HomeMy WebLinkAboutC-9272-1 - Conveyance Agreement (Balboa Marina West - Public Docks) (201 East Coast Highway)U
CONVEYANCE AGREEMENT
BETWEEN THE CITY OF NEWPORT BEACH
AND THE IRVINE COMPANY LLC
(Balboa Marina West — Public Docks)
This Conveyance Agreement ( "Agreement ") is made and entered into as of April 25, 2023
(the "Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ( "City ") and THE IRVINE COMPANY LLC, a Delaware limited
liability company ("Company"). City and Company are sometimes referred to herein individually
as a "Party" and collectively as the "Parties."
RECITALS
A. On November 25, 2014, City adopted Resolution No. 2014-99 upholding and affirming the
approval of Mitigated Negative Declaration 2013-002 for a joint project by City and Company
(the "Balboa Marina West Project"), which includes reconfiguring Company's existing private
marina property to construct a new public boat berthing facility (the "Public Docks") which shall
include a gangway and twelve (12) public boat slips (comprising eight (8) new boat slips and four
(4) boat slips relocated from the existing private marina), and constructing a public pedestrian
walkway from E. Coast Highway to the Public Docks (the "Public Walkway").
B. On January 16, 2015, City and Company filed a joint application to the California Coastal
Commission ("CCC') under Application No. 5-15-0087 (the "Application") for the Balboa Marina
West Project, which Application was updated on February 29, 2016.
C. On February 9, 2017, CCC approved the Application (as updated) as Coastal Development
Permit No. 5-15-0087 with certain conditions as more specifically set forth in that certain Notice
of Intent to Issue Permit dated March 16, 2017 (the "Initial CDP"), which Initial CDP was
amended on April 12, 2023 by Coastal Development Permit No. 5-15-0087-Al (together with the
Initial CDP, the "CDP"). As amended, Conditions 15 and 17 of the CDP require that the Public
Walkway Dedication (as defined in Section 3(a) below) and a deed restriction including all the
CDP special conditions (the "Deed Restriction") be executed and recorded prior to City's issuance
of a certificate of occupancy or its equivalent for the Public Docks.
D. The CDP contemplates that the Public Docks will be constructed partly on a portion of
Company's property more particularly described and depicted on Exhibit A-1 and A-2 attached
hereto (the "Company Property"), and partly on a portion of State of California tidelands held in
trust and managed by the County of Orange ("County") more particularly described and depicted
on Exhibits B-1 and B-2 attached hereto (the "Tidelands").
E. Company will initially lease Tidelands from the County for construction of the Public
Docks (the "Company Lease"). Upon completion of the Public Docks and Public Walkway and
their inspection and acceptance by City, Company shall convey and/or dedicate the Public Docks,
Public Walkway, Company Property, and a vehicular access easement as further described herein,
to the City. Concurrently with City's acceptance of the aforesaid conveyance and/or dedication,
City will execute a lease with County for the Tidelands for the operation and maintenance of the
Public Docks (the "City Lease"), which City Lease shall be in the form approved by the County
on December 20, 2023 under County Board of Supervisor Resolution No. 22-160, subject to any
modifications approved by City and County with respect to the Americans with Disabilities Act
78334_2
issue as raised by County in such Resolution No. 22-160. The Company Lease, in accordance
with its terms, shall expire and terminate on the effective date of the City Lease.
F. Company desires to proceed with the Balboa Marina West Project, to construct the Public
Docks and the Public Walkway and upon completion of their construction to convey and/or
dedicate the Company Property, the Public Docks, the Public Walkway, and a vehicular access
easement to the City pursuant to the terms and conditions of this Agreement, and City desires to
accept the conveyance and/or dedication of the same pursuant to the terms and conditions of this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants set
forth below, City and Company agree as follows:
1. Recitals Incorporated. The above Recitals are true and correct and are incorporated
into this Agreement by this reference.
2. Construction of Public Docks and Public Walkway. Once Company receives all
remaining approvals necessary to commence construction of the Balboa Marina West Project,
including construction of the Public Walkway and the Public Docks, and once Company elects to
proceed with the construction of the Balboa Marina West Project, Company shall construct such
improvements in accordance with improvements plans as submitted to and approved by City and
pursuant to building permits issued by City. The CDP requires Company, prior to obtaining a
certificate of occupancy or its equivalent for the Public Docks, to execute and record the Public
Walkway Dedication and the Deed Restriction in forms that have been approved by the Executive
Director of the CCC. Due to delay by the CCC in approving the forms of Public Walkway
Dedication Easement and Deed Restriction required by Conditions 15 and 17 of the CDP, with no
guarantee these forms will be approved by the CCC prior to completion of the private dock portion
of the Balboa Marina West Project (the "Private Docks"), City shall not withhold issuance of a
permanent or temporary certificate of occupancy or its equivalent for the Private Docks upon
completion of the Private Docks on the sole basis that the City might not yet be authorized to issue
a certificate of occupancy or its equivalent for the Public Docks.
3. Convey. Company shall convey and/or dedicate to City the Company
Property, the Public Docks, the Public Walkway, and a vehicular access easement in accordance
with the following terms and conditions:
a) Public Walkway. As required by the CDP, after CCC approves the form of
Irrevocable Offer to Dedicate a Public Access Easement substantially in the form of
Exhibit C attached to this Agreement, subject to any modifications required by the CCC
(the "Public Walkway Dedication"), and prior to City issuance of a certificate of
occupancy or its equivalent for such Public Docks, Company shall dedicate the easement
for the Public Walkway pursuant to the Public Walkway Dedication. Company shall
record the Public Walkway Dedication in the Official Records of Orange County,
California (the "Official Records").
b) Company Property. Upon Company's completion of the Public Docks as
evidenced by City's issuance of a final certificate of occupancy or its equivalent for such
Public Docks, and subject to only those conditions or restrictions that are reasonably
78334_2 2 of 7 Conveyance Agreement Balboa Marina West
approved by the City, and City's inspection of and acceptance of the improvements,
Company shall convey to City the Company Property along with the portion of the Public
Docks located therein and attached thereto pursuant to a gift deed in the form of Exhibit
D attached to this Agreement (the "Gift Deed"). Company shall deliver the executed Gift
Deed to City in recordable form within ten (10) business days after Company's receipt of
such certificate of occupancy.
c) Vehicular Access and Parking Easement. Concurrent with conveyance of
the Gift Deed, Company shall convey to City an easement appurtenant to the Company
Property over, across and upon the adjacent portion of Company's property for purpose of
vehicular access to and from East Coast Highway and limited non-public parking, pursuant
to an access and parking easement agreement in the form of Exhibit E attached to this
Agreement (the "Easement"). Company shall deliver the executed Easement to City in
recordable form concurrently with the Gift Deed.
d) Public Dock portion on Tidelands. Concurrent with conveyance of the Gift
Deed, Company shall convey to City the portion of the Public Docks located on the
Tidelands, pursuant to a Bill of Sale in the form of Exhibit F attached to this Agreement
(the "Bill of Sale"). Company shall deliver two (2) counterpart originals of the executed
Bill of Sale to City concurrently with the Gift Deed.
4. Ci , Acceptance and Recordation. Subject to Company's satisfaction of the
conditions precedent set forth herein, City shall, within ten (10) business days after City's receipt
of the executed Gift Deed, Easement, and Bill of Sale from Company pursuant to Section 3 above:
a) Accept or execute, and record Gift Deed and Easement in the Official
Records,
b) Countersign each counterpart original of the Bill of Sale and deliver one (1)
fully -executed original of the Bill of Sale to Company,
c) Execute and record an acceptance of the Public Walkway Dedication in the
Official Records, which acceptance shall specifically reference the Public Walkway
Dedication and which acceptance shall be unconditional,
d) Execute the City Lease and deliver it to County, and
e) Execute or provide any documentation reasonably required by the Clean
Water Act Section 401 Water Quality Standards Certification SARWQCB Project No.
302014-22 permit and Department of the Army Permit No. SPL-2013-00450-GS
(collectively "Permits") to notify those agencies of the transfer of the Public Docks.
5. Conditions Precedent to City's Acceptance. City's acceptance of the conveyances
and/or dedications as provided herein, shall be subject to the satisfaction or written waiver, in
whole or in part, by City of each of the following conditions precedent:
a) Certificate of Occupancy. Company has obtained a certificate of occupancy
for the Public Docks, which certificate shall be final, and subject to only those conditions
or restrictions that are reasonably approved by the City.
78334_2 3 of 7 Conveyance Agreement Balboa Marina West
b) Release of Liens. Company has delivered to City a copy of the final release
and waiver of liens received by Company (if any) from Company's general contractor and
any subcontractors related to the development and construction of the Public Docks.
Company is responsible for causing the release of any liens recorded against the Public
Docks or Public Walkway to the extent arising out of the construction of such Public
Docks or Public Walkway.
c) Bonds; Warranties. Company has assigned, or caused to be assigned, on a
non-exclusive basis, to City all of Company's bonds (if any), guarantees, and warranties
for products, materials, and workmanship.
d) As-Builts. Company has delivered to City a copy of the final "as -built"
construction documents and specifications for the Public Docks and such other relevant
written documentation regarding final inspections, reports and studies in Company's
possession relating to the development and construction of the Public Docks.
e) Taxes and Assessments. City shall be responsible for any and all general
and special real property taxes and supplemental assessments, if any, for the current fiscal
year; provided, however, that Company shall pay for (i) any such taxes and assessments
applicable to the Public Docks prior to the date of recordation of the Gift Deed, and (ii)
any assessments, special taxes or other payments arising from bonds, contracts, or liens
created by, through or as a result of the efforts or activities of Company.
f) Encumbrances. Unless otherwise approved by City, which approval shall
not be unreasonably withheld, delayed or conditioned, no covenants, conditions,
restrictions, reservations, rights, rights of way, easements and other matters of record or
apparent that have not been previously disclosed to City prior to the date of this Agreement
will encumber the Company Property after the date the Company Property is transferred
to City.
6. Compan�Representations Regarding the Company Property. Company makes the
following representations with respect to Company Property:
a) To the best of Company's knowledge, as of the date of this Agreement, (i)
Company has not taken any action with respect to the Company Property in violation of
any federal or state hazardous waste laws and is not aware of any Company violations of
such laws with respect to the Company Property, (ii) Company has not received any written
notice currently in effect that a condition on the Company Property violates any federal,
state or local law, ordinance or regulation related to environmental conditions on the
Property, and (iii) there are no pending or threatened lawsuits or governmental actions
specifically involving the condition of the Company Property. Company shall notify City
prior to recordation of the Gift Deed if any of the foregoing representations has changed
between the Effective Date of this Agreement and the recordation date of the Gift Deed.
In the event of such notice by Company to City of a changed representation, and such
changed representation would have a material adverse impact on City's use or operation of
the Company Property or Public Docks, then City and Company shall cooperate in good
faith to resolve such changed representation in a manner reasonably acceptable to
Company and City. The words "to the best of Company's knowledge" as used herein shall
78334_2 4 of 7 Conveyance Agreement Balboa Marina West
mean the current actual knowledge of Greg Sinks and Dean Kirk, without any duty of
inquiry or investigation.
b) Company is the lawful owner of the Company Property and the Public Dock
Improvements and Company has the right to transfer the same to City, subject to the
exceptions and reservations set forth in the Gift Deed.
c) There are no written contracts, leases or agreements entered into by or under
Company that would be binding on the City with respect to the Company Property or the
Public Docks except as heretofore disclosed in writing by Company to City, and/or which
City has elected to assume pursuant to the terms of this Agreement.
7. Disputes. In the event of any dispute arising under this Agreement, the damaged
Party shall notify the other Party in writing of the damaged Party's contentions by submitting a
claim therefor to the other Party by written notice. The damaged Party shall continue performing
its obligations hereunder so long as the other Party commences to cure such default within thirty
(30) days of service of such notice. Compliance with the provisions of this Section shall be a
condition precedent to any legal action, and such compliance shall not be a waiver of either party's
right to take legal action in the event that the dispute is not cured).
8. No Attorneys' Fees. In the event of any dispute or legal action arising under or
related to this Agreement, the Gift Deed, the Offer of Dedication, or Bill of Sale, the prevailing
party shall not be entitled to a judgment against the other for attorneys' fees, or court or other costs
incurred.
9. Exhibits. Exhibits A through F, which are attached hereto, are incorporated herein
by this reference.
10. Notices. Any notice or communication under this Agreement shall be in writing
and served or delivered (a) personally, (b) by reputable overnight courier that provides a receipt
with a date and time of delivery, or (c) by prepaid, United States certified mail, return receipt
requested, to the address set forth below. Notice shall be deemed given upon (a) personal delivery,
(b) the date and time provided in the overnight courier's receipt, or (c) the date specified in the
certified mail receipt.
If to City: CITY OF NEWPORT BEACH
100 Civic Center Drive
Newport Beach, CA 92660
Attention: Harbor Department
With a copy to: CITY OF NEWPORT BEACH
100 Civic Center Drive
Newport Beach, CA 92660
Attention: City Attorney's Office
If to Company: THE IRVINE COMPANY LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attention: CRC General Manager
78334_2 5 of 7 Conveyance Agreement Balboa Marina West
With a copy to: THE IRVINE COMPANY LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attention: General Counsel's Office
Either Party may, from time to time by written notice to the other Party, designate a different
address that shall be substituted in place of the one specified above.
11. Assignment. City shall not assign its rights and obligations hereunder without the
prior written consent of Company, which consent may be withheld by Company in its sole
discretion. If Company transfers the Company Property to an affiliated entity prior to completion
of the Public Docks, Company may assign its rights and obligations hereunder to such affiliated
entity. Except as provided above, this Agreement and the provisions contained herein shall be
binding upon and inure to the benefit of City, Company, and their respective successors and
assigns.
12. Interpretation. The paragraph headings of this Agreement are for reference and
convenience only, are not made part of this Agreement and shall have no effect upon the
construction or interpretation of any part hereof. The provisions of this Agreement shall be
construed in a reasonable manner to implement the purposes of the Parties and of this Agreement.
13. Severability. Each term, covenant, condition or provision of this Agreement is
intended to be severable. If any term, covenant, condition or provision contained in this Agreement
is held to be invalid, void or illegal by any court of competent jurisdiction, such provision shall be
deemed severable from the remainder of this Agreement and shall in no way affect, impair or
invalidate any other term, covenant, condition or provision contained in this Agreement. If such
term, covenant, condition or provision shall be deemed invalid due to its scope or breadth, such
covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth
permitted by law.
14. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California, and construed as if drafted jointly by City and Company.
15. Authority. The persons executing this Agreement on behalf of each Party warrant
that (a) they are duly authorized to execute this Agreement on behalf of the Party for whom they
sign, and (b) by so executing this Agreement, the Party for whom they sign is formally bound to
the provisions of this Agreement.
16. Amendment. This Agreement may be amended at any time by the mutual consent
of the Parties by a written instrument signed by both Parties.
17. Entire Agreement. This Agreement and the Exhibits attached hereto, and the CDP,
represent the entire understanding of City and Company as to the matters contained herein, and no
prior oral or written understanding shall be of any force or effect with respect to the matters
covered in this Agreement.
[Signature Page Follows]
78334_2 6 of 7 Conveyance Agreement Balboa Marina West
[Signature Page to Conveyance Agreement]
IN WITNESS WHEREOF, City and Company have caused this Agreement to be executed
by their respective duly authorized officers and representatives as of the date first set forth above.
CITY OF NEWPORT BEACH, THE IRVINE COMPANY LLC,
a California municipal corporation a Delaware limited liability company
By: By:
We K. Leung
ity Manager
ATTEST:
IIn
Leilani I. 1
City Clerk
By:
��W F
' F
U
APPROVED S TO FORM: '%�_°F09
By: -lc_
on /8 Z3
ity Attorney
Signed in Counterpart
Roger Ploum
Division President
Corporate Business Properties
Signed in Counterpart
Justin Kim
Vice President
Finance & Administration
Exhibit A-1 -Legal Description of Company Property
Exhibit A-2 - Depiction of Company Property
Exhibit B-1 - Legal Description of Leased Property
Exhibit B-2 - Depiction of Leased Property
Exhibit C - Form of Irrevocable Offer to Dedicate a Public Access Easement
Exhibit D - Form of Gift Deed
Exhibit E - Form of Easement
Exhibit F - Form of Bill of Sale
78334_2 7 of 7 Conveyance Agreement Balboa Marina West
[Signature Page to Conveyance Agreement]
IN WITNESS WHEREOF, City and Company have caused this Agreement to be executed
by their respective duly authorized officers and representatives as of the date first set forth above.
CITY OF NEWPORT BEACH,
a California municipal corporation
Grace K. Leung
City Manager
ATTEST:
IN
Leilani I. Brown
City Clerk
APPROVED S TO FORM:
By:
�iilon
ty At orney
THE IRVINE COMPANY LLC,
a Delaware limited liability company
rJ
By:
Roger P
Divi-sion President
Corporate Business Properties
By:
Just Kim
Vice President
Finance & Administration
Exhibit A -I -Legal Description of Company Property
Exhibit A-2 - Depiction of Company Property
Exhibit B-I - Legal Description of Leased Property
Exhibit B-2 - Depiction of Leased Property
Exhibit C - Form of Irrevocable Offer to Dedicate a Public Access Easement
Exhibit D - Form of Gift Deed
Exhibit E - Form of Easement
Exhibit F - Form of Bill of Sale
78334_2 7 of 7 Conveyance Agreement Balboa Marina West
Exhibit A-1
Legal Description of Company Property
(see attached)
78334_2
EXHIBIT ""A-1"
LEGAL DESCRIPTION
CITY TIDELAND DEDICATION
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 93-206, IN THE CITY OF
NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN
BOOK 289, PAGES 1 THROUGH 7, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
CObZdENCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE HAVING A
BEARING AND DISTANCE OF "NORTH 0104546" WEST, 100.00 FEET" IN A
WESTERLY LINE OF SAID PARCEL 1;
THENCE, ALONG A NORTHERLY LINE OF SAID PARCEL 1, SOUTH 88°13'14" WEST,
102.92 FEET TO THE POINT OF BEGINNING;
THENCE, CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 1,
SOUTH 88013'14" WEST, 44.30 FEET TO THE MOST WESTERLY NORTHWESTERLY
CORNER OF SAID PARCEL 1;
THENCE, ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 1,
SOUTH 25050'43" WEST, 69.00 FEET;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCEL 1, THE FOLLOWING
COURSES:
LEAVING SAID NORTHWESTERLY LINE OF PARCEL 1,
SOUTH 64009'17" EAST, 31.07 FEET;
SOUTH 26010'09" EAST, 39.21 FEET;
NORTH 63049'51" EAST, 20.00 FEET;
NORTH 26010'09" WEST, 18.00 FEET;
NORTH 01046'46" WEST, 74.60 FEET;
NORTH 88013'14" EAST, 21.80 FEET TO A LINE PERPENDICULAR TO SAID
NORTHERLY LINE OF PARCEL 1 AND RUNNING THROUGH SAID POINT OF
BEGINNING;
ALONG SAID PERPENDICULAR LINE, NORTH 01046'46" WEST, 12.00 FEET
TO THE POINT OF BEGINNING.
CONTAINING 3923 SQUARE FEET, MORE OR LESS.
U:\2042431240\geomatics\legals\City Tideland Dedication_20230414.doc 1 OF 2
EXHIBIT ""A-1"
LEGAL DESCRIPTION
CITY TIDELAND DEDICATION
ALSO AS SHOWN ON EXHIBIT "A-2" ATTACHED HERETO AND HEREBY MADE A
PART HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS —OF —WAY OF RECORD, IF ANY.
*� No.6088 )z
PREPARED BY:
STANTEC CONSULTING
UNDER THE DIRECTION OF:
JAMES 0. STEINES, P.L.S. 6086
APRIL 14, 2023
J.N. 2042 431240
U:\2042431240\geomatics\legals\City Tideland Dedication_20230414.doc 2 OF 2
Exhibit A-2
Depiction of Company Property
(see attached)
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Exhibit B-1
Leaa1 Description of Leased Property
(see attached)
78334_2
EXHIBIT B-1
LEGAL DESCRIPTION
Project: Lower Newport Bay Tideland Leases
Facility No.: HA55D
Parcel No.: 452
That portion of the tide and submerged lands of Newport Bay, in the City of Newport Beach,
County of Orange, State of California, described in the decree of the Superior Court of the
State of California, in and for the County of Orange, in Case No. 20436, recorded May 6, 1926 in
Book 651, Page 72 of Deeds, in the office of the County Recorder of said county, described as
follows:
Beginning at the northwest corner of Lot A of Tract No. 5361, filed in Book 190, Pages 47 and 48
of Miscellaneous Maps, in said County Recorder's Office, said corner also being a point on that
certain line shown as the "Line of Mean High Tide" on said map; thence South 24°56'00" West,
66.03 feet along the northwesterly line of said Lot A and said Line of Mean High Tide; thence
leaving said line, South 87018'31" West, 61.50 feet to a line shown as the "U.S. Pierhead Line" on
said map; thence North 24°56'00" East, 66.03 feet along said U.S. Pierhead Line to the westerly
prolongation of the northerly line of said Lot A; thence North 87018'31" East, 61.50 feet along said
westerly prolongation to the POINT OF BEGINNING.
Containing 3,598 Square Feet, more or less.
See EXHIBIT B-2 attached and by reference made a part.
APPROVED
Kevin Hills, County Surveyor, L.S. 6617
By: Raymond J. Rivera, L.S. 8324
LA ND
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Date: NO. 8324 )*
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Page 1 of 1
Exhibit B-2
Depiction of Leased Property
(see attached)
78334_2
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Exhibit C
Form of Irrevocable Offer to Dedicate a Public Access Easement
[attached hereto]
78334_2
Recording Requested By:
The Irvine Company LLC
550 Newport Center Drive
Newport Beach, CA 92660
When Recorded, Return To:
The Irvine Company LLC
550 Newport Center Drive
Newport Beach, CA 92660
(Space above this line for Recorder's use only)
IRREVOCABLE OFFER TO DEDICATE A PUBLIC ACCESS EASEMENT
(201 E. Coast Highway, Newport Beach, California)
THIS IRREVOCABLE OFFER TO DEDICATE A PUBLIC ACCESS EASEMENT (this
"Offer") is made as of , 202 by THE IRVINE COMPANY LLC, a Delaware
limited liability company ("Owner"), with reference to the following facts:
A. Owner owns the fee simple estate in that certain real property in Orange County,
California that is more particularly described on the attached Exhibit A (the "Property").
B. In connection with Owner's application for a development permit for the Property
(Coastal Development Permit No. 5-15-0087), and as a condition precedent to the issuance of such
permit, Owner is being required to execute and record this Offer.
NOW, THEREFORE:
1. Offer to Dedicate; Revocation. Owner hereby offers to dedicate the easement described
below. Such offer shall be irrevocable for a period of twenty-one (21) years from the date this
Offer is recorded. If such offer is not validly accepted prior to such date, Owner may revoke this
offer by recording a revocation in the official records of Orange County, California, which
revocation shall specifically reference this Offer.
2. Acceptance of Offer. Owner's offer to dedicate the easement described below may be
accepted, at any time before it is revoked, by a public agency or private entity approved by the
Executive Director of the California Coastal Commission, by recording an acceptance in the
official records of Orange County, California, which acceptance shall specifically reference this
Offer and which acceptance shall be unconditional.
3. Establishment of Easement. Upon valid acceptance per Section 2 above, Owner grants to
the State of California a perpetual, non-exclusive easement over that portion of the Property that
is more particularly described on the attached Exhibit B and which is generally depicted on the
attached Exhibit C (the "Easement Area") for the following purpose: public access and
recreational purposes.
75030_2 Page I of 4
4. Rights Reserved; Restrictions on Development. Owner reserves all other rights and uses
with respect to the Easement Area. In addition, Owner shall at all times have the rights (i) to use
the Easement Area in any way that does not unreasonably impair the use of the Easement Area for
the permitted purpose, and (ii) to grant non-exclusive rights on, over, under, upon, and through,
the Easement Area so long as such rights do not unreasonably impair the use of the Easement Area
for the permitted purpose.
However, no development, as defined in section 30106 of the California Coastal Act, shall
occur within the Easement Area, except for development authorized by a valid Coastal
Development Permit (it being acknowledged that Coastal Development Permit No. 5-15-0087
authorizes construction of the public accessway, including paving hardscape, landscape, utilities,
public access amenities, and signage as necessary).
5. Benefit and Burden. This Offer shall run with and burden the Easement Area. All
obligations, terms, conditions, and restrictions imposed by this Offer shall be deemed covenants
and restrictions running with the land, and shall bind and benefit Owner (as the fee owner of the
Easement Area) and all its successors and assigns. This Offer shall benefit the People of the State
of California.
6. Effective Date. This Offer shall become effective on the date it is recorded in the Office
of the County Recorder of Orange County, California (the "Effective Date").
(Signature page follows)
75030_2 Page 2 of 4
above.
IN WITNESS WHEREOF, Owner has executed this Offer as of the date first set forth
THE IRVINE COMPANY LLC,
a Delaware limited liability company
By:_
Name:
Title:
By:_
Name:
Title:
A notary public or other officer completing this certificate verifies
only the identity of the individual who signed the document to
which this certificate is attached, and not the truthfulness, accuracy
or validity of the document.
611 FEN 1x6»[y."I01To] 0Ell
) ss.
COUNTY OF
On , before me, , a Notary
Public, personally appeared , who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
75030_2 Page 3 of 4
A notary public or other officer completing this certificate verifies
only the identity of the individual who signed the document to
which this certificate is attached, and not the truthfulness, accuracy
or validity of the document.
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me, , a Notary
Public, personally appeared , who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument, the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
75030_2 Page 4 of 4
FXHIRIT A
LEGAL DESCRIPTION OF PROPERTY
The Property referred to herein below is situated in the City of Newport Beach, County of Orange, State of
California, and is described as follows:
PARCELS 1, 2 AND 3 OF PARCEL MAP NO. 93-206, IN THE NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 289, PAGES 1 THROUGH
73 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APN: 440-132-39; 050-451-03; 050-451-60
75030_2 Exhibit A
EXHIBIT ""B"
LEGAL DESCRIPTION
EASEMENT AREA
THOSE PORTIONS OF PARCELS 1, 2 AND 3 OF PARCEL MAP NO. 93-206, IN THE
CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP
FILED IN BOOK 289, PAGES 1 THROUGH 7, INCLUSIVE, OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING WITHIN A STRIP
OF LAND 8.00 FEET WIDE, THE CENTERLINE OF WHICH IS DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE HAVING A
BEARING AND DISTANCE OF "NORTH 0104546" WEST, 100.00 FEET" IN A
WESTERLY LINE OF SAID PARCEL 1;
THENCE, ALONG A NORTHERLY LINE OF SAID PARCEL 1, SOUTH 88°13'14" WEST,
100.02 FEET;
THENCE, LEAVING SAID NORTHERLY LINE OF PARCEL 3, SOUTH 01°46'46" EAST,
7.72 FEET TO THE POINT OF BEGINNING;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCELS 1, 2 AND 3, THE
FOLLOWING COURSES:
NORTH 86036'07" EAST, 88.41 FEET;
NORTH 88013'14" EAST, 257.85 FEET TO THE BEGINNING ON A CURVE
CONCAVE NORTHERLY HAVING A RADIUS OF 17.00 FEET;
EASTERLY 10.72 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
36007'44" TO THE BEGINNING OF A REVERSE CURVE CONCAVE SOUTHERLY
HAVING A RADIUS OF 9.00 FEET AND TO WHICH A RADIAL LINE BEARS
NORTH 37054'30" WEST;
EASTERLY 5.68 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 36007'44";
NORTH 88013'14" EAST, 88.72 FEET TO THE BEGINNING ON A CURVE
CONCAVE SOUTHERLY HAVING A RADIUS OF 9.00 FEET;
EASTERLY 5.68 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
36007'44" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY
HAVING A RADIUS OF 17.00 FEET AND TO WHICH A RADIAL LINE BEARS
SOUTH 34020'58" WEST;
EASTERLY 10.72 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 36007'44";
NORTH 88013'14" EAST, 75.52 FEET TO THE BEGINNING ON A CURVE
CONCAVE SOUTHERLY HAVING A RADIUS OF 64.00 FEET;
V:\2042\active\2042431200\survey\legals\Public Access Esmt_20220503.doc 1 OF 2
EXHIBIT ""B"
LEGAL DESCRIPTION
EASEMENT AREA
EASTERLY 18.68 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF
16043'30" TO THE BEGINNING OF A REVERSE CURVE CONCAVE NORTHERLY
HAVING A RADIUS OF 1082.75 FEET AND TO WHICH A RADIAL LINE BEARS
SOUTH 14056'44" WEST;
EASTERLY 33.89 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 01047'37" TO THE BEGINNING OF A REVERSE CURVE CONCAVE
SOUTHERLY HAVING A RADIUS OF 94.00 FEET AND TO WHICH A RADIAL
LINE BEARS NORTH 13°09'07" EAST;
EASTERLY 22.28 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 13034'51" TO THE BEGINNING OF A REVERSE CURVE CONCAVE
NORTHERLY HAVING A RADIUS OF 94.00 FEET AND TO WHICH A RADIAL
LINE BEARS SOUTH 26043'58" WEST;
EASTERLY 46.78 FEET ALONG SAID REVERSE CURVE THROUGH A CENTRAL
ANGLE OF 28030'44";
NORTH 88013'14" EAST, 28.60 FEET;
NORTH 30016'58" WEST, 4.76 FEET TO THE NORTHERLY BOUNDARY OF SAID
PARCEL 3.
THE SIDELINES OF SAID STRIP SHALL BE LENGHTENED OR SHORTENED TO END AT
SAID NORTHERLY BOUNDARY OF PARCEL 3.
ALSO AS SHOWN ON EXHIBIT "C" ATTACHED HERETO AND HEREBY MADE A PART
HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS —OF —WAY OF RECORD, IF ANY.
PREPARED BY:
STANTEC CONSULTING
UNDER THE DIRECTION OF:
') Gi" o-
S-t"-
JAMES 0. STEINES, P.L.S. 6086
MAY 3, 2022
J.N. 2042 431240
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Exhibit D
Form of Gift Deed
[attached hereto]
78334_2
RECORDING REQUESTED BY AND
WHEN RECORDED, MAIL TO:
City Clerk
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
WITH A CONFORMED COPY TO:
The Irvine Company LLC
550 Newport Center Drive
Newport Beach, CA 92660
Attn: General Counsel's Office
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Parcel No. 050-451-01
THE UNDERSIGNED GRANTOR DECLARES: This document is recorded at the request of and for the benefit of the
City of Newport Beach, and therefore is exempt from the payment of a recording fee pursuant to California Government
Code§§ 6103 and 27383 and from payment of documentary transfer tax pursuant to California Revenue and Taxation Code
§ 11922.
GIFT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, THE
IRVINE COMPANY LLC, a Delaware limited liability company ("Grantor"), hereby GIFTS in
fee simple interest ("Gifts" or "Deeds") to the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city (hereinafter referred to as "City"), the portion of property
located at 201 East Coast Highway, Newport Beach, California as more particularly described in
Exhibit "A" and depicted in Exhibit `B" which are attached hereto and incorporated herein by this
reference (the "Property"). The Property shall include the new public dock improvements
constructed by Grantor (the "Public Dock Improvements"). Grantor and City are sometimes
hereinafter referred to collectively as the "Parties".
THE PROPERTY IS CONVEYED TO CITY SUBJECT TO THE FOLLOWING:
1. CONDITION OF TITLE. The Property shall be transferred to and accepted by
City subject to the following:
(a) General and special real property taxes and supplemental assessments, if
any, for the current fiscal year; provided, however, that Grantor shall pay for (i) any such taxes
and assessments applicable to the Property prior to the date of recordation of this Gift Deed, and
(ii) any assessments, special taxes or other payments arising from bonds, contracts, or liens created
by, through or as a result of the efforts or activities of Grantor.
78356_2 1 Gift Deed
Property Adjacent to Balboa Marina
(b) All covenants, conditions, restrictions, reservations, rights, rights of way,
easements and other matters of record or apparent other than monetary liens created by Company,
including, without limitation, usual and customary exceptions to title insurance consistent with
ALTA policies with Regional Exceptions (Standard Coverage) issued by First American Title
Insurance Company in Orange County, California, as identified on the Commitment for Title
Insurance under File No. NCS-1144568-SA1 last revised on , 2023 attached
hereto as Exhibit "C", and that certain Deed Restriction in favor of the California Coastal
Commission dated , and recorded in the Official Records of Orange County,
California on as Instrument No.
2. RESERVATIONS. The Property shall be accepted by City subject to the following
reservations in favor of Grantor, its successors and assigns, together with the right (without the
consent of City or any other owner of an interest in the Property) to grant, transfer, license or
otherwise convey all or a portion of the same to one or more grantees, transferees or licensees:
(a) A reservation of any and all oil, oil rights, minerals, mineral rights, natural
gas rights and other hydrocarbons by whatsoever name known, geothermal steam and all products
derived from any of the foregoing, that may be within or under the Property, together with the
perpetual right of drilling, mining, exploring and operating therefor and storing in and removing
the same from the Property or any other land, including the right to whipstock or directionally drill
or mine from lands other than the Property, oil or gas wells, tunnels and shafts into, through or
across the subsurface of the Property and to bottom such whipstocked or directionally drilled wells,
tunnels and shafts under and beneath or beyond the exterior limits hereof, and to re -drill, re -tunnel,
equip, maintain, repair, deepen and operate any such wells or mines; but without, however, the right
to drill, mine store, explore or operate through the surface or the upper 500 feet of the subsurface
of the Property.
(b) A reservation of permanent nonexclusive easements appurtenant to adjacent
slopes, whether owned by Grantor or a third party, on, over, under and across the Property, for
access to and from such slopes as reasonably necessary to perform dredging, repair and maintenance
thereof in connection with the use and operation of property adjacent to the Property; provided,
however, that (i) the exercise of such rights shall not unreasonably interfere with City's reasonable
use and enjoyment of the Property, and (ii) any party that enters the Property in the exercise of the
easements reserved herein shall (A) use reasonable efforts to minimize damage to any
improvements affected by such entry, (B) promptly repair and restore at its cost any damage caused
by such entry, as nearly as practicable, to the condition which existed prior to such entry, and (C)
defend, indemnify, protect and hold harmless City, its City Council, boards, commissions, officers,
agents, and employees ("Indemnitees") from all losses, claims, liens, suits, costs, damages,
expenses (including actual attorneys' fees), liabilities and actions of any name, kind or description
("Claim" or "Claims"), whether incurred by or made against any Indemnitee or made by any third
party, arising out of or related to injuries to or death of any person or damage to any property
resulting from or caused by use of the easement (as well as any activity related to or connected with
said use) by Grantor, its employees, contractors, and agents. Grantor's indemnity obligation shall
not extend to any Claim arising from the sole negligence or willful misconduct of the Indemnitees.
This indemnity obligation shall apply to all claims and liability regardless of whether any insurance
policies are applicable and the policy limits of any such insurance policies shall not act as a
limitation upon the amount of indemnification to be provided.
78356_2 2 Gift Deed
Property Adjacent to Balboa Marina
(c) A reservation of permanent nonexclusive easements appurtenant to adjacent
slopes, whether owned by Grantor or a third parry, on, over, under and across the Property, for
storm water draining naturally from such slopes.
(d) A reservation of permanent nonexclusive easements on, over, under and
across the Property, to access adjacent dock facilities of Grantor and its successors, and to install,
use, maintain, repair and replace utility facilities, lighting and signs serving such adjacent dock
facilities and the access thereto; provided, however, that (i) the design, installation, and
construction of the utility facilities, lighting and signs shall be subject to the review, approval, and
applicable permits of the City, (ii) the exercise of such rights shall not unreasonably interfere with
City's reasonable use and enjoyment of the Property, and (iii) any party that enters the Property in
the exercise of the easements reserved herein shall (A) use reasonable efforts to minimize damage
to any improvements affected by such entry, (B) promptly repair and restore at its cost any damage
caused by such entry, as nearly as practicable, to the condition which existed prior to such entry,
and (C) defend, indemnify, protect and hold harmless Indemnitees from all Claims, whether
incurred by or made against any Indemnitee or made by any third party, arising out of or related
to injuries to or death of any person or damage to any property resulting from or caused by use of
the easement (as well as any activity related to or connected with said use) by Grantor, its
employees, contractors, and agents. Grantor's indemnity obligation shall not extend to any Claim
arising from the sole negligence or willful misconduct of the Indemnitees. This indemnity
obligation shall apply to all claims and liability regardless of whether any insurance policies are
applicable and the policy limits of any such insurance policies shall not act as a limitation upon
the amount of indemnification to be provided.
(e) A reservation of a temporary, non-exclusive easement on, over, under and
across the Property, to perform any post -construction monitoring or mitigation requirements of the
Permits, as defined below; provided, however, that (i) the exercise of such rights shall not
unreasonably interfere with City's reasonable use and enjoyment of the Property, and (ii) any party
that enters the Property in the exercise of the easements reserved herein shall (A) use reasonable
efforts to minimize damage to any improvements affected by such entry, (B) promptly repair and
restore at its cost any damage caused by such entry, as nearly as practicable, to the condition which
existed prior to such entry, and (C) defend, indemnify, protect and hold harmless Indemnitees from
all Claims, whether incurred by or made against any Indemnitee or made by any third party, arising
out of or related to injuries to or death of any person or damage to any property resulting from or
caused by use of the easement (as well as any activity related to or connected with said use) by
Grantor, its employees, contractors, and agents. Grantor's indemnity obligation shall not extend to
any Claim arising from the sole negligence or willful misconduct of the Indemnitees. This
indemnity obligation shall apply to all claims and liability regardless of whether any insurance
policies are applicable and the policy limits of any such insurance policies shall not act as a
limitation upon the amount of indemnification to be provided.
3. COVENANTS. The Property shall be accepted by City subject to the following
covenants (the "Covenants"):
(a) The Property may only be used solely for purposes of either open space or
a boat berthing facility for free, public, transient use in compliance with all applicable requirements
of Coastal Development Permit No. 5-15-0087 (most recently amended on April 12, 2023 CDP
78356_2 3 Gift Deed
Property Adjacent to Balboa Marina
No. 5-15-0087-A1), Clean Water Act Section 401 Water Quality Standards Certification
SARWQCB Project No. 302014-22 (most recently amended October 6, 2016), and Department of
the Army Permit No. SPL-2013-00450-GS (most recently amended September 1, 2022), each as
may be further amended (collectively the "Permits");
(b) City shall not permit the Property to be used for storage, fishing, overnight
berthing or holding tank pump out purposes;
(c) Grantor will have the right to review and comment on future improvement
plans and signage for the Property;
(d) City will not require Grantor to provide, directly or indirectly, parking
related to public use of the Property;
(e) City will maintain the Property in a safe and attractive condition; and
(f) City will not abandon the Property nor transfer it or any portion of it to a
third party without Grantor's prior written consent, which consent will not be withheld if the
transfer is to another public entity for uses in compliance with these Covenants.
4. MATTERS RELATED TO COVENANTS.
(a) Amendment. The Covenants may be amended by mutual agreement of
Grantor and City. Any amendment must be recorded in the recorder's Office, County of Orange,
California.
(b) Term. The Covenants shall run with and bind the Property and shall inure
to the benefit of and be enforceable by Grantor, its successors and assigns, in perpetuity, unless
Grantor records a declaration terminating the Covenants.
(c) Default and Remedies. In the event of any breach, violation or failure to
comply with any of the Covenants which has not been cured within thirty (30) days after written
notice from Grantor to do so (or if any such breach, violation or failure cannot be fully cured within
such thirty (30) day period, then upon failure of City to commence such cure to Grantor's reasonable
satisfaction), then Grantor in its sole and absolute discretion may enforce any other rights or
remedies to which Grantor may be entitled by law or equity, other than the remedy of damages. It
is recognized that a violation by City of one or more of the Covenants may cause Grantor to suffer
material injury or damage not compensable in money and that Grantor shall be entitled to bring an
action in equity or otherwise for specific performance to enforce compliance with the Covenants or
an injunction to enjoin the continuance of any such breach or violation thereof.
(d) Waiver. No waiver by Grantor of a breach of any of the Covenants and no
delay or failure to enforce any of the Covenants shall be construed or held to be a waiver of any
succeeding or preceding breach of the same or any other restrictions or conditions. No waiver of
any breach or failure of any of the Covenants shall be implied from any omission by Grantor to
take any action on account of such breach of failure if such breach or failure persists or is repeated,
and no express waiver shall affect a breach or failure other than as specified in said waiver. The
consent or approval by Grantor to or of any act by City requiring Grantor's consent or approval
78356_2 4 Gift Deed
Property Adjacent to Balboa Marina
shall not be deemed to waive or render unnecessary Grantor's consent or approval to or of any
subsequent similar acts by City.
(e) Cost of Enforcement. In the event any declaratory or other legal or
equitable action or proceeding shall be instituted between Grantor and City to enforce any
provisions of these Covenants, the party prevailing in such action shall be entitled to recover from
the losing party or parties its costs and expenses, including court costs and reasonable attorneys'
fees.
5. MISCELLANEOUS.
(a) Effect of Acceptance. Acceptance by City of this Gift Deed shall constitute
City's agreement to be bound by all of the terms, conditions, restrictions, exclusions and
reservations included in this Gift Deed.
(b) Captions. The captions used herein are for convenience only and are not a
part of this instrument and do not in any way limit or amplify the scope of interest of the terms and
provisions hereof.
(c) Binding Effect. Except as otherwise provided herein, all terms, conditions,
restrictions, exclusions and reservations of this Gift Deed, and the acquisition of all or any portion
of the Property by acceptance thereof, shall be binding upon and inure to the benefit of City's
successors and assigns.
(d) Application to Grantor. Notwithstanding anything herein contained to the
contrary, if Grantor reacquires title to the Property or any portion thereof, the Covenants herein
shall automatically cease and terminate as to such reacquired property and be of no further force or
effect as to Grantor or such Successor. The term "Grantor" shall also mean and include any
"Successor" of Grantor, which term is used in this Gift Deed to mean and refer to: (i) any person
or entity which acquires ten percent (10%) or more of the assets of Grantor; (ii) any division,
subsidiary, group, operating Grantor or wholly -owned entity of Grantor; (iii) any Real Estate
Investment Trust or other entity formed by or through the efforts of Grantor; (iv) any entity resulting
from a merger with or an acquisition by or of Grantor; and (v) any person or entity owning the
majority of stock or other ownership interest in either Grantor or any entity described in (i) through
(iv).
[signatures on following page)
78356_2 5 Gift Deed
Property Adjacent to Balboa Marina
IN WITNESS WHEREOF, the undersigned has executed this Gift Deed as of the date
set forth below. This Gift Deed shall not be effective for any purpose unless and until the
Acceptance below has been duly executed by City.
Date:
GRANTOR
THE IRVINE COMPANY LLC,
a Delaware limited liability company
wa
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ORANGE
On , 20_, before me, , a Notary Public,
personally appeared , who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Notary Public
(SEAL)
78356_2 ( Gift Deed
Property Adjacent to Balboa Marina
ACCEPTANCE
I, Grace K. Leung, City Manager of the City of Newport Beach, a California municipal corporation
and charter city, hereby accept on behalf of the City of Newport Beach the fee simple interest in a
portion of property located at 201 E. Coast Highway, Newport Beach, California conveyed by The
Irvine Company, LLC, a Delaware limited liability company, by the Gift Deed dated
, 20 and consent to the recordation of the Gift Deed and this Acceptance
pursuant to authority conferred by Resolution No. 1992-82 of the City Council of the City of
Newport Beach adopted July 27, 1992.
APPROVED AS TO FORM:
Date:
By:
Aaron C. Harp
City Attorney
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
By:
Grace K. Leung
City Manager
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ORANGE
On 20_, before me, , a Notary Public,
personally appeared who proved to me on the basis of satisfactory
evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct.
WITNESS my hand and official seal.
Notary Public
(SEAL)
78356_2 7 Gift Deed
Property Adjacent to Balboa Marina
LEGAL DESCRIPTION OF PROPERTY
[see attached]
78356_2 Exhibit "A" Exhibit "A" to
Gift Deed
Property Adjacent to Balboa Marina
EXHIBIT ""A"
LEGAL DESCRIPTION
CITY TIDELAND DEDICATION
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 93-206, IN THE CITY OF
NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN
BOOK 289, PAGES 1 THROUGH 7, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE HAVING A
BEARING AND DISTANCE OF "NORTH 01045'46" WEST, 100.00 FEET" IN A
WESTERLY LINE OF SAID PARCEL 1;
THENCE, ALONG A NORTHERLY LINE OF SAID PARCEL 1, SOUTH 88°13'14" WEST,
102.92 FEET TO THE POINT OF BEGINNING;
THENCE, CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 1,
SOUTH 88013'14" WEST, 44.30 FEET TO THE MOST WESTERLY NORTHWESTERLY
CORNER OF SAID PARCEL 1;
THENCE, ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 1,
SOUTH 25050'43" WEST, 69.00 FEET;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCEL 1, THE FOLLOWING
COURSES:
LEAVING SAID NORTHWESTERLY LINE OF PARCEL 1,
SOUTH 64009'17" EAST, 31.07 FEET;
SOUTH 26010'09" EAST, 39.21 FEET;
NORTH 63049'51" EAST, 20.00 FEET;
NORTH 26010'09" WEST, 18.00 FEET;
NORTH 01046'46" WEST, 74.60 FEET;
NORTH 88013'14" EAST, 21.80 FEET TO A LINE PERPENDICULAR TO SAID
NORTHERLY LINE OF PARCEL 1 AND RUNNING THROUGH SAID POINT OF
BEGINNING;
ALONG SAID PERPENDICULAR LINE, NORTH 01°46'46" WEST, 12.00 FEET
TO THE POINT OF BEGINNING.
CONTAINING 3923 SQUARE FEET, MORE OR LESS.
U:\2042431240\geomatics\legals\City Tideland Dedication_20230414.doc 1 OF 2
EXHIBIT "A"
LEGAL DESCRIPTION
CITY TIDELAND DEDICATION
ALSO AS SHOWN ON EXHIBIT "B" ATTACHED HERETO AND HEREBY MADE A PART
HEREOF.
SUBJECT TO COVENANTS, CONDITIONS, RESTRICTIONS, RESERVATIONS,
EASEMENTS, AND RIGHTS —OF —WAY OF RECORD, IF ANY.
PREPARED BY: STANTEC CONSULTING
�r1Pt-L4Np
UNDER THE DIRECTION OF:
O. STF SG9
° No.6086
JAMES 0. STEINES, P.L.S. 6086
'9T
�OFCAUF
APRIL 14, 2023
J.N. 2042 431240
U:A2042431240\geomatics\legals\City Tideland Dedication_20230414.doc 2 OF 2
DEPICTION OF PROPERTY
[see attached]
78356_2 Exhibit "B" Exlribit „B„ to
Gift Deed
Property Adjacent to Balboa Marina
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TITLE COMMITMENT FOR PROPERTY
[see attached]
78356_2 Exhibit "C" Exbibit °c° to
Gift Deed
Property Adjacent to Balboa Marina
_ ALTA Commitment for Title Insurance
First American ISSUED BY
Commitment First American Title Insurance Company
File No: NCS-1144568-SA1
COMMITMENT FOR TITLE INSURANCE
Issued By
FIRST AMERICAN TITLE INSURANCE COMPANY
NOTICE
IMPORTANT -READ CAREFULLY: THIS COMMITMENT IS AN OFFER TO ISSUE ONE OR MORE TITLE INSURANCE
POLICIES. ALL CLAIMS OR REMEDIES SOUGHT AGAINST THE COMPANY INVOLVING THE CONTENT OF THIS
COMMITMENT OR THE POLICY MUST BE BASED SOLELY IN CONTRACT.
THIS COMMITMENT IS NOT AN ABSTRACT OF TITLE, REPORT OF THE CONDITION OF TITLE, LEGAL OPINION,
OPINION OF TITLE, OR OTHER REPRESENTATION OF THE STATUS OF TITLE. THE PROCEDURES USED BY THE
COMPANY TO DETERMINE INSURABILITY OF THE TITLE, INCLUDING ANY SEARCH AND EXAMINATION, ARE
PROPRIETARY TO THE COMPANY, WERE PERFORMED SOLELY FOR THE BENEFIT OF THE COMPANY, AND CREATE NO
EXTRACONTRACTUAL LIABILITY TO ANY PERSON, INCLUDING A PROPOSED INSURED.
THE COMPANY'S OBLIGATION UNDER THIS COMMITMENT IS TO ISSUE A POLICY TO A PROPOSED INSURED
IDENTIFIED IN SCHEDULE A IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF THIS COMMITMENT. THE
COMPANY HAS NO LIABILITY OR OBLIGATION INVOLVING THE CONTENT OF THIS COMMITMENT TO ANY OTHER
PERSON.
COMMITMENT TO ISSUE POLICY
Subject to the Notice; Schedule B, Part I -Requirements; Schedule B, Part II -Exceptions; and the Commitment Conditions,
FirstAmerican Title Insurance Company, a Nebraska Corporation (the "Company"), commits to issue the Policy
according to the terms and provisions of this Commitment. This Commitment is effective as of the Commitment Date
shown in Schedule A for each Policy described in Schedule A, only when the Company has entered in Schedule A both the
specified dollar amount as the Proposed Policy Amount and the name of the Proposed Insured.
If all of the Schedule B, Part I -Requirements have not been met within six months after the Commitment Date, this
Commitment terminates and the Company's liability and obligation end.
FIRST AMERICAN TITLE INSURANCE COMPANY
By: iz
Kenneth D. DeCiorgio, President By.
Lisa W. Cornehl, Secretary
If this jacket was created electronically, it constitutes an original document.
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice,• the Commitment to Issue Policy; the Commitment Conditions,- Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
Frm50003700 (8-23-18) Page 1 of 13 ALTA Commitment for Title Insurance (8-1-16)
California
COMMITMENT CONDITIONS
1. DEFINITIONS
(a) "Knowledge" or "Known": Actual or imputed knowledge, but not constructive notice imparted by the Public Records.
(b) "Land": The land described in Schedule A and affixed improvements that by law constitute real property. The term "Land"
does not include any property beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or
easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent
that a right of access to and from the Land is to be insured by the Policy.
(c) "Mortgage": A mortgage, deed of trust, or other security instrument, including one evidenced by electronic means authorized
by law.
(d) "Policy": Each contract of title insurance, in a form adopted by the American Land Title Association, issued or to be issued by
the Company pursuant to this Commitment.
(e) "Proposed Insured": Each person identified in Schedule A as the Proposed Insured of each Policy to be issued pursuant to this
Commitment.
(f) "Proposed Policy Amount": Each dollar amount specified in Schedule A as the Proposed Policy Amount of each Policy to be
issued pursuant to this Commitment.
(g) "Public Records": Records established under state statutes at the Commitment Date for the purpose of imparting constructive
notice of matters relating to real property to purchasers for value and without Knowledge.
(h) "Title": The estate or interest described in Schedule A.
2. If all of the Schedule B, Part I —Requirements have not been met within the time period specified in the Commitment to Issue
Policy, this Commitment terminates and the Company's liability and obligation end.
The Company's liability and obligation is limited by and this Commitment is not valid without:
(a) the Notice;
(b) the Commitment to Issue Policy;
(c) the Commitment Conditions;
(d) Schedule A;
(e) Schedule B, Part I —Requirements; and
(f) Schedule B, Part II —Exceptions.
4. COMPANY'S RIGHT TO AMEND
The Company may amend this Commitment at any time. If the Company amends this Commitment to add a defect, lien,
encumbrance, adverse claim, or other matter recorded in the Public Records prior to the Commitment Date, any liability of the
Company is limited by Commitment Condition 5. The Company shall not be liable for any other amendment to this Commitment.
5. LIMITATIONS OF LIABILITY
(a) The Company's liability under Commitment Condition 4 is limited to the Proposed Insured's actual expense incurred in the
interval between the Company's delivery to the Proposed Insured of the Commitment and the delivery of the amended
Commitment, resulting from the Proposed Insured's good faith reliance to:
(i) comply with the Schedule B, Part I —Requirements;
(ii) eliminate, with the Company's written consent, any Schedule B, Part II —Exceptions; or
(iii) acquire the Title or create the Mortgage covered by this Commitment.
(b) The Company shall not be liable under Commitment Condition 5(a) if the Proposed Insured requested the amendment or had
Knowledge of the matter and did not notify the Company about it in writing.
(c) The Company will only have liability under Commitment Condition 4 if the Proposed Insured would not have incurred the
expense had the Commitment included the added matter when the Commitment was first delivered to the Proposed Insured.
(d) The Company's liability shall not exceed the lesser of the Proposed Insured's actual expense incurred in good faith and
described in Commitment Conditions 5(a)(i) through 5(a)(iii) or the Proposed Policy Amount.
(e) The Company shall not be liable for the content of the Transaction Identification Data, if any.
(f) In no event shall the Company be obligated to issue the Policy referred to in this Commitment unless all of the Schedule B,
Part I —Requirements have been met to the satisfaction of the Company.
(g) In any event, the Company's liability is limited by the terms and provisions of the Policy.
This page is only apart of a 2016 AL TA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
F
50003700 (8-23-18) Page 2 of 13 ALTA Commitment for Title Insurance (8-1-16)
California
6. LIABILITY OF THE COMPANY MUST BE BASED ON THIS COMMITMENT
(a) Only a Proposed Insured identified in Schedule A, and no other person, may make a claim under this Commitment.
(b) Any claim must be based in contract and must be restricted solely to the terms and provisions of this Commitment.
(c) Until the Policy is issued, this Commitment, as last revised, is the exclusive and entire agreement between the parties with
respect to the subject matter of this Commitment and supersedes all prior commitment negotiations, representations, and
proposals of any kind, whether written or oral, express or implied, relating to the subject matter of this Commitment.
(d) The deletion or modification of any Schedule B, Part II —Exception does not constitute an agreement or obligation to provide
coverage beyond the terms and provisions of this Commitment or the Policy.
(e) Any amendment or endorsement to this Commitment must be in writing and authenticated by a person authorized by the
Company.
(f) When the Policy is issued, all liability and obligation under this Commitment will end and the Company's only liability will be
under the Policy.
7. IF THIS COMMITMENT HAS BEEN ISSUED BY AN ISSUING AGENT
The issuing agent is the Company's agent only for the limited purpose of issuing title insurance commitments and policies. The
issuing agent is not the Company's agent for the purpose of providing closing or settlement services.
8. PRO -FORMA POLICY
The Company may provide, at the request of a Proposed Insured, a pro -forma policy illustrating the coverage that the Company
may provide. A pro -forma policy neither reflects the status of Title at the time that the pro -forma policy is delivered to a Proposed
Insured, nor is it a commitment to insure.
9. ARBITRATION
Arbitration provision intentionally removed.
This page is only a part of a 2016 AL TA® Commitment for Title Insurance issued by First American Ttle Insurance Company. This Commitment is not
valid without the Notice,, the Commitment to Issue Policy,- the Commitment Conditions, Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
F
0003700 (8-23-18) Page 3 of 13 ALTA Commitment for Title Insurance (8-1-16)
California
ALTA Commitment for Title Insurance
.first American
ISSUED BY
Schedule A First American Title Insurance Company
File No: NCS-1144568-SAl
Transaction Identification Data for reference only;
Issuing Agent: First American Title Insurance Company National Issuing Office: 18500 Von Karman Ave, Suite 600,
Commercial Services Irvine, CA 92612
Commitment No.: NCS-1144568-SAl Issuing Office File No.: NCS-1144568-SAl
Property Address: 151 and 201 East Coast Highway, Newport Escrow Officer/Assistant: /
Beach, County of Orange, CA
Reference No.: Balboa Marina Phone: /
Revision No.: i. Updated Febraury 21, 2023; Amended April 17, Email: /
2023
Title Officer/Assistant: Devon Boyles/Andrew Nhim
Phone: (949)885-2453/(949)885-2447
Email: dboyles@firstam.com/anhim@firstam.com
SCHEDULE A
1. Commitment Date: April 06, 2023 at 7:30 AM
2. Policy to be issued:
(a) ❑ To Be Determined
Proposed Insured: To Be Determined
Proposed Policy Amount: $ To Be Determined
(b) ❑ To Be Determined
Proposed Insured: To Be Determined
Proposed Policy Amount: $ To Be Determined
(c) ❑ 2006 ALTA@ Policy
Proposed Insured:
Proposed Policy Amount: $
3. The estate or interest in the Land described or referred to in this Commitment is
Fee Simple
4. The Title is, at the Commitment Date, vested in:
The Irvine Company LLC, a Delaware limited liability company
5. The Land is described as follows:
See Exhibit "A" attached hereto and made a part hereof
This page is only a part of a 2016 AL TA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements,• Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
(Form 50003700 (8-23-18) IPage 4 of 13 I ALTA Commitment for Title Insurance (8-1-16)I
California
A�=: ALTA Commitment for Title Insurance
~ First American ISSUED BY
Schedule BI & BII First American Title Insurance Company
File No: NCS-1144568-SA1
Commitment No.: NCS-1144568-SA1
SCHEDULE B, PART I
Requirements
All of the following Requirements must be met:
A. The Proposed Insured must notify the Company in writing of the name of any party not referred to in
this Commitment who will obtain an interest in the Land or who will make a loan on the Land. The
Company may then make additional Requirements or Exceptions.
B. Pay the agreed amount for the estate or interest to be insured.
C. Pay the premiums, fees, and charges for the Policy to the Company.
D. Documents satisfactory to the Company that convey the Title or create the Mortgage to be insured,
or both, must be properly authorized, executed, delivered, and recorded in the Public Records.
E. Releases(s) or Reconveyance(s) of Item(s): None
F. Other: None
G. You must give us the following information:
a. Any off record leases, surveys, etc.
b. Statement(s) of Identity, all parties.
c. Other: None
The following additional requirements, as indicated by "X", must be met:
[X] H. Provide information regarding any off -record matters, which may include, but are not
limited to: leases, recent works of improvement, or commitment statements in effect
under the Environmental Responsibility Acceptance Act, Civil Code Section 850, et seq.
The Company's Owner's Affidavit form (as provided by the company) must be completed
and submitted prior to close in order to satisfy this requirement. This Commitment will
then be subject to such further exceptions and/or requirements as may be deemed
necessary.
[] I. An ALTA/NSPS survey of recent date, which complies with the current minimum standard
detail requirements for ALTA/NSPS land title surveys, must be submitted to the Company
for review. This Commitment will then be subject to such further exceptions and/or
requirements as may be deemed necessary.
This page is only a part of a 2016 AL TAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice,- the Commitment to Issue Policy,, the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
rM
r50003700 (8 23 7T
e5 of 13 ALTA Commitment for Title Insurance (8 1 16)
California
[] J. The following LLC documentation is required from:
(i) a copy of the Articles of Organization
(ii) a copy of the Operating Agreement, if applicable
(iii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct
Business within the State
(iv) express Company Consent to the current transaction
[] K. The following partnership documentation is required :
(i) a copy of the partnership agreement, including all applicable amendments thereto
(ii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct
Business within the State
(iii) express Partnership Consent to the current transaction
[X] L. The following corporation documentation is required:
(i) a copy of the Articles of Incorporation
(ii) a copy of the Bylaws, including all applicable Amendments thereto
(iii) a Certificate of Good Standing and/or other evidence of current Authority to Conduct
Business within the State
(iv) express Corporate Resolution consenting to the current transaction
[X] M. Based upon the Company's review of that certain partnership/operating agreement dated Not
disclosed for the proposed insured herein, the following requirements must be met:
Any further amendments to said agreement must be submitted to the Company, together
with an affidavit from one of the general partners or members stating that it is a true copy,
that said partnership or limited liability company is in full force and effect, and that there
have been no further amendments to the agreement. This Commitment will then be
subject to such further requirements as may be deemed necessary.
[] N. A copy of the complete lease, as referenced in Schedule A, #3 herein, together with any
amendments and/or assignments thereto, must be submitted to the Company for review,
along with an affidavit executed by the present lessee stating that it is a true copy, that the
lease is in full force and effect, and that there have been no further amendments to the
lease. This Commitment will then be subject to such further requirements as may be deemed
necessary.
[X] O. Approval from the Company's Underwriting Department must be obtained for issuance of the
policy contemplated herein and any endorsements requested thereunder. This Commitment
will then be subject to such further requirements as may be required to obtain such approval.
[] P. Potential additional requirements, if ALTA Extended coverage is contemplated hereunder, and
work on the land has commenced prior to close, some or all of the following requirements,
and any other requirements which may be deemed necessary, may need to be met:
[] Q. The Company's "Indemnity Agreement I" must be executed by the appropriate parties.
This page is only apart of a 2016 AL TAO Commitment for Ttle Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice,- the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements • Schedule B, Part
II -Exceptions
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
Form 50003700 (8-23-18) Page 6 of 13 ALTA Commitment for Title Insurance (8-1 16)
California
[] R. Financial statements from the appropriate parties must be submitted to the Company for
review.
[] S. A copy of the construction contract must be submitted to the Company for review.
[] T. An inspection of the Land must be performed by the Company for verification of the phase of
construction.
[] U. The Company's "Mechanic's Lien Risk Addendum" form must be completed by a Company
employee, based upon information furnished by the appropriate parties involved.
This page is only a part of a 2016 AL TA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice,, the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
Form 50003700 (8-23-18) Page 7 of 13 ALTA Commitment for Title Insurance (8 1 16)
California
A � _ First .mer-ica_n ALTA Commitment for Title Insurance
�,. ISSUED BY
Schedule BI & BII (Cont.) First American Title Insurance Company
File No: NCS-1144568-SA1
Commitment No.: NCS-1144568-SA1
SCHEDULE B, PART II
Exceptions
THIS COMMITMENT DOES NOT REPUBLISH ANY COVENANT, CONDITION, RESTRICTION, OR LIMITATION
CONTAINED IN ANY DOCUMENT REFERRED TO IN THIS COMMITMENT TO THE EXTENT THAT THE
SPECIFIC COVENANT, CONDITION, RESTRICTION, OR LIMITATION VIOLATES STATE OR FEDERAL LAW
BASED ON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, GENDER IDENTITY, HANDICAP,
FAMILIAL STATUS, OR NATIONAL ORIGIN.
The Policy will not insure against loss or damage resulting from the terms and provisions of any lease or
easement identified in Schedule A, and will include the following Exceptions unless cleared to the
satisfaction of the Company:
Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the
Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on
which all of the Schedule B, Part I -Requirements are met.
(a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority
that levies taxes or assessments on real property or by the Public Records; (b) proceedings by a
public agency that may result in taxes or assessments, or notices of such proceedings, whether or
not shown by the records of such agency or by the Public Records.
"Upon transfer of title to the City of Newport Beach, no further general special taxes and
assessments will be levied against the City"
Any facts, rights, interests, or claims that are not shown by the Public Records but that could be
ascertained by an inspection of the Land or that may be asserted by persons in possession of the
Land.
4. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records.
5. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that
would be disclosed by an accurate and complete land survey of the Land and not shown by the Public
Records.
6. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the
issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under
(a), (b), or (c) are shown by the Public Records.
7. General and special taxes and assessments for the fiscal year 2022-2023, a lien not yet due or
payable.
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements; Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
Form 50003700 (8-23-18) Page 8 of 13 ALTA Commitment for Title Insurance (8-1-16)
California
"Upon transfer of title to the City of Newport Beach, no further general special taxes and
assessments will be levied against the City"
General and special taxes and assessments for the fiscal year 2022-2023.
First Installment:
Penalty:
Second Installment:
Penalty:
Tax Rate Area:
A. P. No.:
(Affects Portion of Said Land)
$15,317.46, PAID
$0.00
$15,317.46, DELINQUENT
$1,554.17
07-001
050-451-01
9. This item has been intentionally deleted.
10. This item has been intentionally deleted.
11. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing with Section 75
of the California Revenue and Taxation Code.
"Upon transfer of title to the City of Newport Beach, no further general special taxes and
assessments will be levied against the City"
12. Any adverse claims that the line of ordinary high tide described in Orange County Superior Court
Decree No. 20436, Orange County vs. The Irvine Co., May 06, 1926, is not the established boundary
between the uplands in the Rancho San Joaquin and the tide and submerged lands in Newport Bay
by instrument recorded May 06, 1926 in Book 651, Page 72 of Deeds.
13. This item has been intentionally deleted.
14. This item has been intentionally deleted.
15. This item has been intentionally deleted.
16. This item has been intentionally deleted.
17. This item has been intentionally deleted.
18. This item has been intentionally deleted.
19. This item has been intentionally deleted.
20. A perpetual avigation easement in and through the air above the herein described and other land, as
conveyed to the County of Orange by the Irvine Company, by deed recorded March 17, 1964 in Book
6965, Page 721 of Official Records, and the terms and conditions as set forth in said deed to which
record reference is hereby made for all particulars.
21. This item has been intentionally deleted.
22. This item has been intentionally deleted.
This page is only a part of a 2016 ALTAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements,- Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
F
0003700 (8-23-18) Page 9 of 13 ALTA Commitment for Title Insurance (8-1-16)
California
23. This item has been intentionally deleted.
24. This item has been intentionally deleted.
25. This item has been intentionally deleted.
26. This item has been intentionally deleted.
27. This item has been intentionally deleted.
28. This item has been intentionally deleted.
29. This item has been intentionally deleted.
30. This item has been intentionally deleted.
31. This item has been intentionally deleted.
32. An easement and right at any time, or from time to time, to maintain, operate, replace, remove,
renew and enlarge the existing public utility facilities, namely 4 inch power conduits namely a 12 3/4
inch high pressure main with a 2 inch main, namely conduits in the land and facilities incidental
thereto including access to protect the property from all hazards in, upon and over the land as
reserved to the Southern California Edison Company in the resolution vacating state highway; Any
and all rights of ingress to and egress from the land in and to the adjoining highway, except at such
points as now are or may be established by resolution of the California Transportation Commission as
reserved to the State of California in the resolution vacating state highway; Any private easements or
lesser rights in, to, or over Pacific Coast Highway that were not affected by the proceedings vacating
said highway recorded December 01, 1983 as Instrument No. 83-549259, Official Records.
33. This item has been intentionally deleted.
34. This item has been intentionally deleted.
35. This item has been intentionally deleted.
36. This item has been intentionally deleted.
37. This item has been intentionally deleted.
38. This item has been intentionally deleted.
39. This item has been intentionally deleted.
40. This item has been intentionally deleted.
41. This item has been intentionally deleted.
42. This item has been intentionally deleted.
43. This item has been intentionally deleted.
This page is only a part of a 2016 AL TAO Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice,- the Commitment to Issue Policy; the Commitment Conditions Schedule A; Schedule B, Part I -Requirements, Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
Form 50003700 (8-23-18) Page 10 of 13 ALTA Commitment for Title Insurance (8-1-16)
California
44. This item has been intentionally deleted.
45. This item has been intentionally deleted.
46. This item has been intentionally deleted.
47. This item has been intentionally deleted.
48. The note on Parcel Map No. 93-206 which recites as follows: "Pursuant to Section 66426(C) of the
Subdivision Map Act this map is excluded from being defined as a final map in that the land is zoned
commercial or industrial."
49. This item has been intentionally deleted.
50. An easement for navigational access purposes over Parcel 1 hereby reserved for the benefit of Parcel
3, as set forth on Parcel Map No. 93-206.
51. This item has been intentionally deleted.
52. This item has been intentionally deleted.
53. This item has been intentionally deleted.
54. This item has been intentionally deleted.
55. This item has been intentionally deleted.
56. This item has been intentionally deleted.
57. Any facts, rights, interests or claims which would be disclosed by a correct ALTA/NSPS survey.
58. Rights of parties in possession.
This page is only apart of a 2016 AL TA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice, the Commitment to Issue Policy; the Commitment Conditions, Schedule A; Schedule B, Part I -Requirements,- Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
F
0003700 (8-23-18) Page 11 of 13 ALTA Commitment for Title Insurance (8-1-16'
CaliforniE'
INFORMATIONAL NOTES
ALERT - CA Senate Bill 2 imposes an additional fee of $75 up to $225 at the time of
recording on certain transactions effective January 1, 2018. Please contact your First
American Title representative for more information on how this may affect your closing.
According to the latest available equalized assessment roll in the office of the county tax assessor,
there is located on the land a Commercial Structure known as 151 East Coast Highway, Newport
Beach, County of Orange, California.
2. According to the public records, there has been no conveyance of the land within a period of twenty-
four months prior to the date of this report, except as follows:
None
3. This preliminary report/commitment was prepared based upon an application for a policy of title
insurance that identified land by street address or assessor's parcel number only. It is the
responsibility of the applicant to determine whether the land referred to herein is in fact the land that
is to be described in the policy or policies to be issued.
The map attached, if any, may or may not be a survey of the land depicted thereon. First American Title
Insurance Company expressly disclaims any liability for loss or damage which may result from reliance on
this map except to the extent coverage for such loss or damage is expressly provided by the terms and
provisions of this Commitment or the Policy, if any, to which the map is attached.
This page is only a part of a 2016 ALTAO Commitment for Ttle Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice,- the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements,• Schedule B, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
F
0003700 (8-23 18) T
e 12 of 13 ALTA Commitment for Title Insurance (8-1-16)
California
Firs t me.r-ican
Exhibit A
File No.: NCS-1144568-SAl
ISSUED BY
First American Title Insurance Company
File No: NCS-1144568-SA1
The Land referred to herein below is situated in the City of Newport Beach, County of Orange, State of California, and is
described as follows:
THAT PORTION OF PARCEL 1 OF PARCEL MAP NO. 93-206, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE,
STATE OF CALIFORNIA, PER MAP FILED IN BOOK 289, PAGES 1 THROUGH 7, INCLUSIVE, OF PARCEL MAPS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHERLY TERMINUS OF THAT CERTAIN COURSE HAVING A BEARING AND DISTANCE OF
"NORTH 010 45' 46" WEST, 100.00 FEET" IN A WESTERLY LINE OF SAID PARCEL 1;
THENCE, ALONG A NORTHERLY LINE OF SAID PARCEL 1, SOUTH 88° 13' 14" WEST, 102.92 FEET TO THE POINT OF
BEGINNING;
THENCE, CONTINUING ALONG SAID NORTHERLY LINE OF PARCEL 1, SOUTH 88° 13' 14" WEST, 44.30 FEET TO THE
MOST WESTERLY NORTHWESTERLY CORNER OF SAID PARCEL 1;
THENCE, ALONG THE NORTHWESTERLY LINE OF SAID PARCEL 1, SOUTH 25° 50' 43" WEST, 69.00 FEET;
THENCE, TRAVERSING THE INTERIOR OF SAID PARCEL 1, THE FOLLOWING COURSES:
LEAVING SAID NORTHWESTERLY LINE OF PARCEL 1, SOUTH 640 09' 17" EAST, 31.07 FEET;
SOUTH 260 10' 09" EAST, 39.21 FEET;
NORTH 630 49' 51" EAST, 20.00 FEET;
NORTH 260 10' 09" WEST, 18.00 FEET;
NORTH 010 46' 46" WEST, 74.60 FEET;
NORTH 880 13' 14" EAST, 21.80 FEET TO A LINE PERPENDICULAR TO SAID NORTHERLY LINE OF PARCEL 1 AND
RUNNING THROUGH SAID POINT OF BEGINNING;
ALONG SAID PERPENDICULAR LINE, NORTH 01° 46' 46" WEST, 12.00 FEET TO THE POINT OF BEGINNING.
For conveyancing purposes only: APN: PTN 050-451-01
This page is only a part of a 2016 ALTA® Commitment for Title Insurance issued by First American Title Insurance Company. This Commitment is not
valid without the Notice; the Commitment to Issue Policy; the Commitment Conditions; Schedule A; Schedule B, Part I -Requirements,• Schedule S, Part
II -Exceptions.
Copyright 2006-2016 American Land Title Association. All rights reserved.
The use of this Form (or any derivative thereof) is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses
are prohibited. Reprinted under license from the American Land Title Association.
Form 50003700 (8-23-18) Page 13 of 13 ALTA Commitment for Title Insurance (8-1-16)
California
Exhibit E
Form of Easement
[attached hereto]
78334_2
RECORDED REQUESTED BY AND
WHEN RECORDED, RETURN TO:
City of Newport Beach
100 Newport Center Drive
Newport Beach, CA 92660
Attn: City Clerk
WITH A COPY TO:
Irvine Management Company
550 Newport Center Drive
Newport Beach, CA 92660
Attn: General Counsel's Office
The undersigned declares that this document is recorded at the request of and for the benefit of the City of Newport Beach and is therefore
exempt from the payment of the recording fee pursuant to Government Code Section 6103 and from payment of the documentary transfer tax
pursuant to Revenue and Taxation Code Section 1922.
Space above this line for Recorder's Use Only
ACCESS AND PARKING EASEMENT
(Public Docks Adjacent to Balboa Marina)
WHEREAS, THE IRVINE COMPANY LLC, a Delaware limited liability company
("Company") is the owner of land more particularly described on Exhibit "A" attached hereto
(the "Land").
WHEREAS, in connection with its construction and dedication of land and improvements
(collectively, the "Public Docks") to the CITY OF NEWPORT BEACH, a California municipal
corporation and charter city ("City"), which Public Docks are to be used as a boat berthing
facility for free, public, transient use, City has requested an access and parking easement over the
Land in order to maintain and repair the Public Docks in the future. The dedication of the Public
Docks was made pursuant to that certain Gift Deed dated by and between
Company and City and recorded in the Official Records of Orange County, California ("Official
Records") on , as Instrument No. (the "Gift Deed").
WHEREAS, subject to the terms and conditions set forth below, Company is willing to
grant to City (i) an access easement over a portion of the Land consisting of drive aisles between
Pacific Coast Highway and the Public Docks, as such drive aisles locations may be modified
from time to time by Company in its sole discretion (the "Access Easement Area"), and (ii) a
parking easement over a portion of the Land consisting of up to three (3) available parking
spaces, as such parking spaces locations may be modified from time to time by Company in its
sole discretion (the "Parking Easement Area"; collectively with the Access Easement Area, the
"Easement Areas"), and City is willing to accept the terms and conditions set forth in this
Access and Parking Easement.
58475_2 1
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Grant of Access Easement. Company hereby grants to City a perpetual easement
(the "Access Easement") of ingress and egress over the Access Easement Area.
2. Grant of Parking Easement. Company hereby grants to City a perpetual easement
(the "Parking Easement"; together with the Access Easement, the "Easements") to park up to
three (3) maintenance or service vehicles in the Parking Easement Area.
3. Nature of Easements. The Easements conveyed hereunder are limited solely to
use by City and its employees, contractors, invitees and agents (collectively, the "City Parties")
in connection with City's maintenance, repair and replacement of the Public Docks, and only
between the hours of 7:OOam and 6:OOpm Monday thru Friday while maintenance and repair
work is being performed on the Public Docks. No rubbish, trash, garbage, refuse, debris or
materials of any kind shall be placed or abandoned by City on the Easement Areas. In the event
any such materials are left on the Easement Areas, City shall promptly clean the affected portions
of the Easement Areas to Company's reasonable satisfaction. The use of the Easements shall be
subject to Company's access and parking rules and regulations related to the Land, as such rules
and regulations may be modified from time to time by Company in its sole and absolute
discretion upon written notice thereof to City. If Company permits, in its sole and absolute
discretion, staging of equipment on any portion of the Land in connection with City's
maintenance, repair or replacement of the Public Docks, such staging of equipment will be part
of the Easements granted hereunder, and the location thereof will be part of the Easement Areas,
and subject to all terms and conditions of this Access and Parking Easement and any other terms
and conditions required by Company in connection with Company's consent to such staging of
equipment.
4. Subject to Matters of Record or Apparent. In addition to the terms and conditions
set forth in this Access and Parking Easement, the Easements conveyed to City hereunder shall
be subject to all easements, covenants, conditions, restrictions, reservations, rights and rights -of -
way of record prior to the date hereof or apparent or of which City has actual or constructive
notice.
5. Non -Exclusive Rights. City's use of the Easement Areas shall be non-exclusive,
and Company retains the rights to use and to grant to others the non-exclusive right to use the
property burdened by the Easements for any and all lawful purposes, to the extent such uses, or
any of them, do not unreasonably interfere with the exercise by City of the rights granted
hereunder.
6. Repairs & Maintenance Activities. The parties acknowledge that the Easements
affect land that is part of an existing marina operation (the "Marina") and, in order to minimize
inconveniences to the Marina operations arising from exercise of the rights and obligations under
these Easements to the extent reasonably possible, agree to the following with respect to City's
use of the Easement Areas:
58475_2 2
a. Minor Maintenance and Repair. Prior to entering the Easement Areas to perform
any maintenance or repair of the Public Docks that does not require use of a
staging area, City shall provide telephonic notice to Company's marina leasing
office (the "Marina Office") at least two (2) business days prior to
commencement of the proposed maintenance.
b. Major Maintenance, Repair or Replacement. Prior to entering the Easement Areas
to perform repair or replacement or maintenance of the Public Docks that will
require the use of staging area(s), City shall provide written notice (each, a
"Maintenance Notice") to the Marina Office at least five (5) business days prior
to such entry (except in case of emergency, in which event City shall provide such
notice to the Marina Office within three (3) business days after such entry
detailing the nature and time of such entry). Each Maintenance Notice shall
contain a description of the matters listed on Exhibit `B" attached hereto and
incorporated herein by this reference. Prior to commencement of City's use of the
Easement Areas pursuant to a Maintenance Notice, City's representative and
Company's General Manager of the Marina Office (or such other representative of
Company as designated from time to time) shall meet and coordinate with respect
to the final locations for staging, parking and other matters set forth in the
Maintenance Notice in order to reasonably minimize inconvenience to Marina
operations arising from the proposed work.
C. Cleanup & Other Obligations During Maintenance & Repair Activities. City shall
clean the staging area(s) of the Easement Areas at the end of the period of its entry
and shall clean the vehicle parking areas of the Easement Areas at the end of each
day during the period of its entry, and shall comply with all applicable laws,
ordinances and regulations, including but not limited to those regarding surface
drainage, groundwater and surface water quality applicable to such cleanup
activities. In exercising its rights under this Access and Parking Easement, City
will cooperate with the Company's General Manager of the Marina Office to
minimize interference with the use, access, ingress and egress over the Easement
Areas and other Marina operations.
7. Damage to Company Improvements. If any of the City Parties damage any
improvements on the Land, City shall reimburse (or shall cause the applicable City Parties to
reimburse) Company for the cost of replacement and restoration of any such damaged
improvements (whether "standard" or "non-standard"). City shall make (or cause the applicable
City Parties to make) such reimbursement to Company within thirty (30) days of City's receipt of
Company's invoice and backup documentation, if any, substantiating the replacement and
restoration work performed.
8. Liens. City shall not suffer, cause or permit any liens of any kind related to City's
activities or City's repair work to be filed against the Easement Areas or any other portion of the
Land or any improvements thereon. If any such lien is filed, City shall, at its sole cost and
ssa75_2 3
expense, promptly take such actions as are necessary to cause the lien to be satisfied and
discharged or to cause such lien to be removed of record.
9. Insurance. City shall require its contractors that utilize the Easement Areas to
obtain, provide and maintain at all times during such use of the Easement Areas, at no cost or
expense to Company, policies of liability insurance of the types and amounts described below.
Certification of all required policies shall be signed by a person authorized by that insurer to bind
coverage on its behalf and must be filed with Company prior to use of the Easement Areas. Said
policies shall be for the following coverages and shall be issued by companies authorized or
licensed to do business in California and assigned Best's A- VII or other rating acceptable to
Company:
a. Workers compensation insurance, including a "Waiver of Subrogation" clause,
covering all employees of such contractor, per the laws of the State of California.
b. Commercial general liability insurance, including additional insured and primary
and non-contributory wording, covering third party liability risks, in a minimum
amount of one million dollars ($1,000,000) combined single limit per occurrence
for bodily injury and property damage. If commercial general liability insurance
or other form with a general aggregate is used, either the general aggregate limit
shall apply separately to the work to be performed under this Access and Parking
Easement, or the general aggregate limit shall be twice the occurrence limit.
C. Commercial auto liability insurance, covering any owned, hired and non -owned
vehicles of such contractor in a minimum amount of one million dollars
($1,000,000) combined single limit per accident for bodily injury and property
damage.
Company may, from time to time and upon prior written notice to City, require increases in the
amounts of coverage specified above to conform with the levels of insurance required by
Company in contracts for similar maintenance work.
City shall require its contractors to provide Company with an endorsement to contractor's
commercial general liability policy providing ongoing and completed operations coverages for
the additional insureds listed below and shall contain the following language or otherwise
include the following coverages generally:
"It is understood and agreed that coverage afforded by this policy shall also apply to The Irvine
Company LLC, Irvine Management and all persons and entities controlling, controlled by, or
under common control with such entities, and any lender with an interest in the Land and/or any
improvements thereon, together with their respective owners, shareholders, partners, members,
divisions, officers, directors, employees, representatives and agents, and all of their respective
successors and assigns, as additional insureds, but only with respect to legal liabilities or claims
caused by, arising out of or resulting from the acts or omissions of the named insured or of others
performed on behalf of the named insured. This insurance is primary and any other insurance
maintained by such additional insureds is excess and shall not be required to contribute with this
5847s_2 4
insurance as respects claims or liability arising out of or resulting from the acts or omissions of
the named insured, or of others performed on behalf of the named insured. Any of such
additional insureds may, at his/her/its election, pay any self -insured retention or deductible
amount in connection with any claim or liability for which coverage is or may be provided by
such insurance notwithstanding any other provision of the policy."
Said policy or policies shall be endorsed to state that coverage shall not be subject to
cancellation or non -renewal without thirty (30) days prior written notice to be delivered to
Company. All contractors providing insurance as required hereunder shall give Company prompt
and timely notice of claim made or suit instituted arising out of contractor's use of the Easement
Areas. Each contractor shall also procure and maintain, at its own cost and expense, any
additional kinds of insurance that in its own judgment may be necessary for its property
protection and prosecution of the work.
Each contractor will be required to agree that in the event of loss due to any of the perils
for which it has agreed to provide commercial general and automotive liability insurance,
contractor shall look solely to its insurance for recovery. The commercial general and workers'
compensation policy and any other policy pertaining to the Easement Areas carried by each
contractor will contain a waiver of subrogation with respect to Company as to any claims that
may be asserted against Company by virtue of the payment of any loss under such insurance.
10. Indemnity. City shall defend, indemnify, protect and hold harmless Company and
the additional insureds described in Section 9 (individually, an "Indemnitee"; collectively, the
"Indemnitees") from all losses, claims, liens, suits, costs, damages, expenses (including actual
attorneys' fees), liabilities and actions of any name, kind or description (individually, a "Claim";
collectively, "Claims"), whether incurred by or made against any Indemnitee or made by any
third parry, arising out of or related to injuries to or death of any person or damage to any
property resulting from or caused by (a) use of the Easement Areas (as well as any activity
related to or connected with said use) by City, its employees, contractors, and agents, and the
respective employees thereof, or (b) breach of any of the terms of this Access and Parking
Easement by City. Notwithstanding the foregoing, nothing herein shall be construed to require
City to indemnify the Indemnitees from any Claim arising from the sole negligence or willful
misconduct of the Indemnitees. Nothing in this indemnity shall be construed as authorizing any
award of attorney's fees in any action on or to enforce the terms of this Access and Parking
Easement. This indemnity shall apply to all claims and liability regardless of whether any
insurance policies are applicable. The policy limits of any such insurance policies shall not act as
a limitation upon the amount of indemnification to be provided by City. Payment of any Claim
shall not be a condition precedent to enforcement of the indemnity obligations contained herein.
11. Relocation of Easement Areas. If Company desires to relocate the Easement
Areas in the future, Company may relocate the Easement Areas in its sole and absolute discretion
and unilaterally record an amendment to this Access and Parking Easement to identify the new
location of the Easement Areas without City's countersignature thereto, but Company shall
provide prior written notice to City. Notwithstanding the foregoing, any such relocation of the
Easement Areas shall continue to provide City with access to, and parking for, the Public Docks
through and on the Land.
58475_2 5
12. Termination of Easements. In the event City stops operating the Public Docks for
more than two (2) consecutive calendar years, the Easements shall terminate automatically. If
requested by Company, City promptly will execute and notarize a document in recordable form
that acknowledges the termination and quitclaim of such Easements.
13. Controlling Law. This Access and Parking Easement shall be governed by and
interpreted in accordance with the laws of the State of California. Any action brought relating to
this Access and Parking Easement shall be adjudicated in a court of competent jurisdiction in the
County of Orange.
13. Notices. Any notice, demand or other communication to be given by either parry
to the other hereunder shall be given by personal service, or Express Mail, Federal Express,
DHL, UPS or any other similar form of reputable airborne/overnight delivery service, or mailing
in the United States mail, postage prepaid, certified and return receipt requested, addressed to the
parties at their respective addresses as follows:
IF TO CITY: City of Newport Beach
100 Newport Center Drive
Newport Beach, CA 92660
Attention: Harbor Department
With copy to: City of Newport Beach
100 Newport Center Drive
Newport Beach, CA 92660
Attention: City Attorney's Office
IF TO COMPANY: CRC Marinas - Newport Beach
1137 Bayside Drive
Newport Beach, CA 92625
Attn: General Manager
With copy to: Irvine Management Company
550 Newport Center Drive
Newport Beach, CA 92660
Attn: General Counsel's Office
Any such notice shall be deemed to have been given upon delivery or, if mailed, upon actual
receipt or the date on which actual receipt is rejected. Either party may change the address where
it desires to receive notice upon giving written notice of such request to the other party.
14. Waiver; Remedies. No delay on the part of any party hereto in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the
part of any party hereto of any right, power or privilege hereunder operate as a waiver of any
other right, power or privilege hereunder, nor shall any single or partial exercise of any right,
58475_2 6
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder.
15. Run with the Land. This Access and Parking Easement and the terms, conditions
and covenants contained herein shall be perpetual in nature and shall run with the Public Docks,
Easement Areas and the Land, and shall be binding upon and inure to the benefit of Company
and City and each of their respective successors and assigns, whether the interest held by such
party is in fee or otherwise.
16. Incorporation of Exhibits. Exhibits A and B, as attached hereto, are hereby
incorporated herein by this reference.
17. Authority. The parties to this Access and Parking Easement represent and warrant
that this instrument has been duly authorized and executed and constitutes the legally binding
obligation of their respective organization or entity, enforceable in accordance with its terms.
18. No Attorneys' Fees. In the event of any dispute arising under this Access and
Parking Easement, the prevailing parry shall not be entitled to its attorneys' fees.
19. Entire Agreement. This Access and Parking Easement, together with the Exhibits
attached hereto, constitutes the entire agreement between the parties pertaining to the subject
matter hereof, and all prior and contemporaneous agreements, representations, negotiations and
understandings of the parties, whether oral or written, are hereby superseded and merged herein.
[signature on following page)
58475_2 7
IN WITNESS WHEREOF, the parties hereto have executed this Access and Parking
Easement as of , 202
"Company"
THE IRVINE COMPAMNY LLC,
a Delaware limited liability company
By:
Name:
Title:
By:
Name:
Title:
"City"
CITY OF NEWPORT BEACH,
a California municipal corporation
By:
Grace K. Leung
City Manager
ATTEST:
By:
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
Aaron C. Harp
City Attorney
58475_2 8
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ORANGE
On , 20_, before me, , a Notary Public,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
(SEAL)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA
COUNTY OF ORANGE
On , 20_, before me, , a Notary Public,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
(SEAL)
58475_2 9
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
On , 20_, before me, , a Notary Public,
personally appeared who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
(SEAL)
58475-2 10
Exhibit "A"
Description of the Land
PARCELS 1, 2 AND 3 OF PARCEL MAP NO. 93-206, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK
289, PAGES 1 THROUGH 7, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
APNs: 050-451-01, -02, -03, and -60; 440-132-39 and -51
584752
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Exhibit "B"
Contents of Maintenance Notice
Each Maintenance Notice provided by City under Section 6.b of this Access and Parking
Easement shall specify or contain the following information:
The proposed dates when the work will take place (estimated start and completion dates).
2. Location of the proposed staging area.
If work crews will require parking of their vehicles for more than one (1) day, the
proposed location of such parking.
4. City's proposed plan for such work.
58475_2
Exhibit F
Form of Bill of Sale
[attached hereto]
783342
BILL OF SALE
(Public Dock Improvements Within Tidelands Adjacent to Balboa Marina)
For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, THE IRVINE COMPANY LLC, a Delaware limited liability company
("Company's, hereby transfers and conveys to the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City', all of Company's right, title and interest in and to
the structures and other improvements constituting the public dock facilities (collectively, the
"Public Dock Improvements") located within the portion of State tidelands held in trust and
maintained by the County of Orange, depicted on Exhibit A attached hereto. The Public Dock
Improvements, which are attached to and a part of a larger public dock facility that will be conveyed
by Company under a separate instrument, are described on Exhibit B attached hereto.
This Bill of Sale is executed in accordance with the terms of that Conveyance Agreement
between Company and City dated April 25, 2023 ("Agreement's.
Company does hereby covenant that it is the lawful owner of the Public Dock Improvements,
that Company has good right to transfer and convey the same, that the Public Dock Improvements
are free of monetary liens (mechanics, materialmens, or other) and encumbrances, and that Company
will warrant and defend the title thereto unto City, its successors and assigns, against the claims and
demands thereon with respect to any work performed by Company prior to the date of this Bill of
Sale.
In conjunction with this Bill of Sale, Company shall assign or transfer to City all bonds,
guarantees, and warranties obtained by Company for the Public Dock Improvements.
City hereby accepts the Public Dock Improvements and acknowledges and agrees that the
Public Dock Improvements shall be the sole property of City, and City shall have the obligation to
operate, maintain and repair the Public Dock Improvements.
[Signature Page Follows]
78334_1 1 of 2
The persons executing this Bill of Sale on behalf of Company and City warrant that (a) they
are duly authorized to execute this Bill of Sale on behalf of the party for whom they sign and (b)
ownership of the Public Dock Improvements shall be vested in City upon execution of this Bill of
Sale and acceptance and recordation of the Offer of Dedication, Public Walkway Dedication, and
Easement Deed, in accordance with the Agreement.
COMPANY
THE IRVINE COMPANY LLC, a Delaware
limited liability company
am
go
CITY
CITY OF NEWPORT BEACH,
a California municipal corporation and charter
city
I0
Grace K. Leung
City Manager
ATTEST:
52
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
Aaron C. Harp
City Attorney
78334_1 2 of 2
EXHIBIT A
DEPICTION OF THE TIDELANDS
78334_1
EXHIBIT B
DESCRIPTION OF THE PUBLIC DOCK IMPROVEMENTS
78334_1