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04_Annual Review of North Newport Center DA_PA2009-023
CITY OF NEWPORT BEACH ZONING ADMINISTRATOR STAFF REPORT a October 24, 2019 C'4GIFOFN/ Agenda Item No. 4 SUBJECT: Annual Review of the North Newport Center Zoning Implementation and Public Benefit Agreement (PA2009-023) • Development Agreement No. DA2007-002 SITE LOCATION: Fashion Island; Block 100, Block 400, Block 500, Block 600, and Block 800 of Newport Center Drive; and San Joaquin Plaza APPLICANT/OWNER: Irvine Company PLANNER: Benjamin M. Zdeba, AICP, Associate Planner 949-644-3253, bzdeba@newportbeachca.gov LAND USE AND ZONING • General Plan: Regional Commercial (CR), Regional Commercial Office (CO-R), Medical Commercial Office (CO-M), Multiple Unit Residential (RM), and Mixed-Use Horizontal (MU-H3) • Zoning District : North Newport Center Planned Community (PC-56) PROJECT SUMMARY An annual review of the Zoning Implementation and Public Benefit Agreement for North Newport Center, pursuant to Newport Beach Municipal Code (NBMC) Section 15.45.080 (Periodic Review) and Section 65865.1 of the California Government Code. RECOMMENDATION 1) Conduct a public hearing; 2) Find the review exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15321 (Class 21 — Enforcement Actions by Regulatory Agencies) of the CEQA Guidelines, because it has no potential to have a significant effect on the environment; 3) Find that the applicant has demonstrated good faith compliance with the terms of the Zoning Implementation and Public Benefit Agreement; and 4) Receive and file the North Newport Center Zoning Implementation and Public Benefit Agreement Annual Report Year 2018 (Attachment No. ZA 2). 1 Annual Review of the North Newport Center Zoning Implementation and Public Benefit Agreement (PA2009-023) Zoning Administrator, October 24, 2019 Page 2 DISCUSSION NBMC Section 15.45.080 (Periodic Review) requires the City to periodically review development agreements to determine if the applicant has complied with the terms of the agreement. This review should be conducted at least once every 12 months. The applicant is required to demonstrate good faith compliance with the terms of the agreement, and should the Zoning Administrator believe the applicant has not complied in good faith with the agreement, the Zoning Administrator should refer the matter to the City Council. Background On December 18, 2007, the City Council adopted Ordinance No. 2007-21 approving Development Agreement No. DA2007-002 ("DA") between the City and Irvine Company. The DA granted Irvine Company entitlement and transfer rights within the North Newport Center Planned Community (NNCPC). At the time the DA was approved, NNCPC consisted of Fashion Island, Block 600, portions of Block 500 and San Joaquin Plaza. Since then, portions of Block 100, Block 400, and the entirety of Block 800 have been incorporated into the NNCPC. On June 6, 2012, the City Council approved an amendment to the DA, which incorporated these additional remaining sub-areas within the NNCPC. On November 10, 2015, the North Newport Center Planned Community was expanded to include two existing buildings within the 500 block of Newport Center Drive; however, the DA was not amended to include the expanded area. The DA specifies the permitted uses, density and intensity of development through the application of the NNCPC text, circulation improvements, public benefits, and dedication of street rights-of-way and open space. The DA vests Irvine Company's right to develop regional commercial, office, mixed-use, and residential uses in North Newport Center as depicted in Table 1. The term of the DA is 25 years and it expires in 2032. The DA is available online at http://www.newportbeachca.gov/developmentagreements. The last annual review, conducted on April 26, 2018, covered activities occurring in 2017, and the Zoning Administrator found Irvine Company to be in good faith compliance with the agreement. This review is for activities occurring during the 2018 calendar year. 2018 Development Activity Table 1 summarizes the entitlement and building activity for the NNCPC that occurred in 2018. Several projects are under construction within the planned community, but only completed activities with certificates of occupancy are included in Table 1, unless otherwise noted. In total, 32 building permits were issued in 2018, for various tenant improvements. One permit (X2018-0400) altered the storefront of the tenant space presently occupied by BCBG and effectively added 66 square feet of gross floor area. A second permit (X2017-2237) allowed the renovation of the Island Cinemas tenant space Tmp1t:07/25/19 Annual Review of the North Newport Center Zoning Implementation and Public Benefit Agreement (PA2009-023) Zoning Administrator, October 24, 2019 Page 3 for a new operator and tenant ("The LOT'). The improvements resulted in the removal of 230 existing theater seats for a new total of 450 seats. All other building permits were for tenant improvement or landlord work, which did not result in any changes to gross floor area. Table 1: 2018 Development Activity Summary Sub- Existing Remaining Area Entitlement Completed Activity Development Entitlement 12/31/2018 12/31/2018 1,523,416 sq. ft. Added 66 sq. ft. by of regional altering storefront 1,519,223 sq. ft. 4,193 sq. ft. Fashion commercial (X2018-0400) Island Removed 230 450 theater 230 theater 680 theater seats theater seats seats seats X2017-2237 Block 121,114 sq. ft. 121,114 sq. ft. 0 sq. ft. 100 of office/commercial Block 91,727 sq. ft. 91,727 sq. ft. 0 sq. ft. 400 of office/commercial Block 623,525 sq. ft. 622,622 sq. ft. 903 sq. ft. 500 of mixed use Block 1,605,899 sq. ft. 1,310,899 sq. ft. 0 sq. ft. 600 of mixed use 295 hotel rooms 295 hotel rooms 0 hotel rooms 286,166 sq. ft. 286,166 sq. ft. 0 sq. ft. Block of office/commercial 800 245 residential units 245 residential 0 residential units units San 95,550 sq. ft. 95,550 sq. ft. 0 sq. ft. Joaquin of office/commercial Plaza 524 residential units 524 residential 0 residential units units Future Activities Any remaining terms and conditions shall be completed pursuant to the timing or milestone requirements depicted in the Annual Report (Attachment No. ZA 2). After reviewing the Annual Report and applicable documents, staff believes that Irvine Company has complied in good faith with terms and conditions of the DA. Tmplt.07/25/19 Annual Review of the North Newport Center Zoning Implementation and Public Benefit Agreement (PA2009-023) Zoning Administrator, October 24, 2019 Page 4 ENVIRONMENTAL REVIEW This project is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15321 (Class 21 — Enforcement Actions by Regulatory Agencies) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on the environment. This section exempts actions by regulatory agencies to enforce or revoke a lease, permit, license, certificate, or other entitlement for use issued, adopted, or prescribed by the regulatory agency or enforcement of a law, general rule, standard, or objective, administered or adopted by the regulatory agency. PUBLIC NOTICE Notice of this review was published in the Daily Pilot, mailed to all owners of property within 300 feet of the boundaries of the site (excluding intervening rights-of-way and waterways), including the applicant, and posted on the subject property at least 10 days before the scheduled hearing, consistent with the provisions of the Municipal Code. Additionally, the item appeared on the agenda for this meeting, which was posted at City Hall and on the City website. APPEAL PERIOD An appeal or call for review may be filed with the City Clerk within 14 days following the date of action. For additional information on filing an appeal, contact the Planning Division at 949- 644-3200. Prepared by: /V,J- A - B i eba, AICP A ociate RIAnner GBR/bmz Attachments: ZA 1 Vicinity Map ZA 2 Annual Report (January 2018 — December 2018) Tmp1t:07/25/19 T Attachment No. ZA 1 Vicinity Map 5 PA2O09-023 �a FORD RD c i mar r CIS ��RD 0 P� Q �ti� c.+ SAINT c Oy CF RD T 9r J. 9L h O� ! _ " 0 c g a J m a J�' S7. pryMIGUELDR BpNNj�O�ry ,°�Q P oo`Ayr �yyyj a 12 89 y�R p '.'. - `cG9 Newport �t Beach Disclaimer: Every reasonable effort has been made to assure the accuracy of the data provided, however,The City of GAS0 Newport Beach and its employees and agents disclaim any and all responsibility from or relating to �aPogr any results obtained in its use. ° m 0 1,000 2,000 Imagery: 2009-2013 photos provided by Eagle Feet Imaging www.eagleaerial.com 4/4/2017 0 Attachment No. ZA 2 Annual Report (January 2018 — December 2018) North Newport Center Zoning Implementation and Public Benefit Agreement Annual Report Year 2018 (January 2018-December 2018) Prepared for: City of Newport Beach Planning Division Contact: Gregg Ramirez (949) 644-3219 Submitted by: Irvine Company 550 Newport Center Drive Newport Beach, CA 92660 Contact: Dan Miller (949) 720-2000 Prepared by: CAA Planning, Inc. 30900 Rancho Viejo Road,Suite 285 San Juan Capistrano, CA 92675 Contact: Shawna Schaffner (949) 581-2888 January 2019 2 9 Contents Introduction............................................................................................................................................... 1 Figure 1—Sub-Areas in North Newport Center Planned Community.............................................1 Summary Table—North Newport Center as of December 31, 2018............................................... 2 DevelopmentSummary............................................................................................................................. 2 FashionIsland ..................................................................................................................................4 Block100..........................................................................................................................................4 Block400..........................................................................................................................................4 Block500..........................................................................................................................................4 Block600..........................................................................................................................................4 Block800..........................................................................................................................................4 SanJoaquin Plaza.............................................................................................................................5 PublicBenefits...........................................................................................................................................6 PublicBenefits Table........................................................................................................................6 Ongoing Obligations and Public Benefits ................................................................................................14 CityConcurrence .....................................................................................................................................17 AnnualReport Distribution......................................................................................................................17 4.4 Circulation Enhancements to Public Right of Way—Completed 2013.............................................. 18 4.9 B. Fashion Island Water Quality Enhancements— Fashion Island Parking Areas..............................19 Fashion Island Non-Development Water Quality Treatment—Completed 2014......................... 19 Compliance to Date, Section 4.9, Paragraph B—Development Agreement.................................19 Annual Report—2018(January 2019) North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 2� 22 Introduction The purpose of the 2018 Annual Report (AR) for North Newport Center is to provide an accurate record of the development that has occurred within North Newport Center during 2018. The North Newport Center Planned Community Development Plan (NNCPC) as approved in 2007 included the following sub-areas: Fashion Island, Block 500, Block 600 and San Joaquin Plaza.The NNCPC was subsequently amended in November 2009 to include portions of Blocks 100, 400, 800 and an open space parcel from the Newport Village Planned Community. The NNCPC was amended again in 2011 to expand Block 800 to include the Pacific Mutual Financial Center. Subsequently in 2012,the NNCPC was amended to increase the allowable residential development intensity by a total of 94 units and allocating the 94 units plus the 430 residential units already allocated to the MU-H3 portions of the NNCPC solely to San Joaquin Plaza. In connection with the amendment to the NNCPC, an amendment to the Zoning Implementation and Public Benefit Agreement DA2007-002(Development Agreement)was approved.The Development Agreement amendment included the incorporation of portions of Blocks 100,400, the open space parcel in Newport Village, Block 800 in its entirety, as well as the additional 94 residential units. In 2015,the NNCPC was amended for a fourth time to allow for a transfer of development intensity from outside the NNCPC,to include a portion of Block 500,and to update various regulations. This AR contains several tables that show development within North Newport Center as a whole and development by sub-area. The tables provide a comprehensive review of the development within North Newport Center in terms of existing development,maximum development(allowed bythe General Plan)and developmentthat has occurred during 2018.The tables break down each sub-area of North Newport Center individually and track the area developed by land use, as applicable. A map that depicts the sub-areas within the NNCPC covered by this AR is shown as Figure 1. Figure 1 —Sub-Areas in North Newport Center Planned Community San Joaquin Plaza mn oevz na sy o i Block °yam 600 Block Boo Fashion Island Block Regional Center sao Block 100 �c P Jr 9J) t N Sub-Areas under Zoning Implementation and Public Benefit Agreement Annual Report-2018(January 2019) 1 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 Summary Table—North Newport Center as of December 31, 2018 Development Remaining Sub-Area Entitlement Existing Development during 2018 Entitlement 1,523,416 1,519,223 66' 4,193 680 theater seats 450 theater seats 2 230 seats were demolished as part 230 theater seats Fashion Island of the Island Cinema renovation. or The NNCPC allocates 16.1765 s.f 3,720 s.f.3 per theater seat.The demo of 230 seats equates to 3,270 s.f.3 Block 100 1 121,114 121,114 -- 0 Block400 91,727 91,727 0 Block 500 623,525 622,622 903 Block 600 11605,8994 1,310,899 0 295 hotel rooms 295 hotel rooms 0 Block 800 286,166 286,166 0 245 residential units 245 residential units San Joaquin Plaza 95,550 95,550 0 524 residential units 524 0 All numbers in this table are shown in square feet(s.f.)unless otherwise indicated. I "BCBG X2018-0400 2 When adopted on December 18,2007 the North Newport Center Planned Community(NNCPC)theater entitlement for Fashion Island was 1,700 seats which had a gross floor area equivalent of 27,500 s.f.(16.1765 s.f./seat).The 2008 Annual Report showed the theater entitlement as 1,700 seats with an existing development of 1,700 seats. In 2011,the theaters in Fashion Island were renovated and the number of seats was reduced by 1,020 seats.The 2011 Annual Report showed the theater entitlement for Fashion Island as 1,700 seats with an existing development of 680 seats and a remaining entitlement of 1,020 seats which had a gross floor area equivalent of 16,500 s.f.(16.1765 s.f./seat x 1,020 seats).In 2014,the gross floor area equivalent of 16,500 s.f.for the remaining entitlement of 1,020 seats was transferred to the Block 100 Sub-Area of the NNCPC. The 2014 Annual Report showed the theater entitlement for Fashion Island as 680 seats with an existing development of 680 seats and a remaining entitlement of-0-seats.In 2017,an application was submitted to again renovate the theaters in Fashion Island which will reduce the number of seats from 680 to 450,which represents a 230-seat reduction.This work was completed and a Certificate of Occupancy was issued on April 26, 2018,The theater entitlement for Fashion Island of 680 seats has been adjusted to reflect an existing development of 450 seats and a remaining entitlement of 230 seats or 3,720 s.f. 3 The remaining entitlement is 230 seats which has a gross floor area equivalent of 3,720 s.f.(16.1765 s.f./seat x 230 seats). 4 The General Plan entitlement figure includes allocations for hotel square footage,which is not represented in the Existing Development or Remaining Entitlement columns. Development Summary Annual monitoring of development is required by Development Agreement 2007-002 between the City of Newport Beach and Irvine Company as part of the North Newport Center Project which is in effect until 2032. Below is a list of permitsthat were issued within North Newport Center between January and December 2018. Note thatthe City bases the building permit gross floor area (g.f.a.) calculations on the Building Code definition and not the entitlement g.f.a. on the definition contained in the NNCPC, 41"Amendment, which is slightly different from the Building Code and excludes support uses(Section 11.3).Onlytwo of the permits issued in 2018 resulted in a change to the gross floor area and they are 1) the renovation at 999 Newport Center Drive of the "Island Cinema" in Fashion Island, now called the "Lot' (X2017-2237) which demolished 230 seats and, thereby, reduced the existing development from 680 seats to 450 seats and increased the remaining entitlement from 0 seats to 230 seats with a gross floor area equivalent of 3,720 s.f., and 2) the tenant improvement in Fashion Island at 241 Newport Center Drive of 'BCBG' (X2018-0400) which increased the development gross floor area in Fashion Island by 66 square feet. Annual Report—2018(January 2019) 2 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 13 Date Sub-Area Summary of Action Fashion Island Jan 2018 (Final) 565 Newport Center Drive(X2017-2531) Feb 2018 (Final) 401 Newport Center Drive(X2017-0429) Mar 2018 (Final) 999 Newport Center Drive(X2017-1435) Apr 2018 (Final) 999 Newport Center Drive-230 theater seats(X2017-2237) May 2018 (Final) 601 Newport Center Drive(X2017-2580) Jul 2018 (Final) 241 Newport Center Drive+66 s.f.(X2018-0400) Aug 2018 (Issued) 347 Newport Center Drive(X2018-1876) Aug 2018 (Issued) 879 Newport Center Drive(X2018-2484) Aug 2018 (Issued) 1119 Newport Center Drive(X2018-2552) Sept 2018 (Issued) 271 Newport Center Drive(X2018-2800) Sept 2018 (Issued) 817 Newport Center Drive(2018-2796) Sept 2018 (Issued) 1031 Newport Center Drive(2018-2756) Oct 2018 (Issued) 133 Newport Center Drive(X2018-3233) Nov 2018 (Issued) 347 Newport Center Drive(X2018-3444) Dec 2018 (Final) 1031 Newport Center Drive(X2018-2020) Block 500 Feb 2018 (Final) 500 Newport Center Drive(X2017-2904) Oct 2018 (Issued) 500 Newport Center Drive(2018-3251) Block 600 Jan 2018 (Final) 620 Newport Center Drive(X2016-4144) Feb 2018 (Final) 610 Newport Center Drive(X2017-1555) Feb 2018 (Issued) 610 Newport Center Drive(X2017-4036) Oct 2018 (Issued) 660 Newport Center Drive(X2018-3255) Oct 2018 (Issued) 690 Newport Center Drive()(2018-3121) Nov 2018 (Issued) 620 Newport Center Drive(X2018-3028) Nov 2018 (Final) 620 Newport Center Drive(X2018-3273) Dec 2018 (Issued) 660 Newport Center Drive(X2018-3633) Block 800 Oct 2018 (Issued) 5100 Colony Plaza(X2018-0290) Oct 2018 (Issued) 5100 Colony Plaza(X2018-0291) Oct 2018 (Issued) 5100 Colony Plaza(X2018-0292) Oct 2018 (Issued) 5100 Colony Plaza(X2018-0293) Nov 2018 (Issued) 4203 Colony Plaza(X2018-3307) San Joaquin Plaza Jul 2018 (Issued) 1000 San Joaquin Plaza(X2018-3307) Nov 2018 (Issued) 888 San Clemente Drive(X2018-3307) The tables below show development within North Newport Center by sub-area.All numbers are shown in gross square feet unless otherwise indicated.The tables are intended to track development annually and provide a comprehensive listing of development by land use. The "Demolished" column reflects the final square footage demolished, not the square footage stated in a demolition permit. Similarly, the 'Built' column reflects the square footage provided in a Certificate of Use and Occupancy and not the square footage stated in a building permit. Only two of the permits issued in 2018 resulted in a change to the gross floor area and they are 1)the renovation at 999 Newport Center Drive of the "Island Cinema", now called the "Lot' (X2017-2237) which demolished 230 seats and, thereby, reduced the existing development from 680 seats to 450 seats and increased the remaining entitlement from 0 seats to 230 seats with a gross floor area equivalent of 3,720 s.f.,and 2)the tenant improvement at 241 Newport Center Drive of"BCBG" (X2018-0400)which increased the development gross floor area in Fashion Island by 66 square feet Annual Report—2018(January 2019) 3 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 Fashion Island Existing Existing Entitlement Development Transferred/ Permitted Tracking Development Entitlement January2018 January2018 Converted Demolished (Demo/New) Built Number December2018 December2018 Land Use Regional Commercial 1,523,416 1,519,157 661 1,519,223 1,523,416 Theater Seats 680 680 230 seats2 450 680 1 BCBG'X2018-0400 2 "Lot"X2017-2237 Block 100 Existing Existing Entitlement Development Transferred/ Permitted Tracking Development Entitlement January 2018 January 2018 Converted Demolished (Demo/New) Built Number December2018 December2018 Land Use Office/Commercial 121,114 121,114 121,114 121,114 Block 400 Existing Existing Entitlement Development Transferred/ Permitted Tracking Development Entitlement January 2018 January 2018 Converted Demolished (Demo/New) Built Number December2018 December2018 Land Use Office/Commercial 91,727 91,727 91,727 91,727 Block 500 Existing Existing Entitlement Development Transferredl Permitted Tracking Development Entitlement January2018 January2018 Converted Demolished (Demo/New) Built Number December2018 December2018 Land Use Mixed Use Horizontal 623,525 622,622 622,622 623,525 3(MU-H3) Residential Units 0 0 0 0 Block 600 Existing Existing Entitlement Development Transferred/ Permitted Builtl Tracking Development Entitlement January2018 January2018 Recovered Demolished (Demo/New) C of 0 Number December2018 December2018 Land Use Mixed Use Horizontal 1,310,8993 1,310,899 1,310,899 1,310,899- 3(MU-H3) Residential Units 0 0 0 0 Hotel Rooms 295 295 295 295 3 Reflects only Office Entitlement. Block 800 Existing Existing Entitlement Development Transferred/ Permitted Tracking Development Entitlement January2018 January2018 Converted Demolished (Demo/New) Built Number December 2018 December 2018 Land Use Office/Commercial 286,166 286,166 286,166 286,166 Residential Units 245 245 245 245 Annual Report—2018(January 2019) 4 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 15 San Joaquin Plaza Existing Existing Entitlement Development Transferred/ Permitted Tracking Development Entitlement January2018 January2018 Converted Demolished (Demo/New) Built Number December2018 December2018 Land Use Mixed Use Horizontal 95,550 95,550 95,550 95,550 3(MU-H3) Residential Units 524 524 524 524 Annual Report—2018(January 2019) 5 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 10 Public Benefits The Public Benefits Table below lists all of the public benefits resulting from Development Agreement No. DA2007-002 entitled The Zoning Implementation and Public Benefit Agreement(Agreement)between the City of Newport Beach and Irvine Company Concerning North Newport Center and the Amendment to the Agreement approved in August 2012 (herein referred to as the Development Agreement). Public benefits are listed in Section 4 of the development agreement. Items that have been completed in previous reporting years are shown as Year Complete. Items completed in the current year are shaded.AHIP compliance was achieved this year leaving ongoing traffic fair-share fees and in-lieu park fees as the sole remaining Development Agreement obligations. Public Benefits Table Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone PaymentlContribution/Dedication Status In-Lieu Park Fees for Section 4.1 Regardless of whether a subdivision map is Landowner shall pay to City the greater of(i)the sum of Total payment as of Renovation of Oasis Paragraphs 1-2 approved for any or all of the residential units, $3,733,333.33(which is 113 of the total Park Fees to be December 31,2014:$3,733,333.33 Senior Center and and prior to and as a condition to City's paid to City under this Agreement)(the"Initial Park Fee") Responsible party: for Park Uses issuance of the First Residential Building or(ii)the applicable Per Unit Park Fees(if the First Irvine Company PeWit(bW I v t ear, e ' nildi Per it includes more than one ®Completed a h 1 esidential units.( ) Date:November 3,2014 COM ETERAIn0douttayIdlita LaaInitial Park Fee shall entitle in payment of the Per Unit Park Fees for the first one hundred forty-three(143) residential units to be developed on the Property. Section 4.1 Prior to and as a condition to City's issuance of Landowner shall pay to City the sum of$17,364.11 (the Total payment as of Paragraph 2 a building permit for development of the one difference between the Initial Park Fee and the total Per December 31,2014: 17 364.11 hundred forty-fourth(144th)residential unit on Unit Park Fees for 144 residential units) Responsible party: P Irvine Company CC)rM PP wpo er ck 2014 ®Completed Date:November 3.2014 In-Lieu Park Fees for Section 4.1 Prior to and as a condition to City's issuance of Landowner shall pay to City the sum of$26,046.51 per Number of units as of Renovation of Oasis Paragraph 2 each subsequent building permit for residential unit("Per Unit Park Fees") December 31,2014:286 Senior Center and development within that portion of the Property . Less$5,600,000.00 paid on 3/10109 per Section 4.1, Per unit: 26 046.51 for Park Uses Paragraph 4(See Page 6 of Annual Report) Total payment:$1,849,302.56 COMPLETE 2014 Responsible party Irvine Company ®Completed Date: November 3.2014 Annual Report—2018(January 2019) 6 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 27 Type of Fee, Development Contribution or Agreement Dedication Reference TiminglMilestone Payment/Contribution/Dedication Status In-Lieu Park Fees for Section 4.1 If Landowner sells any residential unit Landowner shall pay to City at the time of such sale of an Number of units sold as of Renovation of Oasis Paragraph 3 developed within the Property to a third-party individual residential unit the then-applicable park fee for December 31,2017: (units)0 Senior Center and purchaser in other than a bulk sale of all of the such unit as may be in effect at that time within the City of Park fee per unit: $ for Park Uses units in a single residential building Newport Beach,less a credit for the amount of the Per Unit Park Fee paid prior to that time. Total payment: $ 0 Responsible parry: Please see Section 4.1,paragraph 3 for additional Irvine Company information regarding Landowner's obligation to pay fees Completed and memorandums to be recorded against the title of each unit. In-Lieu Park Fees for Section 4.1 If,on the date that City awards a contract for Within five(5)days after City's award of the contract, Date that City awards a contract Renovation of Oasis Paragraph 4 renovation of the Oasis Senior Center,the total Landowner shall pay to City the difference("Park Fee for renovation of the Oasis Senior Senior Center and sum of both the Initial Park Fee and the Per Advancement).Landowner's payment of the Park Fee Center 3/10/2009 for Park Uses Unit Park Fees paid by Landowner to City to Advancement shall entitle Landowner to a credit against Check below if answer is"yes." date is less than the sum of$5,600,000 the Initial Park Fee(if not paid by the time the Park Fee Advancement is paid)and against the next Per Unit Park ®The total sum of both the Initial Park Fee Fees that otherwise would be due and payable to City and the Per Unit Park Fees paid by until the entire credit is exhausted.After such credit is Landowner to City is less than the sum of exhausted,prior to and as a condition to City's issuance $5,600,000(as of date above) of each subsequent building permit for residential If box above is checked,then COMPLETE 200 evelopment of any portion of the Property located Landowner shall pay to City ewport Center Block 500,Newport Center Block 600,or "Park Fee Advancement" an Joaquin Plaza,Landowner shall continue to pay the in the amount of: $5,600,000 Per Unit Park Fees as residential building permits are No initial park fees paid. issued. Lump sum payment to City: $5,600,000 Responsible party: Irvine Company M Completed Date: 3/10/2009 In-Lieu Park Fees for Section 4.1 Not specified City shall earmark$5,600,000 of the Park Fees to be paid Responsible party: Re c MPLETE y Landowner(one-half of the total Park Fees)as a City of Newport Beach S for a era 200 etching challenge grant to apply toward contributions to ®Completed date: Early 2009 fo ar s e renovation of the Oasis Senior Center. (prior to construction) In-Lieu Park Fees for Section 4.1 Not Specified City shall apply any Park Fees not spent by City on the Responsible party: Renovation of Oasis Paragraph 5 renovation of the Oasis Senior Center to any park use as City of Newport Beach Senior Center and determined by City.Landowner acknowledges that the ®Completed date: Early 2009 ctual amount of funds raised through the matching (prior to construction) hallene may beO A P ETE 200 mount raised shallalll ess not affethan ct the amou and that the for unt of Park Fees payable by Landowner to City. Annual Report—2018(January 2019) 7 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 28 Type of Fee, Development Contribution or Agreement Dedication Reference TiminglMilestone Payment/Contribution/Dedication Status Public Benefit Fee Section 4.2 Not specified Landowner shall pay to City the sum of$27,090,000 as Payment in the sum of$27,090,000 paid in Para 1 s h ecti 4.2 " ublic Benefit Fee"),of the full as of November 3,2014 OMPLETE v ee Responsible party: Irvine Company ®Completed 17126111 and 11/3/14 as indicated below) Section 4.2 Prior to and as a condition to the issuance of Landowner shall pay to City the sum of$13,545,000, Payment:as of Paragraph 1 thMrstuPLETE —650Newoo Cetiter Bhic ong-half of the Public Benefit Fee("Initial Public July si 2011 $13,545,000 C © 11 Responsible parry: Irvine Company ®Completed Section 4.2 Upon the issuance of building permits for the The balance of the Public Benefit Fee shall be paid to Building permits have been issued for 430 Paragraph 1 430 residential units authorized for City.The amount payable by Landowner to City for each residential units as of November 3,2014 development within the Property. such residential unit shall be the sum of$31,500. Total payment(balance of the Public Benefit C MPLETE 2014 Fee) 1 sto$310 This equates to 31,500 per unit for 430 units. Total payment as of November 3,2014 Responsible party: Irvine Company ®Completed Fair Share Traffic Section 4.3 The Property is subject to City's Fair Share The City is in the process of considering updates and Fair Share Traffic Fees Fees Paragraph 1 Traffic Contribution Ordinance,which requires amendments to its Fair Share Traffic Contribution paid for 2017: $None Required the payment of certain fair share traffic fees for Ordinance and its Fair Share Traffic Fees and that as a Responsible party: development("Fair Share Traffic Fees"). result of such updates and amendments the Fair Share Irvine Company Traffic Fee charged by City may be increased(the"Initial Fee Increase'). Notwithstanding any other provision set forth in the Development Agreement to the contrary,Landowner agrees that Landowner and the Property shall be subject to the modified Fair Share Traffic Contribution Ordinance including the increased fees payable pursuant to the Initial Fee Increase.This applies to square footage that was newly entitled under this agreement. Please see Section 4.3 of the Development Agreement for additional detailed information pertaining to fees. Annual Report—2018(January 2019) 8 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 29 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Circulation Section 4.4 'Circulation Enhancement Contribution"to Landowner shall contribute to City the sum of Two Million Check below if answer is"yes." Enhancements to Paragraph 1 reimburse City for City's expenses incurred for Five Hundred Thousand Dollars($2,500,000.00) ®The City chases to approve,design and Public Right of Way the design and construction of one or more of ("Circulation Enhancement Contribution'). construct one or more of the circulation the circulation improvements listed in Section enhancements listed in Section 4.4 of the 4.4 of the Development Agreement,as Development Agreement determined by the City's Director of Public Date:See note below Works,should City choose to approve the Note:See page 18 for additional information. circulation enhancements after its If box above is checked,then Landowner environmental review and approval process shall contribute up to$2,500,000.00 based and in compliance with CEQA. on actual costs requested by the City and the amount spent by Irvine Company on Please refer to Section 4.4,paragraph 1 of the those projects the City agreed could be Development Agreement for the list of built by Irvine Company. circulation enhancements. Responsible party: CO P E T E 2 01 Irvine Company ®Completed Date: 12/31/13 Circulation Section 4.4 Landowner shall pay the Circulation Landowner shall pay the Circulation Enhancement Indicate payment(s)below(if applicable): Enhancements to Paragraph 2 Enhancement Contribution to City from time to Contribution to City from time to time after the Effective Amount paid by Landowner to City Public Right of Way time after the Effective Date,within thirty(30) Date and Landowner will pay any balance to the City up for Circulation Enhancement days after receipt of written request for to a maximum contribution of$2,500,000.00 less the cost Contribution as of reimbursement from City,with any balance to for any improvements constructed by Landowner. December 31,2013 $1,905,803 be paid to City on the date that is sixty(60) Contributions shall be paid by Landowner upon receipt of Date that is 60 months after months after the Effective Date(the Effective invoices from the City. the Effective Date: January 18,2013 Date is January 18,2008)regardless of Amount of balance paid by whether City has incurred the cost for the Landowner to City foregoing improvements. as of (date) Responsible party: Alternatively,Landowner and City may mutually Irvine Company agree upon arrangements for Landowner to ®Completed use the Circulation Enhancement Contribution to construct the foregoing improvements or subject to City's approval. ❑Check this box if Landowner and City mutually agree for Landowner to use contribution to construct improvements. Date: Amount used to construct improvements as of COMPLETE 2013 December 31,2013: $676,222 Responsible party: Irvine Company ®Completed Annual Report—2018(January 2019) 9 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 20 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Dedication of Public Section 4.5 At such time as City provides legal descriptions Landowner shall provide an offer of dedication to City for Responsible party: Rights of Way Paragraph 1 for the public rights of way,which descriptions the additional public rights of way necessary for Irvine Company shall be consistent with the design of the circulation improvements on the north side of San Miguel ®Completed circulation improvements for said public right of Drive between MacArthur Boulevard and Avocado No longer applicable due to dedication of COMPLETE way. Avenue and on Avocado Avenue between San Nicolas Avocado parcel on October 17,2008,as 200 ve and San Miguel Drive. described in Section 4.6 Paragraph 1 ease see Section 4.5 of the Development Agreement below.Avocado parcel dedication additional information. documented in 2008 Annual Report. Dedication of Public Section 4.5 At such time as City provides legal descriptions Landowner shall convey the public right of way to City ❑Check this box if the Landowner has Rights of Way Paragraph 1 for the public rights of way,which descriptions (through the recordation of an offer of dedication without recorded an offer of dedication to the City shall be consistent with the design of the any restrictions or qualifications)free and clear of all without any restrictions or qualifications. circulation improvements for said public right of recorded and unrecorded monetary liens,any delinquent Responsible party: way. property taxes or assessments,and all tenancies, Irvine Company lessees,occupants, licensees,and all possessory rights ®Completed of any kind or nature. In addition,upon the conveyance,there shall not be any No longer applicable due to dedication of CO PLETE 200 i ht ofn of any law,rule,or regulation affecting the public Avocado parcel on October 17,2008, ght of way or its use,including any environmental law or described in Section 4.6 Paragraph 1 below. gulation,and Landowner shall be responsible for Avocado parcel dedication documentedd in causing said condition to be satisfied. 2008 Annual Report. Open Space Section 4.6 Landowner shall dedicate to City(through the Landowner shall convey the Open Space Parcel for open Check below if the answer to(i)or(ii)is"yes." Dedication Paragraph 1 recordation of a grant deed)the open space space or public facilities purposes,to City free and clear ❑(i)City has awarded a construction parcel in Newport Center comprised of of all recorded and unrecorded monetary liens,any contract for the construction of City Hall at approximately 3.18 acres of land area, delinquent property taxes or assessments,and all any location within the City bounded on the north by the Orange County tenancies,lessees,occupants,licensees,and all Date:Not Applicable Transportation Authority site,the east by possessory rights of any kind or nature. MacArthur Boulevard,the south by San Miguel ®(ii)the option to purchase the Option Site Drive,and the west by Avocado Avenue has terminated as provided in Section ("Open Space Parcel"),within thirty(30)days 4.8.1 of Development Agreement No. after the earliest of the following:(i)City has DA2007-002. awarded a construction contract for the Date:May 27,2008 construction of City Hall at any location within Within 30 days after the earliest of one of the the City or(ii)the option to purchase the Option Site has terminated as provided in Section dedtwo events listed above, Landowner shall 4.8.1 of Development Agreement No. grant de to City(through the recordation of a DA2007-002. grant deed)the open space parcel in Newport Center comprised of approximately 3.18 COMPLETE 20081 acres land area ®Check this box once the grant deed has been recorded. Date:October 17,2008 Annual Report—2018(January 2019) 10 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 21 Type of Fee, Development Contribution or Agreement Dedication Reference TiminglMilestone Payment/Contribution/Dedication Status Open Space Section 4.6 Not specified Landowner shall,at its sole cost and expense,cause a ®Check this box once Landowner,at its Dedication Paragraph 1 title company selected by City to issue to City an owner's sole cost and expense,has caused a title policy of title insurance for the Open Space Parcel with company selected by City to issue to City COMPLETE 200 ability in an amount reasonably determined City(but an owner's policy of title insurance for the t exceeding the fair market value of the Open Space Open Space Parcel rcel)showing fee title to the Open Space Parcel vested Date:October 17,2008 City,free and clear of the liens,rights,and Responsible party:sp Re encumbrances referred to in Section 4.6 of Development sp Irvine Company Agreement No.DA2007-002. Retrofit Sprinkler Section 4.9 The Newport Center Drive system retrofit shall Landowner shall retrofit the existing sprinkler systems in Check each box below upon implementation Systems Paragraph A be completed by June 2008. the Newport Center Drive parkways and medians to low of the corresponding low flow technology flow technology with the following specifications: listed to the left. COMPLETE 200 1)The control system must monitor and adjust itself not ®( ) ess than daily,using either evapotranspiration rates for ®(22) e Corona del Mar microclimate or soil moisture levels monitored at enough locations in the irrigation area as to ®(3) ,over each soil and slope type in Newport Center. ®(4) (2)The control system must adjust to rain conditions to imit or eliminate watering during rain events. ®Check this box once the Newport Center (3)The sprinkler heads must eliminate overspmy onto Drive system retrofit is completed. roads,sidewalks,and other hardscape either by using Date:November 1,2008 highly targeted heads that only water the plant material or Responsible party: by using a sprinkler-like wicking system,such as the Irvine Company Jardiniere system (4)The performance of the sprinkler systems must be monitored on a regular basis.Landowner agrees to install flow meters to detect line and/or sprinkler head breaks when wireless flow,meter technology is proven and commercially available. Annual Report—2018(January 2019) 11 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Retrofit Sprinkler Section 4.9 The Fashion Island retrofit shall be completed Landowner shall retrofit the existing sprinkler systems in Check each box below upon implementation Systems Paragraph A in phases in conjunction with the water quality the landscape areas within Fashion Island to low flow of the corresponding low flow technology enhancements in Section 4.913 of the technology with the following specifications: specification listed to the left. Development Agreement. (1)The control system must monitor and adjust itself not ®(1) less than daily,using either evapotranspiration rates for ®(2) CONIPL TE 2009 the Corona del Mar l c anon in or soil moisture levels monitored at enough locations in the irrigation area as to ®(3) cover each soil and slope type in Newport Center. ®(4) (2)The control system must adjust to rain conditions to limit or eliminate watering during rain events. ®Check this box once the Fashion Island (3)The sprinkler heads must eliminate overspray onto retrofit is completed roads,sidewalks,and other hardscape either by using Date:December 2009 highly targeted heads that only water the plant material or Sprinkler retrofit is 100%complete. by using a sprinkler-like wicking system,such as the Jardiniere system Responsible party: (4)The performance of the sprinkler systems must be Irvine Company monitored on a regular basis.Landowner agrees to install flow meters to detect line and/or sprinkler head breaks when wireless flow meter technology is proven and commercially available. Fashion Island Section 4.9 Not specified Landowner commits to expend a minimum of$1 million to For the year 2014,indicate the amount Water Quality Paragraph B enhance the water quality treatment(which could include expended to enhance the water quality Enhancements bio-filtration,media filtration or other technology)of those treatment of those surface parking areas surface parking areas of Fashion Island which are not in Fashion Island: CONIPL TE 2014 otherwise included within the new development or For 2014 $47,300 redevelopment projects. Cumulative Total—see page 19 Landowner has full discretion as to the treatment methods for additional information $1,030,674 utilized and improvement phasing,to ensure that the ®Completed improvements integrate with the water quality treatment The amount spent above is plans of the new development areas. as of December 31,2014. Responsible party: Irvine Company Annual Report—2018(January 2019) 12 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 23 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone PaymentlContribution/Dedication Status Fashion Island Section 4.9 Annually.The first report is due by January 18, Landowner agrees to make annual reports to the City ®Check this box when the 2014 Annual Water Quality Paragraph B 2009(one year after the Effective Date of regarding the progress of these enhancements including Report is submitted to the City. Enhancements January 18,2008). the work performed and the amount expended. Date:January 16,2015 Maintenance was conducted on the water COMPL T E 2 014 quality treatment systems.See page 19 for additional information for year 2014. Responsible party: Irvine Company Cooperation of Section 4.10 If City elects to construct a new City Hall on the Landowner shall cooperate in good faith with City to ®Check this box if the City elects to Landowner if City Paragraph 1 property located on the east side of Avocado implement any necessary land use regulations,including construct a new City Hall on the site north Hall Constructed on Avenue,north of the Central Library zoning amendments,and to release and terminate the of the Central Library. Property North of use restrictions contained in the deed for the property to ®Check this box once Landowner has Library allow for and accommodate construction of a new City cooperated in good faith with the City and Hall on that site. has released and terminated the use CO P L E T E 2 0 0 8 restrictions contained in the deed for the property. Date:May 20,2008 Responsible party: Irvine Company Dedication of Lower Section 4.11 Upon issuance of the First Building Permit Landowner shall dedicate to City the Lower Castaways ❑Check this box once the first building Castaways Paragraph 1 site for municipal or municipally sponsored uses allowed permit has been issued. under the General Plan's Recreational Marine Date:Not Applicable Commercial designation,such as park,marine ®Check this box once the Lower educational facility,marine research and conservation Castaways site has been COMPLETE 2008 facility,or marine and harbor dependent service and dedicated to the City support uses and other similar uses in furtherance of the Date:October 17,2008 Tidelands Trust. Responsible party: Irvine Company Dedication of Lower Section 4.11 Not specified The property shall have a deed restriction in favor of ®Check this box once a deed restriction Castaways Paragraph 1 Landowner which shall restrict the City's use of the has been issued in favor of the Land- property to such uses(listed in the row above),and allow owner for the Lower Castaways site the City to contract with a for profit or non-profit entity to Date:October 17,2008 operate certain municipal facilities or to use the property Responsible parties: CO PL T E 2 0 0 8 in furtherance of such uses;provided that the City may Irvine Company and the City of Newport not transfer the property,by sale or long-term lease to any Beach private,for-profit company for any commercial boat marina. Annual Report—2018(January 2019) 13 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 24 Ongoing Obligations and Public Benefits The table below lists ongoing obligations from Irvine Company and additional public benefits resulting from Development Agreement No. DA2007-002 referenced above and as amended in August 2012. Ongoing obligations and public benefits listed in the table below are from various sections of the Development Agreement, not including Section 4, Public Benefits. The Implementation and Document Compliance with AHIP is the remaining obligation and will be reported on in the Year 2017 Annual Report. Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/ContributionlDedication Status Implement and Section 3 Implementation schedule: TIC must implement and document compliance with Check the appropriate box once an Document ` Certificate of use and occupancy for 100m the Affordable Housing Implementation Plan("AHIP") affordable housing agreement has been Compliance with market rate unit/one-third of required units. as amended and adopted in August 2012. executed and recorded for each phase AHIP ` Certificate of use and occupancy for 200'h below. market rate unit I one-third of required units. Affordable Housing Agreement ` Certificate of use and occupancy for 3001h Executed:August 5,2015 market rate unit/one-third of required units. Recorded:September 15,2015 Affordable housing agreement will be executed and 100th market rate unit recorded for designated affordable units in The Bays Date:October 6,2017 apartment complex before the point where a 200th market rate unit certificate of use and occupancy is issued for the Date:October 6,2017 C O elatig rprl TE 2 17 Responsible market rate unit Date:October 6,2017 Responsible party: Irvine Company Pubic Benefit Fee Section 6 A fee shall be paid for the 431 s'unit and all A total of$63,000.00 per unit for the additional 94 Building permit issuance for units (Amendment) subsequent units at the time the building permit is units approved in 2012 shall be paid.The total 431 through 524. issued payment is$5,922,000.00 Date:November 3,2014 0.000 COMPLETE 2014 Respon el Cle pa ty ompany Annual Report—2018(January 2019) 14 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 25 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Public Benefit Fee Section 7 Pdor to issuance of each building permit a Public TIC shall pay$26,046.51 per unit for each of the Amount paid by TIC to for Parks (Amendment) Benefit Fee for parks shall be paid on or before additional 94 residential units added to the NNCPC. City for Public Benefit Fee July 1,2013. for Parks:$2,448,371.94 COMPLETE 2013 Date July 1 2013 Responsible party: Irvine Company ®Complete' 'Amount was paid on or before July 1,2013 but not reported in the 2013 Annual Report Development of Sections 6.7 and TPO approval and compliance with the fair share Since the City will not be developing the Option Site ®Check this box when TPO approval Option Site with 7.1 traffic fee requirements must occur before TIC can with 72,000 square feet: and compliance is attainted 72,000 Square Feet develop the Option Site. Date:August 7,2008 of office use TIC must conduct a traffic analysis, provide traffic 9 mitigation in compliance with the Traffic Phasing Responsible party: CO OPLETE 2008 Ordinance Commission i pay the applicable Fair Share Irvine Company Traffic Fees,and obtain TPO approval from the Planning Commission(appeal goes to City Council) before it can develop the Option Site with 72,000 square feet of office use. Complete Section 7.3 No later than the earlier of:(1)the date the City Complete construction of a third eastbound left turn ®Check this box once lane Construction of a issues the certificate of occupancy for any new lane at the intersection of MacArthur Boulevard and construction is complete Third Eastbound development under the First Building Permit(but San Joaquin Hills Road(within the existing right of Date:October 2012 Left Turn Lane at specifically excluding the building permit for the way except for any needed dedication at the Responsible party: the ec ' f ent (2) at0 the southwest comer). Ma rth Ivd. 10 P L he ffee. � Irvine Company an an qui alea ffe a Ja a 1Hills tl60 mor January 200 Reimbursement for Section 8 Payment by Landowner to City within 90 days after No more than$200,000.00 reimbursement for actual Amount paid by Landowner Bayside Walkway (Amendment) receipt of written notice that contract for project costs for plans,specifications,permits and/or to City:$152,257.22 Connection construction has been awarded. construction. Date:July 5,2014 COMPLETE 201 1(A� Responsible party Irvine Company ®Complete Annual Report—2018(January 2019) 15 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 2F1 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone PaymentlContribution/Dedication Status Annual Review of Section 14 First annual review(including an updated tracking The parties must conduct annual review of ®Check this box once the first annual Compliance with chart of built intensity and provision of public compliance with California Government Code review has taken place Code Sections benefits)must take place by January 18,2009(one sections 65865 and 65865.1 and City of Newport Date:January 16,2009 year after the Effective Date of January 18,2008). Beach Municipal Code§15.45.070. (City Council approval COMPLETE 2 009 TIC must document the current status of its February 24,2009) entitlement use(i.e.,a tracking chart of built intensity) Responsible party: and its provision of the public benefits identified in Irvine Company Section 4 of the Development Agreement. Annual Report—2018(January 2019) 16 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 27 City Concurrence By signing below,the City acknowledges its concurrence with the information presented in the Annual Report. City Acknowledgement Signature Date Title Annual Report Distribution A complete Annual Report for North Newport Center shall be completed and distributed no later than January 18 following each prior year to the individuals listed below. City of Newport Beach 100 Civic Center Drive Post Office Box 1768 Newport Beach, California 92658-8915 Attn: City Manager City of Newport Beach 100 Civic Center Drive Post Office Box 1768 Newport Beach, California 92658-8915 Attn: City Attorney Irvine Company 550 Newport Center Drive Newport Beach, California 92660-0015 Attn: Dan Miller Latham &Watkins LLP 600 West Broadway,Suite 1800 San Diego, California 92101-3375 Attn: Christopher W. Garrett Annual Report—2018(January 2019) 17 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires 2032 �g 4.4 Circulation Enhancements to Public Right of Way—Completed 2013 Section 4.4 of the North Newport Center Zoning Implementation and public Benefit Agreement requires that individual enhancement projects be established through discussion with the City of Newport Beach Director of Public Works.The table below lists the individual projects resulting from those discussions and the actual or estimated cost for individual project components as of December 31, 2013. Projects 1-4 were completed in 2012. Project 5 was completed in 2013. As shown in the table,the total Irvine Company contribution through a combination of direct construction costs and reimbursement to the city exceeded the established maximum requirement of $2,500,000. North Newport Center—Circulation Enhancements to Public Right of Way Transportation Improvements Program Completed December 31,2013 Cumulative CEC Total Potential Contribution Potential CEC (Maximum Contribution Remaining CEC Project Estimated Project Cost' Contribution Limited To$2,500,000)2 Commitment 1. San Miguel Widening and Intersection Improvements(MacArthur to west of Avocado) including: - Signal modifications at MacArthur and Avocado - Relocation of NW comer entry monument and pine tree replacement Contract Cost = $1,355,6503 Ci Rei Im$30 CIOSA Funding = 450,330 Cos 42 8884 (Complete 2012 Remaining Cost = $ 9QW20 o o r = $ 948,208 $948,208 $1,551,792 2. Upgrade Existing Newport Center Traffic Signals(City Project No.C3002009) including: - Interconnection of Signals - Traffic Signal @ Anacapa/Newport Center Drive(Partial) - Signal Modifications @ San Miguel/Newport Center Drive(Complete (Complete 2012 00 $920,9645 $910,4836 $1,858,691 $641,309 3. Newport Center Drive Parking Revisions (Complete 2012) $90,000 $90,0007 $1,948,691 $551,309 4. Add fourth leg to Center Drive intersection wit wpo e d signalize (Complete 2012 $300,0008 1 $354,4969 $2,303,187 $196,813 5. Operational Improvements to stree adjace t 00 and 600 of Newport Center Drive(Santa Rasa Revision Buil Irvine Company) (Complete 2013 $240,828 $278,83810 $2,582,02511 -0- 1 As established in Section 4.4 of the 2011 North Newport Center Annual Report 2 Per North Newport Center,"Zoning Implementation and Public Benefit Agreement"—Section 4.4(December 18,2007) 3 Excluding City contributions of$125,000(City Hall costs for Farallon City Hall site entry) 4 Direct costs to Irvine Company incurred outside of City Contract 5 Based on Contract awarded(6/14/11)including$51,000 of contingencies 6 Per Tony Brine's September 13,2013 e-mail 7 Per$90,000 final cost,consisting of$51,200 in contractor costs(per 9/13/13 e-mail from Tony Brine)and$38,800 spent by Irvine Company on project development and design 8 Per Irvine Company documentation 9 Per final contract costs provided by Irvine Company 10 Per Irvine Company's final project cost for design and construction 11 The total amount paid/contribute by Irvine Company,therefore,exceeds the Maximum Contribution by$85,025. Annual Report—2018(January 2019) 18 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires 2032 �9 4.9 B. Fashion Island Water Quality Enhancements-Fashion Island Parking Areas Fashion Island WQMP Master Plan and Treatment-A master treatment plan has been created for all parking lot surface areas in Fashion Island, taking into consideration timing of development phasing, maximizing treatment potential for non-development areas and implementing construction efficiencies for cost minimization. Technical oversight on treatment design and selection to meet State Water Quality Treatment requirements utilizing bio-retention, media filtration and other technology was provided by Stantec Civil Engineering, NMG Soil Engineering and Geosyntec Engineering, a leading bio-retention engineering company. The proposed treatment plan when fully implemented would treat 95%of the parking lot surface areas and 95%of building and hardscape areas.The treatment design will include four bio-retention systems and six media cartridge vault systems designed to treat a total tributary area of 1,687,617 square feet of surface parking area, including 1,539,099 square feet of Non-Development area. An additional 1,283,180 square feet of retail building area, including 1,096,658 square feet of Non-Development area, will be treated as a result of utilization of existing storm line systems. Nineteen percent of non-development tributary area will be treated by b etention systems with the remaining 81% treated by media cartridge vault. Additional water quality im v will occur in future years. The following tables identify the Non-Development Water Qu lity rom 2008 through December 31, 2014, and the compliance to date with Section 4.9, Para of th evelopment Agreement. Water quality treatment costs in 2014 include maintenance of the w q y atment systems. Fashion Island Non-Development Water y rre tment-Completed 2014 Non- Tributary Developmentf$99,020 Total Cost Total Cost Total Cost Total Cost Total Cost Total Cost Total Cost Location/Name Area(sf)' Area(sf)zTotal Cost 2008 2009 2010 2011 2012 2013 2014 1 Bldg.B 299,623 174,2 $121,709 - - - - $121,709 - and C 3 F 2 N - Frontage 324,251 16,27 $10,932 $10,932 - - 3 Bldg.D 735 0 $88,748 $88,748 4 P52 4 102,727 $99,020 - $99,020 - - - - 5,6 Center 406,642 349,787 $217,957 - $217,957 - - - - $217,957 - Drive 7,8 Eastside 871,133 432,234 $282,158 $250 $282,408 $112,961 $169,447 - Maintenance - - - - - $34,000 $34,000 $47,300 $47,300 $47,300 Total $731,776 $250 $732,026 $112,961 $279,399 $34,000 $34,000 $386,966 $136,048 $47,300 1 This figure represents the total area treated and includes Development and Non-Development areas. 2 This figure represents only the Non-Development parking lot surface areas treated. Compliance to Date, Section 4.9, Paragraph B- Development Agreement 2014 Commitment Commitment Existing Enhancement Enhancement To-Date Remaining Commitment $1,000,000 $983,374 $47,300 $1,030,674 $0 Annual Report-2018(January 2019) 19 North Newport Center Zoning Implementation and Public Benefit Agreement-Expires 2032 so