, the Parties shall exercise diligent efforts to enter into agreements to implement, and set forth in greater detail, these Parking Structure Provisions. The fi9FegeingA=ny=m=h= implementation agreements likewise shall terminate in the event City does not exercise ,+v' `�'�,.c- '''.J_ 17 T- P574769.16 - the option during the Option Period or the Option Agreement otherwise terminates prior to City's exercise of the option. The City Manager, with approval of the City 4.8.3 Design Requirements and Consultation for Parking Structure and City Hall. City shall retain the ultimate authority to design the City Hall. but shall provide Landowner with the opportunity to review and comment upon the proposed comment upon the design of the Parking Structure. In addition, City, acting in its regulatory capacity as the agency with authority to review proposed building plans. all have the same rights to review and approve or disapprove the plans for the Parking Structure as it would for any other parking structure proposed within City. City and Landowner acknowledge that it is mutually beneficial for the Parking Structure and the City Hall to be compatible in design and functionality. The. Parties recognize that the City Hall is a unique civic building that should h 4.8.4. Landowner's Indemnification Regarding Title. Landowner her r (ii) assert rights in or to the Parking Structure Site or the Option Site that preclude use by City of the Option Site or the easement rights granted to City in the Parking Structure Site. Landowner further agrees to reimburse City forthe costs of any condemnation action where required for the City to acquire any property interest held by a third party that conflicts with City's ability to acquire and use the property interests granted by Landowner to City under this Agreement 4.9 Retrofit Sprinkler Systems. No later than 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 shallm ust monitor and adjust itself not less than daily, using either evapotranspiration rates for the Corona del Mar microclimate or soil 1111 n'a W,._ µ`E0.. ' 205111 1 Q SD13:47$B- 6 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 shall self fnaniter r >r-,.ken lines or spFin1der heads se that h system shuts do in the evefit of ., bF ak ;(3) The eeRtrel system shaOmus adjust to wind-and-rain conditions to limit or eliminate watering during «�a=iffies -er -rain events;-and (4) The eei4fal system shall separate iffigatieft valves for hydrazenes. � «.. nl re, feat4 (3 The sprinkler heads t shallmus 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 the Jardiniere system; and ( . SupepAsie ) The performance of the sprinkler systems shall daily, and-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. (2) : he it shall be tested ffientWy to detefmine 4 it is adequate i's. set,,.ete.7 The specifications listed above will enhance water quality by reducing surface runoff into storm drains in Newport Center. 4.10 Cooperation of Landowner if Citv Hall Constructed on Property North of Library: 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. 5. Fees. 5.1 Fees Applicable to Property. During the Term of this Agreement, the aff-erdab!e housing fee sable a «,.t the n..e«ei4y shell be as set c Ah :« the num °nd-the Development Fees assessable against the Property shall be Park Fees, the Public Benefit Fee, and the Fair Share Traffic Fees, and City shall not levy or require any additional affordable heiising fees er Development Fees for the development of the Property. 894474768 -16 Notwithstanding the foregoing if and to the extent that the Development Regulations applicable to the Property are amended after the Effective Date of this Agreement and Landowner is authorized under the modified Development allowed as of the Effective Date City shall retain the right to assess sueh Development Fees as it fnay I I I I I I . . .. . I . Cily may adopt, te aft), development of the Prepei4y beyeiid the development of the PrepeFty authorized in the Develepmen Plan and eRntemplated rcpuire Landowner tb pay all City fees for such additional of this Agreement. As used herein, the term "Development Fees" shall mean the monetary exactions charged by City in connection with a development project for the purpose of defraying all or ,a portion of the cost of public facilities related to development of the project. The Parties acknowledge that the following fees, taxes, and charges do not constitute Development Fees and that nothing in this Agreement is intended or shall be construed to release Landowner from the obligation to pay such fees, taxes, and charges, including increases, if and when they become due: (1) City's normal fees for processing; environmental assessment and review, tentative tract and parcel map review, plan checking, site review and approval, administrative review, building permit, grading permit, inspection, and similar fees imposed to recover City's costs associated with processing, reviewing, and inspecting project applications, plans, and specifications; and (2) fees and charges_ levied by any other public agency, utility, district, or joint powers authority, regardless of whether City collects those fees and charges; and (3) community facility district special taxes or special district assessments or similar assessments, business license fees, bonds or other security required for public improvements, transient occupancy taxes, sales taxes, property taxes, sewer lateral connection fees, water service connection fees, new water meter fees, and the Property Development Tax payable under Section 3.12 of City's Municipal Code. This Agreement does not authorize Landowner to transfer any fees paid e to any other property outside the Property that is the subject of this AgreementI=RqLdM Term of this Agreement has ended, Landowner shall not receive any credit for future planned development of the Property based on the fees paid pursuant to this Agreement. 5:2 Permitted Increases in Development Fees Applicable to Property. During the Term of this Agreement, City shall not increase the amount of the Public Benefit Fee, nor shall City increase the amount of the Park Fees or the Fair Share Traffic Fees (the three Development Fees applicable to the Property after the 8perativeEffective Date) except as set forth in Sections 4.1 and 4:3f this Agreement This Agreement 20 c9-Q9-574769 1 << that are payable by Landowner, including without limitation the Property Development Tax referred to in subparagraph (31 of Section 5.1 of this A reement. 6. Development of Property. 6.1 Applicable Regulations. Other than as expressly set forth in this Agreement, during the Term of this Agreement, the terms and conditions of development applicable to the Property, including but not limited to the permitted uses, the density and intensity of use, and the maximum height, size, and location of proposed buildings; shall be those set forth in the Development Regulations and this Agreement. The permitted uses, density and intensity of development, and the maximum height, location, and size of proposed buildings permitted under the Development Regulations conform with the development studied and contemplated by the Final Environmental Impact Report for the City of Newport Beach General Plan 2006 Update (State Clearinghouse No. 200601 1 1 19) and the North Newport Center Addendum to EIR for General Plan 2006 Update (State Clearinghouse No. 2006011119). During the Term of this Agreement; the Development Fees applicable to the Property, and increases in said fees, shall be as set forth in Sections 4.1, 4.2, 4.3, and 5.2. T-he5.2 of this Agreement. Any affordable housing requirements applicable to the Property shall be as set forth in the AHIP.. 21 During the Term of this Agreement, City shall not prevent development of the Property that is in compliance with the Development Regulations, or require the Landowner to modify or redesign any building which complies with the Development Regulations; regardless of whether City exercises the option to acquire the Option Site. Landowner may apply to City for permits or approvals necessary to modify or amend the development specified in the Development Regulations, provided that the request does not propose an increase in the maximum density, intensity, height, or size of proposed structures, or a change in use that generates more peak hour traffic or more daily traffic and, in addition, Landowner may apply to City for approval of minor amendments to existing tentative tract maps, tentative parcel maps, or associated conditions of approval, consistent with City of Newport Beach Municipal Code section 19,12.090. This Agreement does not constitute a promise or commitment by City to approve any such permit or approval, or to approve, the same with or without any particular requirements or conditions, and City's discretion with respect; to such matters shall be the same as it would be in the absence of this Agreement. City acknowledges that the Development Regulations provide a process for the transfer of development rights among parcels within the Property, consistent with City's General Plan Policy LU 6,14.3, and that if Landowner eliminates any of the existing uses on the Property which are set forth in Exhibit FiH and the associated development rights, Landowner shall retain the right to rebuild the use and development rights elsewhere on the Property or transfer the development rights among parcels within the Property, subject to and consistent with the Development Regulations and said policy. Notwithstanding any other provision in this Agreement to the contrary, if at any time during the Term of this Agreement, Landowner transfers a development right from a building or buildings anywhere within the Property to any other building within the Property, the building(s) from which the development right is transferred must be demolished and cleared or transformed into an authorized non - habitable use that does not count as development intensity under the General Plan before Landowner can obtain final building permit approval or -a certificate of occupancy for the new building(s). Nothing set forth herein is intended to prohibit or restrict the transfer of development rights elsewhere in Newport Center, consistent with and subject to City's normal rules and regulations. 6.2 Landowner's Vested Rights. During the Term of this Agreement, except to the extent City reserves its discretion as expressly set forth in this Agreement or in the applicable Development Regulations, Landowner shall have the vested right to exercise its discretion within the limits and constraints of the Development Regulations in designing any buildings, structures, streets, sidewalks, buildings, and development within the Property. City shall not exercise or require any design review approval for Landowner's use of the Property unless expressly set forth in the Development Regulations. r aad Amer ..,:,,..ovule, ges that two De-yel,..... ent Regulations previde f .., authority. In connection therewith, .Landowner acknowledges that nothing in this Agreement is intended to override any review and approval requirements contained in the Development Regulations or to preclude City from the exercise of any discretionary e } a. T.� —�ZZZw isk i, '"' ^5 '._,f�-U:r- I .. 'YM1 4 l.V 22 5i74;!<o 16 authority it has under the Development Regulations, provided that pursuant to the and for the uses and to the den ity or intensity of development" set forth in this Agreement. In addition to the foregoing, Landowner acknowledges and agrees that nothing herein is intended to vest Landowner with any environmental approvals that may be required in connection with the future development of the Property, and that Landowner must :submit -a td, process, and obtain the approval of all documentation and information required to comply with the California Environmental Quality Act (California Public Resources Code § 21000 et seq.) with regard to any development of the Property. The Parties acknowledge that the environmental approvals for the improvements described in Section 6.3 of this Agreement are being processed concurrently with this Agreement. 6.3 Description of Certain Project Components. 13uartgWithout limiting the generality of the vested rights described in Section 6.2 of this AgreeMtMt,—during the Term of this Agreement, subject to any approvals, required under the Development Regulations, LandoAmer shall h he Parties acknowledge that the ve ted right escribed in Section 6.2 of this Agreement provide that Landowner has a vested right to develop the following improvements on the Property (1) 75,000 square feet in Fashion Island. This square footage will be available for uses, including hotel and retail, that are consistent with the Development Regulations. (2) 430 residential units in Newport Center Block 500, Newport Center Block 600, or San Joaquin Plaza; provided, however, that to the extent Landowner desires to develop any of said residential units in Newport Center Block 500 or San Joaquin Plaza, it shall be required to comply with the Traffic Phasing Ordinance_ relative to potential impacts associated with such chap a in location. (3) The transfer to Newport Center Block 500 of development rights for development of approximately 277,161 square feet currently assigned to Newport Center Block 600 and designated for office, hotel, and supporting retail uses, of which up to 72,000 square feet may be utilized by City for the City Hall building to be situated on the Option Site if City exercises the Option. Upon transfer to Newport Center. Block 500, the development rights will be designated only for uses permitted under the Development.Regulations and, to the extent City exercises the option to acquire the Option Site, for a City Hall on the Option Site. The foregoing development and/or transfer of development rights will occur in new or modified buildings that comply with the Development Regulations. Consistent with the City of Newport Beach General Plan Policy LU 6.14.3, the transfer of the foregoing development rights is consistent with the General Plan and will not result in any adverse traffic impacts. f( `'Ps' — �J— �v"'fy,�.�„ 23 se�a�s -w 6.4 Police Power, In all respects not provided for in this Agreement, City shall retain full rights to exercise its police power to regulate the development of the Property. Any uses or developments requiring a use permit, tentative tract map, or other discretionary permit or approval in accordance with the Development Regulations shall require a permit or approval pursuant to this Agreement, and, notwithstanding any other provision set forth herein, this Agreement is not intended to vest Landowner's right to the issuance of such permit or approval nor to restrict City's exercise of discretion with respect conditions, terms restrictions and requirements for subsequent discretionary actions shall not prevent development of the land for the uses and to the density�C intensity of development" set forth in this Agreement. Not by way of limitation of the foregoing, it is specifically understood that City reserves the right to amend, pursuant to procedures provided by law and this Agreement, City laws, rules, regulations, and policies applicable to the Property as to which Landowner's rights are not expressly vested and such amendment or amendments shall be binding on the Property except to the extent that the same conflict with the express provisions of this Agreement high provide, inter alia, that no amendment to the Development Regulations shall be applicable if not agreed to by Landowner in writing or authorized by Sections 8 and 9 of this Agreement. 6.5 Time -Share Developments. If Landowner desires to establish time - share developments within the Property in the future, Landowner shall be required to comply with the City of Newport Beach Time -Share Developments Ordinance (City of Newport Beach Municipal Code chapter 20.84), including the requirement for a separate development agreement under the City of Newport Beach Municipal Code section 20.84.050. City retains its full discretion with respect to such matters, including without limitation, the imposition of an in -lieu of transient occupancy tax fee in accordance with °°^'i�� '� -54-9 it oftheNewportBeach Municipal Code; section 20.84.050, and nothing herein constitutes a promise or commitment by City to approve such use or enter into any such development agreement. 6:6 Available Use in Newport Center Block 500 for City Hall: If a new City Hall building is developed on the Option Site, the development intensity for the Property available to Landowner will not be reduced by more than 72;000 square feet, regardless of whether the size of the City Hall building xceeds 72,000 square feet. As of the date of this Agreement, City intends that any new City Hall building constructed on the Option Site will contain approximately 72;000 square feet of building area; provided; however, that nothing in this Agreement shall be deemed to prohibit City from constructing a smaller City Hall building or from constructing a larger building sewj long as such building maintains the minimum parking ratio provided for in Section 4 -R:4 —Qf this Agreement. If City acquires the Option Site, City shall be responsible for conducting a traffic analysis and providing traffic mitigation if required to comply with the Traffic Phasing Ordinance with respect to the construction of a City Hall building on the Option Site. City acknowledges and agfeedagrgg§ that Landowner shall not be responsible for the payment of any fees for any development by City on the Option Site. 3!'1 ,F; tS - vggz�.,'.-s .�-'# 24 6.7 Available Use in Newport Center Block 500 if City Does Not Develop a City Hall on the Option Site. If City does not exercise the option to acquire the Option Site during the Option Period, then the 72,000 square feet of development intensity available to Landowner that otherwise would have been utilized on the Option Site shall remain part of the development intensity designated for office use in Newport Center Block 500, to which Landowner has an exclusive vested right in accordance with this Agreement. In addition, if City acquires the Option Site and the City Hall building developed on the Option Site is less than 72,000 square feet, then the unused square footage remains part of the development intensity designated for office use in Newport Center Block 500 and to which Landowner has an exclusive vested right in accordance with this Agreement. If City does not exercise the option to acquire the Option Site during the Option Period, or less than 1t.000 square reet, then Landowner shall be responsible Tor conducting a traffic analysis and providing traffic mitigation as may e required in comolia with the Traffic Phasing Ordinance and paying applicable Fair Share Traffic Fees with regard to the 72,000 ue-e feet of development into : «. square footage not used for the City y.. v 1�1 and referred to herein. 6.8 Effect of Agreement on Applications for Land Use Approvals. In connection with any approval that City is required, permitted, or has the right to give relating to the Project, or otherwise under its ordinances, resolutions, and codes; including without limitation the approval of a tentative tract map under the Subdivision Map Act (California Government Code sections 66410- 66499.58), City shall not impose any condition or restriction that prevents Landowner from developing and subdividing the Property with the uses, density, intensity, maximum height, and size of proposed structures permitted by the Development Regulations. Subject to review for completeness, City shall accept for processing and shall timely review and act on all applications for further land use entitlement approvals with respect to the Project called for or required under this Agreement. Unless expressly required by the Subdivision Map Act, the Development Regulations, or overriding federal or state law, City in considering any proposed tentative tract map shall not require any decrease or increase in density, intensity, size, relocation, or setback of a proposed development or require any modification of the design of any buildings, condominiums, parcels, units, or other uses located in the proposed subdivision. 6.9 Mello -Roos Community Facilities District. Pursuant to the Mello -Roos Community Facilities Act of 1982 (California Government Code sections 53311- 53368.3), Landowner may petition the City Council to establish one or more community facilities districts including some or all of the Property for the purpose of financing Landowner's obligations under this Agreement. City shall have the sole discretion to determine whether to establish a community facilities district, the improvements to be financed, and the method of financing these improvements. 6.10 No Conflicting Enactments, Except to the extent City reserves its discretion as expressly set forth in this Agreement,, during the Term of this Agreement City shall not apply to the Project any ordinance, policy, rule, regulation, or other measure relating to development of the Project that is enacted or becomes effective after the Effective Date to t".yN .''-"' the extent it conflicts with this Agreement. This Section 6_10 shall not restrict City's ability to enact an ordinance, policy, rule; regulation, or other measure applicable to the Project pursuant to California Government Code section 65866 consistent with the procedures specified in Section &8 of this Agreement. In Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465, the California Supreme Court held that a construction company was not exempt from a city's growth control ordinance even though Gity1hLc& and construction company had entered into a consent judgment (tantamount to a contract under California law) establishing the company's vested rights to develop its property consistent with the zoning. The California Supreme Court reached this result because the consent judgment failed to address the timing of development. The Parties intend to avoid the result of the Pardee case by acknowledging and providing in this Agreement that Landowner shall have the vested right to develop the Property at the rate, timing, and sequencing that Landowner deems appropriate within the exercise of Landowner's sole subjective business judgment provided that such development occurs in accordance with this Agreement and the Development Regulations, notwithstanding adoption by City's electorate of an initiative to the contrary after the Effective Date. No City moratorium or other similar limitation relating to the rate, timing, or sequencing of the development or construction of all or any part of the Project and whether enacted by initiative or another method, affecting subdivision maps, building permits, occupancy certificates, or other entitlement to use, shall apply to the Project to the extent such moratorium or other similar limitation restricts Landowner's vested rights in this Agreement or otherwise conflicts with the express provisions of this Agreement. 6.11 Benefits to Landowner. Landowner has expended and will continue to expend substantial amounts of time and money on the planning of the Project and construction of infrastructure for and in conjunction with the Project. Landowner represents and City acknowledges that Landowner would not make these expenditures without this Agreement, and that Landowner makes these expenditures in reliance upon this Agreement. A benefit to Landowner under this Agreement is the assurance that Landowner will preserve the right to develop the Property in accordance with the terms of this Agreement. City acknowledges that Landowner will be investing money and planning efforts in the Project in reliance on City's covenants and representations in this Agreement. City agrees that Landowner may reasonably and justifiably rely on City's covenants and representations in this Agreement and on the enforceability of this Agreement. 6.12 Tentative Subdivision Mans. City agrees that Landowner may file and process new and existing vesting tentative maps for the Property consistent with California Government Code sections 66498.1- 66498.9 and City of Newport Beach Municipal Code chapter 19.20. Pursuant to the applicable provision of the California. Subdivision Map Act (California Government Code section 66452.6(x)), any tentative subdivision map approved for the Property, whether designated a "vesting tentative map" or otherwise, shall be extended for the Term of this Agreement. 6.13 Compliance with California Government Code Section 65897.5(c) on Water Suoplv. Pursuant to California Government Code section 65897.5(c), the tentative map 26 SIA5747684 6 prepared for any subdivision of the Property shall comply with the provisions of California Government Code section 66473.7 relating to the availability of water supply, as enacted as of the Effective Date. 6.14 Cancellation of the CIOSA and the Bonita Canyon Development Agreement. Pursuant to the ordinance adopted by the City Council approving this Agreement, the CIOSA and the Bonita Canyon Development Agreement shall automatically terminate on the BperativeEffective Date ( "Cancellation "). Within ten (10) days after the 9per-ative ffE ective Date, the Parties shall cooperate in executing and recording against the properties owned by Landowner that are encumbered by the CIOSA and the Bonita Canyon Development Agreement a written instrument memorializing the termination of said agreements in such form as to permit the agreements to be removed as encumbrances upon title. The Cancellation shall not affect the rights and obligations of any third parties under the CIOSA or the Bonita Canyon Development Agreement. 6.15 No Payments Due from Citv. The Parties acknowledge that City is not required to make any reimbursement payments to Landowner and that no funding is otherwise due from City to Landowner for improvements made by or at the direction of Landowner to Back Bay View Park, located at Jamboree Road and Pacific Coast Highway. Compliance with Traffic Phasing Ordinance. 7..1 Scope of Traffic Study. The traffic study prepared in conjunction with this Agreement covers all development authorized by this Agreement (including new development and replacement development for existing buildings that may be demolished), with the exception of _(i) construction of a City Hall Wilding in Newport Center Block 500 if and to the extent that City is required to comply with the Traffic Phasing Ordinance if City exercises the option to acquire the Option Site and eefistfu tconstructs the City Hall buildin g thereon,} (ii) construction of any residential units in Newport Center Block 500 or San Joaquin Plaza—,andi (iii) the development by Landowner of 72,000 square feet of office space within Newport Center Block 500 (if City does not acquire the Option Site and the development rights to said site revert to Landowner, as provided herein 3; and (iv) the development by Landowner of any part 7.2 Sufficiency of Traffic Study. City acknowledges that the traffic study for the Property prepared prior to the Effective Date satisfies the provisions of the Traffic Phasing Ordinance. Specifically,, City acknowledges that the traffic study establishes that the project considered in the traffic study meets the requirements for a Comprehensive Phased Land Use Development and Circulation System Improvement Plan with all phases not anticipated to be complete within 60 months of project approval and subject to a development agreement that requires circulation improvements, as defined in City of Newport Beach Municipal Code section 15.40.030(B)(2). With the exception of the traffic studies referred to in Section 7-.4-,7.1 of this Agreement City shall not require any Il\5;[4:768 1 L additional traffic studies in conjunction with any application for approvals or permits necessary to construct development authorized by this Agreement as long as the application is consistent with the provisions of this Agreement and the relevant Development Regulations. 7.3 Circulation Improvements No later than the earlier of (i) the date 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 (ii) thatthe date that is sixty (60) months after the OperativeEffective Date, Landowner shall, in compliance with all City requirements, complete construction of a third eastbound left turn lane at the intersection of MacArthur Boulevard and San Joaquin Hills Road to mitigate traffic impacts pursuant to the Traffic Phasing Ordinance. Reservations of Authority. Notwithstanding any provisions set forth in this Agreement to the contrary, the laws, rules, regulations, and official policies set forth in this Section 8 shall apply to and govern the development of the Property. 8.1 Procedural Regulations. Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of procedure shall apply to the Property, provided that they are adopted and applied City -wide or to all other properties similarly situated in City. 8.2 Consistent Future City Regulations. City ordinances; resolutions; regulations, and official policies governing development and building which do not conflict with the Development Regulations, or with respect to such regulations that do conflict, where Landowner has consented in writing to the regulations, shall apply to the Property. 8.3 Overriding Federal and State Laws and Regulations. Federal and state laws and regulations that override Landowner's vested rights set forth in this Agreement shall apply to the Property, together with any City ordinances, resolutions, regulations, and official policies that are necessary to enable City to comply_ with the overriding federal and state laws and regulations, provided that: (1) Landowner does not waive its right to challenge or contest the validity of any such federal, state, or local laws, regulations, or official policies; and (2) Upon the discovery of a federal or state law or regulation (or City ordinance, resolution, regulation, or official policy undertaken pursuant to those laws and regulations), that prevents or precludes compliance with any provision of this Agreement, City or Landowner shall provide the other Party with written notice of the state or federal law or regulation, provide a copy of the law or regulation, and a written statement of conflict(s) with the provisions of this Agreement.. Promptly thereafter City and Landowner shall meet and confer in good faith in a reasonable attempt to determine whether a modification or suspension of this Agreement, in whole or in part, is necessary to comply with such federal or state vc� . s+r i �un L a J.f.r z.+, r -N., 4v" i �+r!g.' f�. ±t"dr ;''§�i"` SB1374768: -16 law or regulation.. In such negotiations, City and Landowner agree to preserve the terms of this Agreement and the rights of Landowner as derived from this Agreement to the maximum feasible extent while resolving the conflict. City agrees to cooperate with Landowner at no cost to City in resolving the conflict in a manner which minimizes any financial impact of the conflict upon Landowner. City also agrees to process in a prompt manner Landowner's proposed changes to the Project and any of the Development Regulations as may be necessary to comply with such federal or state law; provided, however, that the approval of such changes by City shall be subject to the discretion of City, consistent with this Agreement. 8.4 Public Health and Safety. Any City ordinance, resolution, rule, regulation, program, or official policy, that is necessary to protect persons on the Property or in the immediate community from conditions dangerous to their health or safety shall apply to the Property, even though the application of the ordinance, resolution, rule regulation, program, or official policy would result in the impairment of Landowner's vested rights under this Agreement. 8.5 Uniform Building Standards. ,Existing and future building and building - related standards set forth in the uniform codes adopted and amended by City from time to time, including building, plumbing, mechanical, electrical, housing, swimming pool, and fire codes, and any modifications and amendments thereof. 8.6 $Public Works Improvements. To the extent Landowner constructs or installs public works or facilities, the City standards in effect for such public works or facilities at the time of City's issuance of a permit, license, or other authorization for construction or installation of same shall apply. 9. Utility Capacity. With respect to utility services provided by an entity other than City, in the event of a reduction of interruption of said service by the utility provider, City shall require no greater reduction in utility service to any parcel of the Property than the general provider of the service requires. Nothing in this Agreement limits City's ability to impose reasonable conditions on any future development or building permits or approvals that require Landowner to install utility lines and appurtenances servicing the Property. City shall not take any action to obstruct development on the Property on the basis of utility capacity, provided that City is not guaranteeing water supply or the Orange County Sanitation District's ability to provide wastewater treatment services for new development planned for the Property. If, as a result of City Action and after Landowner has paid the Initial Park Fee and/or Initial Public Benefit Fee to City, sufficient sewer and water hookups water supplies; and sewage treatment capacity ( "Sewer and Water Service ") is not available to allow building permits and /or certificates of occupancy to be issued for construction or occupancy of the residential units authorized for development under this Agreement, City shall refund to • s aouucaoie, t ne amount or the r I una, snail be equal to the appltcaple per unit tee ($26,046.51 and/or $63,000) for each such residential unit for which such fees have been paid and for which building permit and /or certificates occupancy are pot available. As used ,*° t` �� °Mi �ir i •[�.u.� £. k 1'!.� L 2. S' ,�U .)6y- ^. f ?.�'- '�-'�T'1�. i y i.. Y�" ;^X..yv'-e^m SD474768 IG. herein, the term "City Action" shall mean affirmative action taken by City to reduce the Sewer and Water Service currently available, and shall not include any action or event that is outside City's control, including without limitation, any action taken or regulation adopted by any other governmental agency or City ordinances, resolutions, regulations, and official policies that are necessary to enable City to comply with any overriding federal or state laws and regulations. The refunds referred to in this Section 9-shall be made at the time Landowner is otherwise entitled to issuance of the building permit or certificate of occupancy, whichever is applicable, and City is not able to issue the permit because of the City Action taken. 10. Project as Private Undertaking. The development of the Project is a private undertaking. Neither Party is acting as the agent of the other in any respect, and each Party is an independent contracting entity with respect to the terms, covenants, and conditions contained in this Agreement. This Agreement forms no partnership, joint venture, or other association of any kind. The only relationship between the Parties is that of a government entity regulating the development of private property by the owner of the property. sp IN OWN u . ,M�ro. ,acud &v9�u 13h`�..rEf ..aas��'m".�3 11. Effective Date and Op -.five Date of ^ ffeement; Term. This Agreement shall beeeme eff etiye an the «l 54 14 ., sone. ing the r:ty r,.....eil' . ,.deptien of its e_.ikianee approving this Agreement ar sueh effier da4e that the er-dinanee beeeffies ef&etive by applira law `"Ef eetiye r,,,te") AT..t...:thst..... ing the a _,.aing th. s -This Agreement shall not become eperative%f a tc 'ye and neither Party shall have any rights or obligations hereunder, with the exception of the obligations in Section 4.8 of this Agreement to execute the Option Agreement and . iiegetiate the ..t.. to N le e « the Par -king Straeture i)re ;. until the - b "9pera€rve ffe t' v & _Date," which for purposes of this Agreement shall mean the latest Of the f ..e date... :, the date the A uro >,eeafnes r-at :..e , e,e thirty -first (3151) day following the ..6 approval or adoption of the last Regulation by the City Council; (ii) the date the Developmen Plaft beeemes operative aftef appfaval er adoption by the City Gaunei!5 (iii) the date the Deaip Reg .l,tions beeem` operative after approval or adeption by the City C .l- @ q i a „ such other date that the last Regulation becomes effective in accordance with applicable filed, Design Regulations, the Tfansfer ef Develepfnent Rights Resolution, and the environmental deeuments apprm-ed by City in eepae6tion with all of said agreements and lafid ese appFavals has expir-ed with Fie ehEdlenge having been timeb, filed or, if afiy stieh ehalleiige is tiffiely subjeet of the ehallenge is upheld. The PaAies shall have the Fight te fnake this Agreeffiefit beeenie eper-ative while litigation is pefiding upon mutual agfeefRefA of the PaAk the 1 a a abselute di tion of each of them ift ...L ieh east ♦I ..F.... ,,,.,1 . .. 1... «7.,. Pai4ies shall be the Operative Date. The Parties shall cooperate by executing in recordable form an appropriate memorandum providing notice of the occurrence of the Operative Date as seen as Date of this Agreement. – -- — - SBk3�4- 768: -FG IN MMIN-MININIM-, - SBk3�4- 768: -FG in suah fe� as te peftnit this Agreement to be removed as m efieumbfanee upon title to th Prepefty- The term of this Agreement ( "Term ") shall commence on the OperativeEffective Date and shall continue thereafter until the earlier of the following: (i) the date that is twenty (20) years after the Effective Date; or (ii) the date this Agreement is terminated pursuant to Sections 12 or 3-5 4-15.1 of this Agreement. 12. Amendment or Cancellation of Agreement. Other than modifications of this Agreement under Section R-.-38.3 of this Agreement this Agreement may be amended or canceled in whole or in part only by mutual written and executed consent of the Parties in compliance with California Government Code section 65868 and City of Newport Beach Municipal Code section 15.45.060 or by unilateral termination by City in the event of an uncured default of 8wnerLandowner. 13. Enforcement. Unless amended or canceled as provided in Section 4-2-,I2 of this Agreement. or modified or suspended pursuant to California Government Code section 65869.5, this Agreement is enforceable by either Party despite any change in any applicable general or specific plan, zoning, subdivision, or building regulation or other applicable ordinance or regulation adopted by City (including by City's electorate) that purports to apply to any or all of the Property. 14. Periodic Review of Compliance. The Parties shall review this Agreement at least once every 12 months from the OperativeEffective Date consistent with California Government Code sections 65865 and 65865.1 and City of Newport Beach Municipal Code section 15,45.070. At the reviews, Landowner shall demonstrate its good faith compliance with this Agreement and shall document the current status of its entitlement use and its provision of the public benefits referred to in Section 4 of this Agreement. Landowner also agrees to furnish evidence of good faith compliance as City may require in the reasonable exercise of its discretion and after reasonable notice to Landowner. 15. Events of Default 15.1 Default by Landowner. Pursuant to California Government Code section 65865. 1, if City determines following a noticed public hearing and on the basis of substantial evidence that Landowner has not complied in good faith with Landowner's obligations pursuant to this Agreement, City shall by written notice to Landowner specify the manner in which Landowner has failed to comply and state the steps Landowner must take to bring itself into compliance. If Landowner does not commence all steps reasonably necessary to bring itself into compliance as required and diligently pursue steps to completion within thi 301 days after receipt of the written notice from City specifying the manner in which Landowner has failed to comply, then Landowner shall be deemed to be in default under the terms of this Agreement. City may then: (1) seek a modification of this Agreement, (21terminate this Agreement. or (2� seek any other available remedies as provided in Section 3 -15.3 of this Agreement. ;.:s.es:'?ir xa: sw s.16 15.2 Default by City. If City has not complied with any of its obligations and limitations under this Agreement, Landowner shall by written notice to City specify the manner in which City has failed to comply and state the steps necessary for City to bring itself into compliance. If City does not commence all steps reasonably necessary to bring itself into compliance as required and diligently pursue steps to completion within IhLrty J301 days after receipt of the written notice from Landowner specifying the manner in which City has failed to comply, then City shall be deemed to be in default under the terms of this Agreement, "Landowner may then xercise anv or all of the following em es: (1) seek a modification of this Agreement, -(2) t°" ifiate this ^ g fee iefi cured: and/or (3) seek a specific performance or similar equitable remedy as provided in Section 4-5-.3 5.3 of this Agreement Except as provided below, if City adopts or enforces any moratorium, de facto or de jure, or other similar limitation (whether relating to the rate, timing, or sequencing of the development or construction of all or any part of the Project and whether enacted by initiative or otherwise) affecting the processing or approval of subdivision maps, building permits, occupancy certificates, or other entitlement to use which is applied to the Project, then Landowner may exercise anv or 1 of the following remedies : (ll immediately seek a modification of this Agreement; MUM s enactment of Such moratorium or limitation; and /or (3) seek any other available remedy as provided in Section 445- 3-15.3 of this Agreement. City shall not be in default pursuant to this Section if: (1) It adopts a temporary City-wide moratorium on development due to its inability to supply sufficient water, sewer or other utilities to then- current customers as necessary to maintain minimum levels of health, safety, and sanitation; (2) It is required to enforce a moratorium because of a law, rule, regulation, or plan identified in Section 8.3 of this Agreement; or (3) The enactment of the moratorium or other limitation is the result of a court order. 15.3 Specific Performance and Damages Remedies. Due to the size, nature, and scope of the Project and the potential impracticality or impossibility of restoring the Property to its natural condition once implementation of this Agreement has begun, the Parties acknowledge that, except as provided in this Section 15.3 and in Section 4-54 —& A of this Agreement. money damages and remedies at law generally are inadequate and that specific performance is appropriate for the enforcement of this Agreement. The remedy of specific performance or, in the alternative, a writ of mandate, shall be the sole and exclusive remedy available to either Party in the event of the default or alleged default by the other, with the exception that City shall be entitled to damages against Landowner for Z F 'iSe >5 1 Y v i .Qf ( y'j' 33 Landowner's breach or its obligations under Sections 18 or 19 of this Agreement awdd Landowner shall be entitled to recover the amount of any refund due for City's failure to provide any refund due under Section 9 of this Agreement but shall not be entitled to recover any other damages. The limitations on the remedy of damages in this Agreement shall not prevent City from enforcing Landowner's monetary obligations Hall Option Agreement. 15.4 Limited Recovery of Legal Expenses by Prevailing Party in Any Action. In any judicial proceeding, arbitration, or mediation (collectively, "Action ") between the Parties that seeks to enforce the provisions of this Agreement, the prevailing Party shall recover all of its actual and reasonable costs and expenses, regardless of whether they would be recoverable under California Code of Civil Procedure section 1033.5 or California Civil Code section 1717 in the absence of this Agreement. These costs and expenses include expert witness fees, attorneys' fees, and costs of investigation and preparation before initiation of the Action. The right to recover these costs and expenses shall accrue upon initiation of the Action, regardless of whether the Action is prosecuted to a final judgment or decision. 16. Cooperation. Each Party covenants to take reasonable actions and execute all documents that may be necessary to achieve the purposes and objectives of this Agreement. 17. Force Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused, through no fault of the Party whose performance is prevented or delayed, by floods, earthquakes, other acts of God, fires, wars, riots or similar hostilities, strikes or other labor difficulties, state or federal regulations; or court actions. Except as specified above, nonperformance shall not be excused because of the act or omission of a third person. In no event shall the occurrence of an event of force majeure operate to extend the Term of this Agreement. 18. Indemnity. Landowner agrees to indemnify, defend; and hold harmless City, City's designee, and their respective elected and appointed councils, boards, corrunissions, officers, agents, and employees from all actions, suits, claims, liabilities, losses, damages, penalties, obligations, and expenses (including but not limited to attorneys' fees and costs) that may arise, directly or indirectly, from the acts, omissions, or operations of the—Landowner or Landowner's agents, contractors, subcontractors, agents, or employees pursuant to this Agreement. City shall have the right to select and retain counsel to defend any actions, and Landowner shall pay the reasonable cost for this defense. The indemnity provisions in this Section 18 shall survive termination of this Agreement. 19. Third Party Legal Challenge. If a third party brings a legal action challenging the validity or enforceability of any provision of this Agreement or the Project approvals under the Development Regulations ( "Third Party Legal Challenge "), City shall defend the Third Party Legal Challenge, and Landowner shall be responsible for the reasonable legal expenses incurred by City in connection with the challenge. As long as Landowner is not in default under this Y W4 .x M1N. 34 Agreement, City shall not allow any default orjudgment to be taken against it or compromise the defense of the action without Landowner's prior written approval. Landowner shall also have the right to settle a Third Party Legal Challenge, provided that nothing in this Agreement shall authorize Landowner to settle the Third Party Legal Challenge on terms that would constitute an amendment or modification of this Agreement or the AHIP;; the Development Plan, in lu 'n the Design Regul ,tiefiss,d sign regulations: or the Transfer of Development Rights Resolution unless City approves the amendment or modification consistent with applicable legal requirements. City reserves its full legislative discretion to make this approval. 20. Mortgagee Rights. 20.1 Encumbrances on Property: The Parties agree that this Agreement shall not prevent or limit Landowner in any manner from encumbering the Property, any part of the Property, or any improvements on the Property with any Mortgage securing financing with respect to the construction, development, use, or operation of the Project. 20.2 Mortgagee Protection. This Agreement shall be superior and senior to the lien of any Mortgage. Nevertheless, no breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. Any acquisition or acceptance of title or any right or interest in the Property or part of the Property by a Mortgagee (whether due to foreclosure, trustee's sale, deed in lieu of foreclosure, lease termination, or otherwise) shall be subject to all of the terms and conditions of this Agreement. Any Mortgagee who takes title to the Property or any part of the Property shall be entitled to the benefits arising under this Agreement. 20.3 Mortgagee Not Obligated. Notwithstanding the provisions of this Section3,= a Mortgagee will not have any obligation or duty under the terms of this Agreement to perform the obligations of Landowner or other affirmative covenants of Landowner, or to guarantee this performance except that: (1) The Mortgagee shall have no right to develop the Property under the Development Regulations without fully complying with the terms of this Agreement; and (2) To the extent that any covenant to be performed by Landowner is a condition to the performance of a covenant by City, that performance shall continue to be a condition precedent to City's performance. 20.4 Notice of Default to Mortga eg e_Right of Mortgagee to Cure. Each Mortgagee shall, upon written request to City, be entitled to receive written notice from City of: (1) The results of the periodic review of compliance specified in Section 4- 14 of hj greement. and (2) Any default by Landowner of its obligations set forth in this Agreement. Each Mortgagee shall have a further right, but not an obligation, to cure the default within ten l01 days after receiving notice of monetary defaults and within hir 301 �,.uti`y +a",'x� i �y`r a ;�cx .f� r �t -.{ &r' $+,tty3(n -,�,. �+i�.t�' '� -'e- -�+ .!,i`KUa%:. . 3�..,�". n._ . 0�:>. a, u", y7a '1'`..3?F''."�g+�'",'yyr','P'' 35 ; 94,574768.1 6 days after receiving notice of non- monetary defaults. If Mortgagee can only remedy or cure the default by obtaining possession of the Property, then Mortgagee shall have the right to seek to obtain possession with diligence and continuity through a receiver or otherwise, and to remedy or cure the default within thi 30) days after obtaining possession. Except in case of emergency or to protect the public health or safety, City may not exercise any of its judicial remedies set forth in this Agreement until expiration of the 301 -day period. But in the case of a default that cannot with diligence be remedied or cured within hir 301 days, the Mortgagee shall have additional time as is reasonably necessary to remedy or cure the default, provided Mortgagee promptly commences to cure the default within hir 301 days and diligently prosecutes the cure to completion. Landowner shall not be released from performing its obligations in Sections 3 and 4 of this Agreement in the event of a foreclosure by a Mortgagee. 21. Transfers and Assignments. 21.1 Right to Assign. Subject to the last sentence of this Section 21. 1, Landowner shall have the right to sell, lease, transfer, or assign the Property in whole or in part to any person, partnership, joint venture„ firm, or corporation at any time during the Term of this Agreement without the consent of City, provided that no partial transfer shall violate the Subdivision Map Act (California Government Code sections 66410- 66499.58). Upon the effective date of any such sale, lease, transfer} or assignment of the Property, the transferor /assignor shall notify of the name and address of the transferee. Any assignment of this Agreement must be pursuant to a sale or transfer of the Property. Any sale or transfer of the Property shall include the assignment and assumption of the rights, duties, and obligations arising from this Agreement to the transferee with respect to that part of the Property transferred. Landowner shall no longer be obligated under this Agreement for the part of the Property that was sold or transferred if Landowner is not in default under this Agreement at the time of the sale or transfer. In no event, however, shall Landowner be relieved from its obligations under this Agreement to pay the Public Benefit Fee, Park Fees, and Fair Share Traffic Fees or to fulfill its obligations under Sections 3 and 4 of this Agreement. Notwithstanding the foregoing, from and after the date of this Agreement, Landowner shall not have the right to sell, lease, transfer, or assign (i) the Option Site until the expiration of the Option Period without City having elected to exercise the option to acquire the Option Site, or (ii) the Parking Structure Site until the expiration of the Option Period without City having elected to exercise the option, or if City does exercise the Option, until the construction of the Parking Structure is complete and the Parking Structure is operational. 21.2 Agreement Binding on Successors and Assigns. The burdens of this Agreement are binding upon, and the benefits of this Agreement inure to, all successors in interest of the Parties to this Agreement, and constitute covenants that run with the Property. In order to provide continued notice, the Parties will record this Agreement and any subsequent amendments to it. 22. Estoppel Certificate. At any time, either Party may deliver written notice to the other Party requesting that the Party certify in writing that, to the best of its knowledge: g,:L.'i" a?"'�{''u �8F�74768 -1b (1) diisjUi Agreement is in full force and effect and is binding on the Party; (2) dAsjj Agreement has not been amended or modified either orally or in writing. If this Agreement has been amended, the Party providing the certification shall identify the amendments; and (3) theT-k requesting Party is not in default in the performance of its obligations under this Agreement. If the requesting Party is in default, the other Party must describe the nature and amount of the default. The requesting Party shall execute and return the certificate within sip J60� days following receipt. Any assignee of a Party's rights and obligations hereunder, as referred to in ht_iss Section 22, and any Mortgagee, shall be entitled to rely on the certificate. 23. Further Actions and Instruments. Each Party shall cooperate with and provide reasonable assistance to the other Party to the extent consistent with and necessary to implement this Agreement. Upon the request of a Party at any time, the other Party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record the required instruments and writings and take any actions as may be reasonably necessary to implement this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 24, Notices. Any notice or demand that shall be required or permitted by law or any provision of this Agreement shall be in writing. If the notice or demand will be served upon a Party, it either shall be personally delivered to the Party; deposited in the United States mail, certified, return receipt requested, and postage prepaid; or delivered by a reliable courier service that provides a receipt showing date and time of delivery with courier charges prepaid. The notice or demand shall be addressed as follows: TO CITY: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, California 92663 -3884 Attn: City Manager With a copy to: City Attorney City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, California 92663 -3884 TO LANDOWNER: The Irvine Company LLC 550 Newport Center Drive Newport Beach, California 92660 -0015 Attn: General Counsel With a copy to: Latham & Watkins LLP 600 West Broadway, Suite 1800 San Dieeo, California 92101 - 3375 S 84-574768.16 Aun: Christopher W. Garrett Either Party may change the address stated in this Section 24 by notice to the other Party in the manner provided in this Section-;=21 and notices shall be addressed and submitted to the new address. Notice shall be deemed to be delivered upon the earlier of: (1) the date received or (2) three business days after deposit in the mail as provided above. 25. Rules of Construction and Miscellaneous Terms. 25.1 Rules of Construction. The singular includes the plural; the masculine and neuter include the feminine; "shall" is mandatory; "may" is permissive. 25.2 Time Is of the Essence. Time is of the essence regarding each provision of this Agreement in which time is an element. 25.3 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, and failure by a Party to exercise its rights upon a default by the other Party, shall not constitute a waiver of that Party's right to demand strict compliance by the other Party in the future. 25.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be identical and may be introduced in evidence or used for any other purpose without any other counterpart, but all of which shall together constitute one and the same agreement. 25.5 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter addressed in this Agreement.. 25.6 Severability. HUe Parties intend that each and every obligation of the aWcs is interdependent and interrelated with the other, and if any provision of this Agreement or the application of the provision to any party or circumstances shall be held invalid or unenforceable to any extent, it is the intention of the Parties that the remainder of this Agreement or the application of the provision to persons or circumstances other than these t,.., ,.em it is h sha116e rendered invalid or free to exercise its legislative discretion to amend or repeal the development regulations applicable to the Property and Landowner shall cooperate as repnired. 8D474768 16 25.7 Construction. This Agreement has been drafted after extensive negotiation and revision. Both City and Landowner are sophisticated parties who were represented by independent; counsel throughout the negotiations. City and Landowner each agree and acknowledge that the terms of this Agreement are fair and reasonable, taking into account their respective purposes, terms, and conditions. This Agreement shall therefore be construed as a whole consistent with its fair meaning, and no principle or presumption of contract construction or interpretation shall be used to construe the whole or any part of this Agreement in favor of or against either Party. 25.8 Constructive Notice and Acceptance. Every person who now or later owns or acquires any right, title, or interest in any part of the Projector the Property is and shall be conclusively deemed to have consented and agreed to every provision of this Agreement. This Section 25.8 applies regardless of whether the instrument by which the person acquires the interest references this Agreement. 25.9 No Third Party Beneficiaries. The only parties to this Agreement are City and Landowner. This Agreement does not involve any third party beneficiaries, and it is not intended and shall not be construed to benefit or be enforceable by any other person or entity. 25.10 Applicable Law and Venue. This Agreement shall be construed and enforced consistent with the internal laws of the State of California. Any action at law or in equity arising under this Agreement or brought by any Party for the purpose of enforcing, construing, or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or the United States District Court for the Central District of California. The Parties waive all provisions of law providing for the removal or change of venue to any other court. 25.11 Non - Liability of City Officers and Employees. No official, officer, employee, agent, or representative of City shall be personally liable to Landowner or its successors and assigns for any loss arising out of or connected with this Agreement or the Development Regulations. 25.12 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect construction or interpretation of this Agreement. 25.13 Incorporation of Recitals and Exhibits. Recitals A through S are incorporated into this Agreement by this reference. Exhibits A through GH are attached to this Agreement and incorporated by this reference as follows: EXHIBIT ESCRIPTION DESCRIPTION A Legal Description of Property B Depiction of the Property EXHIBIT DESCRIPTION DESIGNATION Development Status, Transportation Improvements and C Open Space Dedications Under the CIOSA and the Bonita Canyon Development Agree eftts ereement D Affordable Housing Implementation Plan E Location of Option Site and Associated Parking Structure F Option Agreement y I 17'jtY f �. M1 yK l,liS {f :, Y t`y SEr �+p 19 u fi"':. k�.IC 'fir wires "M )'Ti1E4't IV1 5affm i Denrettongof LoerGasawaystit� ,�4-' phi ?f.._ _ �_....{ �5��'i�.. x ...Sw rtx.S.. W ',If1 _� 1>• +�:a'.3T+Aiti'inr YA %b�fEaul.- �r.�..$ca L .N GH Existing Development on Property 26. Authority to Execute. The persons executing this Agreement warrant and represent that they have the authority to execute this Agreement on behalf of the entity for which they are executing this Agreement. They further warrant and represent that they have the authority to bind their respective Party to the performance of its obligations under this Agreement. 27. Recordation. This Agreement and any amendment, modification, or cancellation to it shall be recorded in the Office of the County Recorder of the County of Orange, by City Clerk within the period required by California Government Code section 65868.5 and City of Newport Beach Municipal Code section 15.45.090. [SIGNATURE PAGE FOLLOWS] titu %sj� 4 114 Yis,�.,.: °. A -S9t574768.16 SIGNATURE PAGE TO ZONING IMPLEMENTATION AND PUBLIC BENEFIT SPACE AGREEMENT "LANDOWNER" THE IRVINE COMPANY LLC m "CITY" CITY OF NEWPORT BEACH m Its: Mayor ATTEST: City Clerk APPROVED AS TO FORM: Robin Clauson City Attorney �r�x� � 'v*� 1� itti. - °• �,: f {��. � �k°� N.t�j.�'�+iy � mt"'y.M1 i�'"`?� ric i �.ia h Jn Elw 'items � "vY`tF �a-s, s ".�r""+§.a 41 SU57476s -i� STATE OF CALIFORNIA COUNTY OF ORANGE On before me, the undersigned, a Notary Public in and for said State, personally appeared and , personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signature on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. Notary Public in and for said County and State STATE OF CALIFORNIA COUNTY OF ORANGE On before me, the undersigned, a Notary Public in and for said State, personally appeared and , personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signature on the instrument the persons or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. Notary Public in and for said County and State d:Ilyi,�j 3 fi 11y'1' ,e..up� 7p{ t. a p�.t.a"n. `'�i.a n3;l. .._.. Fg�cs�r�tira EXHIBIT A: LEGAL DESCRIPTION OF PROPERTY Newport Center Block 500: LEGAL DESCRIPTION PARCEL ENO. 44P 092 0:71: THOSE PORTIONS OF BLOCK 93 OF IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGE 88, OF MISCELLANEOUS RECORD MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL A: (APN 442 - 081 -071 BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE NORTHERLY RIGHT -OF -WAY LINE OF SAN NICOLAS DRIVE SHOWN ASH" SOUTH 800 14'38L'—"EAST 91.45L -" ON MAP OF TRACT NO. 6015 FILED IN BOOK 239, PAGES 28 THROUGH 41 OF MISCELLANEOUS MAPS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG THE RIGHT -OF -WAY LINES OF SAID SAN NICOLAS DRIVE, NEWPORT CENTER DRIVE EAST AND SANTA ROSA DRIVE, AS SHOWN ON SAID MAP, THE FOLLOWING COURSES AND DISTANCES -1 NORTH 80° 14'38L.. WEST 91.45 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 25.00 FEET; NORTHWESTERLY 38.16 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 870 26'49L—" TO THE BEGINNING OF A REVERSE CURVE CONCAVE WESTERLY HAVING A RADIUS OF 1670.00 FEET; NORTHERLY 472.13 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 160 11' 541' TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 25.00 FEET; NORTHEASTERLY 38.16 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 870 26'49!-=; NORTH 78° 21'0611L EAST 69.97 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 825.50 FEET; NORTHEASTERLY 195.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 130 33' 11—'" TO A POINT ON A NON - TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 25.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 350 38' 46—'" EAST; THENCE SOUTHEASTERLY 4.81 FEET ALONG SAID CURVE CONCAVE THROUGH AN ANGLE OF I I° 01' 42' —L_"T0 THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 161.00 FEET; THENCE SOUTHEASTERLY 91.20 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 320 27'16L" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHERLY 32.67 1 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 740 53' 02'- -; THENCE SOUTH 00 53'461"' EAST 25.50 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 2.00 FEET; THENCE SOUTHWESTERLY 3.14 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00' 00 - - " TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 2.00 FEET; THENCE SOUTHWESTERLY 3.14 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 0' 00 - - "; THENCE SOUTH 00 53'46L" EAST 179.75 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHWESTERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 370 45' 40 - - "; THENCE SOUTH 36' 51' 54 - " WEST 9.49 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 37'45'402"; THENCE SOUTH 0'53'46L.. EAST 31.50 FEET TO POINT "A" HEREINAFTER REFERRED TO; THENCE CONTINUING SOUTH 0° 53' 4 "" EAST 31.50 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHEASTERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 370 45'40""; THENCE SOUTH 38° 39'261" EAST 9.49 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF -1- 810.00 FEET; THENCE SOUTHERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 370 45' 40' ; THENCE SOUTH 0° 53'4611" EAST 212.75 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY 24.40 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 550 55'531.. TO THE BEGINNING OF A REVERSE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 147.00 FEET; THENCE SOUTHWESTERLY 66.40 FEET ALONG SAID CURVE TIIROUGH AN ANGLE OF 250 52'4P" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY 9.78 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 220 24'25L" TO A POINT ON A NON - TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 950.50 FEET AND THE NORTHERLY RIGHT -OF -WAY LINE OF SAID SAN NICOLAS DRIVE; A RADIAL TO SAID POINT BEARS NORTH 220 12'47L" EAST; THENCE WESTERLY 206.65 FEET ALONG SAID CURVE THROUGH AN ANGLE, OF 120 27'252" TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PARCEL: 2 sn'5747 <o < <o < 1_0]:10 _I[�T�l THE GOUNTY RECORDER OF SAID COUNTY, DESCRIBED ASIZOLLOWS: PARCEL Co (AEN44Z-01-08) COMMENCING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHERLY RIGHT OF WAY LINE OF SANTA ROSA DRIVE SHOWN AS ` "'NORTH 780 27' 06—'_° EAST 69:97' — ' ON A MAP OF TRACT 6015 FILED IN BOOK 239, PAGES 28 THROUGH 41 OF MISCELLANEOUS MAPS IN THE OFFICE OF SAID COUNTY RECORDER, SAID EASTERLY TERMINUS BEING THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 825.50 FEET; THENCE NORTHEASTERLY 195.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 130 33' 1I—'_' TO A POINT ON A NON — TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 25.00 FEET AND THE TRUE POINT OF BEGINNING, A RADIAL TO SAID POINT BEARS NORTH 350 38'46!—=" EAST; THENCE SOUTHEASTERLY 4.81 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 11 0 01' 42' "' TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 161.00 FEET; THENCE SOUTHEASTERLY 91.20 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 32° 27' 16—"' TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHERLY 32.67 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 740 53'022" THENCE SOUTH 00 53' 46'—'" EAST 25.50 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 2.00 FEET; THENCE SOUTHWESTERLY 314324 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 90° 00'001"' TO THE BEGINNING OF A REVERSE CURVE, CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 2,00 FEET; THENCE SOUTHWESTERLY 3.14 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00'002=; THENCE SOUTH 00 53'46L.. EAST 179.75 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHWESTERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 370 45'401"1% THENCE SOUTH 36 ° 51' 54—'!' WEST 9.49 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHEASTERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 3'70 45' 40—"'; THENCE SOUTH 0° 53'46L.. EAST 63.00 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHEASTERLY 6.59 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 37'45'40 "; THENCE SOUTH 38° 39' 26'—'" EAST 9.49 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 10.00 FEET; THENCE SOUTHERLY 6.59 FEET ALONG SAID CURVE ems. z'r � ". �e�' 3 THROUGH AN ANGLE OF 37° 45' 40-'_'; THENCE SOUTH 0' 53'46L" EAST 212.75 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY 24.40 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 550 55'53L" TO THE BEGINNING OF A REVERSERADMS CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 147.00 FEET; THENCE SOUTHWESTERLY 66-.4066.4 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 250 52' 43" "TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY 9.78 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 220 24' 25' TO A POINT ON A NON - TANGENT CURVE CONCAVE. SOUTHERLY HAVING A RADIUS OF 950.50 FEET AND THE NORTHERLY RIGHT OF WAY LINE OF SAN NICOLAS DRIVE AS cu�4 ON SAID MAP OF TRACT 6015, A RADIAL TO SAID POINT BEARS NORTH 220 12' 47' - " EAST; THENCE SOUTHEASTERLY 55.46 FEET ALONG SAID CURVE AND SAID RIGHT OF WAY LINE THROUGH AN ANGLE OF 30 20'362-"' TO A POINT ON A NON - TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25,00 FEET; A RADIAL TO SAID POINT BEARS SOUTH 860 12'252=" WEST; THENCE NORTHERLY 9.44 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 210 37'37" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE'SOUTHEASTERLY HAVING A RADIUS OF 95.00 FEET; THENCE NORTHEASTERLY 122.78 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 740 02'54L" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 262.03 FEET; THENCE SOUTHEASTERLY 193.09 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 420 13' 18" "; THENCE SOUTH 450 53' 46"" EAST 109.58 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY AND SOUTHWESTERLY 39.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00' 00" ; THENCE SOUTH 44' 06' 14 - " WEST 100.91 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY 12,72 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 290 09'46° ", THENCE NON - TANGENT SOUTH 46° 44' 00 " EAST 56.70 FEET TO A POINT OF A NON - TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 25.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 760 44'00' -'_' WEST; THENCE NORTHEASTERLY 13.45 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 300 50' 14" "; THENCE NORTH 44° 06' 14"" EAST 99.45 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHERLY 14 AVD!TQ A RADIUS OF 25.00 FEET; THENCE NORTHEASTERLY AND SOUTHEASTERLY 39.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00' 00" "; THENCE SOUTH 450 53'461!1! EAST 15.01 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 40,00 FEET; THENCE SOUTHEASTERLY AND NORTHEASTERLY 62.83 FEET ALONG SAID CURVE T_ HROUGH AN ANGLE OF 900 00' 00L.'; THENCE NORTH 440 06'14L" EAST 289.00 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 40.00 FEET; THENCE NORTHEASTERLY AND NORTHWESTERLY 62.83 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00' OOL "'; THENCE NORTH 45' 53'46!-"' WEST 254.09 FEET TO THE BEGINNING OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25.00 FEET; THENCE NORTHWESTERLY AND NORTHEASTERLY 39.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 90° 00' 00-;1' THENCE NORTH 44° 06' «Mal I 4 801574768 16 14-L'i EAST 104.09 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 25.00 FEET; THENCE NORTHEASTERLY 13.00 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 290 47'41L" TO T14E SOUTHWESTERLY RIGHT OF WAY LINE OF SAN JOAQUIN HILLS ROAD AS SHOWN ON SAID MAP OF TRACT 6015; THENCE NON - TANGENT NORTH 46'41'16T WEST ALONG SAID RIGHT OF WAY LINE 48.72 FEET TO A POINT ON A NON - TANGENT CURVE IN THE BOUNDARY OF THAT CERTAIN PARCEL SHOWN ON A MAP FILED IN BOOK 13, PAGE 41 OF PARCEL MAPS IN THE OFFICE OF SAID COUNTY RECORDER, SAID CURVE BEING CONCAVE NORTHWESTERLY HAVING A RADIUS' OF 25.00 FEET, A RADIAL TO SAID POINT BEARS SOUTH 760 12' 47" "EAST; THENCE SOUTHWESTERLY 13.23 FEET ALONG SAID CURVE AND SAID BOUNDARY THROUGH AN ANGLE OF 300 19' OIL''; THENCE CONTINUING ALONG SAID BOUNDARY SOUTH 440 06' 14' -'!' WEST 103.60 FEET TO THE BEGINNING OF A CURVE IN SAID BOUNDARY CONCAVE NORTHERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY AND NORTHWESTERLY 39.27 FEET ALONG SAID CURVE AND SAID BOUNDARY THROUGH AN ANGLE OF 900 00'00"'1; THENCE NORTH 450 53'4611" WEST ALONG SAID BOUNDARY AND ITS NORTHWESTERLY PROLONGATION 190.00 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 313.67 FEET; THENCE NORTHWESTERLY 111.43 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 200 21' 13 - - "' TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 121.38 FEET; THENCE NORTHWESTERLY 108.34 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 51 ° 08' 2 P'_';, THENCE NORTH '76'40'541;" WEST 100.00 FEET; THENCE NORTH 750 364112"' WEST 53.00 FEET TO THE BEGINNING OF A NON - TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 66.00 FEET;, A RADIAL TO SAID POINT BEARS SOUTH 13° 19' 06"_' WEST; THENCE NORTHWESTERLY 62.51 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 540 16' 02' TO THE BEGINNING OF A COMPOUND CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25.00 FEET; THENCE NORTHWESTERLY 9.79 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 22 °'26' 33"" TO A POINT ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF SAID SANTA ROSA DRIVE, SAID POINT QYBEGINNING ON A CURVE CONCAVE NORTHWESTERLY HAVING RADIUS OF 825.50 FEET, A RADIAL TO SAID POINT BEARS SOUTH 290 13'23L" EAST; THENCE SOUTHWESTERLY 59.38 FEET ALONG SAID CURVE AND SAID RIGHT OF WAY LINE THROUGH AN ANGLE OF 40 07'18!-"' TO THE TRUE POINT OF BEGINNING. PARCEL AP-W .R. fAP 442 - 08229$1 -06:1 WN EROSION WIN • • •1 • :•• ' ' 1• • • • IN • • e 't3ny27 5 C <7A7<O 1G RECORDER, SAID EASTERLY TERMINUS BEING THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 950.50 FEET; THENCE SOUTHEASTERLY 262.11 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 150 48'01L.. TO A POINT ON A NON - TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25.00 FEET AND THE TRUE POINT OF BEGINNING, A RADIAL TO SAID POINT BEARS 86° 12'25L.. WEST; THENCE NORTHERLY 9.44 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 210 37'37" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 95.00 FEET; THENCE NORTHEASTERLY 122.78,FEET ALONG SAID CURVE THROUGH AN ANGLE OF 740 02'54!!" TO THE BEGINNING OF COMPOUND CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 262.03 FEET; THENCE SOUTHEASTERLY 193.09 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 420 13' 18 - -..;THENCE SOUTH 450 53'46L" EAST 109.58 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHEASTERLY AND SOUTHWESTERLY 39.27 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 900 00' OoLt'; THENCE SOUTH 44'06'141Z" WEST 100.91 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25'.00 FEET; THENCE SOUTHWESTERLY 12.72 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 290 09` 46 " °; THENCE NON- TANGENT NORTH 46° 44' 00" _ WEST 34.74 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 950.50 FEET AND BEING THE SOUTHEASTERLY CONTINUATION OF THE NORTHERLY RIGHT OF WAY LINE OF SAID SAN NICOLAS DRIVE; THENCE NORTHWESTERLY 293.80 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 170 42'37!-'—"TO THE TRUE POINT OF BEGINNING. BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHWESTERLY RIGHT OF WAY LINE OF SAN JOAQUIN HILLS ROAD SHOWN AS - "SOUTH 460 14' 16"" EAST 286.60'1' -" ON A MAP OF TRACT 6015 FILED IN BOOK 239, PAGES 28 THROUGH 41 OF MISCELLANEOUS MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE SOUTH 46° 14' 16 - "• EAST 236.39 FEET ALONG SAID RIGHT OF WAY LINE AND ALONG THE BOUNDARY OF THAT CERTAIN PARCEL SHOWN ON A MAP FILED IN BOOK 13, PAGE 41 OF PARCEL MAPS IN THE OFFICE OF SA-IBTHE COUNTY RECORDER TO A POINT ON A NON - TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; A RADIAL TO SAID POINT BEARS SOUTH 760 12'47!-"' EAST; THENCE SOUTHWESTERLY 13.23 FEET ALONG SAID CURVE AND SAID BOUNDARY THROUGH AN ANGLE OF 300 19' 01 " "; THENCE CONTINUING ALONG SAID BOUNDARY SOUTH 440 06' 142L WEST 103.60 FEET TO THE BEGINNING OF A CURVE IN SAID BOUNDARY CONCAVE NORTHERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY AND W W se�a�s -iv on n•• ••r. •_ s• a 10 IN 01 BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE IN THE SOUTHWESTERLY RIGHT OF WAY LINE OF SAN JOAQUIN HILLS ROAD SHOWN AS - "SOUTH 460 14' 16"" EAST 286.60'1' -" ON A MAP OF TRACT 6015 FILED IN BOOK 239, PAGES 28 THROUGH 41 OF MISCELLANEOUS MAPS IN THE OFFICE OF SAID COUNTY RECORDER; THENCE SOUTH 46° 14' 16 - "• EAST 236.39 FEET ALONG SAID RIGHT OF WAY LINE AND ALONG THE BOUNDARY OF THAT CERTAIN PARCEL SHOWN ON A MAP FILED IN BOOK 13, PAGE 41 OF PARCEL MAPS IN THE OFFICE OF SA-IBTHE COUNTY RECORDER TO A POINT ON A NON - TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; A RADIAL TO SAID POINT BEARS SOUTH 760 12'47!-"' EAST; THENCE SOUTHWESTERLY 13.23 FEET ALONG SAID CURVE AND SAID BOUNDARY THROUGH AN ANGLE OF 300 19' 01 " "; THENCE CONTINUING ALONG SAID BOUNDARY SOUTH 440 06' 142L WEST 103.60 FEET TO THE BEGINNING OF A CURVE IN SAID BOUNDARY CONCAVE NORTHERLY HAVING A RADIUS OF 25.00 FEET; THENCE SOUTHWESTERLY AND W W se�a�s -iv NORTHWESTERLY 39.27 FEET ALONG SAID CURVE AND SAID BOUNDARY THROUGH AN ANGLE OF 900 00'002" THENCE NORTH 450 53'462" WEST ALONG SAID BOUNDARY AND ITS NORTHWESTERLY PROLONGATION 190.00 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 313.67 FEET; THENCE NORTHWESTERLY 111.43 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 20°'24'211 13'-'" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 121.38 FEET; THENCE NORTHWESTERLY 108.34 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 51° 08' 21 " "; THENCE NORTH 76° 40' 54"" WEST 100.00 FEET; THENCE NORTH 750 36' 41 - -' WEST 53.00 FEET TO THE BEGINNING OF A NON - TANGENT CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 66.00 FEET; A RADIAL TO SAID POINT BEARS SOUTH 130 19'06L" WEST; THENCE NORTHWESTERLY 62.51 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 540 16''02"" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE EASTERLY HAVING A RADIUS OF 25.00 FEET; THENCE NORTHWESTERLY 9�9M FEET ALONG SAID CURVE THROUGH AN ANGLE OF 220 26'33!-"' TO A POINT bN THE SOUTHEASTERLY RIGHT OF WAY LINE OF SANTA ROSA DRIVE AS SHOWN ON THE MAP OF SAID TRACT 6015; SAID POINT BEING ON A CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 825.50 FEET; A RADIAL TO SAID POINT BEARS SOUTH 29° 13'23T' EAST; THENCE NORTHEASTERLY 190.16 FEET ALONG'SAID CURVE AND SAID RIGHT OF WAY LINE THROUGH AN ANGLE OF 130 11' 54 - -"; THENCE NORTH 47° 37'43L_" EAST 2.20 FEET CONTINUING ALONG SAID RIGHT OF WAY LINE TO THE BEGINNING OF A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 25.00 FEET THENCE NORTHEASTERLY AND SOUTHEASTERLY 38.96 FEET ALONG SAID CURVE THROUGH AN ANGLE OF 890 17 "26"" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 6072.50 FEET AND THE SOUTHWESTERLY RIGHT OF WAY LINE OF SAID SAN JOAQUIN HILLS ROAD; THENCE SOUTHEASTERLY 329.29 FEET ALONG SAID CURVE AND SAID RIGHT OF WAY LINE THROUGH AN ANGLE OF 30 06'25"" TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION SHOWN ON A MAP FILED IN BOOK 13, PAGE 41, PARCEL MAPS, RECORDS OF SAID COUNTY. OR E DESCRIBED 16w.r&*j.Dl NMI' 711- PARCEL A: (APN 442- 081 -05) i Iwo • . um. • / • / OFFICIAL RECORDS. EM - ,. .. .- `�. • n.. T �Yt -t�s' e?"t' Y _ "t �.4 U. Rt'4�h �3�b°1 8 4P%174768 16 PARCEL -AP- NO-S, 6: PARCEL A: (APNS 442 - 882081 -11, 442-982M-12,442-08201-13 aFAAND 442 -MOM- 14-1 PARCELS 1 T04 HROU H 4 IN L IVE OF PARCEL MAP N0. 84 -706, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 192, PAGES 1 AND 2 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, "al P . a _ PARCEL -AP- NO-S, 6: PARCEL A: (APNS 442 - 882081 -11, 442-982M-12,442-08201-13 aFAAND 442 -MOM- 14-1 PARCELS 1 T04 HROU H 4 IN L IVE OF PARCEL MAP N0. 84 -706, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 192, PAGES 1 AND 2 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, OPERATE THROUGH THE SURFACE R THE UPPER 500 F T OF TH SUBSURFACE OF THE LAND AS RESERVED IN THE DEED FROM THE IRVINE 6 IN THAT CERTAIN DECLARATION OF' RESTRICTIONS RECORDED ORDED FEBRUARY PARCEL - \ :►"Imem III us) I,_s._\_ f o1 waawl .mss r�'.r'3 e SB13�74�68 -F4 PARCEL 1: APN. 442- 101 -18 Newport Center Block 600: m-eu PARCEL 2• APNS 442- 101 -11 AND 442 - 101 -16 PARCEL 4• APNS 442 - 101 -09 AND 442 - 101 -13 11 c+ 1` F .� 2 6 1 4in .� .,�^ ^`sL 1 L r4a 1 $- v CY p iV✓ `1?F .y '-*x4� y iii' ^i'i'}`K'fJ4ryy•.} "" ik°d= t� ✓-9 t,;,3� g �. „.;. 3 ytr�ya n n h,. u�.� va- 11x�7 7 llm 4 2 r alr TT7TlPftV U4 = L 11 San. Joaquin Plaza: PARCEL 1: APN. 442- 261 -16 and-442-10--U EXCEPT THEREFROM THAT PORTION OF SAID LAND LYING WITHIN PARCELS PARCEL 2• APN 442- 261 -01 PARCEL 3: APN. 442- 261 -19 Fashion Island: PARCEL A: PARCEL B: j SP471768 16 gi6g�>.. ii'i��b�,t�; X..i#f� Fashion Island: PARCEL A: PARCEL B: j SP471768 16 PARCEL C: PARCEL D: • 1 a 1 PARCEL E: PARCEL F: PARCEL (: t.s .. "",v`, i; t,:;i .`x..a "'` .9'�' s f�'¢+" Yt "'' ,` ` rr"'m' * SD1374769 46 } 1 4t}" i... — 4v.5t .sr^ a -r..tz ara —r't Y v t Y-3 3 fY ." ,2xJ , t k4'c. i ni �. �.. tvt'ax - h>tt, �i J a - '.8,�, $t* r m ' - r , 3-' "d 3"M1 h'�d' �j aE :yn �a6Nu �2r{,pN § Nx I Ya YrySA��SFY: c'yta IF"iP(J_k..�''t4N ylr�XF`Ti�.R'� IN .+�j 'Y.tls'�� t 'gg,�'� 1yY�•'. `"tt� fj yi ...x.Ra•,�'�YO�T'1V i-1'Ji R z= .>i1.' .,u'iM�„�9uv�,'sK �fr.� MINOR }�Ut4F�r� 'M ry ,£,'M� h � ��7 t�j1��'i��h}.y^�(��y,�S� I �, .; i�' rtt„yfi(1"L t'„'. F< &e?#.^K k ttr�.:,Y .tM*kS„ a' .,.?"r`'? .,�.�c�s:}y'u.i'i.' ..- t.s .. "",v`, i; t,:;i .`x..a "'` .9'�' s f�'¢+" Yt "'' ,` ` rr"'m' * SD1374769 46 i R .y OF ELECTRIC, TELEPHONE, CABLE TELEVISION, WATER, GAS. SANITARY l 1 ITL1. 9XIM10111011IRFM I I :_ Itl - 8PS74768 -16 u, xmmq .e,As.t��. f!✓$5�.�..'. =.� �b'NV S4�(( iN +9.�.':- �- ��N�342 #�.�4ti,-�i� -R> i..:i..,:.iyp f�y,,9 „§'*@, sJt it=. Y' f" i.. s3 "t'',,ii'��:��'itli'��,k.,,.t y aS xP- 9f t-f �ir6`a�`3.JhjA� ` -n 5` ,,,,eel.. c_q 9011-11,41 --fr_ �. .3s;�- yv v �5 & pkl'i�0 .v3+33xix14.�'t i R .y OF ELECTRIC, TELEPHONE, CABLE TELEVISION, WATER, GAS. SANITARY l 1 ITL1. 9XIM10111011IRFM I I :_ Itl - 8PS74768 -16 EXHIBIT B: DEPICTION OF PROPERTY EXHIBIT C: DEVELOPMENT STATUS, TRANSPORTATION IMPROVEMENTS AND OPEN SPACE DEDICATIONS UNDER CIOSA AND THE BONITA CANYON DEVELOPMENT AGREEMENT CIOSA Open Space Dedication Requirement: Actual Open Space Conveyed/Offered: Completion Status: 138.1 acres 146.0 acres 106 % Transportation Total Program Expended or Amount Available far Improvements Required: Funding Requirement: Committed to Date: Future Projects: Frontage $5,220,360 $5,220,360 $0 Improvements Fair Share $1,398,428 $1,398,428 $0 Contribution Advancement $14,295,572 $12,191,740 $0 Total $21,014,360 $21,014,360 $0 Outside Funds Used $0 $30,108,183 to Complete CIOSA Improvements Total CIOSA Related Funding $51,122,543 Expended .,a- "" v - " .. .t.. �. i. . Yr.:iH 'Y aM.� . +. Iv SR! of i# .{i k £ - ^Maya• . �..i M 'k 11Y¢va MMPR F",,;' 1 f{ Approved Development: Completed Completion Status: 100% Development: 88 % 1076 residential units 945 residential units 88% 94,000 office square feet 94,000 office square 100% feet 30,000 regional retail square feet 30,000 office square 100 % feet 68 hotel units 0 hotel units 0 % BONITA CANYON DEVELOPMENT AGREEMENT Park Dedication Requirement: Completion Status: Acquisition and improvement of Bonita Canyon Sports Park 100 % Transportation Improvements Required: Completion Status: Dedication of required right of way and widening of Bonita Canyon Road, Bison Road, and MacArthur Boulevard 100% Approved Development: Completed Development: Completion Status: 1521 residential units 1339 residential 88 % units 55,000 general commercial square feet 54,000 general 98% commercial square feet SP57476R 16 Approved Development: C Completed C Completion Status: Development: 1076 residential units 9 945 residential units 8 88% 94,000 office square feet 9 94,000 office square 1 100% feet 30,000 regional retail square feet 3 30,000 office square 1 100% feet 68 hotel units 0 0 hotel units 0 0% PER -IRI .s'".`c`.-w1..�. Pa'E 564574768 -16 EXHIBIT D: NORTH NEWPORT CENTER PLANNED COMMUNITY AFFORDABLE HOUSING IMPLEMENTATION PLAN Prenared For• The City of Newport Beach November 2007 Contents I. Introduction .......................................................................................... ..............................1 Background.......................................................................................... ..............................1 II Affordable Housing Plan 3 ProposedPlan .............................................................. 4..................... ..............................3 Conclusion............................................................................................ ..............................6 III. Consistency with Housing Element .................................................... ..............................7 IV.Amendments to the AHIP .................................................................... ..............................8 V. Authority . ............................................................................................... ..............................8 Fi ures North Newport Center Planned Community i Affordable Housing Implementation Plan I. Introduction residential development. Block 500, Block 600 and San Joagilin Plaza are designated in the General Plan as MUJI3. ro id 'Background specifies how the development will meet the City's affordable housin oal. NA identifies the City allocation as follow Total allocation between 1/1/06 and 6/30/14 1 784 Very low income allocation — 22% (392 unitsl Low income allocation — 18% (321 unit l Moderate income allocation — 20.3% (362 units) North Newport Center Planned Co mmunity Affordable Housing Implemeptation Plan 13iZ17I[O�G rT'i�7► i �_ . II. Affordable Housing Plan Proposed Plan A. New Construction affordability requirements for a period of at least 30 years-. sales price of affordable for sale units shall not exe ed three times the income limit B. Covenants on Existing Unit through 2011. in is AHIP denendin on thp income level to be served The Irvine Company will identify which anartments are proposed to meet the affordable housing nhligatinn- and will not use units that are under any other affordable housing covenant at the time they are proposed to meet the obligation for North Newport Center, The City will inspect the Company will agree 'to make improvements- if necessary , to encore viable housing for the 0 year period not exceed thirty percent (30 %) of the Very Low. Low or Moderate Income limits. Exhibit 2 - Child Time Center and The Bays Apartment Complex Location �,, 3 �� Wft FordR d Bpryj�C t Y Harbor Vlow �sF �' � tl�• 4 er-93 m P e Qda Fashion Island N v ° 1 Jf paprsc O �Of `^. ea v $ 3 �r?b- Sati�rce C�d'N<wpo�HUC�6 ll YUL^lIL i `I The Bays Apartment Complex Child Time Center Exhibit 2 - Child Time Center and The Bays Apartment Complex Location Number of Affordable Units/Income Level The requirement for affordable housing shall he based on income categories The Irvine Implementation The affordable housing units required under this AHIP will be provided incrementally, The affordable units shall be phased ac follow • 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 occunancv for 300th market rate unit / one -third of required units is issued for the related *market rate unite_ Conclusion lemen I ��+,r. �.'""' 3 }fia ✓a.��i:?i�i Wa, �x�3�0.x� '�,v3'+::,k,..kY�- t,�'+'i:'i'^: k2 _UV�71IIIti�..r��is;5".:.... Implementation The affordable housing units required under this AHIP will be provided incrementally, The affordable units shall be phased ac follow • 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 occunancv for 300th market rate unit / one -third of required units is issued for the related *market rate unite_ Conclusion lemen IL Consistency with Housing Element r low. low moderate / me households— 2.1.2 Take all fe ible actions. ihmmEt use development and =edited processing / gradinZ building I I other development permits, to ensure medlent construction and occupancy & Prdegets approved. with low and moderate income hous Development Agreement in accordance with this Policv/Pro ram Palia H2.2 Encourage the housin g development industry to re pond to housing need' of e community and to the demand tar housing as perceived by the indu try. with the intent of achieving the Regional Housing_ Needs Assessment tunstruction goals within Fve veam Program 1- Proieets of 50 or fewer units shall have the nntion of nrennrinu an AHTP nr pavine the in -lieu tee. Z Proieets whgr more titan 50 units are nrnnnsed shall he required to nrannro - - prepare n P. pamits and Tentative Trac l •/ / I • of / I /.e ZZ4 All ' / ired affardable units shall have / (/ / Z As described in Section II. the affordable housing provided per the AHIP will meet the n conclusion. the AHIP is consistent with the relevant goals and program_ s in the Citv's 2006 General Plan Housing Element. IV. Amendments to the AHIP This AHIP may be amended with the approval of the City Council. No modification of the General Plan requirement for affordable units is ,allowed, unless the requirement is reduced through an amendment to the General Plan prior to implementation of development. V. Authority The AHIP has been adopted by the City of Newport Beach per Resolution No. on the day of 200 EXHIBIT E: LOCATION OF OPTION SITE AND ASSOCIATED PARKING STRUCTURE V Q: 442- 091-O3 .l \a QOJ 442 - 081-02 �O P� 5 442-08"a 442- oa1-o1 442 -oat -07 N� aS CENTER DRIVE EAST I gVOC g 442A81 -12 OOgO 3 0 u a` z N z�- NOT-TOSCALE EXHIBIT F: OPTION AGREEMENT 1 OPTION AGREEMENT This OPTION AGREEMENT ( "Agreement") is entered into as of this _ day of December _, 2007, by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, successor -in- interest to The Irvine Company, a Michigan corporation ( "Optionor "), . and the CITY Of NEWPORT BEACH, a California municipal corporation ( "City "). RECITALS A. tom— Optionor is the owner of that certain real property located in the City of Newport Beach, County of Orange, State of California, consisting of &approximately 46,175 square feet of land area more particularly described in the legal dcccriptien a eh d heFete as pm—el on the Site Map attached hereto as B B— Optionor and City desire to enter into this Agreement to provide for Optionor to grant to City and City to obtain from Optionor, upon the terms set forth in this Agreement, an option to purchase the Legal Parcel and a portion of the Existing Adjacent Parcel,3yith the total net land area not to exceed 54,000 square feet ,ar nom, the boundaries ef- ;a hq be- established by City in accordance with this AgreementTjft Legal Parcel and said portion of the Existing Adjacent Parcel somgfimes are referred to herein as the "Land"), The parties desire for the Land to be conveyed together with all improvements thereon, all .easements, licenses, and interests appurtenant thereto, and all development rights, governmental approvals, and land entitlements, owned or held by Optionor to the extent pertainjng to the Land (collectively, the "Property „). Q C. City and Optionor are entering into this Agreement pursuant to Section 4.8.1 of that certain Zoning Implementation and Public Benefit Agreement between City and Optionor dated December 18, 2007 ( "Development Agreement "). AGREEMENT Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both parties, Optionor and City agree as follows: OPTION TO ACQUIRE. 1.1 Act. City shall have the right to establish the 'boundaries of the >;_, petty .,, . h v r not exceed 54,000 extend beyond the Legal Parcel, the. Shane and confiQUration of the Land shall be reasonably related to City's good faith efforts to design an efficient and functional C& notify Optionor of the land area that City has determined will comprise the Pfeperty!4A through an exhibit depicting the Property be..:daries and, within thirty (30) days thereaft Opti one F— oundaries of the Land. If Optionor objects to said proposed boundaries, then Optionor and City thereafter shall cooperate in good faith to develop mutually aceentable boundaries consistent with the intent set forth above. If Optionor does not object within PrepertyLand consistent with said boundaries ( "Survey ") prepared by a licensed civil engineer or registered surveyor in accordance with the current ALTA/ACSM standards, and shall be certified to City, Optionor, and First American Title Company ( "Title Company"). The Survey shall establish both the ,gross land area and net land area of the Property for purposes of confirming the Purchase Price pursuant to Section 2 of this Agreement. As used herein, the term "net land area" shall mean the gross land area of the grepertyLan�l excluding any areas r un the perimeter of the Land that have been or are required' be dedicated to City for road or sidewalk purposes (i.e., if the legal parcel in which the PrepertyLnd is situated includes the half width of the abutting street). In addition, the Survey shall show a metes and bounds description of the PrepertyLand, consistent with the deseriptien provid °dbouridaries approved by City= �n Optionor pursuant to the foregoing, and shall show all easements encumbering and easements: appurtenant to the PregertyLand, visible or recorded, and roads and other means of physical and record ingress and egress to and from the grepertyL nom. Within thirty (30) days after City's receipt of the Survey; City shall deliver written notice to Optionor approving or disapproving the same. In the event that City disapproves the Survey, said disapproval shall identify in detail any changes that are required to be made in order to obtain City's approval thereof and Optionor shall promptly make said changes, provided that J&the land area of the Land as described in the metes and bounds description shall be consistent with *' ' ^ ^' °^ ' ^— ^ted on the Site A4ap ries approved by Gity and Optionor pursuant to the foregoing and fiil th which would require Optionor to spend any monies or incur any obligations. Upon City's approval of the Survey, the term "P-FeperrtyLas " as used in this Agreement shall mean the land described in the approved metes and bounds description. City's approval of the Survey shall be for the purpose of establishing the metes and bounds description of the PrepertyLand and the net land area for purposes of establishing the Purchase Price. in accordance with Section 2, and shall not constitute City's approval of any easements or encumbrances on the Property. The parties acknowledge that the PrepertyL"nn is not an existing "legal lot" under the Subdivision Map Act. Accordingly, promptly following the approval of the Survey, Optionor and City shall take such steps as may be appropriate to effect such lot line adjustments as reasonably may be proposed by Optionor or City to (a) establish and/or confirm that the PregertyLand, as described and approved per the Survey, thereafter shall consist exclusively of SUV66711 0096 9636+9:e1 -; 2*3= -2- one or more legal lots under the Subdivision Map Act, and (b) establish and/or confirm that any property adjoining the Land and retained by Optionor (any such property, the "Retained Property"), including any property that remains from a former legal lot after adjustments of boundary lines so as to establish the P-repeRy an , thereafter shall consist exclusively of one or more legal lots under the Subdivision Map Act, At the request of Optionor and subject to any public review process, such steps may include any actions that reasonably may be required of City, at no cost to City, in order to establish or confirm that the Retained Property shall be in compliance with the Subdivision Map Act (e.g., the issuance by City of a certificate of compliance with respect to the Retained Property). The completion of the above described steps in accordance with applicable law sometimes is referred to herein as the "Subdivision Map Act Condition." Optionor acknowledges that minor boundary adjustments may need to be made to the existing rights -of -way within the vicinity of the P+opei4y . an in order to accommodate the creation of the FrepertyLan as a separate parcel and the construction of a City Hall thereon, and Optionor shall, within thirty (30) days after written request by City, dedicate to City the rights -of -way necessary to accommodate said boundary adjustments. 1.2 Grant of Option. Optionor hereby grants to City an option to purchase the Property upon all of the terms, covenants, and conditions contained in this Agreement ( "Option ") and in the Escrow Instructions to be executed in accordance with Section 1.5 below. The Option created hereby shall be irrevocable by Optionor and shall be binding upon the successors and assigns of Optionor. Optionor's granting of the Option to City shall be in consideration of City's performance 'of its obligations set forth in that certain Zoning Implementation and Public Benefit Agreement between Optionor and City dated December 18, 2007 (the "Development Agreement"), and City shall not be required to pay any option fee, or pay or provide any other consideration or purchase price for the Option. OptieaeeContinQent approvals have been taken and obtained under applicable law in order. for the Development Agreement to become effective and to become the binding obligation of Agreement, City hereby represents and warrants to Optionor that the Development Agreement has been duly executed and delivered by City, that all steps and approvals have been taken and obtained under applicable law in order for the Development Agreement to become effective and to become the binding obligation of City, and that the Development Agreement constitutes a valid and binding obligation of City, fully enforceable against City in accordance with its terms. 1.3 Option Period. The term of this Option ( "Option Period ") shall commence on the date 44his=Eftdjye 'Date. as defined in Section I1 of the Development Agreement; and expire on the earliest: of the following dates: (i) the date that is'48 months after the Operative iv Date; (ii) upon City's termination of this Agreement by delivery of written notice of termination to Optionor, which notice City shall have the right to deliver at any time during the Option Period prior to City's exercise of the Option; (iii) the date City's 0096 3 electorate approves and City implements an initiative restricting the location of a new City Hall building to a site outside of Newport Center Block 500, with such initiative to be deemed implemented upon the issuance of a certificate of occupancy for a City Hall building at that site; or (iv) he date if anvl upon which the Development Agreement dees not b°,.eme ape fative :� to be i 1.4 Conditions to Exercise of Option. City's right to exercise the Option shall be subject to the satisfaction of the following conditions: (i) the' OperatiueEffective Date under the Development Agreement shall have occurred, and the Development Agreement shall continue to be in full force and effect. and (ii) City shall have awarded a contract for the construction of a new City Hall on the Option— Si€eProperty which contract shall call for construction substantially consistent with the design adonted by the City Dursuant to n 6 of this Agreemen 1.5 Manner of Exercise of Option. In the event this Agreement has not earlier terminated pursuant to the provisions of Section 1.3 above, City shall have the right to exercise the Option during the Option Period by delivering to Optionor or Optionor's counsel written notice of City's election to acquire the Property, together with three (3) originals of the Agreement for Purchase and Sale of Real Property and Escrow Instructions in the form attached hereto as Exhibit "56" ( "Escrow Instructions "), with each original of said Escrow Instructions fully executed by City and with (a) the blank in Section 2.1 of the Escrow Instructions completed to reference the Conduit Area identified pursuant to Section 6 of this Ontio Parking Structure Site identified in the Development Agreement. Optionor shall thereupon promptly execute the Escrow Instructions, with £ectienSectons 5 and 6 initialed v Buyer and Seller, respectiv ely. in the spacess a��e provided r ~ the e'"'~'s iniii ls, and deliver, within. seven (7) days after receipt thereof, one fully executed original to City and one fully executed original to First American Title Company at its offices located at 2 First American Way, Santa Ana, CA 92707 ( "Escrow Holder "), and shall retain one fully executed original for Optionor's records. Thereafter, Optionor and City shall cooperate in executing any additional and supplemental escrow instructions as may be required by the Escrow Holder to perform its duties with respect to the escrow, provided that in the event of any conflict between the form of Escrow Holder's standard escrow instructions and the Escrow Instructions, the Escrow Instructions shall govern. The date that the Escrow Instructions are executed and delivered by City to Optionor shall be the date inserted on the first page of the Escrow Instructions as the date of the Opening of Escrow. The Close of Escrow shall occur within thirty (30) days following the exercise of the Option by City, as more particularly provided in the Escrow Instructions. 1.6 Recordation of Memorandum. Within five (5) business days after the date the metes and bounds description of the $fegetyLand is determined in accordance with Section 1.1 of this Agreement, Optionor shall execute and deliver to City a short form MX66zswoM ac^° � -4- memorandum of this Agreement ( "Memorandum ") in the form attached hereto as Exhibit "3." of the Memorandum Upon receipt of the Memorandum from Optionor, City shall execute the Memorandum and cause it to be recorded in the Official Records of Orange County, California. 1.7 Document to Remove Cloud. This Agreement constitutes only an Option to purchase the Property, and although the Option granted hereby shall automatically terminate With respect to the Property unless exercised within the time and in accordance with the other provisions set forth herein, City agrees that upon termination or expiration of the Option Period or, if City timely exercises the Option but the Closing provided for in the Escrow Instructions does not occur for any reason other than an uncured material default by Optionor, City shall execute, acknowledge, and deliver to Optionor upon Optionor's request therefor, a quitclaim deed or such other document(s) required by a reputable title company to ,remove any cloud from Optionor's title to the Property that might arise as a result of the Option. 2. PURCHASE PRICE. In the event that City exercises the Option, the purchase price payable by City to Optionor for the Property shall be the sum of One Hundred Forty -Five Dollars ($145.00) per square foot of net land area ( "Purchase Price"). The net land area of the Property shall be determined by the Survey to be obtained by Optionor and approved by City pursuant to Section 1.1 of this Agreement. Within five (5) days after City's-approval of the Survey as provided for in Section I.1, City and Optionor each shall execute and delivei to the other a written instrument confirming the net land area of the Property and the Purchase Price resulting therefrom. Prior to executing the Escrow Instructions, the parties shall insert the amount of the Purchase Price into the blank in Section 2.1 of the Escrow Instructions. If City exercises the Option, the Purchase Price shall be paid by City to Optionor at the Closing in accordance with the terms set forth in the Escrow Instructions. As used herein, the terms "Closing," "Close of Escrow" and "Closing Date" shall have the meaning ascribed in Section 3.1 of the Escrow Instructions. 3. INSPECTIONS AND REVIEW. 3.1 Delivery of Property Documents. Within five (5) days after the ,date of this Agreement, Optionor shall deliver to City all documents, reports, agreements or other items ix itsahich. to the knowledge of Optionor. are in Optionor's, possession or control relating to the Property, including without limitation the following to the extent within the knowledge of ionor (collectively, the "Property Documents "): all information and documents relating to the condition of the soils, groundwater, subsurface improvements, including without limitation building foundations and underground utility lines, and subsurface physical and environmental conditions on and under the Property, including copies of all asbestos; lead -based paint, soils, seismic, geologic, drainage; toxic waste, engineering, environmental and similar type reports and surveys; all information and documents relating to the physical and environmental condition of the structures located on the Property; any survey of the Property; and all engineering reports and studies relating to the physical and environmental condition of the Property. During the Option Period, Optionor shall promptly deliver to City any additional Property Documents that Optionor comes to posses or control after the date of this Agreement. Optionor makes no representations 519/0W64-NM a�a�isw aR /O 97 -5- as to the accuracy or completeness of such information or to any analyses based on such information. 3.2 Condition of Title. Prior to the date of this Agreement, City reviewed that certain preliminary title report dated 2007, issued by the Title Company under Order No. ( "Title Report!'). City agrees it shall accept title to the Property on the Close of Escrow subject to the following title exceptions (collectively, the "Approved Title Exceptions "): (i) the standard printed exceptions and exclusions contained in the form of the Title Policy commonly used by Title Company; (ii) the exceptions disclosed as items of the Title Report; (iii) the Grant Deed attached as Exhibit "B" to the Escrow Instructions; and (iv) any other exceptions to title that may be caused by City or that may be approved in writing by City in its sole and absolute discretion. If City exercises the Option to purchase the Property, Optionor shall be responsible for removing prior to the Close of Escrow all title exceptions that do not constitute Approved Title Exceptions. Without City's written consent, Optionor shall not allow any new title exceptions or defects to be created that will not be eliminated or removed by Optionor prior to the Closing (if City timely exercises the Option). 3.3 Right of Entry. During the Option Period (and, if City timely exercises the Option, from that date until the Closing or the termination of the Escrow Instructions, whichever first occurs), City (either directly or through andgn =K=qf City's employees, representatives, agents, engineers, consultants, contractors; and designees) shall have the right to enter onto the Property to make such independent investigations, inspections, tests, reviews, studies or surveys as City deems necessary or appropriate, including without limitation, any desired investigations of the site work, soil, subsurface soils, drainage, seismic and other geological and topographical matters, and location of any asbestos, toxic substances; hazardous materials or wastes, provided, however, that: (i) all of the foregoing inspections, investigations, tests, etc. shall be performed by City at City's sole cost and expense; (ii) City shall not enter the Property for any such purposes unless it first has provided Optionor with evidence reasonably satisfactory to Optionor that City (and its employees, 'representatives, agents, engineers, consultants, contractors or designees, as the case may be) possess insurance reasonably apprepriatemvD1ghLe=to=QpLign or in scope and coverage to protect against damages or losses that may be suffered in connection with such activities, and that Optionor has been made, an additional insured with respect to such policies; (iii) City shall provide written notice to Optionor at least 48 hours prior to inspection and any on -site inspection must be conducted in the company of a representative of Optionor; (iv) with respect to any invasive inspections, City shall obtain the prior written approval of Optionor prior to conducting such inspections, investigations, tests, etc. which approval shall not be unreasonably withheld, conditioned or delayed (v) City shall, in a timely manner, repair any and all damage to the Property caused by such inspections, investigations, tests, etc. and return the Property as close as reasonably practicable to its original condition prior to City's entry, unless such repair would be legally prohibited under any environmental or other applicable laws in which case City shall be responsible foi r imbursing Optionor in full for the reasonable costs that would be required to repair and environmental and other annlicable laws); (vi) City shall keep the Property free of all liens in connection with its inspection of the Property and shall cause all such liens to be removed immediately upon its being notified of same; and (vii) City shall not materially disrupt the ordinary course of Optionor's businesses and/or activities on the Property during any such �8 6- inspections, investigations, tests, etc. (including without limitation parking of automobiles or any business or activities conducted by any tenants or other third parties on the Property with the permission of Optionor, although Optionor agrees that it shall cooperate reasonably with City (subject to any contractual limitations which may be binding upon Optionor) in order to permit City to undertake its desired inspections, inspections, tests, etc.). City shall indemnify, defend and hold harmless Optionor from and against any and all damage, liability or expense arising from the entries of City, its agents, contractors, consultants, and employees upon the Property; provided, that the foregoing indemnity shall not apply to any damage, liability or expense arising from or related to (a) the mere discovery of matters by City during its investigation of the Property, including any latent defects in or Hazardous Materials on or in, the Property or any diminution in value of the Property as `a result thereof, or (b) negligent or wrongful acts or omissions of the Optionor or its agents, representatives or employees. 4. REPRESENTATIONS AND WARRANTIES; CONDITION OF PROPERTY. 4.1 Optionor's Representations and Warranties. Optionor hereby makes the following representation and warranties as of the date hereof and acknowledges that the execution of this Agreement by City has been made and, if the Option is exercised, the acquisition by City of the Property will be made in material reliance by City on such covenants, representations and warranties: (a) Power; Consents. Optionor has the legal power, right and authority to enter into this Agreement and the instruments referenced herein, to perform its obligations hereunder and to consummate the transaction contemplated hereby, and all documents to be executed by Optionor hereunder, including the Escrow Instructions if City exercises the Option, are and at the time of Closing_ will be'duly executed and delivered by Optionor, are and at the time of Closing will be legal, valid and binding obligations of Optionoi enforceable against Optionor in accordance with their respective terms and do not and at the time of Closing will not violate any provision of any agreement or judicial order to which Optionor or the Property is subject. Optionor has obtained all necessary authorizations, approvals and consents to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. (b) No Litigation. Optionor has not received written notice of any pending or threatened claims, allegations, lawsuits or governmental investigations of any kind, whether for personal injury, property damage, property taxes or otherwise affecting or relating to the Property, nor to the actual knowledge of Optionor, any such action or proceeding pending or threatened. (c) Compliance with Laws. To Optionor's actual knowledge, the Property is not in violation of any applicable law, rule, statute, ordinance or regulation, and Optionor has not received any written notification from any applicable governmental authority having jurisdiction over the Property of any existing, past or potential violation of applicable law: -7- (d) Hazardous Materials. Optionor has no actual knowledge, and has not received any written notice or communication from any governmental agency having jurisdiction over the Property notifying Optionor, of the presence of surface or subsurface zone Hazardous Materials in; on; under or adjacent to the Property or any Materials contamination problems, and that Optionor makes no representation. warranty or other assurance as to the nature extent or status of such contamination urine the course of its due diligence). The term "Hazardous Materials" shall mean (i) hazardous wastes, hazardous materials, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including, but not limited to, substances deemed as "hazardous wastes," "hazardous materials," "hazardous substances," "toxic substances," "pollutants, "' "contaminants ," "radioactive materials," or other similar designations in, or otherwise subject to regulation under, the Comprehensive Environmental Response; Compensation and Liability Act of 1980, as amended ( "CERCLA "), 42 U.S.C. § 9601 et seq.; the Toxic Substance Control Act ( "TSCA" ), 15 U:S.C. § 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1802; the Resource Conservation and Recovery Act ( "RCRA "), 42 U.S.C. § 9601, et seq.; the Clean Water Act ( "CWA "), 33 U.S.G. § 1251 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300 et seq.; the Clean Air Act ( "CAA "), 42 U.S.C. § 7401 et seq.; the Hazardous Waste Control Law, California Health and Safety Code § 25025 et seq., the Carpenter- Presley - Tanner Hazardous Substance Account Act, California Health and Safety Code, Division 20; Chapter 6.8, the Hazardous Materials Release Response Plans and Inventory Act, California Health and Safety Code, Division -20, Chapter'6:95, The Underground Storage of Hazardous Substances Act, California Health and Safety Code, Division 20, Chapter 6.7, the Porter-Cologne Act, California Water Code § 13050 et_seq. and in any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the preceding laws or other similar federal, state or local laws, regulations, rules or ordinances now or hereafter in effect relating to environmental matters (collectively, "Environmental Laws "); including without limitation (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel, (E) asbestos, or (F) lead -based paint. (e) Rights of Third Parties. Optionor has not entered into any lease or other agreement for possession or sale with any person or entity, except City, pursuant to which such person or entity has any interest or future right or interest to occupancy, possession or use of all or any portion of the Property, except for those agreements listed on Exhibit "5" or any other agreements that may be listed in the Title Report, all of which City is encouraged to review in accordance with the provisions of this Agreement. (f) Bankruntcv. Optionor has not, and as of the Closing if City exercises the Option, Optionor shall not have (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Optionor's creditors, (iii) suffered the appointment of a El receiver to take possession of all, or substantially all, of Optionor's assets, which remains pending as of such time, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Optionor's assets, which remains pending as of such time, (v) admitted in writing its inability to pay its debts as they come due, or (vi) made an offer of settlement, extension or composition to its creditors generally. For purposes of this Agreement, whenever any representation, warranty; certification or other statement of Optionor is stated to be made to the "knowledge," "best knowledge," or "actual knowledge" of Optionor or any of its agents or representatives, such statement shall be deemed to refer to, and to be strictly limited and confined to, the present actual knowledge of [sPeeifY !Fvine Company points of eantaeq of an Miller, Senior Vice President. 12cyclopment; Danielle Sim, Senior Vice President, Property Operations, and without any obligation on the part of such persenngEto undertake any further investigation or inquiry (including without limitation any investigation or inquiry into files or into the content or effect of applicable laws). In no event shall such individuals have any personal liability on account of such knowledge or their designation for purposes of this paragraph. If Optionor becomes aware of any act or circumstance which would materially change or render materially incorrect, in whole or in part, any representation or warranty made by Optionor under this Agreement, whether as of the date given or any time thereafter, through the Closing Date and whether or not such representation or warranty was based upon Optionor's actual knowledge and/or belief as of a certain date, Optionor shall immediatelypi•ombtly deliver written notice of such changed fact or circumstance to City. In addition, if at any time prior to the termination written notice to City of such changed fact or circumstance, 42 Survival. All representations and warranties contained in Section 4.1 shall be true and correct on the date hereof, and Optionor's liability for misrepresentation of or breach of warranty; representation or covenant, wherever contained in this Agreement, shall survive the execution and delivery of this Agreement and the Closing for a period of twelve (12) months from the Closing Date, and thereafter Optionor shall have no liability with respect thereto; and provided further, however, Optionor shall have no liability whatsoever to City with respect to a breach of any of the representations and warranties herein contained if City obtains knowledge of a fact or circumstance the existence of which would constitute a breach of Optionor's representations and warranties hereunder prior to the Closing Date and City proceeds to Closing, in which event each representation or warranty shall be deemed automatically amended to conform with the knowledge of City as of the Closing Date; and Optionor shall have no liability whatsoever for such previously inaccurate representation or warranty. For the purposes hereof, City shall be deemed to have knowledge of any fact or circumstance set forth in any environmental assessment, soils, geological; physical condition or other report received by City prior to Closing, and the representations and warranties herein contained shall be deemed s3s easzs� ease -9- automatically modified to the extent information contained in any environmental assessment, soils, geological, physical condition or other report received by City prior to Closing is inconsistent with the matters covered herein. 4.3 Disclaimer of Further Representations or Warranties; AS -IS Sale. If City elects to exercise the Option to acquire the Property, City acknowledges it will have had an adequate opportunity to review. enter. inspect and assess the Property .and the EnQVSMV Documents, and all aspects thereof, and to investigate ts'neludinn without limitation the Property's physical characteristics and conditions, the nature and extent of anv environmental contamination within the Pr operty (and of anv steps to mmediate the samel• e condition of the soils within the Property, the geological condition of the Property and Property ++su +o. - development thereof. Upon the Close of Escrow, and except as otherwise expressly provided in this Agreement, City shall be deemed to have waived any, and all objections to the- eenditienM of the ?repefty oreeoing matters and Yo have accepted the Property in its present "AS -IS," "AlILTUDD TQ" .....,A4;__ 11 41[R719A At Y UATFT TC1f d.A hnwavar th.+ During the period between the execution of this Agreement and the expiration of the Option Period (and, if City timely exercises the Option, from that date until the Closing), (i) Optionor shall not further encumber or place any further liens or encumbrances on the Property, including, but not limited to, covenants, conditions, restrictions; easements, liens, leases, tenancies, or other possessory interests without the prior written consent of City which consent may be withheld by City in its sole discretion; provided, however, that City agrees that City's consent shall not be required, and Optionor shall have =the right to proceed with, any such encumbrances which by their terms shall terminate or be terminable by Optionor at or before the Closing (and provided further that to the extent any such encumbrances cause any material damage to the Property, Optionor shall repair such damage at or before the Closing); (ii) Optionor shall not take any affirmative action to cause physical damage to the Property, and shall not place or authorize to be deposited, stored, or placed on, in, or under any portion of the Property any Hazardous Materials other than in strict compliance with applicable federal, state, and local environmental laws and as may be appropriate and necessary to maintain and repair the Property (e.g., the use of minor amounts of pesticides to control weeds); and (iii) Optionor shall not take or permit to be taken any actions constituting waste of the Property and shall maintain or cause to be maintained the Property in substantially the same condition as exists on the date of this Agreement and, except in the ordinary course of business, Optionor shall not make any alterations to the Property. 6. DESIGN AND CONSTRUCTION OF CITY HALL. -10- 6.1 In the .event City exercises the option and acquires the Option gitePropeM, all construction by City on the Option S4eRLQp=e=r=ty shall be completed at no cost to Optionor and shall be performed in a manner reasonably tailored to minimize the disruption of the operation of neighboring properties. With respect to the City Hall improvements to be iniflly constructed by City on the Property if City exercises the Option, City agrees (i) prior to the award of any design contract for the proposed improvements, Optionor shall have thirty (30) days to review and comment on the proposed improvements and design plan, and (ii) after the design plans have been completed and prior to soliciting public bids for such improvements, Optionor shall have sixty (60) days' to review and comment on City's designed improvements or any significant changes thereto. Upon receipt of Optionor's comments, City shall give reasonable consideration to any suggestions provided by Optionor regarding the proposed improvements; provided, however; City is not required under this Agreement to implement any W The Conduit Area shall be located within 10 feet of the exterior boundaries of the portions of the Land immediately adjacent_ to any public r private street, 1[ �] proceeds with the de ign and development of the City Hall hpildinn and related -11- improvements the parties shall have the right to rely on the Conduit Area as so approved in writing by Optionor and City. Uc In connection with Ontionor's nrovision of comments to interests of Optionor and City described in clause (b) above l. (M The Conduit Area determined pursuant to the foregoing shall be delineated with reasonable precision and described in Exhibit " V to the form of Grant Deed to be delivered pursuant to the Escrow Instructions, 7. LIKE- KIND EXCHANGE. Notwithstanding anything to the contrary in this Agreement, City acknowledges and agrees that Optionor shall have the right at Closing, in lieu of receiving.the Purchase Price for the sale of the .Property, to exchange the Property (the "Tax -Free Exchange ") in a transaction intended to qualify as a tax -free exchange under Section 1031 of the Internal Revenue Code of 1986; as amended from time to time, and any regulations, rulings and guidance issued by the Internal Revenue Service (collectively, the "Code"). If Optionor elects to effect a Tax -Free Exchange pursuant to this Section, Optionor shall provide written notice to City prior to Closing, in which case Optionor shall enter into an exchange agreement and other exchange documents with a "qualified intermediary" .(as defined in Treas. Reg..§ J. 103 1 (k)- I (g)(4) of the Code) (the "Exchange Party "), pursuant to which Optionor shall assign all of its right, title and interest under this Agreement to the Exchange Party. City shall execute and deliver such documents as may be required to complete the transactions contemplated by the Tax -Free Exchange which are in form and substance reasonably acceptable to City, and otherwise cooperate with Optionor in all reasonable respects to effect the Tax -Free Exchange. City agrees that if Optionor elects to effect a Tax -Free Exchange pursuant to this Section, at Closing, City shall pay the Purchase Price to the Exchange Party and direct Escrow Agent to disburse the Purchase Price to the Exchange -Party. Notwithstanding the foregoing, (i) the Tax -Free Exchange shall not diminish City's rights; nor increase City's liabilities or obligations, under this Agreement, nor delay the Closing; (ii) Optionor shall pay for all fees, costs and expenses in connection with the Tax -Free Exchange; (iii) ) the purchase and sale of the Property shall not be conditioned upon the consummation of the 1031 exchange; (iv) in no event shall Optionor be relieved from liability under the Agreement or the Escrow Instructions to be executed in connection herewith including, esi10667s' 00966 -12- without limitation, with respect to representations and warranties of Optionor to City under this Agreement and its exhibits to the extent the same by their terms survive the Cloain l; (v) the consummation of the 1031 exchanges shall be at no liability, risk, fee or expense to the City; and (vi) the Optionor shall protect, indemnify, defend and hold City free and harmless from all losses, costs, claims, liabilities, lawsuits, demands and damages, including any attorneys' fees and expenses; incurred in ..enne,.tion thefevA4 as a consequence of effecting the transaction MISCELLANEOUS. 8.1 Attorney's Fees. If either party commences an action against the other to enforce any of the terms of this Agreement or because of the breach by either party of any of the terms of this Agreement, the losing party shall pay to the prevailing party its expert witness fees and its reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action, including appeal of and/or enforcement of a judgment. 8.2 Notices. All notices required to be delivered under this Agreement to the other party must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United States -mail, registered or certified; (iii) twenty -four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt of a telecopy or fax transmission; provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto. Notices delivered after 5:00 PM on a business.day shall not be-deemed to have been delivered until the following, business day. As used herein; business days shall exclude weekends and state and federal holidays. The parties' respective addresses for notices are as set forth below, (with such addresses subject to change from time to time if a notice of change of address is delivered in accordance with the notice provisions set forth herein: To Optionor: The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA 92660 -0015 Attn: General Counsel Facsimile; (949) 760 -0896 Copy to: Latham & Watkins LLP 600 West Broadway, Suite 1800 San Diego, CA 92101 -3375 Attn: Christopher W. Garrett Facsimile: (619) 696 -7419 5WQ6674-eeae saw s1+z�99ie? -13- To City: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Manager Facsimile: r 9491 Copy to: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Attorney Facsimile: (949)644 -3139 8.3 Assignment. Neither party shall, whether voluntarily, involuntarily, or by operation of law, assign all or any part of this Agreement or any rights hereunder without the other party's written approval, which approval may be withheld in the other party's sole and absolute discretion; except that (a) Ootionor may proceed with the Tax -Free Exchange in accordance with Section 7 hereof. and (b) City many assign its rights to another governmental entity 'controlled by City and solely for financing purposes (including without limitation a Instructions. Also, City may sPecify atax- exempt nominee controlled by City to whom title will be conveyed on the Closing Date if the Option is exercised. In connection with any assignment, any assignee shall execute all documents reasonably necessary to assume all of the obligations imposed under this Agreement as if the assignee were the original party to this Agreement. 8.4 Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Agreement. 8.5 Binding on Heirs. Subject to the limitations set forth in Section 644 above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. 8.6 Entire Agreement. With the exception of the Zoning Implementation and Public Benefit Agreement, and the Escrow Instructions if the Option is exercised by City, this Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and all negotiations and agreements, statements or promises between the parties hereto or their agents with respect to this transaction are merged in this Agreement, which alone expresses the parties' rights and obligations. No other prior agreements or understandings not contained or incorporated herein shall be binding or valid against either of the parties hereto. 8.7 Modification. Any amendments or modifications to this Agreement must be in writing and executed by both parties to this Agreement. ss 14- 8.8 Waivers. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be performed by the party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions thereof. 8.9 Interpretation; Governing Law; Forum, This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. Title and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter,gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. This Agreement shall be construed in accordance with the internal laws of the State of California in effect at the time of the execution of this Agreement without regard to conflict of law principles. Venue and jurisdiction of any action arising out of this Agreement shall exclusively be in any state or federal court sitting in the County of Orange, State of California. 8.10 Severabilitv. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 8.11 Authority to Execute. Each individual executing this Agreement on behalf of a party ,hereto warrants that (i) such party is duly organized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. 8.12 Execution in Counterpart. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. [signature page follows] 45_ IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the day and year first above written. "OPTIONOR" THE IRVINE COMPANY LLC, a Delaware limited liability company By: Its: By: Its: "CITY" CITY OF NEWPORT BEACH, a California municipal corporation Un Its: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 9&36 � -16- EXHIBIT "1 -A" TO OPTION AGREEMENT LEGAL LEGAL LOT INCLUDED WITHIN PARCEL The real orooerty described as A.P.N. 442- 081 -06 EXHIBIT "1 -B" TO OPTION AGREEMENT EXISTING ADJACENT PARCEL The real property described as A.P.N. 442 - 081 -08 EXHIBIT "2" TO OPTION AGREEMENT SITE MAP P� Q: 442 -08' �y lw �a PaJ 442 -081 -02' *30 P� 5_ aa2d 442 -081 -01 442 - 081-07 �pORT DENSER DRIVE EAST NE z--,-O-- 'NOT-TO-SCALE ' 0C 9 44281 -2 0 ;00 "�e EXHIBIT "3" TO OPTION AGREEMENT MEMORANDUM OF OPTION AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Clerk (Space Above For Recorder's Use) Exempt from the payment of a recording fee pursuant to Government Code 27383. MEMORANDUM OF OPTION AGREEMENT By this MEMORANDUM OF OPTION AGREEMENT ( "Memorandum ") entered into as of the _ day of , 2008, THE IRVINE COMPANY LLC, a Delaware limited liability company ( "Optionor" ), and4he CITY OF NEWPORT BEACH, a California municipal corporation ( "City "), the parties hereby agree as follows: L 1-- Optionor has granted to City an option (the "Option ") to acquire, that real property located in the City of Newport Beach, County of Orange, State of California, more particularly described in the legal description attached hereto as Exhibit "A" ( "Property"), in accordance with and subject to the terms and conditions set forth in that certain unrecorded Option Agreement dated December _, 2007 ( "Option Agreement"). The Option Agreement has an "Effective. Date" of . The terms and provisions of the Option Agreement are incorporated herein by this reference as if fully set forth below. Capitalized terms utilized in this Memorandum which are not expressly defined herein shall have the meaning given to them in the Option Agreement. L The Option to purchase shall terminate, to the extent not exercised, on the date set forth in the aforesaid Option Agreement and shall otherwise be subject to the terms and conditions contained therein. In any event, this Memorandum shall terminate no later than &rty -eight (48) months after the. Effective Date. 3 3—This Memorandum is intended only to memorialize the existence of the Option Agreement and does not constitute an amendment or modification thereof. In the event of any inconsistency between this Memorandum and the terms and conditions set forth in the Option Agreement, the Option Agreement shall prevail and control. [signature page follows] -1- IN WITNESS WHEREOF, Optionor and City have entered into this Agreement as of the date set forth above. ATTEST: City Clerk APPROVED AS TO FORM: City Attorney "OPTIONOR" THE IRVINE COMPANY LLC, a Delaware limited liability company By Its: By Its: "CITY" -2- CITY OF NEWPORT BEACH, a California municipal corporation C Its: STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , before me, , Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On before me, Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL] 53s 0096 3- STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On before me, Notary Public, personally appeared , personally known to me '(or 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. Witness my hand and official seal. [SEAL] Notary Public lie EXHIBIT "A" TO MEMORANDUM LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of Newport Beach, County of Orange, State of California, described as follows: [to be inserted] 513868916S6.951 aL 03AP —I- EXHIBIT "4" TO OPTION AGREEMENT I MAN 1 1 .L n aminated properties within the vicinity of the Land or of the nature or extent of any such contamination It is recommended that City satisfy it elf as to the effect of the sites described herein (or any other sites) on the condition of the Land Bayside Cleaners 1056 S. Bayside Drive, Newport B ach. A heiron experienced a petroleum product release from their under ro and fuel stora e status of this site can be obtained fr m regulator * a en v Former Texaco Service Station Jamboree /San Joaquin Hills Road, Newport Beach. CA Te aco experienced a petroleum product release from their underground fuel storage tank system resulting in contamination of site soils and groundwater, Texaco has conducted sile can be obtained from regulatory agencies, Former Mobit Service Station , ambdree/Pacific'Coast Hi bwav Newport Beach CA Mobil experienced a petroleum product release from their underground fuel storage tank system resulting in contamination of site soils and groundwater. The tation was demolished in March 1988 and subsequent remedial activities conducted Mobil has Former Shell Service Station amboree/Pacific Coast Highway, Newport Beach. CA Shell experienced a petroleum product release from their underground fuel storage tank monitoring under regulatory agency oversight is continuin . Newport Center Cleaners 21 Newport Center Drive. CA During a preliminary investigation, low concentrations of the dry cleaning solvent P E wa The Island Hotel 'ifornierlv'Four Seasons HoteI 690 Newport Center Drive. NeWpQrtB: ach. Four Season's experienced a petroleum product release from. their underground fug Newport Auto Center 445 East Coast Highway, Newport Beach. CA Newport Auto Center experienced a petroleum product releaseleom their underground fuel stora: a tank system resulting in contamination of-site soils and groundwater. The underground tanks have been removed, and subsequent 'remedial activitie conducted. Ouarterly monitoring and renorting to regulatorvagencies is continuing Dending site closure. EXHIBIT "5" TO OPTION AGREEMENT LIST OF AGREEMENTS NONE :sssrasszsa -easy 4 EXHIBIT "6" TO OPTION AGREEMENT Escrow No. Date of Opening of Escrow: To: First American Title Company ( "Escrow Holder ") 2 First American Way Santa Ana, CA 92707 Attention: Escrow Officer Telephone: This AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS ( "Agreement ") is made this day of by and between THE IRVINE COMPANY LLC, a Delaware limited liability company ( "Seller "), and4he CITY OF NEWPORT BEACH, a California municipal corporation ( "Buyer "). RECITALS: A. Seller is' the owner of that certain real property comprised of approximately 53-,QW5AM square feet of land area, located in the. City of Newport Beach, County of Orange, State of California, more particularly described. in Exhibit "A" attached hereto ("Property"). B. B. Seller and Buyer previously executed that certain Option Agreement dated December _, 2007. All of the terms, conditions, provisions and covenants of the Option Agreement are incorporated in this Agreement -by reference as though written out at length herein and the Option Agreement and this Agreement shall be deemed to constitute a single instrument or document. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Option Agreement. C C-, —By its execution of this Agreement, Buyer has exercised its option to purchase the Property. NOW, THEREFORE; the parties hereto agree as follows: 1. Purchase and Sale of Property. ,Subject to all of the terms, conditions„ and provisions of this Agreement, and for the consideration herein set forth, Seller agrees to convey the Property to Buyer and Buyer agrees to purchase the Property from Seller. 2. Purchase Price. 2.1 Amount of Purchase Price. The purchase price which Seller agrees to accept and Buyer agrees to pay for the Property is , and shall not be subject to any escalation or increase for any reason. The .Purchase Price is all- inclusive of Seller's interest in the Property and the rights and obligations which exist or may arise out of the acquisition of the Property, as more fully explained in Section 6 of this Agreement. -1- 2.2 Payment of Purchase Price. On the Closing Date, Buyer shall deposit with Escrow Holder in "good funds" payable to Seller a sum equal to the Purchase Price. The term "good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, or cash. 3. Escrow 3.1 Opening of Escrow; Closing Date. Pursuant to Section 1.5 of the Option Agreement, the Escrow shall be deemed opened on the date that Buyer executed and delivered this Agreement to Seller and that date shall be inserted on the first page of this Agreement as the date. of the Opening of Escrow. Escrow shall close on or before the date that is thirty (30) days after the Opening of Escrow ( "Closing Date "). The terms the "Close of Escrow," and/or the "Closing" as used - herein shall mean the date Seller's Grant Deed is filed for record by the Escrow Holder in the Office of the County Recorder of Orange County, California. 3.2 Escrow Instructions. This Agreement, together with any standard instructions of Escrow Holder, shall constitute the joint escrow instructions of Seller and Buyer to Escrow Holder as well as an agreement between Seller and Buyer. In the event of any conflict between the provisions of this Agreement and Escrow Holder's standard instructions, this Agreement shall prevail. 3.3. Deliveries by Seller. On or before 1 :00 p.m. on the- business day preceding the Closing Date; Seller shall will deposit with Escrow Holder the following: (a) an executed and acknowledged grant deed conveying fee title to the Property to'Buyer in the form attached hereto as Exhibit "B" ( "Grant Deed"); (b) a certificate of non - foreign status and California Franchise Tax Board Form 597, each executed by Seller and prepared by Escrow Holder; and (c). such funds' and other items and instruments, executed and acknowledged if appropriate; as may be reasonably necessary in order for the Escrow Holder to comply with this Agreement. 3.4 Deliveries by Buyer. On or before 1 :00 p.m. on the business day preceding the Closing Date, Buyer shall deposit with Escrow Holder, the. following: (a) a Preliminary Change of Ownership Statement completed in the manner required in Orange County; and (b) all additional funds and/or documents, executed and acknowledged (if appropriate) which are reasonably necessary to comply with the terms of this Agreement, other than the Purchase Price. On the Closing Date and provided Escrow Holder has received all closing documents and is in a position Ito close the Escrow, Buyer shall deliver the Purchase Price to Escrow Holder. 3.5 Closing, Recording and Disbursements. On the Closing Date, and provided all of the conditions to closing set forth in Sections 4.1 and 4.2 of this Agreement have been satisfied or waived in writing by the appropriate party, Escrow Holder shall take the following actions: (a) . Recording. Escrow Holder shall inseFt the Ptifehase Mee in th ,.laPAE in Seetion 4.1 of , &aRt Deed md thereafter ause the Grant Deed to be recorded in the Official Records of Orange County, California. (b) Disbursement of Purchase Price, Escrow Holder shall disburse the Purchase Price to Seller after deducting therefrom the escrow and closing costs and prorations chargeable to Seller under Sections 3.7 and 3.8 of this Agreement. (c) Title Policy. Escrow Holder shall deliver to Buyer the Title Policy referred to in Section 4.2(b) of this Agreement. (d) Delivery of Documents. Escrow Holder shall deliver to the parties conformed copies of the Grant Deed and any other documents (or copies thereof) deposited by the parties with Escrow Holder pursuant to this Agreement. The original of the Grant Deed shall be returned to Buyer after recordation. 3.6 Possession. Seller shall deliver the Property to Buyer at the Close of Escrow, free and clear of all tenancies, lessees, occupants, licensees, and all possessory rights of any kind or nature. 3.7 Payment of Costs. The premium for the Title Policy attributable to CLTA standard owners coverage shall be paid by Seller. Buyer shall pay for any additional title coverage requested by Buyer, including the difference between a CLTA standard owner's policy and an ALTA extended owner's policy, and any endorsements required by Buyer. Seller shall pay all documentary transfer taxes payable in connection with the recordation of the Grant Deed. The escrow- fee of Escrow Holder shall be shared equally by Seller and Buyer; provided, however, if the Close of Escrow has not occurred by the Closing Date by reason of a default hereunder, the defaulting party shall bear all Escrow cancellation charges. All other costs and expenses of Escrow not specifically allocated in this Agreement shall be allocated between Buyer and Seller in accordance with customary practice in the county in which the Property is located. 3.8 Real Property Taxes. Buyer is a public entity and is not required to pay property taxes. Seller shall cause all property taxes and assessments as of Closing to be paid when due. Seller may apply for a refund for any portion of taxes and assessments paid by Seller and allocated to any period after the Closing Date, in accordance with the applicable provisions of the Revenue and Taxation Code. 3:9 IRS Reporting Responsibilities. Any returns, statements or reports required to be filed under Section 6045(e) of the Internal Revenue Code of 1986 (or any similar reports required by state or local law) relating to the Property shall be filed by Escrow Holder. In no event shall this Agreement be construed so as to require that such returns, reports or statements be filed by Seller or Seller's counsel or Buyer or Buyer's counsel. Escrow Holder shall provide evidence to Seller and Buyer of its compliance with the provisions of this Section 3.9. 4. Conditions Precedent to Close of Escrow. 4,1 Conditions to Seller's Obligations._ Seller's obligations to convey the Property and close the Escrow shall be subject to the satisfaction or written waiver by Seller of each of the following conditions precedent: (a) Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller pursuant to this Agreement; and (eh) Buyer is not in default of any term or condition of this Agreement erg the 9ptiertDevelonment Agreement_ shall continue to be in full force and effect. 4.2 Conditions to Buyer's Obligations. Buyer's obligation to purchase the Property and close the Escrow shall be subject to the satisfaction or written waiver by Buyer of each of the following conditions precedent: (a) Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement; (b) First American Title Insurance Company is irrevocably committed to issue to Buyer a CLTA standard, or at Buyer's election, an ALTA extended coverage owner's policy of insurance, with liability in the amount of the Purchase Price, showing fee title to the Property vested in Buyer, subject only to the Approved Title Exceptions referred to in Section 3.2 of the Option Agreement ( "Title Policy"); and (c) all representations and warranties made by Seller in this Agreement and the Option Agreement are true and correct as of the Closing as thoughtthom made at that time, and Seller is not in default of any term or condition of this Agreement or the Option Agreement. (d): Buyer shall have approved, ;subject to acquisition of the Property, the award of a construction contract for construction of the City Hall of the City of Newport Beach. . 4.3 Satisfaction of Conditions. Where satisfaction of any of the foregoing conditions 'requires action by Seller or Buyer, each party shall use its diligent efforts, in good faith, and at its own cost, to satisfy such condition. 4.4 Termination. In the event each of the conditions set forth in Section 4.1 is not fulfilled on the Closing Date or waived by Seller, Seller may, at its election, terminate this Agreement and the Escrow opened hereunder. In the event that the conditions set forth in Section 4.2 are not fulfilled on the Closing Date or waived by Buyer, Buyer may, at its election, terminate this Agreement and the Escrow opened hereunder. Notwithstanding the foregoing, if Escrow is not in a position to close due to a party's failure to deposit into Escrow any documents or funds required to close Escrow, the non- defaulting party shall have the right to terminate this Agreement without first having given the defaulting parry notice of the default and seven (7) days to ,cure the default, with the understanding that it is the parties' desire that this Agreement not terminate as a result of a technicality such as a party's inadvertent failure to timely make a deposit into Escrow. In the event this Agreement is terminated, all documents delivered by Seller to Buyer or Escrow Holder shall be returned immediately to Seller and all .documents and funds delivered by Buyer to Seller or Escrow Holder shall be returned immediately to Buyer. Nothing in this Section 4.4 shall be construed as releasing any party from liability for any default of its obligations hereunder or breach of its representations and warranties under this Agreement or the Option Agreement occurring prior to the termination of this Agreement and/or the Escrow. -4- 5. Property Purchased "AS- IS "— Buyei� e e e for Seller's express representations and warranties set forth in this Agreement or the Option Agreement (or in a" ethef agfe ..« e l y i ated inte the Opts A , .. it is objections to any of the foregoing matters and to have accented the Property in its then re en 'AS -IS," "WHERE -IS" eend itie ," "WITH ALL FAULTS," er ....«....e any kind 4em Seiler, as fnere pai4ioul rly provided f p in! condition and period of time set forth in Section 4.2 of the Option Agreemeht. Further, Seller shall have no liability whatsoever to Buyer with 'respect to ' a breach of any of the representations and warranties set forth in this "Agreement or 'the' Option Agreement if Buyer obtains aettW knowledge of a fact or circumstance the existence of which would constitute a breach of Seller's representations and warranties hereunder prior to the Closing Date and Buyer proceeds to Closing, in which event each representation or warranty shall be deemed automatically amended to conform with the knowledge of Buyer' as of the Closing Date, and Seller shall have no liability whatsoever for such previously inaccurate representation or warranty. For the purposes hereof, Buyer shall be deemed to have aetual knowledge of any -fact or circumstance set forth in any environmental assessment, soils, geological, physical condition or other report received by Buyer prior to Closing, and the representations and warranties herein contained shall be deemed automatically modified to the extent information contained in any environmental assessment, soils; geological, physical condition or other report received by Buyer 'prior to Closing is inconsistent with the matters covered herein. this Agreement, and as owner, principal, director, partner, shareholder, agent, or (hereinafter referred to as a "Similar Provision"). Thus; Buyer and each of them, and any business, enterprise. or venture in which it is involved, may not invoke the benefits of Buyer's Initials: 6. Relocation: Release. 'Seller acknowledges and agrees that a portion of the Purchase Price represents Buyer's payment to Seller for Seller's relocation from the Property. Buyer's payment to Seller of said amount shall constitute full and complete satisfaction of any obligation Buyer may have for providing relocation assistance to Seller and paying its relocation costs required to comply with all applicable federal, state and local laws, rules and regulations arising out of, based upon, or relating to, relocation assistance or benefits owing under Government Code § 7260 et seq., Title 25 of the California Code of Regulations, Section 6000 et seq., or under any other federal, state or local relocation statutes, regulations or guidelines, including but not limited to, -any such,regulations,or guidelines of Buyer. , Seller, for itself and for its agents, successors, assigns, and all entities related to any of the foregoing, and on. behalf of all persons claiming any interest in. the .Property or this Agreement fully releases, acquits and discharges the.Buyer. and its officers, officials, members, directors, employees, attorneys, accountants, other professionals, ' insurers, and agents, and all entities, boards; commissions, and bodies related to any of them (all of the foregoing, collectively, the "Released Parties" ),.from all rights„ claims, demands, actions or causes of action that Seller, or any of them, has or may have against the Released Parties arising out of or related to Buyer's acquisition of the Property or the displacement of Seller from the Property, including, but not limited to all of Seller's property rights and interests in the Property, and including but not limited to relocation benefits and assistance, all leasehold interests and rights of tenancy or occupancy, all improvements, all improvements pertaining to the realty, furniture, fixture, and equipment, business goodwill, lost income (past or future), failure to locate a suitable replacement location, ,lost rental income or sublease or license income, severance damages, pre -. condemnation damages, if any, economic or consequential damages, professional consultant fees, anomey's fees and costs, expert witness fees and costs, interest , all other costs, and any and all compensable interests, and/or damages, and /or claims of any kind and nature, claimed or to be claimed, suffered or to be suffered, by Seller, and any of them, by reason of Buyer's acquisition of the Property or Seller's displacement from the Property. Seller, on behalf of itself and its agents, successors, assigns, and all entities related to any of the foregoing, and on behalf of all persons claiming any interest in the Property or this Agreement, and as owner, principal, director, partner, shareholder, agent, or representative of any business, enterprise„ or venture, expressly waive any and all rights under Section 1542 of the Civil Code of the State of California, or any other federal' or state statutory rights or rules, or principles of common law or equity, or those of any jurisdiction, government, or political subdivision thereof, similar to Section 1542 (hereinafter referred to as a "Similar Provision"): Thus, Seller and each of them, and any business, enterprise, or venture in which it is involved, may not invoke the benefits of Section 1542 or any Similar Provision in order to prosecute or assert in any manner claims released hereunder. Section 1542 provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY, AFFECTED HIS SETTLEMENT WITH THE DEBTOR." Seller's Initials: In the event any occupants or lessees of the Property shall be entitled to relocation assistance, Seller shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs required to comply with all applicable federal and state laws, rules, and regulations. Seller shall indemnify, defend, and hold Buyer and the Buyer harmless from and against any claims, liabilities, damages, or losses made against it by tenants or occupants of the Property, including without limitation claims for relocation assistance and inverse condemnation. 7. Miscellaneous. 7.1 Attorney's Fees. If either party commences an action against the other to enforce any of the terms of this Agreement or because of the breach by either party of any of the terms of this Agreement, the losing party shall pay to the prevailing party its expert witness fees and its reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action, including appeal of and/or enforcement of a judgment. 7.2. .Notices. All notices required to be delivered under this Agreement to the other party must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United States mail, registered or certified; (iii) twenty -four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt of a telecopy or fax transmission, provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other parties hereto. Notices delivered after 5:00 PM on a business day shall not be deemed to have been delivered until the €ollowing'business day. As used herein, business days shall exclude weekends and state and federal holidays. The parties' respective addresses for notices are as set forth below, (with such addresses subject to change from time to time if a notice of change of address is delivered in accordance with the notice provisions set forth herein: To Seller: The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA 92660 -0015 Attn: General Counsel -7- Facsimile: (949) 760 -0896 Copy to: Latham & Watkins LLP 600 West Broadway, Suite 1800 San Diego, CA 92101 -3375 Attn: Christopher W. Garrett Facsimile: (619) 696 -7419 To Buyer: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Manager Facsimile: r '949) 644 -3020 Copy to: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Attorney Facsimile: (949) 644 -3139 7.3 Assignment. Neither party shall, whether voluntarily, involuntarily, or by operation of law, assign all or any part of this Agreement or any rights hereunder without the other party's written approval, which approval may be withheld in the other party's sole and absolute discretion, except that (a) Seller may proceed with the Tax -Free Exchan a in accordance with Segfign 7 of the Option A rument. and (b) Buyer many assign its rights to another governmental entity c n rolled by Buyer and solely for financing purposes (including without limitation a public financing authority), provided that (i) the nominee is a tax hereunder and under the Option A reement. Also, Buyer may specify atax- exempt nominee rolled by Buver to whom title will be conveyed on the Closing Date. In connection with any assignment, any assignee shall execute all documents reasonably necessary to assume all of the obligations imposed 'under this Agreement as if the assignee were the original party to this Agreement. 7.4 Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Agreement. 7.5 Binding on Heirs. Subject to the limitations set forth in Section 7.3 above, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. 7.6 Entire Agreement, With the exception of the Development Agreement any written implementation afire ments that may have been entered into by and between Seller and Buyer pursuant to SectiQn 4.8:2 of the Development -Agreement, and the Option Agreement, this Agreement contains the entire agreement of the parties hereto with respect to the matters covered hereby, and all negotiations and agreements, statements or promises between the parties hereto or their agents with respect to this transaction are merged in this Agreement, which alone expresses the parties' rights and obligations. No other prior agreements or understandings not contained or incorporated herein shall be binding or valid against either of the parties hereto. 7.7 Modification. Any amendments or modifications to this Agreement must be in writing and executed by both parties to this Agreement.. 7.8 Waivers. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach-of any of the covenants, conditions or agreements hereof to be performed by the party shall not be construed as a waiver of any succeeding breach of the same or other covenants,'agreements, restrictions or conditions thereof 7.9 Interpretation; Governing Law; Forum. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. Title and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. This Agreement shall be construed in accordance with the internal laws of the State of California in effect at the time of the execution of this Agreement without regard to conflict of law principles. Venue and jurisdiction of any action arising out of this Agreement shall exclusively be in any state or federal court sitting in the County of Orange, State of California. 7.10 Severability. If any term,- provision; condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, -the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby,, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 7.11 No Merger. Subject to Section 4.2 of the Option Agreement, the provisions of this n._. ^t ase ^ g- °°ff°^ *these Escrow Instructions and the Option Agreement shall survive the Close of Escrow and shall not be merged with the Grant Deed. 7.12 Broker Commissions. Seller and Buyer each represent and warrant to the other that it has not engaged any broker or finder in this transaction and that no broker or finder is entitled to any commission or finder's fee in connection with this transaction as a result of its actions or agreement, and Seller and Buyer shall indemnify, defend and hold harmless each other from any claim to any such commission or fee resulting from any action or agreement of or by the indemnifying party. 7.13 Authority to Execute. Each individual executing this Agreement on behalf of a party hereto warrants that (i) such party is duly organized and existing, (ii) he or she is duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the -9- entering into this Agreement does not violate any provision of any other agreement to which said party is bound. 7.14 Execution in Counterpart, This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. [signature page follows] -10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of Real Property and Escrow Instructions as of the date first above written. ATTEST: City Clerk APPROVED AS TO FORM: City Attorney "SELLER" THE IRVINE COMPANY LLC, a Delaware limited liability company By Its: By Its: "BUYER" CITY OF NEWPORT BEACH, a California municipal corporation In Its: -11- EXHIBIT "A" TO ESCROW INSTRUCTIONS LEGAL DESCRIPTION OF PROPERTY That certain real property located in the City of Newport Beach,; County of Orange, State of California, described as follows: [to be inserted] EXHIBIT `B" TO ESCROW INSTRUCTIONS GRANT DEED City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Attn: City Clerk (Space Above For Recorder's Use) The undersigned grantor(s) declare(s) that this transaction is This document is being recorded for the benefit exempt from the payment of a documentary transfer tax of the City of Newport Beach and is exempt pursuant to Revenue and Taxation Code Section 11922. from payment of a recordation fee pursuant to Government Code_ S ^^Sidi 6tft3' anYl 27383. GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE IRVINE COMPANY LLC, a Delaware limited liability company, successor -in- interest to The Irvine Company, a Michigan corporation ("Grantor "), hereby grants to the —.CITY OF NEWPORT BEACH, a California municipal corporation ( "C*anteeU "), that certain real property located in the ^City of Newport Beach, County of Orange, State of California, described in the legal description attached hereto as Exhibit "I" and incorporated herein by this reference (the "Burdened Property "), subject to{A) all exceptions of record; and 'nen4ng —to the following rights reserved to the Grantor; for the benefit of the owner (the "Benefited Party") of fee title to the real roe a e °� °' °T °' �° ° °' described in Exhibit "T, the Y) P P rtY ° ( "Benefited Property"), the rights , F h in this e etien (B) in the a °.,t the a °r °Fted PaA5, is entity, sia+e eF is of ° eh ft entity binding the Benefited °°° presently' owned by J rantor- eovenaxitr eservation of Oil, Mineral, -and Water Rights, Benefited Party: its successors Ll Any and all oil, oil rights, minerals, mineral rights. natural gas Property, together with the perpetual right of drilling, mining, exploring and operatin Any and all water, rights or interests therein, no matter how acquired by Grantor, and owned or used by Grantor in connection with or with re pect to e Burdened Property, together with the right and power to explore, drill, r drill. remove ..2. Reservation of Right to Run Any such conduits shall be constructed or installed at a depth below the finish urface Properly will be able to construct in tall • and maintain' landscaping (including. plant materials other than deep- rooted trees and irrigation equipment) and hardscape (including 863618.01 2- foregoing, shall ensure that adequate pedestrian and vehicular access is maintained at all RAN SM0667510 96 have been granted to the City, by easement and pursuant to the Development Agreement, ' Outside Date to Commence Construction Subject to an "Commencement Failure Purchase Notice" 1 to- City of its intent to'purcha a the Burdened njit commenced within sixty (60) days after the date City receive uch notice. then: w 1� m by and between Grantor and the City (the "Purchase Agreement ") and rmirding the deed and for the premium for any title insurance requested by the Benefited Party. . All other costs or expenses shall be allocated between the 31 Outside Date to Complete Construction. Subject to an extension of time for the period of any force maieure delay, if City fails to complete Notice")* to City of its intent to purchase the Burdened Prop'ero. If the Benefited Party timely delivers such a Completion Failure'Purchase Notice pursuant to the foregoing (or'if w desi nee) on a closing date that is selected by the Benefited Party and that is no -5- he purchase price payable by Benefited Party to the owner of fee title to the Burdened Property for the purchase of the Burdened Property pursuant to this Section shall be the greater of the following: O The lower of the amount set forth in clause {A) 1 below: W an amount equal to the fair market value of the Propedy at its highest and best use and without regard to the restrictions set fortb in this Deed other than the restrictions set forth in 1. 2. the Burdened Property then the Fair Market Value shall be determined in fie (105) days after City's receipt of the Completion Failure Purchase Notice, the City and the Benefited Party each shall procure an appraisal of of the two appraisals shall be deemed to be the Fair Market Value. If. ver, the two appraisals differ by more than five (5 %) percent of the I on the Property. If within twenty (20) days after the appointment of the third Appraiser the Benefited Party and the City have not agreed on the Fair appraisals is the closest to the third Appraiser's opinion of 'Fair Market Value considering all of the facts and circumstances.' The City and the B nefited Party shall bear the fees of the Appraiser each appoints. The fees of the third Appraiser shall'b'e paid as follows: (A) if the third Appraiser selected the appraisal of the Appraiser appointed by* the Benefited Party. Party agree to a Fair Market Value after the appointment of the third Appraiser but before the third Appraiser selects an appraisal as the Fair Market Value of the Burdened Property, then the fees of the third Appraiser u shall be born.equally between City and the Benefited Party. As used herein modified or discontinued the most nearly, equivalent successor design atiopl: . W) the sum of (1) the cash purchase price aid by City in acquiring the Burdened Property pursuant to the Purchase Benefited Party may ask the third Appraiser to determine the amount, in which case the third Appraiser shall establish procedures for the submission Section 3.3(b)(i)• and At the closing of the. transfer contemplated by this Section,* City shalt cause fee title to the Burdened -Property to -be transferred to the 3A Force Maieure Delay,. As used in this Section 3, the phrase 7- 4.2 Ci . all Uses. From and after completion of the Initial City Hall, City may use the Burdened Property exclusively for the following ournoses (collectively. the "City Hall Uses"), W City may use the City Hall as the seat of government for the City of Newport Beach In-such event the City Hall shall contain the chambers of he City Council and the offices of the Mayor, the City Council members and the Citv Manager. public): (ii) sales by City or a City Affiliate of signs, shirts, or other merchandise of goods, food or beverages, but only if such sale are ancillary to the events and the Uc CRY from time to time may remodel, renovate or refurbish the City Hall improvements, provided that -(i) before Comm ncin any -8- rchitectural style of North Newport Center. and (D) shall consist of no more than 1,000 square feet of Floor Area within the building improvements within the City all building for each 4.17 parking spaces within the Parking'Structure that have 4.3 construed as an operating covenant. 5. Transfers Notwithstanding any other provisions of this Deed to the 51 Financing, City may enter into leases, leasebacksand any financing, provided in each case that such transactions or arrangements (i) shall be In this regard, the owner: of the Benefited - Property shall cooperate_with.City in furtherance exercising remedies as a consequence of a default or breach by City hereunder, to provide notice to the lender (or similar party under the - financing) of such event, and fur_therto 5.2 appropriate for the provision of utilities in connection with the development of the site as 5.3 Affiliates. City may assign interests in the Burdened Property to entities controlled by City, including without limitation to a public financing authority ("Affiliates"), provided that no such Affiliates shall further sell, lease, assign, encumber or otherwise transfer such interests except in accordance with this Section S. 4 Repurchase Right. in -the > Event of Transfer Prior -to Initial City Hall. City.sells,.leases, assigns, encumbers or. otherwise transfers an interest in pursuant to Section 3.2. 53a06645 0086 -9- 5_5 Repurchase Rights in the )±vent of Transfer Prior to omoletion of Initial City Hall If subsequent to commencement of construction of the hall have the right to deliver a Completion Failure Purchase Notice pursuant to See tion consummating any such trap fer ity first shall cause the owner of fee title to the Burdened Property to provide to the Benefited Party a written summary of the price and it any, concerning the Burdened Propert,). Tor; a period of thirty (0) days followin such effect to City. If the Benefited Party timely elects to acquire the he Benefited Party that is no more than one hundred fifty (150) days after delivery to Benefited Part, of the Offer Notice City (directly or indirectly) than the terms described in the Offer Notice aasier�zs� -easy sssbia:ea -ems as e� -10- opportunity to elect to acquire .the offered interest in the Burdened. Property in accordance with this Section 5.6. ij document in accordance with the requirements of this Deed. then: (A) the Benefited Party's right to purchase the Burdened Property in accordance with this Section 5.6 provisions of such Sections, 557 possessory interest in the Burdened Property except as expressly authorized herein. & After First _ -25 Years. From and .after the twenty -fifth (25` ) discretion, provided that: w 6.2 Burdened Property first shall provide plans for the proposed changes to the Benefited arty for review and comment (but not for approval: and &3 notwiMstanding Section 6.2, the owner of fee title to the to be compatible in design and functionality with the Parking Structure improvements (it being recognized by Benefited Party, however, that subject to the provisions of this paragraph the improvements on the Burdened Property may have a distinctive architectural style). (iii) shall not be remodeled, renovated or.refurbished in a post- modern " econstructivist" style that is out of character with the existing architectural style. o Property and (ii) 72.000 square feet. Z 3- Attorney's Fees. If either party commences an action against the other to enforce any of the terms of this Deed or because of the breach by either party of any of the terms of this Deed, the losing party shall pay to the prevailing party its expert witness fees and its reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action, including appeal of and/or enforcement of a judgment. 4.- Notices. All notices required. to be delivered under this Deed to the other party must be in writing and shall be effective (i) when personally delivered by the other party or messenger or courier thereof; (ii) three (3) business days after deposit in the United States mail, registered or certified; (iii) twenty -four (24) hours after deposit before the daily deadline time with a reputable overnight courier or service; or (iv) upon receipt of a telecopy or fax transmission, provided a hard copy of such transmission shall be thereafter delivered in one of the methods described in the foregoing (i) through (iii); in each case postage fully prepaid and addressed to the respective parties as set forth below or to such other address and to such other persons as the. parties may hereafter designate by written notice to the other parties hereto. Notices delivered after 5:00 PM on a business day shall not be deemed to have been delivered until the following business day. As used herein, business days shall exclude weekends and state and federal holidays. The parties' respective addresses for notices are as set forth below, (with such addresses subject to change from time to time if a notice of change of address is delivered in accordance with the notice provisions set forth herein, in which case the parties upon To GrartterBenefited Party; The Irvine Company LLC 550 Newport Center Drive Newport Beach, CA 92660 -0015 Attn: General Counsel R......imile. (949):760,089 Copy to San Diego CA 92101 3375The Irvine Company LLC 550 Newport Center Drive ewnort Beach. A 92660-0015 Attn: Chfist, phe -- . sett Fae im_le! (619) 696 7A; -9 Chieff Operations Officer To fttee City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Manager Faesirrtil =74 -12- Copy to: City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, CA 92663 -3884 Attn: City Attorney c......:... ile: (949) 644 3139 _ = =fir E. 3 —Time of the Essence. Time is of the essence with respect to each of the terms, covenants, and conditions of this Deed. 10. 7-- Entire Agreement. , the Optien Agy-eement, and the AgreeffietA for Pufehase and Sale of Real Property and Eser-e inst ue4ions between CrantO{ and Gfantee —dated , thisTbis Deed contains the entire agreement of the parties hereto with respect to the matters covered hereby. No other prior agreements or understandings not contained or incorporated herein shall be binding or valid against either of the parties hereto with respect to the subject matter set forth herein. 11.. 8— Modification. Any amendments or modifications to this Deed must be in writing and executed by both 8fanteeLity and Benefited Party. 12. 9—.Waivers. No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Deed shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party hereto of a breach of any of the covenants, conditions or agreements hereof to be" performed by the party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions thereof. U Estoppel Certificates. The owner of the Benefited Property and the the Benefited Property. Further, the owner of the Benefited Property encumber it 14 -13 -- 11 I$- Interpretation; Governing Law; Forum. This Deed shall be construed according to its fair meaning and as if prepared by both parties hereto. Title and captions are for convenience only and shall not constitute a portion of this Deed. As used in this Deed, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. This Deed shall be construed in accordance with the internal laws of the' State of California in effect at the time of the execution of this Deed without regard to conflict of law principles. Venue and jurisdiction of any action arising out of this Deed shall exclusively be in any state or federal court sitting in the County of Orange, State of California. J. 44— Severability. If any term, provision, condition or covenant of this Deed or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Deed shall be valid and enforceable to the fullest extent permitted by law. 17. 4-2--Authority to Execute. Each individual executing this Deed on behalf of a party hereto warrants that (i) such party is duly organized and existing, (ii) he or she is duly authorized to execute and deliver this Deed on behalf of said party, (iii) by so executing this Deed, such party is formally bound to the provisions of this Deed, and (iv) the entering into this Deed does not violate any provision of any other agreement to which said party is bound. I 'TExecution' in Counterpart. This Deed may be executed in several counterparts, and all so executed shall constitute one agreement binding on .all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. 11 Runs With the Land', In accepting this Deed, City hereby agrees to all any Benefited Partvl under -this Deed shall run with ownership'of the Benefited Property. Dated THE IRVINE COMPANY LLC, a Delaware limited liability company By: Its: 538/0667510e96 863618. o4-� -14- 1-3 -15- STATE OF CALIFORNIA ) ) ss COUNTY OF ORANGE ) On before me, Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL] STATE OF CALIFORNIA ) ).ss COUNTY OF ORANGE ) On before me, Notary Public, personally appeared personally known to me (or 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. Witness my hand and official seal. [SEAL] Notary Public -16- CERTIFICATE OF ACCEPTANCE This to certify that the interest in real property conveyed by the foregoing Grant Deed, from The Irvine Company LLC to the City of Newport Beach, is hereby accepted by the undersigned officer of the City of Newport Beach, on behalf of the City of Newport Beach, pursuant to authority conferred by Resolution No. of the City Council of the City of Newport Beach adopted on and the gteeQ1V of Newport Beach consents to al all rieht reserved to the Benefited Party as described in said Deed and tbl the recordation theree €2_f said Deed by its undersigned duly authorized officer. CITY OF NEWPORT BEACH, a California municipal corporation C Dated: ATTEST: City Clerk STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) On before.me, Notary Public, personally appeared , personally known to me (or 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. Witness my hand and official seal. Notary Public [SEAL] 863618.91 al!*9407 -17- EXHIBIT "1" TO GRANT DEED LEGAL DESCRIPTION OF BURDENED PROPERTY That certain real property located in the City of Newport Beach, County of Orange, State of California legally described as follows: [to be inserted] 512464751 0096 e: —15- EXHIBIT "T' TO GRANT DEED LEGAL DESCRIPTION OF BENEFITED PROPERTY That certain real property located in the City of Newport Beach. County of Orange. State of California legally described as follows: ISee next nagel LEGAL DESCRIPTION OF `BENEFITED PROPERTY"' I 500 AND 550 NEWPORT CENTER DRIVE Parcel A• eginning of a revere curve concave -.westerly having a radius of 1670.00 feet northerly 47213 feet alone aid curve through an angle of 16 degrees, 11 minutes, 54 seconds to the eginning of a reverse curve concave southeasterly having a radius of 25.00 feet- northeasterly 38 16 feet alone said curve through an angle of 87 degrees 25 minute c 49 seconds north 78 degrees 27 minutes, 06 seconds east 69.97 feet to the beginning of a curve oncaye northwesterly having a radius of 825.50 feet northeasterly 195.27 feet along aid through an angle of 90 degrees, 00 minutes,'00'seconds to the Uginriing beginning of a reverse curve 10,00 feet; thence southerly 6.59 feet along said curve through an angle of 37 de ree& 45 12 degrees. 27 minutes. 25 second's to the point ofbeeinnine. H. FASHION ISLAND Parcel A: Parcels 1 through 9, inclusive, in the City of Newport Beach. County of Orange. State of California, as shown on Parcel Map No. 86 -399 as per Map filed in Book 221. pages 30 through 36, inclusive, of Parcel Maps, in the Office of the County Recorder of said County. Lots 13 through 17 inclusive, Lots O: R, S, U, R'- 1:-R -2, and R -3'of Tract No. 6015, in the City of Newport Beach, County of Orange. State of California,: as per Mao recorded' in Parcel C• arcel 1, in the City of Newport Beach, County of Orange. State of California. as shown on Parcel Map filed in Book 67, gages 2 and 3 of Parcel Maps, in the Office of the County Recorder of said County. Parcel D: Parcel 1, in the City of Newport Beach, County of Orange, State of California, as shown on a Parcel Man filed in' Book 75, page r48 of Parcel Man's: 'in the 'Office of the County Recorder of said County. Parcel E• EXHIBIT `T' TO GRANT DEED CONCEPTUAL DESIGN PLANS FOR INITIAL CITY HALL FACILITY Ito be insertedl EXHIBIT "4" TO GRANT DEED fto beinsertedl EXHIBIT "5 TO GRANT DEED PARKING STRUCTURE PROPERTY fto be insertedl NOT-TO-SCALE 00 EXHIBIT G• . DEPICTION OF LOWER CASTAWAYS SITE 117-BO1.15 il7zol t9 117-801-17 EXHIBIT H: EXISTING DEVELOPMENT ON PROPERTY As of Date of Approval of the City of Newport Beach General Plan 2006 Update (July 25, 2006) Sub -Area Existing Development Block 500 285,142 square feet of office and commercial development 952,673 square feet of office and commercial Block 600 development 295 hotel rooms San Joaquin Plaza 330,989 square feet of office and commercial development 1,331,268 square feet of regional retail development Fashion Island 1700 theater seats I Within an area of 27,000 square feet- A ATTACHMENT NO.4 Affordable Housing Implementation Plan NORTH NEWPORT CENTER PLANNED COMMUNITY AFFORDABLE HOUSING IMPLEMENTATION PLAN Prepared For: The City of Newport Beach November 2007 Contents I. Introduction ........ Background.................................................................................................... ............................... l II. Affordable Housing Plan ................................................................................ ..............................3 ProposedPlan ................................................:................................................ ..............................3 Number of Affordable Units /Income Levels .................................................. ..............................6 Implementation............................................................................................... ..............................6 Conclusion...................................................................................................... ..............................6 III. Consistency with Housing Element ................................................................ ..............................7 IV. Amendments to the AHIP V. Authority ......................................................................................................... ..............................8 Figures Exhibit 1 - North Newport Center Planned Community ... ............................... Exhibit 2 - Child Time Center and The Bays Apartment Complex Locations North Newport Center Planned Community Affordable Housing Implementation Plan I. Introduction The North Newport Center Planned Community (Planned Community) approval by the City of Newport Beach includes a Planned Community Development Plan that implements the goals and policies of the City's General Plan. The Planned Community, as shown on Exhibit 1, consists of four sub -areas within North Newport Center, a regional center comprised of major retail, professional office, entertainment, recreation, hotel and residential development. Block 500, Block 600 and San Joaquin Plaza are designated in the General Plan as W -113, a designation which allows for a mixed -use area combining commercial, office, entertainment and residential uses. The Planned Community Development Plan for North Newport Center allows construction of 430 residential units in these blocks, and affordable housing units must be provided in accordance with City Housing Element. This Affordable Housing Implementation Plan (AHIP) outlines how the required affordable housing will be provided. Background The City's Housing Element includes a goal that 15% of all new housing units in the City be affordable to very low, low and moderate income households. The Housing Element identifies moderate income households as those with annual incomes between 80% and 120% of the county median household income. Low income households are those with annual incomes between 51% and 80% of the county median household income. Very low income households are those with annual incomes of 50% or less of the County median household income. Projects with more than 50 units are required to prepare an AHtP that specifies how the development will meet the City's affordable housing goal. The Southern California Association of Governments (SCAG) prepares the state- mandated Regional Housing Needs Assessment (RHNA). The RHNA quantifies the need for housing within each jurisdiction during specified planning periods. The City's General Plan Housing Element must include its "fair share" regional housing needs allocation for all income groups which must be updated periodically. The most recently published SCAG RHNA identifies the City allocation as follows: • Total allocation between 1/1/06 and 6/30/14 — 1,784 • Very low income allocation — 22% (392 units) • Low income allocation — 18% (321 units) • Moderate income allocation — 20.3% (362 units) North Newport Center Planned Community Affordable Housing Implementation Plan Exhibit I - North Newport Center Planned Community North Newport Center Planned Community Affordable Housing Implementation Plan II. Affordable Housing Plan Proposed Plan The City's General Plan Housing Element allows for sale or for rent options in order to meet the obligation for affordable housing units. In addition, affordable housing may be provided off -site, with City approval. Consistent with these Housing Element provisions, this Affordable Housing Implementation Plan includes the following options. Locations of the sites are included on Exhibit 2. A. New Construction The Irvine Company is the owner of a 0.75 -acre parcel of land located at the former Child Time Center near the intersection of San Joaquin Hills Road and San Miguel Avenue. The site is designated in the Newport Beach General Plan for Multiple Residential with a density of 10 units. With a density bonus for affordable housing, the site could accommodate 14 multi- family units. The Irvine Company may construct 14 housing units on this site to be. offered for sale or -for rent. If this option is selected, The Irvine Company will record a legal deed restriction on the property which insures the units will meet the affordability requirements for a period of at least 30 years. The units must be rented to households qualifying as very low, low or moderate income households. The annualized rents chargeable for occupancy of the Affordable Units shall not exceed thirty percent (30 9/6) of the amount of Very Low, Low or Moderate Income. The sales price of affordable for sale units shall not exceed three times the income limits. The restriction on these units, tenant selection procedures, monitoring, etc. will be included in an affordable housing agreement, which shall be submitted for review and approval by the City Attorney and recorded against the property. B. Covenants on Existing Units The Irvine Company owns The Bays, an apartment complex consisting of three buildings known as Baywood, Bayview and Bayport, which is shown on Exhibit 2. The total number of units in The Bays is 556. Forty-six units in Baywood are restricted as low- income units through 2011. The Irvine Company will restrict tenant incomes and rental costs for housing units located in The Bays complex for a period of 30 years with a recorded document. The number of restricted units will be sufficient to provide the number of affordable units described later in this AHtP, depending on the income level to be served. The Irvine Company will identify which apartments are proposed to meet the affordable housing obligation, and will not use units that are under any other affordable housing covenant at the time they are proposed to meet the obligation for North Newport Center. The City will inspect the apartments designated to meet the affordable housing requirement to ensure compliance with relevant codes, proper maintenance and adequate common areas. The Irvine Company will agree to make improvements, if necessary, to ensure viable housing for the 30 year period. The units must be rented to households qualifying as very low, low or moderate income households. The annualized rents chargeable for occupancy of the Affordable Units shall not exceed thirty percent (30 1/6) of the Very Low, Low or Moderate Income limits. North Newport Center Planned Community 3 Affordable Housing Implementation Plan The restriction on these units, tenant selection procedures, monitoring, etc. will be included in an affordable housing agreement, which shall be submitted for review and approval by the City Attorney and recorded against the property(ies). North Newport Center Planned Community Affordable Housing Implementation Plan Exhibit 2 - Child Time Center and The Bays Apartment Complex Locations North Newport Center Planned Community Affordable Housing Implementation ,Plan 5 Number of Affordable Unitstincome Levels The requirement for affordable housing shall be based on income categories. The Irvine Company will provide either very low, low or moderate income housing, or a combination of income categories, using the percentages shown in the table below. INCOME CATEGORY PERCENTAGE REQUIRED TOTAL AMOUNT Very Low 10% 43 units Low 15% 65 units Moderate 20% 86 units Implementation The affordable housing units required under this AHIP will be provided incrementally. The affordable units shall be phased as follows: Certificate of use and occupancy for I Oe 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 300a' market rate unit / one -third of required units Affordable housing agreements shall be executed and recorded at each phase identified above for any units constructed on the Child Time site and for designated affordable units in The Bays apartment complex prior to the point where a certificate of use and occupancy is issued for the related market rate units. Conclusion Implementation of this AHIP will result in the availability of affordable housing units as identified above within the City of Newport Beach in accordance with the City's Housing Element. North Newport Center Planned Community Affordable Housing Implementation Plan III. Consistency with Housing Element The City of Newport Beach adopted a General Plan in 2006. A Housing Element was included in the General Plan in accordance with State law. The Housing Element identifies goals and programs for the provision of affordable housing in the City. The AHM is intended to meet the specific goals of the Housing Element as follows: Policy H2.1 Encourage preservation of existing and provision of new housing affordable to very low, low and moderate income households. Program 2.1.2 Take all feasible actions, through use of development agreements, expedited development review and expedited processing of grading, building and other development permits, to ensure expedient construction and occupancy for projects approved with low and moderate income housing requirements. The AHM supports the City's requirement for the provision of affordable housing for all new development with more than 50 residential units. The Irvine Company has prepared a Development Agreement in accordance with this Policy/Program. Policy H2.2 Encourage the housing development industry to respond to housing needs of the community and to the demand for housing as perceived by the industry, with the intent of achieving the Regional Housing Needs Assessment construction goals within frve years., Program 2.2.1 Require a proportion of affordable housing in new residential developments or levy an in -lieu fee. The City's goal over the five year planning period is for an average of 15 percent of all new housing units to be affordable to very low, low and moderate - income households. The City shall either (a) require the payment of an in -lieu fee, or (b) require the preparation of an Affordable Housing Implementation Plan (AMP) that species how the development will meet the City's affordable housing goal, depending on the following criteria for project size: 1. Projects of 50 or fewer units shall have the option of preparing an AMP or paying the in -lieu fee. 2. Projects where more than 50 units are proposed shall be required to prepare an AHM Implementation of this program will occur in conjunction with City approval of any residential discretionary permits or Tentative Tract Maps. To insure compliance with the 15 percent affordability requirements, the City will include conditions in the approval of discretionary permits and Tentative Tract Maps to require on -going monitoring of those projects. Program 2.2.4 All required affordable units shall have restrictions to maintain their affordability for a minimum of30 years. As described in Section 11, the affordable housing provided per the AHM will meet the Housing Element requirement for the total affordable units required. The units will be deed restricted to North Newport Center Planned Community Affordable Housing Implementation Plan remain affordable for a period of 30 years. In addition, the developer will provide periodic reports in the form required by the City. The provision of the affordable housing units will assist the City in meeting the RHNA construction goals. In conclusion, the AHIP is consistent with the relevant goals and programs in the City's 2006 General Plan Housing Element. IV. Amendments to the AHIP This AHIP may be amended with the approval of the City Council. No modification of the General Plan requirement for affordable units is allowed, unless the requirement is reduced through an amendment to the General Plan prior to implementation of development. V. Authority The AHIP has been adopted by the City of Newport Beach per Resolution No. on the day of , 200_. North Newport Center Planned Community Affordable Housing Implementation Plan ATTACHMENT NO. 5 Draft resolution approving the Addendum RESOLUTION NO. 2007- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH CERTIFYING THE NORTH NEWPORT CENTER ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE CITY OF NEWPORT BEACH GENERAL PLAN 2006 UPDATE (STATE CLEARINGHOUSE NO. 2006011119) WHEREAS, The Irvine Company wishes to implement the General Plan 2006 Update for North Newport Center, which consists of parts of Newport Center Block 500, Newport Center Block 600, parts of San Joaquin Plaza, and Fashion Island. WHEREAS, in that regard, The Irvine Company has applied to the City of Newport Beach for approval of the following project (the "Project "): Zoning Amendment specified in the North Newport Center Planned Community Development Plan to allow future development in North Newport Center. Development Agreement No. DA2007 -002, entitled the Zoning Implementation and Public Benefit Agreement Between the City of Newport Beach and The Irvine Company LLC Concerning North Newport Center'(Fashion Island, Block 500, Block 600, and San Joaquin Plaza), to allow future development on the Property. 3. Transfer of development rights specified in the Development Agreement as follows: The transfer to Block 500 of development rights for development of approximately 277,161 square feet currently assigned to Newport Center Block 600 and designated for office, hotel, and supporting retail uses, of which up to 72,000 square feet may be utilized by the City for a City Hall building. 4. Traffic Study No. TS2001 -001 to evaluate potential traffic impacts and circulation system improvements. 5. North Newport Planned Community Affordable Housing Implementation Plan. WHEREAS, on July 25, 2006, the City Council certified the adequacy and completeness of the EIR for the General Plan 2006 Update (EIR No. 2006011119) by adopting Resolution No 2006 -75. In accordance with CEQA Guidelines section 15168, the City prepared the EIR for the City of Newport Beach General Plan 2006 Update as a program EIR (the "Program EIR "). WHEREAS, the City of Newport Beach has prepared the North Newport Center Addendum to the Environmental Impact Report for the City of Newport Beach General Plan 2006 Update ( "North Newport Center Addendum "). WHEREAS, the Planning Department has determined that the North Newport Center Addendum complies with the requirements of the Califomia Environmental Quality Act ( "CEQA "). WHEREAS, the Planning Commission of the City of Newport Beach held a duly - noticed public hearing to consider the Project, the Program EIR, and the North Newport Center Addendum on November 15, 2007, and November 29, 2007. At the conclusion of the hearing and after considering all submitted evidence and arguments, the Planning Commission adopted a resolution recommending approval of the North Newport Center Addendum with a vote of 4 ayes, 2 noes, and 1 absent. WHEREAS, the City Council of the City of Newport Beach held a duly - noticed public hearing to consider the Project, the Program EIR, and the North Newport Center Addendum on December 11, 2007. WHEREAS, after thoroughly considering the Program EIR, the North Newport Center Addendum, and the public testimony and written submissions, if any, of all interested persons desiring to be heard, the City Council finds the following facts, findings, and reasons to support certifying the North Newport Center Addendum: 1. The Project is consistent with and implements the.General Plan Update 2. The Program EIR, which is conclusively presumed to be. valid pursuant to Public Resources Code section 21167.2, reviews the existing conditions of the City and North Newport Center; analyzes potential environmental impacts from implementation of the General Plan Update in North Newport Center; identifies policies from the General Plan Update that serve to reduce and minimize impacts from implementation of the General Plan Update in North Newport Center; and identifies additional mitigations measures, if necessary to reduce potentially significant impacts from implementation of the General Plan Update in North Newport Center. 3. The Project does not increase development intensities or associated impacts beyond the levels considered in the Program EIR. 4. Since the Program EIR's certification in 2006, no substantial changes have occurred with respect to the circumstances under which the General Plan Update has been implemented for the Project. 5. Since the Program EIR's certification in 2006, no substantial changes to the environmental setting of the General Plan Update have occurred. 2 6. Since the Program EIR's certification in 2006, no new information of substantial importance has become available that was not known and that could not have been known with the exercise of reasonable diligence at that time of certification. Thus, no new information indicates that: (A) The Project will have one or more significant effects not discussed in the Program EIR; (B) Significant effects from the Project will be substantially more severe than identified in the Program EIR; (C) Mitigation measures or alternatives previously found not to be feasible would in fact be feasible, and would substantially reduce one or more significant effects of the Project, but the City declines to adopt the mitigation measures or alternatives; or (D) Mitigation measures or alternatives that are considerably different from those analyzed in the Program EIR would substantially reduce one or more significant effects on the environment, but the City declines to adopt the mitigation measures or alternative. 7. Since no substantial changes to the circumstances or environmental setting have occurred, and since no new information relating to significant effects, mitigation measures,. or alternatives has become available, the Project does not require additional environmental review, consistent with CEQA Guidelines sections 15162 and 15168. 8. Based on these findings, the Program EIR, and the North Newport Center Addendum, the City Council has determined that the Project falls within the scope of the Program. EIR, and that the Program EIR therefore applies to the Project, consistent with CEQA Guidelines section 15168. 9. Based on these findings, the Program EIR, and the North Newport Center Addendum, the City Council has determined that no subsequent EIR or supplemental EIR is required or appropriate under Public Resources Code section 21166 and CEQA Guidelines sections 15162; 15163, and 15164. The North Newport Center Addendum therefore satisfies CEQNs environmental review requirements for the Project. 10. The North Newport Center Addendum, which the City prepared to evaluate whether the Project would cause any new or potentially more severe significant adverse effects on the environment, specifically analyzed, in addition to several other potential impacts, potential impacts related to aesthetics, climate change, and traffic. The analysis and conclusions for potential traffic impacts were based on, and relied upon, traffic studies entitled Newport Center Trip Transfer Traffic Study and North Newport Center Traffic Phasing Ordinance Traffic Study (Austin - Foust Associates, Inc.), attached to the North Newport Center Addendum and 3 which, together with the North Newport Center Addendum, provide the substantial evidence upon which the City Council has based its findings. 11. Based on the facts and analysis contained in the North Newport Center Addendum, the City Council finds that the Project will not have, when compared to the Program EIR, any new or more severe adverse environmental impacts, including, without limitation, no new or more severe significant adverse impacts related to aesthetics, climate change, or traffic. 12. The City Council also makes the following, more specific finding: The North Newport Center Addendum specifically analyzes the Project's potential impacts on traffic and circulation, based on traffic studies entitled Newport Center Trip Transfer Traffic Study and North Newport Center Traffic Phasing Ordinance Traffic Study (Austin -Foust Associates, Inc.), attached to the North Newport Center Addendum. Based on the facts and analysis contained in the North Newport Center Addendum and the traffic studies, the City Council finds that the Project will not have any new or more severe significant traffic or circulation impacts. 13. The Project does not have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife population to drop below self- sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of rare or endangered plants or animals, or eliminate important examples of the major periods of California history or prehistory. 14. The Project does not have the potential to disadvantage long -term environmental goals in order to achieve short-term environmental goals, as documented in the North Newport Center Addendum, which identified no new or more severe significant adverse effects on the environment. 15. The Project will not result in any new or more severe significant impacts which are individually limited, but cumulatively considerable, when viewed in connection with planned or proposed development in the immediate vicinity. 16. The Project will not have environmental effects that will adversely affect the human population, either directly or indirectly, in that no new or more severe significant impacts have been identified which would affect human health or public services. 17. These factual findings are based.on the Program EIR, the North Newport Center Addendum, and all documents referred in or attached to it, including without limitation the traffic studies, the. submissions of the applicant, the records and files of the City's Planning. Department related to the Project, and any other documents referred to or relied upon by the City Council. ►n u 18. The City Council has considered the Program EIR and the North Newport Center Addendum, and has concluded that the North Newport Center Addendum reflects the independent judgment of the City. 19. The City has, on the basis of substantial evidence, rebutted the presumption of adverse effect set forth in California Code of Regulations, title 14, section 753.5(d). NOW, THEREFORE, BE IT RESOLVED by the City Council, as follows: 1. That the preceding recitations are true and correct and constitute the findings of the City Council for the North Newport Center Addendum. 2. That it certify the North Newport Center Addendum for the reasons set forth in this resolution and as stated in the North Newport Center Addendum on file in the Planning Department. PASSED AND ADOPTED on the 11th day of December, 2007, by the following vote, to wit: AYES, CITY COUNCIL MEMBERS NOES, CITY COUNCIL MEMBERS ABSENT, CITY COUNCIL MEMBERS MAYOR ATTEST: CITY .CLERK k North Newport Center Addendum (To be attached upon approval) M ATTACHMENT NO.6 Draft ordinance approving CA2007 -007 and PD2007 -003 ORDINANCE NO. 2007 -_ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING THE NORTH NEWPORT CENTER PLANNED COMMUNITY DEVELOPMENT PLAN AND AMENDMENTS TO DISTRICTING MAP NO. 48, NO. 49, AND NO. 50 AND TO THE SAN JOAQUIN PLAZA PC DEVELOPMENT PLAN AND THE BLOCK 500 PC DEVELOPMENT. PLAN [CODE AMENDMENT NO. CA2007 -007 AND PLANNED COMMUNITY DEVELOPMENT PLAN AMENDMENT NO. PA2007 -0031 WHEREAS, The Irvine Company has filed an application with respect to its property located in North Newport Center and consisting of the following sub - areas: parts of Newport Center Block 500, Newport Center Block 600, parts of San Joaquin Plaza, and Fashion Island ( "Property "); and WHEREAS, the application seeks approval of a Planned Community Development Plan Amendment to be specified in the North Newport Center Planned Community Development Plan that will implement General Plan land use designations and regulations for the Property; and WHEREAS, the Property will be governed by the North Newport Center Planned Community Development Plan, which includes the North Newport Center Design Regulations and sets forth land uses, development standards, and procedures; and WHEREAS, as part of its application, The Irvine Company seeks approval of a Code Amendment to change the zoning classification of Block 600 from the Administrative Financial Professional (APF) District to the Planned Community (PC) District and the open space comer lots in Block 500 and Block 600 from the Open Space (OS) District to the Planned Community (PC) District and to amend the San Joaquin Plaza PC Development Plan and the Block 500 PC Development Plan to remove the Property from the regulations contained in these documents; and 1 WHEREAS, the Planning Commission held a public hearing on November 15 and November 29, 2007, in the City Hall Council Chambers, 3300 Newport Boulevard, Newport Beach, California, at which time.the Planning Commission considered the Code Amendment and Planned Community Development Plan Amendment specified in the North Newport Center Planned Community Development Plan. A notice of time, place, and purpose of the meeting was duly given in accordance with the Municipal Code. Evidence, both written and oral, was presented to and considered by the Planning Commission at this meeting. At the conclusion of the hearing and after considering the evidence and arguments submitted by the City staff, The Irvine Company, and all interested parties; and WHEREAS, the Planning. Commission reviewed and considered the information in the North Newport Center Planned Community Development Plan and in the full administrative record, including the North Newport Center Design Regulations, before taking any action recommending approval of the North Newport Center Planned Community Development Plan; and WHEREAS, the Planning Commission voted to recommend approval of this Code Amendment and Planned Community Plan Amendment to the City. Council; and WHEREAS, pursuant to Section 20.94 of the Newport Beach Municipal Code, the City Council held a noticed public hearing on December 11, 2007, to consider the recommendation of the Planning Commission; and WHEREAS, the City Council finds that: 1. The North Newport Center Planned Community Development Plan provides suitable and adequate standards including those relating to uses, development limits, building height limits, setbacks, parking, landscaping, screening, signs, lighting, and noise control. 2 2. The North Newport Center Planned Community Development Plan is consistent with Municipal Code Section 20.35.050(C), which mandates the requirements of a Planned Community Development Plan. 3. The North Newport Center Planned Community Development Plan is compatible with the objectives, policies, general land uses, and programs specified in the General Plan and does not create any direct conflict with the General Plan. The North Newport Center Planned Community Development Plan is therefore consistent with the General Plan. More specifically: a. The North Newport Center Planned Community Development Plan is compatible with General Plan Policy LU 3.3, which calls for "expanded retail uses and hotel rooms and development of residential uses in proximity to jobs and services, while limiting increases in office development" in Newport Center and Fashion Island. City of Newport Beach, Cal., General Plan 2006 Update, at 3 -3 (July 25, 2006). The North Newport Center Planned Community Development Plan is compatible with General Plan Policy LU 3.3 because it provides for 430 new residential units "in proximity to jobs and services" that are already located in Newport Center and Fashion Island and thus advances the policy's mixed -use goals. b. The North Newport Center Planned Community Development Plan is also compatible with General Plan Policy LU 3.3 because it allows for development of 75,000 square feet available for retail and hotel in Fashion Island. By allowing for new retail or hotel square footage, the North Newport Center Planned Community Development Plan promotes the "expanded retail uses and hotel rooms" identified in General Plan Policy LU 3.3. c. The office uses that the North Newport Center Planned Community Development Plan allows are consistent with the office campus environment for the property and the Land Use Plan designation for the Property. The 3 North Newport Center Planned Community Development Plan entails condensing existing office intensities and expanding office uses within the existing office campus. The expansion of office within the North Newport Center Planned Community Development Plan is consistent with the mixed - use goals in General Plan Policy LU 3.3. d. By allowing for new residential development amidst office, retail, and hotel uses, the North Newport Center Planned Community Development Plan meets General Plan Goal LU 6.14's objective that Newport Center and Fashion Island be a "successful mixed -use district that integrates an economic and commercial centers [sic] serving the needs of Newport Beach residents and the subregion, with expanded opportunities for residents to live close to jobs, commerce, entertainment, and recreation, and is supported by a pedestrian- friendly environment." General Plan 2006 Update, at 3 -97. e. The North Newport Center Planned Community Development Plan satisfies General Plan Policy LU 6.14.1, which calls for providing "the opportunity for an additional anchor tenant, other retail, and /or entertainment and supporting uses that complement, are integrated with, and enhance the economic vitality of existing development," by allowing for development of 75,000 square feet available for retail and hotel in Fashion Island. f. The North Newport Center Planned Community Development Plan satisfies General Plan Policy LU 6.14.2, which calls for providing "the opportunity for limited residential, hotel, and office development in accordance with the limits specified by Tables LU1 and LU2. (Imp 2.1)." General Plan 2006 Update, at 3 -97. The North Newport Center Planned Community Development Plan does so by following the limits in Tables LU1 and LU2 and by restricting office uses to existing office campuses. ll g. The North Newport Center Planned Community Development Plan is consistent with the Mixed Use Horizontal 3 (MU -H3) designation that General Plan Tables LU1 and LU2 apply to Newport Center by providing for "the horizontal intermixing of regional[,] commercial[,] office[,] hotel, multi - family residential[,] and ancillary commercial uses." General Plan 2006 Update, at 3 -15, 3 -19. The North Newport Center Planned Community Development Plan promotes this horizontal intermixing by providing for 430 new residential units, expanded retail uses, hotel rooms, and office campuses within close proximity to each other. h. The North Newport Center Planned Community Development Plan is also consistent with the Regional Commercial (CR) designation that General Plan Table LU1 and LU2 apply to Fashion Island by allowing for development of 75,000 square feet available for retail and hotel in that area. General Plan 2006 Update, at 3 -13, 3 -19. 1. The North Newport Center Planned Community Development Plan is also consistent with all policies in the Land Use Element pertaining to mixed - use development in general and to development in Newport Center /Fashion Island, as discussed in detail in the City Council Staff Report dated December 11, 2007. 4. An Addendum to the Final Environmental Impact Report (SCH No 2006011119) certified on July 25, 2006 was prepared in accordance with the provisions of the California Environmental Quality Act (CEQA), Public Resources Code § §21000, et seq., and the State CEQA Guidelines, California Code of Regulations § §15000, et seq. The purpose of the Addendum is to analyze the potential differences between the impacts evaluated in the General Plan EIR and those that would be associated with the proposed project. The potential impacts associated with these proposed. changes would either be the same or less than the anticipated levels ascribed in the certified General Plan EIR. In addition, there 5 are no substantial changes to the circumstances under which future development projects subject to the 2006 General. Plan and Planned Community Development Plan would be undertaken. THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1: Planned Community Development Plan Amendment No. PD2007- 003 specified in the North Newport Center Planned Community Development Plan, which includes the North Newport Center Design Regulations (Exhibit A) is approved. The North Newport Center Planned Community Development Plan will supersede the Fashion Island Planned Community Development Plan and District Regulations (PC -35) adopted by Ordinance No. 87-45, and Use Permit No. 1805, which established parking requirements for Block 600. SECTION 2: Code Amendment No. CA2007 -007 is approved to amend Districting Maps Nos. 48, 49, and 50 (Exhibits B, C, D) to change the zoning classification of Block 600 from the Administrative Financial Professional (APF) District to the Planned Community (PC) District and the open space comer lots in Block 500 and Block 600 from the Open Space (OS) District to the Planned Community (PC) District and to amend the San Joaquin Plaza Planned Community Development Plan (Exhibit E) and the Block 500 Planned Community Development Plan (Exhibit F) to remove the Property from the regulations contained in these documents. SECTION 3: The North Newport Center Planned Community Development Plan shall not go into effect until the City Council approves or adopts all of the following: (1) the North Newport Center Planned Community Affordable Housing Implementation Plan; (2) the Development Agreement entitled Zoning Implementation and Public Benefit Agreement Between the City of Newport Beach and The Irvine Company LLC Concerning North Newport Center (Fashion Island, Block 500, Block 600, and San Joaquin Plaza); (3) Traffic Study No. TS2007 -00.1; and (4) the North Newport Center transfer of development rights. :1 SECTION 4: The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. This Ordinance shall be published once in the official newspaper of the City, and the same shall become effective thirty (30) days after the date of its adoption. This Ordinance was introduced at a regular meeting of the City Council of the City of Newport Beach held on December 11, 2007, and adopted on the 18th day of December, 2007, by the following vote, to wit: AYES, COUNCIL MEMBERS NOES, COUNCIL MEMBERS ABSENT COUNCIL MEMBERS MAYOR ATTEST: CITY CLERK 7 "EXHIBIT A" North Newport Center Planned Community Development Plan (To be attached upon approval) s "EXHIBIT B" Districting Map No. 48 0 "EXHIBIT C" Districting Map No. 49 10 "EXHIBIT D" Districting Map No. 50 11 "EXHIBIT E" San Joaquin Plaza Planned Community Development Plan 12 "EXHIBIT F" Block 500 Planned Community Development Plan 13 ATTACHMENT NO.7 Draft ordinance approving Development Agreement DA2007 -002 ORDINANCE NO. 2007- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING DEVELOPMENT AGREEMENT NO. DA2007 -002 CONCERNING NORTH NEWPORT CENTER WHEREAS, The Irvine Company has filed an application with respect to its property located in North Newport Center and consisting of the following sub - areas: parts of Newport Center Block 500, Newport Center Block 600, parts of San Joaquin Plaza, and Fashion Island ( "Property"). WHEREAS, General Plan policy LU 6.14.8 requires development agreements for mixed -use projects that use the 450 residential units identified in Table LU2, and requires that development agreements define the improvements and benefits to be contributed by the developer in exchange for the City's commitment for the number, density and location of housing units. WHEREAS, Newport Beach Municipal Code section 15.45.020 also requires a development agreement for the North Newport Center project because it includes the development of more than 50 residential units as well as new non- residential development in Newport Center. WHEREAS, Newport Beach Municipal Code section 15.45.040 requires that development agreements include the term, permitted uses, density and intensity of development, maximum height and size of proposed buildings, and provisions for reservation or dedication of land for public purposes. WHEREAS, as part of its application, The Irvine Company requests approval of Development Agreement. No. DA2007 -002, entitled the Zoning Implementation and Public Benefit Agreement Between the City of Newport Beach and The ovine Company LLC Conceming North Newport Center (Fashion Island, Block 500, Block 600, and San Joaquin Plaza), to allow future development on the Property. 1 WHEREAS, the Development Agreement was prepared and is attached as Exhibit "A." WHEREAS, during the term of the Development Agreement, and subject to any approvals required under the development regulations applicable to the Property, as specified in the Development Agreement, The Irvine Company shall have a vested right to develop the following entitlements on the Property: Land Use Fashion Block 500 Block 600 San Total Island Joaquin Plaza Regional 1,619,525 0 0 0 1,619,525 Commercial square feet square feet Movie Theatre 1,700 seats 0 0 0 1,700 seats (27,500 (27,500 square feet) square feet) Hotel 0 (A). 425 (A) (A) 490 Residential 0 (B) (B) (B) 430 Office/Comm 0 408,084 1,001,634 337,261 1,746,979 ercial square feet square feet square feet square feet A. 65 hotel rooms may be located in either Block 500, Block 600 or San Joaquin Plaza. B. Residential units are permitted in Block 500, Block 600 and San Joaquin Plaza so long as the total number of units does not exceed 430 units. WHEREAS, during the term of the Development Agreement, and subject to any approvals required under the development regulations applicable to the Property, as specified in the Development Agreement, The Irvine Company shall also have a vested right to the transfer to Newport Center Block 500 of development rights for development of approximately 277,161 square feet currently assigned to Newport Center Block 600 and designated for office, hotel, and supporting retail uses, of which up to 72,000 7 square feet may be utilized by the City for a City Hall building at a site in Newport Center Block 500 if the City exercises the option to purchase that site, as specified in the Development Agreement. Upon transfer to Newport Center Block 500, the development rights will be designated only for uses permitted under the development regulations applicable to the Property. WHEREAS, the Development Agreement rescinds and cancels The Irvine Company's remaining rights and obligations under the Circulation Improvement and Open Space Agreement (CIOSA) and the Bonita Canyon Annexation and Development Agreement. WHEREAS, The Irvine Company has agreed to provide public benefits as consideration for the Development Agreement, including the following: in -lieu park fees in advance of the time that the fees otherwise would be due to provide matching funds for the renovation of the Oasis Senior Center and to provide funds for other qualified park uses, development. fees to fund construction of a new City Hall building or other municipal use, circulation enhancements, retrofit of sprinkler systems on Newport Center Drive to low flow technology, a conditional dedication of a public right of way, the dedication to City of an open space parcel within Newport Center and the dedication of the Lower Castaways site to the City. The Irvine Company also has agreed to grant City an option to acquire a site in Newport Center Block 500 for the purpose of constructing a new City Hall building. WHEREAS, the Planning Commission held a public hearing on November 15 and November 29, 2007, in the City Hall Council Chambers, 3300 Newport Boulevard, Newport Beach, California, at which time the. Planning Commission considered the Development Agreement. A notice of time, place, and purpose of the meeting was duly given in accordance with the Municipal Code. Evidence, both written and oral, was presented to and considered by the Planning Commission at this meeting, meeting, including the evidence and arguments submitted by the City staff, The Irvine Company, and all interested parties. 3 WHEREAS, the Planning Commission voted to recommend approval of the Development Agreement to the City Council. WHEREAS, pursuant to Section 15.45 of the Newport Beach Municipal Code, the City Council held a noticed public hearing on December 11, 2007, to consider the recommendation of the Planning Commission. WHEREAS, the City Council has reviewed and considered the information in the Development Agreement and in the full administrative record, and found that: 1. The Development Agreement is entered into pursuant to, and constitutes a present exercise of, the City's police power. 2. The Development Agreement is in the best interests of the health, safety, and general welfare of the City, its residents, and the public. 3. The Development Agreement is compatible and consistent with the objectives, policies, general land uses, and programs specified in the. General Plan and does not create any direct conflict with the General Plan. The Development Agreement is therefore consistent with the General Plan. 4. The Development Agreement eliminates conflicts that exist between CIOSA and the Bonita Canyon Annexation and Development Agreement, and the General Plan. 5. The Development Agreement is consistent with General Plan Policy LU 6.14.8, which applies to Newport Center and requires the execution of development agreements for residential projects and mixed -use development projects with a residential component. 6. The Development Agreement is consistent with Ordinance No. 2007 -6, entitled "Ordinance Amending Chapter 15.45. of City of Newport Beach Municipal Code 4 Regarding Development Agreements," which requires a development agreement for certain types of projects, including: (1) projects that include development of 50 or more residential units, and (2) projects that include new non - residential development in Newport Center. 7. The Development Agreement is consistent with Newport Beach Municipal Code section 15.45.040 and includes all the contents required for development agreements by the City of Newport Beach. 8. The Development Agreement is consistent with provisions of state law (California Government Code sections 65864 - 65869.5) and local law (Municipal Code chapter 15.45) that authorize binding agreements that: (i) encourage investment in, and commitment to, comprehensive planning and public facilities financing; (ii) strengthen the public planning process and encourage private implementation of the local general plan; (iii) provide certainty in the approval of projects in order to avoid waste of time and resources; and (iv) reduce the economic costs of development by providing assurance to the property owners that they may proceed with projects consistent with existing policies, rules, and regulations. More specifically, the Development Agreement is consistent and has been approved consistent with provisions of California Government Code section 65867 and Municipal Code chapter 15.45. 9. The Development Agreement is consistent with the Final Environmental Impact Report for the City of Newport Beach General Plan 2006 Update (State Clearinghouse No. 2006011119) and the North Newport Center Addendum to the Final Environmental Impact Report for General . Plan 2006 Update (State Clearinghouse No. 2006011119), both of which analyze the environmental effects of the proposed development of the Property. 10.The Development Agreement provides significant public benefits to the City of Newport Beach. E THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1: Development Agreement No. DA2007 -002, including rescission and cancellation of The Irvine Company's remaining rights and obligations under CIOSA and the Bonita Canyon Annexation and Development Agreement, is approved. SECTION 2: The Development Agreement shall not go into effect until the City Council approves or adopts all of the following: (1) the North Newport Center Planned Community Affordable Housing Implementation Plan; (2) the North Newport Center Planned Community Development Plan; (3) the Block 500 Planned Community District Regulations; (4) the San Joaquin Plaza Planned Community District Regulations; (5) the North Newport Center transfer of development rights; and (6) the North Newport Center Planned Community Affordable Housing Implementation Plan. SECTION 3: The Mayor shall sign and the City Clerk shall attest to the passage of this Ordinance. This Ordinance shall be published once in the official newspaper of the City, and the same shall become effective thirty (30) days after the date of its adoption. 2 This Ordinance was introduced at a regular meeting of the City Council of the City of Newport Beach held on December 11, 2007, and adopted on the 18th day of December, 2007, by the following vote, to wit: AYES, COUNCIL MEMBERS NOES, COUNCIL MEMBERS ABSENT COUNCIL MEMBERS MAYOR ATTEST: CITY CLERK 7 "EXHIBIT A" Development Agreement No. _ (To be attached upon recommendation of approval) ATTACHMENT NO.8 Draft resolution approving Traffic Study TS2007 -001 RESOLUTION NO. 2007- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING TRAFFIC STUDY NO: TS2007 -001 REGARDING NORTH NEWPORT CENTER WHEREAS, The Irvine Company has applied to the City of Newport Beach for the Zoning Amendment specified in the North Newport Center Planned Community Development Plan and Development Agreement to implement the General Plan for future development in North Newport Center, which consists of parts of Newport Center Block 500, Newport Center Block 600, parts of San Joaquin Plaza, and Fashion Island (the "Project'). WHEREAS, consistent with Municipal Code section 15.40.030(B)(2), the Project includes a Comprehensive Phased Land Use Development and Circulation System Improvement Plan with construction of all phases of the Project not anticipated to be complete with 60 months of project approval. WHEREAS, consistent with Municipal Code section 15.40.030(B)(2)(a),.the Project is subject to a development agreement entitled Zoning Implementation and Public Benefit Agreement Between the City of Newport Beach and The Irvine Company LLC Concerning North Newport Center (Fashion Island, Block 500, Block 600, and San Joaquin Plaza) ( "Development Agreement'). WHEREAS, the proposed Zoning Amendment would bring the zoning for North Newport Center into consistency with the General Plan land use designations for North Newport Center by adoption of development and use regulations consistent with General Plan development rights and policies. WHEREAS, a traffic study, entitled North Newport Center Traffic Phasing Ordinance Traffic Study (Austin -Foust Associates, Inc., November 6, 2007), was prepared for the Project in compliance with Municipal Code Chapter 15.40 (Traffic Phasing Ordinance). WHEREAS, even though the development agreement provides for the potential build out of the Project over a period of twenty years, the traffic study studied the worst -case scenario where all the development in the Project would be completed before 60 months, specifically by 2009. WHEREAS, the traffic study found that the intersections along Newport Center Drive will continue to operate at LOS "A," but that the Project will cause the following three intersections to exceed the Level of Service (LOS) "D" standard under the Traffic Phasing Ordinance:' (1) MacArthur Boulevard and San Joaquin 1 Hills Road, (2) Goldenrod Avenue and Pacific Coast Highway, and (3) Marguerite Avenue and Pacific Coast Highway. WHEREAS, the traffic study found the addition of a third eastbound left -turn lane to the intersection of MacArthur Boulevard and San Joaquin Hills Road to be an improvement that will result in the Project not causing nor making worse an unsatisfactory level of service at this intersection. WHEREAS, the addition of a third eastbound left -tum lane as mitigation for the intersection of MacArthur Boulevard and San Joaquin Hills Road is an improvement included in the General Plan Circulation Element, and therefore a feasible improvement under the Traffic Phasing Ordinance. The Development Agreement requires this improvement to be made in the early phase of development, upon issuance of a certificate of occupancy for the first building constructed pursuant to the Development Agreement, but not later than 60 months after the approval of the Project. The traffic study determined based on sufficient data and analysis that the Project under a worst -case scenario of full build -out by 2009, when taken together with the circulation improvement, will not cause nor make worse an unsatisfactory level of traffic service at MacArthur Boulevard and San Joaquin Hills Road. WHEREAS, the General Plan recognizes and accepts that no feasible improvements are desired under the General Plan for the intersection of Goldenrod Avenue and Pacific Coast Highway and the intersection of Marguerite Avenue and Pacific Coast Highway, and therefore the General Plan establishes LOS "E" as the City's standard at these two intersections. WHEREAS, The Irvine Company has completed the following circulation improvements in the vicinity of the Project in advance of project approval: 1. A traffic signal at the intersection of Santa Cruz Drive and San Clemente Drive in Newport Center Block 800. 2. Construction of half- section of MacArthur Boulevard to ultimate width along frontage of the Freeway Reservation property. 3. Construction of half- section of MacArthur Boulevard to ultimate width along frontage of The Irvine Company's property at Newport Village. 4. Construction of half- section of MacArthur Boulevard to ultimate width along frontage of Big Canyon Area 16. 5. Widening of MacArthur Boulevard between Ford Road and the San Joaquin Hills Transportation Corridor to provide for a minimum of six travel lanes and a minimum of three northbound travel lanes. E 6. Dedication of right of way along the west side of MacArthur Boulevard between Pacific Coast Highway and San Joaquin Hills Road. WHEREAS, The Irvine Company constructed the circulation improvements listed above for a project encompassing unbuilt units that are being extinguished by the current Development Agreement. Thus, the circulation improvements listed above contribute to early mitigation for the project covered by the current Development Agreement. WHEREAS, the Development Agreement also requires The Irvine Company, no later than 60 months after the Development Agreement goes into effect, to spend or contribute to the City a maximum of $2.5 million on the design and construction of one or more of the following circulation improvements, should the City choose to approve the circulation improvements after its environmental review and approval process in compliance with the California Environmental Quality Act. These circulation improvements modify roadways and intersections to increase their capacity or improve circulation: 1. Widening of Avocado Avenue between San Miguel Drive and San Nicolas. Drive; 2. Widening, operational improvements, or other capacity enhancements .to San Miguel Drive between MacArthur Boulevard and Avocado Avenue; 3. Installation of a traffic signal at the intersection of Newport Center Drive and San Nicolas Drive; 4. Installation of a traffic signal at the intersection of Newport Center Drive and Center Drive; and 5. Other circulation improvements in the Newport Center area mutually agreed upon by the City's Director of Public Works and The Irvine Company. WHEREAS, the Project does not make the Land Use and Circulation Elements of the General Plan inconsistent by the impact of project trips, including the circulation improvements, when added to the trips resulting from development anticipated to occur within the City based on the Land Use Element of the General Plan and Zoning Ordinance because: 1. The development included in the Project is consistent With the General Plan, and City Council Resolution No. 2007 -3 provides that no land use, or density or intensity of use, may be permitted unless it is consistent with both the General Plan and the Zoning Code. 2. The addition of a third eastbound left -turn lane as mitigation for the intersection of MacArthur Boulevard and San Joaquin Hills Road is an improvement included in the General Plan Circulation Element 3. The . General Plan recognizes and accepts that no feasible improvements are desired for the intersection of Goldenrod Avenue and Pack Coast Highway and the intersection of Marguerite Avenue and Pacific Coast Highway, and therefore the General Plan establishes LOS "E" as the City's standard at these two intersections. WHEREAS, the Planning Commission held a public hearing on November 15 and November 29, 2007, in the City Hall Council Chambers, 3300 Newport Boulevard, Newport Beach, California, at which time the Planning Commission considered the traffic study. A notice of time, place, and purpose of the meeting was duly given in accordance with the Municipal Code. Evidence, both written and oral, was presented to and considered by the Planning Commission at this meeting, meeting, including the evidence and arguments submitted by the City staff, The Irvine Company, and all interested parties. WHEREAS, the Planning Commission considered the foregoing improvements and contributions and determined: 1. Consistent with Municipal Code section 15.40.030(B)(2)(d)(1), construction of a third eastbound left -turn lane to the intersection of MacArthur Boulevard and San Joaquin Hills Road will provide implementation of traffic mitigation that will not cause or make worse an unsatisfactory level of service. for an impacted primary intersection for which there is a feasible improvement. 2. Consistent with Municipal Code section 15.40.030(B)(2)(d)(2), no feasible improvements are desired under the General Plan for the intersection at Goldenrod Avenue at Pacific Coast Highway and the intersection at Marguerite Avenue at Pacific Coast Highway and therefore the General Plan establishes LOS "E" as the City's standard at these two intersections. The benefits provided by the circulation enhancements that are required in the development agreement are improvements that, once implemented, will outweigh the adverse impact of project trips at the identified impacted intersections for which there are no desired and therefore no feasible improvements that would if fully satisfy the provisions of section 15.40.030(B)(1)(b). WHEREAS, the Planning Commission voted to recommend approval of the traffic study to the City Council. 4 WHEREAS, pursuant to Section 15.40 of the Newport Beach Municipal Code, the City Council held a noticed public hearing on December 11, 2007, to consider the recommendation of the Planning Commission. NOW, THEREFORE, based on the weight of the evidence in the administrative record, including the traffic study, the City Council finds that: 1. The Project meets the requirements for a Comprehensive Phased Land Use Development and Circulation System Improvement Plan with all phases not anticipated to be complete within 60 months of project approval, as defined in Municipal Code section 15.40.030(B)(2). 2. A traffic study for the Project has been prepared in compliance with Chapter 15.40 and Appendix A. 3. Based on the weight of the evidence in the administrative record, including the traffic study and the Development Agreement, all of the findings for approval in section 15.40.030(6)(2) can be made with respect to the intersection of MacArthur Boulevard and San Joaquin Hills Road. 4. Based on the weight of the evidence in the administrative record, including the traffic study and the Development Agreement, the finding in section 15.40.030(B)(2)(b) cannot be made with respect to the intersection of Goldenrod Avenue and Pacific Coast Highway and the intersection of Marguerite Avenue and Pacific Coast Highway. . 5. Based on the public benefits included in the Development Agreement, including early payment of park fees, availability of a site for City Hall, funding for construction of City Hall, dedication of open space, circulation improvements at locations in the vicinity of the Project at other than impacted primary intersections, and water conservation and water quality measures, the Project will result in benefits that outweigh the project's anticipated negative impact on the circulation system at the intersection of Goldenrod Avenue and Pacific Coast Highway and the intersection of Marguerite. Avenue and Pacific Coast Highway. NOW, THEREFORE, BE IT RESOLVED that the City Council approves the Project Traffic Study No. TS2007 -001 based on the weight of the evidence in the administrative record, including the Development Agreement. 5 BE IT FURTHER RESOLVED that this approval shall not go into effect until the City Council approves or adopts all of the following: (1) the North Newport Center Planned Community Development Plan; (2) the North Newport Center Planned Community Affordable Housing Implementation Plan; (3) the Block 500 Planned Community District Regulations; (4) the San Joaquin Plaza Planned Community District Regulations; (5) the Development Agreement entitled Zoning Implementation and Public Benefit Agreement Between the City of Newport Beach and The Irvine Company LLC Concerning North Newport Center (Fashion Island, Block 500, Block 600, and San Joaquin Plaza); and (6) the North Newport Center transfer of development rights. BE IT FURTHER RESOLVED that this approval shall expire upon the earlier of the following: (1) the term of Development Agreement No. 2007 -002 expires; or (2) Development Agreement No. 2007 -002 is terminated pursuant to provisions in the Development Agreement. PASSED AND ADOPTED on the 11th day of December, 2007, by the following vote, to wit: AYES, CITY COUNCIL MEMBERS NOES, CITY COUNCIL MEMBERS ABSENT, CITY COUNCIL MEMBERS MAYOR ATTEST: CITY CLERK Traffic Study No.TS2007 -001 (To be attached upon recommendation of approval) ATTACHMENT NO.9 Draft resolution approving the Affordable Housing Implementation Plan RESOLUTION NO. 2007- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING THE NORTH NEWPORT CENTER PLANNED COMMUNITY AFFORDABLE HOUSING IMPLEMENTATION PLAN WHEREAS, The Irvine Company has applied to the City of Newport Beach for the Zoning Amendment specified in the North Newport Center Planned Community Development Plan to allow future development in North Newport Center, which consists of parts of Newport Center Block 500, Newport Center Block 600, parts of San Joaquin Plaza, and Fashion Island (`Property "). WHEREAS, as part of its application, The Irvine Company requests approval of the Development Agreement entitled Zoning Implementation and Public Benefit Agreement Between the City of Newport Beach and The Heine Company LLC Conceming North. Newport Center (Fashion Island, Block 500, Block 600, and San Joaquin Plaza). WHEREAS, as part of its application, The Irvine Company also requests approval of the North Newport Planned Community Affordable Housing Implementation Plan ( "AHIP "). WHEREAS, the North Newport Center Planned Community AHIP was prepared in accordance with General Plan Housing Policies H2.1 and H2.2 and General Plan Housing Programs 2.1.2, 2.2.1, and 2.2.4. WHEREAS, the Planning Commission held a public hearing on November 29, 2007, in the City Hall Council Chambers, 3300 Newport Boulevard, Newport Beach, California, at which time the Planning Commission considered the North Newport Center Planned Community AHIP. A notice of time, place, and purpose of the meeting was duly given in accordance with the Municipal Code. Evidence, both written and oral, was presented to and considered by the Planning Commission at this meeting, meeting, including the evidence and arguments submitted by the City staff, The Irvine Company, and all interested parties. WHEREAS, the Planning Commission voted to recommend approval of the North Newport Center Planned Community AHIP to the City Council. WHEREAS, the City Council held a noticed public hearing on December 11, 2007, to consider the recommendation. of the Planning Commission. WHEREAS, the City Council has reviewed and considered the information in the North Newport Center Planned Community AHIP and in the full administrative record, before taking any action recommending approval of the North Newport Center Planned Community AHIP. WHEREAS, the City Council finds that the North Newport Center Planned Community AHIP satisfies any obligation of The Irvine Company to the City under General Plan Housing Policies H2.1 and H2.2 and General Plan Housing Programs 2.1.2, 2.2.1, and 2.2.4 with respect to the development of the Property pursuant to and during the term of the Development Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council approves the North Newport Center Planned Community AHIP. BE IT FURTHER RESOLVED that the North Newport Center Planned Community AHIP shall not go into effect until the City Council approves or adopts all of the following: (1) the North Newport Center Planned Community Development Plan; (2) the Block 500 Planned Community District Regulations; (3) the San Joaquin Plaza Planned Community District Regulations; (4) the Development Agreement entitled Zoning Implementation and Public Benefit Agreement Between the City of Newport Beach and The Irvine Company LLC Concerning North Newport Center (Fashion Island, Block 500, Block 600, and San Joaquin Plaza); (5) the North Newport Center transfer of development rights; and (6) Traffic Study No. TS2007 -001. PASSED AND ADOPTED on the 11th day of December, 2007, by the following vote, to wit: AYES, CITY COUNCIL MEMBERS NOES, CITY COUNCIL MEMBERS ABSENT, CITY COUNCIL MEMBERS MAYOR ATTEST: CITY CLERK 2 North Newport Center Planned Community Affordable Housing Implementation Plan (To be attached upon recommendation of approval) ATTACHMENT NO. 10 Draft resolution approving the Transfer of Development Rights RESOLUTION NO. 2007- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING THE TRANSFER OF DEVELOPMENT RIGHTS FOR NORTH NEWPORT CENTER WHEREAS, The Irvine Company has applied to the City of Newport Beach for the Zoning Amendment specified in the North Newport Center Planned Community Development Plan to allow future development in North Newport Center, which consists of parts of Newport Center Block 500, Newport Center Block 600, parts of San Joaquin Plaza, and Fashion Island ( "Property "). WHEREAS, as part of its application, The Irvine Company requests approval of the Development Agreement entitled Zoning Implementation and Public Benefit Agreement Between the City of Newport Beach and The Irvine Company LLC Concerning North Newport Center (Fashion Island, Block 500, Block 600, and San Joaquin Plaza). WHEREAS, as part of its application, The Irvine Company also requests approval of the transfer of development rights specified in the Development Agreement as follows: (1) The transfer to North Newport Center Block 500 of development rights for development of approximately 277,161 square feet currently assigned to Newport Center Block 600 and designated for office, hotel, and supporting retail uses, of which up to 72,000 square feet may be utilized by the City for a City Hall building at a site in Newport Center Block 500 if the City exercises the option to purchase that site, as specified in the Development Agreement. (2) Upon transfer to North Newport Center Block 500, the development rights will be designated only for uses permitted under the development regulations applicable to the Property. (3) This transfer of development rights will occur in new or modified buildings that comply with the development regulations applicable to the Property. WHEREAS, General Plan Policy LU 6.14.3 permits development rights to be transferred Within Newport Center as long as the transfer is consistent with the intent of the General Plan and will not result in any adverse traffic impacts. WHEREAS, a traffic study, entitled Newport Center Trip Transfer Traffic Study (Austin -Foust Associates, Inc., November 6, 200 7) was prepared for the application for the transfer of development rights in compliance with General Plan Policy LU 6.14.3. WHEREAS, the traffic study found that consistent with General Plan Policy LU 6.14.3, the transfer of development rights will not result in any adverse traffic impacts. WHEREAS, an intensity analysis was prepared by the Planning Department and demonstrates that the transfer of development rights will not result in greater intensity than development allowed without the transfer. WHEREAS, the Planning Commission held a public hearing on November 15 and November 29, 2007, in the City Hall Council Chambers, 3300 Newport Boulevard, Newport Beach, California, at which time the Planning Commission considered the transfer of development rights specified in the Development Agreement, as well as the traffic and intensity studies. A notice of time, place, and purpose of the meeting was duly given in accordance with the Municipal Code. Evidence, both written and oral, was presented to and considered by the Planning Commission at this meeting, including the evidence and arguments submitted by the City staff, The Irvine Company, and all interested parties. WHEREAS, the Planning Commission voted to recommend approval of the North Newport Center transfer of development rights to the City Council. WHEREAS, the City Council held a noticed public hearing on December 11, 2007, to consider the recommendation of the Planning Commission. WHEREAS, the City Council finds that: (1) Consistent with General Plan Policy LU 6.14.3, the transfer of development rights will not result in any adverse traffic impacts, as documented in the traffic study. (2) Consistent with General Plan Policy LU 6.14.3, the transfer of development rights will not result in greater intensity than that which is allowed without the transfer, as documented in the intensity study, and is consistent with the intent of the General Plan. NOW, THEREFORE, BE IT RESOLVED that the City Council approves the transfer of development rights specified in Development Agreement No. DA2007 -002, based on the weight of the evidence in the administrative record, including the traffic and intensity studies. BE IT FURTHER RESOLVED that the transfer of development rights specified in the Development Agreement shall not go into effect until the City Council approves or adopts all of the following: (1) the North Newport Center Planned Community Affordable Housing Implementation Plan; (2) the North Newport Center Planned Community Development Plan; (3) the Block 500 Planned Community District Regulations; (4) the San Joaquin Plaza Planned Community District Regulations; (5) Traffic Study No. TS2007 -001; and (6) the Development Agreement entitled Zoning 2 Implementation and Public Benefit Agreement Between the City of Newport Beach and The Irvine Company LLC Concerning North Newport Center (Fashion Island, Block 500, Block 600, and San Joaquin Plaza). PASSED AND ADOPTED on the 11th day of December, 2007, by the following vote, to wit: AYES, CITY COUNCIL MEMBERS NOES, CITY COUNCIL MEMBERS ABSENT, CITY COUNCIL MEMBERS MAYOR ATTEST: CITY CLERK Newport Center Trip Transfer Traffic Study (To be attached upon recommendation of approval) lI Development Agreement No. (To be attached upon recommendation of approval) ATTACHMENT NO. 11 November 15, 2007 Planning Commission staff report CITY OF NEWPORT BEACH PLANNING COMMISSION STAFF REPORT November 15, 2007 Agenda Item 4 SUBJECT: North Newport Center Planned Community (PA2007 -151) 500 -600 Blk Newport Center Drive, 42000 Blk San Joaquin Plaza • Code Amendment No. CA2007 -007 • PC Development Plan Amendment No. PD2007 -003 • Development Agreement No. DA2007 -002 • Traffic Study No. TS2007 -001 APPLICANT: The Irvine Company CONTACT: Patrick J. Alford, Senior Planner (949) 644 -3235 palford lfc)citv.newport- beach.ca.us PROJECT SUMMARY The following discretionary approvals are requested or required in order to implement the project as proposed: Code Amendment No. CA2007 7007 to change the zoning classification of Block 600 from the Administrative Financial Professional (APF) District to the Planned Community (PC) District and the open space corner lots in Block 500 and Block 600 from the Open Space (OS) District to the Planned Community (PC) District. 2. Planned Community Development Plan Amendment No. PD2007 -003 to adopt a new Planned Community Development Plan for Fashion Island, Block 600 and portions of San Joaquin Plaza and Block 500 and to remove these areas from the San Joaquin Plaza Planned Community Development Plan and the Block 500 Planned Community Development Plan. 3. Development Agreement No. DA2007 -002 to vest development rights and establish a public benefit contribution to the City. 4. Traffic Study No. TS2007 -001 to evaluate potential traffic impacts and circulation system improvements. 5. An Affordable Housing Implementation Plan specifying how the development will meet the City's affordable housing goal. 6. Transfer of Development Rights finding that the transfer is consistent with the intent of the General Plan and will not result in any adverse traffic impacts. RECOMMENDATION North Newport Center PC November 15, 2007 Page 2 Adopt the draft resolution (Exhibit 1) recommending adoption of the Addendum to Final Environmental Impact Report (SCH No 2006011119) for the City of Newport Beach General Plan 2006 Update (Exhibit 2) and adopt the draft resolutions (Exhibits 3 -9) recommending approval of Code Amendment No. CA2007 -007, Planned Community Development Plan Amendment No. PD2007 -003, Development Agreement No. DA2007 -002, Traffic Study No. TS2007 -001, the Affordable Housing Implementation Plan, and Transfer of Development Rights to the City Council. North Newport Center PC November 15, 2007 Page 3 GENERAL PLAN ZONING (4 l LOCATION GENERAL PLAN ZONING CURRENT USE San Joaquin Plaza Planned Community (PC- ON -SITE Regional Commercial (CR); Mixed Use Horizontal 3 19); Administrative, Professional, Financial Regional shopping center; hotel Business and professional (MU -113); Open Space (OS) (APF); Block 500 Planned offices Community (PC -46); Open Space OS Single Unit Residential Attached (RS -A); Single NORTH Unit Residential Big Canyon Planned Single -unit residential; multiple - Detached (RS -D); Community (PC-8) unit residential Multiple Unit Residential RM SOUTH Medical Commercial Office (CO -M) Administrative, Professional, Financial and professional APF offices Mixed Use Horizontal 3 Block 500 Planned EAST (MU -H3); Medical Community (PC -46); Business, medical and Commercial Office (CO- Block 400 Planned professional offices M) Community PC -28 Administrative, Professional, Financial General Commercial (APF); Land Rover (CG); Public Facilities Planned Community (PC- (PF); Private Institutional 20); Government, Service station; automobile (PF); Regional Educational, and dealership; NBPD /Fire Station WEST Commercial Office (CO- Institutional Facilities No. 3; museum; business and R); Visitor Serving (GEIF); Block 500 professional office; hotel; Commercial (CV) Planned Community (PC- multiple -unit residential Multiple Unit Residential 46); Block 800 Planned (RM) Community (PC -23); Multiple Family Residential MFR Li North Newport Center PC November 15, 2007 Page 4 INTRODUCTION Project Setting The proposed North Newport Center Planned Community is located in Newport Center /Fashion Island, a regional center of business and commerce that includes major retail, professional office, entertainment, recreation, and residential. The proposed Planned Community consists of Fashion Island, Block 600, and portions of San Joaquin Plaza and Block 500. Fashion Island (approximately 75 acres) is developed with a regional shopping center consisting of anchor department stores, retail stores, restaurants, and a cinema. Block 600 (approximately 25 acres) is developed with the 295 -room island Hotel and high -rise business and professional office buildings and parking structures. The subject portion of Block 500 (approximately 15 acres) is developed with high -rise and low -rise business, professional and medical office buildings and surface parking. The subject portion of San Joaquin Plaza (approximately 23 acres) is developed with.a complex of low -rise business and professional offices, a parking structure, and surface parking. The areas surrounding the proposed Planned Community are developed. To the north of San Joaquin Plaza, Block 600, and Block 500, and across San Joaquin Hills Road, land uses include residential and a golf course within the Big Canyon Planned Community (PC -B). To the south and west is low -rise and mid -rise business, medical and professional office development. To west of Fashion Island is the Granville residential community, the Newport Beach Marriott Hotel, and business and professional offices. To the west of San Joaquin Plaza is a mix of institutional and commercial uses and public facilities. Project Description The proposed North Newport Center Planned Community Development Plan (Exhibit 10) is a set of land use, development and administrative regulations for Fashion Island, Block 600 and portions of San Joaquin Plaza and Block 500 (identified by the shaded areas on the Vicinity Map). The PC Development Plan includes a set of Design Regulations, which expand upon the regulations of the Development Plan and are intended to insure that future development implement the Land Use Element policies for Newport Center. If adopted, the PC Development will replace the existing Planned Community Development Plan for Fashion Island (PC -35). The Planned Community Development Plans for San Joaquin Plaza (PC -19) and Block 500 (PC -46) will be amended to remove the North Newport Center properties (Exhibits 11 and 12, respectively). Districting Maps No. 48, No. 49, and No. 50 (Exhibits 13, 14, and 15, respectively) would be amended to reflect the zoning reclassification of Block 600 from the Administrative Financial Professional (APF) District to the Planned Community (PC) District and the "open space comer" lots in Block 500 and Block 600 from the Open S North Newport Center PC November 15, 2007 Page 5 Space (OS) District to the Planned Community (PC) District. The "open space corner' lots would continue to be limited to landscaping and project identification signs. The project includes a transfer of development rights, which will allow development rights to be transferred through a change in location of use and/or a conversion of non- residential use to any other non - residential use allowed by the General Plan. The .proposed transfer of development rights will require a finding by the City Council that the transfer is consistent with the intent of the General Plan and will not result in any adverse traffic impacts. The project includes a development agreement (Exhibit 16), which is required by General Plan policy LU 6.14.8 and Section 15. 45.020 of the Newport Beach Municipal 'Code. The development agreement vests development rights and establishes a public benefit contribution to the City. The project includes an Affordable Housing Implementation Plan (Exhibit 17), which provides options for how future development will meet the City's affordable housing goal. Background On July 25, 2006, the City Council certified Environmental Impact Report (SCH No 2006011119) for the City of Newport Beach General Plan 2006 Update. The FEIR addresses the potential environmental impacts associated with the build -out of the City, inclusive of Fashion Island, Block 500, Block 600, and San Joaquin Plaza (North Newport Center). On November 7, 2006, the General Plan 2006 Update is approved by voters. On March 13, 2007, the City Council adopts Ordinance No. 2007 -6 requiring development agreements for certain development projects, including those with 50 or more dwelling units and new non - residential development in Newport Center. On July 24, 2007, the application for the proposed project was submitted to the Planning Department. On August 14, 2007, the City Council authorized a committee of Mayor Rosansky and Mayor Pro Tern Selich to negotiate the proposed development agreement with the Irvine Company. On October 30, 2007, a special joint Planning Commission /City Council meeting was held to receive a presentation by the Irvine Company on the proposed North Newport Center Planned Community. I DISCUSSION Analysis Proposed PC Development Plan Land Use and Development Requlations North Newport Center PC November 15, 2007 Page 6 Newly created provisions within the General Plan allow for the introduction of new residential opportunities, new retail square footage, hotel units and expanded office development into the Newport Center /Fashion Island area. The proposed PC Development Plan has defined these opportunities and are generally grouped as Fashion Island Sub -Area and Mixed -Use Sub - Areas. The PC Development Plan also defines development limits which are consistent with :those established by the General Plan and nrP irlPntifiPrl in the tahla halms, Development Limits Land Use Fashion Block Block San Joaquin Total Island 500 600 Plaza Regional 1,s6g19,5re 25 1,619,525 Commercial feet 0 0 0 square feet 1,700 seats 1,700 seats Movie Theatre (27,500 0 0 0 (27,500 square square feet) feet) Hotel (A) (B) 425(B) (B) 490 Residential 0 (C) (C) (C) 430 285,142 1,001,634 337,261 Office /Commercial 0 square square square 1,746,979 feet feet feet square feet A. Hotel rooms are permitted in Fashion Island through the transfer of development rights. B. 65 additional hotel rooms may be located in Block 500, Block 600 or San Joaquin Plaza. C. Residential units are permitted in Block 500, Block 600 and San Joaquin Plaza so long as the total number of units does not exceed 430 units. Fashion Island Sub -Area: Fashion Island is the primary retail hub within Newport Center and. is developed with retail, dining and commercial entertainment uses. Permitted uses for Fashion Island include uses in support of the existing retail, dining and commercial entertainment uses. Fashion Island is intended to be a vibrant regional North Newport Center PC November 15, 2007 Page 7 retail and entertainment center and a day /evening destination with a wide variety of uses which will serve visitors, residents and employees of the area. The total gross floor area for Fashion Island is 1,619,525 plus the 1,700 -seat movie theater. The movie theater building area is equivalent to and may be converted to 27,500 square feet of retail development. The conversion of the movie theater to retail space shall not require =any additional parking. No residential uses are permitted within the Fashion Island sub- area boundary. Mixed -Use Sub - Areas: The Mixed -Use blocks Include Block 500, Block 600 and San Joaquin Plaza. The Mixed -Use blocks are generally comprised of administrative, professional, and. financial office uses. Block 600 contains hotel and related ancillary uses as well. This Development Plan allows for the diversification of land uses in order to encourage new and original uses consistent with the Mixed -Use concept as established in the General Plan. Permitted uses for the Mixed -Use blocks include offices, light general commercial, hotel, residential and other mixed uses in accordance with the General Plan MU -H3 land use designation. Up to 430 residential units and 490 hotel rooms are permitted within the Mixed -Use blocks. Development rights may be transferred through a change in location of use(s) and/or a conversion of non - residential use to any other non - residential use allowed by the General Plan and this Planned Community Development Plan or applicable zoning at the receiving site(s). Residential use may be relocated, but may not be converted to or from another use. The transfer of development rights may occur only if the transfer will not result in any adverse traffic impacts and will not result in greater intensity than development allowed Without the transfer. Site Development Standards The following typical site development standards shall apply to the North Newport Center Planned Community. Most of the standards were established under previously approved PC Development Plans and reflect existing development conditions. Height: Allowable heights are determined by sub -area. All building heights are measured at finished grade. Fashion Island: The maximum heights of structures within Fashion Island are depicted below. These standards were established: u Fashion Island Height Limits Building Type Height Major Buildings 125' Mall Buildings 75' Parking Structures 55' Periphery Buildings 40' North Newport Center PC November 15, 2007 Page 8 Block 500: The maximum height of all structures in Block 500 shall be 375 feet as measured from finished grade. Block 600: The maximum height of all structures in Block 600 shall be 375 feet as measured from finished grade. San Joaquin Plaza: The maximum height of all structures in San Joaquin Plaza shall be 65 feet as measured from finished grade. Standards for Buildings Over 200 Feet in Height Aviation Compatibility — Proposed development is required to comply with the Airport Environs Land Use Plan (AELUP) for the John Wayne Airport: Shade Standards - Proposed structures over 200 feet in height that has the potential to shade residential areas north of San Joaquin Hills Road, are required to provide a shade study that will demonstrate that the new development will not add shade to the designated residential areas. Setbacks: Setbacks for the four sub -areas are listed below. Fashion Island Newport Center Drive: 10 feet; may be reduced to 0 feet by the Planning Director through the plan review process. Block 500 Newport Center Drive: 15 feet Santa Rosa: 15 feet San Joaquin Hills: 15 feet San Nicolas: 15 feet Block 600 Newport Center Drive: 15 feet Santa Cruz: 15 feet San Simeon: 15 feet San Joaquin Hills: 15 feet Santa Rosa: 15 feet Center Drive (e/w):0 feet 0 Center Drive (n /s): 0 feet San Joaquin Plaza San Joaquin Hills: 15 feet Santa Cruz: 15 feet San Clemente: 15 feet Santa Barbara: 15 feet Parking: Parking requirements for North Newport Center are have been established under prior PC Development changed through the proposed PC Development Plan North Newport Center PC November 15, 2007 Page 9 shown below. These standards Plans and are not proposed to be Nort h Newport Center Parking Requirements Land Use Parking Requirement Regional Commercial 3 spaces per 1,000 square feet Movie Theater 3 spaces per 1,000 square feet Office 1 space per 375 square feet Medical Office 1 space per 250 square feet Hotel Municipal Code Residential 2 spaces per unit includes 1 covered; plus 0.5 spaces per unit up to 50 units, then 0.25 spaces per unit thereafter for guest parking Other Municipal Code On -Street Parking - On- street parking can be counted towards the parking requirement. Specific areas are outlined below: Sub -Area On- Street Parking Fashion Island Adjacent on -street parking on Newport Center Drive Block 500 Adjacent on- street parking on Newport Center Drive and San Nicolas Block 600 Adjacent on- street parking on Newport Center Drive Valet Parking - Valet parking and satellite parking with shuttle service has been and will continue to be a component of the parking strategy for Newport Center /Fashion Island. Parking Management Plan - Parking management plans have been encouraged to be used as a tool to address potential issues in the PC Development Plan. Parking management plans may address issues such as modified parking requirements based upon complimentary peak hour demand of uses, off peak shared parking between sub- areas, drop off and valet services on private property, and tandem parking. aim: Iv North Newport Center PC November 15, 2007 Page 10 All permanent and temporary signs in North Newport Center that are visible from public rights -of -way and public property will be regulated by the proposed PC Development Plan. Sign criteria had been developed under the previously approved PC Development Plans. The proposed PC Development Plan has translated the previous sign criteria into a comprehensive easy to use reference. No substantive changes to have been proposed. Residential Compatibility: Permitted uses in North Newport Center include uses and events that have the potential to generate noise. Due to the day /evening use of Fashion Island in particular, noise generating activities, lighting, odors from restaurants, and similar occurrences are produced and take place during all hours of operation. Such uses and events are required to comply with the City's Municipal Code regulating these uses. Disclosures shall be made to prospective buyers /tenants of residential developments that there is an expectation for noise levels higher than in typical suburban residential areas as part of the Mixed -Use concept within North Newport Center. Additionally, the disclosure shall indicate that there is an expectation for lighting, odors and similar occurrences in a Mixed -Use setting as compared to suburban residential areas. Residential Open Space Requirements: Open space standards have been developed for new residential development projects. Each project shall provide a minimum of 5 percent common outdoor open.space accessible to all residents; common indoor space of at least 500 square feet; and private open space for at least 50 percent of all the dwelling units proposed. Plan Review Process Included within the proposed PC Development Plan is a new development review process. Currently, there is no formalized design review of development within the underlying PC Development Plan areas nor do the PC Development Plans contain comprehensive design requirements. Historically, review of development proposals relied upon a staff determination of consistency with the PC's . site development standards and zoning requirements. Design standards rest solely on the commitment of the developer to provide good design proposals. In instances where a use permit was required for a particular use, a discretionary application was reviewed however, the review primarily focused on the use and not design. The PC Development Plan includes a new "Plan Review" process for new structures within the North Newport Center Planned Community district. Prior to the issuance of a building permit, all development proposals shall be subject to a Plan Review by the Planning Director to determine compliance with the Planned Community Development Plan and North Newport Center Design Regulations. Each Plan Review submittal is required to contain sufficient details for a thorough review of the relationships between uses on the site and on adjacent sites consistent with the Development Plan and the Design Regulations. Speck submittal requirements are outlined in the PC North Newport Center PC November 15, 2007 Page 11 Development Plan. Signs, tenant improvements, carts, kiosks, temporary structures and uses are exempt from this process review. Submittals shall be reviewed by the Planning Director, and the Planning Director shall approve the project with the following findings: The proposed use and/or development is consistent with the General Plan. 2. The proposed use and /or development is consistent with the North Newport Center PC Development Plan and Design Regulations. The Planning Director action is the final action unless appealed in accordance with the Municipal Code. Design Regulations The proposed Design Regulations are intended to expand upon the standards set forth in the Planned Community Development Plan. All new commercial and residential development is subject to the Design Regulations. Review for compliance of projects under this section shall occur through the plan review process, as defined in the Development Plan, prior to building permit issuance. To ameliorate these limitations, several policies were included in the General Plan that are intended to guide future development within Newport Center /Fashion Island. The primary goal of these design regulations is to guide future development and to create mixed -use land uses that integrate new .commercial and residential uses seamlessly with existing commercial, office, entertainment, and residential uses that are supported by a more pedestrian friendly environment. The Design Regulations are to be used in conjunction with other applicable codes, documents, and ordinances to assess compliance of proposed projects with the Planned Community Development Plan and the General Plan. The design standards have been grouped in four separate categories: Building Location and Massing; Landscape; Circulation; and Orientation, Identity, and Safety. Each of the categories contain design objectives that will be used to guide and evaluate proposed development in the PC Development Plan area. The following is a narrative for each of the design categories. Building Location and Massing: The building massing and location standards are intended to ensure that new development has an appropriate scale, is related to its use and location, and is properly integrated with adjoining land uses and features. Specific policies have been developed for site planning elements, building envelope, building character and style, building materials and colors, and parking structures. Landscape: The landscape standards are intended to ensure that new commercial and residential development preserves and enhances the existing landscape character of North Newport Center. Policies include overall landscape themes, perimeter and street landscape, parking lot landscaping and internal landscaping. )z. North Newport Center PC November 15, 2007 Page 12 Circulation: The proposed circulation criteria will be used to ensure that new commercial and residential development enhance existing circulation patterns by maintaining existing, upgrading existing and providing new street and walkway connections. Specific standards include streets and pedestrian activity, service and emergency and parking lots Orientation, Identity, and Safety: The design standards for orientation, identity, and safety are intended to ensure that new commercial and residential development promotes wayfinding for residents and visitors, strengthens North Newport Center's sense of place, and produces a safe environment. Standards include gateway and entrances, view corridors, landmarks, signage and lighting. General Plan Consistency The General Plan contains several policies that allow for the introduction of new :residential opportunities, new retail square footage, hotel units and expanded office development into the Newport Center/Fashion Island District. These policies place an emphasis on "the improvement of the area's pedestrian character, by improving connectivity among the 'superb locks', installing streetscape amenities and concentrating buildings along Newport Center Drive and pedestrian walkways and public spaces ". The primary goal of these policies is to create a mixed -use district that integrates new commercial and residential uses seamlessly with existing commercial, office, entertainment, and residential uses that are supported by a more pedestrian friendly environment. This, in turn, will further the City's goal of providing opportunities for residents to reside near jobs, commerce, recreation and entertainment activities. The proposed PC Development Plan and Design Regulations are consistent with the policies outlined in the General Plan for future development in the Newport Center/ Fashion Island. Listed below are the specific policies from the Land Use Element for Newport Center and Fashion Island that the proposed PC Development Plan and Design Regulations are required to be consistent with. LU 6.14.4 Development Scale: Reinforce the original design concept for Newport Center by concentrating the greatest building mass and height in the northeasterly section along San Joaquin Hills Road, where the natural topography is highest and progressively scaling down building mass and height to follow the lower elevations toward the southwesterly edge along East Coast Highway. The proposed PC Development Plan and Design Regulations are consistent with this policy. Siting and building envelope standards in the Design Regulations will ensure that the massing and scale of new development will follow existing topography and elevations. 13 North Newport Center PC November 15, 2007 Page 13 LU 6.14.5 Urban Form: Encourage that some new development be located and designed to orient to the inner side of Newport Center Drive, establishing physical and visual continuity that diminishes the dominance of surface parking lots and encourages pedestrian activity. The proposed PC Development Plan and Design Regulations contain several standards that encourage a strong street presence for new buildings as well as maintain features that would enhance and reinforce the existing pedestrian experience. LU 6.14.6 Pedestrian Connectivity and Amenity: Encourage that pedestrian access and uses within the district be improved with additional walkways and.streetscape amenities concurrent with the development of expanded and new uses. The proposed .PC Development Plan and Design Regulations contain standards that preserve existing pedestrian links (crescent walk) and develop an internal pedestrian -network of walks and paseos that link to existing and new development. LU 6.14.7 Fashion Island Architecture and Streetscape: Encourage that new development in Fashion Island complement and be of equivalent or higher design quality than existing buildings. Reinforce the existing promenades by encouraging retail expansion that enhances the storefront visibility to the promenades and provides an enjoyable retail and pedestrian experience. Additionally, new buildings shall be located on axes connecting Newport Center Drive with existing building to provide visual and physical connectivity with adjoining uses, where practical. The PC Development Plan and Design Regulations are consistent with this policy. Standards within the Design Regulations require that new development be of equivalent or higher standard than existing buildings. Specifically, the building character and style, circulation and orientation and identity sections of the Design Regulations contain standards that meet this land use policy. Transfer of Development Rights The General Plan allows a transfer of development rights within Newport Center in accordance with the following Land Use Element policy: LU 6.14.3 Transfers of Development Rights Development rights may be transferred within Newport Center, subject to the approval of the City with the finding that the transfer is consistent with the General Plan and that the transfer will not result in any adverse traffic impacts. The Irvine Company is proposing to transfer a portion of the existing development rights from Block 600 to Block 500. The transfer includes the conversion of 195 unbuilt hotel rooms to office space, and the transfer of this entitlement to Block 500. It also includes the removal of the following existing uses from Block 600, and transfer of this N North Newport Center PC November 15, 2007 Page 14 entitlement to Block 500: 17,300 square feet of health club, 16,444 square feet of restaurant, and 8,289 square feet of office. Up to 72,000 square feet of the transferred development rights could be used for a new City Hall in Block 500. The City retained Austin -Foust Associates, Inc. to analyze the traffic impacts of the - proposed transfer; their report, Newport Center Trip Transfer Traffic Study, is included in the environmental Addendum. The traffic analysis is based on PM peak hour trip generation, since this is the time of day when Newport Beach's circulation system experiences the most congestion. A total of 339 PM peak hour trips are projected to be generated from the existing and entitled uses proposed to be eliminated from Block 600. Allowing for 72,000 square feet in a new City Hall, (with a higher trip generation rate than for general office use), 205,161 square feet of office entitlement could be transferred to Block 600 and maintain the same overall trip generation for North Newport Center (338 trips). To ensure that the transfer of development rights does not result in more density than allowed by the General Plan, staff also conducted an intensity analysis, shown below. Unbuilt Entitlement: 30 hotel rooms from original Four Seasons entitlement 100 room hotel expansion (GPA 97 -3 -D) 65 hotel rooms from 2006 General Plan Subtotal Development to be Removed. Family Fitness Palm Gardens Miscellaneous office Subtotal TOTAL AVAILABLE FOR TRANSFER Deduction for City Hall Available for office development in Block 500 30,000 sq. ft. 142,500 sq. ft. 92.625 so. ft. 265,125 sq. ft. 17,300 sq. ft. 16,447 sq. ft. 8.829 so. ft. 42,036 sq. ft. 307,161 sq. ft. 72.000 sq. ft. 235,161 sq. ft. To comply with both the General Plan intensity limits and the policy that a transfer of development rights may not result in adverse traffic impacts, only the lower entitlement number resulting from the two analyses may be transferred. Therefore, 205,161 square feet may be transferred to Block 500 for office development, and a City Hall of 72,000 square feet may be developed in Block 500, l g- North Newport Center PC November 15, 2007 Page 15 Development Agreement The North Newport Center project is required to be the subject of a development agreement by General Plan policy LU 6.14.8, which reads, LU 6.14.8 Development Agreements Require the execution of Development Agreements for residential and mixed -use development projects that use the residential 450 units identified in Table LU2 (Anomaly Locations). Development Agreements shall define the improvements and benefits to be contributed by the developer in exchange for the City's commitment for the number, density, and location of the housing units. Municipal Code section 15.45.020 also requires a development agreement for this project because it is required by the General Plan, requires a Zoning Code amendment, and includes the development of more than 50 residential units as well as new non- residential development in Newport Center. The City Council appointed a committee (Mayor Rosansky and Mayor Pro Tern Selich) to negotiate. the North Newport Center Development Agreement with The Irvine Company. A draft of the Agreement (formally titled "Zoning Implementation and Public Benefit Agreement') they are recommending is attached (Exhibit 16). Major provisions of the Agreement are outlined below, with reference to the relevant section of the Agreement. 1. Cancellation of Circulation Improvement and Open Space Agreement and Bonita Canyon Annexation and Development Agreement (Section 2) 2. Vesting of rights to develop 75,000 sq. ft. of retail space, 205,161 square feet of office space (through the transfer of development rights) and 430 residential uses in North Newport Center for 20 years (Sections 6.2, 11) 3. Payment of in -lieu park fees for 430 residential units, including early payment of a portion of fees ($5,600,000) as a matching grant for OASIS Senior Center (Section 4.1) 4. Payment of public benefit fee ($27,090,000) to fund construction of new City Hall building at any location, or other municipal purpose (Section 4.2) 5. Construction of third eastbound turn lane at MacArthur Boulevard and San Joaquin Hills Road (Section 7.3) 6. Circulation enhancements in the North Newport Center area, including widening of Avocado Avenue between San Miguel Drive and San Joaquin Hills Road, and enhancement of San Miguel Drive between Avocado Avenue and MacArthur Boulevard (including dedication of right -of -way) (Sections 4.4, 4.5) 11 North Newport Center PC November 15, 2007 Page 16 7. Dedication of the site north of San Miguel Drive, west of MacArthur Boulevard, south of San Joaquin Hills Road and east of Avocado Avenue for open space, if a new City Hall is constructed on a site in Newport Center other than Block 500 (Section 4.6) 8. Four -year option for the City to purchase a site in Block 500 for City Hall as well as the use of 300 to 375 parking spaces in a new parking structure (Section 4.8) 9. Limit on future increases in development fees (Section 5.2) 10. Limit on future amendments to Municipal Code pertaining to development of the North Newport Center property (Section 8.2) The City Council committee and staff believe that the proposed development agreement satisfies the requirements of the General Plan policy for Newport Center development agreements. It specifies circulation improvements for which The Irvine Company will. be responsible, as well as benefits to be contributed in the areas of park fees, City Hall site and funding, and dedication of street right -of -way and open space. The agreement also vests The Irvine Company's right to build 430 residential units in Blocks 500 or 600 or San Joaquin Plaza. Municipal Code Section 15.45.040 describes the required contents of all development agreements. The North Newport Center Development Agreement species the term, and the permitted uses, density and intensity of development, as described in the list above. Through the Planned Community Development Plan being considered concurrently and included as an exhibit to the Agreement, maximum height and size of proposed buildings are addressed. Article 4 of the Agreement describes.the required dedications of land to the City, as well as other public benefits. These provisions include all of the required elements of a development agreement. Municipal Code Section 15.45.050 provides that the Planning Commission shall hold a public hearing on a development agreement, but does not provide guidance regarding the Commission's review or recommendation responsibility. Staff recommends that the Commission consider whether the proposed Agreement meets the requirements of the General Plan and the Municipal Code, and whether the public benefits, taken as a whole, are appropriate benefits to support the development rights vested by the Agreement and the term of the Agreement. The details of the public benefits are more appropriate subjects for consideration by the City Council. Traffic Phasing Ordinance Municipal Code Chapter 15.40 (Traffic Phasing Ordinance, or TPO) requires that a traffic study be prepared and findings be made before building permits may be approved for certain projects. The North Newport Center project is early in the development process, and building permits for individual projects will not be requested for some time. Therefore, the project is not required to comply with the TPO at this time. However, the applicant has elected to comply with TPO requirements early, !) North Newport Center PC November 15, 2007 Page 17 following the provisions of Section 15.40.030.13.2 for a "Comprehensive Phased Land Use Development and Circulation System Improvement." These provisions apply to a project that is not expected to be complete within 60 months of approval, and include different findings than for a shorter term project. All of the findings in Section 15.40.030.B.2, discussed below, are required for project approval. a. The project must be subject to a development agreement that requires circulation improvements early in the development phasing program. The City and The Irvine Company are parties to an existing development agreement known as the Circulation Improvement and Open Space Agreement ( CIOSA). Through this agreement, The Irvine Company made early payment of fair share fees and provided or facilitated financing so the City could complete circulation improvements earlier than it otherwise could have. While the Company made full payment of fair share fees, it developed only 88% of the residential units that CIOSA allowed, and not all of the commercial development that was allowed. During the 2006 General Plan update, entitlement for the remaining units and commercial floor area was removed from the CIOSA properties. The 2006 General Plan also added residential entitlement to Newport Center, which the Company proposes to implement in the North Newport Center project. The circulation improvements already completed pursuant to CIOSA could be considered improvements early in the development phasing program of the North Newport Center project. CIOSA circulation projects that benefit Newport Center are the following. 1. Frontage improvements along Jamboree Road at access to the Newporter North property. A traffic signal at the intersection of Santa Cruz Drive and San Clemente Drive in Newport Center Block 800 2. Construction of half - section of MacArthur Boulevard to ultimate width along frontage of the Freeway Reservation property 3. Construction of half - section of MacArthur Boulevard to ultimate width along frontage of The Irvine Company's property at "Newport Village . 4. Construction of half- section of MacArthur Boulevard to ultimate width along frontage of Big Canyon Area 16 5. Widening of MacArthur Boulevard between Ford Road and the San Joaquin Hills Transportation Corridor to provide for a minimum of six travel lanes and a minimum of three northbound travel lanes 6. Dedication of right of way along the west.side of MacArthur Boulevard between Pacific Coast Highway and San Joaquin Hills Road The proposed Development Agreement species that construction of the third eastbound turn lane at the intersection of MacArthur Boulevard and San Joaquin Hills Road will be completed prior to issuance of a certificate of occupancy for the /00 North Newport Center PC November 15, 2007 Page 18 first building constructed under the Agreement, but in no event later than 60 months after the operative date of the Agreement. In addition, the applicant will dedicate right -of -way for widening of San Miguel Drive between Avocado Avenue and MacArthur Boulevard when the City completes a design for this improvement. This could occur early in the development phasing. b. The traffic study must demonstrate that the portion of the project expected to be completed within 60 months of approval -- or the project, with circulation improvements by the proponent -- will not cause nor make worse an unsatisfactory level of service at any impacted primary intersection. The City retained Austin -Foust Associates, Inc. to prepare a traffic study as required by the TPO, and it is included in the environmental Addendum. The study used the worst case assumption that all development in the project would be completed within 60 months, specifically by 2009. Impacts were identified at three intersections. The PM peak. hour level of service (LOS) at MacArthur Boulevard and San Joaquin Hills Road would change from D, which is satisfactory, to E, which is unsatisfactory. The AM peak hour LOS at Goldenrod Avenue and Coast Highway also would change from D to E. Marguerite Avenue and Coast Highway would experience LOS E during both AM and PM peak hours without the project; the project would make this unsatisfactory LOS worse. Because the Development Agreement includes an improvement (third eastbound turn lane) that will eliminate the impact at MacArthur Boulevard and San Joaquin Hills Road, the finding can be made with regard to one of the three impacted intersections. c. The Land Use and Circulation Elements of the General Plan are not made inconsistent by the impact of project trips (including circulation improvements) when added to development anticipated based on the General Plan and Zoning Ordinance. The development included in the North Newport Center project is consistent with the 2006 General Plan; in fact, the Planned Community Development Plan is the first zoning document prepared to. implement the General Plan. The Zoning Ordinance currently in effect may allow more development, and therefore result in more trips than the General Plan. However, City Council Resolution No. 2007- 3 establishes an interim development review process until the Zoning Code is rewritten to be consistent with the General Plan. This Resolution provides that no land use, or density or intensity of use, may be permitted unless it is consistent with both the General Plan and the Zoning Code. Implementation of this Resolution will prevent the project from resulting in inconsistency between the General Plan elements. The circulation improvement noted in the previous finding is included in the Circulation Element. Finally, the Circulation Element, unlike the TPO, establishes LOS E as satisfactory for the two impacted intersections for which no improvement is included in the project. /g North Newport Center PC November 15, 2007 Page 19 d. The project is required, during the 60 months immediately after approval, to construct circulation improvements such that: 1. Project trips will not cause nor make worse an unsatisfactory level of service at any impacted intersection for which there is a feasible improvement. The improvement to MacArthur Boulevard and San Joaquin Hills Road Will be completed within 60 months of project approval and will eliminate the project's impact at this intersection. In approving the General Plan, the City Council found that there are not feasible improvements for the other two impacted intersections, and the adopted Circulation Element establishes LOS E as the standard for these intersections. 2. The benefits from the circulation improvements by the project proponent outweigh the adverse impact of project trips at any impacted primary intersection for which there are no feasible improvements. The project causes the intersection of MacArthur Boulevard and San Joaquin Hills Road to change from LOS D to E; however, the increase in the PM peak hour intersection capacity utilization (ICU) is only .027. The applicant's agreement to construct the improvement is therefore beyond what would be required to mitigate the impact of this project alone. This, in addition to the earlier CIOSA improvements discussed in finding "a" above, could be considered to outweigh the adverse impact of project trips at the two Coast Highway intersections, for which there are no feasible improvements. Staff's analysis shows that findings "a," "c" and "d" can be made, but finding "b" cannot be fully made because the two Coast Highway intersections will experience unsatisfactory levels of service and there are no feasible improvements.. When the TPO findings cannot be made, the ordinance allows the Planning Commission or City Council to find that the project will result in benefits that outweigh the project's anticipated negative impact on the circulation system. This finding requires a 5/7 vote of the members eligible to vote. As outlined in the discussion of the Development Agreement, the North. Newport Center project would result in public benefits including early payment. of park fees, availability of a site for City Hall, funding for the construction of City Hall at any location the City chooses, and circulation improvements at locations in the vicinity of the project other than "impacted primary intersections." These benefits could be considered to outweigh the traffic impacts at two intersections for which there are no feasible improvements and which meet the General Plan LOS standard, even with full project implementation. It should be noted that the project analyzed in the traffic study is slightly different from the project being considered in the other actions for this item. The traffic study assumes that the 430 residential units will be developed in Block 600, and it does not include 2D North Newport Center PC November 15, 2007 Page 20 development of a 72,000 square foot City Hall. If The Irvine Company decides to develop housing units in Block 500 and/or San Joaquin Plaza, another traffic study may be required to comply with the TPO. Likewise, development of City Hall, or 72,000 square feet of other office space if the City decides to build on a site other than Block 500, will be subject to requirements of the TPO. Affordable Housing Implementation Plan The Housing Element Program 2.2.1 requires that an Affordable Housing Implementation Plan (AHIP) be prepared for projects with more than 50 residential units. The proposed AHIP for the North Newport Center project (Exhibit 17) provides that the developer will meet the City's goal that an average of 15% of new units be affordable to lower income households. The.exact method of providing affordable units has not been specified, but two options are included. The Irvine Company owns the former Child Time site on San Miguel Drive, which is now vacant. The General Plan allows ten residential units on the site. If the State mandated density bonus of 35% for a fully affordable development is applied, the site can accommodate 14 units. These units would be maintained as affordable for a minimum of 30 years. Whether or not The Irvine Company elects to build on the Child Time site, they will record covenants on existing apartments along San Joaquin Hitls Road (The Bays) to maintain them as affordable units for 30 years. The number of affordable units provided in The Bays will depend on whether the Child Time site is used, and on the income level served by the affordable units. Fewer units are required at lower income levels, because the subsidy required for these units is higher. For the 430 units included in the North Newport Center project, 65 units (15 %) affordable to low- income households are required. The number of very low- income units required is 43 (10 %), and the moderate - income requirement is 86 units (20 %). The AHIP indicates that the affordable units will be provided incrementally, with one - third of the requirement provided with each 100 market rate units. This schedule will result in meeting the entire affordable requirement before all of the market rate units are built. Under both options, -the affordable housing would be provided off site from the project. Staff finds this to be an acceptable solution for this project. Both off -site locations are close enough to North Newport Center that they can provide housing for employees, with The Bays being in walking distance of the project site. The proposed AHIP satisfies the requirements of the Housing Element. Environmental Review An Addendum to the Final Environmental Impact Report (SCH No 2006011119) certified on July 25, 2006 was prepared in accordance with the provisions of the California Environmental Quality Act (CEQA), Public Resources Code § §21000, et seq., and the State CEQA Guidelines, California Code of Regulations § §15000, et seq. The Z_ t North Newport Center PC November 15, 2007 Page 21 purpose of the Addendum is to analyze the potential differences between the impacts evaluated in the General Plan EIR and those that would be associated with the proposed project. The potential impacts associated with these proposed changes would either be the same or less than the anticipated levels ascribed in the certified General Plan EIR. In addition, there are no substantial changes to the circumstances under which future development projects subject to the 2006 General Plan and PC Development Plan would be undertaken. Public Notice Notice of this hearing was published in the Daily Pilot, mailed to property owners within 300 feet of the property and posted at the site a minimum of 10 days in advance of this hearing consistent with the Municipal Code. Additionally, the item appeared upon the agenda for this meeting, which was posted. at City Hall and on the city website. Submitted by: Sharon Z. Wood, As ant City Manager EXHIBITS (in the order they are referenced within the report) 1. Draft resolution recommending approval of the Addendum 2. Addendum to FOR for the City of Newport Beach General Plan 2006 Update (under separate cover) 3. Draft resolution recommending approval of CA2007 -007 and PD2007 -003 4. Draft resolution recommending of Development Agreement DA2007 -002 5. Draft resolution recommending approval of Traffic Study TS2007 -001 6. Draft resolution recommending approval of the Affordable Housing Implementation Plan 7. Draft resolution recommending approval of an amendment to the San Joaquin Plaza PC Text 8. Draft resolution recommending approval of an amendment to the Block 500 PC Text 9. Draft resolution recommending approval of the Transfer of Development Rights 10. North Newport Center Planned Community Development Plan (under separate cover) 11. Amended San Joaquin Plaza Planned Community Development Plan 12. Amended Block 500 Planned Community Development Plan 13. Amended Districting Map No. 48 14. Amended Districting Map No. 49 15. Amended Districting Map No. 50 16. Development Agreement 17. Affordable Housing Implementation Plan FAUSERSIPLMSharedtPA WAs - 2007VPA2007- 45112007 -44 -45 PC Staff Reportdoc 2.2 ATTACHMENT NO. 12 November 29, 2007 Planning Commission staff report CITY OF NEWPORT BEACH SUPPLEMENTAL PLANNING COMMISSION STAFF REPORT November 29, 2007 Agenda Item 1 SUBJECT: North Newport Center Planned Community (PA2007 -151) 500 -600 Blk Newport Center Drive, 42000 Blk San Joaquin Plaza ■ Code Amendment No. CA2007 -007 ■ PC Development Plan Amendment No. PD2007 -003 ■ Development Agreement No. DA2007 -002 • Traffic Study No. T82007 -001 APPLICANT: The Irvine Company CONTACT: Patrick J. Alford, Senior Planner (949) 644 -3235 palfordCaDcity.newport- beach.ca us At the November 15, 2007 meeting on the proposed project, the Planning Commission requested additional information regarding provisions for setbacks and parking in the proposed Planned Community (PC) Development Plan. This information is provided in this supplemental staff report. The Planning Commission also requested additional information on traffic issues, including the regression equation used in the traffic study. This information is provided in a separate memorandum (Exhibit 1). The applicant has proposed revisions to the proposed PC Development Plari in response to comments made by the Planning Commission at the November 15, 2007 meeting. Revised sections of the proposed PC Development Plan are provided in underline/strikeout format (Exhibit 2). Draft resolutions recommending approval of the project to the City Council are provided as Exhibits 4 -9. Setback Requirement: The proposed PC Development Plan outlines setback requirements for each of the sub- areas. Setbacks are typically measured from property lines and in the case where a public roadway shares a property line, the setback would be measured from the edge of the right -of -way. The PC Development Plan was not clear regarding this practice; however, it is now revised to clarify that setbacks will be measured from the property line (Exhibit 2). North Newport Center PC November 29, 2007 Page 2 Peak Seasonal /Special Event Parking: Currently the Fashion Island Planned Community Development Plan and District Regulations contain parking requirements for Peak Seasonal and Special Events. Specifically, the requirement is as follows: Peak Seasonal and Special Event Parking Requirements. Parking shall be provided at a rate of 4 parking spaces for each 1,000 sq. ft. including the square feet utilized by theater uses. Parking shall be provided pursuant to this ratio either on -site, or through a combination of on -site and off -site parking, and possibly, trip reduction strategies. An off - site parking program shall be subject,to the review and approval of the City Traffic Engineer and the Police Department, and may include the use of a wide variety of programs which include but are not limited to use of off -site parking in association with a shuttle system, use of on- street parking, or the implementation of trip reduction strategies for either employees or patrons which are demonstrated to reduce parking demand. This requirement has been met through the use of a parking management plan that has been in effect for several years. The proposed PC Development Plan did not intend to eliminate this requirement. Therefore, the PC Development Plan has been revised to retain the original Fashion Island PC language regarding the Peak Seasonal and Special Event Parking requirement (4 spaces per 1,000 sq. ft.), which in turn would keep any management plan in place. Parking Management Plans: A Parking Management Plan is a tool that is commonly used for "mixed -use" areas. These plans assess and address parking needs on an area -wide basis rather than a parcel by parcel or use by use basis. The primary goal of a parking. management plan is to achieve the most efficient use of available parking areas as well as reduce traffic congestion. Typically a plan would provide for two or more uses that have distinct and differing peak parking usage periods (e.g. a theater and a bank), thus allowing a reduction in the required number of parking spaces, and/or use alternate parking strategies such as valet services, tandem parking and shuttle services to meet demands. Mixed -use areas that contain a variety of land uses typically have differing peak periods that can accommodate common and joint use parking facilities. North Newport Center maintains a wide variety of land uses such as office, commercial and recreational uses that can capitalize on alternated parking strategies. Included in the proposed PC Text are provisions that encourage the use of Parking Management Plans. North Newport Center PC November 29, 2007 Page 3 Parkinsa Standards The PC Development Plan has been revised to increase the parking requirements for offices and medical offices to match current Zoning Code standards (1 space per 250 square feet and 1 space per 200 square feet, respectively). The table below provides a comparison of proposed and existing parking requirements for each of the four sub- areas of the proposed PC Development Plan. Parking Com arison Table Proposed San Nom Fashion Joaquin Block 500 Block 600 Land Use Newport Island s Plaza PC PC Text (Zoning Center Text Text Code) Regional Commercial 3 per 1000 sf 3 per 1000 sf N/A N/A N/A Movie Theater 3 per 1000 sf 3 per 1000 sf NBMC NBMC NBMC 1 per 3 seats 1 per 3 seats 1 per 3 seats Office 1 per 250 sf NIA NBMC 1 per 250 sf 1 per 375 sf 1 per 375 sf (approved by (reductions net floor area use permit) NIA allowed ) NBMC 1 per 250 sf 1 per 375 sf (approved by Medical Office 1 per 200 sf 1 per 200 sf use ermit NBMC NBMC NBMC NBMC NBMC Hotel 1 per 2 guest 1 per 2 guest 1 per 2 guest 1 per 2 guest 1 per 2. guest rooms rooms rooms rooms rooms 2 per unit (1 covered) Guest — 0.5 per Residential unit up to 50- N/A N/A N/A N/A unit, 0.25 per unit thereafter 1 Other uses permitted through PC NBMC NBMC NBMC NBMC NBMC Text or Zoning (1) Municipal Code 2 per unit, Including 1 covered, plus 1 for quest parking, for 3 or more units; 2 per unit, including 1 covered, plus 0.5 per unit for guest parking, for 4 or more units. NIA Not permitted under existing PC Text or Zoning North Newport Center PC November 29, 2007 Page 4 Submitted by: Sharon Z. Wood, t&6istant^ Manager EXHIBITS 1. Traffic memorandum 2. Revised sections of the North Newport Center PC Development Plan (under separate cover) 3. FEIR for the City of Newport Beach General Plan 2006 Update (CD under separate cover) 4. Draft resolution recommending approval of the Addendum 6. Draft resolution recommending approval of code/PC amendments 6. Draft resolution recommending approval of Traffic Study TS2007 -001 7. Draft resolution recommending approval of the Transfer of Development Rights 8. Draft resolution recommending approval of the Affordable Housing Implementation Plan 9. Draft resolution recommending approval of Development Agreement DA2007 -002 10. Correspondence FAUSERSIPLNISharecAPW91PAs - 20071PA2007- TST12U07 -TT- 2912007 -TT -29 PC Staff Report.doc ATTACHMENT NO. 13 Excerpt of Draft Planning Commission . I Minutes of November 29, 2007 Planning Commission Minutes 11/29/2007 DRAFT I I Page 9 of 12 3mmissioner Cole noted that with the changes agreed to by the Commission, is application does meet the spirit of the visioning process which suggested retail sits in Newport Center, it is consistent with the General Plan as it does allow for e economic heart of Newport Beach, which is Newport Center, to continue and rive; and, also has tremendous public benefit of millions of dollars of non xpayer monies for multiple civic uses. This is a unique opportunity to improve rr community. otion was made by Commissioner Cole and seconded by Commissioner cDaniel to adopt a resolution recommending to City Council adoption of the idendum.to the Final Environmental Report (SCH No. 2006011119) for the City Newport Beach General Plan. Alford clarified this would include the minor wording corrections, which bit 4 in the supplemental staff report. It was agreed to by the maker of I iissioner Eaton noted his concern that the Commission is not following procedure policy -wise to exclude public review on the environme iairman Hawkins noted that TIC should be congratulated for this project and it wonderful project that will benefit both the City and TIC. However, he is reement with the concern expressed about the addendum. The provide emorandum allows great latitude for the City to approve an addendum based 1 ibstantial evidence and allowing a court to review that and providing gre 4erence to the City. He noted the General Plan argues against the conversi hotel to office and that 3.3 is a land use policy that talks about limiting off file enhancing hotel and we are doing just the opposite. Tracking from the dr R to the Final EIR, the draft added where there was an addition of 40,01 luare feet of office, which was added to an additional 40,000 that was alrea ,ailable. That addition of 40,000 was backed out of the final EIR. Referencii able 8 -1 in the Final EIR, it says mixed use office addition eliminated and 8 so includes the Draft EIR. For those reasons and others, I don't believe that tl the appropriate environmental document. Eaton and Hawkins Toerge or approval to lion was made by Commissioner Cole and seconded by Commissioner Peotte ity Council approve the resolution recommending to City Council the approval of Cod iendment CA2007 -007 with amendments to Planned Community texts. Wood noted the changes to the text that the recommended height will be e from 275 to 300 feet; general office parking standards per the Municir e, on- street parking not to count towards parking requirement; and, addition irement for Parking Management Plans. nmissioner Peotter asked if the Parking Management adoption is different Municipal Code. Ms. Wood answered that it is important to put in here as there is a situation wher me property owners who share in that parking field, those properties are nol I ncluded in the Planned Community text, so this is an added measure of safety. file: //F: \Users\PLN\Shared \Planning Commission\PC Minutes\mn11- 29- 07.htm 12/05/2007 Planning Commission Minutes 11/29/2007 hairman Hawkins noted on page 2 of the resolution there is a reference to the ddendum, which the Planning Commission has made recommendation for I proval. The vote on this is not adverse to any vote on the Addendum itself. yes: Eaton, Peotter, Hawkins, Cole, McDaniel and Hillgren oes: None bsent: Toerge otion was made by Commissioner Cole and seconded by Commissioner Peotter Recommended o recommend to City Council approval of Traffic Study No. TS2007 -001 regarding br approval to the orth Newport Center. ity Council ommissioner Eaton noted that the ITE numbers and NBTM numbers from the eneral Plan are sufficiently th e same and he is satisfied. yes: Eaton, Peotter, Hawkins, Cole, McDaniel and Hillgren oes: None bsent: Toerge otion was made by Commissioner Cole and seconded by Commissioner Peotter Recommended o recommend approval to the City Council for the transfer of development rights or approval to the o the North Newport Center. City Council ommissioner Eaton noted his concern of the consistency issue stating the :ransfer of office is inconsistent with the intent expressed in the General Plan. The ntent was to limit office and encourage the retail and hotel rooms which are being nsferred away. hairman Hawkins agreed this transfer may be a mistake and hamper the onomic engine that Newport Center is by deletion of hotel rooms.. He noted h l not be in su port of this motion based on his concern with the addendum. es: Peotter, Cole, McDaniel and Hillgren es: Eaton and Hawkins sent: Toerge tion was made by Commissioner Cole and seconded by Commissioner Peotte [nits ecommended recommend approval to the City Council of the North Newport Planned r approval to the mmunity Affordable Housing Implementation Plan, which includes the following ity Council endments: adding to Section 2 a new subsection C which reads, "Affordabl shall not be concentrated in any one building under either option." ommissioner Eaton noted his disagreement with the modification as it limits the bility to get the longer term covenant applied to the new units with the financing ew affordable units typically utilize. ommissioner McDaniel noted his agreement and would not be supporting the 'notion. yes: Peotter, Hawkins, Cole and Hillgren Noes: Eaton and McDaniel Abstain: Toerge Motion was made by Commissioner Cole and seconded by Commissioner Peotter Recommended o recommend approval to the 'City Council of Development Agreement No. approval to the City y Council A2007 -002 concerning North Newport Center. ommissioner Peotter suggested a change to the motion to include extending the option period from 4 years to 6 years as listed in paragraph 4.8.1 on page 12. The maker of the motion did not agree. Commissioner McDaniel seconded the motion as presented by Commissionerl Page 10 of 12 file : //F: \Users\PLN\Shared\Planning Commission\PC Minutes\mn11- 29- 07.htm 12/05/2007 Planning Commission Minutes 11/29/2007 mmissioner Hillgren noted the development agreement pulls this all together. body has a greater vested right than The Irvine Company and things they have ne throughout the community are outstanding. He noted his support for thi: plication stating the working relationship between staff and TIC. It is clear tha believe the opportunity to develop a city hall site on this property is valuable. e economics are such that we don't have the basis on what we have beer .sented to fairly evaluate whether it is a fair economic transaction for the City. e basket of goods being provided by TIC is the right one, but I would encourage Council during their deliberations to make sure there is good third partq aluation of the economics of this transaction. Looking at the issues resuitinc m transfer of development rights, we're giving up Transient Occupancy Tai DT) revenues and potentially taking on additional services, etc., understandinc ?se long term benefits is critical. There are a lot of great public benefits but we not in a position to opine that this is a great transaction or not. He noted hi; pport of the Development Agreement. immissioner Peotter suggested adding a sentence to this motion for exer Mello Roos for city hall being assessed or being a special assessment for Clauson answered there would have to be some sort of provision that to tt nt financing is placed on the site, that The Irvine Company, or the proper ar, would pay that assessment that would be attributable to the site. Th it be the best way to resolve the issue on whether legally it is required or not. Peotter noted this verbiage is his recommended amendment to Clauson added when you do any type of financing on a property, you assess r the properties that you own. An interesting point would be that as a sing) i owner The Irvine Company, if the City options the property as a city N ect, the landowner would, depending on how many residents there are with land that they spread the Mello Roos over or the assessment district over. ,e are more than twelve you have to do a vote. Usually Mello Roos is done junction with a residential development. The property owner can apply to the i property on a Mello Roos but can't do it on other property within a Mel )s district unless those property owners agree. I don't know if there is as muc cem for the potential in an agreement where the Mello Roos District is beir ned for the City to be part of or have to pay any kind of assessment becaue would have to agree to be in that district boundary. r. Miller added that Section 6.9 allows the City to veto paying any of that, so ive that right and it is already in the agreement. Garrett, lawyer for The Irvine Company, read the following excerpt, "The C all have the sole discretion to determine whether to establish a commun :ilities district, the improvements to be financed in the method of financing tho provements." We interpret that to say that the City can say yes or no to tl strict and they can say yes or no to every aspect of the district and can say y no to any assessment that would be placed on anybody that would be includ the district, including the right to say yes or no to whether their own property Peotter withdrew the proposed amendment. Page 11 of 12 file : //F: \Users\PLN\Shared\Planning Commission\PC Minutes\mn11- 29- 07.htm 12/05/2007 Planning Commission Minutes 11/29/2007 hairman Hawkins noted the availability of a city hall site in Newport Center is nefit. However, a city hall site in the shadow of The Irvine Company is no ecessarily that great of a benefit. He is concerned that the short time for the ption compromises that benefit further. He noted other changes in the evelopment agreement that the Commission has not had the ability to review. e City Council should consider these changes and look for a longer option riod with less performance requirements. Ayes: Eaton, Peotter, Hawkins, Cole, McDaniel, and Hillgren. Noes: None Absent Toerge ADDITIONAL BUSINESS: ADDITIONAL BUSINESS a. City Council Follow -up - Mr. Lepo reported that the Council was to hear th appeal of the approval for the use permit for the proposed location of the Panini restaurant but due to last minute opposition regarding parkin issues, this item was continued to March 25, 2008 to allow for an initia study and negative declaration. b. Report from Planning Commission's representative to the Economic Development Committee - Chairman Hawkins reported at the last meeting a presentation was made on the Newport Center Planned Community. Report from the Planning Commission's representative to the Genera Plan /Local Coastal Program Implementation Committee - no meeting. d. Matters which a Planning Commissioner would like Staff to report on at subsequent meeting - none. 8. Matters which a Planning Commissioner may wish to place on a future agenda for action and staff report - none. f. Project status - none. 9. Requests for excused absences - none. ADJOURNMENT: 10:20 p.m. DJOURNMENT BRADLEY HILLGREN, SECRETARY CITY OF NEWPORT BEACH PLANNING COMMISSION file: //F: \Users\PLN\Shared\Planning Commission\PC Minutes\mn 11- 29- 07.htm Page 12 of 12 12/05/2007