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HomeMy WebLinkAbout19 - North Newport Center DA Review, PA2009-023CITY OF � SEW �RT C9CIF0�\P City Council Staff Report Agenda Item No. 19 February 28, 2012 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Community Development Department Kimberly Brandt, AICP, Director 949- 644 -3226, kbrandt @newportbeachca.gov PREPARED BY: Fern Nueno, Assistant Planner APPROVED: �_., D. k✓lA TITLE: Annual Review of the North Newport Center Development Agreement (PA2009 -023) ABSTRACT An annual review of the Development Agreement for North Newport Center, pursuant to Section 15.45.080 of the Municipal Code and Section 65865.1 of the California Government Code. RECOMMENDATION 1) Conduct a public hearing; 2) Find that the applicant has demonstrated good faith compliance with the terms of the Development Agreement; 3) authorize the Community Development Director to enter into a covenant on behalf of the City regarding the restriction of non - habitable square footage; and 4) Receive and file the Annual Report of the Development Agreement for North Newport Center (Attachment B). FUNDING REQUIREMENTS There is no fiscal impact related to this item. DISCUSSION Section 15.45.080 of the Municipal Code requires the City Council to periodically review development agreements to determine if the applicant has complied with the terms of the agreement. This review must be conducted at least once every twelve (12) months 1 Annual Review of the North Newport Center Development Agreement (PA2009 -023) February 28, 2012 Page 2 from the date on which the agreement is executed. The applicant is required to demonstrate good faith compliance with the terms of the agreement, and should the City Council find that the applicant has not complied in good faith with the agreement, the City Council may terminate or modify the agreement. Background On December 18, 2007, the City Council adopted Ordinance No. 2007 -21 approving Development Agreement No. DA2007 -002 ( "DA ") between the City and the Irvine Company. The DA granted Irvine Company entitlement and transfer rights within the North Newport Center Planned Community. At the time the DA was approved, the North Newport Center Planned Community consisted of Fashion Island, Block 600, and portions of Block 500 and San Joaquin Plaza. Since then, portions of Block 100, Block 400, and the entirety of Block 800 have been incorporated in to the North Newport Center Planned Community but are not subject to the DA. The DA specifies the permitted uses, density and intensity of development, circulation improvements, public benefits, and dedication of street right -of -way and open space. The DA vests Irvine Company's right to develop regional commercial, office, and residential units in Fashion Island, Block 500, Block 600, and /or San Joaquin Plaza as depicted in Table 1 below. The term of the DA is 20 years and will expire in 2028. The DA is available online at: httl):// www. newportbeachca .gov /developmentagreements, At the last annual review on May 24, 2011, the City Council conducted the annual review and found Irvine Company to be in good faith compliance with the DA. The annual review is usually conducted at the beginning of each Calendar Year to report on the activity from the previous Calendar Year. Terms and Conditions of the Agreement The North Newport Center DA establishes entitlement rights. The improvements made in 2011 and remaining entitlements are listed in Table 1. 2 Annual Review of the North Newport Center Development Agreement (PA2009 -023) February 28, 2012 Page 3 Table 1: 2011 Activity Summary Sub- Entitlement Existing 2011 Activity Remaining Area Development Entitlement 1,619,525 sf Demolished: 1,732 sf of regional 1,491,978 sf 127,547 sf Constructed: 830 sf Fashion commercial Island 1,700 theater 680 theater 1,020 theater seats seats Removal of 1,020 theater seats seats or 16,500 sf 599,659 sf Transferred from Block 600: of office/ 310,684 sf 47,264 sf 288,975 sf Block commercial Transferred from San Joaquin Plaza: 500 241,711 sf 0 residential 0 Relocated to San Joaquin Plaza: 0 units 430 residential units 1,587,537 sf Transferred to Block 500: 47,264 sf Block of office/ 910,637 sf Demolished: 24,736 sf 0 commercial Under Construction: 398,846 sf 600 295 hotel rooms 295 hotel 0 hotel rooms rooms 95,550 sf 337,261 sf San of office/ (241,7b1e1 sf to Transferred to Block 500: 241.711 0 Joaquin commercial demolished Plaza 430 residential 0 Relocated from Block 500: 430 units units 430 residential units 2011 Activity In June 2011, pursuant to Section 4.4 of the DA, Irvine Company contributed $905,319.52 towards traffic circulation improvements. This contribution reimburses the City for expenses incurred for the design and construction of circulation improvements within and near Newport Center. Throughout 2011, Irvine Company also spent a total of $42,888 for direct costs incurred by Irvine Company outside of the City contract for traffic circulation improvements. The maximum contribution for these improvements is $2,500,000. In July 2011, pursuant to Section 4.2 of the DA, Irvine Company made a payment of $13,545,000, which is half of the public benefit fee required. The payment was required prior to the issuance of the building permit for the new office building and parking structure within Block 600.. The 387,472 square -foot, 20 -story office building for the investment firm Pimco is presently under construction at 650 Newport Center Drive. The remaining half of the fee will be required to be paid prior to issuance of building permits for the 430 residential units authorized under the DA. The City is using the public benefit fee for the design, engineering, and construction of the new City Hall. 3 Annual Review of the North Newport Center Development Agreement (PA2009 -023) February 28, 2012 Page 4 In November 2011, the City Council approved a transfer of development rights that allowed 288,975 square feet of general office from San Joaquin Plaza (241,711 square feet) and Block 600 (47,264 square feet) to be moved to Block 500. Irvine Company also relocated the entitlement for 430 residential units from Block 500 to San Joaquin Plaza (See Table 1). Irvine Company also expended $34,000 for maintenance costs during the year to enhance water quality treatment within parking areas in Fashion Island, pursuant to Section 4.9 of the DA. To date, $460,360 has been spent contributing towards the minimum expenditure of $1 million as specified in Section 4.9 for water quality projects. Land Use Covenant In order to maintain consistency with the General Plan, the new 650 Newport Center Drive office building requires the Irvine Company to demolish or render 91,150 square feet of existing building floor area to "non- habitable" space within the North Newport Center Planned Community. The Irvine Company proposes to close, vacate, and otherwise not use the 17,300 square -foot 24 Hour Fitness in Block 600 and 73,850 square feet of existing office space in Block 100 rather than demolishing these buildings. Section 6.1 of the DA allows for this arrangement provided the building area is rendered "non- habitable" prior to the occupancy of the new office building. The 24 Hour Fitness facility and Block 100 office space would be unoccupied, but would be appropriately maintained to avoid the appearance of blight. Specifically, neither the Irvine Company, any tenants, nor any other third parties will occupy the buildings and access will only be provided for maintenance or security. Electricity in the buildings will remain activated to preserve the appearance that the buildings have not been abandoned and to provide security lighting at night. Water service will be maintained to preserve existing landscaping. Building exteriors, landscaping and irrigation systems, and parking lots will be maintained to ensure continued aesthetic compatibility with surrounding properties. Lastly, security personnel will continue to patrol building grounds. The buildings could be reoccupied only if the Irvine Company renders equivalent square footage non - habitable elsewhere in the North Newport Center Planned Community or Irvine Company obtains City Council approval of a transfer of development rights in accordance with Section VLC of the Planned Community Development Plan and Policy LU 6.14.3 in the City's General Plan. The DA does not specify a precise method for rendering building area as non - habitable, and Irvine Company proposes a restrictive covenant be entered into between the City and Irvine Company. Staff has worked closely with the applicant and the City Attorney's office to prepare the appropriate language and the Irvine Company requests City Council authorization to allow for the Community Development Director to execute the covenant on behalf of the City. Staff recommends Council authorization consistent with the Irvine Company's request. 11 Annual Review of the North Newport Center Development Agreement (PA2009 -023) February 28, 2012 Page 5 Annual Review The remaining terms and conditions shall be completed pursuant to the timing /milestone requirements depicted in the Annual Report (Attachment B). After reviewing the Annual Report and applicable documents, staff believes that Irvine Company has complied in good faith with terms and conditions of the DA. ENVIRONMENTAL REVIEW Staff recommends the City Council find this project exempt from the California Environmental Quality Act ( "CEQA ") pursuant to Section 15321 (Enforcement Actions by Regulatory Agencies) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on the environment. This section exempts actions by regulatory agencies to enforce or revoke a lease, permit, license, certificate, or other entitlement for use issued, adopted, or prescribed by the regulatory agency or enforcement of a law, general rule, standard, or objective, administered or adopted by the regulatory agency. NOTICING Notice of this hearing was published in the Daily Pilot and posted on the subject property at least 10 days prior to this hearing consistent with the provisions of the Municipal Code. Additionally, the item was shown on the agenda for this meeting, which was posted at City Hall and on the City website. Submitted by: Kimberly Brandt, AJQP Community Develo4ent Director Attachments: A. Vicinity Map B. North Newport Center Status Report 0 NO City Council Attachment A Vicinity Map for North Newport Center 7 2 D SANTA CRUZ DR. m Block /SANTA ROSA DR. ea °gyp °e x° �� , "���II�i�►r�`a��IIA,� e" '�Block Block 100 U Q' 9C�� v � C o �v CO JQ gslyiCy P 4� >p P Sub Areas under Zoning Implementation and Public Benefit Agreement 10 City Council Attachment B North Newport Center Status Report 11 12 North Newport Center Annual Report Year 2011 (January 2011 - December 2011) Prepared for: City of Newport Beach Planning Division Contact: Gregg Ramirez (949) 644 -3219 Submitted by: Irvine Company 550 Newport Center Drive Newport Beach, CA 92660 Contact: Dan Miller (949) 720 -2000 Prepared by: CAA Planning, Inc. 65 Enterprise, Suite 130 Aliso Viejo, CA 92656 Contact: Shawna Schaffner (949) 581 -2888 13 Contents Introduction................................................................................................. ............................... 1 Figure 1 — Sub -Areas in North Newport Center Planned Community .......... ............................... 1 Summary Table — North Newport Center as of December 31, 2011 ............ ............................... 2 UpdatedInformation ................................................................................... ............................... 3 DevelopmentSummary ............................................................................... ............................... 3 PublicBenefits ............................................................................................ ............................... 5 Ongoing Obligations and Public Benefits ..................................................... .............................15 CityConcurrence ......................................................................................... .............................17 Annual Report Distribution ........................................................................... .............................17 Will, Introduction The purpose of the 2011 Annual Report (AR) for North Newport Center is to provide an accurate record of the development that has occurred within North Newport Center during 2011. The AR contains several tables, which show development within North Newport Center as a whole and development by sub -area. The North Newport Center Summary Table lists all of the sub -areas within North Newport Center as approved in 2007: Fashion Island, Block 500, Block 600 and San Joaquin Plaza. The table provides a comprehensive review of the development within North Newport Center in terms of existing development, maximum development (allowed by the General Plan) and development that has occurred during 2011. The other tables in this report track development by sub -area based on land uses within North Newport Center. The tables break down each sub -area of North Newport Center individually and track the area developed by land use, as applicable. A map that depicts the sub -areas within the North Newport Center Planned Community Development Plan', and those sub -areas covered by this AR is shown as Figure 1. Figure 1 — Sub -Areas in North Newport Center Planned Community 0 San Joaquin c Plaza e pW 'x0� Cif 1 c e Block 800 Block 600 Fashion Island Block Regional Center Soo Q O e,"; V rF D Block 700 o-� v Sub Areas under Zoning Implementation and Public Benefit Agreement The North Newport Center Planned Community was amended in November 2009 to include portions of Blocks 100, 400, 800 and the open space parcel from Newport Village. The North Newport Center Planned Community was amended again in 2011 to expand Block 800 to include the Pacific Mutual Financial Center. The Zoning Implementation and Public Benefit Agreement DA2007 -002 (Agreement) was not amended to include the new land areas. The AR will only report on the blocks covered by the Agreement. -15 Summary Table — North Newport Center as of December 31, 20112 2 All numbers in this table are shown in square feet (s.f.) unless otherwise indicated. 3 1,700 theater seats equates to 27,500 s.f. per the North Newport Center Development Plan. 4 The General Plan entitlement figure includes allocations for hotel square footage, which is not represented in the Existing Development or Remaining Development columns. s Previously reported as demolished per tracking Table TD2008 -1 (Palm Garden Restaurant and Miscellaneous office). 6 Upon receipt of Certificate of Use and Occupancy for 650 Newport Center Drive, remaining entitlement will be 0. 241,711 s.f. of existing entitlement was suspended with the approval of Entitlement Transfer TD2011 -1 on August 19, 2011. 10 Existing Development During Remaining Sub -Area Entitlement Development 2011 Entitlement Fashion Island 1,619,525 1,491,978 Demolished: 1,732 127,547 Constructed: 830 1,700 theater seats3 680 theater seats 1,020 theater seats were 1,020 theater seats removed as part of the Island or Cinema renovation. The 16,500 s.f. NNC PC allocates 16.1765 s.f. per theater seat. The demo of 1,020 seats equates to 16,500 s.f. Block 500 599,659 310,684 Transfer from Block 600: 288,975 47,264 Transfer from San Joaquin Plaza: 241,711 Re- assigned to San Joaquin Plaza: 430 residential units Block 600 1,587,5371 910,637 Transfer to Block 500: 387,4726 47,264 630 NCD Demo Permit 24,7365 650 NCD Building Permit 398,846 295 hotel rooms 295 hotel rooms 0 hotel rooms San Joaquin Plaza 95,550 337,261 7 Transfer to Block 500: 0 241,711 430 Residential 0 Re- assigned from Block 500: 430 residential units Units 430 residential units 2 All numbers in this table are shown in square feet (s.f.) unless otherwise indicated. 3 1,700 theater seats equates to 27,500 s.f. per the North Newport Center Development Plan. 4 The General Plan entitlement figure includes allocations for hotel square footage, which is not represented in the Existing Development or Remaining Development columns. s Previously reported as demolished per tracking Table TD2008 -1 (Palm Garden Restaurant and Miscellaneous office). 6 Upon receipt of Certificate of Use and Occupancy for 650 Newport Center Drive, remaining entitlement will be 0. 241,711 s.f. of existing entitlement was suspended with the approval of Entitlement Transfer TD2011 -1 on August 19, 2011. 10 Updated Information On November 10, 2009, the City Council approved an amendment to the North Newport Center Planned Community to include portions of Block 100, Block 400 and Block 800 and an open space parcel in the northern portion of Newport Village. (Ordinance No. 2009 -38) These portions of Blocks 100, 400 and 800 are owned by Irvine Company and are fully developed. The open space parcel in the northern portion of Newport Village is also owned by Irvine Company and shall remain designated as open space. The North Newport Center Planned Community was amended again on May 24, 2011 to include the balance of Block 800, the Pacific Mutual Financial Center. The Zoning Implementation and Public Benefit Agreement 2007 -002 (Agreement), which is between the City of Newport Beach and Irvine Company, covers Block 600 and portions of Fashion Island, Block 500 and San Joaquin Plaza. The Agreement requires compliance review once every twelve months that documents the current status of the use of the entitlements and the provision of public benefits established in the Agreement. The Agreement specifically applies to "properties located in North Newport Center (Block 600 and portions of Fashion Island, Block 500 and San Joaquin Plaza)." There have been no revisions or amendments to the Agreement since its approval. Development Summary Annual monitoring of development is required by Agreement 2007 -002 between the City of Newport Beach and Irvine Company as part of the North Newport Center Project. The Term of the agreement is until January 2028. This section identifies specific development during the calendar year for the sub -areas that are included in the original Agreement, including but not limited to transfers of square footage and building permits issued. Below is a list of permits and approvals that have been issued within North Newport Center between January and December 2011. Since Block 100, Block 400, Block 800 and the open space parcel in Newport Village were not included in the Agreement, these sub -areas are not required to be part of the annual reporting process. The transfers are detailed in the tables below as they apply to Block 500, Block 600 and San Joaquin Plaza. Fashion Island activity is also detailed below. Development in North Newport Center for 2011 is as follows: Date Sub -Area Summary of Action Fashion Island Dec 2010 (Final) 343 Newport Center Drive -935 s.f. (Permit X2010 - 2683)8 Dec 2010 (Final) 1107 Newport Center Drive -110 s.f. (Permit X2010- 2846)8 Jul 2011 (Final) 259 Newport Center Drive -85 s.f. (Permit X2011 -0659) Aug 2011 (Final) 221 Newport Center Drive -87 s.f. (Permit X2011 -1068) Sept 2011 (Final) 825 Newport Center Drive +526 s.f. (Permit X2011 -1101) Dec 2011 (Final) 1113 Newport Center Drive +304 s.f.(Permit X2010 -3092) Dec 2011 (Final) 999 Newport Center Drive -1,020 theater seats (Permit X2011 -0914) Dec 2011 (Final) 367 Newport Center Drive -515 s.f. (Permit X2011 -1949) Nov 2011 Block 500 /Block 600 /San Transfer of 288,975 s.f. from SJP (241,711 s.f.) and Block 600 (47,264 s.f.) to Joaquin Plaza (SJP) Block 500 Block 500 /SJP Re- assign 430 residential units from Block 500 to SJP Block 600 Jun 2011 (Approved) 630 Newport Center Drive - 24,736 s.f. (Permit X2011 - 0470)9 Jul 2011 (Approved) 650 Newport Center Drive 398,846 s.f. (Permit X2011 -0472) 8 Two demolition permits totaling 1,045 s.f. were approved in 2010 but were not finaled until 2011. 1107 Newport Center Drive was listed as 1117 Newport Center Drive in the 2010 Annual Monitoring Report. 9 Demo is for an existing 24,736 s.f. building, and also a portion of the existing parking structure, and two existing tennis courts. 27 The following tables track development within North Newport Center by sub -area. All numbers are shown in gross square feet unless otherwise indicated. The tables are intended to track development annually. The North Newport Center table below provides a comprehensive listing of development by land use. The "Demolished" column is intended to reflect the final square footage demolished, not the square footage stated in a demolition permit. The 'Built' column reflects the square footage provided in a Certificate of Use and Occupancy. Fashion Island Block 500 Entitlement Existing Existing January Development Transferred/ Permitted Tracking Development Entitlement 2011 January 2011 Converted Demolished (Demo /New) Built Number December 2011 December2011 Land Use Regional Commercial 1,619,525 1,492,880 +288,975 - 1,04510 398,846 830 TD2011 -1 1,491,978 1,619,525 3 (MU -H3) -68711 599,659 Theater Seats 1,700 1,700 -430 -1,020 seats TD2011 -1 680 seats 1020 seats Block 500 Block 600 Entitlement Existing Existing January Development Permitted Tracking Development Entitlement 2011 January 2011 Transferred Demolished (Demo /New) Built Number December2011 December2011 Land Use Mixed Use Horizontal 310,684 310,684 +288,975 - 24,736 398,846 TD2011 -1 310,684 1,587,537 3 (MU -H3) 599,659 Residential Units 430 0 -430 TD2011 -1 0 0 Block 600 San Joaquin Plaza Entitlement Existing Existing January Development Permitted Tracking Development Entitlement 2011 January 2011 Transferred Demolished (Demo /New) Built Number December2011 December2011 Land Use Mixed Use Horizontal 1,634,80112 910,637 - 47,264 - 24,736 398,846 TD2011 -1 910,63413 1,587,537 3 (MU-H3) Residential Units 0 0 0 TD2011 -1 0 0 Hotel Rooms 295 295 295 295 San Joaquin Plaza ° Two demolition permits totaling 1,045 s.f. were approved in 2010 but were not finaled until 2011. 11 Permit X2011 -0659 (259 Newport Center Drive -85 s.f.), Permit X2011 -1949 (367 Newport Center Drive -515 s.f.), Permit X2011 -1068 (221 Newport Center Drive -87 s.f.) 12 The General Plan entitlement figure includes allocations for hotel square footage, which is not represented in the Existing Development or Remaining Development columns. 13 The 24,736 s.f. demolition was previously accounted for per tracking Table TD2008 -1 (Palm Garden Restaurant and Miscellaneous office). IN Entitlement Existing Existing January Development Permitted Tracking Development Entitlement 2011 January2011 Transferred Demolished (Demo /New) Built Number December2011 December2011 Land Use Mixed Use Horizontal 337,261 337,261 - 241,711 TD2011 -1 337,261 95,550 3 (Ni Residential Units 0 0 +430 TD2011 -1 0 430 ° Two demolition permits totaling 1,045 s.f. were approved in 2010 but were not finaled until 2011. 11 Permit X2011 -0659 (259 Newport Center Drive -85 s.f.), Permit X2011 -1949 (367 Newport Center Drive -515 s.f.), Permit X2011 -1068 (221 Newport Center Drive -87 s.f.) 12 The General Plan entitlement figure includes allocations for hotel square footage, which is not represented in the Existing Development or Remaining Development columns. 13 The 24,736 s.f. demolition was previously accounted for per tracking Table TD2008 -1 (Palm Garden Restaurant and Miscellaneous office). IN Public Benefits The table below lists all of the public benefits resulting from Development Agreement No. DA2OO7 -002 entitled the Zoning Implementation and Public Benefit Agreement between the City of Newport Beach and Irvine Company Concerning North Newport Center (Fashion Island, Block 500, Block 600, and San Joaquin Plaza) (herein referred to as the development agreement). Public benefits are listed in Section 4 of the development agreement. Shaded areas represent 2011 activity. Items that have been completed in previous reporting years are shown as Complete. Public Benefits Table Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment /Contribution /Dedication Status In -Lieu Park Fees Section 4.1 Regardless of whether a subdivision map is Landowner shall pay to City the greater of (i) the sum of Total Payment as of for Renovation of Paragraphs approved for any or all of the residential units, and $3,733,333.33 (which is 1/3 of the total Park Fees to be December 31, 2011: Oasis Senior Center 1 -2 prior to and as a condition to City's Issuance of the paid to City under this Agreement) (the "Initial Park Fee ") $ 0 and for Park Uses First Residential Building Permit (but in no event or (ii) the applicable Per Unit Park Fees (if the First Responsible Party: earlier than the Effective Date) Residential Building Permit includes more than one Irvine Company hundred forty -three (143) residential units). Landowner's payment of the Initial Park Fee shall entitle ❑ Completed 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. Section 4.1 Prior to and as a condition to City's issuance of a Landowner shall pay to City the sum of $17,364.11 (the Total Payment as of Paragraph 2 building permit for development of the one hundred difference between the Initial Park Fee and the total Per December 31. 2011: forty - fourth (144th) residential unit on any portion of Unit Park Fees for 144 residential units) $ 0 the Properly located in Newport Center Block 500, Responsible Party: Newport Center Block 600, or San Joaquin Plaza Irvine Company ❑ Completed In -Lieu Park Fees Section 4.1 Prior to and as a condition to City's issuance of Landowner shall pay to City the sum of $26,046.51 per Number of units as of for Renovation of Paragraph 2 each subsequent building permit for residential unit ( "Per Unit Park Fees ") December 31.2011: Oasis Senior Center development within that portion of the Property (units) 0 and for Park Uses $26.046.51 per unit Total Payment: $0 Responsible Party: Irvine Company ❑ Completed 19 Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone Payment /ContributionlDedication Status In -Lieu Park Fees Section 4.1 If Landowner sells any residential unit developed Landowner shall pay to City at the time of such sale of an Number of units sold as of for Renovation of Paragraph 3 within the Property to a third party purchaser in individual residential unit the then - applicable park fee for December 31, 2011: Oasis Senior Center other than a bulk sale of all of the units in a single such unit as may be in effect at that time within the City (units) 0 and for Park Uses residential building of Newport Beach, less a credit for the amount of the Per $ park fee per unit Unit Park Fee paid prior to that time. Please see Section 4.1, paragraph 3 for additional Total Payment: $ g information regarding Landowner's obligation to pay fees and memorandums to be recorded against the title of Responsible Party: each unit. Irvine Company ❑ Completed In -Lieu Park Fees Section 4.1 If, on the date that City awards a contract for Within five (5) days after City's award of the contract, Date that City awards a contract for for Renovation of Paragraph 4 renovation of the Oasis Senior Center, the total sum Landowner shall pay to City the difference ( "Park Fee renovation of the Oasis Senior Oasis Senior Center of both the Initial Park Fee and the Per Unit Park Advancement "). Landowner's payment of the Park Fee Center: 3/10/2009 and for Park Uses Fees paid by Landowner to City to date is less than Advancement shall entitle Landowner to a credit against Check below if answer is "yes." the sum of $5,600,000 the Initial Park Fee (if not paid by the time the Park Fee Advancement is paid) and against the next Per Unit Park ® The total sum of both the Initial Park Fees that otherwise would be due and payable to City Fee and the Per Unit Park Fees paid by until the entire credit is exhausted. After such credit is Landowner to City is less than the sum exhausted, prior to and as a condition to City's issuance of $5,600,000 (as of date above) C " O PLE T E 20091 of each subsequent building permit for residential development of any portion of the Property located in If box above is checked, then �J Newport Center Block 500, Newport Center Block 600, or Landowner shall pay to City "Park Fee San Joaquin Plaza, Landowner shall continue to pay the Advancement" in the amount of: Per Unit Park Fees as residential building permits are $5.600.000.00 issued. No initial park fees paid. Lump sum payment of $5,600,000 paid to City. Responsible Party: Irvine Company ® Completed Date: 3 /10/ 2009 In -Lieu Park Fees Section 4.1 Not specified City shall earmark $5,600,000 of the Park Fees to be Responsible Party: for nova n of sis or n P r�9 �f�h 5 paid by Landowner (one -half of the total Park Fees) as a matching challenge grant to apply toward contributions to City of Newport Beach ®Completed d f rk U 20091 the renovation of the Oasis Senior Center. Date: Early 2009 (prior to construction) ME Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone Payment /Contribution /Dedication Status In -Lieu Park Fees Section 4.1 Not Specified City shall apply any Park Fees not spent by City on the Responsible Party: for Renovation of Paragraph 5 renovation of the Oasis Senior Center to any park use as City of Newport Beach Oasis Senior Center an or Par Uses determined by City. Landowner acknowledges that the actual amount of funds raised through the matching challenge maybe less than $5, and that the ® Completed Date: Early 2009 (prior to construction) MPLETE (l��J' I 2009 e amo0 amount raised shall not affect the amount of Park Fees payable by Landowner to City. Public Benefit Fee Section 4.2 Not Specified Landowner shall pay to City the sum of $27,090,000 as Payment in the sum of $27,090,000 paid Paragraph 1 set forth in Section 4.2 ('Public Benefit Fee "), of the In full as of (date) Development Agreement. Responsible Party: Irvine Company ❑ Completed Section 4.2 Prior to and as a condition to the issuance of the Landowner shall pay to City the sum of $13,545,000, Payment: $13,545,000 Paragraph 1 First Building Permit - 650 Newport Center Drive which is one -half of the Public Benefit Fee ( "Initial Public as of July 26, 2011 (date) Benefit Fee "), Note: See page 18 for additional Information. Responsible Party: Irvine Company ® completed Section 4.2 Upon the issuance of building permits for the 430 The balance of the Public Benefit Fee shall be paid to Building permits have been issued for Paragraph 1 residential units authorized for development within City. The amount payable by Landowner to City for each 430 residential units as of the Property. such residential unit shall be the sum of $31,500. (date) Total Payment (balance of the Public Benefit Fee):$13,545,000 -this equates to $31,500 per unit for 430 units. Total payment as of (date) Responsible Party: Irvine Company ❑ Completed 2i Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone PaymentlContributionlDedication Status Fair Share Traffic Section 4.3 The Property is subject to City's Fair Share Traffic The City is in the process of considering updates and Fair Share Traffic Fee paid for 2011 Fees Paragraph 1 Contribution Ordinance, which requires the payment amendments to its Fair Share Traffic Contribution for 0 (square footage): of certain fair share traffic fees for development Ordinance and its Fair Share Traffic Fees and that as a $0 ( "Fair Share Traffic Fees "). result of such updates and amendments the Fair Share Traffic Fee charged by City may be increased (the "Initial Responsible Party: Fee Increase"). Irvine Company Notwithstanding any other provision set forth in the Development Agreement to the contrary, Landowner agrees that Landowner and the Property shall be subject to the modified Fair Share Traffic Contribution Ordinance including the increased fees payable pursuant to the Initial Fee Increase. This applies to square footage that was newly entitled under this agreement. Please see Section 4.3 of the Development Agreement for additional detailed information pertaining to fees. Circulation Section 4.4 "Circulation Enhancement Contribution" to Landowner shall contribute to City the sum of Two Million Check below if answer is "yes." Enhancements to Paragraph 1 reimburse City for City's expenses incurred for the Five Hundred Thousand Dollars ($2,500,000.00) ® The City chose to approve, design Public Right of Way design and construction of one or more of the ( "Circulation Enhancement Contribution "). and construct one or more of the circulation improvements listed in Section 4.4 of the circulation enhancements listed in Development Agreement, as determined by the Section 4.4 of the Development City's Director of Public Works, should City choose Agreement to approve the circulation enhancements after its Date: See Note Below environmental review and approval process and in Note: See page 19 for additional compliance with CEQA. information. Please refer to Section 4.4, paragraph 1 of the If box above. h checked, then Landowner shall contribute Development Agreement for the list of circulation u l c based on actual costs $2,500ted enhancements. requested by the City. by Responsible Party: Irvine Company ❑ Completed Date: 22 Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone Payment /Contribution /Dedication Status Circulation Section 4.4 Landowner shall pay the Circulation Enhancement Landowner shall pay the Circulation Enhancement Indicate payment(s) below (if Enhancements to Paragraph 2 Contribution to City from time to time after the Contribution to City from time to time after the Effective applicable): Public Right of Way Effective Date, within thirty (30) days after receipt of Date and Landowner will pay any balance to the City up Amount paid by Landowner to City for written request for reimbursement from City, with to a maximum contribution of $2,500,000.00 less the cost Circulation Enhancement Contribution any balance to be paid to City on the date that is for any improvements constructed by Landowner. as of sixty (60) months after the Effective Date (the Effective Date is January 18, 2008) regardless of (date): June 6, 2011 whether City has incurred the cost for the foregoing $ 905,319.52 Improvements. Date that is 60 months after the Alternatively, Landowner and City may mutually Effective Date: January 18, 2013 agree upon arrangements for Landowner to use the Amount of balance paid by Landowner Circulation Enhancement Contribution to construct to City as of the foregoing improvements subject to City's (date) approval. Responsible Partly: Irvine Company ❑ Completed or ❑ Check this box if Landowner and City mutually agree for Landowner to use contribution to construct improvements. Date: Amount used to construct improvements as of December 31. 2011: $ 42 888 Responsible Party: Irvine Company ❑ Completed 23 Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone Payment /Contribution /Dedication Status Dedication of Public Section 4.5 At such time as City provides legal descriptions for Landowner shall provide an offer of dedication to City for Responsible Party: Rights of Way Paragraph 1 the public rights of way, which descriptions shall be the additional public rights of way necessary for Irvine Company consistent with the design of the circulation circulation improvements on the north side of San Miguel ® Completed improvements for said public right of way. Drive between MacArthur Boulevard and Avocado Avenue and on Avocado Avenue between San Nicolas No longer applicable due to dedication COMPLETE '0' 200 Drive and San Miguel Drive. Please see Section 4.5 of the Development Agreement of Avocado parcel on October 17, 2008, as described in Section 4.6 Paragraph 1 below. Avocado parcel dedication for additional information. documented in 2008 Annual Report. Dedication of Public Section 4.5 At such time as City provides legal descriptions for Landowner shall convey the public right of way to City ❑ Check this box if the Landowner has Rights of Way Paragraph 1 the public rights of way, which descriptions shall be (through the recordation of an offer of dedication without recorded an offer of dedication to the consistent with the design of the circulation any restrictions or qualifications) free and clear of all City without any restrictions or improvements for said public right of way. recorded and unrecorded monetary liens, any delinquent qualifications. property taxes or assessments, and all tenancies, Responsible Party: lessees, occupants, licensees, and all possessory rights Irvine Company COMPLETE O 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 ® Completed No longer applicable due to dedication u right of way or its use, including any environmental law or of Avocado parcel on October 17, 2008, regulation, and Landowner shall be responsible for as described in Section 4.6 Paragraph 1 causing said condition to be satisfied. below. Avocado parcel dedication documented in 2008 Annual Report. Mil Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone Payment/Contribution/Dedication Status Open Space Section 4.6 Landowner shall dedicate to City (through the Landowner shall convey the Open Space Parcel for open Check below if the answer to (1) or (ii) is Dedication Paragraph 1 recordation of a grant deed) the open space parcel space or public facilities purposes, to City free and clear "yes." in Newport Center comprised of approximately 3.18 of all recorded and unrecorded monetary liens, any ❑ (1) City has awarded a construction acres of land area, bounded on the north by the delinquent property taxes or assessments, and all contract for the construction of City Hall Orange County Transportation Authority site, the tenancies, lessees, occupants, licensees, and all at any location within the City east by MacArthur Boulevard, the south by San possessory rights of any kind or nature. Date: Not Applicable Miguel Drive, and the west by Avocado Avenue ('Open Space Parcel "),within thirty (30) days after ® (ii) the option to purchase the Option the earliest of the following: (i) City has awarded a Site has terminated as provided in construction contract for the construction of City Hall Section 4.8.1 of Development at any location within the City or (ii) the option to Agreement No. DA2007 -002. purchase the Option Site has terminated as Date: 5127108 provided in Section 4.8.1 of Development Within 30 days after the earliest of one Agreement No DA2007 -002. of the two events listed above, _ l Landowner shall dedicate to City (through the recordation of a grant deed) GION j(Qv< 200 the open space parcel in Newport Center comprised of approximately 3.18 acres of land area ® Check this box once the grant deed has been recorded. Date: October 17. 2008 Open Space Section 4.6 Not specified Landowner shall, at its sole cost and expense, cause a ® Check this box once Landowner, at Dedication Paragraph 1 title company selected by City to issue to City an owner's Its sole cost and expense, has caused a policy of title insurance for the Open Space Parcel with title company selected by City to issue liability in an amount reasonably determined City (but to City an owner's policy of title ON 20080) not exceeding the fair market value of the Open Space insurance for the Open Space Parcel Parcel) showing fee title to the Open Space Parcel Date: October 17, 2008 vested in City, free and clear of the liens, rights, and Responsible Party: encumbrances referred to in Section 4.6 of Development Irvine Company Agreement No. DA2007 -002. 25 Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone Payment /ContributioniDedication Status Retrofit Sprinkler Section 4.9 The Newport Center Drive system retrofit shall be Landowner shall retrofit the existing sprinkler systems in Check each box below upon Systems Paragraph A completed by June 2008. the Newport Center Drive parkways and medians to low implementation of the corresponding low flow technology with the following specifications: flow technology listed to the left. (1) The control system must monitor and adjust itself not 0 (1) CTE OMPLE 0 O O 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 ® (2) ®(3) cover each soil and slope type in Newport Center. Z (4) (2) The control system must adjust to rain conditions to limit or eliminate watering during rain events. ® Check this box once the Newport (3) The sprinkler heads must eliminate overspray onto Center Drive system retrofit is roads, sidewalks, and other hardscape either by using completed. highly targeted heads that only water the plant material or Date: November 1, 2008 by using a sprinkler -like wicking system, such as the Jardiniere system Responsible Party: (4) The performance of the sprinkler systems must be Irvine Company 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. WN Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone Payment /ContributloNDedication Status Retrofit Sprinkler Section 4.9 The Fashion Island retrofit shall be completed in Landowner shall retrofit the existing sprinkler systems in Check each box below upon Systems Paragraph A phases in conjunction with the water quality the landscape areas within Fashion Island to low flow implementation of the corresponding low enhancements in Section 4.913 of the Development technology with the following specifications: flow technology specification listed to Agreement. (1) The control system must monitor and adjust itself not the left. less than daily, using either evapotranspiration rates for ® (1) the Corona del Mar microclimate or soil moisture levels ®(2) monitored at enough locations in the irrigation area as to ® (3) cover each soil and slope type in Newport Center. COM PLETE 2 The control system must adjust to rain conditions to ®(4) O ( OI limit or eliminate watering during rain events. lim (3) The sprinkler heads must eliminate overspray onto ® Check this box once the Fashion roads, sidewalks, and other hardscape either by using Island retrofit is completed highly targeted heads that only water the plant material or Date: December 2009 by using a sprinkler -like wicking system, such as the Jardiniere system Sprinkler retrofit is 100% complete. (4) The performance of the sprinkler systems must be Responsible Party: vine Company 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. Fashion Island Section 4.9 Not specified Landowner commits to expend a minimum of $1 million For the year 2011, indicate the amount Water Quality Paragraph B to enhance the water quality treatment (which could expended to enhance the water quality Enhancements include bio- filtration, media filtration or other technology) treatment of those surface parking areas of those surface parking areas of Fashion Island which in Fashion Island are not otherwise included within the new development or $34,000 (for 2011) redevelopment projects. $460.360 (Cumulative Total - see page Landowner has full discretion as to the treatment 20 for additional information) methods utilized and improvement phasing, to ensure The amount spent above is as of that the improvements integrate with the water quality December 31, 2011. treatment plans of the new development areas. Responsible Party: Irvine Company 27 Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone Payment/Contribution/Dedication Status Fashion Island Section 4.9 Annually. The first report is due by January 18, Landowner agrees to make annual reports to the City ® Check this box when the 2011 Water Quality Paragraph B 2009 (one year after the Effective Date of regarding the progress of these enhancements including Annual Report is submitted to the City. Enhancements January 18, 2008). the work performed and the amount expended. Date: January 18, 2011 Maintenance was conducted on the water quality treatment systems. See page 20 for additional information for year 2011. Responsible Party Irvine Company Cooperation of Section 4.10 If City elects to construct a new City Hall on the Landowner shall cooperate in good faith with City to ® Check this box if the City elects to Landowner if City Paragraph 1 property located on the east side of Avocado implement any necessary land use regulations, including construct a new City Hall on the site Hall Constructed on Avenue, north of the Central Library zoning amendments, and to release and terminate the north of the Central Library. Property North of Library /� use restrictions contained in the deed for the property to allow for and accommodate construction of a new City Hall on that site. ® Check this box once Landowner has cooperated in good faith with the City and has released and terminated the / 1(1 O 200890 use restrictions contained in the deed for x` -'�`n he property Date: May 20, 2008 Responsible Party: Irvine Company Dedication of Lower Section 4.11 Upon issuance of the First Building Permit Landowner shall dedicate to City the Lower Castaways ❑ Check this box once the first building Castaways Paragraph 1 site for municipal or municipally sponsored uses allowed permit has been issued. 0 0 0 0 200890 under the General Plan's Recreational Marine Commercial designation, such as park, marine educational facility, marine research and conservation facility, or marine and harbor dependent service and support uses and other similar uses in furtherance of the Tidelands Trust. Date: Not Applicable ® Check this box once the Lower Castaways site has been dedicated to the City Date: October 17, 2008 Responsible Party: Irvine Company X19 Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone Payment /ContributionlDedication Status Dedication of Lower Section 4.11 Not specified The property shall have a deed restriction in favor of ® Check this box once a deed Castaways Paragraph 1 'Certificate of use and occupancy for 100th market Landowner which shall restrict the City's use of the restriction has been issued in favor of C NAPLETE OO 2no O O 0 property to such uses (listed in the row above), and allow the City to contract with a for profit or non -profit entity to the Landowner for the Lower Castaways site AHIP operate certain municipal facilities or to use the property Date: October 17, 2008 'Certificate of use and occupancy for 200th market n furtherance of such uses; provided that the City may Responsible Parties: rate unit I one -third of required units. not transfer the property, by sale or long term lease to Irvine Company and the City of Newport 'Certificate of use and occupancy for 300th market any private, for -profit company for any commercial boat Beach rate unit I one -third of required units. marina. Ongoing Obligations and Public Benefits The table below lists ongoing obligations from Irvine Company and additional public benefits resulting from Development Agreement No. DA2007 -002 referenced above. Ongoing obligations and public benefits listed in the table below are from various sections of the Development Agreement, not including Section 4, Public Benefits. Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone Payment/Contribution /Dedication Status Implement and Section 3 Implementation schedule: TIC must implement and document compliance with Check the appropriate box once an Document 'Certificate of use and occupancy for 100th market the Affordable Housing Implementation Plan affordable housing agreement has been Compliance with rate unit I one -third of required units. ("AHIP "). executed and recorded for each phase AHIP below 'Certificate of use and occupancy for 200th market rate unit I one -third of required units. 100th market rate unit 'Certificate of use and occupancy for 300th market Date: rate unit I one -third of required units. 200th market rate unit Affordable housing agreements will be executed and Date: recorded at each phase identified above for any units constructed on the Child Time site and for designated 300th market rate unit affordable units in The Bays apartment complex Date: before the point where a certificate of use and occupancy is issued for the related market rate units. Responsible Party: Irvine Company �9 Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone PaymentlContributionlDedication Status Development of Sections 6.7 and TPO approval and compliance with the fair share Since the City will not be developing the Option Site ® Check this box when TPO approval Option Site with 7.1 traffic fee requirements must occur before TIC can with 72,000 square feet: and compliance is attainted 72,000 Square Feet develop the Option Site. TIC must conduct a traffic analysis, provide traffic Date: Auoust 7.2008 of office use mitigation in compliance with the Traffic Phasing OMP II IL��J O O O 0 Ordinance , and ), pay the applicable Fair Share Traffic Fees, and obtain TPO approval from the Responsible Party: Irvine Company 90 Planning Commission (appeal goes to City Council) before It can develop the Option Site with 72,000 square feet of office use. Complete Section 7.3 No later than the earlier of: (1) the date the City Complete construction of a third eastbound left turn ❑ Check this box once lane Construction of a issues the certificate of occupancy for any new lane at the intersection of MacArthur Boulevard and construction is complete Third Eastbound development under the First Building Permit (but San Joaquin Hills Road (within the existing right of Date: Left Turn Lane at specifically excluding the building permit for the way except for any needed dedication at the the Intersection of Parking Structure), or (2) the date that is 60 months southwest corner). Responsible Party: MacArthur Blvd. after the Effective Date. Irvine Company and San Joaquin Hilts Road 60 months after the Effective Date is January 18, 2013 (60 months after January 18, 2008). Annual Review of Section 14 First annual review (including an updated tracking The parties must conduct annual review of CK Check this box once the first annual Compliance with chart of built intensity and provision of public compliance with California Government Code review has taken place Code Sections benefits) must take place by January 18, 2009 (one sections 65865 and 65865.1 and City of Newport Date: January 16, 2009 year after the Effective Date of January 18, 2008). Beach Municipal Code §15.45.070. (City Council approval February 24. 2009 Responsible Party: COMPUETE 2 9 TIC must document the current status of its entitlement use (i.e., a tracking chart of built intensity) and its provision of the public benefits identified ed in in Irvine Company Section 4 of the Development Agreement. so City Concurrence By signing below, the City acknowledges its concurrence with the information presented in the Annual Report. City Acknowledgement Signature Title Annual Report Distribution Date A complete Annual Report for North Newport Center shall be completed and distributed no later than January 18 following each prior year to the individuals listed below. City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, California 92663 -3884 Attn: City Manager City of Newport Beach 3300 Newport Boulevard Post Office Box 1768 Newport Beach, California 92663 -3884 Attn: City Attorney Irvine Company 550 Newport Center Drive Newport Beach, California 92660 -0015 Attn: Dan Miller Latham & Watkins LLP 600 West Broadway, Suite 1800 San Diego, California 92101 -3375 Attn: Christopher W. Garrett 31 4.2 (Paragraph 1). Public Benefit Fee: Irvine Company has received building permits from the City allowing the construction of an office building totaling 387,472 sq. ft. in Block 600 (650 Building). Irvine Company paid to the City one - half of the public benefit fee, $13,545,000, on July 26, 2011. This payment was consistent with section 4.2 of the Zoning Agreement. Following construction of the 650 Building, 47,264 unbuilt sq. ft. will remain in North Newport Center and 73,850 sq. ft. will need to be rendered non - habitable in Block 100 (Block 100 entitlement was 121,114 sq. ft. prior to transfer TD2011 -1. 121,114 less 47,264 unbuilt entitlement = 73,850 sq. ft.). On November 8, 2011, the City Council approved the transfer of 47,264 sq. ft. from Block 600 to Block 500. The 650 Building would use the 17,300 sq. ft. from the 24 Hour Fitness in Block 600; the 8,289 sq. ft. of miscellaneous office space in Block 600; the 16,447 sq. ft. from Palm Garden in Block 600; and the 73,850 sq. ft. of commercial office space in Block 100. Irvine Company has demolished 8,289 sq. ft. of miscellaneous office space in Block 600 and 16,447 sq. ft. from the Palm Garden building in Block 600. In addition, Irvine Company intends to render non - habitable the 17,300 sq. ft. from the 24 Hour Fitness in Block 600 and the 73,850 sq. ft. of office space in Block 100. The Zoning Agreement does not specify a method or standard for rendering building square footage non - habitable. Therefore, Irvine Company will render the 17,300 sq. ft. 24 Hour Fitness in Block 600 and 73,850 sq. ft. of existing commercial office space in Block 100 non - habitable and will maintain them as follows: - Neither Irvine Company, any tenants, nor any other third parties will occupy the office buildings or the 24 -Hour Fitness; - Irvine Company will provide access to the buildings only for the purpose of maintenance or security; - Electricity in the buildings will remain activated to preserve the appearance that the buildings have not been abandoned and to provide security lighting at night; - Water service will continue to preserve the existing landscaping; - Building exteriors, landscaping and irrigation systems and parking lots will be maintained to ensure continued aesthetic compatibility with surrounding properties; and - Security personnel will continue to patrol building grounds. The square footage rendered non - habitable may be reoccupied when Irvine Company has demonstrated that it has rendered equivalent square footage non - habitable elsewhere in NNCPC. Irvine Company can demonstrate this by obtaining approval of a transfer of development rights consistent with Section VI.0 of the PC Text and Policy LU 6.14.3 in the City's General Plan or by rendering a commensurate amount of other existing square footage within the NNCPC non - habitable. Irvine Company has proposed that a covenant be entered into between the City and Irvine Company. The covenant shall restrict the use of non - habitable square footage as described above. The Community Development Director shall have the authority to enter into said covenant on behalf of the City. 32 4.4 Circulation Enhancements to Public Right of Way Section 4.4 Of the North Newport Center Zoning Implementation and public Benefit Agreement requires that individual enhancement projects be established through discussion with the City of Newport Beach Director of Public Works. The table below lists the individual projects resulting from those discussions and the actual or estimated cost for individual project components as of December 31, 2011. North Newport Center — Circulation Enhancements to Public Right of Way Transportation Improvements Program December 31, 2011 Status Update NOTES: 1 Per North Newport Center, "Zoning Implementation and Public benefit Agreement"— Section 4.4 (December 18, 2007) 2 Excluding City contributions of $125,000 (City Hall costs for Farallon City Hall site entry). 3 Direct costs to Irvine Company incurred outside of City Contract. 4 Based on Contracts awarded (6/14/11) including $51,000 of contingencies. 5 Subject to change based on actual project costs. 5 Per City's 11/12 CIP (June 2011). Preliminary estimate of street & signal modifications. 33 CUMULATIVE CEC TOTAL POTENTIAL CONTRIBUTION (Maximum POTENTIAL CEC Contribution Limited REMAINING CEC PROJECT ESTIMATED PROJECT COST CONTRIBUTION to $2,500,000)1 COMMITMENT 1. San Miguel Widening and Intersection Improvements (MacArthur to west of Avocado) including: Signal modifications at MacArthur and Avocado Relocation of NW corner entry monument and pine tree replacement Contract Cost = $1,355,6502 City Reimb. _ $ 905,320 (Project Completed) CIOSA Funding = $ 450.330 Add'I. Costs = $ 42.8883 Remaining Cost = $ 905,320 Total Contribution = $ 948,208 $948,208 $1,551,792 2. Upgrade Existing Newport Center Traffic Signals (City Project No. C3002009) including: - Interconnection of Signals - Traffic Signal 9 Anacapa /Newport Center Drive (partial) - Signal Modifications @ San Miguel /Newport Center Drive (complete) $920,9644 $920,9644 $1,869,172 $630,8285 (Project Underway) 3. Newport Center Drive Parking Revisions (Plans in progress) $90,000, $90,0006 $1,959,1721 $54Q8285 4. Traffic Signal at Newport Center @ Center Drive included in Projects 2 & 5 (Project Underway) 0 0 $1,959,172 $540,8285 5. Add fourth leg to Center Drive intersection with Newport Center Dr. and $300,000' $300,000' $2,259,172 $240,8285 signalize (Plans being processed) 6. Operational Improvements to streets adjacent to Blocks 500 and 600 of Remainder Newport Center Drive (Santa Rosa Revisions) TBD $240,828 $2,500,000 -0- 7. Additional Improvements Mutually Agreeable to both parties TBD TBD TBD NOTES: 1 Per North Newport Center, "Zoning Implementation and Public benefit Agreement"— Section 4.4 (December 18, 2007) 2 Excluding City contributions of $125,000 (City Hall costs for Farallon City Hall site entry). 3 Direct costs to Irvine Company incurred outside of City Contract. 4 Based on Contracts awarded (6/14/11) including $51,000 of contingencies. 5 Subject to change based on actual project costs. 5 Per City's 11/12 CIP (June 2011). Preliminary estimate of street & signal modifications. 33 4.9 B. Fashion Island Water Quality Enhancements — Fashion Island Parking Areas: Fashion Island WQMP Master Plan and Treatment - A master treatment plan has been created for all parking lot surface areas in Fashion Island, taking into consideration timing of development phasing, maximizing treatment potential for non - development areas and implementing construction efficiencies for cost minimization. Technical oversight on treatment design and selection to meet State Water Quality Treatment requirements utilizing bio- retention, media filtration and other technology was provided by Stantec Civil Engineering, NMG Soil Engineering and Geosyntec Engineering, a leading bio- retention engineering company. The proposed treatment plan when fully implemented would treat 95% of the parking lot surface areas and 95% of building and hardscape areas. The treatment design included four bio- retention systems and six media cartridge vault systems designed to treat a total tributary area of 1,687,617 square feet of surface parking area, including 1,539,099 square feet of Non - Development area. An additional 1,283,180 square feet of retail building area, including 1,096,658 square feet of Non - Development area, is being treated as a result of utilization of existing storm line systems. Nineteen percent of non - development tributary area is treated by bio - retention systems with the remaining 81% treated by media cartridge vault. Additional water quality improvements will occur in future years. The following tables identify the Non - Development water quality treatment from 2008 through December 31, 2011, and the compliance to date with Section 4.9, Paragraph B of the Development Agreement. Water quality treatment costs in 2011 represented maintenance of the water quality treatment systems. Fashion Island Non - Development Water Quality Treatment - 2011 Compliance To -Date, Section 4.9, Paragraph B — Development Agreement Commitment Existing Enhancement Non - Commitment To -Date Remaining Commitment $1,000,000 $426,360 $34,000 $460,360 $539,640 Tributary Development Installation Operational Total Cost Total Cost Total Cost Total Cost Location - Name Area (SO 14 Area (sf)'5 Cost Cost Total Cost 2008 2009 2010 2011 3 324,251 16,273 $10,932 - $10,932 - $10,932 - 4 E 160,453 102,727 $99,020 - $99,020 - $99,020 7,8 871,133 432,234 $282,158 $250 $282,408 $112,961 $169,447 - - Maintenance - - - - - - - $34,000 $34,000 Total $392,110 $250 $392,360 $112,961 $279,399 $34,000 $34,000 Compliance To -Date, Section 4.9, Paragraph B — Development Agreement Commitment Existing Enhancement 2011 Enhancement Commitment To -Date Remaining Commitment $1,000,000 $426,360 $34,000 $460,360 $539,640 14 This figure represents the total area treated and includes Development and Non - Development areas. 15 This figure represents only the Non - Development areas treated. Mil Leilani "RECEIVED AFTER ACES BOA PRINTED:" RINTED:" :st 1 9 From: Karen E. Triilga+[J4teF—Llrlt QQphsn.com] Sent: Tuesday, February y28, 22012 2:19 PM To: Rosansky' LULL; F Ltf eitb: D,a ig!&Leslie; 'Mike Henn'; Gardner, Nancy; 'Rush Hill'; 'Steve Cc: Brown, Leilani; Brandt, Kim jt3 Subject: Tonight's Agenda r, LVIF 24 -Hour Fitness Closure @ Fashion Island ���rryy THE CITY CLERK "In order to maintain consistency with' A McHral Plan, the new 650 Newport Center Drive office building requires the Irvine Company to demolish or render 91,150 square feet of existing building floor area to "non- habitable" space within the North Newport Center Planned Community. The Irvine Company proposes to close, vacate, and otherwise not use the 17,300 square -foot 24 Hour Fitness in Block 600 and 73,850 square feet of existing office space in Block 100 rather than demolishing these buildings. Section 6.1 of the DA allows for this arrangement provided the building area is rendered "non- habitable" prior to the occupancy of the new office building." The Irvine Company should consider a different 17,300 sq ft to vacate rather than the fitness center which is so centrally located for Fashion Island workers and residents, and well as other residents and workers in central and eastern Newport Beach. This club has a steady and consistent clientele, and unless TIC has plans to move the fitness center elsewhere in Fashion Island, they should look for other options to free up needed square footage. Workers and residents in this area might have otherfitness options, but none that are as cost - effective or have the variety of fitness programs as offered by 24 -Hour Fitness. This fitness center is within walking distance for many members who use the facility. Forcing them to drive to a different fitness facility creates additional traffic in the area and negates some of the fitness benefits of have having a full - service gym in the locale. And given that within the year additional city workers will move into the Civic Center complex, it would benefit city employees as well to have a full- service fitness facility in such close proximity to city hall. Please encourage TIC to find an alternate solution to closing the 24 -Hour Fitness facility at Fashion Island. Thank you. Xaren rringali Corona del Mar KJ6FHH 1949.719.9390 P/F APlease consider the environment before printing. Brown, Leilani From: Brandt, Kim Sent: Tuesday, February 28, 2012 5:05 PM To: Brown, Leilani Cc: Nueno, Fern; 'Shawna Schaffner` Dan Miller Subject: FW: 24 Hour Fitness #175, Newport Beach Leilani, Another comment letter for tonight's meeting. Kim - - - -- Original Message--- - From: Mike Leonard fmailto :mleonard(o_)24hourft.coml Sent: Tuesday, February 28, 2012 4:26 PM To: Brandt, Kim Cc: Peter Berkowitz; Dean Myatt; Tom Thoreson Subject: 24 Hour Fitness #175, Newport Beach Kim, Thank you for taking the time today to discuss the pending city council hearing tonight addressing the possible impact on our club operations under the Irvine Company development agreement with the city. Please allow this letter to serve as a concern on behalf of the Company of any decisions made this evening in regard to a potential material negative impact on our facility serving the community and its members for the past 20 years. Both the city of Newport Beach and Irvine Company as landlord have been great and supportive partners over the years and we greatly value our business relationship. We look forward to being part of the community and Fashion Island in particular for many years to come. Again, many thanks for your time today and would appreciate the opportunity of being involved and provide input in any development plans for the club. Sincerely, Mike Leonard Director of Real Estate 24 Hour Fitness 27921 La Paz Road, Suite B Laguna Niguel, CA 92677 (T) 949.851.0024 xt. 5267 (M) 949.726.2146 Mleonarda.24houfit.com March 1, 2012 The City of Newport Beqch 3300 Newport Blvd. Newport Beach, CA 92660 Attn: Nancy Gardner RE: 24 Hour Fitness, Newport Center Dear Ms. Gardner, RECEIVED iuU MAR -5 AM 10; 2/ OFFICE OF THE CITY CLERK CITY OF P ?,`,''-OAT BEACH I recently heard the City Counsel approved the closure of the 24 Hour Fitness Newport Center. As a local resident, I have been going to this gym since it opened. I am asking you in exert any influence you can toward The Irvine Company to try and keep this gym ongoing. The gym is instrumental in maintaining and improving the health of hundreds of Corona del Mar and Newport Beach residents each day. In addition, it brings incremental revenue to the shops and restaurants in Fashion Island, as many members frequent these shops before and after working out. I know it's all about money, and I assume PIMCO is one of The Irvine Company's major tenants, but please consider the benefits that the fitness center brings to the community. I realize that the gyms in Costa Mesa are not that far away, but quite frankly the one on 19'h Street still could use some upgrades, and the new one at Triangle Square is a "Super Sport" requiring many of us to upgrade our memberships at additional cost. Please direLletteT hose t hat are making this decision. Thank you. Michael Harano 1318 Sandcastle Drive Corona del Mar, CA 92625 NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that on Tuesday, February 28, 2012, at 7:00 p.m., a public hearing will be conducted in the City Council Chambers (Building A) at 3300 Newport Boulevard, Newport Beach. The City Council of the City of Newport Beach will consider the following application: Annual Review of Development Agreement for North Newport Center (PA2009 -023) - An annual review of Development Agreement No. DA2007 -002 for North Newport Center, pursuant to Section 15.45.080 of the Municipal Code and Section 65865.1 of the California Government Code. The Development Agreement, executed in 2008, vested development rights for mixed use and residential uses in North Newport Center with public benefit contributions to the City. The City Council will review Irvine Company's good faith compliance with the provisions of the Development Agreement. North Newport Center is located in Newport Center and the areas subject to the Development Agreement include Fashion Island, Block 600, and portions of San Joaquin Plaza and Block 500. The project is exempt from the California Environmental Quality Act ( "CEQA ") pursuant to Section 15321 (Enforcement Actions by Regulatory Agencies) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on the environment. All interested parties may appear and present testimony in regard to this application. If you challenge this project in court, you may be limited to raising only those issues you or someone else raised at the public hearing (described in this notice) or in written correspondence delivered to the City, at, or prior to, the public hearing. The agenda, staff report, and documents may be reviewed at the City Clerk's Office (Building B), 3300 Newport Boulevard, Newport Beach, California, 92663 or at the City of Newport Beach website at www.newportbeachca.gov on the Friday prior to the hearing. For questions regarding details of the project please contact Fern Nueno, Assistant Planner, at 949 - 644 -3227 or fnueno @newportbeachca.gov. FOP��' U ' ? c+. c�4 Leilani Brown, City Clerk City of Newport Beach NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that on Tuesday, February 28, 2012, at 7:00 p.m., a public hearing will be conducted in the City Council Chambers (Building A) at 3300 Newport Boulevard, Newport Beach. The City Council of the City of Newport Beach will consider the following application: Annual Review of Development Agreement for North Newport Center (PA2009 -023) - An annual review of Development Agreement No. DA2007 -002 for North Newport Center, pursuant to Section 15.45.080 of the Municipal Code and Section 65865.1 of the California Government Code. The Development Agreement, executed in 2008, vested development rights for mixed use and residential uses in North Newport Center with public benefit contributions to the City. The City Council will review Irvine Company's good faith compliance with the provisions of the Development Agreement. North Newport Center is located in Newport Center and the areas subject to the Development Agreement include Fashion Island, Block 600, and portions of San Joaquin Plaza and Block 500. The project is exempt from the California Environmental Quality Act ( "CEQA ") pursuant to Section 15321 (Enforcement Actions by Regulatory Agencies) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on the environment. All interested parties may appear and present testimony in regard to this application. If you challenge this project in court, you may be limited to raising only those issues you or someone else raised at the public hearing (described in this notice) or in written correspondence delivered to the City, at, or prior to, the public hearing. The agenda, staff report, and documents may be reviewed at the City Clerk's Office (Building B), 3300 Newport Boulevard, Newport Beach, California, 92663 or at the City of Newport Beach website at www.newportbeachca.gov on the Friday prior to the hearing. For questions regarding details of the project please contact Fern Nueno, Assistant Planner, at 949 - 644 -3227 or fnueno @newportbeachca.gov. oar °e ar . g r Leilani Brown, City Clerk �c. cQ�H City of Newport Beach NOTICE OF PUBLIC HEARING NOTICE IS HEREBY GIVEN that on Tuesday, February 28, 2012, at 7:00 p.m., a public hearing will be conducted in the City Council Chambers (Building A) at 3300 Newport Boulevard, Newport Beach. The City Council of the City of Newport Beach will consider the following application: Annual Review of Development Agreement for North Newport Center (PA2009 -023) - An annual review of Development Agreement No. DA2007 -002 for North Newport Center, pursuant to Section 15.45.080 of the Municipal Code and Section 65865.1 of the California Government Code. The Development Agreement, executed in 2008, vested development rights for mixed use and residential uses in North Newport Center with public benefit contributions to the City. The City Council will review Irvine Company's good faith compliance with the provisions of the Development Agreement. North Newport Center is located in Newport Center and the areas subject to the Development Agreement include Fashion Island, Block 600, and portions of San Joaquin Plaza and Block 500. The project is exempt from the California Environmental Quality Act ( "CEQA ") pursuant to Section .15321 (Enforcement Actions by Regulatory Agencies) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on the environment. All interested parties may appear and present testimony in regard to this application. If you challenge this project in court, you may be limited to raising only those issues you or someone else raised at the public hearing (described in this notice) or in written correspondence delivered to the City, at, or prior to, the public hearing. The agenda, staff report, and documents may be reviewed at the City Clerk's Office (Building B), 3300 Newport Boulevard, Newport Beach, California, 92663 or at the City of Newport Beach website at www.newportbeachca.gov on the Friday prior to the hearing. For questions regarding details of the project please contact Fern Nueno, Assistant Planner, at 949 - 644 -3227 or fnueno @newportbeachca.gov. - , kww-- Leilani Brown, City C erk City of Newport Beach va v Tmplt: 02/09/11 Easy Peel® Labels i A ® Bend along line to i �/�� A 1Q/ERY@ 5960*m i Use Avery@ Template 51600 Feed Paper expose Pop -Up EdgeTM 6 LJ d Latham & Watkins LLP Attn: Christopher W. Garrett 600 West Broadway, Suite 1800 San Diego, CA 92101 -3375 NEWPO CENTER ASSOCIATION NO NTACT INFORMATION CANYON VIEW COMMUNITY ASSOC. MEDICAL PLAZA ASSOC AT TOTAL PROPERTY MGMT INC NEWPORT CENTER Attn: MICHELLE BENSON ATTN: LILLANE COKER 2 CORPORATE PARK 200 P. O. BOX 15905 IRVINE, CA 92602 NEWPORT BEACH, CA 92659 CANYON FAIRWAY COMMUNITY ASSOC. VILLAGEWAY MANAGEMENT CO 2 VENTURE 500 IRVINE, CA 92618 GRANVILLE COMMUNITY ASSOCIATION KEYSTONE PACIFIC PROP MGT 16845 VON KARMAN 200 IRVINE, CA 92606 CANYON FAIRWAY COMMUNITY ASSOC. 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EDDY SCHIELEIN LLC 1053 GRANVILLE DR 1055 GRANVILLE DR 1221 W COAST HWY 9314 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92663 939 637 57 939 637 58 939 637 59 ANNE M DIORIO JACK S LEIDER STEVEN N NELSON 1059 GRANVILLE DR 1061 GRANVILLE DR NELSON NANCY POPE NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 1063 GRANVILLE DR NEWPORT BEACH, CA 92660 939 637 60 939 637 61 939 637 63 RALPH L OZORKIEWICZ OLIVIA RUTH CHAMI KATHLEEN CHAPMAN 1065 GRANVILLE DR 5 RUE FONTAINE 1071 GRANVILLE DR NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 939 637 64 939 637 65 939 637 66 DAVID W CROSS GORDON MEYER THOMAS J MILANO CROSS MAUREEN GRAHAM MEYER MARJORIE M TRU 3 WATSON 1073 GRANVILLE DR 49511 CANYON VIEW DR IRVINE, CA 92618 NEWPORT BEACH, CA 92660 PALM DESERT, CA 92260 Etiquettes faciles a peter A Repliez 5 la hachure afin de Sens de www.averycom ; Utilisez le gabarit AVERYO 51600 L chargement reveler le rebord Pop -UpT"^ 1- 800 -GO -AVERY Easy Peel' Labels i D ® Bend along line to i r/�1 (j /RV® 5960T"r Use Avery® Template 51600 Feed Paper expose Pop -Up Edge T"' �' 939 637 67 939 637 68 939 637 69 JOHN E STONEMAN CHARLES H LOOS OLIVIA ABEL 1103 GRANVILLE DR A 1107 GRANVILLE DR NEWPORT BEACH, CA 92660 1105 GRANVILLE DR NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 939 637 70 939 637 71 939 637 72 KATHLEEN HANSEN MARION C BUIE 1113 GRANVILLE DRIVE 1109 GRANVILLE DR 1111 GRANVILLE DR NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 939 637 73 939 637 74 939 637 75 PAUL G MACMILLIN MARCEL BLATTER BARBARA K CARR MAC MILLIN SUZANNE R 1117 GRANVILLE DR 100 NEWPORT CENTER DR # 140 1115 GRANVILLE DR NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 939 637 76 939 63777 939 637 78 CATALYST PROPERTIES LLC RICHARD S LERNER BARBARA J GRANT 14800 ASHWORTH AVE N 1123 GRANVILLE DR 1125 GRANVILLE DR #50 SHORELINE, WA 98133 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 939 637 79 939 637 80 939 637 81 WILLIAM P FICKER ARTHUR SHAPIRO FARALLON ASSETS LLC 1127 GRANVILLE DR 1129 GRANVILLE DR 1024 BAYSIDE DR #395 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 939 637 82 939 637 83 939 637 84 DAVID BALL JAMES MYERSON LINDA G KROLOP 1133 GRANVILLE DR 47111 VINTAGE DR #104 1137 GRANVILLE DR NEWPORT BEACH, CA 92660 INDIAN WELLS, CA 92210 NEWPORT BEACH, CA 92660 939 637 85 939 637 86 939 637 87 SHAMIR SHETH WILLIAM E KEENAN PAUL D CHRIST 1139 GRANVILLE DR 1141 GRANVILLE DR PO BOX 9757 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92658 939 637 88 939 637 89 939 637 90 ILEANE DOOLIN ALEEN JAMES J J BIRMINGHAM 1145 GRANVILLE DR 1147 GRANVILLE DR & H BIRMINGHAM 1989 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 1801 PARK COURT PL 91 SANTA ANA, CA 92701 939 637 91 939 637 92 939 637 93 CRAIG DAVENPORT MICHAEL R A WADE DANIEL D DARROW 1120 GRANVILLE DR WADE CAROLE 1100 GRANVILLE DR NEWPORT BEACH, CA 92660 1110 GRANVILLE DR NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 939 637 94 939 637 95 939 637 96 MICHAEL H & N A FUSCO ALMA CHERIAN KLINGAMAN 2 RUE CANNES 1070 GRANVILLE DR 1060 GRANVILLE DR NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660 ttiquettes faciles a peler A Repliez a la hachureafin de www.averycom Sens de Utilisez le gabarit AVERY ®5760 b chargement reveler le rebord Pap -UpTM �' 1- 800 -GO -AVERY CITY CLERK'S OFFICE AFFIDAVIT OF POSTING On MoyK, , 2012, 1 posted the Notice of Public Hearing regarding: Annual Review of Development Agreement for North Newport Center(g1 PA2009 -023 Date of City Council Public Hearing: February 28, 2012 aq�4" "/, Annual Review of Development Agreement No. DA2007 -002 North Newport Center PA20O9 -023 City Council Public Hearing February 28, 2012 /04 F v ;i �LIFOR ,tA�1 lop North Newport Center 0 San Joaquin °— Plaza � s «E MEN QBlock 800 Block ry f ° z 600 r Fashion Island Block Regional Center Soo 01�ego o Op i R Q ~¢ O� s J OP � N�Q F � Block 100 i A w Cp JQ Syr � Z '$jCy� Pte. 4P 9� oo FP P P ESub Areas under Zoning Implementation and Public Benefit Agreement PROOF OF PUBLICATION STATE OF CALIFORNIA) ) SS. COUNTY OF ORANGE ) I am a citizen of the United States and a resident of the County of Los Angeles; I am over the age of eighteen years, and not a party to or interested in the notice published. I am a principal clerk of the NEWPORT BEACH /COSTA MESA DAILY PILOT, which was adjudged a newspaper of general circulation on September 29, 1961, case A6214, and June 11, 1963, case A24831, for the City of Costa Mesa, County of Orange, and the State of California. Attached to this Affidavit is a true and complete copy as was printed and published on the following date(s): Saturday, February 18, 2012 I certify (or declare) under penalty of perjury that the foregoing is true and correct. Executed on February 22, 2012 at Los Angeles, California Signature RECEI 4UiZ FEB 24 0 -;,EC THE „CI CITY C" HOMO PUBMHEAPING NOTICE IS HEREBY GIVEN that on Tues- d ruary 18, t .00 p.m., a mg will be conducted in the City Council Chambers ilQjng�A1 at 3300 u w 4rt Boulevard, of North Newport Centel pursuant to Sectio 15,45.080 of the Munici pal Code and Sectio 65865.1 of the Califor Pie Government Cade The Developmen Agreement, executed ii 2008, vested develop ment rights for mixes use and residential use in North Newport Can ter with public benefi contributions to thi City. The City Counci will review Irvine Cam pany's good faith cam pliance with the provi s i a n of tIt t D e v e 1 0 p in e n l Agreement. North New- port Center is located it Newport Center and the areas subject to the and the (En- by 0 of ulations, Title 14, Chap- s ter 3, because it has no Potential to have a sig- nificant effect on the environment. All interested parties may appear and present testimony in regard [o, this application. If you challenge this project in Court, you may be limited to raising only Chase issues you or someone else raised at the public hearing (de- scribed in this notice), or in written corre� spondence delivered to the City, at, or prior to, the public hearing. The agenda, staff report, and documents may be reviewed at the City Clerk's Office (Building -B), 3300 Newport Bow levard, Newport Beach, California, 92663 or at the City of Newport Beach website at www. newporibeachca,gov on the Friday prior t0 the hearing. For questions regarding details of the project please- contact Fern Nueno, Assistant Plan- ner, at 949 - 644 -3227 or In u en a'Q newport- head co.Bay. Ledam Brawn, City Clerk City of Newport Beach Published Newport Beach /Costa Mesa Daily Pilot February 18, 2012