HomeMy WebLinkAbout04 - Approving the MacArthur Court Development AgreementQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
December 9, 2025
Agenda Item No. 4
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Jaime Murillo, Acting Community Development Director - 949-644-
3209, jmurillo@newportbeachca.gov
PREPARED BY: Liz Westmoreland, AICP, Principal Planner - 949-644-3234,
Iwestmoreland@newportbeachca.gov
TITLE: Ordinance No. 2025-36: Approving the MacArthur Court
Development Agreement
ABSTRACT:
For the City Council's consideration is the adoption of Ordinance No. 2025-36, approving
a development agreement to vest The Irvine Company's (Applicant) rights to develop 700
residential dwelling units and 10,000 square feet of nonresidential building area at the
MacArthur Court Campus in the Airport Area. The ordinance was introduced and
considered at the November 18, 2025, City Council meeting.
RECOMMENDATIONS:
a) Find the adoption of the ordinance is not subject to further environmental review
pursuant to Section 21083.3 of the California Public Resources Code (PRC) and
Section 15183 of the California Environmental Quality Act (CEQA) Guidelines,
California Code of Regulations, Title 14, Division 6, Chapter 3, because it is consistent
with the previously certified Program Environmental Impact Report (SCH No.
2023060699); and
b) Conduct second reading and adopt Ordinance No. 2025-36, An Ordinance of the City
Council of the City of Newport Beach, California, Approving a Development
Agreement for the MacArthur Court Project located at 4665, 4675, 4680, 4685 and
4695 MacArthur Court, and 4770 Campus Drive (PA2025-0090).
DISCUSSION:
On November 18, 2025, the City Council held a noticed public hearing to consider the
Applicant's request for a Development Agreement (DA) and an Affordable Housing
Implementation Plan (AHIP). The voluntary DA would vest the rights for future
redevelopment of the MacArthur Court Campus, which is within the HO-1 (Airport
Environs Area) Subarea of the Housing Opportunity (HO) Overlay Zoning District. While
no specific project design is proposed currently, the proposed redevelopment would
conceptually include two five -story residential buildings with up to 700 units and up to
10,000 square feet of non-residential building area. Although the DA provides vested
rights, implementation of the project will require processing of a future site development
Ordinance No. 2025-36: Approving the MacArthur Court Development Agreement
December 9, 2025
Page 2
review application and other Planning Commission approvals prior to any building permit
issuance.
In exchange for vested development rights, the Applicant would provide several public
benefits, including a $3.25-million MacArthur Boulevard Revitalization Fee and off -site
affordable housing, along with additional benefits outlined in Attachment A (Ordinance
No. 2025-36).
After taking public testimony, the City Council unanimously adopted Resolution No. 2025-
80 to approve the AHIP and introduced Ordinance No. 2025-36 and passed it to a second
reading. If the ordinance is adopted it will take effect 30 days after adoption.
FISCAL IMPACT:
As the project is not increasing overall density nor is it changing allowed land uses through
an amendment to the General Plan Land Use Element, a fiscal impact analysis was not
prepared. However, a fiscal impact analysis was prepared by Keyser Marston Associates
dated July 9, 2024, for the Housing Element Implementation Program Amendments. The
analysis concluded that residential projects could have a net negative fiscal impact unless
they continue to be developed at higher price points. Additionally, fiscal impacts are often
offset through payment of impact fees and DAs. In this case, should future market rate
residential projects be constructed pursuant to the DA, the applicant would provide
various public benefit fees, including development impact fees and a MacArthur
Boulevard Revitalization Fee to the City based on the specific terms contained in the DA.
=1ki1V/1:T910IJil=110kr_1NNANIATITE
Pursuant to the California Environmental Quality Act (CEQA) as set forth in California
Public Resources Code Section 21000 et seq. and its implementing guidelines set forth
in California Code of Regulations, Title 14, Division 6, Chapter 3 (CEQA Guidelines), the
City Council adopted Resolution No. 2024-50 on July 23, 2024, certifying Final Program
Environmental Impact Report SCH No. 2023060699 (PEIR), approving a Mitigation
Monitoring and Reporting Program (MMRP), and adopting Findings and a Statement of
Overriding Considerations related to the implementation of the Housing Element involving
amendments to the General Plan, Coastal Land Use Plan, and Title 20 (Planning and
Zoning) and Title 21 (Local Coastal Program Implementation Plan) of the NBMC which
are available at: Housina Implementation Proaram EIR.
The Project is not subject to further environmental review pursuant to Section 21083.3 of
the California Public Resources Code (PRC) and Section 15183 of the CEQA Guidelines
because, inasmuch as the Properties involved are all within the HO-1 Subarea, the
Project does not change the underlying land use or zoning designations; and would not
result in new significant impacts or a substantial more adverse impact than addressed in
the PEIR. A detailed consistency analysis has been prepared by T&B Planning Inc., dated
October 2025, and peer reviewed by Kimley-Horn & Associates, Inc., is provided as
Exhibit "C" of Attachment A and hereby incorporated by reference.
Ordinance No. 2025-36: Approving the MacArthur Court Development Agreement
December 9, 2025
Page 3
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENT:
Attachment A — Ordinance No. 2025-36
Attachment A
Ordinance No. 2025-36
ORDINANCE NO. 2025-36
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
NEWPORT BEACH, CALIFORNIA, APPROVING A
DEVELOPMENT AGREEMENT FOR THE MACARTHUR
COURT PROJECT LOCATED AT 4665, 4675, 4680, 4685
AND 4695 MACARTHUR COURT AND 4770 CAMPUS
DRIVE (PA2025-0090)
WHEREAS, Section 200 of the City Charter, of the City of Newport Beach ("City"),
vests the City Council with the authority to make and enforce all laws, rules and
regulations with respect to municipal affairs subject only to the restrictions and limitations
contained in the City Charter and the State Constitution, and the power to exercise, or act
pursuant to any and all rights. powers, and privileges or procedures granted or prescribed
by any law of the State of California;
WHEREAS, California Government Code Section 65580 et seq. ("State Housing
Element Law") requires each city and county adopt a housing element that identifies and
analyzes existing and projected housing needs within their jurisdiction and prepare goals,
policies, and programs, and quantified objectives to further the development, improvement,
and preservation of housing;
WHEREAS, an application was filed by The Irvine Company ("Applicant'),
concerning properties located at 4665, 4675, 4680, 4685 and 4695 MacArthur Court. and
4770 Campus Drive and legally described in Exhibit "A" ("Property"), which is attached
hereto and incorporated by reference;
WHEREAS, the Applicant is requesting entitlements for the development of
MacArthur Court Campus, a mixed -use campus consisting of two, five -story residential
buildings containing 700 residential rental units ("MacArthur Court Apartments"), and a
10,000- square -foot nonresidential building ("Project');
WHEREAS, the Project would also retain the two existing high rise office towers
and an existing parking garage;
WHEREAS, the Applicant requests the following approvals to vest the
development rights for the Project:
• Development Agreement ("DA") - A development agreement between the
Applicant and the City, pursuant to Chapter 15.45 (Development Agreements) of
the Newport Beach Municipal Code ("NBMC), which would provide the Applicant
with the vested right to develop the Project for a term of 10 years and to provide
negotiated public benefits to the City; and
Ordinance No. 2025-
Page 2 of 7
• Affordable Housing Implementation Plan ("AHIP") - A preliminary plan specifying
how the Project would contribute affordable housing as a public benefit, by
providing affordable housing units equivalent to 7% of up to 700 market rate
residential units, or up to 49 affordable housing units;
WHEREAS, the Property is designated General Commercial Office (CO-G) by the
General Plan Land Use Element and is located within the Koll Center Planned Community
(PC-15) Zoning District - Office Site C;
WHEREAS, the Property is not located within the coastal zone;
WHEREAS, a public hearing was held by the Planning Commission on October
23, 2025, in the Council Chambers at 100 Civic Center Drive, Newport Beach. A notice of
the time, place, and purpose of the hearing was given in accordance with California
Government Code Section 54950 et seq. ("Ralph M. Brown Act") and Chapter 20.62
("Public Hearings") of the NBMC. Evidence, both written and oral, was presented to, and
considered by, the Planning Commission at this public hearing;
WHEREAS, at the hearing, the Planning Commission adopted Resolution No.
PC2025-023 by a unanimous vote (5 ayes, 2 absent) recommending the City Council
approve the Project; and
WHEREAS, a public hearing was held by the City Council on November 18, 2025,
in the Council Chambers at 100 Civic Center Drive, Newport Beach. A notice of the time,
place, and purpose of the hearing was given in accordance with the Ralph M. Brown Act,
Chapter 20.62 (Public Hearings) of the NBMC, and Section 15.45.050 (Public Hearing -
Notice) of the NBMC. Evidence, both written and oral, was presented to and considered
by the City Council at this hearing.
NOW THEREFORE, the City Council of the City of Newport Beach ordains as
follows:
Section 1: The City Council has considered the recommendation of the
Planning Commission and determined that modifications to the Project made by the City
Council, if any, are not major changes that require referral back to the Planning
Commission for consideration and recommendation.
Section 2: The City Council hereby approves the Development Agreement
which is attached hereto as Exhibit "B" and incorporated herein by reference.
Ordinance No. 2025-
Page 3 of 7
Section 3: The City Council finds the Development Agreement is consistent with
provisions of California Government Code Sections 65864 et seq. and Chapter 15.45
(Development Agreements) of the NBMC that authorize binding agreements that: (i)
encourage investment in, and commitment to, comprehensive planning and public
facilities financing; (ii) strengthen the public planning process and encourage private
implementation of the local general plan; (iii) provide certainty in the approval of projects
to avoid waste of time and resources; and (iv) reduce the economic costs of development
by providing assurance to the property owners that they may proceed with projects
consistent with existing policies, rules, and regulations.
Additionally, the City Council finds the Development Agreement is entered into
pursuant to, and constitutes a present exercise of, the City's police power and is in the
best interest of the health, safety, and general welfare of the City, residents, and the
public.
Section 4: A v Development Agreement dated October 2025 was prepared for
the Project to vest the development rights for the Project over a period of 10 years. The
Development Agreement provides the content required in Section 15.45.040
(Development Agreement — Contents) of the NBMC as follows:
1. A development agreement is requested by the Applicant, as the Project would
include a total of 700 residential units. The development agreement includes
all the mandatory elements including a term of 10 years and public benefits that
are appropriate to support conveying the vested development rights consistent
with the City's General Plan, the NBMC, and Government Code Sections
65864 et seq.
2. Public benefits include the payment of a public benefit fee for each residential
unit. In addition to the public benefit fee, the Development Agreement includes
public benefits in the form of a recorded easement for one acre of open space,
a MacArthur Boulevard Revitalization Fee of $3.25 million (Three Million Two
Hundred Fifty Thousand) Dollars, payment of Development Impact Fees, and
an affordable housing obligation in the form of an AHIP to be adopted for the
development of affordable housing units.
Section 5: The recitals provided in this ordinance are true and correct and are
incorporated into the operative part of this resolution.
Section 6: If any section, subsection, sentence, clause or phrase of this
resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not
affect the validity or constitutionality of the remaining portions of this resolution. The City
Ordinance No. 2025-
Page 4 of 7
Council hereby declares that it would have passed this resolution, and each section,
subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or
more sections, subsections, sentences, clauses or phrases be declared invalid or
unconstitutional.
Section 7: Pursuant to the California Environmental Quality Act ("CEQA") as set
forth in California Public Resources Code Section 21000 et seq. and its implementing
guidelines set forth in California Code of Regulations, Title 14, Division 6, Chapter 3
("CEQA Guidelines"), the City Council adopted Resolution No. 2024-50 on July 23, 2024,
certifying Final Program Environmental Impact Report SCH No. 2023060699 ("PEIR"),
approving a Mitigation Monitoring and Reporting Program ("MMRP"), and adopting
Findings and a Statement of Overriding Considerations related to the implementation of
the Housing Element involving amendments to the General Plan, Coastal Land Use Plan,
and Title 20 (Planning and Zoning) and Title 21 (Local Coastal Program Implementation
Plan) of the NBMC which are available at: Housing Implementation Program EIR.
1. The Project is not subject to further environmental review pursuant to Section
21083.3 of the California Public Resources Code and Section 15183 of the
CEQA Guidelines because, inasmuch as the Properties involved are all within
the HO-1 Subarea, the Project does not change the underlying land use or
zoning designations; and would not result in new significant impacts or a
substantial more adverse impact than addressed in the PEIR. A detailed
consistency analysis has been prepared by T & B Planning Inc., dated
September 2025, and peer reviewed by Kimley-Horn & Associates, Inc., and is
attached hereto as Exhibit "C" and incorporated herein by reference.
2. Section 15183 of the CEQA Guidelines provides, in relevant part:
a. Projects which are consistent with the development density established by
existing zoning, community plan, or general plan policies for which an
environmental impact report ("EIR") was certified shall not require additional
environmental review, except as might be necessary to examine whether
there are project -specific significant effects which are peculiar to the project
or its site. This streamlines the review of such projects and reduces the
need to prepare repetitive environmental studies.
b. In approving a project meeting the requirements of this section, a public
agency shall limit its examination of environmental effects to those which
the agency determines, in an initial study or other analysis:
Ordinance No. 2025-
Page 5 of 7
Are peculiar to the project or the parcel on which the project would
be located;
ii. Were not analyzed as significant effects in a prior EIR on the zoning
action, general plan, or community plan, with which the project is
consistent;
iii. Are potentially significant off -site impacts and cumulative impacts
which were not discussed in the prior EIR prepared for the general
plan, community plan or zoning action; or
iv. Are previously identified significant effects which, as a result of
substantial new information which was not known at the time the EIR
was certified, are determined to have a more severe adverse impact
than discussed in the prior EIR.
c. If an impact is not peculiar to the parcel or to the project, has been
addressed as a significant effect in the prior EIR, or can be substantially
mitigated by the imposition of uniformly applied development policies or
standards, as contemplated by subdivision (e) below, then an additional EIR
need not be prepared for the project solely on the basis of that impact.
d. This section shall limit the analysis of only those significant environmental
effects for which:
Each public agency with authority to mitigate any of the significant
effects on the environment identified in the EIR on the planning or
zoning action undertakes or requires others to undertake mitigation
measures specified in the EIR which the lead agency found to be
feasible, and
ii. The lead agency makes a finding at a public hearing as to whether
the feasible mitigation measures will be undertaken.
e. An effect of a project on the environment shall not be considered peculiar
to the project or the parcel for the purposes of this section if uniformly
applied development policies or standards have been previously adopted
by the city or county with a finding that the development policies or
standards will substantially mitigate that environmental effect when applied
to future projects, unless substantial new information shows that the policies
or standards will not substantially mitigate the environmental effect. The
finding shall be based on substantial evidence which need not include an
Ordinance No. 2025-
Page 6 of 7
EIR. Such development policies or standards need not apply throughout the
entire city or county but can apply only within the zoning district in which the
project is located, or within the area subject to the community plan on which
the lead agency is relying. Moreover, such policies or standards need not
be part of the general plan or any community plan but can be found within
another pertinent planning document such as a zoning ordinance.
3. As part of its decision -making process, the City is required to review and
consider whether the Project would create new significant impacts or significant
impacts that would be substantially more severe than those disclosed in the
PEIR. Additional CEQA review is only triggered if the Project's new significant
impacts or impacts that are more severe than those disclosed in PEIR such
that major revisions to the PEIR would be required.
4. The PEIR contemplated those future projects meeting the thresholds of Senate
Bill No. 610 (SB 610) would require the preparation of a Water Supply
Assessment. The project area is within the Irvine Ranch Water District ("IRWD")
service area and the PEIR concluded that water demands from future housing
projects would result in a significant and unavoidable impact concerning water
supply. The City, therefore, adopted a Statement of Overriding Consideration
for this impact in connection with its certification of the PEIR.
5. The Project is consistent with the development density and use characteristics
established by the City's General Plan Housing Implementation Program as
analyzed by the PEIR, and the required determinations can be made, as
detailed in Exhibit "C" of this ordinance and incorporated by reference.
Section 8: The City Council finds that judicial challenges to the 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.
Ordinance No. 2025-
Page 7 of 7
Section 9: The Mayor shall sign and the City Clerk shall attest to the passage
of this ordinance. The City Clerk shall cause the ordinance, or a summary thereof, to be
published pursuant to City Charter Section 414. This ordinance shall be effective thirty
(30) calendar days after its adoption.
This ordinance was introduced at a regular meeting of the City Council of the City
of Newport Beach held on the 18th day of November, 2025, and adopted on the 9th day
of December, 2025, by the following vote, to -wit:
FWAY4001
NAYS:
ABSENT:
Joe Stapleton.. Mayor
ATTEST:
Lena Shumway, City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
7
C �--
Aar-on C. Harp, City Attorney
Attachments: Exhibit "A" — Legal Description
Exhibit "B" — Development Agreement
Exhibit "C" — CEQA Consistency Analysis prepared by T&B
Planning Inc. dated October 2025
Exhibit "A"
Legal Description
The Land referred to herein below is situated in the City of Newport Beach, County of
Orange, State of California. and is described as follows:
PARC'FI A -
PARCEL 1 OF PARCEL MAP NO. 84-716, IN THE CITY OF NEWPORT BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP
FILED IN BOOK 196, PAGE 40 THROUGH 43 OF PARCEL MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
PARCEL B:
PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 68, PAGE 19 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARC'FI C'-
PARCELS 2, 3 AND 4 OF PARCEL MAP NO. 84-716, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL
MAP FILED IN BOOK 196, PAGES 40 THROUGH 43 OF PARCEL MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APNs:
445-121-14
(Affects Parcel A)
445-121-05
(Affects Parcel B)
445-121-15
(Affects Parcel 2 of Parcel C)
445-121-16
(Affects Parcel 3 of Parcel C)
445-121-17
(Affects Parcel 4 of Parcel C)
Exhibit "B"
DEVELOPMENT AGREEMENT
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: Citv Clerk
November 12, 2025
(Space Above This Line Is for Recorder's Use Only)
This Agreement 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.
DEVELOPMENT AGREEMENT
between
CITY OF NEWPORT BEACH
and
THE IRVINE COMPANY LLC, a Delaware limited liability company
and
MACARTHUR COURT I LLC,
a Delaware limited liability company
CONCERNING
"MACARTHUR COURT"
TABLE OF CONTENTS
November 12, 2025
Page
1. Definitions............................................................................................................................2
2. General Provisions...............................................................................................................6
2.1 Plan Consistency, Zoning Implementation..............................................................6
2.2 Binding Effect of Agreement...................................................................................7
2.3 Property Owners' Representations and Warranties Regarding Ownership of
the Property and Related Matters Pertaining to this Agreement ..............................7
2.4 Term.........................................................................................................................7
3. Public Benefits.....................................................................................................................8
3.1 Public Benefit Fee....................................................................................................8
3.2 Other Public Benefits...............................................................................................8
3.3 Public Benefit Administration.................................................................................9
4. Development of Project.....................................................................................................10
4.1 Applicable Regulations; Property Owners' Vested Rights and City's
Reservation of Discretion With Respect to Subsequent Development
Approvals...............................................................................................................10
4.2 No Conflicting Enactments....................................................................................1
1
4.3 Reservations of Authority......................................................................................1
1
....................................
4.4 Tentative Subdivision Maps ....................... .......................14
5. Amendment or Cancellation of Agreement.......................................................................14
6. Enforcement.......................................................................................................................14
7. Annual Review of Property Owners' Compliance With Agreement.................................14
7.1 General...................................................................................................................14
7.2 Property Owners' Obligation to Demonstrate Good Faith Compliance................14
7.3 Procedure...............................................................................................................14
7.4 Annual Review a Non -Exclusive Means for Determining and Requiring
Cure of Property Owners' Default.........................................................................15
8. Events of Default...............................................................................................................15
8.1 General Provisions.................................................................................................15
8.2 Default by Property Owner(s)................................................................................15
8.3 City's Option to Terminate Agreement.................................................................16
8.4 Default by City.......................................................................................................16
8.5 Waiver....................................................................................................................16
I
November 12, 2025
8.6 Specific Performance Remedy...............................................................................16
8.7 Monetary Damages................................................................................................17
8.8 Additional City Remedy for Property Owners' Default........................................17
8.9 No Personal Liability of City Officials, Employees, or Agents ............................17
9. Force Majeure....................................................................................................................17
10. Indemnity Obligations of Property Owners.......................................................................18
10.1 Indemnity Arising From Acts or Omissions of Property Owner ...........................18
10.2 Third Party Litigation............................................................................................18
10.3 Environmental Liability .........................................................................................19
11. Assignment........................................................................................................................19
12. Mortgagee Rights...............................................................................................................20
12.1 Encumbrances on Property....................................................................................20
12.2 Mortgagee Protection.............................................................................................20
12.3 Mortgagee Not Obligated......................................................................................21
12.4 Notice of Default to Mortgagee; Right of Mortgagee to Cure...............................21
13. Bankruptcy.........................................................................................................................21
14. Miscellaneous Terms.........................................................................................................21
14.1
Notices...................................................................................................................21
14.2
Project as Private Undertaking...............................................................................22
14.3
Cooperation............................................................................................................22
14.4
Estoppel Certificates..............................................................................................23
14.5
Rules of Construction............................................................................................23
14.6
Time Is of the Essence...........................................................................................23
14.7
Waiver....................................................................................................................23
14.8
Counterparts...........................................................................................................23
14.9
Entire Agreement...................................................................................................23
14.10
Severability ............................................................................................................24
14.11
Construction...........................................................................................................24
14.12
Successors and Assigns; Constructive Notice and Acceptance .............................24
14.13
No Third Party Beneficiaries.................................................................................25
14.14
Applicable Law and Venue....................................................................................25
14.15
Section Headings...................................................................................................25
14.16
Incorporation of Recitals and Exhibits..................................................................25
14.17
Recordation............................................................................................................25
11
November 12, 2025
DEVELOPMENT AGREEMENT
(Pursuant to California Government Code sections 65864-65869.5)
This DEVELOPMENT AGREEMENT (the "Agreement") is dated as of the day of
, 2025, and is being entered into by and between the CITY OF NEWPORT
BEACH ("Cily") and THE IRVINE COMPANY LLC, a Delaware limited liability company
("Property Owner") and MACARTHUR COURT I LLC, a Delaware limited liability company
("Property Owner" and "Developer"). Property Owners are sometimes collectively referred to in
this Agreement together as "Property Owners". City and Property Owners are sometimes
collectively referred to in this Agreement as the "Parties" and individually as a "Party."
RECITALS
A. The Irvine Company LLC is the owner of that certain real property located in the
City of Newport Beach, County of Orange, State of California commonly referred to as 4675, 4680
and 4695 MacArthur Boulevard (APN ## 445-121-15, -16 and -17) and MacArthur Court I LLC
is the owner of that certain real property located in the City of Newport Beach, County of Orange,
State of California commonly referred to as 4665 and 4685 MacArthur Boulevard and 4770
Campus Drive (APN ## 445-121-14 and 445-121-05), which together are bounded by Campus
Drive to the north, MacArthur Boulevard to the west, and Birch Street to the south (collectively
referred to herein as the "Pro "). The Property is more particularly described in the legal
description attached hereto as Exhibit A and is depicted on the site map attached hereto as
Exhibit B.
B. To encourage investment in, and commitment to, comprehensive planning and
public facilities financing, strengthen the public planning process and encourage private
implementation of the local general plan, provide certainty in the approval of projects in order to
avoid waste of time and resources, and reduce the economic costs of development by providing
assurance to property owners that they may proceed with projects consistent with existing land use
policies, rules, and regulations, the California Legislature adopted California Government Code
sections 65864-65869.5 (the "Development Agreement Statute") authorizing cities and counties
to enter into development agreements with persons or entities having a legal or equitable interest
in real property located within their jurisdiction.
C. On March 13, 2007, the City Council adopted Ordinance No. 2007-6, entitled
"Ordinance Amending Chapter 15.45 of City of Newport Beach Municipal Code Regarding
Development Agreements" (the "Development Agreement Ordinance"). This Agreement is
consistent with the Development Agreement Ordinance.
D. In consideration of City entering into this Agreement, Property Owners have agreed
to provide significant public benefits as detailed in this Agreement. City has determined that these
public benefits City constitute adequate consideration for City's entering into and performing its
obligations set forth in this Agreement.
E. The City Council adopted the General Plan 6th Cycle Housing Element ("Housin
Element") in September 2022 covering the planning period from 2021-2029. As required by state
November 12, 2025
law, the Housing Element was certified by the State Department of Housing and Community
Development ("HCD") in October 2022.
F. On July 23, 2024, the City Council adopted Resolution No. 2024-50 certifying the
Housing Element Implementation Program Amendments Final Program Environmental Impact
Report (State Clearinghouse No. 2023060699), approving a Mitigation Monitoring and Reporting
Program, and adopting Findings and a Statement of Overriding Considerations and related
approvals to implement the Housing Element including amendments to the General Plan, Coastal
Land Use Plan, and Title 20 (Planning and Zoning) and Title 21 (Local Coastal Program
Implementation Plan) of the Newport Beach Municipal Code and amending the General Plan Land
Use Element, Coastal Land Use Plan and Title 20 (Planning and Zoning) of the Newport Beach
Municipal Code.
G. On October 23, 2025, the City's Planning Commission held a public hearing on the
AHIP and this Agreement, made findings and determinations with respect to this Agreement, and
recommended to the City Council that the City Council approve this Agreement.
H. On November 18, 2025, the City Council also held a public hearing on this
Agreement and considered the Planning Commission's recommendations and the testimony and
information submitted by City staff, Property Owners or their representatives and members of the
public. On December 11, 2025, consistent with applicable provisions of the Development
Agreement Statute and Development Agreement Ordinance, the City Council adopted its
Ordinance No. 2025-36 (the "Adopting Ordinance"), finding this Agreement to be consistent with
the City of Newport Beach General Plan in approving this Agreement.
I. In recognition of the significant public benefits that this Agreement provides, the
City Council has found that this Agreement: (i) is consistent with the City of Newport Beach
General Plan; (ii) is in the best interests of the health, safety, and general welfare of City, its
residents, and the public; (iii) is entered into pursuant to, and constitutes a present exercise of, the
City's police power; (iv) is consistent with the provisions of the California Environmental Quality
Act ("CEO "); and (v) has been approved consistent with provisions of California Government
Code section 65867 and City of Newport Beach Municipal Code Chapter 15.45.
AGREEMENT
NOW, THEREFORE, City and Property Owners agree as follows:
1. Definitions.
In addition to any terms defined elsewhere in this Agreement, the following terms when
used in this Agreement shall have the meanings set forth below:
"Action" shall have the meaning ascribed in Section 8.10 of this Agreement.
"Adopting Ordinance" shall mean City Council Ordinance No. 2025-36 approving and
adopting this Agreement.
November 12, 2025
"Agreement" shall mean this Development Agreement, as the same may be amended from
time to time.
"Agreement Date" shall mean the date first written above, which date is the date the City
Council adopted the Adopting Ordinance.
"AHIP" shall mean the Affordable Housing Implementation Plan attached hereto as
Exhibit C, as may be amended from time to time.
"CE A" shall mean the California Environmental Quality Act (California Public
Resources Code sections 21000-21177) and the implementing regulations promulgated thereunder
by the Secretary for Resources (California Code of Regulations, Title 14, section 15000 et seq.),
as the same may be amended from time to time.
"Cily" shall mean the City of Newport Beach, a California charter city.
"City Council" shall mean the governing body of City.
"City's Affiliated Parties" shall have the meaning ascribed in Section 10.1 of this
Agreement.
"Claim" shall have the meaning ascribed in Section 10.1 of this Agreement.
"Consumer Price Index" or "CPI" shall mean the Consumer Price Index published from
time to time by the United States Department of Labor, Bureau of Labor Statistics for all urban
consumers (all items) for the Los Angeles -Long Beach -Anaheim, California Area, All Urban
Consumers, All Items, Base Period (1982-84=100), or, if such index is discontinued, such other
similar index as may be publicly available that is selected by City in its reasonable discretion.
"Cure Period" shall have the meaning ascribed in Section 8.1 of this Agreement.
"Default" shall have the meaning ascribed to that term in Section 8.1 of this Agreement.
"Develop" or "Development" shall mean to improve or the improvement of the Property,
including but not limited to:, grading; demolition, the construction of infrastructure and public
facilities related to the Project, whether located within or outside the Property; the construction of
all of the private improvements and facilities comprising the Project; the preservation or
restoration, as required of natural and man-made or altered open space areas; the installation of
landscaping; and subdivisions of land.
"Developer" shall mean the owner of that certain real property located in the City of
Newport Beach, County of Orange, State of California commonly referred to as 4665 and 4685
MacArthur Boulevard and 4770 Campus Drive (APN ## 445-121-14 and 445-121-05. As of the
Agreement Date, Developer is the same as Property Owner MacArthur Court I LLC.
"Development Agreement Ordinance" shall mean Chapter 15.45 of the City of Newport
Beach Municipal Code.
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"Development Agreement Statute" shall mean California Government Code
sections 65864-65869.5, inclusive.
"Development Exactions" shall mean any requirement of City in connection with or
pursuant to any ordinance, resolution, rule, or official policy for the dedication of land, the
construction or installation of any public improvement or facility, or the payment of any fee or
charge in order to lessen, offset, mitigate, or compensate for the impacts of development of the
Project on the environment or other public interests.
"Development Impact Fee" shall mean the development impact fee adopted by the City on
November 12, 2024, pursuant to Resolution No. 2024-83.
"Development Plan" shall mean all of the land use entitlements, approvals and permits
approved by the City for the Project on or before the Agreement Date, as the same may be amended
from time to time consistent with this Agreement. Such land use entitlements, approvals and
permits include, without limitation, the following: (1) the Development rights as provided under
this Agreement; (2) the AHIP; and (3) all conditions of approval and all mitigation measures
approved for the Project on or before the Agreement Date.
"Development Regulations" shall mean the following regulations as they are in effect as
of the Agreement Date and to the extent they govern or regulate the development of the Property,
but excluding any amendment or modification to the Development Regulations adopted, approved,
or imposed after the Agreement Date that impairs or restricts Property Owners' rights set forth in
this Agreement, unless such amendment or modification is expressly authorized by this Agreement
or is agreed to by Property Owners in writing: the General Plan; the Development Plan; and, to the
extent not expressly superseded by the Development Plan or this Agreement, all other land use
and subdivision regulations governing the permitted uses, density and intensity of use, design,
improvement, and construction standards and specifications, procedures for obtaining required
City permits and approvals for development, and similar matters that may apply to development
of the Project on the Property during the Term of this Agreement that are set forth in Title 15 of
the Newport Beach Municipal Code (buildings and construction), Title 19 of the Newport Beach
Municipal Code (subdivisions), and Title 20 of the Newport Beach Municipal Code (planning and
zoning). Notwithstanding the foregoing, the term "Development Regulations," as used herein,
does not include any City ordinance, resolution, code, rule, regulation or official policy governing
any of the following: (i) the conduct of businesses, professions, and occupations; (ii) taxes and
assessments; (iii) the control and abatement of nuisances; (iv) the granting of encroachment
permits and the conveyance of rights and interests which provide for the use of or the entry upon
public property; or (v) the exercise of the power of eminent domain.
"Effective Date" shall mean the latest of all of the following dates occurring: (i) the date
that is thirty (30) days after the Agreement Date; (ii) if a referendum concerning the Adopting
Ordinance is timely qualified for the ballot and a referendum election is held concerning the
Adopting Ordinance, the date on which the referendum is certified resulting in upholding and
approving the Adopting Ordinance and becomes effective; (iii) if a lawsuit is timely filed
challenging the validity or legality of the Adopting Ordinance, this Agreement, and/or the AHIP,
the date on which said challenge is finally resolved in favor of the validity or legality of the
Adopting Ordinance, this Agreement, and/or the AHIP, whether such finality is achieved by a final
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non -appealable judgment, voluntary or involuntary dismissal (and the passage of any time required
to appeal an involuntary dismissal), or binding written settlement agreement. Promptly after the
Effective Date occurs, the Parties agree to cooperate in causing an appropriate instrument to be
executed and recorded against the Property memorializing the Effective Date.
"Environmental Laws" means all federal, state, regional, county, municipal, and local laws,
statutes, ordinances, rules, and regulations which are in effect as of the Agreement Date, and all
federal, state, regional, county, municipal, and local laws, statutes, rules, ordinances, rules, and
regulations which may hereafter be enacted and which apply to the Property or any part thereof,
pertaining to the use, generation, storage, disposal, release, treatment, or removal of any Hazardous
Substances, including without limitation the following: the Comprehensive Environmental
Response Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601, et SeMc ., as amended
("CERCLA"); the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act of 1976, 42 U.S.C. Sections 6901, et SeMc ., as amended ("RCRA"); the Emergency
Planning and Community Right to Know Act of 1986, 42 U.S.C. Sections 11001 et sea., as
amended; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., as
amended; the Clean Air Act, 42 U.S.C. Sections 7401 et seq., as amended; the Clean Water Act,
33 U.S.C. Section 1251, et seM., as amended; the Toxic Substances Control Act, 15 U.S.C.
Sections 2601 et seq., as amended; the Federal Insecticide, Fungicide and Rodenticide Act, 7
U.S.C. Sections 136 et seq., as amended; the Federal Safe Drinking Water Act, 42 U.S.C. Sections
300f et seq., as amended; the Federal Radon and Indoor Air Quality Research Act, 42 U.S.C.
Sections 7401 et sea., as amended; the Occupational Safety and Health Act, 29 U.S.C. Sections
651 et seq., as amended; and California Health and Safety Code Section 25100, et SeMc .
"General Plan" shall mean City's 2006 General Plan adopted by the City Council on
July 25, 2006, by Resolution No. 2006-76, as amended by Resolution No. 2022-60, Resolution
No. 2022-80, Resolution No. 2024-51, and any other amendments through the Agreement Date
and such amendments expressly authorized by this Agreement or specifically agreed to by Property
Owners consistent with Section 4.3 below.
"Hazardous Substances" means any toxic substance or waste, pollutant, hazardous
substance or waste, contaminant, special waste, industrial substance or waste, petroleum or
petroleum -derived substance or waste, or any toxic or hazardous constituent or additive to or
breakdown component from any such substance or waste, including without limitation any
substance, waste, or material regulated under or defined as "hazardous" or "toxic" under any
Environmental Law.
"MacArthur Boulevard Street Revitalization" shall mean improvements to the public right
of way that City may undertake on and along MacArthur Boulevard between Campus Drive and
Bowsprit Drive.
"Mortgage" shall mean a mortgage, deed of trust, sale and leaseback arrangement, or any
other form of conveyance in which the Property, or a part or interest in the Property, is pledged as
security and contracted for in good faith and for fair value.
"Mortgagee" shall mean the holder of a beneficial interest under a Mortgage or any
successor or assignee of the Mortgagee.
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"Notice of Default" shall have the meaning ascribed in Section 8.1 of this Agreement.
'TaM" shall mean either City or one or both Property Owners as determined by the
context.
"Parties" shall mean City and one or both Property Owners as determined by the context.
"Permitted Transferee" shall mean a party to whom an interest in or fee title to the Property,
in whole or in part, is transferred as provided in Article 11 of this Agreement.
"Project" shall mean the development of up to 700 residential rental units and 10,000
square feet of retail and/or restaurant space, including all on -site and off -site improvements related
thereto, that Property Owners are authorized to construct with respect to each parcel of the
Property, as provided in this Agreement and the Development Regulations, as the same may be
modified or amended from time to time consistent with this Agreement and applicable law.
"Pro e " is described in Exhibit A and depicted on Exhibit B.
"Property Owner" shall mean The Irvine Company LLC or MacArthur Court I LLC or the
applicable successor or assignee to all or any portion of the rights, title, and interest in and to
ownership of all or a portion of the Property, as determined by the context. As of the Agreement
Date, MacArthur Court I LLC is a Property Owner and the Developer.
"Property Owners" shall mean The Irvine Company LLC and MacArthur Court I LLC and
any successor or assignee to all or any portion of the rights, title, and interest in and to ownership
of all or a portion of the Property.
"Public Benefit Fee" shall have the meaning ascribed in Section 3.1 of this Agreement.
"Subsequent Development Approvals" shall mean all discretionary development and
building approvals that Property Owners are required to obtain to Develop the Project on and with
respect to the Property after the Agreement Date consistent with the Development Regulations and
this Agreement.
"Term" shall have the meaning ascribed in Section 2.4 of this Agreement.
"Termination Date" shall have the meaning ascribed in Section 2.4 of this Agreement.
"Transfer" shall have the meaning ascribed in Section 11 of this Agreement.
2. General Provisions.
2.1 Plan Consistency, Zoning Implementation.
This Agreement, the Development Plan and the Development Regulations applicable to
the Property are consistent with the City's zoning and the General Plan.
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2.2 Binding Effect of Agreement.
The Property is hereby made subject to this Agreement. Development of the Property is
hereby authorized and shall be carried out in accordance with the terms of this Agreement.
2.3 Property Owners' Representations and Warranties Regarding Ownership of the
Property and Related Matters Pertaining to this Agreement.
Each Property Owner for itself, and each person executing this Agreement on behalf of a
Property Owner, hereby represents and warrants to City as follows: (i) that Property Owner is
owner of the fee simple title to the Property or portion thereof as set forth in Recital A of this
Agreement; (ii) that Property Owner is duly formed and existing and is authorized to do business
in the State of California; (iii) that all actions required to be taken by all persons and entities
comprising Property Owner to enter into this Agreement have been taken and that Property Owner
has the legal authority to enter into this Agreement; (iv) that Property Owner's entering into and
performing its obligations set forth in this Agreement will not result in a violation of any
obligation, contractual or otherwise, that Property Owner or any person or entity comprising
Property Owner has to any third party; (v) that neither Property Owner nor any co-owner
comprising Property Owner is the subject of any voluntary or involuntary bankruptcy or
insolvency petition; and (vi) that Property Owner has no actual or constructive knowledge of any
pending or threatened claims of any person or entity affecting the validity of any of the
representations and warranties set forth in clauses (i)-(vi), inclusive, or affecting Property Owner's
authority or ability to enter into or perform any of its obligations set forth in this Agreement.
2.4 Term.
The term of this Agreement (the "Term") shall commence on the Effective Date and shall
continue for a period of ten (10) years after the Effective Date unless otherwise terminated or
modified pursuant to the terms of this Agreement or the mutual written agreement of the Parties
hereto.
Notwithstanding any other provision set forth in this Agreement to the contrary, if any
Party reasonably determines that the Effective Date will not occur because (i) the Adopting
Ordinance has been disapproved by the City's voters at a referendum election or (ii) a court of
competent jurisdiction issues a final non -appealable order or judgement is entered that directs the
City to set aside the Adopting Ordinance, this Agreement and/or any of the Development
Regulations for the Project approved on or before the Agreement Date that expressly mandate any
approvals issued pursuant to such Development Regulations be set aside; then such Party, in its
sole and absolute discretion shall have the right to terminate this Agreement upon delivery of
written notice of termination to the other Party.
The Termination Date shall be the earliest of the following dates: (i) the tenth (loth)
anniversary of the Effective Date; or (ii) such earlier date that this Agreement is terminated in
accordance with this Section 2.4, Articles 5 and 7, and/or Section 8.3 of this Agreement and/or
Sections 65865.1 and/or 65868 of the Development Agreement Statute. Further, upon completion
of the Project in accordance with the terms of this Agreement, including Developer's complete
satisfaction, performance, and payment, as applicable, of all applicable Development Exactions,
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the issuance of all required final occupancy permits, and acceptance by City or applicable public
agency(ies) or private entity(ies) of all required offers of dedication, if any, Property Owners, in
their sole and absolute discretion, shall have the right to terminate this Agreement upon delivery
of written notice of termination to City, in which event neither Party shall have any further rights
or obligations hereunder.
Notwithstanding any other provision set forth in this Agreement to the contrary, the
provisions set forth in Article 10 and Section 13.10 (as well as any other Property Owners'
obligations set forth in this Agreement that are expressly written to survive the Termination Date)
shall survive the Termination Date of this Agreement.
3. Public Benefits.
3.1 Public Benefit Fee.
As consideration for this Agreement, Developer shall pay to City a fee that shall be in
addition to any other fee or charge to which the Property and the Project would otherwise be
subject (herein, the "Public Benefit Fee") in the sum of Seventeen Thousand Dollars and 00/100
($17,000.00) per unit payable at the issuance of the respective building permit for any of the 700
residential units that are issued a building permit on or after July 1, 2028. Development of all or
a portion of the 700 residential units on the Property shall not be subject to a Public Benefit Fee
for any units that are issued a building permit for such residential units before July 1, 2028.
3.2 Other Public Benefits. In addition to the Public Benefit Fee, the direct and indirect
benefits the City shall receive pursuant to this Development Agreement are as follows:
3.2.1 Open Space. Prior to the issuance of the final certificate of occupancy for
the 700 residential units of the Project, the applicable Property Owner(s) shall record an easement
for a 1.0-acre publicly accessible open space, but privately owned and maintained, within the
Property. Prior to the issuance of the final building permit for the 700 residential units of the
Project, the City and applicable Property Owner(s) shall reasonably agree to a mutually acceptable
form of such easement. The provision of the publicly accessible open space pursuant to this
Section 3.2.1 is in -lieu of any park fee or dedication that would otherwise be applicable to the
Project, including as may be required pursuant to General Plan Policy 6.15.13 of the Newport
Beach Municipal Code or any other Development Regulation.
3.2.2 MacArthur Boulevard Revitalization Fee. Developer shall provide funding
in the amount of Three Million Two Hundred Fifty Thousand Dollars and 00/100 ($3,250,000.00)
to the City for the MacArthur Boulevard Street Revitalization (herein "MacArthur Boulevard
Street Revitalization Fee") work to be completed by the City, to be paid at the issuance of the first
building permit for all or any portion of the 700 residential units on the Property. If Property
Owners do not complete development all 700 residential units prior to the expiration of this
Agreement, then City agrees that Developer or its designated affiliate(s) shall receive a credit for
a portion of the MacArthur Boulevard Revitalization Fee (determined on a pro rata basis based on
residential units remaining to be developed) that Developer or its designated affiliate(s) may apply
against any Development Impact Fee required for development in the City, which credit shall
survive the termination of this Agreement.
November 12, 2025
3.2.3 Development Impact Fee. The Developer shall pay the applicable
Development Impact Fee at the issuance of the respective building permit for any of the 700
residential units.
3.2.4 Affordable Housing Obli ag_tion. The Parties agree that Developer's
compliance with the AHIP satisfies any obligation of Property Owners to the City with respect to
the provision of affordable housing for the Project or the Property pursuant to and during the Term
of this Agreement. The adopted AHIP may be amended by the mutual consent of the Parties
without requiring an amendment to this Agreement.
Any unpaid portion of the per unit Public Benefit Fee set forth in Section 3.1 and the
MacArthur Boulevard Street Revitalization Fee set forth in Section 3.2.2 shall be adjusted for
inflation based upon percentage increases in the CPI as provided herein. The first CPI adjustment
of the per unit Public Benefit Fee and MacArthur Boulevard Street Revitalization Fee shall occur
on July 1, 2029, (the first "Fee Adjustment Date") and subsequent CPI adjustments shall occur on
each anniversary of the first Fee Adjustment Date thereafter until expiration of the Term of this
Agreement. The amount of the CPI adjustment on the applicable Fee Adjustment Date shall in
each instance be calculated based on the then most recently available CPI figures such that, for
example, if the Effective Date of this Agreement falls on July 1 and the most recently available
CPI figure on the first Fee Adjustment Date (for illustration assumed to be January 1 of the
following year) is the CPI for November of the preceding year, the percentage increase in the CPI
for that partial year (a 6-month period) shall be calculated by comparing the CPI for November of
the preceding year with the CPI for May of the preceding year (a 6-month period). In no event,
however, shall application of the CPI reduce the amount of the Public Benefit Fee or MacArthur
Boulevard Street Revitalization Fee (or unpaid portions thereof) below the amount in effect prior
to any applicable Fee Adjustment Date.
3.3 Public Benefit Administration.
Developer and Property Owner(s) acknowledge by each's approval and execution of this
Agreement that it/they is/are voluntarily agreeing to pay or provide the applicable Public Benefits
as set forth in this Article 3 if and when Development of any of the 700 residential units is
undertaken, that the obligation to pay or provide the Public Benefit Fee for each residential unit
developed is an essential term of this Agreement and is not severable from City's obligations and
Property Owners' vesting rights to be acquired hereunder, and that Developer and Property
Owners expressly waive any constitutional, statutory, or common law right it/they might have in
the absence of this Agreement to protest or challenge the payment of such fee on any ground
whatsoever, including without limitation pursuant to the Fifth and Fourteenth Amendments to the
United States Constitution, California Constitution Article I Section 19, the Mitigation Fee Act
(California Government Code Section 66000 et seq.), or otherwise.
In addition to any other remedy set forth in this Agreement for Developer's Default, if Developer
fails to pay timely any portion of the Public Benefit Fee or MacArthur Boulevard Street
Revitalization Fee identified in Article 3 when due, City shall have the right to withhold issuance
of any further building permits, occupancy permits, or other development or building permits for
the Project. While certain public benefits set forth in Section 3.1 and 3.2 are required of the
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Developer, each Property Owner understands that building permits will not be issued until the
public benefits fees required to be paid at the issuance of such building permits are paid.
4. Development of Project.
4.1 Annlicable Regulations, Property Owners' Vested Rights and City's Reservation
of Discretion With Respect to Subsequent Development Approvals.
Other than as expressly set forth in this Agreement, during the Term of this Agreement, (i)
Property Owners shall have the vested right to Develop the Project, including without limitation,
permitted uses, density and intensity of use, the maximum height, size and location of proposed
structures, on and with respect to the Property in accordance with the terms of the Development
Plan, Development Regulations and this Agreement and (ii) City shall not prohibit, prevent, restrict
or condition Development of the Property on grounds inconsistent with the Development Plan,
Development Regulations or this Agreement. Notwithstanding the foregoing, nothing herein is
intended to limit or restrict City's discretion with respect to (i) review and approval requirements
contained in the Development Regulations, (ii) the approval, conditional approval, or denial of any
Subsequent Development Approvals that are required for Development of the Project as of the
Agreement Date provided that all such actions are consistent with the Development Regulations,
or (iii) any environmental approvals that may be required under CEQA or any other federal or state
law or regulation in conjunction with any Subsequent Development Approvals that may be
required for the Project, and in this regard, as to future actions referred to in clauses (i)-(iii) of this
sentence, City reserves its full discretion subject to the limitations under state law. In addition, it
is understood and agreed that nothing in this Agreement is intended to vest Property Owners' rights
with respect to any laws, regulations, rules, or official policies of any other governmental agency
or public utility company with jurisdiction over the Property or the Project; or any applicable
federal or state laws, regulations, rules, or official policies that may be inconsistent with this
Agreement and that override or supersede the provisions set forth in this Agreement, and regardless
of whether such overriding or superseding laws, regulations, rules, or official policies are adopted
or applied to the Property or the Project prior or subsequent to the Agreement Date.
Property Owners have expended and will continue to expend substantial amounts of time
and money planning and preparing for Development of the Project. Property Owners represent
and City acknowledges that Property Owners would not make these expenditures without this
Agreement, and that Property Owners are and will be making these expenditures in reasonable
reliance upon their vested rights to Develop the Project as set forth in this Agreement.
Property Owners may apply to City for permits or approvals to modify or amend the
Development specified in the Development Regulations. In addition, Property Owners may apply
to City for approval of tentative tract maps or tentative parcel maps, or minor amendments to
existing tentative maps or associated conditions of approval, consistent with City of Newport
Beach Municipal Code Section 19.12.090. This Agreement does not constitute a promise or
commitment by City to approve any such permit or approval, or to approve the same with or
without any particular requirements or conditions including any applicable Development Impact
Fees, and City's discretion with respect to such matters shall be the same as it would be in the
absence of this Agreement. If approved by City, then any such permits or approvals shall be vested
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in the same manner as provided in this Agreement for the Development Regulations, and shall be
a part of and included in the Development Plan without requiring an amendment of this Agreement.
4.2 No Conflicting Enactments.
Except to the extent City reserves its discretion as expressly set forth in this Agreement,
during the Term of this Agreement, City shall not apply to the Project or the Property any
ordinance, policy, rule, regulation, or other measure relating to Development of the Project that is
enacted or becomes effective after the Agreement Date to the extent it conflicts with this
Agreement unless a court of competent jurisdiction in a final and non -appealable order or judgment
expressly mandates that any approvals issued pursuant to the Development Regulations be set
aside. This Section 4.2 shall not restrict the City's ability to enact an ordinance, policy, rule,
regulation, or other measure applicable to the Project pursuant to California Government Code
Section 65866 consistent with the procedures specified in Section 4.3 of this Agreement. In
Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, the California Supreme Court
held that a construction company was not exempt from a city's growth control ordinance even
though the city and construction company had entered into a consent judgment (tantamount to a
contract under California law) establishing the company's vested rights to develop its property
consistent with the zoning. The California Supreme Court reached this result because the consent
judgment failed to address the timing of development. The Parties intend to avoid the result of the
Pardee case by acknowledging and providing in this Agreement that Property Owners shall have
the vested right to Develop the Project on and with respect to the Property at the rate, timing, and
sequencing that Property Owners deem appropriate within the exercise of Property Owners' sole
subjective business judgment, provided that such Development occurs in accordance with this
Agreement and the Development Regulations, notwithstanding adoption by City's electorate of an
initiative to the contrary after the Effective Date. No City moratorium or other similar limitation
relating to the rate, timing, or sequencing of the Development of all or any part of the Project and
whether enacted by initiative or another method, affecting subdivision maps, building permits,
occupancy certificates, or other entitlement to use, shall apply to the Project to the extent such
moratorium or other similar limitation restricts Property Owners' vested rights in this Agreement
or otherwise conflicts with the express provisions of this Agreement. Nothing herein shall obligate
Property Owners to Develop the Project.
4.3 Reservations of Authority.
Notwithstanding any other provision set forth in this Agreement to the contrary, the laws,
rules, regulations, and official policies set forth in this Section 4.3 shall apply to and govern the
Development of the Project on and with respect to the Property.
4.3.1 Procedural Regulations. Procedural regulations relating to hearing bodies,
petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and
any other matter of procedure shall apply to the Property, provided that such procedural regulations
are adopted and applied City-wide or to all other properties similarly situated in City.
4.3.2 Processing and Permit Fees. City shall have the right to charge, and the
respective Property Owners shall be required to pay, all applicable processing and permit fees to
cover the reasonable cost to City of processing and reviewing applications and plans for any
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required Subsequent Development Approvals, building permits, excavation and grading permits,
encroachment permits, and the like, for performing necessary studies and reports in connection
therewith, inspecting the work constructed or installed by or on behalf of such Property Owner,
and monitoring compliance with any requirements applicable to Development of the Project, all at
the rates in effect at the time fees are due.
4.3.3 Consistent Future City Regulations. City ordinances, resolutions,
regulations, and official policies governing Development which do not conflict with the
Development Regulations, or with respect to such regulations that do conflict, where Property
Owners have consented in writing to the regulations, shall apply to the Property.
4.3.4 Development Exactions Applicable to Property. During the Term of this
Agreement, Developer shall be required to satisfy and pay the Public Benefit Fee (Section 3.1),
provision of open space (Section 3.2.1), MacArthur Boulevard Revitalization Fee (Section 3.2.2),
Development Impact Fee (Section 3.2.3), and affordable housing obligations (Section 3.2.4) as set
forth in this Agreement, and any applicable traffic fees required pursuant to the Fair Share Traffic
Contribution Ordinance (Chapter 15.38 of the City's Municipal Code) and the Traffic Phasing
Ordinance (Chapter 15.40 of the City's Municipal Code) at the time performance or payment of
any such fees are due as set forth in the Fair Share Traffic Contribution Ordinance and Traffic
Phasing Ordinance. Other than the foregoing, Property Owners shall not be required to pay any
Development Exaction for the Project and City shall not alter, increase, or modify any public
benefits set forth in Article 3 or Development Exactions required under this Agreement in a
manner that is inconsistent with the Development Plan, Development Regulations or this
Agreement without Property Owners' prior written consent or as may be otherwise required
pursuant to overriding federal or state laws or regulations (Section 4.3.5 hereinbelow). In addition,
nothing in this Agreement is intended or shall be deemed to vest Property Owners against the
obligation to pay any of the following (which are not included within the definition of
"Development Exactions") in the amount that would apply in the absence of this Agreement: (i)
City's normal fees for processing, environmental assessment and review, tentative tract and parcel
map review, plan checking, site review and approval, administrative review, building permit,
grading permit, inspection, and similar fees imposed to recover City's costs associated with
processing, reviewing, and inspecting project applications, plans, and specifications; (ii) fees and
charges levied by any other public agency, utility, district, or joint powers authority, regardless of
whether City collects those fees and charges; or (iii) community facility district special taxes or
special district assessments or similar assessments, business license fees, bonds or other security
required for public improvements, transient occupancy taxes, sales taxes, property taxes, sewer
lateral connection fees, water service connection fees, new water meter fees, and the Property
Development Tax payable under Section 3.12 of City's Municipal Code.
4.3.5 Overriding Federal and State Laws and Regulations. Federal and state laws
and regulations that override Property Owners' vested rights set forth in this Agreement shall apply
to the Property, together with any City ordinances, resolutions, regulations, and official policies
that are necessary to enable City to comply with the provisions of any such overriding federal or
state laws and regulations, provided that (i) Property Owners do not waive their right to challenge
or contest the validity of any such purportedly overriding federal, state, or City law or regulation;
and (ii) upon the discovery of any such overriding federal, state, or City law or regulation that
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prevents or precludes compliance with any provision of this Agreement, City or Property Owner
shall provide to the other Parties a written notice identifying the federal, state, or City law or
regulation, together with a copy of the law or regulation and a brief written statement of the
conflict(s) between that law or regulation and the provisions of this Agreement. Promptly
thereafter City and Property Owners shall meet and confer in good faith in a reasonable attempt to
determine whether a modification or suspension of this Agreement, in whole or in part, is necessary
to comply with such overriding federal, state, or City law or regulation. In such negotiations, City
and Property Owners agree to preserve the terms of this Agreement and the rights of Property
Owners as derived from this Agreement to the maximum feasible extent while resolving the
conflict. City agrees to cooperate with Property Owners at no cost to City in resolving the conflict
in a manner which minimizes any financial impact of the conflict upon Property Owners. City
also agrees to process in a prompt manner a Property Owner's proposed changes to the Project and
any of the Development Regulations as may be necessary to comply with such overriding federal,
state, or City law or regulation; provided, however, that the approval of such changes by City shall
be subject to the discretion of City, consistent with this Agreement.
4.3.6 Public Health and Safety. Any City ordinance, resolution, rule, regulation,
program, or official policy that is necessary to protect persons on the Property or in the immediate
vicinity from conditions dangerous to their health or safety, as reasonably determined by City,
shall apply to the Property, even though the application of the ordinance, resolution, rule
regulation, program, or official policy would result in the impairment of Property Owners' vested
rights under this Agreement.
4.3.7 Uniform Building Standards. Existing and future building and
building -related standards set forth in the uniform codes adopted and amended by City from time
to time, including building, plumbing, mechanical, electrical, housing, swimming pool, and fire
codes, and any modifications and amendments thereof shall all apply to the Project and the
Property to the same extent that the same would apply in the absence of this Agreement.
4.3.8 Public Works Improvements. To the extent a Property Owner constructs or
installs any public improvements, works, or facilities, the City standards in effect for such public
improvements, works, or facilities at the time of City's issuance of a permit, license, or other
authorization for construction or installation of same shall apply.
4.3.9 No Guarantee or Reservation of Utility Capacity. Notwithstanding any
other provision set forth in this Agreement to the contrary, nothing in this Agreement is intended
or shall be interpreted to require City to guarantee or reserve to or for the benefit of Property
Owners or the Property any utility capacity, service, or facilities that may be needed to serve the
Project, whether domestic or reclaimed water service, sanitary sewer transmission or wastewater
treatment capacity, downstream drainage capacity, or otherwise, and City shall have the right to
limit or restrict Development of the Project if and to the extent that City reasonably determines
that inadequate utility capacity exists to adequately serve the Project at the time Development is
scheduled to commence. Notwithstanding the foregoing, City covenants to provide utility services
to the Project on a non-discriminatory basis (i.e., on the same terms and conditions that City
undertakes to provide such services to other similarly situated new developments in the City of
Newport Beach as and when service connections are provided and service commences).
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4.4 Tentative Subdivision Maps.
City agrees that Property Owners may apply for new and existing tentative subdivision
map(s) for the Property consistent with California Government Code sections 66498.1-66498.9
and City of Newport Beach Municipal Code Chapter 19.20 as a Subsequent Development
Approval. Pursuant to the applicable provision of the California Subdivision Map Act (California
Government Code section 66452.6(a)), the life of any tentative subdivision map approved for the
Property, whether designated a "vesting tentative map," or otherwise, shall be extended for the
Term of this Agreement.
5. Amendment or Cancellation of Agreement.
This Agreement may be amended or canceled in whole or in part only by mutual written
and executed consent of the Parties in compliance with California Government Code section 65868
and City of Newport Beach Municipal Code section 15.45.070.
6. Enforcement.
Unless this Agreement is amended, canceled, modified, or suspended as authorized herein
or pursuant to California Government Code section 65869.5, this Agreement shall be enforceable
by either Party despite any change in any applicable general or specific plan, zoning, subdivision,
or building regulation or other applicable ordinance or regulation adopted by City (including by
City's electorate) that purports to apply to any or all of the Property.
7. Annual Review of Property Owner's Compliance With Agreement.
7.1 General.
City shall review this Agreement once during every twelve (12) month period following
the Effective Date for compliance with the terms of this Agreement as provided in Government
Code section 65865.1. Property Owners or Developer shall pay City a reasonable fee in an amount
City may reasonably establish from time to time to cover the actual and necessary costs for the
annual review. City's failure to timely provide or conduct an annual review shall not constitute a
Default hereunder by City.
7.2 Property Owners' Obligation to Demonstrate Good Faith Compliance.
During each annual review by City, Property Owners are required to demonstrate good
faith compliance with the terms of the Agreement. Each Property Owner agrees to furnish such
evidence of good faith compliance as City, in the reasonable exercise of its discretion, may require,
thirty (30) days prior to each anniversary of the Effective Date during the Term; provided,
however, that the evidence may be provided in one submittal for all Property Owners.
7.3 Procedure.
The City shall conduct a review of whether or not each Property Owner has, for the period
under review, complied with the terms of this Agreement, as provided for in the Newport Beach
Municipal Code. If the City finds that Property Owners have so complied, the annual review shall
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be concluded. If the City finds, on the basis of substantial evidence, that a Property Owner has not
so complied, written notice shall be sent to such Property Owner by first class mail of the City's
finding of non-compliance, and Property Owners shall be given at thirty (30) days to cure any
noncompliance. If a cure not relating to the payment of money cannot be completed within thirty
(30) days for reasons which are beyond the control of the Property Owner, such Property Owner
must commence the cure within such thirty (30) days and diligently pursue such cure to
completion. If such Property Owner fails to cure such noncompliance within the time(s) set forth
above, such failure shall be considered to be a Default and City shall be entitled to exercise the
remedies set forth in Article 8 below.
7.4 Annual Review a Non -Exclusive Means for Determining and Requiring Cure of
Property Owners' Default.
The annual review procedures set forth in this Section 7 shall not be the exclusive means
for City to identify a Default by a Property Owner or limit City's rights or remedies for any such
Default.
8. Events of Default.
8.1 General Provisions.
In the event of any material default, breach, or violation of the terms of this Agreement
("Default"), the Party alleging a Default shall have the right to deliver a written notice (each, a
"Notice of Default") to the defaulting Party. The Notice of Default shall specify the nature of the
alleged Default and a reasonable manner and sufficient period of time (thirty (30) days if the
Default relates to the failure to timely make a monetary payment due hereunder and not less than
sixty (60) days in the event of non -monetary Defaults) in which the Default must be cured (the
"Cure Period"). During the Cure Period, the Party charged shall not be considered in Default for
the purposes of termination of this Agreement or institution of legal proceedings. If the alleged
Default is cured within the Cure Period, then the Default thereafter shall be deemed not to exist.
If a non -monetary Default cannot be cured during the Cure Period with the exercise of
commercially reasonable diligence, the defaulting Party must promptly commence to cure as
quickly as possible, and in no event later than sixty (60) days after it receives the Notice of Default,
and thereafter diligently pursue said cure to completion.
8.2 Default by Property Owner(s).
If a Property Owner is alleged to be in default and it disputes the claimed Default, it may
make a written request for an appeal hearing before the City Council within thirty (30) days of
receiving the Notice of Default, and a public hearing shall be scheduled at the next available City
Council meeting to consider such Property Owner's appeal of the Notice of Default. Failure to
appeal a Notice of Default to the City Council within the thirty (30) business days shall result in
waiver of any right to a hearing on the claimed Default. If Property Owner's appeal of the Notice
of Default is timely and in good faith but after a public hearing of Property Owner's appeal the
City Council concludes that such Property Owner is in Default as alleged in the Notice of Default,
the accrual date for commencement of the sixty (60) day Cure Period provided in Section 8.1 shall
be extended until the City Council's denial of Property Owner's appeal is communicated to
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Property Owner in writing. Notwithstanding any other provision of this Agreement to the contrary,
Developer shall be liable under this Agreement for a Default by any Property Owner.
8.3 City's Qption to Terminate Agreement.
If the City alleges Property Owner(s) Default, City may not terminate this Agreement
without first delivering a written Notice of Default and providing Property Owners with the
opportunity to cure the Default within the Cure Period, as provided in Section 8.1, and complying
with Section 8.2 if the Property Owner timely appeals any Notice of Default. A termination of
this Agreement by City shall be valid if good cause exists and is supported by evidence presented
to the City Council at or in connection with a duly noticed public hearing to establish the existence
of a Default. The validity of any termination may be judicially challenged by Property Owner(s).
Any such judicial challenge must be brought within ninety (90) calendar days of service on
Property Owners, by first class mail, postage prepaid, of written notice of termination by City or a
written notice of City's determination of an appeal of the Notice of Default as provided in
Section 8.2.
8.4 Default by City.
If a Property Owner alleges a City Default and alleges that the City has not cured the
Default within the Cure Period, such Property Owner may pursue any equitable remedy available
to it under this Agreement, including, without limitation, an action for a writ of mandamus,
injunctive relief, or specific performance of City's obligations set forth in this Agreement. Upon
a City Default, any resulting delays in a Property Owner's performance hereunder shall neither be
a Property Owner Default nor constitute grounds for termination or cancellation of this Agreement
by City and shall, at Property Owner's option (and provided Property Owner delivers written
notice to City within thirty (30) days of the commencement of the alleged City Default), extend
the Term for a period equal to the length of the delay.
8.5 Waiver.
Failure or delay by a Party in delivering a Notice of Default shall not waive that Party's
right to deliver a future Notice of Default of the same or any other Default.
8.6 Specific Performance Remedy.
Due to the size, nature, and scope of the Project, it will not be practical or possible to restore
the Property to its pre-existing condition once implementation of this Agreement has begun. After
such implementation, Property Owners and City may be foreclosed from other choices they may
have had to plan for the development of the Property, to utilize the Property or provide for other
benefits and alternatives. Property Owners 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. It is not possible to determine the sum of
money which would adequately compensate Property Owners or City for such efforts. For the
above reasons, Property Owners and City agree that damages would not be an adequate remedy if
either City or a Property Owner fails to carry out its obligations under this Agreement. Therefore,
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specific performance of this Agreement is necessary to compensate Property Owners if City fails
to carry out its obligations under this Agreement or to compensate City if a Property Owner fails
to carry out its obligations under this Agreement.
8.7 Monetary Damages.
The Parties agree that monetary damages shall not be an available remedy for any Party
for a Default hereunder by another Party; provided, however, that (i) nothing in this Section 8.7 is
intended or shall be interpreted to limit or restrict City's right to recover the Public Benefit Fee or
MacArthur Boulevard Street Revitalization Fee as set forth herein and/or (ii) nothing in this
Section 8.7 is intended or shall be interpreted to limit or restrict Property Owner's indemnity
obligations set forth in Article 10. In no event shall damages otherwise be awarded against a Party
upon an event of default or upon termination of this Agreement Property Owners expressly agree
that the City, any City agencies and their respective elected and appointed council, boards,
commissions, officers, agents, employees, volunteers and representatives (collectively, for
purposes of this Section 8.7, "City") shall not be liable for any monetary damage for a Default by
the City or any claims against City arising out of this Agreement. The sole and exclusive judicial
remedy for Property Owners in the event of a Default by the City shall be an action in mandamus,
specific performance, or other injunctive or declaratory relief. Notwithstanding the foregoing,
nothing in this Section 8.7 is intended or shall be interpreted to limit or restrict Property Owner(s)
right(s) to recover repayment of the Public Benefit Fee, MacArthur Boulevard Street Revitalization
Fees or any Development Exaction as set forth in Section 4.3.4 paid by Developer in the event of
a determination by a court of competent jurisdiction of (i) the City's Default or (ii) that directs the
City to set aside the Adopting Ordinance or this Agreement and/or any of the Development
Regulations for the Project approved on or before the Agreement Date and expressly mandates
that any approvals issued pursuant to such Development Regulations be set aside.
8.8 Additional City Remedy for Property Owners' Default.
In the event of any Default by a Property Owner, in addition to any other remedies which
may be available to City, whether legal or equitable, City shall be entitled to receive and retain any
Development Exactions applicable to the Project or the Property, including any fees, grants,
dedications, or improvements to public property which it may have received from such Property
Owner prior to Property Owner's Default without recourse from Property Owner or its successors
or assigns.
8.9 No Personal Liability of City Officials, Employees, or Agents. No City official,
employee, or agent shall have any personal liability hereunder for a Default by City of any of its
obligations set forth in this Agreement.
9. Force Mai eure.
No Party shall be deemed to be in Default where failure or delay in performance of any of
its obligations under this Agreement is caused, through no fault of the Party whose performance
is prevented or delayed, by floods, earthquakes, other acts of God, fires, wars, riots or similar
hostilities, strikes or other labor difficulties, state or federal regulations, or court actions. Except
as specified above, nonperformance shall not be excused because of the act or omission of a third
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person (other than another Party). In no event shall the occurrence of an event of force majeure
operate to extend the Term of this Agreement. In addition, in no event shall the time for
performance of a monetary obligation, including without limitation Developer's obligation to pay
Public Benefit Fees, be extended pursuant to this Section.
10. Indemnity Obligations.
10.1 Indemnity Arising From Acts or Omissions of Property Owner(s).
Each Property Owner shall indemnify, defend and hold harmless City or City's officials,
employees, agents, attorneys, and contractors (collectively, the "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 such Property Owner
or its agents, contractors, subcontractors, agents, or employees in the course of Development of
the Project or any other activities of such Property Owner pursuant to this Agreement. In the event
the Property Owner disputes that the Claim arises from or relates to its acts, omissions, or
operations, then Property Owners shall jointly indemnify, defend and hold harmless the City and
City's Affiliated Parties in defending the Claim. 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 the
indemnifying Property Owner shall pay the reasonable cost for defense of any Claim. The
indemnity provisions in this Section 10.1 shall survive the Termination Date.
10.2 Third Pgty Litigation.
In addition to its indemnity obligations set forth in Section 10.1, the Developer 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 Agreement, the Adopting Ordinance, any of the Development Regulations for the
Project (including without limitation any actions taken pursuant to CEQA with respect thereto), or
the approval of any permit granted pursuant to this Agreement. (For the avoidance of doubt, this
indemnity obligation does not extend to any Claims to attack, set aside, void or annul the City's
General Plan, any element thereof, or zoning where Developer is not a party to the litigation as a
named defendant or real party in interest in a direct challenge to the Project. In no event shall this
be construed as obligating the City to defend against or take other action that is related in any way,
directly or indirectly, to a challenge, lawsuit, or other legal action to attack, set aside, void or annul
the City's General Plan, any element thereof, or zoning.) Said indemnity obligation shall include
payment of reasonable attorney's fees, expert witness fees, and court costs. City shall promptly
notify the Developer of any such Claim and City shall cooperate with the Developer in the defense
of such Claim. If City fails to promptly notify Developer of such Claim, Developer shall not be
responsible to indemnify, defend, and hold City harmless from such Claim until Developer is so
notified and if City fails to cooperate in the defense of a Claim Developer shall not be responsible
to defend, indemnify, and hold harmless City during the period that City so fails to cooperate or
for any losses attributable thereto. 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
Developer's indemnity obligation, provided that such counsel shall reasonably cooperate with
Developer in an effort to minimize the total litigation expenses incurred by Developer. In the event
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either City or Developer recover any attorney's fees, expert witness fees, costs, interest, or other
amounts from the party or parties asserting the Claim, Developer shall be entitled to retain the
same (provided they have fully performed their indemnity obligations hereunder). The indemnity
provisions in this Section 10.2 shall commence on the Agreement Date, regardless of whether the
Effective Date occurs, and shall survive the Termination Date.
10.3 Environmental Indemnity.
In addition to its indemnity obligations set forth in Section 10.1, each Property Owner on
its own behalf shall indemnify, defend, and hold harmless City and City's Affiliated Parties from
and against any and all Claims for personal injury or death, property damage, economic loss,
statutory penalties or fines, and damages of any kind or nature whatsoever, including without
limitation attorney's fees, expert witness fees, and costs, based upon or arising from the storage,
handling, transport, or disposal of any Hazardous Substance on, to, or from the Property, and any
other area disturbed, graded, or developed by Property Owners, by or on behalf of such Property
Owner in connection with such Property Owner's Development of the Project. The indemnity
provisions in this Section 10.3 shall survive the Termination Date.
11. Assignment.
Each Property Owner and/or Developer shall have the right to sell, transfer, or assign
(hereinafter, collectively, a "Transfer") such Property Owner's or Developer's interest in or fee
title to the Property, in whole or in part, to a Permitted Transferee (which successor, as of the
effective date of the Transfer, shall become a "Property Owner" or "Developer" under this
Agreement) at any time from the Agreement Date until the Termination Date without the prior
consent or approval of City; provided, however, that no such Transfer shall violate the provisions
of the Subdivision Map Act (Government Code Section 66410 et seq.) or City's local subdivision
ordinance and shall comply with the requirements of this Section 11. Any Transfer of fee title to
the Property shall include the assignment and assumption of the transferring Property Owner's or
Developer's rights, duties, and obligations set forth in or arising under this Agreement as to the
Property or the portion thereof so Transferred and shall be made in strict compliance with the
following conditions: (i) no Transfer of any of Property Owner's or Developer's rights or interest
under this Agreement shall be made unless made together with the Transfer of all or a part of
Property Owner's or Developer's interest in the Property; (ii) prior to the effective date of any
proposed Transfer, the transferring Property Owner (as transferor) or Developer shall notify City,
in writing, of such proposed Transfer; and (iii) upon the Transfer, the transferring Property Owner
or Developer (as transferor) shall deliver to City a written assignment and assumption, in a
recordable form reasonably approved by the City Attorney, executed by the transferring and
successor Property Owner or Developer, pursuant to which the transferring Property Owner or
Developer assigns to the successor Property Owner or Developer and the successor Property
Owner or Developer assumes from the transferring Property Owner or Developer all of the rights
and obligations of such Property Owner or Developer with respect to the Property, or interest in
the Property, or portion thereof, to be so Transferred, including in the case of a partial Transfer the
obligation to perform such obligations that must be performed that are a condition precedent to the
successor Property Owner's or Developer's right to develop the portion of the Property so
Transferred. Any Permitted Transferee shall have all of the same rights, benefits, duties,
obligations, and liabilities of the transferor Property Owners or Developer under this Agreement
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with respect to the Portion of, or interest in, the Property Transferred to such Permitted Transferee;
provided, however, that in the event of a Transfer of less than all of the Property, or interest in the
Property, no such Permitted Transferee shall have the right to enter into an amendment of this
Agreement that jeopardizes or impairs the rights or increases the obligations of the other Property
Owners or Developer with respect to the balance of the Property.
Notwithstanding any Transfer, the transferring Property Owner or Developer shall
continue to be jointly and severally liable to City, together with the successor Property Owner, to
perform all of the transferred obligations set forth in or arising under this Agreement; provided,
however, that the transferring Property Owner or Developer shall be released from any and all
obligations with respect to the Property so Transferred, or portion thereof in the event of a partial
Transfer if. (i) the transferring Property Owner or Developer no longer has a legal or equitable
interest in the portion of the Property so Transferred other than as a beneficiary under a deed of
trust; (ii) the transferring Property Owner or Developer is not then in Default under this
Agreement; and (iii) the transferring Property Owner or Developer has provided City with the
notice and the fully executed written and recordable assignment and assumption agreement
required as set forth in the first paragraph of this Section 11; and (iv) the successor Property Owner
or Developer either (A) is an affiliate of the transferring Property Owner or Developer, or (B) the
City Manager provides a written release of the transferring Property Owner or Developer after a
review of all documentation reasonably required to the satisfaction of the City Manager, that
demonstrates to the City Manager's reasonable satisfaction that the successor Property Owner or
Developer has the financial resources or commitments available to perform the transferred
obligations at the time and in the manner required under this Agreement. The City Manager's
review of the documentation is a ministerial review, without any public notices or hearings
required.
12. Mortgagee Rights.
12.1 Encumbrances on Property.
The Parties agree that this Agreement shall not prevent or limit Property Owners in any
manner from encumbering the Property, any part of the Property, or any improvements on the
Property with any Mortgage securing financing with respect to the construction, development, use,
or operation of the Project.
12.2 Mortgagee Protection.
This Agreement shall be superior and senior to the lien of any Mortgage. Nevertheless, no
breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage
made in good faith and for value. Any acquisition or acceptance of title or any right or interest in
the Property or part of the Property by a Mortgagee (whether due to foreclosure, trustee's sale,
deed in lieu of foreclosure, lease termination, or otherwise) shall be subject to all of the terms and
conditions of this Agreement. Any Mortgagee who takes title to the Property or any part of the
Property shall be entitled to the benefits arising under this Agreement.
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12.3 Mortgagee Not Obligated.
Notwithstanding the provisions of this Section 12.3, a Mortgagee will not have any
obligation or duty under the terms of this Agreement to perform the obligations of Property Owners
or other affirmative covenants of Property Owners, or to guarantee this performance except that:
(i) the Mortgagee shall have no right to develop the Project under the Development Regulations
without fully complying with the terms of this Agreement; and (ii) to the extent that any covenant
to be performed by Property Owner is a condition to the performance of a covenant by City, that
performance shall continue to be a condition precedent to City's performance.
12.4 Notice of Default to Mortgagee; Right of Mortgagee to Cure.
Each Mortgagee shall, upon written request to City, be entitled to receive written notice
from City of: (i) the results of the periodic review of compliance specified in section 7 of this
Agreement, and (ii) any default by the Property Owner subject to the Mortgage of its obligations
set forth in this Agreement.
Each Mortgagee shall have a further right, but not an obligation, to cure the Default subject
to the Mortgage within thirty (30) days after receiving a Notice of Default with respect to a
monetary Default and within sixty (60) days after receiving a Notice of Default with respect to a
non -monetary Default. If the Mortgagee can only remedy or cure a non -monetary Default by
obtaining possession of the Property or applicable portion thereof, then the Mortgagee shall have
the right to seek to obtain possession with diligence and continuity through a receiver or otherwise,
and to remedy or cure the non -monetary Default within sixty (60) days after obtaining possession
and, except in case of emergency or to protect the public health or safety, City may not exercise
any of its judicial remedies set forth in this Agreement to terminate or substantially alter the rights
of the Mortgagee until expiration of the sixty (60)-day period. In the case of a non -monetary
Default that cannot with diligence be remedied or cured within sixty (60) days, the Mortgagee
shall have additional time as is reasonably necessary to remedy or cure the Default, provided the
Mortgagee promptly commences to cure the non -monetary Default within sixty (60) days and
diligently prosecutes the cure to completion.
13. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy.
14. Miscellaneous Terms.
14.1 Notices.
Any notice or demand that shall be required or permitted by law or any provision of this
Agreement shall be in writing. If the notice or demand will be served upon a Party, it either shall
be personally delivered to the Party; deposited in the United States mail, certified, return receipt
requested, and postage prepaid; or delivered by a reliable courier service that provides a receipt
showing date and time of delivery with courier charges prepaid. The notice or demand shall be
addressed as follows:
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TO CITY: City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Manager
With a copy to: City Attorney
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
TO IRVINE COMPANY LLC: 550 Newport Center Drive
Newport Beach, California 92660
Attn: General Counsel
TO MACARTHUR COURT I 550 Newport Center Drive
LLC: Newport Beach, California 92660
Attn: General Counsel
With a copy to:
Latham & Watkins LLP
10250 Constellation Boulevard, Suite 1100
Century City, California 90067
Attn: Maria Hoye
Any Party may change the address stated in this Section 14.1 by delivering notice to the
other Parties in the manner provided in this Section 14.1, and thereafter notices to such Party shall
be addressed and submitted to the new address. Notices delivered in accordance with this
Agreement shall be deemed to be delivered upon the earlier of: (i) the date received or (iii) three
business days after deposit in the mail as provided above.
14.2 Project as Private Undertaking.
Any future Development of the Project is a private undertaking. No Party is acting as the
agent of the other in any respect, and each Party is an independent contracting entity with respect
to the terms, covenants, and conditions set forth in this Agreement. This Agreement forms no
partnership, joint venture, or other association of any kind. The only relationship between the
Parties is that of a government entity regulating the Development of private property by the owner
or user of the property.
14.3 Cooperation.
Each Party shall cooperate with and provide reasonable assistance to the other Parties to
the extent consistent with and necessary to implement this Agreement. Upon the request of a Party
at any time, the other Parties shall promptly execute, with acknowledgement or affidavit if
reasonably required, and file or record the required instruments and writings and take any actions
as may be reasonably necessary to implement this Agreement or to evidence or consummate the
transactions contemplated by this Agreement.
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14.4 Estoppel Certificates.
At any time, either City or any Property Owner may deliver written notice to the other
Party requesting that that Party certify in writing that, to the best of its knowledge: (i) this
Agreement is in full force and effect and is binding on the Party; (ii) this Agreement has not been
amended or modified either orally or in writing or, if this Agreement has been amended, the Party
providing the certification shall identify the amendments or modifications; and (iii) the requesting
Party is not in Default in the performance of its obligations under this Agreement and no event or
situation has occurred that with the passage of time or the giving of Notice or both would constitute
a Default or, if such is not the case, then the other Party shall describe the nature and amount of
the actual or prospective Default.
The Party requested to furnish an estoppel certificate shall execute and return the certificate
within thirty (30) days following receipt. Requests for the City to furnish an estoppel certificate
shall include reimbursement for all administrative costs incurred by the City including reasonable
attorney's fees incurred by the City in furnishing an estoppel certificate.
14.5 Rules of Construction.
The singular includes the plural; the masculine and neuter include the feminine; "shall" is
mandatory; and "may" is permissive.
14.6 Time Is of the Essence.
Time is of the essence regarding each provision of this Agreement as to which time is an
element.
14.7 Waiver.
The failure by a Party to insist upon the strict performance of any of the provisions of this
Agreement by the other Party, and failure by a Party to exercise its rights upon a Default by the
other Party, shall not constitute a waiver of that Party's right to demand strict compliance by the
other Party in the future.
14.8 Counterparts.
This Agreement may be executed in two 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 and the same agreement.
14.9 Entire Agreement.
This Agreement constitutes the entire agreement between the Parties and supersedes all
prior agreements and understandings, both written and oral, between the Parties with respect to the
subject matter addressed in this Agreement.
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14.10 Severability.
The Parties intend that each and every obligation of the Parties is interdependent and
interrelated with the other, and if any provision of this Agreement or the application of the
provision to any Party or circumstances shall be held invalid or unenforceable to any extent, it is
the intention of the Parties that the remainder of this Agreement or the application of the provision
to persons or circumstances shall be rendered invalid or unenforceable. The Parties intend that
neither Party shall receive any of the benefits of the Agreement without the full performance by
such Party of all of its obligations provided for under this Agreement. Without limiting the
generality of the foregoing, the Parties intend that a Property Owner shall not receive any of the
benefits of this Agreement if such Property Owner's obligations are rendered void or
unenforceable as the result of any third party litigation, and City shall be free to exercise its
legislative discretion to amend or repeal the Development Regulations applicable to such Property
Owner and its Property and such Property Owner shall cooperate as required, despite this
Agreement, should third party litigation result in the nonperformance of Property Owner's
obligations under this Agreement. The provisions of this Section 14.10 shall apply regardless of
whether the Effective Date occurs and after the Termination Date.
14.11 Construction.
This Agreement has been drafted after negotiation and revision. City and Property Owners
are sophisticated parties who were represented by independent counsel throughout the negotiations
or City and Property Owners had the opportunity to be so represented and voluntarily chose to not
be so represented. City and Property Owners each agree and acknowledge that the terms of this
Agreement are fair and reasonable, taking into account their respective purposes, terms, and
conditions. This Agreement shall therefore be construed as a whole consistent with its fair
meaning, and no principle or presumption of contract construction or interpretation, if any, shall
be used to construe the whole or any part of this Agreement in favor of or against either Party.
14.12 Successors and Assigns, Constructive Notice and Acceptance.
The burdens of this Agreement shall be binding upon, and the benefits of this Agreement
shall inure to, all successors in interest to the Parties to this Agreement. All provisions of this
Agreement shall be enforceable as equitable servitudes and constitute covenants running with the
land. Each covenant to do or refrain from doing some act hereunder with regard to Development
of the Property or portion thereof. (i) is for the benefit of and is a burden upon the Property; (ii)
runs with the Property; and (iii) is binding upon each Party and each successor in interest during
its ownership of the Property or any portion thereof. Every person or entity who now or later owns
or acquires any right, title, or interest in any part of the Project or the Property is and shall be
conclusively deemed to have consented and agreed to every provision of this Agreement. This
Section 14.12 applies regardless of whether the instrument by which such person or entity acquires
the interest refers to or acknowledges this Agreement and regardless of whether such person or
entity has expressly entered into an assignment and assumption agreement as provided for in
Article 12.
24
November 12, 2025
14.13 No Third -Party Beneficiaries.
The only Parties to this Agreement are City and Property Owners. This Agreement 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.
14.14 Applicable Law and Venue.
This Agreement shall be construed and enforced consistent with the internal laws of the
State of California, without regard to conflicts of law principles. Any action at law or in equity
arising under this Agreement or brought by any Party 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, or the United States District Court for the
Central District of California. The Parties waive all provisions of law providing for the removal
or change of venue to any other court.
14.15 Section Headings.
All section headings and subheadings are inserted for convenience only and shall not affect
construction or interpretation of this Agreement.
14.16 Incorporation of Recitals and Exhibits.
All of the Recitals are incorporated into this Agreement by this reference. Exhibits A and
B are attached to this Agreement and incorporated by this reference as follows:
EXHIBIT
DESIGNATION
DESCRIPTION
A
Legal Description of Property
B
Depiction of the Property
C
Affordable Housing Implementation Plan
14.17 Recordation.
The City Clerk of City shall record this Agreement and any amendment, modification, or
cancellation of this Agreement in the Office of the County Recorder of the County of Orange
within the period required by California Government Code section 65868.5 and City of Newport
Beach Municipal Code section 15.45.090. The date of recordation of this Agreement shall not
modify or amend the Effective Date or the Termination Date.
[Signature page follows]
25
November 12, 2025
SIGNATURE PAGE TO
DEVELOPMENT AGREEMENT
"PROPERTY OWNER"
The Irvine Company LLC,
a Delaware limited liability company
LIN
"PROPERTY OWNER" AND "DEVELOPER"
MacArthur Court I LLC,
a Delaware limited liability company
By: _
By: _
"CITY"
CITY OF NEWPORT BEACH
Joe Stapleton, Mayor
ATTEST:
Lena Shumway, City Clerk
APPROVED AS TO FORM:
-L, C,-- +"—
Aaron C Pla,rpl
City Mtomey
November 12, 2025
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 )
County of Orange )
On , 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.
Signature
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 )
County of Orange )
On , 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.
Signature
US -ROCS\ 159466499.20
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
The Land referred to herein below is situated in the City of Newport Beach, County of Orange,
State of California, and is described as follows:
PARCF.T. A -
PARCEL 1 OF PARCEL MAP NO. 84-716, IN THE CITY OF NEWPORT BEACH, COUNTY
OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK
196, PAGE 40 THROUGH 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
PARCEL B:
PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 68, PAGE 19 OF PARCEL
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL C:
PARCELS 2,3 AND 4 OF PARCEL MAP NO. 84-716, IN THE CITY OF NEWPORT BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED
IN BOOK 196, PAGES 40 THROUGH 43 OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
APNs:
445-121-14 (Affects Parcel A)
445-121-05 (Affects Parcel B)
445-121-15 (Affects Parcel 2 of Parcel C)
445-121-16 (Affects Parcel 3 of Parcel C)
445-121-17 (Affects Parcel 4 of Parcel C)
US -DOGS\ 159466499.20
EXHIBIT B
DEPICTION OF PROPERTY
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445-121-05� I 1
445-12145
44542147
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445-121-14 445-121-1C �
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US -ROCS\ 159466499.20
EXHIBIT C
Affordable Housing Implementation Plan
[attached hereto)
MACARTHUR COURT
AFFORDABLE HOUSING
IMPLEMENTATION PLAN
Prepared For:
The City of Newport Beach
September 2025
Contents
I. Introduction................................................................................................................................... 1
Background................................................................................................................................... 1
II. Affordable Housing Plan .............................................................................................................. 3
ProposedPlan ............................................................................................................................... 3
Number of Affordable Units/Income Levels........................................................................................................ 3
Implementation......................................................................................................................................................... 4
Conclusion................................................................................................................................................................. 4
III. Consistency with Housing Element....................................................................................................................... 5
IV. Amendments to the AHIP....................................................................................................................................... 5
V. Authority....................................................................................................................................................................5
Figures
Exhibit1 — MacArthur Court ................................................................................................................. 2
MacArthur Court
Affordable Housing Implementation Plan
I. Introduction
The MacArthur Court project approval by the City of Newport Beach will implement the goals and
policies of the City's General Plan. With the project, MacArthur Court, as shown on Exhibit 1, will
consist of a mixed -use office and residential community with retail located at the strategic intersection
of MacArthur Boulevard and Campus Drive in the City's Airport Area, a regional center comprised of
professional office, residential, retail, recreation and hotel uses in proximity to John Wayne Airport.
The subject property is located within the HO-1 subarea (Airport Area Environs Area) as identified in
Newport Beach Municipal Code Sections 20.80.025 (Housing Opportunity Overlay Zoning Districts
maps) and 20.28.050 (Housing Oopportunity (HO) Overlay Zoning Districts) including 4665, 4675,
4680, 4685, and 4695 MacArthur Court and 4770 Campus Drive.
With the project, a total of 700 residential units may be developed on MacArthur Court. The City has
not adopted an inclusionary housing policy. However, the City is encouraging new residential
development projects to provide affordable housing. This Affordable Housing Implementation Plan
(AHIP) outlines how affordable housing will be provided relative to the 700 new residential units
allowed at MacArthur Court.
Background
On September 13, 2022, the Newport Beach City Council adopted the 6th Cycle Housing Element for
the 2021-2029 planning cycle in response to the Regional Housing Needs Assessment (RHNA)
allocation. The Housing Element identifies moderate income households as those with annual incomes
between 8 1 % and 120% of the County median household income. Low-income households are those
with annual incomes between 5 1 % and 80% of the County median household income. Very -low
income households are those with annual incomes between 31 % and 50% of the County median
household income. Extremely low-income households are those with annual incomes of 30% or less
of the County median household income. While the Housing Element does not require an AHIP, this
document has been prepared to outline how the development will meet the City's affordable housing
goal.
The Southern California Association of Governments (SCAG) prepares the state -mandated RHNA.
The RHNA quantifies the need for housing within each jurisdiction during specified planning periods.
The City's General Plan Housing Element must include its "fair share" regional housing needs
allocation for all income groups which must be updated periodically. The most recently published
SCAG RHNA identifies the City allocation as follows:
• Total allocation between 10/15/2021 and 10/15/2029 — 4,845 units
• Very -low income allocation — 30% (1,456 units)
• Low-income allocation —19% (930 units)
• Moderate -income allocation — 22% (1,050 units)
MacArthur Court
Affordable Housing Implementation Plan
Exhibit 1 — MacArthur Court
MacArthur Court Z
Affordable Housing Implementation Plan
II. Affordable Housing Plan
Proposed Plan
This Affordable Housing Implementation Plan includes the following plan.
A. Construction of New Affordable Housing Units
Irvine Company owns property within Newport Beach that would allow for the development of new
affordable housing. Irvine Company proposes to identify an appropriate site for the development of
affordable housing and to develop a new affordable housing project. Due to land costs, the location
may be located outside of the Airport Area.
The units must be sold or rented to households qualifying as very -low or low-income households. The
annualized rents chargeable for occupancy of the Affordable Units shall not exceed thirty percent
(30%) of the Very -Low or Low-income limits. The restriction on these units — for example, tenant
selection procedures, monitoring — will be included in an affordable housing agreement, which shall
be submitted for review and approval by the City Attorney and recorded against the property(ies).
B. Dedication of Property to the City
If Irvine Company is unable to construct new affordable housing units as described in Section II.A
above and in a manner consistent with the Implementation terms below, Irvine Company shall dedicate
land to the City, which could include land not currently zoned for residential use, for the purpose of
future affordable housing development. The site shall be of adequate size to allow for construction of
at least 49 affordable housing units at an assumed density of 20-50 dwelling units to the acre. The site
shall be free of any restrictions such as easements, covenants, conditions, or other restrictions that
would preclude or make financially infeasible the development of the intended affordable housing
development as determined by the City. The City shall coordinate with Irvine Company regarding
design. Notwithstanding any covenants, conditions or other restrictions, the City shall be the final
review authority regarding design of the building(s) and property.
C. Fee Payment
In the event that construction of new affordable housing units as described in Section II.A above, or
dedication of property as described in Section II.B above, is not possible, Irvine Company shall pay
the City an affordable housing in -lieu fee of $36,690 per market -rate unit constructed. If the City
determines that the conditions in Sections II.A and II.B above cannot be met, the fee for any market -
rate unit that has received a building permit shall be paid to the City within 90 days of said
determination. For any remaining market -rate units to be constructed, the in -lieu fee shall be paid at
the time of building permit issuance.
Number and Type of Affordable Units
The Irvine Company proposes to build new affordable housing units which equate to 7% of new
market -rate housing units built at MacArthur Court. Irvine Company shall be permitted to construct
conventional affordable housing or senior affordable housing. Irvine Company shall be required to
build the number of affordable housing units equivalent to 7% of new market -rate residential units
permitted. Irvine Company is contemplating the construction of approximately 700 new market -rate
residential units at MacArthur Court, which would require construction of 49 new affordable units. If
MacArthur Court
Affordable Housing Implementation Plan
additional affordable units are provided (or land is dedicated that will accommodate more affordable
housing units) in excess of the 7% requirement, Irvine Company shall be allowed to offset any future
residential development against the excess affordable units provided.
Implementation
The new affordable housing units shall be constructed on a single site (which may include additional
new affordable housing units that are intended to meet the affordable housing requirements related to
other projects in the City) and may be implemented in a single phase or in multiple phases. Irvine
Company shall secure the first approved building permit (i.e. issued) from the City by January 31,
2029, for the affordable housing units required under this AHIP (Section II.A), unless the deadline is
extended by the Director of Community Development upon mutual consent of the parties.
Conclusion
Implementation of this AHIP will result in the availability of affordable housing units as identified
above within the City of Newport Beach in accordance with the City's Housing Element.
MacArthur Court
Affordable Housing Implementation Plan
III. Consistency with Housing Element
The City of Newport Beach adopted a Housing Element Implementation Plan in 2024. A Housing
Element was included in the General Plan in accordance with state law. The Housing Element was
updated in 2022 and amended in 2024. The Housing Element identifies goals and programs for the
provision of affordable housing in the City. The AHIP is intended to meet the specific goals of the
Housing Element as follows:
Housing Goal #3 A variety of housing types, designs, and opportunities for all social and
economic segments.
Housing Policy 3.1 Encourage preservation of existing and provision of new housing
affordable to extremely low-, very low-, low-, and moderate -income
households.
The AHIP supports the City's requirement for the provision of affordable housing for all new
residential development. The Irvine Company has prepared a Development Agreement in accordance
with this Policy/Program.
Housing Goal #5 Preservation of the City's housing stock for extremely low-, very low-, low-, and
moderate -income households.
Housing Policy 5.1 Continue or undertake the followingprograms to mitigate potential loss of "at risk"
units due to conversion to market -rate units. These efforts utilize existing City and
local resources. They include efforts to secure additional resources from public and
private sectors should they become available.
The affordable housing provided per the AHIP will increase the City's affordable housing stock. The
units will be deed -restricted to remain affordable for a period of 55 years. In addition, the developer
will provide periodic reports in the form required by the City. The provision of the affordable housing units
will assist the City in meeting Housing Element Goal # 1: Provision of adequate sites to accommodate projected
housing unit growth needs identified by the 2021-2029 RHNA.
In conclusion, the AHIP is consistent with the relevant goals and programs in the City's 2022 General Plan
Housing Element.
IV. Amendments to the AHIP
This AHIP may be amended with the approval of the City Council.
V. Authority
The AHIP has been adopted by the City of Newport Beach per Resolution No. 2025 on the 18th
day of November, 2025.
MacArthur Court
Affordable Housing Implementation Plan
Exhibit "C"
CEQA CONSISTENCY ANALYSIS PREPARED BY T&B PLANNING INC.
DATED OCTOBER 2025
https:Hecros.newportbeachca.gov/WEB/DocView.aspx?id=3187695&dbid=0&repo=CNB
Appendix A — Mitigation, Monitoring, and Reporting Program ("MMRP")
Applicability Matrix:
https:Hecros.newportbeachca.gov/WEB/DocView.aspx?id=3187694&dbid=0&repo=CNB
Appendix B — Water Supply Assessment (WSA):
https:Hecros.newportbeachca.gov/WEB/DocView.aspx?id=3187693&dbid=0&repo=CNB