HomeMy WebLinkAboutC-5783 - Covenant Rendering Square Footage Non-Habitable in Block 100, Block 600 and San Joaquin PlazaNORTH NEWPORT CENTER PLANNED COMMUNITY
COVENANT RENDERING SQUARE FOOTAGE NON -HABITABLE
IN BLOCK 100, BLOCK 600 AND SAN JOAQUIN PLAZA
This Covenant Rendering Square Footage Non -Habitable in Block 100, Block 600 and
San Joaquin Plaza ("Covenant") is entered into on the 11 day of Mt\RCN , 2014, by and
between the City of Newport Beach, a California municipal corporation and charter city ("City")
and The Irvine Company LLC, a California limited liability company ("Irvine Company") and is
made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of the
State of California with the power to carry on its business as it is now being conducted
under the statutes of the State of California and the Charter of City.
B. Irvine Company is the owner of the parcels of real property collectively known as the
North Newport Center Planned Community ("NNCPC"). The property consists of
Fashion Island, Block 600, Block 800 and portions of Block 100, Block 400, Block 500
and San Joaquin Plaza.
C. On December 18, 2007, the City of Newport Beach City Council ("City Council")
adopted the North Newport Center Planned Community Development Plan ("PC Text")
(Ordinance No. 2007-20) and amended it on November 24, 2009 (Ordinance No. 2009-
28), on May 24, 2011 (Ordinance No. 2011-16) and on August 14, 2012 (Ordinance No.
2012-19).
D. Section W.0 of the PC Text allows for transfers of development rights among NNCPC
sub -areas consistent with Policy LU 6.14.3 in the City's General Plan.
E. On December 18, 2007, the City Council adopted the Zoning Implementation and Public
Benefit Agreement between the City and Irvine Company conceming properties located
in the NNCPC ("Zoning Agreement") (Ordinance No. 2007-21) and on August 14, 2012,
the City Council amended the Zoning Agreement to include all properties located in the
NNCPC (Ordinance No. 2012-20). Under Section 6.1 of the amended Zoning Agreement,
Irvine Company must demolish or render non -habitable any existing square footage that
is transferred to a new use before it can obtain final building approval or a certificate of
occupancy for the square footage transferred to that new use. The amended Zoning
Agreement does not specify a method or standard for rendering square footage non -
habitable.
F. Pursuant to the North Newport Center Planned Community Covenant Rendering Square
Footage Non -Habitable in Block 100 and Block 600, dated March 21, 2012 (the "March
2012 Covenant"), Irvine Company agreed that 91,150 square feet of commercial office
space (i.e., 73,850 square feet in Block 100 and 17,300 square feet from the 24 Hour
Fitness in Block 600) associated with the construction of 650 Newport Center Drive
("650 Building") would be rendered non -habitable upon receipt of a certificate of
occupancy for the 650 Building.
G. Pursuant to the North Newport Center Planned Community Covenant Rendering Square
Footage Non -Habitable in Block 100 and San Joaquin Plaza, dated November 27, 2012
(the "November 2012 Covenant'), Irvine Company agreed that 288,975 square feet of
commercial office space (i.e., 241,711 square feet in San Joaquin Plaza and 47,264
square feet in Block 100) associated with the construction of 520 Newport Center Drive
("520 Building") would be rendered non -habitable upon receipt of a certificate of
occupancy for the 520 Building.
H. On July 24, 2012, the NNCPC was amended to increase the number of dwelling units in
San Joaquin Plaza by 94, bringing the total to 524 dwelling units. The redevelopment
plan for San Joaquin Plaza will result in the demolition of 241,711 square feet of existing
commercial office space to allow the construction of the dwelling units.
I. Because Irvine Company is preparing a redevelopment plan for San Joaquin Plaza and
such a plan has not been prepared for Block 100 or the 24-Hour Fitness space in Block
600, the timing of the closure of square footage in San Joaquin Plaza will be accelerated
to reflect the anticipated demolition of office space in San Joaquin Plaza. As a result of
such acceleration, the demolition or rendering non -habitable of square footage in San
Joaquin Plaza will allow for a change in the sequencing in the closure of the 121,114
square feet in Block 100 and the 17,300 square feet in the 24-Hour Fitness space in Block
600.
J. While the March 2012 Covenant identified 91,150 total square feet that would need to be
demolished or rendered non -habitable to allow for the opening of 650 Newport Center
Drive based on 73,850 square feet from Block 100 and 17,300 square feet from the 24-
Hour Fitness space in Block 600, the 91,150 square feet will instead be based on 91,150
square feet from San Joaquin Plaza.
K. While the November 2012 Covenant identified 288,975 total square feet would need to
be demolished or rendered non -habitable to allow for the opening of 520 Newport Center
Drive based on 241,711 square feet from San Joaquin Plaza and 47,264 square feet from
Block 100, the 288,975 square feet will instead be based on 150,561 square feet from San
Joaquin Plaza, 121,114 square feet from Block 100 and 17,300 square feet from the 24-
Hour Fitness space in Block 600.
NOW, THEREFORE, it is mutually agreed by and between the City and Irvine
Company as follows:
1. Recitals. The City and Irvine Company acknowledge that the Recitals set forth
above are true and correct and are hereby incorporated by reference in this Covenant.
2. Replacement of Commercial Office Space.
a. Replacement Space for 650 Building. Instead of rendering non -habitable 73,850
square feet of commercial office space from Block 100 and 17,300 square feet of
commercial office space from the 24-Hour Fitness space in Block 600 as
contemplated by the March 2012 Covenant, Irvine Company shall demolish or render
non -habitable 91,150 square feet of commercial office space in San Joaquin Plaza no
later than the date a certificate of occupancy is issued for 650 Newport Center Drive.
b. Replacement Space for 520 Building. Instead of rendering non -habitable 241,711
square feet of commercial office space from San Joaquin Plaza and 47,264 square feet
of commercial office space from Block 100 as contemplated by the November 2012
Covenant, Irvine Company shall demolish or render non -habitable 150,561 square
feet of commercial office space in San Joaquin Plaza, .121,114 square feet of
commercial office space in Block 100 and 17,300 square feet of commercial office
space from the 24-Hour Fitness space in Block 600 no later than the date a certificate
of occupancy is issued for 520 Newport Center Drive,
3. Maintenance of Buildings.
For any habitable space that Irvine Company intends to render non -habitable without
demolishing such space, and during such period of non -habitability until commencement
of demolition, Irvine Company will maintain such space as follows:
a. Neither Irvine Company, any tenants, nor any other third parties will occupy such
space.
b. Irvine Company will provide access to such space only for the purpose of
maintenance or security.
c. 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;
d. Water service will continue to preserve the existing landscaping;
e. Building exteriors, landscaping and irrigation systems and parking lots will be
maintained to ensure continued aesthetic compatibility with surrounding properties;
and
f. Security personnel will continue to patrol building grounds.
g.
Where any portion of a specific building is to be rendered non -habitable, the entire
building shall be rendered non -habitable. No portions of buildings shall be allowed to
remain habitable.
4. Reoccupation of Square Footage.
The square footage rendered non -habitable may be reoccupied by Irvine Company upon
the approval of a transfer of development rights consistent with Section IV.0 of the PC
Text and Policy LU 6.14.3 of the City's General Plan or by demolishing or rendering
non -habitable a commensurate amount of other existing square footage within the
NNCPC. This Covenant shall be modified or terminated upon the approval of such a
transfer and/or demolishing or rendering non -habitable of other square footage.
4. Tracking of Square Footage.
The City shall determine the best method of tracking square footage within the NNCPC
that has been rendered non -habitable, as well as reoccupation of such square footage, in
the City's building permit database. The City and Irvine Company agree to track each
occurrence related to square footage rendered non -habitable or reoccupation of such
square footage within the NNCPC.
5. Future Transactions.
Any future transfer of development rights authorized by the City pursuant to Section
IV.0 of the PC Text and Policy LU 6.14.3 of the City's General Plan within NNCPC that
requires rendering square footage non -habitable shall conform to Section 2, Section 3 and
Section 4 of this Covenant.
7. Termination of Prior Covenants
The City and Irvine Company agree that the March 2012 Covenant and the November
2012 Covenant shall be terminated, and replaced in their entirety with this Covenant.
[SIGNATURES ON NEXT PAGE]
AGREED TO AND ACCEPTED:
TH rLVINE COMPANY LL
By yUvY y
Name 22rT/E2. J Ol/L/LCK
Title S®u V . P.
By
Name -/»alteR *i4`
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Title LC( f7 e :(LL t
CITY OF NEWPORT BEACH
By
ATTEST:
sk»vn
City Clerk Date
APPROVED AS TO FORM:
City Attorney
Kimberly Brandt, P
Community Devel ment Director
i.l) NORTH NEWPORT CENTER PLANNED COMMUNITY
COVENANT RENDERING SQUARE FOOTAGE NON -HABITABLE
IN BLOCK 100 AND BLOCK 600
This Covenant Rendering Square Footage Non -Habitable in Block 100 and Block 600
(Covenant) is entered into on WICk V1 , 2012, by and between the City of Newport Beach (City)
and The Irvine Company LLC (Irvine Company).
RECITALS
A. Irvine Company is the owner of the parcels of real property collectively known as,
the North Newport Center Planned Community (NNCPC). The property consists of Fashion
Island; Block 600; Block 800; and portions of Block 100, Block 400, Block 500, and San
Joaquin Plaza.
B. The City of Newport Beach City Council (City Council) adopted the North
Newport Center Planned Community Development Plan (PC Text) on December 18, 2007
(Ordinance No. 2007-20) and amended it on November 24, 2009 (Ordinance No. 2009-28) and
on May 24, 2011 (Ordinance No. 2011-16). Section VI.0 of the PC Text allows for transfers of
development rights among NNCPC sub -areas consistent with Policy LU 6.14.2 in the City's
General Plan.
C. The City Council adopted the Zoning Implementation and Public Benefit
Agreement between the City and Irvine Company concerning properties located in the NNCPC
(Zoning Agreement) on December 18, 2007 (Ordinance No. 2007-21). Under Section 6.1 of the
Zoning Agreement, Irvine Company must demolish or render non -habitable any square footage
that was transferred to a new use before Irvine Company can obtain final building approval or a
certificate of occupancy for the square footage transferred to that new use. The Zoning
Agreement included Fashion Island, Block 500, Block 600 and San Joaquin Plaza. Although
Block 100 was not included in the Zoning Agreement, subsequent transfers of development
rights approved by the City Council require development in Block 100 to be considered non -
habitable.
D. On December 11, 2007, the City Council approved the transfer of 17,300 square
feet (sq. ft.) from the 24 Hour Fitness in Block 600 to Block 500 (Resolution No. 2007-82). In
the same action, the City Council approved transfer of 8,289 sq. ft. of miscellaneous office space
in Block 600 to Block 500 and 16,447 sq. ft. from Palm Garden in Block 600 to Block 500. On
January 26, 2010, the City Council approved the transfer of the 16,447 sq. ft. originating in Palm
Garden from Block 500 back to Block 600 (Resolution No. 2010-15).
E. On October 26, 2010, the City Council approved the transfer of 121,114 sq. ft. of
commercial office space from Block 100 to Block 600 and to San Joaquin Plaza (Resolution
No. 2010-124).
Page 1 of 4
F. Following Transfer 2010-1 (Resolution No. 2010-124), the remaining intensity in
Block 600 was 434,736 sq. ft.
G. 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).
H. Following construction of the 650 Building, 47,264 un-built 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.).
I. On November 8, 2011, the City Council approved the transfer of 47,264 sq. ft.
from Block 600 to Block 500.
J. 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.
K. 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 square footage non -habitable.
NOW, THEREFORE, it is mutually agreed by and between the City and Irvine Company
as follows:
1. Maintenance of Buildings. Irvine Company does not intend to demolish the
24 Hour Fitness in Block 600 or the existing commercial office space in Block 100. Rather,
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:
a. Neither Irvine Company, any tenants, nor any other third parties will
occupy the office buildings.
b. Irvine Company will provide access to the buildings only for the purpose
of maintenance or security.
c. 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;
d. Water service will continue to preserve the existing landscaping;
e. Building exteriors, landscaping and irrigation systems and parking lots
will be maintained to ensure continued aesthetic compatibility with surrounding properties; and
Page 2 of 4
f. Security personnel will continue to patrol building grounds.
2. Reoccupation of Square Footage. 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. This covenant will be modified or
terminated upon the approval of such a transfer.
3. Tracking of Square Footage. The City and Irvine Company shall determine the
best method of tracking square footage within the NNCPC rendered non -habitable and
reoccupation of such square footage in the City's building permit database. The City and Irvine
Company agree to track each occurrence related to square footage rendered non -habitable or
reoccupation of such square footage within the NNCPC.
4. Future Transactions. Any future transfer of development rights within NNCPC
that requires rendering square footage non -habitable will conform to Section 1, Section 2, and
Section 3 of this Agreement.
(Signatures on following page)
Page 3 of 4
AGREED TO AND ACCEPTED:
THE IRVINE COMPANY LLC
Name✓Qi✓��L/Ll,
Title
N
CITY OF EWPORT BEACH
By
Kimberly Brana, AICP
Community Development Director
ATTEST:
City Clerk
APPROVED AS T FORM:
�11
L ie Mulvi ill, Assistant City Attorn
Page 4 of 4