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HomeMy WebLinkAboutC-3067(E) - Jamboree, 3300 - Declaration of Special Land Use Restrictions and Right of First Refusal 1995 - Fletcher Jones MotorcarsC —3o 67 Recording Requested By: When recorded, mail to: The Irvine Company c/o Irvine Land Management 550 Newport Center Drive, 2nd Floor Newport Beach, CA 92660 Attn: Lee Milligan (Space above this line for Recorder's Use) DECLARATION OF SPECIAL LAND USE RESTRICTIONS AND RIGHT OF FIRST REFUSAL THIS DECLARATION ("Declaration") is made as of 1995, by and between THE IRVINE COMPANY, a Michigan corporation, dba Irvine Land Management ("TIC"), and the CITY OF NEWPORT BEACH, a California municipal corporation ("City"), with reference to the following facts: A. City and TIC have entered into a Dedication Agreement by which City is acquiring from TIC the real property depicted on Exhibit A, and legally described on Exhibit B (the "Main Parcel") situated in the City of Newport Beach, County of Orange, State of California. B. The Dedication Agreement also contemplates the acquisition, now or in the future, by City of related parcels that are contiguous with the Main Parcel (these parcels, and such 1 interest in either parcel as may be acquired by City, are referred to as the "Contiguous Parcels") and which have previously been dedicated by TIC to the Transportation Corridor Agency and the State of California Department of Transportation. The Contiguous Parcels are situated in the City of Newport Beach, County of Orange, State of California, are depicted on Exhibit C, and legally described in Exhibit D. C. City intends to acquire the Main Parcel and Contiguous Parcels, transfer the parcels to Fletcher Jones Motor Cars, Inc., ("Developer") for the purpose of establishing and operating an Automobile Dealership on the Main Parcel and Contiguous Parcels. D. TIC is willing to dedicate the Main Parcel to the City subject to use and development of the Property in accordance with the covenants, conditions, rights, restrictions and limitations specified in this Declaration. E. The Main Parcel and the Contiguous Parcels are sometimes collectively referred to as the "Property." NOW, THEREFORE, in consideration of the foregoing (including the dedication of the Property by TIC to City), as well as other valuable consideration, the parties agree as follows: ARTICLE 1. GENERAL PROVISIONS. 1.1 Citv's Representations and Warranties. CITY REPRESENTS AND WARRANTS TO TIC THAT CITY IS ACQUIRING THE PROPERTY FOR TRANSFER TO DEVELOPER AND DEVELOPER'S IMPROVEMENT AND USE OF 2 yk • • THE PROPERTY AS AN AUTOMOBILE DEALERSHIP IN COMPLIANCE WITH THE RESTRICTIONS SPECIFIED IN THIS DECLARATION. CITY ACKNOWLEDGES, AMONG OTHER THINGS, THAT: (A) TIC IS CONVEYING THE MAIN PARCEL AND CITY SHALL ACCEPT FEE TITLE TO THE MAIN PARCEL FOR USE BY CITY AND DEVELOPER IN ACCORDANCE WITH THE PARTICULAR USES PROVIDED FOR IN THIS DECLARATION; (B) TIC AND CITY DO NOT EXPECT OR INTEND THE PROPERTY TO BE USED AT ANY TIME FOR ANY PURPOSE NOT OTHERWISE PERMITTED IN THIS DECLARATION; (C) WITHOUT THE RESTRICTIONS IN THIS DECLARATION, THE PURPOSES AND EXPECTATIONS OF TIC IN THE DEVELOPMENT AND USE OF THE BENEFITTED PROPERTY AND USE OF THE PROPERTY COULD BE DEFEATED; (D) TIC HAS DETERMINED TO DEDICATE THE MAIN PARCEL TO CITY WITHOUT CASH CONSIDERATION IN LIGHT OF THE PUBLIC PURPOSES SERVED BY THE DEDICATION AND THE PRESERVATION OF SUBSTANTIAL MUNICIPAL REVENUE NECESSARY TO PROVIDE SERVICES TO NEWPORT BEACH RESIDENTS. TIC I5 CONVEYING THE MAIN PARCEL TO CITY BASED UPON THESE REPRESENTATIONS AND WARRANTIES. 1.2 Statement of TIC's General Purposes. TIC is the owner of a large and unique landholding, part of which has been developed as a master planned business, recreational, hotel, residential and retail center situated within the cities of Newport Beach, Irvine, and Tustin and the unincorporated territory of the 3 County of Orange. Distinguishing characteristics of these masterplanned communities include, without limitation, the clear delineation of use areas, together with the strict exercise of architectural and occupancy controls over individual construction projects, so as to ensure the harmonious growth and development of such communities and the maximization of the value of TIC's developed and undeveloped landholdings. In addition to those general concerns, it is vitally important to TIC that the intensity of development shall•be limited on those parcels of property (including the Property) that TIC from time to time elects to dedicate or convey to third parties. Should the development limitations imposed by TIC be exceeded, the roadways and the infrastructure improvements servicing the City of Newport Beach and its environs could be overutilized, resulting in undesirable traffic congestion and imbalances within the City of Newport Beach. Such conditions could in turn adversely affect the ability of TIC to develop, own, operate, lease or sell its landownings, including without limitation the "Benefitted Property." This Declaration is made to promote and achieve the goals and objectives of TIC, with respect to all of the Benefitted Property. 1.3 Definitions. For purposes of this Declaration, these terms shall be defined as follows: (a) "Benefitted Property" shall mean the real 4 property to which the benefit of the provisions of this Declaration inures, and as of the execution of this Declaration shall mean all real property in Orange County, California, which TIC currently owns, including, without limitation, real property described on Exhibit E, and which TIC continues to own at the time of enforcement of applicable provisions of this Declaration. TIC shall have the right by a duly recorded amendment to this Declaration executed solely by TIC to substitute for, or add to, the Benefitted Property, any real property in the County of Orange, State of California which TIC owns as of the date of this Declaration and continues to own through and after the date of such substitution or addition. The Benefitted Property shall be the dominant tenement and the Property shall be the servient tenement for purposes of this Declaration. (b) "TIC" shall mean The Irvine Company as identified above and its successors, assigns or designees who shall assume the obligation, and to whom The Irvine Company shall specifically assign, in writing, the right to enforce these Restrictions, subject to the provisions of the Section entitled "Assignment by TIC." Cars, Inc. (c) "Developer" shall mean Fletcher Jones Motor (d) "Effective Date" of this Declaration shall be 5 • • the date this Declaration is recorded in the Official Records of Orange County, California. (e) "Owner" shall mean the City of Newport Beach, identified above and each and every successor, assignee (including Developer), owner, lessee, licensee or other occupant of the Property, the Specific Facilities, or any portion thereof or interest therein, during their ownership or occupancy. However, the term "Owner" shall not include any person having an interest in all or any portion of the Property or Specific Facilities merely as security for the performance of an obligation, Without limiting the generality of the foregoing, if the Owner leases all or any of its interest in the Property or the Specific Facilities, both the lessor and lessee under such lease shall be responsible as principals (and not sureties) for compliance with all the terms and provisions of this Declaration. (f) "Restrictions" shall mean each and every covenant, condition, restriction, reservation, limitation or other provision of this Declaration. (g) The term "IAC" shall mean Irvine Apartment Communities, L.P. a Delaware limited partnership, or its successors or assigns. (h) The term "IAC Benefitted Property" shall mean 6 all real property in Orange County, California, which IAC currently owns, including without limitation the real property described on Exhibit F, and which IAC continues to own at the enforcement of the restriction contained in Section 2. Apartment Use). IAC shall have the right by a duly document to unilaterally substitute for, or add to, time of 1(h) (No recorded the IAC Benefitted Property any real property in Orange County, California, which IAC owns as of the date of this Declaration and continues to own through and after such substitution or addition. (i) "Gross Floor Area" shall be defined as provided in Section 20.87.182 of the Newport Beach Municipal Code. (j) The term "City" shall mean the City of Newport Beach , a California Municipal Corporation and Charter City. (k) The term "Specific Facilities" shall mean the improvements described on Exhibit G. (1) The term "Automobile Dealership" shall include, without limitation, all uses and activities commonly associated with Automobile Dealerships, now, or in the future, including the sale and repair of vehicles, the sale of automotive -related products, the leasing of vehicles, the marketing or advertising of services, the sale of parts and automotive supplies and equipment, and ancillary retail services, including on -site food service, 7 intended to serve as a convenience to customers of the Automobile Dealership. ARTICLE 2. SPECIFIC RESTRICTIONS. 2.1 Specific Facilities. (a) Improvement and Continued Use. Except as specifically provided in Section 3.1, the Property shall be improved only with the Specific Facilities and other related improvements, and in full accordance with all of the terms of this Declaration. The Property, and the Specific Facilities shall be used solely for an Automobile Dealership, except as otherwise provided in this Declaration, and in full accordance with all of the terms of this Declaration. Except as expressly provided in this Section and Section 3.1, no portion of the Property, or any improvements, shall be improved, developed, or used for retail, commercial, quasi -retail or quasi -commercial facilities, unless expressly approved by TIC, which approval may be granted or withheld by TIC in its sole discretion. (b) Initial Construction. Owner shall improve the Property with the Specific Facilities and other improvements pursuant to the plans and specifications approved by TIC. In the event Owner desires to make any substantial alterations, modifications, additions or changes to the exterior elements of any 8 plans and specifications previously approved by TIC, then Owner shall submit two copies of any Change Order to TIC for its approval prior to obtaining approval of the change order by the governmental entity having jurisdiction and prior to incorporation of the change order in the work. TIC shall approve or disapprove such Change Order in accordance with the standards and procedures set forth in Section 2.2. Construction and installation shall be commenced and completed within any time period specified in this Declaration. (c) Commencement and Completion. Subject to extensions of time for "Unavoidable Delay," Owner shall diligently commence construction of the Specific Facilities and thereafter diligently pursue construction to completion. Owner shall be deemed to have "completed construction" of the Specific Facilities when City has issued a valid Certificate of Use and Occupancy. Owner shall commence and complete construction of the other improvements prior to or contemporaneously with the Specific Facilities. (d) Grading. Prior to the commencement of any grading or similar work on the Property, Owner shall submit to TIC for its approval two sets of plans and specifications for grading, terracing and filling of the Property and for construction of other similar improvements in, on or about the Property. 9 (e) Utilities, Streets and Public Improvements. (i) Owner shall cause all necessary facilities for water, drainage, sewage, telephone, electricity, cable television, and other utility service for the Property to be constructed and installed on the Property. (ii) In addition to the Specific Facilities, Owner shall construct and install, or pay for construction and installation, of all streets, street lights, driveways, curb cuts, entry ways, sidewalks and the like, perimeter walls and fences, irrigation and drainage systems, landscaping, monument, directional or other signs and all like improvements on the Property or between the Property and adjoining sidewalks, curbs, or streets. (f) Landscaping. Owner shall landscape the Property as necessary to create a first class attractive condition. City shall submit to TIC for its approval two sets of plans and specifications for the landscaping on the Property. (g) Alterations and Additions. Owner shall not make any substantial additions, alterations or other modifications ("alterations") of or to the exterior of the Specific Facilities or any additions, alterations or other modifications to the visible portions of other improvements from time to time located on the Property, without the prior written approval of TIC. TIC shall approve or disapprove of such alterations in accordance with the 10 standards and procedures set forth in Section 2.2. All such alterations shall be subject to the provisions of Article 2. As used in this Section, the "exterior" of the Specific Facilities shall mean all roofs, outside walls and facades, structural foundation, entrance doors, windows, outside walkways, ramps and other accessways, and parking facilities. (h) No Apartment Use. No portion of the Property or any improvements thereon may be held, developed, constructed, maintained, operated, used, leased or sold for rental apartment purposes at any time. Furthermore, no portion of the Property or any improvements thereon may be so developed or used for rental apartment purposes at any time prior to July 31, 2020, notwithstanding any amendment to this Declaration or any other agreement to that effect between TIC and Owner, without the express written consent in each case of IAC, which consent may be granted or withheld by IAC in its sole discretion. TIC and City hereby acknowledge that IAC is a third party beneficiary of the foregoing special covenant, with full rights to enforce the same as if IAC were a third party to this Declaration, and that such covenant shall run and pass with each and every portion of the Property for the benefit of IAC, its successors and assigns, and the IAC Benefitted Property. The parties intend for the purposes of this Paragraph, that the dominant tenement shall be the IAC Benefitted Property and the servient tenement shall be the Property. 11 shall notify Owner of its reasons for disapproval. Failure of TIC to approve or disapprove any plans and specifications within said ten (10) business day period and TIC's continued failure to approve or disapprove for three (3) business days after Owner's written notice to TIC that TIC has failed to approve or disapprove as required herein shall be deemed approval thereof. The approval by TIC of any plans and specifications pursuant to this Section shall only represent TIC's satisfaction with the plans and specifications as to their general aesthetic elements. Such approval shall not be deemed to constitute any representation or warranty by TIC as to the adequacy or sufficiency of such plans and specifications for architectural or engineering design or the feasibility or integrity of any grading, landscaping, improvement or construction contemplated for any use or purpose. By approving such plans and specifications, TIC assumes no liability or responsibility or for any defect in any grading, landscaping, improvements or construction. (c) As Built Plans. Upon completion of the grading, landscaping and construction of improvements, Owner shall submit to TIC two "as built" brown line, reproducible plan sheets and a Certificate of Compliance executed by Owner's state licensed consultant (engineer, architect and/or landscape architect). The Certificate of Compliance shall state that the completed grading, landscaping and construction conforms to the plans and specifications approved by TIC. 13 2.3 Owner's Cost. The Specific Facilities, and all other landscaping, grading and other improvements made or constructed in, about or on the Property as contemplated herein shall be constructed, installed and completed at the sole cost and expense of Owner and without any cost, liability or expense to TIC. 2.4 Compliance With Law. The Specific Facilities, and all other landscaping, grading and other improvements made or constructed in, about or on the Property, and the use of the. Property, shall comply with all applicable public laws, ordinances and regulations. Without limiting the generality of the foregoing, Owner shall obtain, at its sole expense, all necessary approvals and permits from governmental entities with jurisdiction over the Property or Project which may from time to time be required with respect to the performance contemplated under this Declaration, including, without limitation, permits or approvals from City, or the California Coastal Commission. Owner shall prepare, at its sole expense, as necessary and without limitation, all environmental impact reports, engineering studies and other documents necessary to obtain such approval or permits. 2.5 Bonds. Before the commencement of any of the work required under this Article 2, Owner shall furnish to TIC true copies of any and all labor and material bonds and faithful performance bonds, if any, required of Owner by any governmental agency concerning such work. 14 2.6 Transfers. (a) Transfer Prohibited. Except as provided in Section 2.6(b) and Article 4, Owner shall not sell, convey or exchange, or otherwise transfer the Property or any portion thereof or facilities thereon, whether by agreement for sale or in any other manner (herein collectively referred to as a "transfer") without first giving TIC at least thirty (30) days prior written notice of all terms and conditions of such proposed transfer and the right to exercise its right of first refusal as specified in Article 4. TIC's failure to exercise its right of first refusal within the thirty (30) day period shall be deemed to constitute approval of the transfer on the terms and conditions proposed by Owner. (b) Permitted Transfers. Notwithstanding the foregoing, Owner may, in its sole and absolute discretion, transfer some or all of the property to any member of the family of Fletcher Jones, Jr., whether by sale, gift, inheritance or otherwise, or to any firm, corporation, entity, family trust, or partnership at least fifty-one percent (51%) of which is owned, directly or beneficially, by Fletcher Jones, Jr., his family members, or any related family trust. In addition, Owner may transfer some or all the Contiguous Parcels to the Transportation Corridor Agency, Cal Trans, or other public entity for street and highway purposes, and any such land transferred for street and highway purposes shall no longer be considered part of the Property and shall be 15 • • automatically released from the Restrictions. These transfers are permitted as a matter of right. (c) Consent to Encumbrance. TIC shall consent to an encumbrance on the Property made in connection with an interim or permanent loan or loans or other form of private or public financing (including without limitation bonds, lease revenue obligations or certificates of participation) ("public obligations") made in good faith and for value by an institutional lender, (including, without limitation, Mercedes Benz Credit Corporation or any other similar lender) or by a public obligation, the proceeds of which are used only for the costs and expenses of such public obligations and construction of the Specific Facilities or refinancing of such a construction financing. ARTICLE 3. GENERAL RESTRICTIONS. 3.1 Unapproved Development or Use. Except as otherwise provided in this Section, Owner shall not permit the construction, maintenance, operation or use of the Property or any improvements on the Property that do not fully comply with all other requirements of law, this Declaration and other covenants and restrictions applicable to the Property. For a period of three (3) years after the effective date, the Property shall be used solely for an Automobile Dealership, and for no other use whatsoever. Commencing three (3) years after the Effective Date, the use of the 16 • • Property may be changed from an Automobile Dealership to either office or industrial use (a "Permitted Alternate Use") if and only if all of the following criteria are satisfied: (a) The proposed use and the density and intensity of the proposed use are consistent with, and permitted by, the Land Use Element of the Newport Beach General Plan, the Land Use Plan of the Local Coastal Program of the City of Newport Beach, the zoning ordinances of the City of Newport Beach or any applicable planned community development text and all other relevant ordinances, resolutions, plans and policies of the City of Newport Beach; (b) There is no substantial evidence of any significant adverse physical or economic impact of the proposed use, densities or intensities, on any of the Benefitted Property or on any property covered by any agreement to which TIC is a party; and (c) Either: (i) Owner is prohibited from using the Property as an Automobile Dealership by any public entity having jurisdiction of the Property, or (ii) The continued operation of an Automobile Dealership on the site is infeasible based upon specific financial and accounting data which establish that operation of the dealership has not generated a net profit .during the preceding 24 months; 17 • • (d) The gross floor area (including mezzanine) of facilities for a Permitted Alternate Use shall not exceed the lesser of (i) 112,000 square feet or (ii) the amount that would generate average, a.m. peak and p.m. peak daily automobile trips, not exceeding that generated by the Automobile Dealership; (e) Owner shall have offered to sell the Property to TIC at a price (the "TIC Re -purchase Price") equal to (i) the "Agreed Land Amount" (as hereinafter defined) plus (ii) one-half (1/2) the "Bonus Value" as (hereinafter defined). (i) The "Agreed Land Amount" shall be the greater of (A) the "restricted fair market value" of the Property (as defined in Article 6 below), or (B) eight million dollars ($8,000,000.00). (ii) The "Bonus Value" shall be (A) the "new fair market value" of the Property (as defined in Article 6) assuming the intended Permitted Use is allowed hereunder and under applicable zoning and General Plan, less (B) an amount equal to the Agreed Land Amount. If TIC accepts such offer within thirty (30) days after receipt of such offer (together with evidence that the other conditions in this Section 3.1 have been satisfied), then TIC and Owner shall proceed to consummate such sale of the Property (which shall include, for no additional consideration, Owner's interest in any improvements on the Property, Owner's interest as lessor under any leases on the Property, and Owner's interest, as lessee, under 18 • • any leases of adjacent property used in connection with the operation and use of the Property) within an additional thirty (30) day period. The purchase price shall be paid in cash, and title shall be transferred only subject to non -delinquent taxes, other non -monetary and non -interfering easements, and any then existing lease to third parties (as evidenced by a title policy issued by a title company selected by TIC and issued at TIC's cost). In connection with such sale, Owner shall transfer to TIC, for no additional consideration and without representation or warranty by Owner, all warranties, plans and specification, and causes of action relating to the Property and improvements thereon. (f) If TIC does not elect to acquire the Property under Subparagraph (e) above, then Owner shall pay to TIC an amount equal to one-half (1/2) the Bonus Value (as determined under subparagraph (e) above). (g) In no event shall the Property or any improvement thereon be used: (i) For any purpose in violation of the other applicable Restrictions (including but not limited to Section 2.1 entitled "No Apartment Use"), or (ii) In violation of the restrictions in Exhibit G concerning maximum number of buildings, maximum gross floor area, or maximum floor area ratio, or (iii) For any use whatsoever other than an Automobile Dealership as described on Exhibit G or a Permitted Alternate Use as specifically provided above. 19 • 3.2 Calculation of Net Profits. For purposes of Section 3.1(c) (ii) above, net profits shall: (i) Be calculated using generally accepted accounting procedures and the requirements imposed by the automobile manufacturer which has franchised the Automobile Dealership on the Property, (ii) Amortize all costs of acquisition, construction and development evenly over the depreciation period permitted by the United States Internal Revenue Service, (iii) Include, as a sale from the Property, any automobile lease or sale arranged primarily at the Property (irrespective of the location of delivery of the automobile), and (iv) Exclude as an expense any payment (as salary, contract services or otherwise) to any member of the family of Fletcher Jones, Jr. or any entity controlled by any one or more of such persons, to the extent such payment exceeds the fair market value for such service or product. 3.3 General Maintenance. Prior to the completion of the Specific Facilities, Owner shall maintain the Property in a clean, sanitary, orderly and attractive conditions, free of weeds, debris and pests. Upon completion of the Specific Facilities as contemplated herein, Owner shall at all times maintain the Specific Facilities, and all other improvements from time to time located on the Property, including without limitation the landscaped areas, in first-class condition, order and repair. Owner shall remove any 20 • • graffiti on the Specific Facilities or other improvements within three (3) business days after delivery of notice by TIC. 3.4 Restoration. If any building or improvement on the Property, or any part thereof, or any landscaping installed upon the Property, shall be damaged or destroyed by fire or other casualty, Owner shall at its cost and expense either (i) repair or restore the same according to the original plans thereof or to such modified plans as shall be previously approved in writing by TIC as provided above, or (ii) demolish such damaged or destroyed improvements and leave the Property (or applicable portion thereof) in a clean and safe condition. Such repair, restoration or demolition shall be commenced within one hundred twenty (120) days after the damage or loss occurs and shall be completed with due diligence. The time periods specified in this subparagraph entitled "Restoration" shall be extended as provided in the Section of this Declaration entitled "Unavoidable Delay." 3.5 Drainage. Owner shall not drain or discharge water from the Property (including but not limited to rain water and water from landscape sprinkler systems located on the Property) on to adjacent property except as follows: Owner shall at all times cause the discharge of all water from the Property onto the public street adjoining the Property or into an established drainage facility, if any, on or adjacent to the Property which has been designated to accommodate the water at the rate discharged. 21 3.6 Signs. Owner shall not place or use any signs, banners, balloons, displays or other advertising media in, on, about or above the Property or on or in any improvements constructed or placed thereon unless it has first obtained the prior written consent of TIC as to the number, size, location, height, illumination, color and design of such signs or other media. TIC shall not unreasonably withhold or delay such approval. Such signs or other media shall (a) comply with (i) TIC's sign program for the Property, the property surrounding the Property and the Benefitted Property, if any, and (ii) the statues, ordinances or regulations of any governmental entity or agency having jurisdiction over the Property and (b) harmonize and conform with the existing or proposed improvements on or in the vicinity of the Property and with TIC's general aesthetic and architectural plans and criteria for the Property and the general area in which the Property is located. Except as provided in this Section, no sign, banner, balloon, display or other advertising media which is visible from adjacent land or any public or private street shall be maintained in, on, about or above the Property or on or in any improvements constructed or placed thereon. 3.7 Prohibited Operations and Uses. No use or operation shall be made, conducted or permitted on or with respect to all or any part of the Property or improvements thereon which is obnoxious to, or out of harmony with, the residential and/or commercial development in the vicinity of the Property. Included among the 22 • • uses or operations which are prohibited and are deemed to conflict with the reasonable standards of appearance and maintenance required hereby, are uses or operations which produce or are accompanied by the following characteristics, which list is not intended to be all inclusive: (a) Any public or private nuisance; (b) Any vibration, noise, sound or disturbance that is objectionable due to intermittence, heat, frequency, shrillness or loudness; (c) Any direct lighting which is not shielded and confined within site boundaries; (d) Any emission of odors, noxious, caustic or corrosive matter, whether toxic or nontoxic; (e) Any litter, dust, dirt or ash in excessive quantities; (f) Any use of a structure of a temporary character, trailer, tent, shack, barn or other outbuilding except for such structures maintained on the Property during a period permitted for construction or reconstruction of improvements; (g) Any raising, breeding or keeping of animals, 23 • • livestock or poultry of any kind; and (h) Any exterior radio antenna, television antenna, "C.B." antenna, "satellite dish," microwave transmitting or receiving antenna or other antenna, transmitting or receiving device of any type unless it is screened from view from all adjoining lots and public and private streets. Any screen required under this Section shall consist of permanent landscaping and/or improvements in harmony with other approved landscaping and improvements on the Property and be approved in writing by TIC. The provisions of this Section entitled "Prohibited Operations and Uses" shall not in any way supersede the other Restrictions. 3.8 Zoning. Owner shall not use or develop or attempt to use or develop the Property or any portion thereof for any purpose other than those purposes expressly allowed under the zoning ordinance or ordinances of the governmental entity having zoning jurisdiction over the Property. Additionally, Owner shall not at any time change or attempt any change in zoning, or obtain or apply for a conditional use permit, zoning variance or exception or other similar approval with respect to the use or development of the Property or any portion thereof not expressly allowed under such existing zoning ordinance, unless expressly approved by TIC, which approval may be withheld in its sole discretion. Notwithstanding 24 the foregoing, TIC shall not unreasonably withhold its consent to City's application for such conditional use permit as may be required for development of the Property with the Specific Facilities or for a Permitted Alternate Use. City shall give notice to TIC prior to placing such application on the agenda of City's discretionary body or submitting any such application or related documents to any other governmental agency thereafter and will submit copies of all such documents to TIC for its review and information. 3.9 Indemnity. TIC and TIC's past, present, and future employees, officers, directors, shareholders, agents and representatives, and their respective successors and assigns (collectively, the "Indemnitees") shall not be liable for any loss, damage, injury or claim of any kind or character to any person or property arising from or caused by, with or without fault: (a) The improvement, development, maintenance, use, lease or other conveyance of the Property or improvements thereon or any portion thereof or interest therein, including, without limitation, any loss, damage, injury or claim arising from or caused by or alleged to arise from or be caused by: (i) Any use of the Property or any part thereof, (ii) Any defect in the design, construction of, or 25 material in any structure or other improvement upon the Property, (iii) Any defect in or contamination of soils or in the preparation of soils or in the design and accomplishment of grading, which arises subsequent to the effective date of this Agreement, (including the existence of any contaminants or hazardous materials in or on the soil), (iv) Any act or omission of Owner or any of its agents, employees, licensees, invitees, or contractors, (v) Any accident or casualty on the Property, (vi) Any representations by Owner or any of its agents or employees, (vii) Any violation or alleged violation by Owner, its employees or agents of any law now or hereafter enacted, (viii) Any slope failure or subsurface geologic or groundwater condition, (ix) Any work of design, construction, engineering or other work with respect to the Property, (x) Any other cause whatsoever in connection with Owner use of the Property or Owner performances under this 26 • • Declaration, or any other agreement with TIC relating to the Property, or, (b) The negligence or willful misconduct of Owner or its employees or agents in the development, construction, grading or other work performed off the Property by Owner pursuant to this Declaration, or (c) The breach by Owner of any of its obligations under this Declaration. (d) Furthermore, as a material part of the consideration of this Declaration, Owner for itself and other owners, hereby waives on its behalf all claims and demands against TIC for any such loss, damage or injury of Owner, and agrees to indemnify, defend and hold harmless TIC and its property, and the other Indemnitees from all loss, liability, damage, costs and expenses (including attorneys' fees) arising from or related to any such loss, damage, injury or claim, whether incurred or made by Owner or any other person(s), The foregoing waiver, indemnity and agreement shall apply to a claim or action brought by a private party or by a governmental agency or entity under any statute or common law now or hereinafter in effect. With respect to design, construction methods, materials locations and other matters for which TIC has given or will give its approval, recommendation or other direction, the foregoing waiver, indemnity and agreement shall apply irrespective of TIC's approval, recommendation or other direction. The provisions of this Section shall not operate to relieve TIC or 27 the other Indemnitees from any loss, damage, injury or claim ultimately established by a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of TIC or the other Indemnitees . Owner's covenants in this Section arising from or related to acts or occurrences during the time of ownership shall survive the lease or other conveyance of all or any part of the Property or improvements thereon and shall be binding on said Owner (as well as its successors to the Property) until such time as action against the Indemnitees is absolutely barred by an applicable statute of limitations. A finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend. ARTICLE 4. TIC'S RIGHT OF FIRST REFUSAL. Except with regard to "Permitted Transfers" described in the Section above entitled "Transfers," if, at any time, Owner shall determine to transfer all or any part of the Property or the improvements thereon or any interest therein ("Interest"), Owner shall notify TIC of the price and the terms on which Owner would be willing to transfer. If TIC, within thirty (30) days after receipt of Owner's notice, indicates in writing its agreement to purchase said Interest for the price and on the terms stated in Owner's notice, then Owner shall transfer and convey the Interest to TIC for the price and on the terms stated in such notice. If TIC does not indicate its agreement within such thirty (30) day period, then 28 Owner thereafter shall have the right to transfer and convey the Interest to a third party, but only for a price not less than the price offered to TIC and on terms not more favorable than those stated in the notice. If Owner does not so transfer and convey the Interest within one hundred eighty (180) days after notice, then any further transactions (including a transaction on the same price and terms previously submitted to TIC) shall be deemed a new determination by Owner to transfer and convey said Interest, and the provisions of this Article shall again be applicable. The obligation and rights of this Article shall survive any sale of the Property and be binding upon the buyer at such sale and its successors and assigns as to each successive transfer of an Interest in the Property. Notwithstanding the foregoing, after construction of all improvements for operation of an Automobile Dealership on the Property, Owner shall have the right to transfer, free of TIC's right of first refusal under this Article 4, all (but not a part) of Owner's interest in the Property together with all improvements thereon and the Automobile Dealership business conducted thereon, to a single buyer. ARTICLE 5. REMEDIES. 5.1 Default and General Remedies. In the event of any breach, violation or failure to perform or satisfy any of the Restrictions which has not been cured within the applicable cure period as set forth below, TIC at its sole option and discretion 29 i may enforce any one or more of the following remedies or any other rights or remedies to which TIC may be entitled by law or equity, whether or not set forth herein. Unless a cure period is otherwise specifically designated, such cure period shall commence when written notice is given to Owner of a violation hereunder and shall end thirty (30) days thereafter in the case of a monetary default and sixty (60) days thereafter in the case of a non -monetary default; provided that if a non -monetary default is not reasonably susceptible of cure promptly within the sixty (60) day period, then Owner shall have a reasonable time to cure same so long as Owner has commenced such cure promptly within the sixty (60) day period and thereafter diligently prosecutes the cure to completion. To the maximum extent allowable by law, all remedies provided herein or by law or equity shall be cumulative and not exclusive. (a) Damages. TIC may bring a suit for damages for any compensable breach of, or noncompliance with, any of the Restrictions, or declaratory relief to determine the enforceability of any of the Restrictions. (b) Equity. It is recognized that a particular or ongoing violation by Owner of one or more of the foregoing Restrictions may cause TIC to suffer material injury or damage not compensable in money (including, but not limited to irreparable effects on the type and quality of development on, and use of, the Benefitted Property or portions thereof), and that TIC shall be entitled to bring an action in equity or otherwise for specific performance to enforce compliance with the Restriction or an 30 • injunction to enjoin the continuance of any such breach or violation thereof, whether or not TIC exercises any other remedy set forth herein. 5.2 Waiver. No waiver by TIC of a breach of any of the Restrictions by Owner and no delay or failure to enforce any of the Restrictions shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other of the Restrictions. No waiver of any breach of default of Owner hereunder shall be implied from any omission by TIC to take any action on account of such breach or default if such breach or default persists or is repeated, and no express waiver shall affect a breach or default other than as specified in said waiver. The consent or approval by TIC to or of any act by Owner requiring TIC's consent or approval shall not be deemed to waive or render unnecessary TIC's consent or approval to or of any subsequent similar acts by Owner. 5.3 Costs of Enforcement. In the event any legal or equitable action or proceeding shall be instituted between TIC and Owner in connection with this Declaration or the Property to enforce any provision of this Declaration, the party prevailing in such action shall be entitled to recover from the losing party all of its reasonable costs, including court costs and reasonable attorney's fees. 31 • • 5.4 Rights of Lenders. No breach or violation of the Restrictions shall defeat or render invalid the lien of any mortgage, deed of trust or similar instrument securing a loan made in good faith and for value with respect to the development or permanent financing of the Property or any portion thereof; provided, however, that this Declaration and all provisions hereof shall be binding upon and effective against any subsequent owner or other occupant of the Property or portion thereof whose title is acquired by foreclosure, trustee's sale, deed in lieu of foreclosure or otherwise, but (a) such subsequent owner shall have a reasonable time after acquiring title in which to cure any violations or correct and change any facts giving rise to TIC's rights under this Declaration occurring prior to such transfer of title or occupancy and which are reasonably capable of being cured or changed provided that such subsequent owner diligently acts to effect such cure or change (and in the event of such diligent and timely cure, such subsequent owner shall have no further liability in connection with such prior violation or the continued existence of such violation until such cure is completed), and (b) Section 5.1(a) shall not be applicable as to such subsequent owner with regard to any noncurable default occurring prior to the time such subsequent owner acquired title. For purposes of this Section, the construction or installation of any improvement in violation of the requirements of this Declaration shall be deemed "curable" so long as reconstruction, repair or replacement in a manner consistent with the requirements of this Declaration is physically and legally 32 • • possible (without respect to cost). 5.5 Waiver of Jury Trial. TIC AND OWNER EACH ACKNOWLEDGE THAT IT IS AWARE OF, AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO, ITS RIGHTS TO TRIAL BY JURY, AND EACH PARTY FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS DOES HEREBY EXPRESSLY AND KNOWINGLY WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (AND/OR AGAINST ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUBSIDIARY OR AFFILIATED ENTITIES) ON OR WITH REGARD TO ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS DECLARATION, OWNER'S USE OR OCCUPANCY OF THE PROPERTY, AND/OR ANY CLAIM OF INJURY OR DAMAGE. ARTICLE 6 Additional Purchase Price. 6.1 Payment of Additional Purchase Price. If Owner violates the land use restrictions in Section 2.1 of this Declaration, TIC may in its soleand absolute discretion and as its exclusive remedy with regard to such violation, elect to obligate Owner to pay to TIC (and Owner agrees to pay) within one hundred, twenty (120) days after written demand, the additional purchase price as determined in this Section 6.1, together with interest thereon from the date of such violation until the date of payment (compounded annually). (a) Determination of Additional Purchase Price. The additional purchase price resulting from a changed use shall be 33 • • determined by calculating the difference between the following items: (i) The then "new fair market value" of the Property based upon such new use; minus (ii) The "restricted fair market value" of the Property. As used herein, the term "new fair market value" shall mean the then value of the Property (not including the value of any improvements thereon), without taking into consideration any of the restrictions and limitations imposed under this Declaration but assuming the new use is permitted under this Declaration and all applicable governmental regulations and ordinances (including zoning and General Plan). As used herein, the "restricted fair market value" shall mean the then value of the Property (not including the value of any improvements thereon), taking into consideration, the restrictions and limitations imposed under this Declaration and assuming the Property was used solely as an Automobile Dealership or a comparable commercial enterprise. Both the "new fair market value" and the "restricted fair market value" shall be determined assuming the Property is not burdened with any existing lease, mortgage, or deed of trust. In no event shall the additional purchase price be a negative number. TIC and Owner shall use reasonable efforts to agree on such market values. If TIC and Owner shall not have agreed to the applicable market values within thirty (30) days after the date TIC gives Owner notice that the additional purchase price is or may be payable, then the 34 • • following arbitration procedure shall apply. (A) TIC shall within an additional thirty (30) days, at TIC's cost, deliver to Owner a written appraisal of the applicable new fair market value and restricted fair market value with which TIC agrees, prepared by an independent qualified appraiser ("TIC's Appraisal"). The term "independent qualified appraiser" as used in this Section shall mean a professional independent appraiser who is a Member of the Appraisal Institute (M.A.I. or S.R.E.A.) or another recognized association of appraisers, or a similar association of real estate appraisers that has adopted rules and regulations governing the professional conduct and ethics of its members requiring independent appraisals without bias to any party or to any result, or has such other education and experience so as to be considered qualified by both parties. (B) If Owner does not agree with TIC's Appraisal, Owner shall notify TIC in writing of such disagreement within ten (10) days after receipt of TIC's Appraisal. Within thirty (30) days of such notice, Owner shall at its cost deliver to TIC a written appraisal of the applicable "new fair market value" and "restricted fair market value" with which Owner agrees, prepared by an independent qualified appraiser ("Owner's Appraisal"). If Owner fails to deliver Owner's Appraisal within the time provided, or if Owner's Appraisal of the difference between the new fair market value and the restricted fair market value (the "Value Differential") is higher than or equal to that 35 contained in TIC's Appraisal, then TIC's Appraisal shall constitute the final and binding determination of the applicable "new fair market value" and "restricted fair market value". (C) If Owner's Appraisal is delivered to TIC within the time provided and the Value Differential is lower than that determined under TIC's Appraisal, and if TIC and Owner cannot then agree as to the applicable Value Differential within ten (10) days after delivery of Owner's Appraisal to TIC, then TIC and Owner shall within ten (10) days thereafter mutually agree on a third independent qualified appraiser acceptable to them to make an independent determination of the applicable "new fair market value" and "restricted fair market value" (the "Final Appraisal"). Such Final Appraisal shall be delivered to TIC and Owner within thirty (30) days of the selection of the third appraiser. If TIC and Owner do not agree on a third independent qualified appraiser acceptable to them as specified above, then such third appraiser shall be appointed in accordance with the provisions of California Code of Civil Procedure Section 1281.6, or any successor statue, and in such event the independent determination of the "new fair market value" and "restricted fair market value" made by the third appraiser so appointed shall be the "Final Appraisal." If the third appraiser must be appointed pursuant to the provisions of the California Code of Civil Procedure Section 1281.6, or any successor status, TIC shall file a petition to appoint the third appraiser with the Superior Court of Orange County, California ("Court"), and shall set the hearing on the petition on the earliest date 36 permitted by the Court's calendar and by the applicable notice period required by law. TIC and Owner shall share equally the cost of the Final Appraisal.. If the Final Appraisal states a Value Differential between that of TIC's Appraisal and Owner's Appraisal, the Final Appraisal shall be the final and binding determination of the applicable market values. If the Value Differential established in the Final Appraisal is higher than (1) the Value Differential established in TIC's Appraisal or lower than (2) the Value Differential established in Owner's Appraisal, or equal to either, then the final determination of the Value Differential shall be (1) or (2) depending upon which one is equal or closer to the Value Differential established in the Final Appraisal. 6.2 No Right to Change Use. Nothing in this Article 6, including but not limited to payment of, or the offer to pay the additional purchase price as determined hereunder, shall create any right of Owner to change the use of the Property or any part thereof from the uses permitted under this Declaration. No failure by TIC to exercise its rights to require payment under this Article 6, and no prior exercise as to a previous violation, shall constitute a waiver of TIC's right to require such payment at any later time. In the event of such election by TIC, Owner agrees to pay the additional purchase price as described above. ARTICLE 7. GENERAL PROVISIONS. 37 • 7.1 Covenants to Run With the Property; Term. (a) Covenants to Run With the Property. The Property shall be held, improved, developed, conveyed, hypothecated, encumbered, leased, rented, used and occupied subject to the Restrictions set forth in this Declaration. The Restrictions are for the benefit of the Benefitted Property and are intended and shall be construed as covenants and conditions running with, and binding on, the Property and an equitable servitude upon the Property and every part thereof. Furthermore, all and each of the Restrictions shall be binding upon and burden all persons having or acquiring any right, title or interest in the Property, or any part thereof, and their successors and assigns, and shall inure to the benefit of the Benefitted Property and the owners of the Benefitted Property, their successors and assigns, and shall be enforceable by TIC and its successors and assigns, all upon the terms, provisions and conditions set forth herein. (b) Term. All of the terms and provisions set forth in this Declaration shall continue in full force and effect in perpetuity, except that TIC's right of first refusal described in Article 4 shall terminate sixty (60) years from the Effective Date. 7.2 Assignment by TIC. TIC may assign any of its rights and powers under this Declaration to any subsidiary corporation, sister corporation or parent corporation of The Irvine 38 • • Company, so long as such entity in writing agrees to assume the duties of Declarant pertaining to the particular rights and powers assigned. Upon the recordation of such writing, accepting such assignment and assuming such duties, such entity shall, to the extent of such assignment, have the same rights and powers and be subject to the same obligations and duties as are given to and assumed by TIC and TIC shall be relieved of any further obligations or liabilities hereunder. TIC's rights and powers shall automatically inure to the benefit of and pass to any successor by merger to TIC. TIC, and the permitted successor described in this Section so long as such entity is at the time the owner of the Benefitted Property or a material portion thereof, and no other person or entity, shall have the right to enforce the Restrictions and the other provisions of this Declaration or to recover the additional purchase price, damages or other amounts for violation of the Restrictions or breach of Owner's duties hereunder. 7.3 Amendments. Except as provided in this Declaration concerning (a) substitution of other real property as the Benefitted Property, (b) release of any portion of all of the Property from this Declaration, (c) reacquisition of the Property by TIC and (d) assignment by TIC of its rights under this Declaration, this Declaration may be terminated, extended or amended only by a writing executed by TIC and the Owner(s) of the fee interest in the Property and recorded against the Property. 39 • • 7.4 Release. (a) Release by TIC. TIC may release any portion of the Property from this Declaration at any time and for any reason without the approval of Owner. (b) Not Applicable to TIC. Notwithstanding anything herein to the contrary, if TIC reacquires title to the Property or any portion thereof at any time after the effective and record(s) a notice of termination, these Restrictions shall cease and terminate and be of no further force and effect as to TIC and such Property, or any portion thereof, effective as of the date of such recordation. 7.5 Notice. All notices, consents, requests, demands and other communications provided for herein shall be in writing and shall be deemed to have been duly given if and when personally served or forty-eight (48) hours after being sent by United States registered mail, return receipt requested, postage prepared, to the other party at the following respective addresses: With a Copy to: TIC: THE IRVINE COMPANY 550 Newport Center Drive Newport Beach, California 92660 Attn: Chick C. Willette The Irvine Company 550 Newport Center Drive Newport Beach, CA 92660 Attn: Tom Redwitz 40 OWNER: City of Newport Beach 3300 Newport Blvd. Newport Beach, CA 92660 ATTN: City Manager or at such other address as TIC or Owner may designate to the other in writing in accordance with the provisions of this Section. 7.6 Governing Law. This Declaration shall be governed by and construed under the laws of the State of California. In the event of any dispute hereunder, it is agreed that the sole and exclusive venue shall be in a court of competent jurisdiction in Orange County, California, and TIC and Owner agree to and do hereby submit to the jurisdiction of such court. 7.7 Severability. In the event that any portion of this Declaration shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining portions of this Declaration shall not be affected thereby and shall remain in force and effect to the full extent permitted by law. 7.8 Captions. The captions used herein are for convenience only and are not a part of this Declaration and do not in any way limit or amplify the terms and provisions hereof. 7.9 Entire Agreement. This Declaration, the Dedication 41 • Agreement, and the Development Agreement, (including Exhibits which are incorporated by reference, constitute the entire agreement between the parties pertaining to the subject matter hereof and all prior and contemporaneous agreements, representations, negotiations and understandings of the parties hereto, oral or written, are hereby superseded and merged herein. 7.10 Gender and Number. In this Declaration (unless the context requires otherwise), the masculine, feminine and neuter genders and the singular and the plural include one another. 7.11 Time of Essence. Time is of the essence of each provision of this Declaration in which time is an element. 7.12 No Waiver by Indemnitees. No failure or delay on the part of any Indemnitee to exercise any power, right or privilege under this Declaration shall impair any such power, right or privilege, or be construed to be a waiver of any default or any acquiescence therein, nor shall any single or partial exercise of such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. 7.13 Interest. Amounts due hereunder from Declarant or Owner to the other, if not paid when due, shall bear interest at prime interest rate plus 2 percent (2%), but in no event in excess of the maximum legal rate of interest permitted by California law. 42 Interest which is not paid shall annually be added to the principal.; amount due and shall thereafter itself bear interest at such rate. 7.14 Unavoidable Delay. The time for performing any duty required by this Declaration shall be extended to the extent the performance was delayed by war, strikes, acts of God, acts of nature, casualty, governmental restrictions, or any similar event beyond the control of the party whose performance was delayed. THE IRVINE COMPANY, A Michigan Corporation Date:✓.. i , 1996 By: Date:,•Ln 5 , 1996 Date:37/4/7, 1996 APPROVED AS TO FORM: / Robert H. Burnham, ity Attorney, City of Newport Beach wb\agr\lndrestr.agt Chick C. Willette, President Irvine Land Management, a Division of The Irvine Company William Mc arland Executive Vice President The Irvine Company CITY OF NEWPORT BEACH, A California Municipal Corporation By: en J/ rphy City Man er City of Newport Beach 43 12-15-95 • • REQUIREMENTS FOR SPECIFIC FACILITIES Description of Specific Facilities: Maximum No. of Buildings: 3 (Three) Minimum Gross Floor Area: Maximum Gross Floor Area: Maximum Floor Area Ratio: 169,000 Square Feet * 174,000 Square Feet * 25 Percent ( 99,000 S.F. Footprint/ 415,000 S.F. Site) Permitted Use: Automotive Sales, Service, and Repair Commencement Date: 1 March 1996 Completion Date: 1 December 1996 By setting forth any required minimum or maximum gross floor area [or maximum trip generation] above, TIC does not thereby represent or warrant that Owner shall be able to develop the Property for such density. 44 r SCALE: 1" = 150' c co x74i77O1 w ,l`, y SKETCH SHEET 1 OF 1 TO ACCOMPANY LEGAL DESCRIPTION OF PARCELS A, B AND C, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA • Hy cp A= 65'35'21- = 37.00'T, .yi° ,h L = 4236' \ Q.• Oy.4 8. �Ac * • PARCEL •C# h P.O.C. h • ?4 b • Q 1 / PONT 'C' ? N1423'551/ �'C 28.86' Sly CORNER OF THE Nally 1/2 OF THE SE'ly 1/2 OF BLOCK 50 OF IRVINE'S SUBDIVISION ,1 \\ \ e b; 1 f �= 05'07'14'`� ,,ti5 ter-. l L = 135.75' .0 . �h `A?‘; 4 N ^J Op 41 e PARCEL J \\\\ \\ 0,4 "An J/ \ \ �� \\\ \^'•8 4 \\ \ •V4 s°* ryk �'P7 �J/ o T.P.O.BY4t PONT 'A' 17.79 \\\\\ \ ks \ \\ \ \ \ \\ a A. E35V10 1 / \ T,Sf EPA \\ \ \\ '% • .4' A _ 30T2' a\ \\ R = 27.00-t. \. R a "O7 .,r. L = 14.24' \ v'i 1034 772: \ ; !' 4 = i6Tli'i ' L 322.811R0.)yV\� R = 174806. A yV i POINT 'B' OR1?E H R HAY /0921 118.9,1 L = 488.7r PROPOSED STORM DRAM EASEMENT ASL Consulting Engineers ONE 3ENNER STREET SURE 200 0606.053 THOSE PORTIONS OF THE IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 1, PAGE 88, OF MISCELLANEOUS RECORD MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL A (THE IRVINE COMPANY) COMMENCING AT THE SOUTHERLY CORNER OF THE NORTHWESTERLY ONE-HALF OF THE SOUTHEASTERLY ONE-HALF OF BLOCK 50 OF SAID IRVINE'S SUBDIVISION, AS SAID CORNER IS SHOWN ON A MAP ATTACHED TO A DEED TO SAID COUNTY RECORDED IN BOOK 1055, PAGE 115, OF OFFICIAL RECORDS OF SAID COUNTY. THE BEARING OF THE SOUTHWESTERLY LINE OF SAID BLOCK 50 IS NORTH 49°21'51" WEST. SAID SOUTHERLY CORNER IS ALSO THE CENTERLINE INTERSECTION OF JAMBOREE ROAD, 132 FEET WIDE, AS DESCRIBED IN A DEED TO THE CITY OF NEWPORT BEACH, RECORDED IN BOOK 6135, PAGE 155, OF SAID OFFICIAL RECORDS, AND SAID SOUTHWESTERLY LINE; THENCE SOUTH 40°38'09" WEST ALONG SAID CENTERLINE 112.80 FEET TO THE BEGINNING OF A CURVE IN SAID CENTERLINE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 1600.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE 142.99 FEET THROUGH A CENTRAL ANGLE OF 5°07'14"; THENCE DEPARTING FROM SAID CENTERLINE SOUTH 54°29'05" EAST, RADIALLY TO SAID CURVE, 81.00 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, THE RADIUS POINT OF WHICH BEARS SOUTH 54°29'05" EAST 1519.00 FEET FROM SAID BEGINNING; THENCE NORTHEASTERLY ALONG SAID CURVE 135.75 FEET THROUGH A CENTRAL ANGLE OF 5°07'14"; THENCE NORTH 40°38'09" EAST 20.68 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHERLY AND RAVING A RADIUS OF 37.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 42.36 FEET THROUGH A CENTRAL ANGLE OF 65°35'21" TO THE BEGINNING OF A NON -TANGENT CURVE, THE RADIUS POINT OF WHICH BEARS SOUTH 45°59'17" WEST 1272.00 FEET FROM SAID BEGINNING; THENCE SOUTHEASTERLY ALONG SAID CURVE 172.46 FEET THROUGH A CENTRAL ANGLE OF 7°46'06" TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTHEASTERLY ALONG SAID CURVE 127.46 FEET THROUGH A CENTRAL ANGLE OF 5°44'29" TO A POINT TO BE KNOWN. AS "POINT A"; THENCE CONTINUING SOUTHEASTERLY ALONG SAID CURVE 315.58 FEET THROUGH A CENTRAL ANGLE OF 14°12'54" TO THE BEGINNING OF A COMPOUND CURVE, THE RADIUS POINT OF WHICH BEARS SOUTH 73°42'46" WEST ALONG 1072.00 FEET FROM SAID BEGINNING; THENCE SOUTHEASTERLY ALONG SAID CURVE 165.72 FEET THROUGH A CENTRAL ANGLE OF 8°51'26"; THENCE SOUTH 7°25'48" EAST 137.06 FEET TO THE BEGINNING OF A CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 27.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE 14.24 FEET TO THE BEGINNING OF A NON- TANGENT CURVE, THE RADIUS POINT OF WHICH BEARS NORTH 5°37'44" EAST 1748.06 FEET FROM SAID BEGINNING, SAID POINT TO BE KNOWN AS "POINT B°; THENCE NORTHWESTERLY ALONG SAID CURVE 322.81 FEET THROUGH A CENTRA ANGLE OF 10°34'50" TO THE BEGINNING OF A COMPOUND CURVE, THE RADIUS POINT OF WHICH BEARS NORTH 16°12'34" EAST 1092.17 FEET FROM EXHIBIT re SAID BEGINNING; THENCE NORTHWESTERLY ALONG SAID CURVE 118.99 FEET THROUGH A CENTRAL ANGLE OF 6°14'32"; THENCE NORTH 67°32'54" WEST 126.12 FEET; THENCE NORTH 68°28'38" WEST 54.25 FEET TO A POINT TO BE KNOWN AS "POINT C"; THENCE NORTH 13°03'10" EAST 15.42 FEET; THENCE NORTH 17°37'21" EAST 83.83 FEET; THENCE NORTH 25°30'48" EAST 71.20 FEET; THENCE NORTH 34°48'54" EAST 67.09 FEET; THENCE NORTH 36°35'37" EAST 293.40 FEET; THENCE NORTH 41 °18'40" EAST 118.28 FEET TO THE TRUE POINT OF BEGINNING. ALL AS MORE PARTICULARLY SHOWN ON THE SKETCH ATTACHED HERETO AND BY REFERENC ADE A PART HEREOF. rasa /636)6- . KAPP, P. : ► RCE 22015 EX'IRES: SEPTEMBER 30, 1997 moo \o5]\MIu<,MW SCALE: 1" = 150' O/ _ co SKETCH SHEET 1 OF 1 TO ACCOMPANY LEGAL DESCRIPTION OF PARCELS A, B AND C, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA r ry ry n P.O.C. e4 t = 653521• 1 R = 37.00'r w L- 42.36'' \ � 4`c$. •E• C n."- Ps\\\\a"v; , �.% L = 135.75 •5 i •� • to N13'03'10t i'15.42' s4.2s. )2s) A= 05V714\\ ' ,L}, *C.) 1° a ro0 Sly CORNER OF THE NWIy 1/2 OF THE SE'ly 1/2 OF BLOCK 50 OF IRVINE'S SUBDIVISION / N vr" T.P.O.0> (NF L / 4.0 ��O ,� l POINT 'A• so yS39'S0'QeE 17.19 ti /J� '�\/ \ \\ \ " 0 / `� \, '''Cry . OD wO \ 5j341 TID•1 cn0 / -1QC.C.. R PARCEL U \ \ \ A a 3072•44 R=27.00'- L 14.24' 1R l \\ \ "" \ \ \ No *A* "tN \N8• 4�� \ r �` 32 N V/ vU SEB BAY • Ty BRIVFJ NonHA• rv,J y,u >a. i PARCEL p "B" mT on. d > oarso„ \ �\ Q = ,6q, y • = 322.81 rR40- \` I748,%. PCtNT "E rr _sr r = 0576.2C l = 165.97 ' J PROPOSED STORM OR/UN EASEMENT s. L = 488.77 - } ASL Consulting Engineers T TT YT T TT T T THOSE PORTIONS OF THE IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 1, PAGE 88, OF MISCELLANEOUS RECORD MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL B (CALTRANS) BEGINNING AT THE ABOVE DESCRIBED "POINT A"; THENCE SOUTH 39°50'08" EAST 17.19 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 1741.00 FEET; THENCE SOUTHEASTERLY ALONG SAID CURVE 560.20 FEET THROUGH A CENTRAL ANGLE OF 18°26'09"; THENCE SOUTH 21 °23'59" EAST 124.55 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, THE RADIUS POINT OF WHICH BEARS SOUTH 00°11'20" WEST 1748.06 FEET FROM SAID BEGINNING; THENCE WESTERLY ALONG SAID CURVE 165.97 FEET THROUGH A CENTRAL ANGLE OF 5°26.24" TO THE ABOVE DESCRIBED "POINT B"; THENCE ALONG THE EASTERLY LINE OF THE ABOVE DESCRIBED PARCEL A TO "POINT A" AND THE POINT OF BEGINNING. ALL AS MORE PARTICULARLY SHOWN ON THE SKETCH ATTACHED HERETO AND BY REFERENCZ1V ADE A PART HEREOF. !°l �l 5. J. Fp. KAPP, P. RCE 22�015 EXISIRES: SEPTEMBER 30, 1997 TT+TT T n T rrn THOSE PORTIONS OF THE IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 1, PAGE 88, OF MISCELLANEOUS RECORD MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: PARCEL C (TRANSPORTATION CORRIDOR AGENCY) BEGINNING AT THE ABOVE DESCRIBED "POINT C"; THENCE NORTH 68°28'38" WEST 120.95 FEET; THENCE NORTH 14°23'55" WEST 28.86 FEET TO THE BEGINNING OF A NON -TANGENT CURVE, THE RADIUS POINT OF WHICH BEARS SOUTH 74°01'01" EAST 1519.00 FEET FROM SAID BEGINNING; THENCE NORTHEASTERLY ALONG SAID CURVE 653.59 FEET THROUGH A CENTRAL ANGLE OF 24°39'11 "; THENCE NORTH 40°38'09" EAST 20.68 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 37.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE 42.36 FEET THROUGH A CENTRAL ANGLE OF 65°35'21" TO THE BEGINNING OF A NON -TANGENT CURVE, THE RADIUS POINT OF WHICH BEARS SOUTH 45°59'17" WEST 1272.00 FEET FROM SAID BEGINNING; THENCE SOUTHEASTERLY ALONG SAID CURVE 172.46 FEET THROUGH A CENTRAL ANGLE OF 7°46'06" TO THE TRUE POINT OF BEGINNING OF THE ABOVE DESCRIBED PARCEL A; THENCE SOUTHWESTERLY ALONG THE NORTHWESTERLY LINE OF SAID ABOVE DESCRIBED PARCEL A TO "POINT C" AND THE POINT OF BEGINNING. ALL AS MORE PARTICULARLY SHOWN ON THE SKETCH ATTACHED HERETO AND BY REFERENC ADE A PART HEREOF. /c3o39 J. KAPP, P. RCE 22015 EX•IRES: SEPTEMBER 30, 1997 OSCIG\ \Mtc4.MW BENEFITTED PROPERTY The properties described below shall constitute the "Benefitted Property" for purposes of this Declaration of Special Land Use Restrictions and Right of First Refusal, provided that any such property shall cease being part of the "Benefitted Property" at such time as fee title to such property ceases to be owned by either The Irvine Company, a Michigan corporation ("TIC") or a permitted assignee under Section 7.2. Parcel A (Harbor View Shopping Center): Parcels 2, 3 and 4, in the City of Newport Beach, County of Orange, State of California, as shown on a map filed in Book 35 Page 1 of Parcel Maps, in the Office of the County Recorder of said County. A non-exclusive easement for ingress and egress purposes over the northwesterly 10;00 feet of Parcel No. 1, in the City of Newport Beach, County of Orange, State of California, as per map filed in Book 35, Page 1 of Parcel Maps, records of said Orange County. (Harbor View Shopping Center) Parcel B (Fashion Island) Parcel B-1: 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-2: Parcels 13 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 through 41, inclusive, of Miscellaneous Maps, in the Office of the - County Recorder of said County. Parcel B-3: Parcel 1, in the City of Newport Beach, County of Orange, State of Califomia, 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 B-4: 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. 111.760tBENPROPI.JEP\Decemter 7, 1995 EXHIBIT "E" Page 1 of 7 Fletcher lanes f• Parcel B-5: 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 1 and 2 of that certain Lot Line Adjustment N.B.L.L.A. 87-3, recorded November 13, 1987, as Instrument No. 87-640346, in the Office of the County Recorder of said County. Parcel C (Pelican Hill Golf Courses) Parcel C-1: Parcel 1 of that certain Lot Line Adjustment No. LL-94-030, recorded April 28, 1995 as Instrument No. 95-0180640, Official Records of said County. Parcel C-2: Lots 2, 5, 6 and 7 of Tract No. 14131, in the County of Orange, State of California, as shown on a Map filed in Book 662, Pages 42 to 46, inclusive of Miscellaneous Maps, Records of Orange County, California. Parcel C-3: Parcel 4 of that certain Lot Line Adjustment No. 94-008 recorded April 28, 1995 as Instrument No. 95-018064, Official Records of said County. Parcel C-5: Parcel 1 of that certain Lot Line Adjustment LL 92-017, recorded on May 22, 1992 as Instrument No. 92-343565 of' Official Records of said County. Parcel C-6: Easements over those portions of Lot 59 and that portion of Lot A of Tract 14063, per Map filed in Book 670, Pages 23 through 29 inclusive of Miscellaneous Maps, Records of Orange County, California, as set forth in Article II, Subparagraph 2.3(c) entitled "Access Over Common Area for Golf Course" in that certain declaration entitled Declaration of Special Covenants, Conditions, Restrictions and Establishment of Easements for Golf Course Property and Pelican Point, recorded May 23, 1991 as Instrument No. 91-254012, Official Records. Parcel C-7: A forty (40) foot wide easement for access tunnel purposes under and through a portion of that parcel of land described within the "Irrevocable Offer to Convey Easement Pelican Hill Road Right -of -Way" (now known as "Newport Coast Drive") recorded December 20, 1988 as Instrument No. 88-663375, Official Records in the Unincorporated Territory of the County of Orange, State of California, and shown on the map of Tract No. 14131, Filed in Book 662, 111.2601BENPROPI.7EP\Deccmber 7, 1995 EXHIBIT "E" Page 2 of 7 Fletcher lams • • Pages 42 through 46, inclusive, of Miscellaneous Maps, in the Office of the County Recorder of said County, said easement being more particularly described as follows: Commencing on the northwesterly terminus of that certain course described as "North 55° 53' 00" west, 457.71'", to which a radial line bears north 34° 43' 41" west and being the intersection of the northeasterly line of Lot 4 of said tract with the southerly line of said irrevocable offer, said southerly line being a curve concave southerly, having a radius of 1129.50 feet; thence, westerly, 97.70 feet along said curve, through a central angle of 04° 57' 21" to the True Point of Beginning, a radial line through said point bears north 39° 41' 02" west; thence continuing along said curve 44.50 feet through a central angle of 02° 15' 26" to which a radial line bears north 41° 56' 28° west; thence, crossing said irrevocable offer, north 14° 56' 28" west; thence crossing said irrevocable offer, north 14° 50' 00" west, 151.77 feet to the northerly line of said irrevocable offer and a point in a curve concave southerly having a radius of 1266.50 feet, a radial line through said point bears north 38° 48' '40" west; thence, easterly, 43.45 feet, along said curve, through a central angle of 01° 57' 57", to which a radial line bears north 36° 50' 43" west; thence, crossing said irrevocable offer, south 14° 50' 43" west; thence, crossing said irrevocable offer, south 14° 50' 00" east, 149.26 feet to the Point of Beginning. The herein described easement is centered upon a cylinder twenty-five (25) feet in diameter. The finished floor elevation at the northerly end is 129.50 feet M.S.L.; the finished floor elevation at the southerly end is 120.10 feet M.S.L. Parcel C-7: A fifty (50) foot wide easement for access tunnel proposes under and through a portion of that parcel of land being a 100 foot wide right of way known as "Pacific Coast Highway" in the unincorporated territory of Orange County, as shown on the Map of Tract No. 14131, filed in Book 662, Pages 42 through 46, inclusive, of Miscellaneous Maps, in the Office of the County Recorder of said County, said easement being more particularly described as follows: Commencing on the northwesterly terminus of that certain course described as "(north 49° 29' 55" west, 5241.12')" and being the most westerly corner of Lot 3 of said tract and being in the easterly line of said Pacific Coast Highway; thence, along said easterly line of Pacific Coast Highway, south 49° 29' 55" east, 205.89 feet to the True Point of Beginning; thence, continuing with said easterly line, south 49° 29' 55" east, 50.00 feet; thence, crossing said Pacific Coast Highway, south 40° 30' 05" west, 100.00 feet to a point in the westerly line of said Pacific Coast Highway; thence, along said westerly line, north 49° 29' 55" west, 50.00 feet; thence, crossing said Pacific Coast Highway, north 40° 30' 05" east, 100.00 feet to the True Point of Beginning. The herein described easement is centered upon a cylinder twenty-five (25) feet in diameter. The finished floor elevation at the northeasterly end is 113.10 feet M.S.L.; the finished floor elevation at the southwesterly end is 112.60 feet M.S.L. 1111691BFNPROPI JERDecem6er 7. 1995 EXHIBIT "E" Page 3 of 7 Fletcher Janes Parcel C-8: Parcel 1 of that certain Lot Line Adjustment No. LL-94-031, recorded April 28, 1995 as Instrument No. 95-0180642, Official Records of said County. Parcel C-9: Those certain Easements Rights over Lots 40, 41 and 42 of Tract No. 13703, as set forth in Article 2 of that certain Declaration of Reciprocal Easements by The Irvine Company recorded March 4, 1994 as Instrument No. 94-0157793 of Official Records. Parcel C-10: Easements over Lots A, B and K of Tract 14063, as per Map filed in Book 670, Pages 23 through 29 inclusive of Miscellaneous Maps, Records of Orange County, California, for pedestrian, golf cart and other vehicular means for maintenance purposes, use and enjoyment of the adjacent golf course, as contained in that certain Declaration of Reciprocal Easements by The Irvine Company recorded March 4, 1994 as Instrument No. 94-0157793, Official Records. Parcel C-11: A non-exclusive easement and right of vehicular and pedestrian ingress and egress over that portion of Lot 1 of Tract No. 13859, in the unincorporated territory of the County of Orange, .. State of California, as shown on the Map filed in Book 671, Pages 12 and 13 of Miscellaneous Maps, in the Office of the County Recorder of said County, more particularly described as follows: Beginning at the intersection of the northwesterly line of said Lot 1 with the southwesterly line of Pelican Hill Road South as described in an Irrevocable Offer of Dedication to the County of Orange, Recorded October 4, 1990 as Instrument No. 90- 530548 of Official Records of said County; said intersection also being the beginning of a curve concave northeasterly, having a radius of 5140.00 feet, a radial line through said beginning bears south 33° 46' 57" west; thence, traversing the interior of said Lot 1, the following three (3) courses: (I) Southeasterly, 89.01 feet along said curve, through a central angle of 00° 59' 32" to a non -tangent line and to which a radial line bears south 32° 47' 25" west; (2). South 27° 12' 19" west, 201.25 feet to the beginning of a curve concave northwesterly, having a radius of 84.00 feet; and (3) Southwesterly, 103.00 feet along said curve, through a central angle of 70° 15' 21" to said northwesterly line of Lot 1 and to which a radial line bears south 07° 27' 40° west; 111.261MENPROPI.JEP\Dc«mbcr 7. 1995 EXHIBIT "E" Page 4 of 7 Flack/ Jones thence, along said northwesterly line of Lot I, north 20° 44' 00" east, 291.60 feet to the Point of Beginning. Parcel D (500 and 550 Newport Center Drivel Beginning at the easterly terminus of that certain course in the northerly right of way line o f San Nicolas Drive shown as south 80 degrees, 14 minutes, 38 seconds east 91.45 feet on Map of Tract 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 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 425 radius of 1670.00 feet; northerly 472.13 feet along said curve through an angle of 16 degrees, 11 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 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 degrees, 33 minutes, 11 seconds to a point of a 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 easterly 4.81 feet along said curve through an angle of 11 degrees, 01 minutes, 42 seconds 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 degrees, 27 minutes, 16 seconds to the beginning of a reverse curve concave southeasterly 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 reverse 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 northwesterl}' having a radius of 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 0 flegrees, 53 minutes, 46 seconds east 31.50 feet to "Point A" hereinafter referred to; thence continuing south 0 degrees, 53 minutes, 46 seconds ease 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 concavelnorthwesterly 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 of22 degrees, 24 minutes, 25 seconds to a point on a non -tangent curve concave southerly having a radius of 950.50 feet and northerly right of way line of said San Nicolas Drive, a radial to said point bears north 22 degrees, 12 minutes, 47 111.26(BBENPROPI.JEPlDxember 7, 1995 EXHIBIT "E" Page 5 of 7 Fk4M loos 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. Parcel E (610 Newport Center Drive) That portion of Lot 22 of Tract No. 6015, in the City of Newport Beach, County of Orange, State of California, as shown on a Map recorded in Book 239, pages 28 through 41, inclusive, of Miscellaneous Maps, in the Office of the County Recorder of said County; lying southeasterly of the boundary of a Map filed in Book 25, page 14 of Parcel Maps, in the Office of the County Recorder of said County. Parcel F (690 Newport Center Drive) Parcels 2 and 3 of Parcel Map No. 83-715, in the City of Newport Beach, County of Orange, State of California, as shown on a Map filed in Book 196, pages 13 through 16, inclusive, of Parcel Maps, in the Office of the County Recorder of said County. Parcel G All other property owned by TIC in the County of Orange, California, as of the date of recordation of this Declaration. T I C shall have the right by duly recorded amendment(s) to this Declaration executed only by TIC to unilaterally provide further descriptions and/or depictions of all or portions of the Benefitted Property described above. 111.26O\BENPROPIJEP\Decenher 7. 1995 EXHIBIT "E" Page 6 of 7 Fletcher Jones IAC BENEFITTED PROPERTY 1. Bayport: PARCEL A: PARCEL 1 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP THEREOF RECORDED IN BOOK 35, PAGE 1 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. PARCEL B: EASEMENTS FOR PEDESTRIAN AND VEHICULAR ACCESS, INGRESS AND EGRESS, AND FOR UTILITY FACILITIES, OVER, ACROSS AND THROUGH THAT CERTAIN PROPERTY LOCATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS THE SOUTHEASTERLY 10.00 FEET OF PARCEL 2, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 35, PAGE 1 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS SET FORTH IN THAT CERTAIN DECLARATION OF ACCESS EASEMENTS DATED AS OF JUNE 15, 1993, AND RECORDED JUNE 15, 1993, AS INSTRUMENT NO. 93-0401502 OFFICIAL RECORDS 2. Bayview: PARCEL 1 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 35, PAGE 2 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 3. Baywood: PARCELS 1 AND 2 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 84-705 .FILED IN BOOK 189, PAGES 6 THROUGH 16 INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXHIBIT " F " 111.2601BENPROPI.JEP\Dccember 7, 1995 Fletcher Jaws • REQUIREMENTS FOR SPECIFIC FACILITIES Description of Specific Facilities: Maximum No. of Buildings: 3 (Three) Minimum Gross Floor Area: 169,000 Square Feet * Maximum Gross Floor Area: 174,000 Square Feet * Maximum Floor Area Ratio: 25 Percent ( 99,000 S.F. Footprint/ 415,000 S.F. Site) Permitted Use: Automotive Sales, Service, and Repair Commencement Date: 1 March 1996 Completion Date: 1 December 1996 * By setting forth any required minimum or maximum gross floor area [or maximum trip generation) above, TIC does not thereby represent or warrant that Owner shall be able to develop the Property for such density. Exhibit G 1 • C-3667 EXHIBIT D COST SHARING FLETCHER JONES/CITY OF NEWPORT BEACH TASK DESCRIPTION Composite Site Plan Graphics EIR for Bayview Way (Jamboree to MacArthur) and Auto Dealership Site Typographical Mapping and Boundary Surveying Engineering for Street and Site Grading; Street Improvements & Utility Infrastructure Geotechnical Field Investigation and Written Report Level 1 Environmental Analysis for Hazardous Materials Permit Processing with Federal & State Agencies Project Management Excavation for M.W.D. and M.C.W.D. Mains Percolation Feasibility Study Reproduction SITE SHARE (FLETCHER JONES) $1,500.00 $47,000.00 $12,000.00 $35,000.00 $6,750.00 $1,750.00 $8,000.00 $30,000.00 $1,810.00 $6,492.00 $500.00 BAYVIEW WAY SHARE (CNBI TOTAT. $1,500.00 $3,000.00 $47,000.00 $94,000.00 $12,000.00 $24,000.00 $35,000.00 $6,750.00 $1,750.00 $8,000.00 $30,000.00 $1,810.00 0 $500.00 $70,000.00 $13,500.00 $3,500.00 $16,000.00 $60,000.00 $3,620.00 $6,492.00 $1,000.00 SUBTOTALS Real Estate Appraisal (Caltrans Appraisal) Title Report TOTAL $150,802.00 $21,000.00 $2.000 00 $173,802.00 $144,310.00 0 0 $295,112.00 $21,000.00 $2.000.00 $144,310.00 $318,112.00