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HomeMy WebLinkAbout02 - Annual Review of North Newport Center Development Agreement - PA2009-023COMMUNITY DEVELOPMENT DEPARTMENT PLANNING DIVISION 100 Civic Center Drive, P.O. Box 1768, Newport Beach, CA 92658 -8915 (949) 644 -3200 Fax: (949) 644-3229 www.newportbeachca.gov CITY OF NEWPORT BEACH ZONING ADMINISTRATOR STAFF REPORT April 10, 2014 Agenda Item No. 2: SUBJECT: Annual Review of the North Newport Center Development Agreement consisting of Fashion Island, Block 600, Block 800, and portions of Block 100, Block 400, Block 500, and San Joaquin Plaza (PA2009 -023) APPLICANT: Irvine Company PLANNER: Fern Nueno, Associate Planner (949) 644 -3227, fnueno @newportbeachca.gov ZONING DISTRICT /GENERAL PLAN • Zone: PC -56 (North Newport Center Planned Community) • General Plan: CR (Regional Commercial), CO -R (Regional Commercial Office), CO -M (Medical Commercial Office), RM (Multiple Residential), and MU -1-13 (Mixed - Use Horizontal) PROJECT SUMMARY An annual review of the Development Agreement for North Newport Center, pursuant to Section 15.45.080 of the Municipal Code and Section 65865.1 of the California Government Code. RECOMMENDATION 1) Conduct a public hearing; 2) Find the review exempt from the California Environmental Quality Act ( "CEQA ") pursuant to Section 25321 (Class 21 — Enforcement Actions by Regulatory Agencies) of the CEQA Guidelines; 3) Find that the applicant has demonstrated good faith compliance with the terms of the Development Agreement; and 4) Receive and file the Annual Report of the Development Agreement for North Newport Center (Attachment No. ZA 2). 1 INTENTIONALLY BLANK PAGE 9 Annual Review of the North Newport Center Development Agreement (PA2009 -023) Zoning Administrator April 10, 2014 Page 2 DISCUSSION Section 15.45.080 of the Municipal Code requires the City to periodically review development agreements to determine if the applicant has complied with the terms of the agreement. This review should be conducted at least once every 12 months. On June 11, 2013, the City Council adopted Ordinance No. 2013 -10 delegating the responsibility for reviewing Development Agreements to the Zoning Adminitrator. The applicant is required to demonstrate good faith compliance with the terms of the agreement, and should the Zoning Administrator find that the applicant has not complied in good faith with the agreement, the Zoning Administrator should refer the matter to the City Council. Background On December 18, 2007, the City Council adopted Ordinance No. 2007 -21 approving Development Agreement No. DA2007 -002 ( "DA ") between the City and the Irvine Company. The DA granted Irvine Company entitlement and transfer rights within the North Newport Center Planned Community ( "NNCPC "). At the time the DA was approved, NNCPC consisted of Fashion Island, Block 600, and portions of Block 500 and San Joaquin Plaza. Since then, portions of Block 100, Block 400, and the entirety of Block 800 have been incorporated into NNCPC. On June 6, 2012, the City Council approved an amendment to the DA, which incorporated the remaining Sub -Areas within NNCPC. The DA specifies the permitted uses, density and intensity of development, circulation improvements, public benefits, and dedication of street rights -of -way and open space. The DA vests Irvine Company's right to develop regional commercial, office, mixed -use, and residential uses in North Newport Center as depicted in Table 1. The term of the DA is for 25 years and it expires in 2032. The DA is available online at: http:// www. newportbeachca .gov /developmentagreements. The last annual review covered activies occuring in 2012 and was conducted on March 26, 2013. The City Council found Irvine Company to be in good faith compliance with the DA. This review is for activities occurring during the 2013 calendar year. 2013 Development Activity Table 1 summarizes the entitlement and building activity for North Newport Center in 2012. Several projects are under construction within Fashion Island and Block 500, but only completed activities with certificates of occupancy are included in Table 1. Among the items not listed in Table 1 is the construction of a new 365,069 square -foot office tower and two parking structures in Block 500. The plan check for the redevelopment of San Joaquin Plaza with a 524 -unit apartment community is currently under review by staff. Tmp1t10 -15 -13 S Annual Review of the North Newport Center Development Agreement (PA2009 -023) Zoning Administrator April 10, 2014 Page 3 Table 1: 2013 Development Activity Summary Sub- Entitlement Existing Completed Activity Remaining Area Development Entitlement 1,619,525 sf Constructed: 35,110 sf Fashion of regional 1,479,905 sf Demolished: 6,453 sf 110,963 sf commercial Island 1,700 theater seats 680 theater seats 1,020 seats or 16,500 sf Block 0 sf 121,114 sf 0 sf 100 of office /commercial non - habitable Block 91,727 sf 91,727 sf 0 sf 400 of office /commercial Block 599,659 sf 310,684 sf Demolished: 40,894 sf 329,869 sf 500 of mixed use 1,587,537 sf 910,637 sf Constructed: 398,846 sf 0 sf Block of mixed use 600 295 hotel rooms 295 hotel rooms 0 hotel rooms Block 286,166 sf 286,166 sf 0 sf of office /commercial 800 245 residential units 245 units 0 units 95,550 sf 337,261 sf San of office /commercial (241,711 sf 0 sf Joaquin non - habitable Plaza 524 residential units 0 units 524 units Other 2013 Activity In 2013, Irvine Company completed operational improvements to streets adjacent to Blocks 500 and 600 of Newport Center Drive. During 2013, pursuant to Section 4.3 of the DA, Irvine Company paid $2,949 in Fair Share Traffic fees for new or intensified development. Fair share fees are paid at the time of building permit issuance and often are calculated with credits for existing development. As of December 31, 2013, pursuant to Section 4.4 of the DA, Irvine Company exceeded the required $2,500,000 contribution for circulation improvements. Irvine Company has reimbursed the City $1,905,803 for expenses incurred for the design and construction of circulation improvements within and near Newport Center and has expended $676,222 on circulation enhancements in the area. Tmp1t10 -15 -13 0 Annual Review of the North Newport Center Development Agreement (PA2009 -023) Zoning Administrator April 10, 2014 Page 4 Pursuant to Section 4.9 of the DA, during 2013 Irvine Company expended $136,048 towards water quality enhancements in Fashion Island. To date, $983,374 has been contributed towards the minimum expenditure of $1 million required for water quality projects. The expenditure was used on maintenance conducted on the water quality treatment systems, including bio- retention, media filtration, and other technology. Future Activities The remaining terms and conditions shall be completed pursuant to the timing /milestone requirements depicted in the Annual Report (Attachment No. ZA 2). After reviewing the Annual Report and applicable documents, staff believes that Irvine Company has complied in good faith with terms and conditions of the DA. ENVIRONMENTAL REVIEW This project exempt from the California Environmental Quality Act ( "CEQA ") pursuant to Section 15321 (Class 21 — Enforcement Actions by Regulatory Agencies) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant effect on the environment. This section exempts actions by regulatory agencies to enforce or revoke a lease, permit, license, certificate, or other entitlement for use issued, adopted, or prescribed by the regulatory agency or enforcement of a law, general rule, standard, or objective, administered or adopted by the regulatory agency. PUBLIC NOTICE Notice of this review was published in the Daily Pilot, mailed to all owners of property within 300 feet of the boundaries of the site (excluding intervening rights -of -way and waterways) including the applicant and posted on the subject property at least 10 days before the scheduled hearing, consistent with the provisions of the Municipal Code. Additionally, the item appeared on the agenda for this meeting, which was posted at City Hall and on the City website. Tmp1t10 -15 -13 , Annual Review of the North Newport Center Development Agreement (PA2009 -023) Zoning Administrator April 10, 2014 Page 5 APPEAL PERIOD An appeal may be filed with the Director of Community Development within 14 days following the date of action. For additional information on filing an appeal, contact the Planning Division at (949) 644 -3200. Prepared by: Fkr6 N eno, Associate Planner JC /fn Attachments: ZA 1 Vicinity Map ZA 2 Annual Report Tmp1t10 -15 -13 III Annual Review of the North Newport Center Development Agreement (PA2009 -023) Zoning Administrator April 10, 2014 Page 6 Attachment No. ZA 1 Vicinity Map Tmp1t10 -15 -13 INTENTIONALLY BLANK PAGE 2 VICINITY MAP 0 San Joayu�n O �0 'P BIOCM GOO BIOCF /!y 800 mn��n isunn e,oek Reyienel Centee � O Alppk O� ��2 BPi U 1(j, Black::: Uu tov :: m O0 �¢ 9SyyC�'i P �� 9y North Newport Center Planned CO mmunity Annual Review of Development Agreement No. DA2007 -002 PA2009 -023 INTENTIONALLY BLANK PAGE 10 Attachment No. ZA 2 2013 Annual Report 11 INTENTIONALLY BLANK PAGE 12 North Newport Center Zoning Implementation and Public Benefit Agreement Annual Report Year 2013 (January 2013 - December 2013) Prepared for: City of Newport Beach Planning Division Contact: Gregg Ramirez (949) 644 -3219 Submitted by: Irvine Company 550 Newport Center Drive Newport Beach, CA 92660 Contact: Dan Miller (949) 720 -2000 Prepared by: CAA Planning, Inc. 65 Enterprise, Suite 130 Aliso Viejo, CA 92656 Contact: Shawna Schaffner (949) 581 -2888 January 2014 2s Contents Introduction............................................................................................. ..............................1 Figure 1 — Sub -Areas in North Newport Center Planned Community ...... ..............................1 Summary Table — North Newport Center as of December 31, 20131 ...... ..............................2 Development Summary .......................................................................... ..............................2 PublicBenefits ........................................................................................ ..............................5 Ongoing Obligations and Public Benefits ............................................... .............................13 CityConcurrence ................................................................................... .............................15 Annual Report Distribution ..................................................................... .............................15 Annual Report — 2013 ii North Newport Center Zoning Implementation and Public Benefit Agreement— Expires August 2032 January 2014 -1 4 Introduction The purpose of the 2013 Annual Report (AR) for North Newport Center is to provide an accurate record of the development that has occurred within North Newport Center during 2013. The North Newport Center Planned Community Development Plan (NNCPC) as approved in 2007 included the following sub - areas: Fashion Island, Block 500, Block 600 and San Joaquin Plaza. The NNCPC was subsequently amended in November 2009 to include portions of Blocks 100, 400, 800 and an open space parcel from the Newport Village Planned Community. The NNCPC was amended again in 2011 to expand Block 800 to include the Pacific Mutual Financial Center. Subsequently in 2012, the NNCPC was amended to increase the allowable residential development intensity by a total of 94 units and allocating the 94 units plus the 430 residential units already allocated to the MU -H3 portions of the NNCPC solely to San Joaquin Plaza. In connection with the amendment to the NNCPC, an amendment to the Zoning Implementation and Public Benefit Agreement DA2007 -002 (Development Agreement) was approved. The Development Agreement amendment included the incorporation of portions of Blocks 100, 400, the open space parcel in Newport Village, Block 800 in its entirety, as well as the additional 94 residential units. This AR contains several tables, which show development within North Newport Center as a whole and development by sub -area. The tables provide a comprehensive review of the development within North Newport Center in terms of existing development, maximum development (allowed by the General Plan) and development that has occurred during 2013. The tables break down each sub -area of North Newport Center individually and track the area developed by land use, as applicable. A map that depicts the sub -areas within the NNCPC covered by this AR is shown as Figure 1. Figure 1 — Sub -Areas in North Newport Center Planned Community 0 C4 09, (V g g �SYy�9Y �z fP a 4 Sub-Arms u eImplementation and public Benefit Agreement � Annual Report — 2013 1 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires August 2032 January 2014 15 Summary Table — North Newport Center as of December 31, 20131 Development Summary Annual monitoring of development is required by Development Agreement 2007 -002 between the City of Newport Beach and Irvine Company as part of the North Newport Center Project. The original Term of the agreement was until January 2028. The 2012 amendment extended the Term of the Development Agreement to 2032. Below is a list of permits and approvals that were issued within North Newport Center between January and December 2013. As noted, the Development Agreement was amended to include Block 100, Block 400, Block 800 and the open space parcel in Newport Village. Therefore, these sub -areas are now required to be part of the annual reporting process whereas in years 2008 through 2011 they were not included. Note that the City bases the building permit gross floor area (g.f.a.) calculations on the Building Code definition and not the entitlement g.f.a. on the definition contained in the NNCPC, 3rd Amendment which is slightly different from the Building Code and excludes support uses. Annual Report — 2013 2 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires August 2032 January 2014 10 Remaining Sub -Area Entitlement Existing Development Development During 2013 Entitlement Fashion Island 1,619,525 1,519,114 Demolished: 992 100,411 Permitted: 11,0063 Constructed: 1,7914 1,700 theaterseats5 680 theater seats 1,020 theater seats or 16,500 s.f. Block 100 0 121,114, suspended 0 Block 400 91,727 91,727 0 Block 500 599,659 599,5256 1346 Block 600 1,587,5377 910,637 387,4728 295 hotel rooms 295 hotel rooms 0 hotel rooms Block 800 286,166 286,166 0 245 residential units 245 residential units 0 San Joaquin Plaza 95,550 337,2619 0 524 residential units 0 524 residential units 1 All numbers in this table are shown in square feet (s.f.) unless otherwise indicated. 2 "Gary's" X2013 -1350 3 Commons Court Infill X2012 -3166, Pad "D" X2013 -3300, "Christophe Salon" X2013 -1914, Spec Suite X2013 - 0099, X2013 -0103 4 "It's Sugar" X2013 -0629, "Christophe Salon" X2012 -1911, X2012 - 1912, X2013 -0583, "Fig and Olive" X2013 -0229, Spec Suite X2013 -0100 5 1,700 theater seats equates to 27,500 s.f. per the North Newport Center Development Plan. In 2011, 1,020 theater seats were removed as part of the Island Cinema renovation. The demo of 1,020 seats equates to 16,500 s.f. 6 Subsequent to permit issue the entitlement g.f.a. for 520 Newport Center Drive was revised to delete the 800 -s.f. office located in the West Parking Structure and to add the 786 -s.f. basement in 520 Newport Center Drive, which resulted in a net decrease of 14 s.f. in the existing development and a corresponding increase in the remaining entitlement of 14 s.f. 7 The General Plan entitlement figure includes allocations for hotel square footage, which is not represented in the Existing Development or Remaining Entitlement columns. 8 Upon receipt of Cedificate of Use and Occupancy for 650 Newport Center Drive, remaining entitlement will be 0. 9 241,711 s.f. of existing entitlement was suspended with the approval of Entitlement Transfer TD2011 -1 on August 19, 2011. Development Summary Annual monitoring of development is required by Development Agreement 2007 -002 between the City of Newport Beach and Irvine Company as part of the North Newport Center Project. The original Term of the agreement was until January 2028. The 2012 amendment extended the Term of the Development Agreement to 2032. Below is a list of permits and approvals that were issued within North Newport Center between January and December 2013. As noted, the Development Agreement was amended to include Block 100, Block 400, Block 800 and the open space parcel in Newport Village. Therefore, these sub -areas are now required to be part of the annual reporting process whereas in years 2008 through 2011 they were not included. Note that the City bases the building permit gross floor area (g.f.a.) calculations on the Building Code definition and not the entitlement g.f.a. on the definition contained in the NNCPC, 3rd Amendment which is slightly different from the Building Code and excludes support uses. Annual Report — 2013 2 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires August 2032 January 2014 10 Date Sub -Area Summary of Action Transferred/ Converted Fashion Island Permitted (New) Jul 2013 (Final) 315 Newport Center Drive +131 s.f. (X2012 -1912) Jul 2013 (Final) 319 Newport Center Drive +34 s.f. (X2012 -1911) Mar 2013 (Approved) 951 Newport Center Drive +6,560 s.f. (X2013 -3300) Apr 2013 (Approved) 601 Newport Center Drive +3,674 s.f. (X2012 -3166) Jun 2013 (Approved) 1063 Newport Center Drive +236 s.f. (X2013 -0103) Jun 2013 (Approved) 1065 Newport Center Drive +218 s.f. (X2013 -0099) Jul 2013 (Approved) 315 Newport Center Drive +318 s.f. (X2013 -1914) May 2013 (Final) 1021 Newport Center Drive +192 s.f. (X2013 -0629) Aug 2013 (Final) 319 Newport Center Drive +163 s.f. (X2013 -0583) Sept 2013 (Final) 923 Newport Center Drive -99 s.f. (X2013 -1530) Dec 2013 (Final) 151 Newport Center Drive +996 s.f. (X2013 -0229) Dec 2013 (Final) 1055 Newport Center Drive +275 s.f. (X2013 -0100) The tables below display track development within North Newport Center by sub -area. All numbers are shown in gross square feet unless otherwise indicated. The tables are intended to track development annually and provide a comprehensive listing of development by land use. The "Demolished" column reflects the final square footage demolished, not the square footage stated in a demolition permit. Similarly, the "Built" column reflects the square footage provided in a Certificate of Use and Occupancy and not the square footage stated in a building permit. Fashion Island Block 100 Entitlement January 2013 Existing Development January2013 Transferred/ Converted Demolished Permitted (New) Built Tracking Number Existing Development December2013 Entitlement December2013 Land Use January Development Permitted Tracking Development Entitlement Regional Commercial 1,619,525 1,506,416 Transferred 99, +11,0062 1,791 Number 1,519,114 1,619,525 Theater Seats 1,700 680 680 seats 1,700 seats Block 100 Block 400 Entitlement Existing Existing January Development Permitted Tracking Development Entitlement 2013 January 2013 Transferred Demolished (Demo /New) Built Number December2013 December2013 Land Use Office /Commercial 0 121,1144 121,114 0 Block 400 r "Gary's" X2013 -1350 Y Commons Court Infill X2012 -3166, Pad "D" X2013 -3300, "Christophe Salon" X2013 -1914, Spec Suite X2013 -0099, X2013 -0103 a "It's Sugar" X2013 -0629, "Christophe Salon" X2012 -1911, X2012 -1912, X2013 -0583, "Fig and Olive" X2013 -0229, Spec Suite X2013 -0100 4 Per Covenants Rendering Square Footage Non- Habitable dated March 21 and November 27, 2012. Annual Report — 2013 3 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires August 2032 January 2014 27 Entitlement Existing Existing January Development Permitted Tracking Development Entitlement 2013 January 2013 Transferred Demolished (Demo /New) Built Number December 2013 December 2013 Land Use Office/Commercial 91,727 91,727 91,727 91,727 r "Gary's" X2013 -1350 Y Commons Court Infill X2012 -3166, Pad "D" X2013 -3300, "Christophe Salon" X2013 -1914, Spec Suite X2013 -0099, X2013 -0103 a "It's Sugar" X2013 -0629, "Christophe Salon" X2012 -1911, X2012 -1912, X2013 -0583, "Fig and Olive" X2013 -0229, Spec Suite X2013 -0100 4 Per Covenants Rendering Square Footage Non- Habitable dated March 21 and November 27, 2012. Annual Report — 2013 3 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires August 2032 January 2014 27 Block 500 Block 600 Entitlement Existing Transferred Demolished Permitted (Demo /New) Built Tracking Number Existing Entitlement December 2013 Land Use January Development Transferred/ Permitted Tracking Development Entitlement Office /Commercial 2013 January2013 Converted Demolished (Demo /New) Built Number December2013 December2013 Land Use 245 245 245 245 Mixed Use Horizontal 599,659 599,525` 599,5255 599,659 3 (MU -H3) 95,550 Residential Units 0 0 0 0 0 Block 600 • :11 Entitlement Existing Transferred Demolished Permitted (Demo /New) Built Tracking Number Existing Entitlement December 2013 Land Use January Development Permitted Tracking Development Entitlement Office /Commercial 2013 January 2013 Transferred Demolished (Demo /New) Built Number December 2013 December 2013 Land Use 245 245 245 245 Mixed Use Horizontal 1,587,5376 910,637 910,637' 1,587,537 3 (MU -H3) 95,550 Residential Units 0 0 0 0 0 Hotel Rooms 295 295 295 295 • :11 San Joaquin Plaza Entitlement January 2013 Existing Development January 2013 Transferred Demolished Permitted (Demo /New) Built Tracking Number Existing Development December 2013 Entitlement December 2013 Land Use January Development Permitted Tracking Development Entitlement Office /Commercial 286,166 286,166 Transferred Demolished (Demo /New) Built Number 286,166 286,166 Residential Units 245 245 245 245 San Joaquin Plaza Subsequent to permit issue the entitlement g.f.a. for 520 Newport Center Drive was revised to delete the 800 -s.f. office located in the West Parking Structure and to add the 786 -s.f. basement in 520 Newport Center Drive, which resulted in a net decrease of 14 s.f. in the existing development and a corresponding increase in the remaining entitlement of 14 s.f. 6 The General Plan entitlement figure includes allocations for hotel square footage, which is not represented in the Existing Development or Remaining Entitlement columns. 7 650 Newport Center Drive is currently under construction. Once completed, the existing development will be increased by 398,846 s.f. Annual Report — 2013 4 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires August 2032 January 2014 18 Entitlement Existing Existing January Development Permitted Tracking Development Entitlement 2013 January 2013 Transferred Demolished (Demo /New) Built Number December2013 December2013 Land Use Mixed Use Horizontal 337,261 337,261 95,550 3 (MU -H3) 95,550 Residential Units 524 0 0 524 Subsequent to permit issue the entitlement g.f.a. for 520 Newport Center Drive was revised to delete the 800 -s.f. office located in the West Parking Structure and to add the 786 -s.f. basement in 520 Newport Center Drive, which resulted in a net decrease of 14 s.f. in the existing development and a corresponding increase in the remaining entitlement of 14 s.f. 6 The General Plan entitlement figure includes allocations for hotel square footage, which is not represented in the Existing Development or Remaining Entitlement columns. 7 650 Newport Center Drive is currently under construction. Once completed, the existing development will be increased by 398,846 s.f. Annual Report — 2013 4 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires August 2032 January 2014 18 Public Benefits The Public Benefits Table below lists all of the public benefits resulting from Development Agreement No. DA2OO7 -002 entitled The Zoning Implementation and Public Benefit Agreement (Agreement) between the City of Newport Beach and Irvine Company Concerning North Newport Center and the Amendment to the Agreement approved in August 2012 (herein referred to as the Development Agreement). Public benefits are listed in Section 4 of the development agreement. Shaded areas represent 2013 activity. Items that have been completed in previous reporting years are shown as Year Complete. It is important to note that the circulation improvements required through mitigation measures approved by the City at the time of the North Newport Center entitlement as well as the $2,500,000 contribution to the Circulation Enhancement Program were completed in 2013, in advance of any significant occupancy of the granted entitlements. Public Benefits Table Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone Payment/Contribution/Dedication Status In -Lieu Park Fees Section 4.1 Regardless of whether a subdivision map is Landowner shall pay to City the greater of (i) the sum of Total Payment as of for Renovation of Paragraphs 1 -2 approved for any or all of the residential units, and $3,733,333.33 (which is 113 of the total Park Fees to be December 31, 2013: $ 0 Oasis Senior Center prior to and as a condition to City's issuance of the paid to City under this Agreement) (the "Initial Park Fee ") Responsible Party: Irvine Company and for Park Uses First Residential Building Permit (but in no event or (ii) the applicable Per Unit Park Fees (if the First ❑ Completed earlier than the Effective Date) Residential Building Permit includes more than one hundred forty-three (143) residential units). Landowner's payment of the Initial Park Fee shall entitle Landowner to a credit against payment of the Per Unit Park Fees for the first one hundred forty -three (143) residential units to be developed on the Property. Section 4.1 Prior to and as a condition to City's issuance of a Landowner shall pay to City the sum of $17,364.11 (the Total Payment as of Paragraph 2 building permit for development of the one hundred difference between the Initial Park Fee and the total Per December 31, 2013: $ 0 forty -fourth (144th) residential unit on any portion of Unit Park Fees for 144 residential units) Responsible Party: Irvine Company the Property located in Newport Center Block 500, ❑ Completed Newport Center Black 600, or San Joaquin Plaza In -Lieu Park Fees Section 4.1 Prior to and as a condition to City's issuance of Landowner shall pay to City the sum of $26,046.51 per Number of units as of for Renovation of Paragraph 2 each subsequent building permit for residential unit ( "Per Unit Park Fees ") December 31.2013: (units) 0 Oasis Senior Center development within that portion of the Property $26,046.51 per unit and for Park Uses Total Payment: $ 0 Responsible Party: Irvine Company ❑ Completed Annual Report — 2013 5 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 19 Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone PaymentlContributionlDedication Status In -Lieu Park Fees Section 4.1 If Landowner sells any residential unit developed Landowner shall pay to City at the time of such sale of an Number of units sold as of for Renovation of Paragraph 3 within the Property to a third party purchaser in individual residential unit the then - applicable park fee for December 31.2013: Oasis Senior Center other than a bulk sale of all of the units in a single such unit as may be in effect at that time within the City (units) 0 and for Park Uses residential building of Newport Beach, less a credit for the amount of the Per $ park fee per unit Unit Park Fee paid prior to that time. Please see Section 4.1, paragraph 3 for additional Total Payment: $ 0 information regarding Landowner's obligation to pay fees Responsible Party: Irvine Company and memorandums to be recorded against the title of ❑ Completed each unit. In -Lieu Park Fees Section 4.1 If, on the date that City awards a contract for Within five (5) days after City's award of the contract, Date that City awards a contract for for Renovation of Paragraph 4 renovation of the Oasis Senior Center, the total sum Landowner shall pay to City the difference ( "Park Fee renovation of the Oasis Senior Oasis Senior Center of both the Initial Park Fee and the Per Unit Park Advancement "). Landowner's payment of the Park Fee Center 3/10/2009 and for Park Uses Fees paid by Landowner to City to date is less than Advancement shall entitle Landowner to a credit against Check below if answer is "yes." the sum of $5,600,000 the Initial Park Fee (if not paid by the time the Park Fee Advancement is paid) and against the next Per Unit Park ® The total sum of both the Initial Park Fees that otherwise would be due and payable to City Fee and the Per Unit Park Fees paid by until the entire credit is exhausted. After such credit is Landowner to City is less than the sum exhausted, prior to and as a condition to City's issuance of $5,600,000 (as of date above) OMPLETE /� /)) ^ 009 of each subsequent building permit for residential development of any portion of the Property located in Newport Center Black 500, Newport Center Block 600, or If box above is checked, then Landowner shall pay to City "Park Fee (u San Joaquin Plaza, Landowner shall continue to pay the Advancement" in the amount of: Per Unit Park Fees as residential building permits are $5,600,000.00 issued. No initial park fees paid. Lump sum payment of $5,600,000 paid to City. Responsible Party: Irvine Company ® Completed Date: 3/10/ 2009 In -Lieu Park Fees Section 4.1 Not specified City shall earmark $5,600,000 of the Park Fees to be Responsible Party: City of Newport for enovat'on of Para ra h 5 paid by Landowner (one -half of the total Park Fees) as a Beach U r n d fo rk U O O O matching challenge grant to apply toward contributions to the renovation of the Oasis Senior Center. [I Completed Date: Early 2009 (prior to construction) In -Lieu Park Fees Section 4.1 Not Specified City shall apply any Park Fees not spent by City on the Responsible Party: City of Newport for Renovation of Paragraph 5 renovation of the Oasis Senior Center to any park use as Beach Oasis Senior Center determined by City. Landowner acknowledges that the ® Completed and for Park Uses actual amount of funds raised through the matching CN IF 0000 O challenge may be less than $5,600,000 and that the amount raised shall not affect the amount of Park Fees Date: Early 2009 (prior to construction) payable by Landowner to City. Annual Report — 2013 6 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 20 Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone PaymentlContributionlDedication Status Public Benefit Fee Section 4.2 Not Specified Landowner shall pay to City the sum of $27,090,000 as Payment in the sum of $27,090,000 paid Paragraph 1 set forth in Section 4.2 ( "Public Benefit Fee "), of the in full as of (date) Development Agreement. Responsible Parry: Irvine Company ❑ Completed Sect' n 4.2 P Prior to t B 'I n a condition i t th n f th —65 ew or n r n e L ndowner shall e pay to City the sum of $13,545,000, o Public Benefit Fee ('Initial Public Payment: $13,545,000 as of July 26, 2011 date c n �J F Responsible Party: Irvine Company ® Completed Section 4.2 Upon the issuance of building permits for the 430 The balance of the Public Benefit Fee shall be paid to Building permits have been issued for Paragraph 1 residential units authorized for development within City. The amount payable by Landowner to City for each 430 residential units as of the Property. such residential unit shall be the sum of $31,500. (date) Total Payment (balance of the Public Benefit Fee):$13,545,000 -this equates to $31,500 per unit for 430 units. Total payment as of (date) Responsible Party: Irvine Company ❑ Completed Fair Share Traffic Section 4.3 The Property is subject to City's Fair Share Traffic The City is in the process of considering updates and Fair Share Traffic Fees paid for 2013: Fees Paragraph 1 Contribution Ordinance, which requires the payment amendments to its Fair Share Traffic Contribution $2,949 of certain fair share traffic fees for development Ordinance and its Fair Share Traffic Fees and that as a Responsible Parry: Irvine Company ( "Fair Share Traffic Fees'). result of such updates and amendments the Fair Share Traffic Fee charged by City may be increased (the "Initial Fee Increase "). Notwithstanding any other provision set forth in the Development Agreement to the contrary, Landowner agrees that Landowner and the Properly shall be subject to the modified Fair Share Traffic Contribution Ordinance including the increased fees payable pursuant to the Initial Fee Increase. This applies to square footage that was newly entitled under this agreement. Please see Section 4.3 of the Development Agreement for additional detailed information pertaining to fees. Annual Report — 2013 7 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 21 Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone PaymentlContributionlDedication Status Circulation Section 4.4 "Circulation Enhancement Contribution" to Landowner shall contribute to City the sum of Two Million Check below if answer is "yes." Enhancements to Paragraph 1 reimburse City for City's expenses incurred for the Five Hundred Thousand Dollars ($2,500,000.00) ® The City chase to approve, design Public Right of Way design and construction of one or more of the ( "Circulation Enhancement Contribution "). and construct one or more of the circulation improvements listed in Section 4.4 of the circulation enhancements listed in Development Agreement, as determined by the Section 4.4 of the Development City's Director of Public Works, should City choose Agreement to approve the circulation enhancements after its Date: See Note Below environmental review and approval process and in compliance with CEQA. Note: See page 16 for additional information. Please refer to Section 4.4, paragraph 1 of the If box above is checked, then Development Agreement for the list of circulation Landowner shall contribute up to enhancements. $2,500,000.00 based on actual costs requested by the City and the amount spent by Irvine Company on those OMPLETE 2013 projects the City agreed could be built by Irvine Company. Responsible Party: Irvine Company ® Completed Date: December 31.2013 Annual Report — 2013 8 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 22 Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone PaymentlContributionlDedication Status Circulation Section 4.4 Landowner shall pay the Circulation Enhancement Landowner shall pay the Circulation Enhancement Indicate payment(s) below (if Enhancements to Paragraph 2 Contribution to City from time to time after the Contribution to City from time to time after the Effective applicable): Public Right of Way Effective Date, within thirty (30) days after receipt of Date and Landowner will pay any balance to the City up Amount paid by Landowner to City for written request for reimbursement from City, with to a maximum contribution of $2,500,000.00 less the cost Circulation Enhancement Contribution any balance to be paid to City on the date that is for any improvements constructed by Landowner. as of (date): December 31, 2013 sixty (60) months after the Effective Date (the Contributions shall be paid by Landowner upon receipt of $1,905,803 Effective Date is January 18, 2008) regardless of invoices from the City. whether City has incurred the cost for the foregoing Date that is 60 months after the improvements. Effective Date: January 18, 2013 Amount of balance paid by Landowner Alternatively, Landowner and City may mutually to City as of (date) agree upon arrangements for Landowner to use the Circulation Enhancement Contribution to construct Responsible Party: Irvine Company the foregoing improvements subject to City's ® Completed approval. or COMPLETE 2 3 ❑Check this box if Landowner and City mutually agree for Landowner to use contribution to construct improvements. Date: Amount used to construct improvements as of December 31.2013: $676,222 Responsible Party: Irvine Company ® Completed Dedication of Public Section 4.5 At such time as City provides legal descriptions for Landowner shall provide an offer of dedication to City for Responsible Party: Irvine Company Rights of Way Paragraph 1 the public rights of way, which descriptions shall be the additional public rights of way necessary for ® Completed consistent with the design of the circulation circulation improvements on the north side of San Miguel improvements for said public right of way. Drive between MacArthur Boulevard and Avocado No longer applicable due to dedication Avenue and on Avocado Avenue between San Nicolas of Avocado parcel on October 17, 2008, C O 0 0 Drive and San Miguel Drive. Please see Section 4.5 of the Development Agreement as described in Section 4.6 Paragraph 1 below. Avocado parcel dedication documented in 2008 Annual Report. for additional information. Annual Report — 2013 9 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 23 Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone PaymentlContributionlDedication Status Dedication of Public Section 4.5 At such time as City provides legal descriptions for Landowner shall convey the public right of way to City ❑ Check this box if the Landowner has Rights of Way Paragraph 1 the public rights of way, which descriptions shall be (through the recordation of an offer of dedication without recorded an offer of dedication to the consistent with the design of the circulation any restrictions or qualifications) free and clear of all City without any restrictions or improvements for said public right of way. recorded and unrecorded monetary liens, any delinquent qualifications. property taxes or assessments, and all tenancies, lessees, occupants, licensees, and all possessory rights of any kind or nature. Responsible Party: Irvine Company 0 Completed C O On ONE' In addition, upon the conveyance, there shall not be any violation of any law, rule, or regulation affecting the public right of way or its use, including any environmental law or regulation, and Landowner shall be responsible for causing said condition to be satisfied. No longer applicable due to dedication of Avocado parcel on October 17, 2008, as described in Section 4.6 Paragraph 1 below. Avocado parcel dedication documented in 2008 Annual Report. Open Space Section 4.6 Landowner shall dedicate to City (through the Landowner shall convey the Open Space Parcel for open Check below if the answer to (1) or (ii) is Dedication Paragraph 1 recordation of a grant deed) the open space parcel space or public facilities purposes, to City free and clear "yes." in Newport Center comprised of approximately 3.18 acres of land area, bounded on the north by the Orange County Transportation Authority site, the east by MacArthur Boulevard, the south by San Miguel Drive, and the west by Avocado Avenue ( "Open Space Parcel "),within thirty (30) days after the earliest of the following: (i) City has awarded a construction contract for the construction of City Hall at any location within the City or (ii) the option to purchase the Option Site has terminated as provided in Section 4.8.1 of Development Agreement No. DA2007 -002. of all recorded and unrecorded monetary liens, any delinquent property taxes or assessments, and all tenancies, lessees, occupants, licensees, and all possessory rights of any kind or nature. ❑ (i) City has awarded a construction contract for the construction of City Hall at any location within the City Date: Not Applicable ® (ii) the option to purchase the Option Site has terminated as provided in Section 4.8.1 of Development Agreement No. DA2007 -002. Date: 5127/08 Within 30 days after the earliest of one of the two events listed above, Landowner shall dedicate to City (through the recordation of a grant deed) the open space parcel in Newport O F E T E 20080' Center comprised of approximately 3.18 Ln� � L� acres of land area ® Check this box once the grant deed has been recorded. Date: October 17.2008 Open Space Section 4.6 Not specified Landowner shall, at its sole cost and expense, cause a ® Check this box once Landowner, at Dedication Paragraph 1 title company selected by City to issue to City an owner's its sole cost and expense, has caused a policy of title insurance for the Open Space Parcel with title company selected by City to issue ON 20080 liability in an amount reasonably determined City (but not exceeding . the fair market value of the Open Space to City an owner's policy of title insurance for the Open Space Parcel Parcel) showing fee title to the Open Space Parcel Date: October 17, 2008 vested in City, free and clear of the liens, rights, and encumbrances referred to in Section 4.6 of Development Responsible Party: Irvine Company Agreement No. DA2007 -002. Annual Report — 2013 10 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 24 Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone PaymentlContributionlDedication Status Retrofit Sprinkler Section 4.9 The Newport Center Drive system retrofit shall be Landowner shall retrofit the existing sprinkler systems in Check each box below upon Systems Paragraph A completed by June 2008. the Newport Center Drive parkways and medians to low implementation of the corresponding low flow technology with the following specifications: flow technology listed to the left. (1) The control system must monitor and adjust itself not ® (1) less than daily, using either evapotranspiration rates for ® (2) CRIFIO LETE O the Corona del Mar microclimate or sail moisture levels monitored at enough locations in the irrigation area as to 3 ®( ) cover each soil and slope type in Newport Center. ® (4) (2) The control system must adjust to rain conditions to limit or eliminate watering during rain events. ® Check this box once the Newport (3) The sprinkler heads must eliminate overspray onto Center Drive system retrofit is roads, sidewalks, and other hardscape either by using completed. highly targeted heads that only water the plant material or Date: November 1, 2008 by using a sprinkler -like wicking system, such as the Jardiniere system Responsible Party: Irvine Company (4) The performance of the sprinkler systems must be monitored on a regular basis. Landowner agrees to install flow meters to detect line and/or sprinkler head breaks when wireless flow meter technology is proven and commercially available. Retrofit Sprinkler Section 4.9 The Fashion Island retrofit shall be completed in Landowner shall retrofit the existing sprinkler systems in Check each box below upon Systems Paragraph A phases in conjunction with the water quality the landscape areas within Fashion Island to low flow implementation of the corresponding low enhancements in Section 4.9B of the Development technology with the following specifications: flow technology specification listed to Agreement. (1) The control system must monitor and adjust itself not the left. less than daily, using either evapotranspiration rates for ® (1) the Corona del Mar microclimate or soil moisture levels ® (2) monitored at enough locations in the irrigation area as to ® (3) cover each soil and slope type in Newport Center. The control system must adjust to rain conditions to ®(4) OMPLETE 0 O � limit or eliminate watering during rain events. limit (3) The sprinkler heads must eliminate overspray onto ® Check this box once the Fashion roads, sidewalks, and other hardscape either by using Island retrofit is completed highly targeted heads that only water the plant material or Date: December 2009 by using a sprinkler -like wicking system, such as the Jardiniere system Sprinkler retrofit is 100% complete. (4) The performance of the sprinkler systems must be Responsible Party: Irvine Company monitored on a regular basis. Landowner agrees to install flow meters to detect line and /or sprinkler head breaks when wireless flow meter technology is proven and commercially available. Annual Report — 2013 11 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 25 Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone Payment/Contribution/Dedication Status Fashion Island Section 4.9 Not specified Landowner commits to expend a minimum of $1 million For the year 2013, indicate the amount Water Quality Paragraph B to enhance the water quality treatment (which could expended to enhance the water quality Enhancements include bio -f Itration, media filtration or other technology) treatment of those surface parking areas of those surface parking areas of Fashion Island which in Fashion Island: are not otherwise included within the new development or $136,048 (for 2013) redevelopment projects. $983,374 (Cumulative Total — see Landowner has full discretion as to the treatment page 17 for additional information) methods utilized and improvement phasing, to ensure The amount spent above is as of that the improvements integrate with the water quality December 31, 2013. treatment plans of the new development areas. Responsible Party: Irvine Company Fashion Island Section 4.9 Annually. The first report is due by January 18, 2009 Landowner agrees to make annual reports to the City ® Check this box when the 2013 Water Quality Paragraph B (one year after the Effective Date of January 18, regarding the progress of these enhancements including Annual Report is submitted to the City. Enhancements 2008). the work performed and the amount expended. Date: January 21, 2014 Maintenance was conducted on the water quality treatment systems. See page 17 for additional information for year2013. Responsible Party: Irvine Company Cooperation of Section 4.10 If City elects to construct a new City Hall on the Landowner shall cooperate in good faith with City to ® Check this box if the City elects to Landowner if City Paragraph 1 property located on the east side of Avocado implement any necessary land use regulations, including construct a new City Hall on the site Hall Constructed on Avenue, north of the Central Library zoning amendments, and to release and terminate the north of the Central Library. Property North of use restrictions contained in the deed for the property to ® Check this box once Landowner has Library allow for and accommodate construction of a new City cooperated in good faith with the City CNIF E 200 all on that site. use h strictions c and terminated the use restrictions contained in the deed for O property. Date: May 20, 2008 Responsible Party: Irvine Company Dedication of Lower Section 4.11 Upon issuance of the First Building Permit Landowner shall dedicate to City the Lower Castaways ❑ Check this box once the first building Castaways Paragraph 1 site for municipal or municipally sponsored uses allowed permit has been issued. 0 P OO A IIF O 0 O 9 under the General Plan's Recreational Marine Commercial designation, such park, marine educational facility, marine research and conservation Date: Not Applicable Ca Check this box once the Lower Castaways has been dedicated site to facility, or marine and harbor dependent service and the City support uses and other similar uses in furtherance of the Date: October 17, 2008 Tidelands Trust. Responsible Party: Irvine Company Annual Report — 2013 12 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 20 Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone PaymentlContributionlDedication Status Dedication of Lower Section 4.11 Not specified The property shall have a deed restriction in favor of ® Check this box once a deed Castaways Paragraph 1 . Certificate of use and occupancy for 100m Landowner which shall restrict the City's use of the restriction has been issued in favor of COMPLE'TE O O property to such uses listed in the row above), and allow the City to contract with a for profit or non-profit entity to the Landowner for the Lower Castaways y site AHIP . Certificate of use and occupancy for 200" operate certain municipal facilities or to use the property Date: October 17.2006 890 in furtherance of such uses; provided that the City may Responsible Parties: Irvine Company " Certificate of use and occupancy for 3001^ not transfer the property, by sale or long term lease to and the City of Newport Beach market rate unit / one -third of required units. any private, for -profit company for any commercial boat 200^ market rate unit Affordable housing agreements will be executed and marina. Date: Ongoing Obligations and Public Benefits The table below lists ongoing obligations from Irvine Company and additional public benefits resulting from Development Agreement No. DA2007 -002 referenced above and as amended in August 2012. Ongoing obligations and public benefits listed in the table below are from various sections of the Development Agreement, not including Section 4, Public Benefits. Type of Fee, Contribution or Dedication Development Agreement Reference Timing /Milestone PaymentlContributionlDedication Status Implement and Section 3 Implementation schedule: TIC must implement and document compliance with Check the appropriate box once an Document . Certificate of use and occupancy for 100m the Affordable Housing Implementation Plan ( "AHIP ") affordable housing agreement has been Compliance with market rate unit / one -third of required units. as amended and adopted in August 2012. executed and recorded for each phase AHIP . Certificate of use and occupancy for 200" below market rate unit / one -third of required units. 100' market rate unit " Certificate of use and occupancy for 3001^ Date: market rate unit / one -third of required units. 200^ market rate unit Affordable housing agreements will be executed and Date: recorded at each phase identified above for any units 300th market rate unit constructed on the Child Time site and for designated Date: affordable units in The Bays apartment complex Responsible Party: before the point where a certificate of use and Irvine Company occupancy is issued for the related market rate units. Pubic Benefit Fee Section 6 A fee shall be paid for the 4310 unit and all A total of $63,000.00 per unit for the additional 94 Building permit issuance for units 431 (Amendment) subsequent units at the time the building permit is units approved in 2012 shall be paid. The total through 524. issued payment is $5,922,000.00 Date: Payment: Responsible Party: Irvine Company Annual Report — 2013 13 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 27 Type of Fee, Development Contribution or Agreement Dedication Reference Timing /Milestone Payment/ContributionlDedication Status Public Benefit Fee Section 7 Prior to issuance of each building permit a Public TIC shall pay $26,046.51 per unit for each of the Amount paid by TIC to City for Public for Parks (Amendment) Benefit Fee for parks shall be paid on or before additional 94 residential units added to the NNCPC. Benefit Fee for Parks: July 1, 2013. $ Date: Responsible Party: Irvine Company Development of Sections 6.7 and TPO approval and compliance with the fair share Since the City will not be developing the Option Site ® Check this box when TPO approval Option Site with 7.1 traffic fee requirements must occur before TIC can with 72,000 square feet: and compliance is attainted 72,000 Square Feet of office use develop the Option Site. TIC must conduct a traffic analysis, provide traffic Date: August 7, 2008 mitigation in compliance with the Traffic Phasing Responsible Party: Irvine Company OM � LETE 200 � Ordinance ('TPO "), pay the applicable Fair Share Traffic Fees, and obtain TPO approval from the Planning Commission (appeal goes to City Council) before it can develop the Option Site with 72,000 square feel of office use. Complete Section 7.3 No later than the earlier of: (1) the date the City Complete construction of a third eastbound left turn ® Check this box once lane Construction of a issues the certificate of occupancy for any new lane at the intersection of MacArthur Boulevard and construction is complete T ' st Tu one It do ❑ a Fi it ' Per t ( ficel ex the uil e i t P ar mg t uct e , or (2) da th is nt San Joaquin Hills Road (within the existing right of way except for an needed dedication at the y P Y southwest corner). Date: October 2012 Responsible Party: Irvine Company P rtY P Y Ma ur and San Joaquin he a e. 60 months after the Effective Date is January 18, Hills Road 2013 (60 months after January 18, 2008). Reimbursement for Section 8 Payment by Landowner to City within 90 days after No more than $200,000.00 reimbursement for actual Amount paid by Landowner to City: Bayside Walkway (Amendment) receipt of written notice that contract for project costs for plans, specifications, permits and/or $ Connection construction has been awarded. construction. Date: Responsible Party: Irvine Company Annual Review of Section 14 First annual review (including an updated tracking The parties must conduct annual review of ® Check this box once the first annual Compliance with chart of built intensity and provision of public compliance with California Government Code review has taken place Code Sections benefits) must take place by January 18, 2009 (one sections 65865 and 65865.1 and City of Newport Date: January 16, 2009 year after the Effective Date of January 18, 2008). Beach Municipal Code §15.45.070. (City Council approval February 24, COMPLETE 200 TIC must document the current status of its entitlement use (i.e., a tracking chart of built intensity) and its provision of the public benefits identified in 2 Responsible Party: Irvine Company Section 4 of the Development Agreement. Annual Report — 2013 14 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 22 City Concurrence By signing below, the City acknowledges its concurrence with the information presented in the Annual Report. City Acknowledgement Signature Date Title Annual Report Distribution A complete Annual Report for North Newport Center shall be completed and distributed no later than January 18 following each prior year to the individuals listed below. City of Newport Beach 100 Civic Center Drive Post Office Box 1768 Newport Beach, California 92658 -8915 Attn: City Manager City of Newport Beach 100 Civic Center Drive Post Office Box 1768 Newport Beach, California 92658 -8915 Attn: City Attorney Irvine Company 550 Newport Center Drive Newport Beach, California 92660 -0015 Attn: Dan Miller Latham & Watkins LLP 600 West Broadway, Suite 1800 San Diego, California 92101 -3375 Attn: Christopher W. Garrett Annual Report — 2013 15 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 � 9 4.4 Circulation Enhancements to Public Right of Way Section 4.4 of the North Newport Center Zoning Implementation and public Benefit Agreement requires that individual enhancement projects be established through discussion with the City of Newport Beach Director of Public Works. The table below lists the individual projects resulting from those discussions and the actual or estimated cost for individual project components as of December 31, 2013. Projects 1-4 were completed in 2012. Project 5 was completed in 2013. As shown in the table, the total Irvine Company contribution through a combination of direct construction costs and reimbursement to the city exceeded the established maximum requirement of $ 2,500,000. North Newport Center— Circulation Enhancements to Public Right of Way Transportation Improvements Program December 31, 2013 Status Update 1 As established in Section 4.4 of the 2011 North Newport Center Annual Report 2 Per North Newport Center, "Zoning Implementation and Public Benefit Agreement"- Section 4.4 (December 18, 2007) 5 Excluding City contributions of $125,000 (City Hall costs for Farallon City Hall site entry) 4 Direct costs to Irvine Company incurred outside of City Contract 5 Based on Contract awarded (6114111) including $51,000 of contingencies 6 Per Tony Brine's September 13, 2013 e-mail 7 Per $90,000 final cost, consisting of $51,200 in contractor costs (per 9113113 e-mail from Tony Brne) and $38,800 spent by Irvine Company on project development and design 9 Per Irvine Company documentation 9 Perfinal contract costs provided by Irvine Company 10 Per Irvine Company's final project cost fordesign and construction 11 The total amount paid /contribute by Irvine Company, therefore, exceeds the Maximum Contribution by $85,02. Annual Report - 2013 16 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 3O Cumulative CEC Total Potential Contribution Potential CEC (Maximum Contribution Remaining CEC Project Estimated Project Cost' Contribution Limited To $2,500,000)2 Commitment 1. San Miguel Widening and Intersection Improvements (MacArthur to west of Avocado) including: - Signal modifications at MacArthur and Avocado - Relocation of NW corner entry monument and pine tree replacement Contract Cost = $ 1,355,6503 City Reimbursement = $ 905,320 CIOSA Funding = 450,330 Additional Costs = 42,8884 (Complete 2012 Remaining Cost = $ 905,320 Total Contribution = $ 948,208 $948,208 $1,551,792 2. Upgrade Existing Newport Center Traffic Signals (City Project No. C3002009) including: - Interconnection of Signals - Traffic Signal @ Anacapa/Newport Center Drive (Partial) - Signal Modifications @ San Miguel /Newport Center Drive (Complete) (Complete 2012 $920,9645 $910,4836 $1,858,691 $641,309 3. Newport Center Drive Parking Revisions (Complete 2012) $90,000 $90,000, $1,948,691 $551,309 4. Add fourth leg to Center Drive intersection with Newport Center Drive and signalize (Complete 2012 $300,0008 $354,4969 $2,303,187 $196,813 5. Operational Improvements to streets adjacent to Blocks 500 and 600 of Newport Center Drive (Santa Rosa Revisions - Built by Irvine Company) (Complete 2013) $240,828 $278,83810 $2,582,02511 -0- 1 As established in Section 4.4 of the 2011 North Newport Center Annual Report 2 Per North Newport Center, "Zoning Implementation and Public Benefit Agreement"- Section 4.4 (December 18, 2007) 5 Excluding City contributions of $125,000 (City Hall costs for Farallon City Hall site entry) 4 Direct costs to Irvine Company incurred outside of City Contract 5 Based on Contract awarded (6114111) including $51,000 of contingencies 6 Per Tony Brine's September 13, 2013 e-mail 7 Per $90,000 final cost, consisting of $51,200 in contractor costs (per 9113113 e-mail from Tony Brne) and $38,800 spent by Irvine Company on project development and design 9 Per Irvine Company documentation 9 Perfinal contract costs provided by Irvine Company 10 Per Irvine Company's final project cost fordesign and construction 11 The total amount paid /contribute by Irvine Company, therefore, exceeds the Maximum Contribution by $85,02. Annual Report - 2013 16 North Newport Center Zoning Implementation and Public Benefit Agreement— Expires 2032 January 2014 3O 4.9 B. Fashion Island Water Quality Enhancements - Fashion Island Parking Areas Fashion Island WQMP Master Plan and Treatment - A master treatment plan has been created for all parking lot surface areas in Fashion Island, taking into consideration timing of development phasing, maximizing treatment potential for non - development areas and implementing construction efficiencies for cost minimization. Technical oversight on treatment design and selection to meet State Water Quality Treatment requirements utilizing bio- retention, media filtration and other technology was provided by Stantec Civil Engineering, NMG Soil Engineering and Geosyntec Engineering, a leading bio- retention engineering company. The proposed treatment plan when fully implemented would treat 95% of the parking lot surface areas and 95% of building and hardscape areas. The treatment design will include four bio - retention systems and six media cartridge vault systems designed to treat a total tributary area of 1,687,617 square feet of surface parking area, including 1,539,099 square feet of Non - Development area. An additional 1,283,180 square feet of retail building area, including 1,096,658 square feet of Non - Development area, will be treated as a result of utilization of existing storm line systems. Nineteen percent of non - development tributary area will be treated by bio- retention systems with the remaining 81% treated by media cartridge vault. Additional water quality improvements will occur in future years. The following tables identify the Non - Development water quality treatment from 2008 through December 31, 2013, and the compliance to date with Section 4.9, Paragraph B of the Development Agreement. Water quality treatment costs in 2013 include maintenance of the water quality treatment systems. Fashion Island Non - Development Water Quality Treatment - 2013 Compliance To Date, Section 4.9, Paragraph B - Development Agreement Commitment Existing Enhancement Non - Commitment To -Date Remaining Commitment $1,000,000 $847,326 $136,048 $983,374 $16,626 Tributary Development Installation Operational Total Cost Total Cost Total Cost Total Cost Total Cost Total Cost Location I Name Area (sf)r Area (s02 Cost Cost Total Cost 2008 2009 2010 2011 2012 2013 1 Bldg.B 299,623 174,240 $121,709 - $121,709 - - - - $121,709 - and C 3 324,251 16,273 $10,932 - $10,932 - $10,932 - - - Frontage 3 Bldg. D 58,735 4,000 $88,748 - $88,748 - - - - $88,748 4 PS2 160,453 102,727 $99,020 - $99,020 - $99,020 - - - - 56 Center 406,642 349,787 $217,957 - $217,957 - - - - $217,957 Drive 7,8 Eastside 871,133 432,234 $282,158 $250 $282,408 $112,961 $169,447 Maintenance - - - - - - - $34,000 $34,000 $47,300 $47,300 Total 1 $731,776 $250 1 $732,026 1 $112,961 1 $279,399 $34,000 $34,000 $386,966 $136,048 1 This figure represents the total area treated and includes Development and Non - Development areas. 2 This figure represents only the Non - Development parking lot surface areas treated. Compliance To Date, Section 4.9, Paragraph B - Development Agreement Commitment Existing Enhancement 2013 Enhancement Commitment To -Date Remaining Commitment $1,000,000 $847,326 $136,048 $983,374 $16,626 Annual Report - 2013 17 North Newport Center Zoning Implementation and Public Benefit Agreement- Expires 2032 January 2014 31