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HomeMy WebLinkAbout05 - Annual Review of North Newport Center DA Agreement - PA2009-023 o4�EwP°R� COMMUNITY DEVELOPMENT DEPARTMENT PLANNING DIVISION $ 100 Civic Center Drive, P.O. Box 1768, Newport Beach, CA 92658-8915 (949) 644-3200 Fax: (949) 644-3229 c9LLFOR��P www.newportbeachca.gov CITY OF NEWPORT BEACH ZONING ADMINISTRATOR STAFF REPORT May 28, 2015 Agenda Item No. 5 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 S ection 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 V� QP �P Annual Review of the North Newport Center Development Agreement (PA2009-023) Zoning Administrator, May 28, 2015 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. 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 t he 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 the NNCPC. On June 6, 2012, the Council approved an amendment to the DA, which incorporated these additional remaining Sub- Areas within the NNCPC. The DA specifies the permitted uses, density and intensity of development through the application of the NNCPC text, circulation improvements, public benefits, and dedication of street rights-of-way and open space. The DA vests Irvine Company's right to develop regional commercial, office, mixed-use, and residential uses in North Newport Center as depicted in Table 1. The term of the DA is for 25 years and it expires in 2032. The DA is available online at: http://www.newportbeachea.gov/developmentagreements. The last annual review, conducted on April 10, 2014, covered activities occuring in 2013, and the Zoning Administrator found Irvine Company to be i n good faith compliance with the DA. This review is for activities occurring during the 2014 calendar year. 2014 Development Activity Table 1 summarizes the entitlement and building activity for the NNCPC that occurred in 2014. Several projects are under construction within the planned community, but only completed activities with certificates of occupancy are included in Table 1. Among the items not listed in Table 1 is the demonlition of office buildings and construction of a 524-unit apartment complex in San Joaquin Plaza. Irvine Company applied for Transfer of Development Rights No. TD2014-002 in December 2014 that was approved on February 24, 2015, by the City Council. The Tmp1t10-15-13 Annual Review of the North Newport Center Development Agreement (PA2009-023) Zoning Administrator, May 28, 2015 Page 3 approved transfer changes are not reflected in Table 1 as it occured outside of the 2014 review period. Table 1: 2014 Development Activity Summary Sub- Existing Remaining Area Entitlement Completed Activity Development Entitlement (12/31/2014) (12/31/2014) 1,619,525 sf Constructed: 11,049 sf Fashion of regional Demolished: 1,798 sf 1,517,813 sf 101,712 sf Island commercial 1,700 theater seats 650 theater 1,020 seats or seats 16,500 sf Block 0 sf 121,114 sf 0 sf 100 of office/commercial suspended Block 91,727 sf 91,727 sf 0 sf 400 of office/commercial Block 599,659 sf Constructed: 1,600 sf 271,390 sf 328,269 sf 500 of mixed use 1,587,537 sf Constructed: 474 sf 1,307,319 sf 2,164 sf Block of mixed use Demolished: 2,638 sf 600 295 hotel 295 hotel rooms 0 hotel rooms rooms Block 286,166 sf 286,166 sf 0 sf 800 of office/commercial 245 residential units 245 units 0 units 284,941 sf 95,550 sf (189,391 sf San of office/commercial Demolished: 52,320 sf suspended, 0 sf Joaquin demolition Plaza underway) 524 residential units 0 units 524 units Other 2014 Activity Irvine Company paid $5,600,000 for in-lieu park dedication fees, completing the requirements under Section 4.1 of the DA for park fees. Irvine Company paid $13,545,000 in public benefit fees, completing the requirements under Section 4.2 of the DA. During 2014, Irvine Company expended $47,300 towards water quality enhancements in surface parking areas within Fashion Island. A total of $1,030,674 has been contributed towards the required minimum expenditure of $1 million for water quality Tmp1t10-15-13 J Annual Review of the North Newport Center Development Agreement (PA2009-023) Zoning Administrator, May 28, 2015 Page 4 projects, completing the requirements of Section 4.9 (B). The expenditure was used on maintenance conducted on the water quality treatment systems, including bio-retention, media filtration, and other technology. Pursuant to Section 6 of the 2012 DA Amendment, Irvine Company paid the entire contribution amount of $5,922,000 in public benefit fees. Irvine Company also reimbursed the City $152,257.22 for expenses incurred for the design and construction of the Bayside Walkway Connection, as required by Section 8 o f the 2012 DA Amendment. 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 5 Annual Review of the North Newport Center Development Agreement (PA2009-023) Zoning Administrator, May 28, 2015 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: Fbr6 N eno, Associate Planner JC/fn Attachments: ZA 1 Vicinity Map ZA 2 Annual Report Tmp1t10-15-13 Attachment No. ZA 1 Vicinity Map Tmple 10-15-13 V� QP �P g VICINITY MAP 0 an JOaqu�n W� 81ock G00 00 saumnoMno iB81nen 161an9 No<F .......... SPP v.v O P Y eiock':' qCA Qu R CQ Q qsr � �J �Gy S✓ �P North Newport Center Planned Community Annual Review of Development Agreement No. DA2007-002 PA2009-023 V� QP �P 20 Attachment No. ZA 2 2014 Annual Report 11 V� QP �P 2� North Newport Center Zoning Implementation and Public Benefit Agreement Annual Report Year 2014 (January 2014-December 2014) 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 2015—Updated May 2015 13� Contents Introduction..............................................................................................................................1 Figure 1 — Sub-Areas in North Newport Center Planned Community.........................1 Summary Table — North Newport Center as of December 31, 2014 ..........................2 DevelopmentSummary ...........................................................................................................2 FashionIsland............................................................................................................3 Block100 ...................................................................................................................3 Block400 ...................................................................................................................4 Block500 ...................................................................................................................4 Block600 ...................................................................................................................4 Block800 ...................................................................................................................4 SanJoaquin Plaza .....................................................................................................4 PublicBenefits.........................................................................................................................5 PublicBenefits Table..................................................................................................5 Ongoing Obligations and Public Benefits...............................................................................14 CityConcurrence...................................................................................................................16 Annual Report Distribution.....................................................................................................16 4.4 Circulation Enhancements to Public Right of Way—Completed 2013..............................17 4.9 B. Fashion Island Water Quality Enhancements— Fashion Island Parking Areas ............18 Fashion Island Non-Development Water Quality Treatment—2014.........................18 Compliance To Date, Section 4.9, Paragraph B — Development Agreement............18 Annual Report—2014(January 2015—Updated May 2015) North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 Introduction The purpose of the 2014 Annual Report (AR) for North Newport Center is to provide an accurate record of the development that has occurred within North Newport Center during 2014. 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-1­13 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 that show development within North Newport Center as a whole and development by sub-area. The tables provide a comprehensive review of the development within North Newport Center in terms of existing development, maximum development (allowed by the General Plan) and development that has occurred during 2014. 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 P.L / ACe�oa E Op ge nu i 5 /--coAlul 47 1 4 p s' �C h t Sub-Areas under Zoning Implemention and Public benebtAgreemem Annual Report—2014(January 2015—Updated May 2015) 1 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 Z.�J Summary Table — North Newport Center as of December 31, 2014 Remaining Sub-Area Entitlement Existing Development Development During 2014 Entitlement Fashion Island 1,523,416 1,518,355 Demolished:8021 5,061 Constructed: 432 680 theater seatS3 680 theater seats Transferred: 16,500 s.f. 0 Block 100 0 121,114,suspended 0 Block 400 91,727 91,727 0 Block 500 599,525 599,525 0 Block 600 1,600,3274 1,315,409 Demolished: 2,6385 Constructed:4206 07 295 hotel rooms 295 hotel rooms 0 hotel rooms Block 800 286,166 286,166 Converted restaurant to office: 09 245 residential units 245 residential units 08 0 San Joaquin Plaza 95,550 95,550 Permitted(Demo):241,71110 95,550 524 residential units 0 Permitted:524 residential units 0 All numbers in this table are shown in square feet(s.f.)unless otherwise indicated. 1 "Sushi Roku"X2014-1741 2 P.F.Chang"X2013-2270 3 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. 4 The General Plan entitlement figure includes allocations for hotel square footage,which is not represented in the Existing Development or Remaining Entitlement columns. 5 650 Newport Center Drive X2013-0064 6 670 Newport Center Drive X2014-1753 7 The issuance of the Certificate of Use and Occupancy for 650 Newport Center Drive on 5/24/14 reduced the remaining entitlement to 0. 8 'The Ritz"X2014-0516 9 "The Ritz"X2014-0516 was returned to the original shell condition and the use was converted from restaurant to office.There is no change to the gross floor area but the conversion resulted in a trip credit of 81 PM Peak Hour trips for future use 10 1—5 San Joaquin Hills Road:X2014-1163,X2014-3134,X2014-3135,X2014-3136,X2014-3137 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 a mendment 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 2014. 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. Date Sub-Area Summary of Action Fashion Island Apr 2014 (Final) 1145 Newport Center Drive+43 s.f. (X2013-2270) Sept 2014 (Final) 327 Newport Center Drive-1,736 s.f. (X2014-1741)` Nov 2014 (Issued) 327 Newport Center Drive+4,574 s.f. (X2014-3266)2 Demolition permit X2014-1741 for the"Sushi Roku"restaurant together with tenant improvement permit X2014-3266(Footnote 2)results in a net decrease in gross floor area of 802 s.f. 2 Tenant improvement permit X2014-3266 for the"Sushi Roku^restaurant together with demolition permit X2014-1741 (Footnote 1)results in a net decrease in gross floor area of 802 s.f. Annual Report-2014(January 2015-Updated May 2015) 2 North Newport Center Zoning Implementation and Public Benefit Agreement-Expires August 2032 10 Date Sub-Area Summary of Action Nov 2014 (Final) 1085 Newport Center Drive-62 s.f. (X2014-1702) Block 600 Apr 2014 (Final) 650 Newport Center Drive-2,638 s.f. (X2013-0064)' Jun 2014 (Final) 690 Newport Center Drive+54 s.f. (X2013-2866)" Oct 2014 (Final) 670 Newport Center Drive+420 s.f. (X2014-1753) Block 800 Oct 2014 (Final) 880 Newport Center Drive+0 s.f. (X2014-0516)' San Joaquin Plaza Jun 2014 (Final) 1 San Joaquin Plaza-52,320 s.f.X2014-1163 Nov 2014 (Issued) 2 San Joaquin Plaza-37,423 s.f.X2014-3134 Nov 2014 (Issued) 3 San Joaquin Plaza-47,328 s.f.X2014-3135 Nov 2014 (Issued) 4 San Joaquin Plaza-52,320 s.f.X2014-3136 Nov 2014 (Issued) 5 San Joaquin Plaza-52,320 s.f.X2014-3137 Nov 2014 (Issued) 1101 San Joaquin Hills Road 75 residential units X2013-3466 Nov 2014 (Issued) 1101 San Joaquin Hills Road 9 residential units X2013-3474 Nov 2014 (Issued) 1201 San Joaquin Hills Road 72 residential units X2013-3467 Nov 2014 (Issued) 1301 San Joaquin Hills Road 49 residential units X2013-3468 Nov 2014 (Issued) 1401 San Joaquin Hills Road 104 residential units X2013-3469 Nov 2014 (Issued) 1401 San Joaquin Hills Road guardhouse+263 s.f.X2014-3212 Nov 2014 (Issued) 1501 San Joaquin Hills Road leasing office+3,333 s.f. X2013-3470 Nov 2014 (Issued) 1601 San Joaquin Hills Road 73 residential units X2013-3471 Nov 2014 (Issued) 1701 San Joaquin Hills Road 55 residential units X2013-3472 Nov 2014 (Issued) 1801 San Joaquin Hills Road 87 residential units X2013-3473 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 Entitlement Existing Existing January Development Transferred/ Permitted Tracking Development Entitlement 2014 January 2014 Converted Demolished (New) Built Number December 2014 December 2014 Land Use Regional Commercial 1,619,525 1,519,114 96,109 802° 43' TD2014-2 1,518,355 1,523,416 Theater Seats 1,700 680 16,500 TD2014-2 680 seats 680 seats Block 100 Entitlement Existing Existing January Development Permitted Tracking Development Entitlement 2014 January 2014 Transferred Demolished (Demo/New) Built Number December 2014 December 2014 Land Use Office/Commercial 0 08 99,953 TD2014-2 99,953 99,953 ' The Third Floor T.I.construction removed a section of the shell building's Floor over the proposed auditorium located on the Second Floor resulting in a net gross Floor area reduction of 2,638 s.f. 4 Per Section 11.6.2 of the NNC PC development limits for hotel uses are measured on a per unit basis.Therefore,the+54 s.f, does not count towards the Block 600 entitlement. This T.I. construction returned the building to the original shell condition and converting the use back to office from restaurant.There is no change to the gross Floor area but the conversion resulted in a trip credit of 81 PM Peak Hour trips for future use. e "Sushi Roku"X2014-1741 ' `PF.Chang"X2013-2270 8 Per Covenants Rendering Square Footage Non-Habitable dated March 21 and November 27,2012. Annual Report—2014(January 2015—Updated May 2015) 3 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 27 Block 400 Entitlement Existing Existing January Development Transferred/ Permitted Tracking Development Entitlement 2014 January 2014 Converted Demolished (Demo/New) Built Number December 2014 December 2014 Land Use Office/Commercial 91,727 91,727 91,727 91,727 Block 500 Entitlement Existing Existing January Development Transferred/ Permitted Tracking Development Entitlement 2014 January 2014 Converted Demolished (Demo/New) Built Number December2014 December2014 Land Use Mixed Use Horizontal 599,659 599,525 134 TD2014-2 599,525 599,525 3(MU-H3) Residential Units 0 0 0 0 Block 600 Entitlement Existing Existing January Development Transferred/ Permitted Built/ Tracking Development Entitlement 2014 January2014 Recovered Demolished (Demo/New) C of 0 Number December 2014 December 2014 Land Use Mixed Use Horizontal 3 15875379 910 12,79010 lz 420"/ is (MU-H3) , , ,637 4,510" 2,638 387,4720 TD2014-2 1,313,191 1,600,327 Residential Units 0 0 0 0 0 Hotel Rooms 295 295 295 295 Block 800 Entitlement Existing Existing January Development Transferred/ Permitted Tracking Development Entitlement 2014 January2014 Converted Demolished (Demo/New) Built Number December 2014 December 2014 Land Use Office/Commercial 286,166 286,166 015 286,166 286,166 Residential Units 245 245 245 245 San Joaquin Plaza Entitlement Existing Existing January Development Transferred/ Permitted Tracking Development Entitlement 2014 January 2014 Converted Demolished (Demo/New) Built Number December 2014 December 2014 Land Use Mixed Use Horizontal 95,550 95,550 241,711 95,550 95,550 3(MU-H3) Residential Units 524 0 524 0 524 9 The General Plan entitlement figure includes allocations for hotel square footage, which is not represented in the Existing Development or Remaining Entitlement columns. 10 Transfer from Fashion Island and Block 500. 11 Existing development recovered from demolition and non-entitlement accessary uses in Block 600. 1z The Third Floor T.I. construction removed a section of the shell building's floor over the proposed auditorium located on the Second Floor resulting in a net gross Floor area reduction of 2,638 s,f.(X2013-0064). Engineering Office in Parking Structure X2014-1753. 14 The Certificate of Use and Occupancy for 650 Newport Center Drive was issued on 5/23/14. The existing development increased by 387,472 s.f. from 910,637 s.f.to 1,298,109 s.f. This T.I. construction returned the building to the original shell condition and converting the use back to office from restaurant ('The Ritz", X2013-0064). There is no change to the gross Floor area but the conversion resulted in a trip credit of 81 PM Peak Hour trips for future use. Annual Report—2014(January 2015—Updated May 2015) 4 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 12 Public Benefits The Public Benefits Table below lists all of the public benefits resulting from Development Agreement No. DA2007-002 entitled The Zoning Implementation and Public Benefit Agreement (Agreement) between the City of Newport Beach and Irvine Company Concerning North Newport Center and the Amendment to the Agreement approved in August 2012 (herein referred to as the Development Agreement). Public benefits are listed in Section 4 of the development agreement. Shaded areas represent 2014 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, $3,733,333.33(which is 1/3 of the total Park Fees to be December 31,2014:$3.733.333.33 Oasis Senior Center and prior to and as a condition to City's paid to City under this Agreement)(the"Initial Park Fee")or Responsible party: and for Park Uses issuance of the First Residential Building (ii)the applicable Per Unit Park Fees(if the First Residential Irvine Company Permit(but in no event earlier than the Building Permit includes more than one hundred forty-three Effective Date) (143)residential units). ®Completed Date:November 3,2014 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 Landowner shall pay to City the sum of$17,364.11 (the Total payment as of Paragraph 2 a building permit for development of the one difference between the Initial Park Fee and the total Per December 31,2014:$17,364.11 hundred forty-fourth(144th)residential unit on Unit Park Fees for 144 residential units) Responsible party: any portion of the Property located in Newport Irvine Company Center Block 500,Newport Center Block 600, or San Joaquin Plaza ®Completed Date:November 3,2014 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 unit Number of units as of for Renovation of Paragraph 2 each subsequent building permit for residential ("Per Unit Park Fees") December 31,2014:286 Oasis Senior Center development within that portion of the Property • Less$5,600,000.00 paid on 3/10/09 per Section 4.1, Per unit: 26 046.51 ` and for Park Uses Paragraph 4(See Page 6 of Annual Report) Total payment: $1.849,302.56 Responsible party: Irvine Company ®Completed Date:November 3,2014 Annual Report—2014(January 2015—Updated May 2015) 5 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 29 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status In-Lieu Park Fees Section 4.1 If Landowner sells any residential unit Landowner shall pay to City at the time of such sale of an Number of units sold as of for Renovation of Paragraph 3 developed within the Property to a third party individual residential unit the then-applicable park fee for December 31,2013: (units)0 Oasis Senior Center purchaser in other than a bulk sale of all of the such unit as may be in effect at that time within the City of Park fee per unit: $ and for Park Uses units in a single residential building Newport Beach,less a credit for the amount of the Per Unit Total payment: $ 0 Park Fee paid prior to that time. Responsible party: Please see Section 4.1,paragraph 3 for additional informa- Irvine Company tion regarding Landowner's obligation to pay fees and Completed memorandums to be recorded against the title of 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 Renovation of Paragraph 4 renovation of the Oasis Senior Center,the total Landowner shall pay to City the difference('Park Fee for renovation of the Oasis Senior Oasis Senior Center sum of both the Initial Park Fee and the Per Advancement'). Landowner's payment of the Park Fee Center 3/10/2009 and for Park Uses Unit Park Fees paid by Landowner to City to Advancement shall entitle Landowner to a credit against the Check below if answer is"yes." date is less than the sum of$5,600,000 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 until Fee and the Per Unit Park Fees paid by 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 of$5,600,000(as of date above) COMPLETE 200 ach sPbsequent buding permit for Cei ter Bl f box above is vancem nt"hen veto ment of an portion of the Property located in Landowner shall a to Cit ewport Center Black 500,Newport Center Block 600,or "Park Fee Advancement" an Joaquin Plaza,Landowner shall continue to pay the in the amount of: $5,600,000 Per Unit Park Fees as residential building permits are No initial park fees paid. issued. Lump sum payment to City: $5,600,000 Responsible party: Irvine Company N Completed Date: 3/10/2009 In-Lieu Park Fees Section 4.1 Not specifed City shall earmark$5,600,000 of the Park Fees to be paid Responsible party: for Renovation of ParaP5 h 5 by Landowner(one-half of the total Park Fees)as a City of Newport Beach i r n atching challenge grant to apply toward contributions to ®Completed date: Early 2009 d fo rk U 2pr e renovation of the Oasis Senior Center. (prior to construction) In- ieu Par-kfeesSedion 4.1 of peci ied City shall apply any Park Fees not spent by City on the Responsible party: for Renovation of Paragraph 5 renovation of the Oasis Senior Center to any park use as City of Newport Beach Oasis Senior Center determined by City. Landowner acknowledges that the ®Completed date: Early 2009 and for Park Uses actual amount of funds raised through the matching (prior to construction) MMPLETE 2000091ndowner allenge may be less than$5,600,000 and that the amount sed shall not affect the amount of Park Fees payable by �`Cto City. Annual Report—2014(January 2015—Updated May 2015) 6 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 20 Type of Fee, Development Contribution or Agreement Dedication Reference TiminglMilestone Payment/Contribution/Dedication Status Public Benefit Fee Section 4.2 No t specciffFF, edd Landowner shall pay to City the sum of$27,090,000 as set Payment in the sum of$27,090,000 paid in P h Dev L E T E A j ( Pc Benefit Fee),of the full as of November 3,2014 Com1(1/���J,�, 'ILII- Responsible party: Irvine Company ®Completed(7126/11 and 1113/14 as indicated below) Section 4.2 Prior to and as a condition to the issuance of Landowner shall pay to City the sum of$13,545,000,which Payment:as of Para raph 1 the First Buildin Permit-650 Newport Center is ane-half of the Public Benefit Fee("Initial Public Benefit July 26,2011 $13,545,000 O M JLET Fe2011 Responsible party: IIJ� Irvine Company ®Completed Section 4.2 Upon the issuance of building permits for the The balance of the Public Beneft Fee shall be paid to City. Building permits have been Issued for 430 Paragraph 1 430 residential units authorized for The amount payable by Landowner to City for each such residential units as of November 3.2014 UPLETE entwithin the Propet . residential unit shall be thesumsum of$31,500. Total payment(balance of the Public O 2014 Beneftesto 11,500000 This equates to$31,500 per unit for 430 units. Total payment as of November 3,2014 Responsible Party: Irvine Company ®Completed Fair Share Traffic Section 4.3 The Property is subject to City's Fair Share The City is in the process of considering updates and Fair Share Traffic Fees Fees Paragraph 1 Traffic Contribution Ordinance,which requires amendments to its Fair Share Traffic Contribution paid for 2014: $ 0 the payment of certain fair share traffic fees for Ordinance and its Fair Share Traffic Fees and that as a Responsible party: development("Fair Share Traffic Fees"). result of such updates and amendments the Fair Share Irvine Company Traffic Fee charged by City may be increased(the"Initial Fee Increase'). Notwithstanding any other provision set forth in the Development Agreement to the contrary,Landowner agrees that Landowner and the Property shall be subject to the modifed 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-2014(January 2015-Updated May 2015) 7 North Newport Center Zoning Implementation and Public Benefit Agreement-Expires August 2032 �2 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Circulation Section 4.4 "Circulation Enhancement Contribution"to Landowner shall contribute to City the sum of Two Million Check below if answer is'yes." Enhancements to Paragraph 1 reimburse City for City's expenses incurred for Five Hundred Thousand Dollars($2,500,000.00) ®The City choses to approve,design and Public Right of Way the design and construction of one or more of ("Circulation Enhancement Contribution"). construct one or more of the circulation the circulation improvements listed in Section enhancements listed in Section 4.4 of 4.4 of the Development Agreement,as the Development Agreement determined by the City's Director of Public Date:See note below Works,should City choose to approve the circulation enhancements after its Note:See page 17 for additional environmental review and approval process information. and in compliance with CEQA. If box above is checked,then Landowner shall contribute up to$2,500,000.00 Please refer to Section 4.4,paragraph 1 of the based on actual costs requested by the Development Agreement for the list of City and the amount spent by Irvine circulation enhancements. Company on those projects the City OMPLETE 201 agreed could be built by Irvine Company. Responsible party: Irvine Company ®Completed Date:12131113 Annual Report—2014(January 2015—Updated May 2015) 8 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 22 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Circulation Section 4.4 Landowner shall pay the Circulation Landowner shall pay the Circulation Enhancement Indicate payment(s)below(if applicable): Enhancements to Paragraph 2 Enhancement Contribution to City from time to Contribution to City from time to time after the Effective Amount paid by Landowner to City Public Right of Way time after the Effective Date,within thirty(30) Date and Landowner will pay any balance to the City up to for Circulation Enhancement days after receipt of written request for a maximum contribution of$2,500,000.00 less the cost for Contribution as of reimbursement from City,with any balance to any improvements constructed by Landowner. December 31,2013 $1,905,803 be paid to City on the date that is sixty(60) Contributions shall be paid by Landowner upon receipt of Date that is 60 months after months after the Effective Date(the Effective invoices from the City. Date is January 18,2008)regardless of the Effective Date: January 18,2013 whether City has incurred the cost for the Amount of balance paid by foregoing improvements. Landowner to City as of (date) Alternatively,Landowner and City may Responsible party: mutually agree upon arrangements for Irvine Company Landowner to use the Circulation Enhancement Contribution to construct the ®Completed foregoing improvements subject to City's or approval. ❑Check this box if Landowner and City mutually agree for Landowner to use O /j contribution to construct improvements. COMPLETE "lul Date: Amount used to construct improvements as of December 31,2013: $676,222 Responsible party: Irvine Company Z Completed Dedication of Public Section 4.5 At such time as City provides legal descriptions Landowner shall provide an offer of dedication to City for Responsible party: Rights of Way Paragraph 1 for the public rights of way,which descriptions the additional public rights of way necessary for circulation Irvine Company shall be consistent with the design of the improvements on the north side of San Miguel Drive Completed circulation improvements for said public right of between MacArthur Boulevard and Avocado Avenue and on No longer applicable due to dedication of way. Avocado Avenue between San Nicolas Drive and San Avocado parcel on October 17,2008,as cation COMPLETE 200 ( eael Drve. described in Section 4.6 Paragraph 1 f� ease see Section 4.5 of the Development Agreement for documentedAvocado inn 2008 Annual Report. ditional information. P Annual Report—2014(January 2015—Updated May 2015) 9 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 23 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Dedication of Public Section 4.5 At such time as City provides legal descriptions Landowner shall convey the public right of way to City ❑Check this box if the Landowner has Rights of Way Paragraph 1 for the public rights of way,which descriptions (through the recordation of an offer of dedication without recorded an offer of dedication to the shall be consistent with the design of the any restrictions or qualifications)free and clear of all City without any restrictions or circulation improvements for said public right of recorded and unrecorded monetary liens,any delinquent qualifications. way. property taxes or assessments,and all tenancies, lessees, Responsible party: occupants, licensees,and all possessory rights of any kind Irvine Company or nature. de Completed CO E �O O addition,upon the conveyance,there shall not be any lation of any law,rule,or regulation affecting the public No longer applicable due to dedication of ht of way or its use,including any environmental law or Avocado parcel on October 17,2008,as regulation,and Landowner shall be responsible for causing described in Section 4.6 Paragraph 1 said condition to be satisfied. 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(i)or(ii)is Dedication Paragraph 1 recordation of a grant deed)the open space space or public facilities purposes,to City free and clear of "yes." parcel in Newport Center comprised of all recorded and unrecorded monetary liens,any delinquent ❑ (i)City has awarded a construction approximately 3.18 acres of land area, property taxes or assessments,and all tenancies, lessees, contract for the construction of City Hall bounded on the north by the Orange County occupants, licensees,and all possessory rights of any kind at any location within the City Transportation Authority site,the east by or nature. Date:Not Applicable MacArthur Boulevard,the south by San Miguel Drive,and the west by Avocado Avenue ® (ii)the option to purchase the Option ("Open Space Parcel"),within thirty(30)days Site has terminated as provided in after the earliest of the following: (i)City has Section 4.8.1 of Development awarded a construction contract for the Agreement No. DA2007-002. construction of City Hall at any location within Date:May 27,2008 the City or(ii)the option to purchase the Option Within 30 days after the earliest of one of Site has terminated as provided in Section the two events listed above, Landowner 4.8.1 of Development Agreement No. shall dedicate to City(through the DA2007-002. recordation of a grant deed)the open OMP space parcel in Newport Center comprised CLETE 200 of approximately 3.18 acres of land area ®Check this box once the grant deed has been recorded. Date:October 17,2008 Annual Report—2014(January 2015—Updated May 2015) 10 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 24 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Open Space Section 4.6 Not specified Landowner shall,at its sole cost and expense,cause a title ®Check this box once Landowner,at its Dedication Paragraph 1 company selected by City to issue to City an owner's policy sole cost and expense,has caused a of title insurance for the Open Space Parcel with liability in title company selected by City to issue to O 200 amount reasonably determined by City(but not City an owner's policy of title insurance reeding the fair market value of the Open Space Parcel) for the Open Space Parcel wing fee title to the Open Space Parcel vested in City, Date:October 17,2008 Aree and clear of the liens,rights,and encumbrances Responsible party: referred to in Section 4.6 of Development Agreement No. DA2007-002. Irvine Company Retrofit Sprinkler Section 4.9 The Newport Center Drive system retrofit shall Landowner shall retrofit the existing sprinkler systems in the Check each box below upon implementa- Systems Paragraph A be completed by June 2008, Newport Center Drive parkways and medians to low flow tion of the corresponding low flow technology with the following specifications: technology listed to the left. OMPLETE 200 )The control system must monitor and adjust itself not ® (1) ss than daily,using either evapotranspiration rates for the ® (2) orona del Mar microclimate or soil moisture levels monitored at enough locations in the irrigation area as to ®(3) cover each soil and slope type in Newport Center. ®(4) (2)The control system must adjust to rain conditions to limit or eliminate watering during rain events. ®Check this box once the 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 Responsible party: Jardiniere system 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. Annual Report—2014(January 2015—Updated May 2015) 11 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Retrofit Sprinkler Section 4.9 The Fashion Island retrofit shall be completed Landowner shall retrofit the existing sprinkler systems in the Check each box below upon Systems Paragraph A in phases in conjunction with the water quality landscape areas within Fashion Island to low flow implementation of the corresponding low enhancements in Section 4.9B of the technology with the following specifications: flow technology specification listed to the Development Agreement. left. (1)The control system must monitor and adjust itself not less than daily,using either evapotranspiration rates for the ®(1) O 2009' Corona del Mar glimate osoil moisture levels ® (2) C." N P L T E monitored at enough h loloin in the irrigation area as to cover each soil and slope type in Newport Center. ®(3) (2)The control system must adjust to rain conditions to limit ®(4) or eliminate watering during rain events. (3)The sprinkler heads must eliminate overspray onto ®Check this box once the Fashion Island roads,sidewalks,and other hardscape either by using 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 Sprinkler retrofit is 100%complete. Jardiniere system Responsible party: (4)The performance of the sprinkler systems must be Irvine Company monitored on a regular basis. Landowner agrees to install flow meters to detect line and/or sprinkler head breaks when wireless flow meter technology is proven and commercially available. Fashion Island Section 4.9 Not specified Landowner commits to expend a minimum of$1 million to For the year 2014,indicate the amount Water Quality Paragraph B enhance the water quality treatment(which could include expended to enhance the water quality Enhancements bio-filtration,media Nitration or other technology)of those treatment of those surface parking areas surface parking areas of Fashion Island which are not in Fashion Island: O 2014 othe wise included within the new development or Far 2014 $47,300 redevelopment projects. Cumulative Total-see page 1B Landowner has full discretion as to the treatment methods for additional information $1,030,674 utilized and improvement phasing,to ensure that the ®Completed improvements integrate with the water quality treatment The amount spent above is plans of the new development areas. as of December 31,2014. Responsible party: Irvine Company Annual Report—2014(January 2015—Updated May 2015) 12 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 Type of Fee, Development Contribution or Agreement Dedication Reference TiminglMilestone Payment/Contribution/Dedication Status Fashion Island Section 4.9 Annually.The first report is due by January 18, Landowner agrees to make annual reports to the City ®Check this box when the 2014 Annual Water Quality Paragraph B 2009(one year after the Effective Date of regarding the progress of these enhancements including Report is submitted to the City. Enhancements January 18,2008). the work performed and the amount expended. Date:January 16,2015 O PL 2014 Maintenance was conducted the water quality treatment systems.Seee page 18 for additional information for year 2014. Responsible party: Irvine Company Cooperation of Section 4.10 If City elects to construct a new City Had 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 use north of the Central Library. Property North of restrictions contained in the deed for the property to allow ®Check this box once Landowner has Library for and accommodate construction of a new City Hall on cooperated in good faith with the City OWFU ^ 008t at site. and has released and terminated the TE /u/�/)) use restrictions contained in the deed for the properly. 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 site ❑Check this box once the first building Castaways Paragraph 1 for municipal or municipally sponsored uses allowed under permit has been issued. the General Plan's Recreational Marine Commercial Date:Not Applicable Edesignation,such as park, marine educational facility, ®Check this box once the Lower CIO E 2 0 On marine research and conservation facility,or marine and Castaways site has been harbor dependent service and support uses and other dedicated to the City similar uses in furtherance of the Tidelands Trust. Date:October 17,2008 Responsible party: Irvine Company Dedication of Lower Section 4.11 Not specified The property shall have a deed restriction in favor of ®Check this box once a deed restriction Castaways Paragraph 1 Landowner which shall restrict the City's use of the property has been issued in favor of the Land- toMPLEETE such uses(listed in the row-p o flt any to op the City to owner for the Lower Castaways site contract with a for profit or non- toff emit too erste Date:October 17,2008 certain municipal facilities or to use the property in Responsible parties: furtherance of such uses;provided that the City may not Irvine Company and the City of transfer the property,by sale or long term lease to any Newport Beach private,for-profit company for any commercial boat marina. Annual Report—2014(January 2015—Updated May 2015) 13 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 27 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, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication 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 10011 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 200th below market rate unit I one-third of required units. 100th market rate unit Certificate of use and occupancy for 300th Date: market rate unit I one-third of required units. 200th market rate unit Affordable housing agreements will be executed and Date: recorded for designated affordable units in The Bays 300th market rate unit apartment complex before the point where a Date: certificate of use and occupancy is issued for the Responsible Party: related market rate units. Irvine Company Pubic Benefit Fee Section 6 A fee shall be paid for the 43111 unit and all A total of$63,000.00 per unit for the additional 94 Building permit issuance for units (Amendment) subsequent units at the time the building permit is units approved in 2012 shall be paid.The total 431 through 524. issued payment is$5,922,000.00 Date: November 3,2014 COMPLETE 0 Responsible pa ty:00.000 Irvine Company 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 for Parks (Amendment) Benefit Fee for parks shall be paid on or before additional 94 residential units added to the NNCPC. City for Public Benefit Fee July 1,2013. for Parks: $2.448,371.94 COMPLET 0 �1 � Date July 1,2013 Responsible party: Irvine Company ®Complete' 'Amount was paid on or before July 1,2013 but not reported in the 2013 Annual Report Annual Report—2014(January 2015—Updated May 2015) 14 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 22 Type of Fee, Development Contribution or Agreement Dedication Reference Timing/Milestone Payment/Contribution/Dedication Status Development of Sections 6.7 and TPO approval and compliance with the fair share Since the City will not be developing the Option Site ®Check this box when TPO approval Option Site with 7.1 traffic fee requirements must occur before TIC can with 72,000 square feet: and compliance is attainted 72,000 Square Feet develop the Option Site. TIC must conduct a traffic analysis,provide traffic Date:August 7,2008 of office use mitigation in compliance with the Traffic Phasing Responsible party: COMPLETE 200 ' Ordinance ommissi pay the applicable Fair Share vine Company Traffic Fees,and obtain TPO approval from the O Planning Commission(appeal goes to City Council) before It can develop the Option Site with 72,000 square feet of office use. Complete Section 7.3 No later than the earlier of: (1)the date the City Complete construction of a third eastbound left turn ®Check this box once lane Construction of a issues the certificate of occupancy for any new lane at the intersection of MacArthur Boulevard and construction is complete T ' st e Firs quit Perr t(tom San Joaquin Hills Road(within the existing right of Date:October 2012 Tu aneMIF J) fi9al exEeor tO uH it th it t way except fora)y needed dedication at thet Int doJ I ILS ar in uc2 da th is i nt southwest corner . Responsible party: Ma ur e. Irvine Company and San Joaquin 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 Bayside Walkway (Amendment) receipt of written notice that contract for project costs for plans,specifications,permits and/or to City:$152,257.22 Connection construction has been awarded. construction. Date:July 5,2014 COMn LETE 2 Responsible Party: IIJ� Irvine Company ®Complete 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 OMPLETE 200 C91 TIC must document the current status of its February 2 entitlement use(i.e.,a tracking chart of built intensity) Responsible party: and its provision of the public benefits identified In Irvine Company Section 4 of the Development Agreement. Annual Report—2014(January 2015—Updated May 2015) 15 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires August 2032 �9 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—2014(January 2015—Updated May 2015) 16 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires 2032 4.4 Circulation Enhancements to Public Right of Way — Completed 2013 Section 4.4 of the North Newport Center Zoning Implementation and public Benefit Agreement requires that individual enhancement projects be established through discussion with the City of Newport Beach Director of Public Works. The table below lists the individual projects resulting from those discussions and the actual or estimated cost for individual project components as of December 31, 2013. Projects 1-4 were completed in 2012. Project 5 was completed in 2013. As shown in the table, the total Irvine Company contribution through a combination of direct construction costs and reimbursement to the city exceeded the established maximum requirement of$ 2,500,000. North Newport Center— Circulation Enhancements to Public Right of Way Transportation Improvements Program Completed December 31, 2013 Cumulative CEC Total Potential Contribution Potential CEC (Maximum Contribution Remaining CEC Project Estimated Project Cost' Contribution Limited To$2,500,000)2 Commitment 1. San Miguel Widening and Intersection Improvements(MacArthur to west of Avocado) ncluding. - Signal modifications at MacArthur and Avocado - Relocation of NW comer entry monument and pine tree replacement Contract Cost = $1,355,6503 City Reimbursement = $ 905,320 CIOSA Funding = 450,330 Additional Costs = 42,888' (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.03002009) including, - Interconnection of Signals - Traffic Signal 9Anacapa/Newport Center Drive(Partial) - Signal Modifications @ San Miguel/Newport Center Drive(Complete) (Complete 2012 $920,9645 $910,4831 $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) $300,0000 $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) Com Iete 2013 $240,828 $278,63810 $2,582,02511 -0- 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) s Excluding City contributions of$125,000(City Hall costs for Farallon City Hall site entry) 4 Direct costs to Irvine Company incurred outside of City Contract 5 Based on Contract awarded(6/14/11)including$51,000 of contingencies 6 Per Tony Brine's September 13,2013 e-mail aPer$90,000 final cost, consisting of$51,200 in contractor costs(per 9/13/13 e-mail from Tony Brine)and$38,800 spent by Irvine Company on project development and design Per Irvine Company documentation 9 Per final contract costs provided by Irvine Company 10 Per Irvine Company's final project cost for design and construction 11 The total amount paid/contribute by Irvine Company,therefore, exceeds the Maximum Contribution by$85,025. Annual Report-2014(January 2015—Updated May 2015) 17 North Newport Center Zoning Implementation and Public Benefit Agreement—Expires 2032 31 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, 2014, and the compliance to date with Section 4.9, Paragraph B of the Development Agreement. Water quality treatment costs in 2014 include maintenance of the water quality treatment systems. Fashion Island Non-Development Water Quality Treatment - 2014 Non- Tributary Development Installation Operational Total Cost Total Cost Total Cost Total Cost Total Cost Total Cost Total Cost Location/Name Area(sf)' Area(sf)z Cost Cost Total Cost 2008 2009 2010 2011 2012 2013 2014 1 Bldg.B 299,623 174,240 $121,709 - $121,709 - - - - $121,709 - and C 3 Frontage 324,251 16,273 $10,932 - $10,932 - $10,932 - - - - 3 Bldg,D 58,735 4,000 $88,748 $88,748 $88,748 4 P52 160,453 102,727 $99,020 - $99,020 - $99,020 - - - - 5,6 Center 406,642 349,787 $217,957 - $217,957 - - - - $217,957 - Drive 7,8 Eastside 871,133 432,234 $282,158 $250 $282,408 $112,961 $169,447 - - - - Maintenance - - - - - - - $34,000 $34,000 $47,300 $47,300 $47,300 Total $731,776 $250 $732,026 $112,961 $279,399 $34,000 $34,000 $386,966 $136,048 $47,300 1 This figure represents the total area treated and includes Development and Non-Development areas. 2 This figure represents only the Non-Development parking lot surface areas treated. Compliance To Date, Section 4.9, Paragraph B - Development Agreement 2013 Commitment Commitment Existing Enhancement Enhancement To-Date Remaining Commitment $1,000,000 $983,374 $47,300 $1,030,674 $0 Annual Report-2014(January 2015-Updated May 2015) 18 North Newport Center Zoning Implementation and Public Benefit Agreement-Expires 2032 32