HomeMy WebLinkAbout2031 - EXTENSION OF NEWPORT COAST DEVELOPMENT AGREEMENT RESOLUTION NO. 2031
A RESOLUTION OF THE PLANNING COMMISSION OF THE
CITY OF NEWPORT BEACH, CALIFORNIA, RECOMMENDING
THE CITY COUNCIL APPROVE THE FIRST AMENDMENT TO
ANNEXATION AND DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF NEWPORT BEACH, THE IRVINE COMPANY AND
IRVINE COMMUNITY DEVELOPMENT CONCERNING THE
NEWPORT COAST AND ADJACENT PROPERTIES (PA2016-
165)
THE PLANNING COMMISSION OF THE CITY OF NEWPORT BEACH HEREBY FINDS AS
FOLLOWS:
SECTION 1. STATEMENT OF FACTS.
1. An application was filed by The Irvine Company(TIC), with respect to property commonly
referred to as Newport Coast and Newport Ridge as legally described in Exhibit"A" of the
Annexation and Development Agreement Between the City of Newport Beach and Irvine
Company and Irvine Community Development Company Concerning the Newport Coast
and Adjacent Properties (Agreement), which is incorporated by reference herein.
2. In 2001, the City, TIC, and Irvine Community Development Company entered into the
Agreement for the annexation and development of approximately 7,799 acres along
Newport Coast (Property).
3. TIC requests to extend the term of the Agreement as specified in Section 10.1 of the
Agreement from January 1, 2017 to January 1, 2032. No other substantive changes,
including changes to commercial and residential development capacity are proposed.
4. The Property includes the following General Plan Land Use Categories: Single-Unit
Residential Detached (RS-D), Multiple Residential (RM), Multiple Residential Detached
(RM-D), Neighborhood Commercial (CN), Visitor Serving Commercial (CV), Open Space
(OS), Parks and Recreation (PR), Private Institutions (PI), and Public Facilities (PF).
5. The Property is located in the Newport Coast Planned Community (PC 52) and Newport
Ridge Planned Community (PC 53) Zoning Districts.
6. The portion of the Property, located within the boundaries of the Newport Coast Local
Coastal Program (LCP) and Newport Coast Planned Community (PC 52), is located
within the coastal zone. The portion of the Property located within the boundaries of the
Newport Ridge Planned Community (PC 53) is not located within the coastal zone.
7. The Property is subject to the Cooperative Agreement between the County of Orange
(County) and the City, dated October 9, 2001 (the Cooperative Agreement). Pursuant to
the Cooperative Agreement, the County shall retain land use authority for the Property
until: (1) the development of the Property is complete; or (2) the City agrees to assume
municipal land use authority. The Cooperative Agreement between the County and the
Planning Commission Resolution No. 2031
Page 2 of 6
City remains in full force and effect until all entitlement granted by the Development
Agreement has been completed, or unless the conditions for expiration specified in
Section 51302 of the Government Code are satisfied.
8. A public hearing was held on October 6, 2016, in the Council Chambers located at 100
Civic Center Drive, Newport Beach. A notice of time, place and purpose of the public
hearing was given in accordance with the Newport Beach Municipal Code (NBMC).
Evidence, both written and oral, was presented to, and considered by, the Planning
Commission at this public hearing.
SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT DETERMINATION.
1. All significant environmental concerns for the proposed project have been addressed
in the previously prepared environmental documents certified by the County and
described in Exhibit C of the Agreement, which is incorporated by reference herein,
and the City intends to use said documents for the Amendment, and further that there
are no additional reasonable alternative or mitigation measures that should be
considered in conjunction with said project. Copies of the previously prepared
environmental document are available for public review and inspection at the City's
Planning Division.
2. The Planning Commission finds that judicial challenges to the City's CEQA
determinations and approvals of land use projects are costly and time consuming. In
addition, project opponents often seek an award of attorneys' fees in such challenges.
As project applicants are the primary beneficiaries of such approvals, it is appropriate
that such applicants should bear the expense of defending against any such judicial
challenge, and bear the responsibility for any costs, attorneys' fees, and damages
which may be awarded to a successful challenger.
SECTION 3. REQUIRED FINDING
1. Unless otherwise provided by the development agreement, the ordinances, rules,
plans and policies of the City which govern permitted uses of land, the density of
development, and the design, improvement and construction standards and
specifications, applicable to development of the Property, shall be those ordinance
rules, plans and policies in force at the time of execution of the Agreement. The
Agreement shall not prevent the City of Newport Beach in subsequent actions
applicable to the Property, from applying new rules, regulations, and policies which do
not conflict with those rules, regulations, and policies applicable to the Property as set
forth in the Agreement, nor shall the Agreement prevent the City of Newport Beach
from denying or conditionally approving any subsequent development project
application on the basis of such existing or new rules, regulations and policies.
2. The Amendment will continue to allow the development of a residential community,
containing a mix of housing types, supporting retail and active parklands, consistent
with the land uses, densities and intensities of the Newport Coast Planned Community
Planning Commission Resolution No. 2031
Page 3 of 6
(PC 52) and Newport Ridge Planned Community (PC 53) Zoning Districts, Newport
Coast LCP and City's General Plan.
3. This amendment does not add any lots, units, building sites or structures to the
Property and does not change the approved design or uses allowed by Newport Coast
Planned Community (PC 52) and Newport Ridge Planned Community (PC 53) Zoning
Districts, Newport Coast LCP and the General Plan.
4. The portion of the Property located within the coastal zone is governed by the
previously certified and currently effective Newport Coast segment of the Orange
County LCP Second Amendment. Because the Property is governed by the certified
LCP, this Amendment is effective upon approval by the City Council and no further
approval need be obtained from the California Coastal Commission under California
Government Code Section 65869.
SECTION 4. DECISION.
NOW, THEREFORE, BE IT RESOLVED:
The Planning Commission of the City of Newport Beach hereby recommends City
Council approval of the proposed amendment, Development Agreement No. DA2016-
002, as set forth in Exhibit "A," which is attached hereto and incorporated herein by
reference, with the added provision that the length of the extension be commensurate
with the public benefit provided to the City by TIC.
PASSED, APPROVED, AND ADOPTED THIS 6T" DAY OF OCTOBER, 2016.
AYES: Dunlap, Hillgren, Kramer, Koetting, Zak, and Weigand
NOES: None
ABSTAIN: None
ABSENT: Lawler
BY:
—
K a e Chairman
BY:
Peter Zak, e etary
Planning Commission Resolution No. 2031
Page 4 of 6
Exhibit A: Amendment to Agreement (Draft)
Exhibit B: Existing Agreement(Including Exhibits)
Planning Commission Resolution No. 2031
Page 5 of 6
Exhibit "A"
Amendment to Agreement (Draft)
RECORDING REQUESTED AND Recorded in Official Records, County of Orange
WHEN RECORDED RETURN TO: Gary Granville, clerk-Recorder
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIINO FEE
City Attorney's Office 20010800494 01:02PM 11108/01
City of Newport Beach 115 15 Al2 N07 47
3300 Newport Boulevard 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Newport Beach, CA, 9265$
Space above this line for Recorder's use only.
EXEMPT RECORDING REQUM PER
GOVERNMENT CODE 6103
ANNEXATION AND DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH
AND
THE: IRVINE COMPANY
AND
IRVINE COMMUNITY DEVELOPMENT COMPANY
CONCERNING THE NEWPORT COAST
AND ADJACENT PROPERTIES
i
Page 1 of 23 i
6
ANNEXATION AND DEVELOPMENT AGREEMENT
This Annexation and Development Agreement (hereinafter"Agreement") is
entered into effective as of August 23, 2001, (hereinafter the "Effective Date") by
and among the CITY OF NEWPORT BEACH (hereinafter"CITY"), and THE
IRVINE COMPANY and IRVINE COMMUNITY DEVELOPMENT COMPANY
(hereinafter collectively "OWNER").
RECITALS
A. OWNER collectively owns a substantial portion of the real property
("Property") described on Exhibit "A" and depicted on Exhibit"B," consisting of
approximately 7799 acres.
B. The Property is currently in the unincorporated area of the County of
Orange ("County"). OWNER has obtained development approvals from the
County and the California Coastal Commission for the majority of the Property
from the County and has commenced subdivision and development of the
Property under the jurisdiction of the County.
i
C. The development approvals for the Property have been granted after
a lengthy planning process that involved the careful review of numerous
environmental documents (Planning and Environmental
{ g History is attached as
Exhibit C). The development approvals include:
1. The County of Orange Newport Coast Local Coastal Program
and Master Coastal Development Permit for that portion of the
Property in the Coastal Zone.
2. A Development Agreement with the County (County
Agreement).
3. The Newport Ridge Planned Community Plan.
4. Subdivision Maps.
D. The Property is also part of the Natural Communities Conservation
Plan (NCCP)—a complex agreement that requires OWNER to dedicate portions
of the Property upon completion of certain phases of development. OWNER is
also required to dedicate large portions of the Property pursuant to the
development approvals.
Page 2 of 23
E. OWNER was required, by the development approvals, to make
costly Infrastructure improvements far in excess of those necessary to mitigate the
impacts, or serve the needs, of the development. OWNER was required to make,
and has made, these extraordinary improvements prior to development of the
Property.
F. OWNER has acquired a fully vested right to develop the Property in
accordance with the development approvals because of the extraordinary
expenditures for public and private improvements made in reliance on the
development approvals, the dedications made in reliance on the development
approvals and the County Development Agreement.
G. CITY and OWNER intend for this Agreement to fully conform to the
development approvals and to fully facilitate full implementation of the Project, as
conditioned by the County and Coastal Commission. To the maximum extent
permitted by law, this Agreement is intended to be the functional equivalent of, or
a supplement to, the County Development Agreement in light of the CITY's
intention to allow County to retain all municipal land use authority over the
Property until such time as the discrete portions of the Project are complete.
H. City is desirous of annexing the Property but recognizes that the
development approvals for the Property involve complex and interrelated planning
documents. CITY does not have sufficient staff to timely process the permits .
required for implementation of the Project in compliance with all the development
approvals. Moreover, the development approvals and land use plan involve the
dedication of valuable habitat and open space within and outside of the
boundaries of the Property and City does not have the personnel and expertise to
ensure that dedications occur as planned.
1. CITY and OWNER have discussed the process and terms and
conditions of annexing the Property to CITY, and each has determined that it is in
their respective best interests to pursue that annexation pursuant to the terms of
this Agreement and the development approvals. In particular CITY desires
assurances that OWNER will support eventual annexation of all of the Property to
CITY, in order to:
(a) Facilitate the timely and orderly integration of the Property into
the CITY consistent with the CITY's sphere of influence;
(b) Facilitate planning and provision of municipal services to the
Property without any adverse fiscal impact on the CITY or the
ultimate owners of the property; and
(c) Ensure consistency with and implement the CITY's General Plan.
At the same time, OWNER desires to obtain assurances from CITY that,
Page 3 of 23
I 1
0
subsequent to annexation:
(a) OWNER will be able to develop the Property to the full extent
permitted by the development approvals granted by the County and
the Coastal Commission subject to conditions of approval imposed
by the Coastal Commission and the County as well as consistency
with the City's General Plan;
(b) Development will be processed by the County in accordance with
a uniform set of land use and building rules, regulations and
requirements, as established by the development approvals given by
the County for the Property prior to its annexation; and
(c) Development of the Property will be subject only to costs, fees,
processing requirements, conditions or exactions that would have
been imposed had the Property not been annexed to CITY.
J. In addition to the authority at common law for annexation
agreements, Government Code Sections 65864 at seq. ("Development
Agreement Law"), and Chapter 15.45 of the Newport Beach Municipal Code
authorize CITY to enter into binding development agreements with persons having
a legal or equitable interest in real property. This Agreement is consistent with the
public policy that supports development agreements in that it strengthens the
public planning process, facilitates implementation of comprehensive planning,
provides significant public benefits, and reduces the economic costs of
development.
K. The City Council has found that this Agreement is in the best public
interests of the CITY and its residents, that adopting this Agreement constitutes a
present exercise of its police power, and that this Agreement is consistent with the
City's General Plan and the Newport Beach Municipal Code and Charter.
L. This Agreement is not intended to, and shall not be construed, to
impair the rights and obligations of OWNER, or other involved parties under and
pursuant to the Newport Coast Local Coastal Program, Second Amendment, and
the Litigation Settlement Agreement entered into June 27, 1997, by and among
OWNER, the Friends of the Irvine Coast, Laguna Greenbelt, Inc., and Stop
Polluting Our Newport.
Page 4 of 23
COVENANTS
NOW, THEREFORE, the Parties agree as follows:
1. DEFINITIONS AND EXHIBITS.
1.1 Definitions. This Agreement uses a number of terms having
specific meanings, as defined below. These specially defined terms are
distinguished by having the initial letter capitalized, or all letters capitalized, when
used in the Agreement. The defined terms include the following:
1.1.1 "Agreement" means this Annexation and Development Agreement.
1.1.2 "Coastal Zone Area" means that portion of the Property that is
subject to the provisions of the California Coastal Act, Public Resources
Code section 30000 et seq.
1.1.3 "C1TY" means the City of Newport Beach, a California charter city.
1.1.4 "County' means the County of Orange, a political subdivision of the
State of California.
1.1.5 "Development' whether or not capitalized means the improvement of
the Property for the purposes of completing the structures, improvements
and facilities comprising the Project including, but not limited to: grading;
the construction of infrastructure and public facilities related to the Project
whether located within or outside the Property; the construction of buildings
and structures; and the installation of landscaping and park facilities and
improvements. For purposes of this Agreement, however, "Development"
does not include any remodeling, reconstruction, or other building or
grading activity by any person subsequent to the termination of this
Agreement as provided in and pursuant to Section 2.3.3 below.
1.1.6 "Development Approvals" means all permits, licenses, consents,
rights and privileges, and other actions subject to approval or issuance by
County or CITY in connection with Development of the Property, including
but not limited to:
(a) General plans and general plan amendments adopted by the County
or the CITY;
(b) Specific plans and specific plan amendments;
(c) Zoning and rezoning adopted by the County or the CITY;
(d) Tentative and final subdivision and parcel maps;
Page 5 of 23
�! •
(e) Variances, conditional use permits, master plans, public use permits
and plot plans; and
(t) Grading and building permits.
1.1.7 "Development Plan" means the plan for Development of the
Property, including the planning and zoning standards, regulations, and
criteria for the Development of the Property that are contained in and
consistent with the Development Approvals. The components of the
Development Plan are more fully described in Exhibit "D."
1.1.8 "Effective Date" means the date this Agreement is approved by the
CITY and effective pursuant to the CITY Charter as shown in the first
paragraph.
1.1.9 "Land Use Regulations" means all ordinances, resolutions, codes,
rules, regulations and official policies governing Development and use of
land applicable to the Property pursuant to this Agreement, including, the
permitted use of land, the density or intensity of use, subdivision
requirements, the maximum height and size of proposed buildings, the
provisions for reservation or dedication of land for public purposes, and the
design, improvement and construction standards and specifications
applicable to the Development of the Property. "Land Use Regulations"
does not include any CITY ordinance, resolution, code, rule, regulation or
official policy, governing:
(a) The conduct of businesses, professions, and occupations;
(b) Taxes and assessments except as provided in Section 4.9;
(c) The control and abatement of nuisances;
(d) The granting of encroachment permits and the conveyance of rights
and interests which provide for the use of or the entry upon public
property; and
(e) The exercise of the power of eminent domain
1.1.10 "OWNER" means individually and collectively The Irvine Company
and Irvine Community Development Company, and when appropriate in
context, their respective successors in interest to all or any part of the
Property.
1,1.11 "Mortgagee" means a mortgagee of a mortgage, a beneficiary
under a deed of trust or any other security-device, a lender and their
Page 6 of 23
r 0
successors and assigns.
1.1.12 "Project' means the Development of the Property consistent with
the Development Plan.
1.1.13 "Property' means the real property described in Exhibit "A" and
shown on Exhibit "B"to this Agreement.
1.1.14 "Subsequent Development Approvals" means all Development
Approvals subsequent to the Effective Date in connection with
Development of the Property.
1.1.15 "Subsequent Land Use Regulations" means any Land Use
Regulations adopted and effective after the Effective Date of this
Agreement, other than the Development Plan.
1.1.16 "Term"shall mean the period of time from the Effective Date until
the termination of this Agreement as provided in subsection 10.1, or earlier
termination as provided in Section 7.
1.2 Exhibits. The following documents are attached to, and by this
reference made a part of, this Agreement:
Exhibit"A" Legal Description of the Property.
Exhibit"B" Map showing Property and its
location.
Exhibit "C" Planning and Environmental History.
Exhibit"D" List of County Development Approvals.
Exhibit "E" Mitigation Measures.
Exhibit "F" Affordable Housing Implementation Plan.
2. GENERAL. PROVISIONS.
2.1 Binding Effect of Agreement. This Agreement shall be binding on
the CITY from and following the Effective Date. However, CITY shall
have no right or duty with respect to the Property until annexation of
the Property to CITY and CITY has fully complied with the conditions
to OWNER'S support for annexation. These conditions include the
execution of a cooperative agreement that allows the County to
retain all municipal land use jurisdiction and all responsibility for
Page 7 of 23
processing Development Approvals.
2.2 Assignment by OWNER.
2.2.1 Right to Assign. OWNER shall have the right to sell,
transfer or assign the Property in whole or in part (provided that no
transfer violates the Subdivision Map Act, Government Code Section
66410, et SeMc .), and in so doing to assign, at any time during the
term of this Agreement and to any person, partnership, joint venture,
firm or corporation, its rights and obligations under this Agreement
as the same may relate to the portion of the Property being
transferred.
2.2.2 Release of Transferring Owner. Upon the sale,
transfer or assignment of all or a portion of the Property, the
transferring OWNER shall be released of all obligations under this
Agreement that relate to the portion of the Property being
transferred; provided that the obligations under Sections 4 and 5 of
this Agreement that relate to the portion of the Property being
transferred are assumed by and enforceable against the transferee.
2.2.3 Termination of Agreement With Respect to Individual
Residential Lots On Sale to Public and Completion of Construction.
Notwithstanding any other provisions of this Agreement, the
obligations of OWNER pursuant to this Agreement shall terminate
with respect to any residential lot and such residential lot shall be
released and no longer be subject to this Agreement upon
satisfaction of both of the following conditions:
(a) The residential lot has.been finally subdivided and
individually (and not in "bulk") sold or leased (for a period
longer than one year) to a member of the public or other
ultimate user; and,
(b) A certificate of occupancy has been issued or a final
building inspection has been conducted and approved for the
primary dwelling unit on the residential lot,
2.2.4 Termination of Agreement With Respect to Non-
Residential Parcels. Notwithstanding any other provisions of this
Agreement, the obligations of Owner pursuant to this Agreement
shall terminate with respect to any non-residential parcel and the
non-residential parcel shall be released and no longer be subject to
this Agreement at such time as the parcel has been fully improved
and occupied consistent with the allowed intensity of development
under the Development Plan,
Page 8 of 23
3. PRE-ANNEXATION OBLIGATIONS AND COMMITMENTS.
3.1 Annexation of Property. Consistent with and subject to the terms
and conditions of this Agreement and specifically this Subsection, CITY
may, in one annexation proceeding or several annexation proceedings,
annex the Property under such conditions as are imposed by or through the
Orange County Local Agency Formation Commission and reasonably
acceptable to OWNER. Conditions shall be deemed to be reasonably
acceptable to OWNER unless the conditions impair or interfere with
OWNER's rights to develop or materially increase the cost of development.
OWNER's consent to annexation of all or a portion of the Property is
contingent on, and OWNER has reasonably relied on, CITY's commitments
in Section 3 and 4 of this Agreement.
3.1.1 Annexation Before Project Completion. OWNER will support
CITY's annexation of the Property in its entirety before project
completion, provided that the Property may be fully developed
to the full extent permitted in the Development Plan and as
evidenced by satisfaction of each of the following conditions:
(a) The Legislature has approved, and the Governor has
signed, legislation that clarifies provisions of the Coastal Act
such that annexation of the Property(1)will not alter or affect
the validity and enforceability of the Newport Coast Local
Coastal Program, Second Amendment, including any
amendments applicable to the Property and any related
coastal development permits; or (ii) deprive the County of
authority to issue coastal development permits pursuant to
the terms of this Agreement, any ordinance,joint powers
agreement, or other mechanism that confers municipal land
use authority to the County after annexation and the Newport
Coast Local Coastal Program, Second Amendment or any
subsequent amendments that are certified by the California
Coastal Commission;
(b) The City adopts, and maintains during the term of this
Agreement, general plan and zoning designations for the
Property that are essentially identical to the Newport Coast
Local Coastal Program, general plan and zoning designations
adopted by the County and in effect as of the Effective Date.
(c) The City authorizes County to retain all municipal land use
authority (including the issuance of building and grading
permits) to the County pursuant to a cooperative agreement
Page 9 of 23
• i
until such time as development is complete with each
Planning Area or until OWNER consents, in writing, to an
assumption of municipal land use authority over all or a
portion of the Property.
3.1.2 Ultimate Annexation. OWNER will fully support CITY
annexation of all or a portion of the Property without satisfying
the provisions of Section 3.1.1, provided that all lots and/or
parcels within the area to be annexed have received building
permits for construction of structures) consistent with the
Development Approvals, a certificate of occupancy has been
issued or a final building inspection has been conducted and
annexation will not interfere with, affect, or impair the
Development Approvals or OWNER's ability to complete the
Project.
3.2 Environmental Impacts and Mitigation. The parties acknowledge
that Environmental Impact Reports, environmental documents and functional
equivalents ("Environmental Documents - described in Exhibit C) have been
prepared and certified for the Project by County and/or approved by the Coastal
Commission. CITY has reviewed and evaluated the Environmental Documents to
determine if the impacts of the Project, as represented by this Agreement, the
Development Plan, and the CITY approvals, were fully analyzed and evaluated.
CITY has also reviewed the Environmental Documents and all relevant existing
facts and circumstances to determine if any of the events that require preparation
of a subsequent or supplemental environmental document have occurred. CITY
has determined based on that review that none of the events described in Section
21166 of the Public Resources Code or Sections 15162 or 15163 of the CEQA
Guidelines have occurred. CITY has specifically determined that the detachment
of the Property from County and the annexation of the Property to CITY do not
require preparation of any subsequent or supplemental environmental impact
report for the Project because the reorganization will not increase, decrease, or
modify any Development or dedication when compared to the entitlement prior to
annexation. CITY has also determined that, subject to incorporation of the
mitigation measures identified in Exhibit"E" and except as specifically provided in
this Agreement, there is no current or anticipated deficiency in any municipal
service or facility (including planned community and neighborhood parks, drainage
and flood control facilities, circulation system infrastructure, and public safety
services) resulting from Development of the Project. The mitigation measures
identified in Exhibit "E" are incorporated by reference into the Development Pian.
Page 10 of 23
3.3 Additional Pre-Annexation Understandings. As a further
inducement to OWNER to support the annexation of the Property to CITY, CITY
agrees that, as of the date of its approval of this Agreement, all County affordable
housing requirements associated with development of the Property have been
satisfied. CITY also acknowledges that the OWNER has a vested right to proceed
with development pursuant to the County Agreement and that no additional
affordable housing requirements shall be imposed on development of the Property
pursuant to the CITY's General Plan or otherwise. The Affordable Housing
Implementation Plans approved by the County, describing the manner in which
affordable housing requirements have been satisfied for development of the
Property, are attached to this Agreement as Exhibit"F." Fees payable upon
issuance of any development permit (e.g., building permit or occupancy permit)
will be paid to the issuer of the permit in accordance with County Codes, fee
schedules and requirements for original improvements. Following annexation,
fees shall continue to be paid to the issuer in accordance with the codes and
requirements for additions, remodels and rebuilds of the jurisdiction with land use
authority. CITY agrees that the Project is in full compliance with, and shall not be
further subject to, CITY's Traffic Phasing Ordinance following annexation of the
Property, CITY having determined through this Agreement that:
a. Development of the Property will not cause or make worse any
unsatisfactory level of service at any primary intersection as defined in
the Traffic Phasing Ordinance;
b. Development of the Property has been considered a committed project
which has been incorporated into the CITY's traffic model and Circulation
Element traffic projections and all resulting levels of service have been
accepted in the Circulation Element; and
c. There is an overall reduction in peak hour ICU at impacted intersections
having unsatisfactory levels of service taking into account the circulation
improvements constructed or facilitated by OWNER pursuant to
conditions imposed for development of the Project, including
construction of Newport Coast Drive, extension of San Joaquin Hills
Road, widening of Pacific Coast Highway, and facilitation of construction
of the San Joaquin Hills Transportation Corridor,
3.4 Cooperation. Subject to and in reliance upon the representations
and covenants of the City, OWNER will support the annexation of the Property by
the CITY.
Page 11 of 23
3.5 Termination of Annexation Proceedings. This Agreement may be
terminated by OWNER in the event that CITY fails to comply with the
requirements of Paragraph 3.1 above with respect to any proposed annexation of
the Property to CITY, or if conditions imposed by or through the Local Agency
Formation Commission on the annexation are determined by either party to
conflict materially with its rights and obligations under any provision of this
Agreement.
4. DEVELOPMENT OF THE PROPERTY AFTER ANNEXATION.
Following annexation of the Property by CITY, the following provisions shall apply:
4.1 Rights to Develop. Subject to the terms of this Agreement,
following annexation of the Property OWNER shall have a vested right to develop
the Property in accordance with, and to the extent of, the Development Plan,
Pending and subsequent to annexation of the Property to CITY, OWNER shall
have the right to seek approvals from County for the Development of the Property,
and to develop the Property, consistent with the Development Plan. CITY
expressly agrees to take no action that would or could (a) interfere with or impair
the Development Approvals; (b) interfere with or impair the OWNER's ability to
complete the project; (c) materially increase the cost of completing the project
without the OWNER's express written consent; or (d) cause the transfer of any
permitting or development review authority pursuant to State or local law,
including Government Code section 30519, from the County to the City or any
other agency until such time as that portion of the Property affected by the transfer
is fully developed pursuant to the Development Plan and provided the transfer
would not interfere or impair OWNER's ability to develop any other portion of this
Property.
4.2 Effect of Agreement on Land Use Regulations. The rules,
regulations and official policies governing permitted uses of the Property, the
density and intensity of use of the Property, the maximum height and size of
proposed buildings, and the design, improvement and construction standards and
specifications applicable to Development of the Property, shall be those contained
in the Development Plan (and those Land Use Regulations not inconsistent with
the Development Plan) and that were in full force and effect on or before June 26,
2001 except as may be otherwise provided by this Agreement,.
4.3 Timing of Development. The Parties acknowledge that OWNER
cannot at this time predict when or the rate at which phases of the Property will be
developed. Such decisions depend upon numerous factors that are not within the
control of OWNER, such as market orientation and demand, interest rates,
absorption, completion and other similar factors. Since the California Supreme
Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal. 3d 465,
Page 12 of 23
that the failure of the parties therein to provide.for the timing of Development
resulted in a later adopted initiative restricting the timing of Development to prevail
over such parties' agreement, it is the parties' intent to cure that deficiency by
acknowledging and providing that OWNER shall have the right to develop the
Property in such order and at such rate and at such times as OWNER deems
appropriate within the exercise of its subjective business judgment. Nothing in this
section is intended to alter the standard time limits of any permits issued to
OWNER pursuant to the Development Approvals.
4.4 Changes and Amendments. The parties acknowledge that
Development of the Project may require Subsequent Development Approvals.
OWNER may determine that changes in the existing Development Approvals or
Development Plan are appropriate and desirable. In the event OWNER finds that
such a change is appropriate or desirable, OWNER may apply in writing for an
amendment to Development Approvals or the Development Plan to effect such
change and the application shall be processed for approval by County. CITY shall
expressly permit and authorize modifications of any proposed changes in the
existing Development Approvals or Development Plan unless the proposed
modifications:
(a) Would materially reduce the amount of open space intended for
dedication to the public, or
(b) Would materially alter the cost of providing municipal services to the
Property subsequent to annexation, or
(c) Would materially reduce the amount of property tax or other revenue
available to the CITY after annexation, or
(d) Would materially increase the density and/or intensity of development
allowed in the Project as a whole, resulting in unacceptable intersection
impacts outside of the Project that cannot be mitigated pursuant to the
CITY's Traffic Phasing Ordinance.
Any change in the Development Approvals or Development Plan made in
accordance with the procedures required by the Land Use Regulations and with
the written consent of the OWNER shall be conclusively deemed to be consistent
with this Agreement, without any further need for any amendment to this
Agreement or any of its Exhibits.
4,5 Continuation of Irvine Coast Development Agreement. CITY
acknowledges and agrees that the County Agreement entered into between
OWNER and County shall continue to govern the rights and obligations of
OWNER and County with respect to the Coastal Zone Area preceding annexation,
and following annexation to the maximum extent permitted by the cooperative
agreement and State law. If for any reason this Agreement is found to be invalid
Page 13 of 23
or unenforceable or OWNER's ability to proceed with the Development Plan is
impaired or delayed for any reason, then the Coastal Zone Area shall be and
remain subject to the terms and protections of the County Agreement.
4.6 Monitoring of Project. City shall, subsequent to annexation of all
or a portion of the Property, have the right, pursuant to a standard right of entry
permit issued by OWNER, to enter the Property for the limited purpose of ensuring
that development of the Property proceeds in substantial compliance with the
Development Approvals and all conditions to those approvals that are material to
the issue of water quality and aesthetics. OWNER shall designate a Project
Manager to provide CITY with access to all grading and building plans and
specifications on or before the date they are submitted to the County. CITY shall
conduct all monitoring activities in a manner that does not unduly burden
OWNER's rights to develop the Property in compliance with the Development
Approvals. Any report prepared pursuant to monitoring shall be lodged with the
City Manager and CITY shall provide OWNER with the opportunity to review and
comment on the report prior to submittal to the City Manager. The monitoring
authorized by this Subsection is not intended, and shall not be construed, to
create any formal procedure, right or process on the part of the CITY to review or
modify the Development of the Property. City shall make available to any person,
upon request, any report or document lodged with the City Manager that is
prepared by any professional retained by the CITY to conduct the monitoring
authorized by this Section.
5. FINANCING OF PUBLIC IMPROVEMENTS AFTER ANNEXATION.
5.1 Formation of Financing Districts. If so requested by OWNER,
CITY will cooperate in the formation or modification of any special assessment
district, community facilities district or alternate financing mechanism ("CFD") to
pay for the construction, acquisition, and/or maintenance and operation of public
and/or quasi-public infrastructure, lighting, landscape, or any other public facilities
required as part of the Development Approvals. CITY may, pursuant to the
cooperative agreement, allow the County to retain the authority to administer, form
or modify any new or existing assessment district. However, CITY shall have no
obligation to authorize or to cause any such CFD to issue debt or sell bonds prior
to the completion of the annexation of the Property to CITY. In the event that
such a CFD is formed and sells bonds to pay for the construction or acquisition of
public or quasi-public facilities which were provided, in whole or in part, by
OWNER, OWNER may be reimbursed from such bonds to the extent that
OWNER has spent funds or dedicated land for the establishment of such facilities
and creation of the CFD. While it is acknowledged that this Agreement cannot
require CITY or the City Council to form any such CFD or to issue and sell bonds,
CITY represents that it can do so and agrees that it shall not refuse OWNER's
request to form such a CFD and to issue and sell bonds following completion of
annexation of the Property to CITY, except for good and reasonable cause. In no
Page 14 of 23
event shall CITY have any obligation or duty to refinance, repay, reduce the
amount of, or assume any financial relationship to, any bonds or other debt issued
by any CFD prior to annexation, but City may assume such obligation pursuant to
agreement.
5.2 OWNER's Right to Construct Facilities. Subject to CITY or
County review and approval of plans and specifications, as appropriate, the
OWNER may elect, and reserves the right, to construct, or cause the construction
of, any public or quasi-public facility for which the CITY intends to collect a fee,
and to dedicate the completed facility to the CITY, in lieu of payment of the fee.
6. REVIEW FOR COMPLIANCE FOLLOWING ANNEXATION.
I
6.9 Periodic Review. Following annexation of all or any portion of the
Property, the City Council shall review this Agreement annually, on or before the
anniversary of the Effective Date, in order to ascertain the good faith compliance
by OWNER with the terms of the Agreement. As part of that review, OWNER
shall submit an annual monitoring review statement describing its actions in
compliance with this Agreement, in a form acceptable to the City Manager, within
30 days after written notice from the City Manager requesting that statement. The
statement shall be accompanied by an annual review and administration fee
sufficient to defray the estimated costs of review and administration of the
Agreement during the succeeding year. The amount of the annual review and
administration fee shall be set annually by resolution of the City Council.
6.2 Special Review. The City Council may order a special review of
compliance with this Agreement at any time at CITY's sole cost OWNER shall
cooperate with the CITY in the conduct of such special reviews.
6.3 Procedure. Each party shall have, at any periodic or special review,
a reasonable opportunity to assert matters which it believes have not been
undertaken in accordance with the Agreement, to explain the basis for such
assertion, and to receive from the other party a justification of its position on such
matters. If either Party concludes, on the basis of any review, that the other Party
has not complied in good faith with the terms of the Agreement, then such Party
may issue a written "Notice of Non-Compliance" specifying the grounds and all
facts demonstrating such non-compliance. The Party receiving a Notice of
Non-Compliance shall have thirty (30) days to respond in writing to the Notice. If
the response to the Notice of Non-Compliance has not been received in the
offices of the party alleging the default within the prescribed time period, the
Notice of Non-Compliance shall be conclusively presumed to be valid. If a Notice
of Non-Compliance is contested, the Parties shall have up to sixty (60) days to
arrive at a mutually acceptable resolution of the matter(s) occasioning the Notice.
In the event that the Parties are not able to arrive at a mutually acceptable
resolution of the matter(s) by the end of the sixty (60) day period, the Party
Page 15 of 23
alleging the non-compliance may pursue the remedies provided in Section 7.
6.4 Certificate of Agreement Compliance. If, at the conclusion of a
periodic or special review, OWNER is found to be in compliance with this
Agreement, CITY shall, upon request by OWNER, issue a Certificate of
Agreement Compliance ("Certificate") to OWNER stating that after the most recent
Periodic or Special Review and based upon the information known or made
known to the City Manager and CITY Council that (1) this Agreement remains in
effect and (2) OWNER is not in default. The Certificate shall be in recordable
form, shall contain information necessary to communicate constructive record
notice of the finding of compliance, shall state whether the Certificate is issued
after a Periodic or Special Review and shall state the anticipated date of
commencement of the next Periodic Review. OWNER may record the Certificate
with the County Recorder. Additionally, OWNER may at any time request from
the CITY a Certificate stating, in addition to the foregoing, which obligations under
this Agreement have been fully satisfied with respect to the Property, or any lot or
parcel within the Property.
7. DEFAULT AND REMEDIES.
7.1 Specific Performance Available. The parties acknowledge that
money damages and remedies at law generally are inadequate and specific
performance is a particularly appropriate remedy for the enforcement of this
Agreement and should be available to OWNER and CITY because due to the
size, nature and scope of the Project, it may not be practical or possible to restore
the Property to its natural condition once implementation of this Agreement has
begun. After such implementation, OWNER and/or CITY may be foreclosed from
other choices it may have had to utilize or condition the Property or portions
hereof. OWNER and CITY have invested significant time and resources and
performed extensive planning and processing of the Project in agreeing to the
terms of this Agreement and will be investing even more significant time and
resources in implementing the Project in reliance upon the terms of this
Agreement, such that it would be extremely difficult to determine the sum of
money which would adequately compensate OWNER and/or CITY for such
efforts. Except as provided in Section 7.2 below, neither OWNER nor CITY shall
be entitled to any money damages, including attorney fees, from the other party
by reason of any default under this Agreement.
7.2 Restitution of Improper Development Fees. In the event any
Development fees or taxes are imposed on Development of the Property other
than those authorized pursuant to this Agreement, OWNER shall be entitled to
recover from CITY restitution of all such improperly assessed fees or taxes,
together with interest thereon at the maximum allowable non-usurious rate from
the date such sums were paid to CITY to the date of restitution.
Page 16 of 23
7.3 Termination of Agreement.
7.3.1 Termination of Agreement for Default of OWNER. CITYinits
discretion may terminate this Agreement as to any non-annexed portions of
the Property for any failure of OWNER to perform any material duty or
obligation of OWNER hereunder or to comply in good faith with the terms of
this Agreement related to its annexation (hereinafter referred to as
"default'); provided, however, CITY may terminate this Agreement pursuant
to this Section only after following the procedure set forth in Section 6.3
and thereafter providing written notice to OWNER of the default setting
forth the nature of the default and the actions, if any, required by OWNER
to cure such default and, where the default can be cured, OWNER has
failed to take such actions and cure such default within 30 days after the
effective date of such notice or, in the event that such default cannot be
cured within such 30 day period, the failure of CITY to commence to cure
such default within such 30 day period and to diligently proceed to
complete such actions and to cure such default.
7.3.2 Termination of Agreement.for Default of CITY. OWNER in its
discretion may terminate this Agreement by written notice to CITY after the
default by CITY in the performance of a material term of this Agreement
and only after following the procedure set forth in Section 6.3 and thereafter
providing written notice by OWNER thereof to CITY and, where the default
can be cured, the failure of CITY to cure such default within 30 days after
the effective date of such notice or, in the event that such default cannot be
cured within such 30 day period, the failure of CITY to commence to cure
such default within such 30 day period and to diligently proceed to
complete such actions and to cure such default.
7.3.3 Rights and Duties Following Termination. Upon the termination of
this Agreement, no parry shall have any further right or obligation
hereunder except with respect to (i) any obligations to have been
performed prior to said termination, (ii) any default in the performance of
the provisions of this Agreement which has occurred prior to said
termination, or(iii) obligations that have vested through the annexation of
the Property, or any annexed portion thereof.
7.4 OWNER's Right To Terminate Upon Specified Events.
Notwithstanding any other provisions of this Agreement to the contrary, OWNER
retains the right to terminate this Agreement (but not the provisions of Section 3)
upon thirty (30) days written notice to CITY in the event that OWNER reasonably
determines that continued Development of the Project consistent with the
Development Plan has become economically infeasible due to changed market
conditions, increased Development costs, burdens imposed as conditions to
future discretionary approvals of the Project consistent with this Agreement, or
Page 17 of 23
similar factors.
8. THIRD PARTY LITIGATION.
CITY shall promptly notify OWNER of any claim, action or proceeding filed and
served against CITY to challenge, set aside, void, annul, limit or restrict the
approval and continued implementation and enforcement of this Agreement.
CITY and OWNER agree to cooperate in the defense of such action(s),
9. MORTGAGEE PROTECTION.
The parties agree that this Agreement shall not prevent or limit OWNER, in any
manner, at OWNER's sole discretion, from encumbering the Property or any
portion thereof or any improvement thereon by any mortgage, deed of trust or
other security device securing financing with respect to the Property. CITY
acknowledges that the lenders providing such financing may require certain
Agreement interpretations and modifications and agrees upon request, from time
to time, to meet with OWNER and representatives of such lenders to negotiate in
good faith any such request for interpretation or modification. Subject to
compliance with applicable laws, CITY will not unreasonably withhold its consent
to any such requested interpretation or modification provided such interpretation
or modification is consistent with the intent and purposes of this Agreement. Any
Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall
defeat, render invalid, diminish or impair the lien of any mortgage on the
Property made in good faith and for value, unless otherwise required by
law.
(b) The Mortgagee of any mortgage or deed of trust encumbering the
Property, or any part thereof, which Mortgagee, has submitted a request
in writing to the CITY in the manner specified herein for giving notices,
shall be entitled to receive written notification from CITY of any default by
OWNER in the performance of OWNER's obligations under this
Agreement.
(c) If CITY timely receives a request from a Mortgagee requesting a copy of
any notice of default given to OWNER under the terms of this Agreement,
CITY shall provide a copy of that notice to the Mortgagee within ten (10)
days of sending the notice of default to OWNER. The mortgagee shall
have the right, but not the obligation, to cure the default during the
remaining cure period allowed such party under this Agreement.
(d) Any Mortgagee who comes into possession of the Property, or any part
Page 18 of 23
• 0
thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed
in lieu of such foreclosure, shall take the Property, or part thereof, subject
to the terms of this Agreement. Notwithstanding any other provision of
this Agreement to the contrary, no Mortgagee shall have an obligation or
duty under this Agreement to perform any of OWNER's obligations or
other affirmative covenants of OWNER hereunder, or to guarantee such
performance; except that (1) to the extent that any covenant to be
performed by OWNER is a condition precedent to the performance of a
covenant by CITY, the performance thereof shall continue to be a
condition precedent to CITY's performance hereunder, and (ii) in the
event any Mortgagee seeks to develop or use any portion of the Property
acquired by such Mortgagee by foreclosure, deed of trust, or deed in lieu
of foreclosure, such Mortgagee shall strictly comply with all of the terms,
conditions and requirements of this Agreement and the Development
Plan applicable to the Property or such part thereof so acquired by the
Mortgagee.
10. MISCELLANEOUS PROVISIONS,
10.1 Term of Agreement. Following completion of the annexation of the
Property, or any portion thereof, to the CITY within the preceding time periods,
this Agreement shall continue in full force and effect with respect to such annexed
land for a period of fifteen (15) years from the effective date of that annexation.
10.2 Recordation of Agreement. This Agreement shall be recorded with
the County Recorder by the City Clerk upon annexation of the Property to CITY
within the period required by Section 65868.5 of the Government Code. Similarly,
amendments approved by the parties, and any cancellation, shall also be
recorded.
10,3 Entire Agreement. This Agreement sets forth and contains the
entire understanding and agreement of the parties, and there are no oral or written
representations, understandings or ancillary covenants, undertakings or
agreements that are not contained or expressly referred to herein. No testimony
or evidence of any such representations, understandings or covenants shall be
admissible in any proceeding of any kind or nature to interpret or determine the
terms or conditions of this Agreement.
10.4 Severability. If any term, provision, covenant or condition of this
Agreement shall be determined invalid, void or unenforceable, then this
Agreement shall terminate in its entirety, unless the parties otherwise agree in
writing, which agreement shall not be unreasonably withheld.
Page 19 of 23
i 0
10.5 Interpretation and Governing Law. This Agreement and any
dispute arising hereunder shall be governed and interpreted in accordance with
the laws of the State of California. This Agreement shall be construed as a whole
according to its fair language and common meaning to achieve the objectives and
purposes of the parties hereto, and the rule of construction to the effect that
ambiguities are to be resolved against the drafting party or in favor of CITY shall
not be employed in interpreting this Agreement, all parties having been
represented by counsel in the negotiation and preparation hereof.
10.6 Section Headings. All section headings and subheadings are
inserted for convenience only and shall not affect any construction or
interpretation of this Agreement.
10.7 Singular and Plural, As used herein, the singular of any word
includes the plural.
10.8 Time of Essence. Time is of the essence in the performance of the
provisions of this Agreement as to which time is an element.
10.9 Waiver. Failure of a party to insist upon the strict performance of
any of the provisions of this Agreement by the other party, or the failure by a party
to exercise its rights upon the default of the other party, shall not constitute a
waiver of such party's right to insist and demand strict compliance by the other
party with the terms of this Agreement thereafter.
10.10 Third Party Beneficiaries, This Agreement is made and entered
into for the sole protection and benefit for the parties and their successors and
assigns. No other person shall have any right of action based upon any provision
of this Agreement; provided, however, that the fee owners of any non-residential
parcels in the annexation area may elect to be covered by this Agreement.
. 10.11 Force Majeure. Neither party shall be deemed to be in default
where failure or delay in performance of any of its obligations under this
Agreement is caused by earthquakes, other Acts of God, fires, wars, riots or
similar hostilities, strikes and other labor difficulties beyond the party's control
(including the party's employment force), government regulations, court actions
(such as restraining orders or injunctions), or other causes beyond the party's
control. If any such events shall occur, the term of this Agreement and the time
for performance shall be extended for the duration of each such event, provided
that the term of this Agreement shall not be extended under any circumstances for
more than five (5) years.
Page 20 of 23
10.12 Mutual Covenants. The covenants contained herein are mutual
covenants and also constitute conditions to the concurrent or subsequent
performance by the party benefited thereby of the covenants to be performed
hereunder by such benefited party.
10.13 Counterparts. This Agreement maybe executed by the parties in
counterparts, which counterparts shall be construed together and have the same
effect as if all of the parties had executed the same instrument.
10.14 Jurisdiction and Venue. Any action at law or in equity arising
under this Agreement or brought by any party hereto for the purpose of enforcing,
construing or determining the validity of any provision of this Agreement shall be
filed and tried in the Superior Court of the County of Orange, State of California,
and the parties hereto waive all provisions of law providing for the filing, removal
or change of venue to any other court.
10.15 Project as a Private Undertaking. It is specifically understood and
agreed by and between the parties hereto that the Development of the Project is a
private Development, that neither party is acting as the agent of the other in any
respect hereunder, and that each party is an independent contracting entity with
respect to the terms, covenants and conditions contained in this Agreement. No
partnership,joint venture or other association of any kind is formed by this
Agreement. The only relationship between CITY and OWNER is that of a
government entity regulating the Development of private property and the owner
of such property.
10.16 Further Actions and Instruments. Each of the parties shall
cooperate with and provide reasonable assistance to the other to the extent
contemplated hereunder,in the performance of all obligations under this
Agreement and the satisfaction of the conditions.of this Agreement. Upon the
request of either party at any time, the other party shall promptly execute, with
acknowledgment or affidavit if reasonably required, and file or record such
required instruments and writings and take any actions as may be reasonably
necessary under the terms of this Agreement to carry out the intent and to fulfill
the provisions of this Agreement or to evidence or consummate the transactions
contemplated by this Agreement. Subject to Section 3 above, OWNER will
cooperate with the CITY in the processing of the annexation of the Project through
the Local Agency Formation Commission including advocating the application of
the existing AB 8 Master Property Tax Transfer Agreement. OWNER
acknowledges the importance of maintaining the fiscal benefits of the Project
assuming that the current method of allocating sales tax revenues (ie., point of
sale) is utilized. OWNER will consult with the CITY regarding legislative proposals
to adjust this procedure with the goal of supporting CITY efforts to maintain the
fiscal benefits of the Project through the legislative process.
Page 21 of 23
10.17 Eminent Domain. No provision of this Agreement shall be
construed to limit or restrict the exercise by CITY of its power of eminent domain.
10.18 Amendments in Writing/Cooperation. This Agreement maybe
amended only by written consent of both parties specifically approving the
amendment and in accordance with the Government Code provisions for the
amendment of Development Agreements. The parties shall cooperate in good
faith with respect to any amendment proposed in order to clarify the intent and
application of this Agreement, and shall treat any such proposal on its own merits,
and not as a basis for the introduction of unrelated matters.
10.19 Authority to Execute. The person or persons executing this
Agreement on behalf of OWNER warrants and represents that he/they have the
authority to execute this Agreement on behalf of his/their corporation, partnership
or business entity and warrants and represents that helthey has/have the authority
to bind OWNER to the performance of its obligations hereunder.
10.20 Notice. All notices, demands, requests or approvals to be given
under this Agreement shall be given in writing and shall be deemed served when
delivered personally or on the third business day after deposit in the United States
mail, postage prepaid, first class mail, addressed as follows:
All notices, demands, requests or approvals to CITY shall be addressed to
CITY at:
City of Newport Beach
City Manager's Office
3300 Newport Boulevard
PO Box 1768
Newport Beach, California 92658-8915
All notices, demands, requests or approvals to OWNER shall be addressed
to OWNER at:
Vice President of Entitlements
The Irvine Company
550 Newport Center Drive
Newport Beach, California 92660
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first set forth above.
Page 22 of 23
CITY: CITY OF NEWPORT BEACH .
i
By
TOD RIDGEW Mayor Pro em
ATTEST:f �f
By 15&t( & iX . , /V
LaVonne Harkless, City Clerk J
APPROV D A5 TO FORM:
�eHu Z•
i
By;
Burnham, City Attorney
i - OWNER: THE IRVINE COMPANY
By
Title Joseph D. Davis, Executive vice President
By
Title Tim Paone, Vice President Entitlement
OWNER: IRVINE COMMUNITY
DEVELOPMENT COMPANY
By
Title J s D. Davis, President and CEO
By
Title Daniel C. Hadigan, sistan Secretary
Page 23 of 23
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
ss.
Counnnty}}of OJ
On /No before me,
Date �'j. N,amee dTitle ofcar�(e.g.,A"JN0 Doe,Notary
personally appeared
,
\ � - � 'j)^"c
V Na )ofSlgnm(s)
personally known to me
O proved to me on the basis of satisfactory
evidence
be the perso s) whose name(�s is! rd
( rPI�ttYAM subscribed to the within instr ent and
no"Puma.®plti9rrla acknowledged to me that hels hey xecuted
the sam in his/he het authori
rq+r.7snnr capacity and that y hislher h
signature s) n the instrument the per (s
the entity upon behalf of which the person s
acted, executed the instrument.
ESS my hand andfficial seal,
(
l Place Notary Seal Above Sig of No ry Public
I
OPTIONAL
Though the information below is not required by law,it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached,pocument
Title or Type of Document: ky%yyt)C0. O- d LL) ✓((f7C�7�i �
f' Document Date: 0' C� ~ 0 ` { Number of Pages:
4r T A e
Signer(s) Other Than Named Above: [�
Capacity(ies) Claimed by Signer
Signer's Name:
❑ Individual
❑ Corporate Officer—Tltle(s): Top of thumb here
❑ Partner—❑ Limited ❑ General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
i
Signer Is Representing:
I
01899 National Notary Acsoclatlon-DWDo Cob Avo.,P.O.Cox 2ae2•Chsbwodh,CA 91s*242,w n9loea1n=j.org Prod.Na beer Rooeor:Cell Td4P,00 1.e90.81a W7
State of California)
ss.
County of Change)
On November 8,2001 before ma, W. S. Bettini ,Notary Public,personally
appeared Joseph D. Davis and Daniel C. Hedigan personally known to me to be
the persons whose names are subscribed to the within instrument and acknowledged to
me that they executed the same in their authorized capacities, and that by their signatures
on the instrument the persons,or the entity upon behalf of which the persons acted,
executed the instrument.
WITNESS my hand and official seal.
�+cbrnmhow#1291121
wotar wee cnil+omto
W.S.sEFTINI
Nyccrorme o 1Feb s2aos
i
i
State of California)
)ss.
County of Orange)
On November 8,2001 before me, W. S.Bettini .Notary Public,personally
appeared Joseph D.Davis and Tim Paone ,personally]mown to me to be the
persons whose names are subscribed to the within instrument and acknowledged to me
that they executed the same in their authorized capacities, and that by their signatures on
the instrument the persons, or the entity upon behalf of which the persons acted, executed
the instrument.
WITNESS my hand and official seal.
W.s.BEMM
Gommistonil t3vrt21
MY Ctrxnm.9gaYes reb 1!2x
EXHIBIT `A'
NEWPORT COAST ANNEXATION NO.CAQ1-06
TO THE CITY OF NEWPORT BEACH
BLOCXS: 5151, 5152, 5251
5252, 5253, 5351
5352
MODULES: VARIOUS
BEING' THOSE PORTIONS OF BLOCKS 91, 95-98, 128-134, 161-164— OF IRVINE'S
SUBDIVISION AS SHOWN ON 'A MAP THEREOF FILED IN BOOK 1, PAGE 68 OF
MISCELLANEOUS RECORD MAPS 'AD7Ij PARCEL '2 AND A PORTION OF PARCEL 1 PER
CORPORATION GRANT DEED BOOK 13439,, , PAGE 94-132, RECORDED DECEMBER 19,
1979, IN THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF ORANGE, STATE
OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEGINNING AT AN ANGLE POINT IN THE EXISTING .CITY OF NEWPORT BEACH BOUNDARY
AS ESTABLISHED BY' REORGANIZATION- NO. R097-35, "BONITA CANYON. ANNEXATION TO
THE CITY OF NEWPORT BEACH AND DETACHMENT OF, THE' SAME TERRITORY FROM THE
CITY OF IRVINE" , SAID ANGLE POINT 'BEING THE SOUTHEASTERLY TERMINUS OF THAT
CERTAIN COURSE DESCRIBED AS "SOUTH 11058 ' 31" EAST 11 .29 FEET" IN SAID
REORGANIZATION NO. R097-35 , SAID POINT ALSO- BEING, DISTANT NORTH '26942' 33 " .
EAST 3071 . 87 FEET FROM ORANGE COUNTY SURVEYOR' S HORIZONTAL CONTROL. STATION'
GPS NO. '6247, HAVING A COORDINATE' V_.LUE (U.S . SURVEY FOOT) 'OF NORTH
2173287 ,386 AND EAST 6074018 . 521, BASED UPON THE CALIFORNIA COORDINATE
SYSTEM (CCS83) , ZONE VI. 19,83 NAD (1991 . 35 EPOCH O.C .S . GPS ADJUSTMENT) AS
SAID GPS POINT IS SHOWN ON TRACT MAP NO. 15945 , RECORDED IN BOOK -805 ,
PAGES 18-25 INCLUSIVE', OF MISCELLANEOUS MAPS IN THE ' OFFIC ; OF THE COUNTY
RECORDER OF SAID COUNTY, BEING COMM .0 "HARBOR VIEWS ^ILLS — PHASE 3"
ANNEXATION TO THE CITY OF NEWPORT BEACH;
THENCE CONTINUING ALONG THE EXISTING CT1'Y BOUNDARY OF THE CITY OF NEWPORT
BEACH PER "HARBOR VIEW HILLS—PHASE 3" %4WEXATION, THE -H-1:4RBOR VIEW HILLS
SECTOR 4" ANNEXATION, THE "HARBOR RIDGE ANNEXATION NO. 29" , THE "HARBOR
RIDGE ANNEXATION N0 . 82, THE "HARBOR VIEW HILLS-PHASE 3 " ANNEXATION, THE
"HARBOR VIEW HILLS-PHASE 4" ANNEXATION, THE "ANNEXATION N0. 67 (CENTERVIEW
ANNEXATION) " , THE "HARBOR VIEW" ANNEXATION, ANNEXATION 'NO. 8, CITY
BOUNDARY 1928 (COURT CASE NO. 23686) INCORPORATED SEPTEMBER 1, 1906; THE
"CORONA HIGHLANDS" ANNEXATION, THE "SEAWARD 17" ANNEXATION, THE "CAMEO
HIGHLANDS" ANNEXATION, THE "ANNEXATION N0. 84 THE "CAMEO HIGHLANDS"
ANNEXATION, THE "ANNEXATION NO. 64" , THE "CAMEO CLIFFS" ANNEXATION" THE
"SHORE CLIFFS CAMEO SHORES TIDELANDS ANNEXATION" THROUGH THEIR VARIOUS
COURSES IN A GENERAL SOUTHEASTERLY, SOUTHWESTERLY, SOUTHEASTERLY,
SOUTHERLY, WESTERLY, SOUTHERLY, EASTERLY, SOUTHERLY, WESTERLY, SOUTHERLY,
ceeuw•ccm cn�.00c IOfi/L9/011 su PAGE 1
EXHIBIT 1A'
NEWPORT COAST ANNEZATION- NO.CA01-06
TO THE CITY OF NEWPORT BEACH
SOUTHEASTERLY, SOUTHERLY, SOUTHWESTERLY, WESTERLY, NORTHWESTERLY,
SOUTHWEST$RLY, WESTERLY, SOUTHWESTERLY, SOUTHERLY, NORTHWESTERLY,
SOUTHWESTERLY; WESTERLY, SOUTHEASTERLY, NORTHEASTERLY, SOUTHERLY,
SOUTHWESTERLY, NORTHWESTERLY AND SOUTHWESTERLY DIRECTION TO AN ANGLE POINT
ON THE BOUNDARY OF THE CITY OF NEWPORT BEACH AS ESTABLISHED BY "SHORE
CLIFFS - CAMEO SHORE TIDELANDS ANNEXATION" ;
THENCE LEAVING SAID CITY BOUNDARY IN A DIRECT LINE NORTHEASTERLY 3 MILES
MORE OR LESS TO A POINT ON THE MEAN HIGH TIDE OF THE PACIFIC OCEAN; SAID
POINT BEARING SOUTH 37°39 ' 50" WEST 600 FEET MORE OR LESS FROM THE NORTHWEST
CORNER OF PARCEL, 3 OF "PARK PROPERTY" AS DESCRIBED IN CORPORATION GRANT
DEED TO THE STATE OF CALIFORNIA 'ON FILE DECEMBER 19 , 1979, IN BOOK 13439 ,
PAGE 94-132 IN THE OFFICE OF THE. COUNTY' RECORDER, SAID POINT BEING THE
SOUTHWESTERLY PROLONGATION OF THAT .CERTAIN ,COURSE DESCRIBED AS "NORTH
37039' 50" EAST 104.98 FEET" IN SAID DEED IN THE WESTERLY BOUNDARY OF PARCEL
3 OF SAID "PARK PROPERTY" ;
THENCE ALONG SAID SOUTHWESTERLY PROLONGATION "NORTH 37039150" EAST 600 FEET
MORE OR LESS TO THE SOUTHWESTERLY TERMINUS OF THAT CERTAIN COURSE
DESCRZBEIC� AS "NORTH 37039 ' 50" EAST 104 .98 FEET" IN THE NORTHWESTERLY
BOUNDARY OF SAID PARCEL . 3', SAID TERMINUS ALSO BEING ON THE NORTHEASTERLY
' RIGHT OF WAY LINE OF THE PACIFIC COAST HIGHWAY. BEING A HIG.EWAY OF VARIABLE
WIDTH, AND FURTHER DESCRIBED IN BOOK 487 , PAGE 1. OF DEEDS TN THE OFFICE OF
THE COUNTY RECORDER;
'THENCE LEAVING SAID NORTHEASTERLY RIGHT OF ;.AY L WE ALONG THE
NORTHWESTERLY BOUNDARY LINE OF PARCEL 3 OF SAID "PARK PROPERTY".,
THENCE .NORTH 37039 ' 50" EAST 104. 98 FEET TO THE BEGINNING OF A TANGENT
950 . 00 FOOT RADIUS CURVE CONCAVE TO THE SOUTHEAST;
THENCE ALONG THE ARC OF SAID CURVE; NORTHEASTERLY, 219 .65 FEET THROUGH A
CENTRAL, ANGLE OF 13014150" ;
THENCE NORTH 50054' 40" EAST 1645 . 45 FEET TO THE BEGINNING OF A TANGENT
1300 . 00 FOOT RADIUS CURVE CONCAVE TO THE WEST;
THENCE ALONG THE ARC OF SAID CURVE NORTHEASTERLY, 1590 .29 FEET THROUGH A
CENTRAL ANGLE OF 70005 ' 24" ;
Yah\1111-Y¢Y1(R).bOC (OB/19!011 sc PAGE 2
EXHIBIT `A'
NEWPORT COAST ANNEXATION NO.CA01-06
TO THE CITY OF NEWPORT BEACH
THENCE NORTH 19010 ' 44" WEST 387 . 88 FEET;
. THENCE SOUTH 84642 ' 47" EAST 288. 52 FEET;
THENCE NORTH 58039102" EAST 1018 .72 FEET;
THENCE NORTH 74008 ' 04" EAST 197 . 52 FEET;
THENCE NORTH 60027 ' 40" EAST 137.93 FEET;
THENCE SOUTH 68054'28" EAST 150.05 FEET;
THENCE NORTH 66048 '05" FAST 167 . 55 FEET;
THENCE NORTH 040381OB" EAST 74.24 FEET;
THENCE SOUTH 87003 ' $2" EAST 84 .20 FEET;
THENCE NOR'T'H 23021' 06" WEST 232.34 FEET;,
THENCE NORTH 57.008 '19" EAST .3,10.79 FEET;
I
THENCE NORTH 31050 ' 33" EAST 223 . 66 FEET;
THENCE NORTH 11055 ' 46° WEST 290 .27 FEET;
THENCE NORTH 30002 ' 00" EAST 147. 85 FEET;
THENCE NORTH 35052 ' 56^ WEST 232 . 03 FEET;
THENCE NORTH 10.031 ' 40" EAST 229 . 87 FEET;
THENCE NORTH 46028 ' 08" EAST 55 .17 FEET;
THENCE NORTH 67053 ' 26" EAST 138. 16 FEET;
THENCE NORTH 38031' 49" EAST 138 . 06 FEET;'
THENCE NORTH 24035 ' 24" EAST 129 . 77 FEET;
THENCE NORTH 03052 ' 43" EAST 118 .27 FEET;
c.x0%133i•occaini.o 106119101� Se PAGE 3
EX[iIBIT `A'
NEWPORT COAST ANNEXATION N0.CA01-06
TO THE CITY OF NEWPORT BEACH
THENCE NORTH 19050 '41" EAST 141 .40 FEET;
THENCE NORTH 49001 '42" EAST 150 .97 FEET;
THENCE NORTH 73052 '21" EAST 172 .80 FEET;
THENCE NORTH 60049 ' 09" EAST 176.38 FEET;
THENCE NORTH 11048' 47" EAST 312 . 62 FEET;
THENCE NORTH 03021' 59" WEST 272 . 47 FEET TO THE SOUTHEASTERLY TERMINUS OF
THAT CERTAIN COURSE DESCRIBED AS "SOUTH 28044`47" EAST 328 . 52 FEET" IN THE
EXISTING WESTERLY BOUNDARY OF "PARK PROPERTY" AS DESCRIBED ,IN CORPORATION
GRANT DEED TO THE STATE OF CALIFORNIA RECORDED NOVEMBER 17, ,1981 ON FILE '
IN BOOK. 14292, PAGE 953-965 IN THE OFFICE OF THE COUNTY RECORDER;
THENCE ALONG SAID WESTERLY BOUNDARY NORTH 28044' 47" WEST 328 .52 FEET;
THENCE NORTH 11021' 29" EAST 467.15 FEET;
THENCE NORTH .08021' 57" WEST 68 .73 FEET;
THENCE NORTH 29047131" EAST 301 . 90 FEET.;
THENCE NORTH 80008 ' 45" EAST 383 .72 FEET;
THENCE NORTH 30018' 40" EAST 301.17 FEET;
THENCE NORTH 79056' 51" EAST 446 .86 FEET;
THENCE NORTH 49046 ' 51" EAST 390.27 FEET;
THENCE NORTH 75036 ' 00" EAST 152 .80 FEET;
THENCE NORTH 88017 ' 55" EAST 404. 18 FEET;
THENCE NORTH 02027' 46" EAST 186 .17 FEET;
THENCE NORTH 25047 ' 27" EAST 330. 97 FEET;
THENCE NORTH 89015 ' 21" EAST 308.03 FEET;
GEG�IJ J1-4GL11ft1.o0C 106/10!011 sE PAGE 4
EXHIBIT "Ar
NEWPORT COAST ANNEXATION NO.CA01-06
TO THE CITY OF NEWPORT BEACH
THENCE NORTH 11034' 59" EAST 2549 . 93 FEET;
THENCE NORTH 11406116" WEST 1038 . 44 FEET;
THENCE NORTH 10447' 04" EAST 235 .15 FEET;
I
THENCE NORTH 35406 ' 10" EAST 551.26 FEET;
THENCE NORTH 16438 '20" EAST 181. 60 FEET;
THENCE NORTH 18454' 59". WEST 188 .16 FEET;
THENCE NORTH 16025' 40" EAST 424 . 32 FEET;
THENCE NORTH 29010' 03" EAST 196 .98 FEET;
THENCE NORTH 14424' 00" EAST 152 . 80 FEET;
THENCE NORTH 52416' 30" EAST 67 .01 FEET;
THENCE NORTH 80017 ' 00" EAST 148. 12 FEET;
THENCE NORTH 37427 ' 15" EAST 274 . 61 FEET;
THENCE SOUTH 33000120"EAST 789 .39 FEET;
THENCE NORTH 70438'36" EAST 784 .31 FEET;
THENCE SOUTH 02459' 35° WEST 306 .42 FEET;
THENCE SOUTH 22406' 00" EAST 356 ,17 FEET;
THENCE SOUTH 35418 ' 58" EAST 2345 . 66 FEET TO WES'T'ERLY TERMINUS OF THAT
CERTAIN COURSE DESCRIBED AS "SOUTH 44031' 21" EAST 678 . 84 ;FEET" IN THE
EXISTING NORTHEASTERLY BOUNDARY OF SAID BOOK 13439 , PAGE 94-132;
THENCE LEAVING THE BOUNDARY OF SAID BOOK 14292, PAGE 953-965 AND .ALONG THE
NORTHEASTERLY BOUNDARY OF SAID BOOK 13439, PAGE 94-132 ;
THENCE SOUTH 44431' 21" EAST 678 .84 FEET;
THENCE SOUTH 71426' 28" EAST 584 .39 FEET;
csc�i»i-ccai cai.noc insrtyroxi se PAGE 5
E7CHIBIT `A'
NEWPORT COAST ANNEXATION NO.CA01-06
TO THE CITY OF NEWPORT BEACH
THENCE SOUTH 85006'26" EAST 515 . 88 FEET;
THENCE SOUTH 74032 '30" EAST 420 .20 FEET;
THENCE SOUTH 66047 '38" EAST 548 . 66 FEET TO A POINT ON THE SOUTHEASTERLY
LINE OF BLOCK 161 OF SAID IRVINE' S SUBDIVISION,-
THENCE
UBDIVISION;THENCE LEAVING THE NORTHEASTERLY BOUNDARY OF SAID BOOK 13439, PAGE 94-132
AND ALONG THE SOUTHEASTERLY LINE OF SAID BLOCK 161 NORTH 40033 ' 59"' EAST
188 .12 FEET TO A POINT ON THAT CERTAIN COURSE BEARING "NORTH 34056 '51" WEST
457 . 86 FEET" IN THE EXISTING BOUNDARY OF "THE PROPERTY" DESCRIBED IN GRANT
DEED TO THE CITY OF LAGUNA BEACH RECORDED JUNE 27, 1991 AS DOCUMENT NO . 91-
330557 IN THE OFFICE OF THE COUNTY RECORDER;
THENCE ALONG SAID COURSE AND THE SOUTHWESTERLY BOUNDARY OF "THE PROPERTY"
OF SAID GRANT DEED NORTH 34055 '56" WEST 53 .88 FEET;
THENCE NORTH 68021' 18" WEST 560. 20 FEET;
THENCE NORTH 60007 ' 54" WEST '785 .39 FEET;
THENCE SOUTH 83028'.56" WEST 326 . 82 FEET;
THENCE NORTH 66044' 01" WEST 658 . 40 FEET;
THENCE NORTH 39006 '41" WEST 465 . 65 FEET;
THENCE NOR'T'H 54032 ' 38" WEST 526 .14 FEET;
.THENCE NORTH 34026' 23" WEST 410 .92 FEET;
THENCE NORTH 120¢4. 59" EAST 337 .73 FEET;
THENCE NORTH 24022 ' 24" WEST 331 .27 FEET;
THENCE NORTH 38033 ' 34" WEST 489. 32 FEET;
THENCE NORTH 22014' 13" WEST 315 . 36 FEET;
THENCE NORTH 41041'22 " WEST 538 .97 FEET;
THENCE NORTH 46030 '42" WEST 848 . 19 FEET;
LNC\]]11•LGLI IRI.ACC 106/19/011 S8 PAGE 6
EXHIBIT %A'
NBWPORT COAST ANNEXATION NO.CA01-06
TO THE CITY OF NEWPORT BEACH
THENCE NORTH 71006' 53" WEST 244. 14 FEET.';
THENCE SOUTH 89008 ' 04" WEST 252 . 22 FEET TO THE SOUTHWESTERLY PROLONGATION
OF THE COURSE DESCRIBED AS "NORTH 40000' 00" EAST 660 .00 FEET" IN ANNEXATION
NO, 1 (FRASIER ANNEXATION) TO THE CITY OF IRVINE;
THENCE ALONG SAID PROLONGATION NORTH 40033 ' 37" EAST 221 .97 FEET TO A POINT
IN THE SOUTHEASTERLY BOUNDARY OF THE CITY OF . IRVINE AS ESTABLISHED BY
"REORGANIZATION NO. R097-04" DISTANT THEREON SOUTH 64016' 17" EAST 1340. 14
FEET FROM THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED AS i
-.NORTH 64016'17" WEST 4468 .85 FEET" IN THE CENTERLINE OF TR-73 (SAN
JOAQUIN HILLS TRANSPORTATION CORRIDOR) AS DESCRIBED IN PARCEL 1 OF SAID
REORGANIZATION NO . R097-04;
THENCE ALONG SAID EXISTING CITY BOUNDARY AND THE CENTERLINE OF TR-73 PER
SAID "REORGANIZATION NO. R097-04" THROUGH THEIR VARIOUS COURSES IN A
GENERAL NORTHWESTERLY DIRECTION TO' AN ANGLE POINT IN THE EXISTING CITY OF
NEWPORT BEACH. BOUNDARY AS ESTABLISHED . BY "REORGPNTIZATION NO . R097-35" ,
SAID POINT BEING THE SOUTHEASTERLY TERMINUS OF THAT COURSE DESCRIBED AS
"NORTH 690 24'23" WEST 2092 .48 FEET" ;
THENCE ALONG SAID EXISTING CITY BOUNDARY PER SAID "REORGANIZATION NO.
1097-35 " THROUGH ITS VARIOUS COURSES IN A GENERAL NORTHDIESTERLY,
SOUTHERLY, SOUTHEASTERLY AND NORTHWESTERLY DIRECTIC.i TO THE TRUE POINT OF
BEGINNING.
CONTAINS 7, 799 ACRES, MORE OR LESS ,
ATTACHED HERETO AND MADE A PART HEREOF, IS A MAP DESIGNATED AS EXHIBIT
TO OBTAIN THE GRID DISTANCE AT GPS PT, NO. 6247 , MULTIPLY THE GROUND
DISTANCE BY 0 .99996664 .
THIS LEGAL DESCRIPTION WAS PREPARED BY ME, OR UNDER; MY SUPERVISION FROM
RE5;gm
N ONLY. NO FIELD SURVEY HAS BEEN CONDUC r 0 VERIFY ANY
REN. FANO
. 0
4 g. P�Ufvd�� i
REX S . PLUMMER, PLS 6641 DATE Q
EXPIRATION DATE 12/31/03
EttPIR�S/ 3/o
NC 6691
P
LZG\1))1-LGLl(0.�.AOC (96/19/011 ss PAGE 7
EXHIBIT 1A'
NEWPORT COAST ANNEXATION NO.CA01-06
TO THE CITY OF NEWPORT BEACH
THIS PROPOSAL DOES MEET THE APPROVAL OF
THE ORANGE COUNTY SURVEYOR'S OFFICE .
DATED TN S -Z-- 1 � DAY OF 2001 .
SO ANAS, CpUNTY UR Y �Q�1DSUq�'F
LS0 8
EX TION DATE 09/30/01
Np A4t1g
L5G\1131-Wal�R1•YJC (U6I S9(Ol1 sx PAGE 8
BLOCNS WW.5151.5251,6252 SWEF I OF 5
LEGEND
925).5351.5351 ANNEXATION NO. - -EMSRNC MYOP NEWORT REACH BOVNOARY PER
MOI VARIOUS '(FRASIER ANNEXATION) ^�'\
REORCAMF NEW N0.97-JL
T— BONITA (/�/— _ _ "cnsnNc ICiffMS A NEWPORr Bench eavNDARr PER
— — — — — —I— —' I _ _ __ _ VARIWS ANNENAIIONs,
CANYON ROAD CIYY OFIINVIN I "FASTING C?Y aF WNNE BDUVDARY PER R£ORCAMIZA 091
Na 9)_04.
R51 ^FASRNG CRYSTAL COVE STAT£PARK BOUNDARY,
80UNDARY LF DECD CRANIED TO WE MY OF LACUNA
NEW FORD / I /ry I BEAM AECOROLD XVF 27,1991 AS DOC.NO. 91-330557
ROAD / I `,{ I ® MOICAIES AIEEI NUMBER
oaI QSAN UOAQUIN HILLS TRANSPORTATION
CORRIDOR I P.QB. WDr0.AIES POINT OF BEGINNING
' '
•I" ..I., w I . I 1�1 NORAIES 1XINZWe 1.CONWa.STARW As N TO
NO TE
I � I I �l,V�) v I I WIB AO.USIVENT CONTAINS],999 ACRES MORE 0.4(ESS
UTy or
r�11
NBEACHY \T�' , S^ I I I -
rt 1' I I P EPARM BY MyyVE���00DgP MOM M Y. SLT&VRVEY HAS
rla �]1r I I 9EfN COV ANYR NO
sSLWNA HA
/ / 4 lAllp
M.
CPYBYAL I e4po
TAT — REN 5.PLUMPER LS 6641
^ Y STATE AEgSWARa4 ENP/Rfs¢/Jr/Os
a I PAflN I e E-RESL }
Ito fi6A l
I �I' WIS PROPOSAL DOES MEET R6 APPROVAL d' -.-
PACIFIC COAST I I ORANGE mw+r�r.�U,.R�Erans ancE
ImH GHWAY I I w ISZ,"LOAYTxEML)= 1001
,pr:0 suq\
4 NCRNA$GWNTYsOR,L.S..dAOB p5{p,a?Nor
"•.,.`
License Comes O/JQ/O/v)al R
I °reos cnuAo
Q
INDEX,wl.. EXHIBIT "B" An xct Design Cpnault¢mts
92 MC1G Tv SHEET NUMBEp (-NE}IPORT COAST'ANNEK.AOW >o Nv s+rcv+'�rivis eoo.so.MNor.� v ewa+
CA01-06 TO WE CITY OF NEWPORT BEAW) ma•mtenr vex aae ova
IJSIEXOlow
i
VXHIBIT
EXHIBIT C- PLANNING AND ENVIRONMENTAL HISTORY
Date Document Action/Approval Relationship to Proposed Project
1976-79 Irvine Coastal Community Approved by the Established a maximum residential build out for Irvine Coast of
General Plan Amendment, County;denied by the 12,000 DUs. Acted as.County General Plan and proposed as first
- Final Elk No. 134. California Coastal coastal LCP to,Coastal Commission.
Commission(as LCP
document)
19821 Irvine Coast Local Coastal Approved by the Established as first LCP for Irvine Coast. Maximum residential build
1983 Program 80-41Land Use County certified by ' out of 2,000 units,provided other land uses,development policies,
Element Amendment 80-4; the California Coastal and regulations. Determined Coastal Act Consistency. For PA 3
Supplemental EIR No. 237, Commission (similar area to proposed project area)established maximum of 85
LCP Implementation Action SF DUs. PA14:250 ovemight accommodations and 25,000 square;
Plan. feet of related commercial uses.
1987/ First Amendment to the Approved by the Established a maximum residential build out of 2,600 units, land
1988 Irvine Coast Local Coastal ' County,and certified uses,intensity of use,development policies,and regulations.
Program Land Use.Plan by the Califnmia Determined Coastal Act consistency. Similar land use designations
and Implementing Coastal Commission and build out within proposed project area as was approved in the
Ordinance for the Irvine 1982 LCP.
Coast Planning Unit.
19881 FEIR No. 486,Irvine Coast Certified by the Serves as an implementing mechanism for the Irvine Coast LCP.
1996 Planned Community ' County of Orange Addressed impacts based on build out of project pursuant to the.
Development Agreement, 1988 LCP and Development Agreement.
Addendum for
Development Agreement
Flrst Amendment '
1988 FEIR No.485, Irvine Coast Certified by the Addressed environmental Impact of backbone Infrastructure,
Planned Community County of Orange roadways,and subdivision of 2,813 acres,evaluating 23 of 44'
Master Coastal Master CDP land use planning areas. EIR analysis included PAs
Development Permit MCDP 3A,3B and 14;addressed constructlon of Sand Canyon Avenue
88-IIP and Vesting"A" through PAs 3A and 3B;partial widening of PCH along The Irvine
Tentative Tract Map No. Company property;construction of backbone'dralnege system as
13337, recommended in the RMDRMP;construction and/or relocation of
master utilities and oonstruction of backbone
domestic water storage and distribution system and backbone
wastewater collection system. FEIR 485 did not address specific
development proposals for residential;tourist commercial,or golf
course development. Subsequent Elft,in conjunction with
subdivision"B"maps and project Coastal Development Permits,
have addressed area specific proposals.
1989 • Final CIR No. 511, Irvine Certlfled by the Evaluated construction level Impacts fol 11 Individual projects
Coast Planned Community, County of Orange (residential and golf course uses)in addition to the realignment of
Phase 1. Lower Loop Road(now named Pelican Hill Road), Included PAs.
3A..3B, 14. Proposed development in PAs 3A,•3B,and 14,as .
addressed in FEIR 511,was low density(estateimstom lot)
residential units. FEIR 511 addressed the First Amendment to the
MCDP and the Second revised Vesting"A"Tentative Tract map
13337, As part of the First Amendment to the MCDP,planning area
boundaries,including those of 3A,3B,and 14,were adjusted from
boundaries established In the original MCOP and LCP documents;
and development densities in PAs 3A and 38 were changed from 0-
2 du/ac as stated In the certified LCP,to 0.3 dulac in the MCDP First
Amendment.
1989 Refined Master Drainage ,Approved by theRecommended backbone drainage Improvement system for the
and Runoff Management County of Orange NCPC. Drainage and sedimentation control measures are included
Plan as part of each subsequent development project within the
MCOPINCPC. The RMDRMP addressed facilities to mitigate
increased peak runoff volumes and rates due to planned
development. The RMDRMP is the master improvement plan from
which subsequent site specific storm runoff management pians for
NCPC development areas are derived. Each development project
must engage a runoff management system that will maintain post-
project flow rates to within ten percent of the pre-developed
condition,in accordance with the certified LCP.
EXHIBIT
Date Document n/Ai proval Relations Proposed Project
1991 Final EIR 517 Approved Certified San Joaquin Hills PC
Addendum 1,Addendum SJHPC
Initial Study 1,Addendum PA21
No.PA9501191PA950120,
Addendum IP98-070
1994 Addendum to FEIR No. Certified by the Site Development Permit to allow mass grading In PA 3A and for a
511-PA 940113 Site County of Orange borrow site(In PA 3B)in an area previously analyzed for.
Development development.
PemdtANishbone Hill
Gradin
1995 Mitigated Negative Approved by the Negative Declaration addressed potential environmental effects,of
Declaration No. IP-95-100, County of Orange deleting segments of Sand Canyon Avenue and San Joaquin Hills
Transportation Element Road from the County Master Plan of Arterial Highways(MPAH).
Amendment 95-1 Most relevant to the proposed project, NC Phase IV-2,the approval
,of the MPAH amendments removed the master planned segment of
San Canyon Avenue from Its existing terminus just north of PCH to
the San Joaquin Hills Transportation Corridor(SJHPC),and deleted
the then planned interchange of San Canyon Avenue at the SJHPC.
The removal of this planned segment was the result of changes in
future land uses in the City of Irvine(PA 22)that would result in
more open space/less development and in unincorporated Orange
County property/Newport Coast/Newport Ridge
areas. Therefore,San Canyon Avenue north of PCH has been
changed In name(application.in review at County)to Crystal Cove
Drive,and will serve as a community'access/entry street rather than
a Court arterial.
1995 Ord.#3931 &Reso#95- Approved by County PA22,Newport Ridge PC
180, of Oren e
1996 Second Amendment to the Approved by the The LCP Second Amendment further modified the LCP by adjusting
'Newport Coast Local County of Orange, planning area boundaries and open space boundaries adjacent to .
Coastal Program Land Use and certified by the Crystal Cove State Park to improve habitat connectivity;the Second
Plan and Implementing California Coastal Amendment Increased the maximum number of dwelling units.
Ordinance for the Newport Commission allowed in undeveloped planning areas to match the low and of
Coast Planning Unit density ranges established by the land use categories while
maintaining the maximum allowed 2,600 total dwelling units in the
NCPC;technical revisions were made to the LCP including name
changes to roads and planned communities.
1996. Natural Community Certified by the Addressed NCCP/HCP for Central/Coastal Orange County. Plan
Conservation Plan and County of Qrange, Includes 37,000 acre reserve system,authorizeaincidental take of
Habitat Conservation Plan California Department coastal sagescrub, and provides regulatory coverage for 39
Joint Programmatic FEIR' .of,Fish and Game, individual species. The proposed project site Is not within the NCCP
No.553IFEIS 95-26 and U.S. Fish and Reserve since the site was master planned for development.
Wildlife Service Mitigation measures prescribed in FOR 51 Tand FEIR 55311FEIS 96-
26(NCCP)pertain to project Impacts to coastal sage scrub and are
a plied in this EIR.
1998 Addendum to Final E1R No. Adopted by the Addressed proposed amendments to the Central and Coastal
$53 for the County of County of Orange NCCP/HCP to reflect relevant provisions of the Second.Amendment
Orange Central and to the Newport Coast Local Coastal Program(LCP). The
Coastal Sub region Natural amendments to the NCCP/HCP included a)revisions to the Coastal
Community Conservation Subarea Reserve to reflect new development and open space
Plan and Habitat configurations provided for In the'LCP Second Amendment;b)
Conservation Plan corresponding elimination of certain Special Linkage Areas,and c)
provisions for infrastructure to be located in areas proposed to be
added to the Coastal Subarea Reserve. The amendments to the
Reserve System boundaries represent amoverall increase in total
acreage of the Coastal Subarea Reserve,and significant
improvements in wildlife connectivity within the Reserve S stem:
1997 Addendum PA 970046 to Certified by the Addressed a modified development plan for one-half of Planning
EIR No,511 County of Orange Area 3A;known as Development Area(DA)3A-1. The proposed
ro ect site is not within DA 3A-1.
L'A
Date Document n/Approval Relationsholb,Proposed Project
1997- PEER 568, Phase IV-2 of Certified by the Evaluated construction level impacts for PA 3A-2,36, 12B and 14,
1998 the Newport Coast Planned County of Orange including:shifting of development area boundaries;extending
Community, Newport Coast development into lower Los Trancos Canyon;providing for
Planning Areas 3A-2, 3B, neighborhood commercial uses near PGH,and Increasing flexibility
14;MCDP Sixth for tourist commercial uses in PA14; The project establishes
Amendment and Coastal infrastructure and mass pads to facilitate future residential
Development Permit; TTMs development and commercial projects in PA 3A-2,3B,recreation in
15444 and 15446.1 PA 12B and toudstMsitor uses In PA14. TTMs 15444 and 15446
subdivide the project for financing and conveyance purposes.
1998 FEIR 569,Phases IV--3 and Certified by County of Evaluated construction level impacts for PAs 4A,46,5,6, 12C.12E
IV-4 of the Newport Coast Orange and 12G. Uses proposed include residential and recreation:
Planned Community, Included:MCDP Seventh Amendment-Program analysis of 335
Newport Coast Planning residential units In Phase IV-3,24 groes acre private recreation
Areas 4A, 49,5, 6, 12C, facility in 12E, 300 residential units In Phase IV-4,shifting of
12E,and 12G and MCDP planning area boundaries;shifting of de4elopment from PA12G;
Seventh Amendment; TTM increase the maximum number of residentlsl units allowed in
15447 underdeveloped planning areas,adjustment/expansion at the types
of recreation;subdivision of PA Into development components,
deletion of appealable areas;relocation of 66KU transmission of an
emergency access/utility mad in county open space. TTM 15447- ,
mass grading and infrastructure, including construction of major
circulation Improvements,drainage structures and utility
improvements;State Parks Public Works Plan-amendments to allow
for[improvement and maintenance within Crystal Cove State Park,
1998 Addendum covering:Land Approved by County SJHPC PA 22 Re-named Newport Ridge PC
Use Element LU98-1 of Orange
Community Profrle
Amendment CPA98-1;
Zone Change 3C-98-1
(naso 98-87);
Site Development Permit
98-W 17;
Local Parks
Implementation Plan PM
92-01;
TTM 15333 PA21
P.C. Resp 95-20;
TTM 15717,'
TTM.15134, 15135;
VTTM 15585,• PA22
77M 15934, 16037;
PA 99-015 for Site
DevelopmentPermit 00- .
0029 SDP;
TTM 15935
1999 Addendum No.PA980117 Approved by County San Joaquin Hills PC;PA 21
of Orange
2000- Coastal Commission Approved by Seventh Amendment for NCPC. Proposed project includes mass
2001 Appeal,No.A5-IRC-99- California Coastal grading, back lane infrastructure for future residential and
301A Commission recreational development in PA 4A,4B,5,(northeaster 2C),6, 12C,
offer to dedicate open space in 12E and 12G and approval of TTM
15447. Also includes 1.6 acres of Needlegrass restoration and
riparian mitigation totaling approximately 3'acres to mitigate.0529
acres of wetland impact and approximately seven miles of"non-
wetland"waters of the U.S.
0 VRAPT AuMt 29.200
Page 16 of 16
Exhibit D
List of County Development Approvals
The components of the Development Plan-as shown by various Development Approvals include:
A. Newport Coast Local Coastal Program 2nd Amendment and all further amendments adopted
before the City assumes permit issuing authority for the property as provided for within this
Agreement. The Newport Coast Local Coastal Program, 2nd Amendment was approved by the
California Coastal Commission on October 10, 1996; certified by the County of Orange Board of
Supervisors on December 3, 1996 (Resolution No. 96-861 and Ordinance No. 096-3974); and
Certified by the California Coastal Commission on January 21, 1997;
Q. Newport Ridge Planned Community Program: Approved by the County of Orange Board of f
Supervisors on March 17, 1998 (Resolution Nos. 98087 and 98-88; Ordinance No. 98-3);
C. Newport.Coast Master Coastal Development Permit 7`n Amendment (PA 970152); Approved by
the County of Orange Planning Commission on July 21, 1998;
D. First Amendment to the Irvine Coast Development Agreement: Recorded April 2, 1997 (No.
19970149745); and
E, Related secondary implementing approvals, permits, and actions pursuant to and consistent
with the foregoing (e.g. subdivision maps, individual coastal development permits, grading plan
approvals and permits, etcetera). •.
F. An Annexation and Development Agreement between the City of Newport Beach, The Irvine
Company, and Irvine Community Development Company; approved by the Newport Beach City
Council on July 24, 2001,
I ,
EXHIBIT E
MITIGATION MEASURES
Che term Mitigation Measures includes, but is not limited to, the mitigation measures approved in
conjunction with the certification or approval of the following environmental and planning documents.
This Exhibit.is for information only and does not constitute any modification or amendment or any
mitigation measure or condition adopted with reference to the Project. The environmental
documents listed in this Exhibit are on file in the Planning Department of the City of Newport Beach.
1, Irvine Coastal Community General Plan Amendment, Final EIR No. 134;
2. Irvine Coast Local CoastalProgram 80-4.1and Use Element Amendment 80-4; Supplemental
EIR No. 237; LCP Implementation Action Plan;
3. FEiR No. 486, Irvine Coast Planned Community Development Agreement. Addendum for
Development Agreement First Amendment
4. FEIR No. 485, Irvine Coast Planned Community Master Coastal Development Permit MCDP
88-11P and Vesting "A" Tentative Tract Map No. 13337
5. Final EIR No. 511, Irvine Coast Planned Community, Phase I
6. Refined Master Drainage and Runoff Management Plan
7. Addendum to FEIR No, 511-PA 940113 Site Development PermitAMshbone Hill Grading
8, Mitigated Negative Declaration No. IP-95-100, Transportation Element Amendmerit 95-1
9. Natural Community Conservation Plan and Habitat Conservation Plan Joint Programmatic
FEIR No. 553IFEIS 9646
10. Second Amendment to the Newport Coast Local Coastal Program Land Use Plan and
Implementing Ordinance for the Newport Coast Planning Unit
11. Addendum to Final EIR No. 553 for the County of Orange Central and Coastal Subregion
Natural Community Conservation Plan and Habitat Conservation Plan
12. Addendum PA 970046 to EIR No. 511
EXHIBIT F +
AFFORDABLE HOUSING IMPLEMENTATION PLANS
The term Affordable Housing Implementation Plans refers to two plans prepared for the
Environmental Management Agency of the County of Orange. The plan for that portion of the
Property within the Coastal Zone - identified as the "Affordable Housing Implementation Plan - Irvine
Coast Planned Community" -Was prepared by Affordable Housing Consultants and was approved
by the County on October 29, 1991.
The plan for the Newport Ridge- identified as the "Affordable Housing Implementation Plan —The
San Joaquin Hills Planned Community"- was prepared by FORMA and was approved by the
County on November 2, 1995.
These Affordable Housing Implementation Plans are available for public inspection in the Planning
Department of the City of Newport Beach during normal business hours.
Planning Commission Resolution No. 2031
Page 6 of 6
Exhibit "B"
Existing Agreement (Including Exhibits)
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: City Clerk
(Space Above This Line Is for Recorder's Use Only)
This Amendment is recorded at the request and for the
benefit of the City of Newport Beach and is exempt
from the payment of a recording fee pursuant to
Government Code §§ 6103 and 27383.
FIRST AMENDMENT TO
ANNEXATION AND
DEVELOPMENT AGREEMENT
between'
THE CITY OF NEWPORT BEACH,
THE IRVINE COMPANY,
and
IRVINE COMMUNITY DEVELOPMENT COMPANY
CONCERNING THE NEWPORT
COAST AND ADJACENT
PROPERTIES
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT ("Amendment') is executed
this day of , 2016,by and between: (1) the City of Newport Beach, a municipal
corporation and charter city("City'), (2) the Irvine Company, a Delaware corporation licensed to do
business in California("TIC"), and PH Finance LLC, an affiliate of TIC ("Affiliate"). The City,
TIC, and the Affiliate shall individually be referred to as "Party" and shall collectively be referred to
as the"Parties."
RECITALS
1. In 2001,the City, TIC, and Irvine Community Development Company entered into the Annexation
and Development Agreement Between The City of Newport Beach and The Irvine Company and
Irvine Community Development Company Concerning the Newport Coast and Adjacent Properties
("Development Agreement") for the annexation and development of approximately 7,799 acres
along Newport Coast("Property'). The Property is described on Exhibit A to the Development
Agreement and is depicted on Exhibit B to the Development Agreement.
2. The Property was annexed into the City on January 1, 2002. Unless otherwise amended, the
Development Agreement will expire on January 1,2017.
3. Since 2001, TIC and/or the Affiliate have developed a portion of the Property. However, other
portions of the Property remain undeveloped, or developed to an extent that is less than permitted by
the Property's entitlements, due to current market conditions. The Parties wish to ensure that certain
development regulations contained in the Development Agreement that are in effect through January
1, 2017, continue to govern these portions of the Property. Therefore, the Parties wish to extend the
term of the Development Agreement by an additional fifteen(15) years.
4. This Amendment is intended to be an amendment pursuant to California Government Code Section
65868 and Newport Beach Municipal Code ("NBMC") Chapter 15.45. This Amendment has been
considered and approved in the same manner as the Development Agreement with public hearings
pursuant to California Government Code Section 65867 and NBMC Chapter 15.45.
5. The Property is governed by the previously certified and currently effective Newport Coast segment
of the Orange County Local Coastal Program ("LCP") Second Amendment. Because the Property is
governed by the certified LCP, this Amendment is effective upon approval by the City Council and
no further approval need be obtained from the California Coastal Commission.
6. The Property is subject to the Cooperative Agreement between the County of Orange("Count ')
and the City, dated October 9, 2001 ("Cooperative Agreement"). Pursuant to the Cooperative
Agreement, the County shall retain land use authority for the Property until: (1) the development of
the Property is complete; or(2) the City agrees to assume municipal land use authority. The
Cooperative Agreement between the County and the City remains in full force and effect until all
entitlement granted by the Development Agreement has been completed, or unless the conditions for
expiration specified in Section 51302 of the Government Code are satisfied.
7. The City Council has evaluated the potential environmental impacts of this Amendment and has
determined that any potential impacts have been analyzed pursuant to the environmental documents
listed in Exhibit C to the Development Agreement, which were prepared in accordance with the
California Environmental Quality Act ("CEOA"). There are no circumstances present that would
require a new, subsequent or supplemental environmental impact report for this Amendment,under
the provisions of CEQA.
8. On [date], 2016, City's Planning Commission held a public hearing on this Amendment, made
findings and determinations with respect to this Amendment, and recommended to the City Council
that the City Council approve this Amendment.
9. On [date], 2016, the City Council also held a public hearing on this Amendment and considered the
Planning Commission's recommendations and the testimony and information submitted by City
staff, TIC, Affiliate, and members of the public. On [date], 2016,pursuant to the applicable state
law (California Government Code sections 65864-65869.5) and local law (NBMC Chapter 15.45),
the City Council adopted its Ordinance No. finding this Amendment to be consistent
with the City of Newport Beach General Plan and approving this Amendment.
AGREEMENT
NOW, THEREFORE, City and TIC agree as follows:
1. Property. As set forth in Sections 2.2 and 2.3 of the Development Agreement, the Development
Agreement has been extinguished as to properties that are no longer owned by TIC or a TIC affiliate.
2. Effective Date. This Amendment shall not become effective and no Party shall have any rights or
obligations hereunder until the"Effective Date,"which for purposes of this Amendment shall mean
the thirty-first(31 st) day following the approval or adoption of this Amendment by the City Council
and signature by the City. ;
3. Term. Section 10.1 of the Development Agreement is amended to read as follows:
"This Agreement shall continue in full force and effect until the earlier of
the following: (i) January 1, 2032; or (ii) the date this Agreement is
terminated pursuant to Section 7.3 of this Agreement."
4. Land Use Regulations. The rules,regulations, and official policies governing the permitted uses of
land, density, design, and improvement of the remaining portions of the Property(the "Land Use
Regulations") shall continue to be those defined in Section 1.1.9 of the Development Agreement.
These Land Use Regulations shall not be changed during the Term of this Amendment except upon
the written consent of the Parties.
5. Future Amendments. TIC and the Affiliate may, with the approval of the City, separately amend the
Development Agreement as to each entity's own parcel(s) located within the Property.
6. No Third Party Beneficiaries. The only parties to this Agreement are the City, TIC, and the
Affiliate. This Amendment does not involve any third party beneficiaries, and it is not intended and
shall not be construed to benefit or be enforceable by any other person or entity.
7. Notice of Intention to Amend. In enacting this Amendment, the City has provided for public notice
and hearing in the manner provided by California Government Code Section 65867.
8. Compliance with NBMC Chapter 15.45 and California Government Code Section 65867.5. NBMC
Chapter 15.45 and California Government Code Section 65867.5 provides that a development
agreement is a legislative act that shall be approved by ordinance and subject to referendum. A
development agreement shall not be approved unless the City Council finds that the provisions of the
agreement are consistent with the general plan and any applicable specific plan. These requirements
of NBMC Chapter 15.45 and California Government Code Section 65867.5 have been satisfied by
the City's finding that this Amendment is consistent with the City's General Plan, and the City's
approval of this Amendment by ordinance.
9. Compliance with NBMC Title 19 and California Government Code Section 66473.7. The area
subject to the Amendment may include a future subdivision, and the City may, in its sole and
absolute discretion, approve certain tentative maps for such subdivision. Any such subdivision will
comply with all applicable provisions of NBMC Title 19 and the Subdivision Map Act including, but
not limited to, California Government Code Section 65867.5 in that any tentative maps will be
approved by the City in compliance with California Government Code Section 66473.7.
10. Section Headings. All section headings are inserted for convenience only and shall not affect
construction or interpretation of this Agreement.
11. Authority to Execute. The persons executing this Amendment warrant and represent that they have
the authority to execute this Amendment on behalf of the party for which they are executing this
Amendment. They further warrant and represent that they have the authority to bind their respective
party to the performance of its obligations under this Amendment. The City Manager or his/her
designee has the authority to implement the teens of this Amendment and execute any documents in
furtherance of the terms of this Amendment and the Development Agreement so long as they have
been reviewed and approved as to form by the City Attorney.
12. Recordation. This Amendment and any amendment,modification, or cancellation to it shall be
recorded in the Office of the County Recorder of the County of Orange, by the City of Newport
Beach City Clerk in the period required by California Government Code section 65868.5 and NBMC
Section 15.45.090.
13. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which
shall be identical and may be introduced in evidence or used for any other purpose without any other
counterpart, but all of which shall together constitute one (1) and the same Amendment.
14. Indemnity Obligations of TIC.
14.1 Indemnity Arising From Acts or Omissions of Developer.
Except to the extent caused by the intentional misconduct or gross active negligence of City or one
(1) or more of City's officials, employees, agents, attorneys, and contractors (collectively, the
"City's Affiliated Parties") , TIC shall indemnify, defend, and hold harmless City and City's
Affiliated Parties from and against all suits, claims, liabilities, losses, damages,penalties,
obligations, and expenses (including but not limited to reasonable attorneys' fees and costs)
(collectively, a"Claim") that may arise, directly or indirectly, from the acts, omissions, or operations
of TIC or TIC's agents, affiliates, contractors, subcontractors, agents, or employees in the course of
development of the project or any other activities of TIC relating to the Property or pursuant to this
Amendment. City shall have the right to select and retain counsel to defend any Claim filed against
City and/or any of City's Affiliated Parties, and TIC shall pay the reasonable cost for defense of any
Claim. The indemnity provisions in this Section 14.1 shall commence on the date of the adopting
ordinance and shall survive the termination of the Development Agreement.
14.2 Third Part} Litigation.
In addition to its indemnity obligations set forth in Section 14.1, TIC shall indemnify, defend, and
hold harmless City and City's Affiliated Parties from and against any Claim against City or City's
Affiliated Parties seeking to attack, set aside, void, or annul the approval of this Amendment,the
Development Agreement, any of the development regulations for the project(including without
limitation any actions taken pursuant to CEQA with respect thereto), any subsequent development
approval, or the approval of any permit granted pursuant to this Amendment. Said indemnity
obligation shall include payment of reasonable attorney's fees, expert witness fees, and court costs.
City shall promptly notify TIC of any such Claim and City shall cooperate with TIC in the defense
of such Claim. City shall be entitled to retain separate counsel to represent City against the Claim
and the City's defense costs for its separate counsel shall be included in TIC's indemnity obligation,
provided that such counsel shall reasonably cooperate with TIC in an effort to minimize the total
litigation expenses incurred by TIC. In the event either City or TIC recovers any attorney's fees,
expert witness fees, costs, interest, or other amounts from the party or parties asserting the Claim,
TIC shall be entitled to retain the same(provided it has fully performed its indemnity obligations
hereunder). The indemnity provisions in this Section 14.2 shall commence on the date of the
adopting ordinance and shall survive the termination of the Development Agreement.
15.No Attorneys' Fees. In the event of any legal action or dispute between the Parties arising under this
Amendment, the prevailing Party shall not be entitled to attorneys' fees.
[SIGNATURE PAGE FOLLOWS]
SIGNATURE PAGE TO
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
"TIC"
THE IRVINE COMPANY LLC
By:
Its:
By:
Its:
"AFFILIATE"
PH FINANCE LLC
By:
Its:
By:
Its:
"CITY"
CITY OF NEWPORT BEACH
By:
Diane B. Brooks
Mayor
ATTEST:
Zeilani I. Brown
City Clerk
APPROVED AS TO FORM:
Aaron C. Harp
City Attorney
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
ss
COUNTY OF )
On 2016, before me, a Notary
Public, personally appeared who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Signature of Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
ss
COUNTY OF )
On 2016, before me, a Notary
Public, personally appeared who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Signature of Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the docur lent to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
ss
COUNTY OF )
On 2016, before me, a Notary
Public, personally appeared who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the
entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Signature of Notary Public