HomeMy WebLinkAboutC-3067 - Jamboree, 3300 - Development Agreement No. 9 - Fletcher Jones MotorcarsTABLE OF CONTENTS
ARTICLE
I.
Recitals
II.
Definitions and Rules of Interpretation
III.
Representations and Warranties
IV.
Commitments of City
V.
Commitments of Developer
VI.
Development of the Site
VII.
Special Provisions
VIII.
Defaults, Remedies and Termination
IX.
General Provisions
PAGE
DEVELOPMENT AGREEMENT
THIS DISPOSITION AND DEVELOPMENT AGREEMENT ( "the Agreement ")
is made and entered into as of the 4TH day of JANUARY
1996
17995, by and between the CITY OF NEWPORT BEACH ( "City ") and
Fletcher Jones Motor Cars, Inc. ( "Developer ").
I.
RECITALS
Section 1.01: City Authority
City is a municipal corporation and charter city. City is
authorized to enter into this Agreement pursuant to authority of
California Government Code S 65864 et seq. and Chapter 15.45 of the
Newport Beach Municipal Code.
Section 1.02: Developer Authority
Developer is a corporation duly authorized to conduct business
in the State of California.
Section 1.03: Purpose of Agreement
Developer currently owns and operates an Automobile Dealership
on real property located at 1301 Quail Street in the City of
Newport Beach. The Chief Executive Officer of Developer has
operated Automobile Dealerships for 25 years. Developer has
operated the Mercedes Benz Automobile Dealership for the past 3 1/2
years. Developer's operation has been successful but Developer
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does not own the property and the current location does not afford
Developer any significant frontage on a major arterial highway.
Developer has considered relocating the dealership to another city
but would prefer to remain in the City of Newport Beach. Developer
currently generates significant sales tax revenues for the City of
Newport Beach and those revenues would be lost in the event of a
relocation of the dealership to another jurisdiction and City
services would suffer as a consequence.
Section 1.04 Attention of Dealership
City, in reliance on the special skill and ability of
Developer to operate a successful Automobile Dealership and
Developer's affiliation with Mercedes Benz, has undertaken efforts
to retain Developer's Automobile Dealership in the City and desires
to enter into this Agreement so that Developer will continue to
operate the Automobile Dealership within the City.
Section 1.05: Development Site
City has entered into an agreement with the Irvine Company
( "TIC ") pursuant to which City has the right to acquire a parcel
consisting of approximately 5.59 acres of vacant land commonly
known as San Diego Creek North and legally described in Exhibit A
(Parcel A). City is currently negotiating with Cal Trans to
acquire their interest in a 1.10 acre parcel of vacant land
contiguous to, and immediately east of Parcel A and legally
described in Exhibit B (Parcel B)
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City is also negotiating with
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the Transportation Corridor Agency to acquire a 2.64 acre parcel of
vacant
land contiguous to,
and immediately west of,
Parcel A and
which
is legally described
in Exhibit C (Parcel C) .
The parcels of
land described in Exhibits A, B and C are collectively referred to
as the Development Site.
Section 1.06: Adequacy of Development Site
City and Developer have determined that the Development Site
is of sufficient size to accommodate an Automobile Dealership
larger than Developer's current operation and provides increased
visibility and access due to the proximity of the site to major
arterials and the San Joaquin Hills Transportation Corridor.
Section 1.07: Development Site /Special Considerations
Developer and City acknowledge that the Development Site,
while advantageous from the standpoint of size, visibility and
access, is difficult and expensive to develop due to the
topography, the presence of major public utilities (such as water
and electrical facilities), the proximity of the property to
wetlands, the need to acquire Parcel B and Parcel C which are each
owned by public entities, and the cost of public improvements
necessary to achieve physical access to the Development Site.
Permits and approvals are, or may be, required from numerous public
entities and the current owners of the three Parcels as a pre-
condition to construction of an Automobile Dealership on the
Development Site.
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Section 1.08: Acknowledgments
City and Developer acknowledge that construction of an
Automobile Dealership on the Development Site will require each
Party to devote a substantial amount of time, effort and money to
secure each of the Parcels and all entitlements. Many of these
expenditures will occur prior to the actual transfer of the
Development Site from the City to Developer and prior to the
realization of the financial benefits each Party can expect once
the dealership is constructed. Developer acknowledges that City is
required, prior to dedication of Parcel A by TIC, to commit to the
construction of a major storm drain system and modifications to a
Development Agreement between the City and TIC. City acknowledges
that Developer, prior to receipt of the Development Site, has
committed to continue operations in the City of Newport Beach
rather than relocate to another jurisdiction and is committing to
incur site development costs substantially above those normally
associated with the construction of an Automobile Dealership.
Section 1.09: Basic Consideration
The primary consideration to the City for this Agreement is
retention of an Automobile Dealership that is the single largest
sales tax generator in Newport Beach. The primary consideration to
Developer for this Agreement is the right to construct an
Automobile Dealership on property owned by Developer and which will
be visible and accessible to a large volume of potential customers
and in close proximity to the majority of Developer's current
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customers.
Section 1.10: Consistency
This Agreement is consistent with the various elements of
the Newport Beach General Plan (as amended by GPA 95 -1(d) ) and all
other applicable ordinances, plans, resolutions, and policies of
the City. This Agreement is also consistent with the purpose and
intent of state and local laws authorizing development agreements
in that it represents comprehensive planning, provides certainty in
the approval of subsequent construction, subject to compliance with
the conditions, reduces the economic 'cost of development by
providing assurance to Developer that it may use and develop the
property in accordance with the discretionary project approvals and
this Agreement, and provides assurance the City will retain vitally
important sales tax revenue.
Section 1.11 Police Power
The City Council has determined that this Agreement is in
the best interest of the health, safety, and general welfare of the
City, its residents, and the public; was entered into pursuant to,
and represents the valid exercise of, the City's police power; and
has been approved in compliance with the provisions of state and
local law that establish procedures for the approval of development
agreements.
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Section 1.12 City Ordinance /Adoption
On September 11, 1995, the City Council adopted Ordinance
No. 95 -43, approving this Agreement and authorizing the City to
enter into this Agreement.
II.
DEFINITIONS AND RULES OF INTERPRETATION
Section 2.01: Definition of Words and Terms
In addition to any words and terms defined elsewhere in this
Agreement, the following definitions shall apply to the words and
terms used in this Agreement.
A. "Automobile Dealership" shall mean the automobile sales
and service facility to be constructed and operated on the
Development Site.
B. 11CIOSA" shall mean the Circulation Improvement and Open
Space Agreement between the City of Newport Beach and The Irvine
Company dated June 30, 1993.
C. "City" shall mean the City of Newport Beach.
D. "City permit" shall mean any permit, license or approval
to be granted by the City of Newport Beach, including amendments to
CIOSA, amendments to the Planned Community Development Text for San
Diego Creek North, zoning changes for Parcels A, B, and C,
amendments to the Land Use Element of the General Plan
redesignating Parcels A, B and C, approval of an environmental
document, amendments to the Land Use Plan of the local coastal
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program, approval of grading permits, approval of building permits,
approval of water and sewer connection permits, and other permits
which the City is empowered to approve and are necessary for
construction of the Project.
E. "Dedication Agreement" shall mean the agreement between
the City and TIC pursuant to which the City acquires title to
Parcel A.
F. "Developer " shall mean Fletcher Jones Motor Cars, Inc.
G. "Development Agreement Ordinance" shall mean Chapter
15.45 of the Newport Beach Municipal Code.
H. "Declaration" shall mean the Declaration of Special Land
Use Restrictions and Right of First Refusal between City and TIC,
and pursuant to which, use restrictions consistent with this
Agreement shall be placed on the Development Site.
I. "Development Site" shall mean Parcels A, B and C (as
described in Exhibits A, B and C).
J. "Discretionary project approval" shall mean all permits,
approvals, licenses or authorizations, including non -City permits
and certain City permits, which involve the exercise of discretion
and are necessary to implement the project. The project's specific
approvals do not include building and grading permits issued by
City.
K. "Force Majeure" shall mean delays due to war;
insurrection; strikes; lock -outs; riots; floods; public enemy,
epidemics; quarantine; restrictions; freight and embargoes; lack of
transportation; governmental restrictions or priority; litigation;
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unusually severe weather; inability to secure necessary labor,
materials or tools, delays of any contract work by subcontractor
supplier; acts of another Party; acts, or the failure to act, of
any public or governmental agency or entity; or any other causes
beyond the control, or without the fault of, the Party claiming an
extension of time to perform. An extension of time for any cause
shall only be for the period of the forced delay and shall commence
to run from the time of the commencement of the cause.
L. "Future general regulations" means those general
regulations adopted by the City after the effective date of this
Agreement.
M. "General regulations" means those ordinances,
resolutions, policies, plans and guidelines of the City which are
generally applicable to the use of land and /or construction within
the City and include General Plan, zoning ordinance, water and
sewer ordinances, building ordinances, traffic impact fee
ordinances, building excise tax ordinances, and similar ordinances,
resolutions, policies and plans.
N. "Grant deed" means an instrument in the form approved by
the parties.
O. "Hazardous materials" means any flammable explosives,
radioactive materials, hazardous waste, toxic substances or related
materials, and shall include but not be limited to, substance
defined as "hazardous substance," "hazardous materials," or toxic
substances in the Comprehensive Environmental Response,
Compensation and Liability Act (CERCLA) of 1980 and subsequently
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amended (circa), the Hazardous Materials Transportation Act, the
Resource Conservation Recovery Act (RCRA) , substances defined as
"hazardous waste" in Section 25117 of the California Health and
Safety Code; "hazardous substances" as defined in Section 25316 of
the California Health and Safety Code; and those substances defined
as "hazardous waste" in regulations adopted, and publications
promulgated, pursuant to any of the foregoing.
P. "Jamboree flyover" means the proposed transition ramp
from northbound Jamboree Road to the northbound lanes of State
Route 73, which may be constructed over a portion of Parcel C, and
designated on TCA plans and specifications as JR -5 ramp.
Q. "Non -City permit" shall mean any permit, approval,
license or authorization to be granted by an entity other than the
City of Newport Beach and which is necessary for the construction
of the project.
R. "Parcel All shall mean the real property described in
Exhibit A.
S. "Parcel B" shall mean the real property described in
Exhibit B.
T. "Parcel C" shall mean the real property described in
Exhibit C.
U. "Permitted exceptions" shall mean those exceptions to
title specified on the title policy obtained by City and which
Developer has either not disapproved or disapproved and the City
has cured.
V. "Project" means all actions that are a prerequisite to
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construction of an Automobile Dealership on the Development Site
including City acquisition of Parcel A from TIC, City acquisition
of Parcel B from Cal Trans, City acquisition of Parcel C from the
TCA, the approval of all City permits and non -City permits and the
construction and operation of an Automobile Dealership on the
Development Site in accordance with the terms and conditions of
this Agreement and as specified in the Conceptual Site Plan
(Exhibit E) subject only to modifications approved by the City.
W. "TCA" shall mean the Transportation Corridor Agency.
X. "TIC" shall mean The Irvine Company.
Section 2.02: Rules of Interpretation
A. Words of the masculine gender shall be deemed and
construed as correlative words of a feminine and neuter genders.
B. Unless the context shall otherwise indicate, words
importing the singular shall include the plural and vice versa.
Words importing person shall include firms, associations,
corporations, including private or public entities, as well as
natural persons.
C. Whenever this Agreement requires either Party to make any
payment or perform, or refrain from performing, any act or
obligation, each such provision shall be construed as an express
covenant to make the payment, to perform, or not to perform, as the
case may be, the act or obligation. The table of contents and
article and section headings of this Agreement are not treated as
part of the Agreement and do not effect the meaning, terms or
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conditions of this Agreement.
D. The terms "includes" and "including" and all context and
forms of those words shall be deemed to also state "but not limited
to."
E. "Assignment" and "assignee" shall include all context of
hypothecation, sales, conveyances, and transfers.
F. The term Mortgage refers to the holder of a beneficial
interest under any mortgage, deed of trust, sale leaseback, or
other similar security interest.
III.
REPRESENTATIONS AND WARRANTIES
Section 3.01: Representations by City
City makes the following representations and warranties to
Developer:
A. City is a municipal corporation and charter city duly
organized and existing under and by virtue of the Constitution and
laws of the State of California. By proper action of the City
Council of the City of Newport Beach, the Mayor of the City has
been duly authorized to execute this Agreement and the City is
authorized to perform all of its obligations pursuant to this
Agreement. This Agreement is enforceable at law and in equity
against the City in accordance with its terms unless enforcement is
barred by bankruptcy proceedings or other laws affecting creditors
rights generally. City represents and warrants to Developer that
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it has the lawful power and authority to enter into the
transactions, and carry out the obligations contemplated by this
Agreement.
B. The execution and performance of this Agreement by the
City will not conflict with, or result in any breach of, the terms,
conditions or provisions of any agreement or instrument to which
the City is a Party or by which the City is bound.
C. City has determined that the Project will further the
public good and is consistent with all City ordinances, plans and
policies, except to the extent this Agreement contemplates an
amendment to any ordinance, resolution, plan or policy.
D. The City permits and the non -City permits are, to the
City's knowledge, all of the permits, licenses and approvals
necessary to implement the Project and permit the construction and
operation of an Automobile Dealership on the Development Site.
Section 3.02: Representations by Developer
Developer makes the following representations and warranties
to City:
A. Developer is a corporation duly organized and existing
under and by virtue of the laws of the State of California, and is
authorized and qualified to do business in the State of California.
B. Developer has the lawful power and authority to enter
into, and perform the obligations required by this Agreement. By
appropriate corporate action, Developer has duly authorized and
ratified this Agreement. Fletcher Jones, Jr. has been authorized
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to execute this Agreement on behalf of the corporation. This
Agreement is enforceable at law and in equity against Developer in
accordance with its terms unless enforcement is barred by
bankruptcy proceedings or other laws affecting creditors rights
generally.
C. The execution and performance of this Agreement by
Developer will not conflict with, or result in a breach of any of
the terms, conditions or provisions of, any other agreement,
instrument or document to which Developer is a Party or by which
Developer is bound.
IV.
CITY COMMITMENTS
Section 4.01: Pre - Transfer Commitments
A. City shall acquire Parcel A from TIC upon satisfaction of
conditions to closing and in accordance with the terms and
conditions specified in the Dedication Agreement. City shall
acquire Parcel A no later than January 1, 1996. City agrees to
perform all of its obligations under the Dedication Agreement. Any
material breach of the Dedication Agreement by the City shall be
considered a material breach of this Agreement by City and, in the
event of such a breach, Developer shall have the rights and
remedies specified in Section 8.04. Parcel A shall be acquired by
the,City subject to the limitations and restrictions specified in
the Dedication Agreement and the Declaration, including limitations
on the use of Parcel A, (and Parcels B and C after acquisition by
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the City) including limitations of the use of the Parcels,
restrictions on the right to convert the Automobile Dealership to
another use, and the right of architectural review and approval of
conceptual and design Development Site plans and improvement plans.
B. City shall use its best efforts to obtain title to Parcel
B from Cal Trans. City shall obtain a firm commitment to transfer
Parcel B from Cal Trans on or before January 1, 1996. Parcel B
shall be acquired by the City free and clear of any liens or
encumbrances which would interfere or impede development of the
Project. City's obligation to acquire Parcel B is contingent upon
payment by Developer of all costs and expenses associated with the
acquisition of the property and Developer's obligation to pay such
costs and expenses is contingent upon Developer's prior approval of
such costs and expenses.
C. City shall waive all planning, building, water, sewer and
other processing fees City normally collects, on behalf of the
City, from an applicant for any permit or entitlement to develop
property which are deposited into the General Fund or specified
City account, and which represent fees which City is authorized to
waive. The parties agree the City does not have the power to
waive, and is not required to waive, fees such as TCA fees and
school impact fees which are collected by the City on behalf of
other agencies.
D. City shall acquire Parcel C, or sufficient interest in
Parcel C to allow Developer reasonable use of the Parcel for
Automobile Dealership purposes on or before January 1, 1996. City
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C
shall acquire Parcel C at no cost to Developer. City shall lease
Parcel C to Developer for $1.00 per year subject to public
utilities easements which do not impede or interfere with
development of the Project and subject to an easement for street
and highway purposes retained by the TCA for the benefit of
Caltrans which is necessary to accommodate the possible
construction of the Jamboree flyover. In the event the TCA or its
successor determines that all or a portion of Parcel C is no longer
needed for street or highway purposes and City acquires a fee
interest in all or portion of Parcel C, City shall, when legally
possible to do so, transfer fee title of that portion of Parcel C
owned in fee to Developer for $1.00. The easement retained by the
TCA for the benefit of Caltrans shall provide that the bridge
structure soffet profile of the Jamboree flyover between Bayview
Way and Bristol Street will maintain a minimum eighteen (18) foot
clearance above grade at the center line of Bayview and the soffet
profile will also guarantee a minimum twenty (20) foot clearance
above the easterly "top of curb elevation" on Jamboree Road from
the northerly curb line of Bayview Way through and including the
south curb line of South Bristol Street. The approximate soffet
profile shall be provided to Developer on or before November 1,
1995, to enable Developer's architects and designer to prepare a
grading plan which will maximize the view of the Automobile
Dealership from Jamboree Road.
E.
City shall
cooperate with Developer, and
use its
best
efforts,
to obtain
all required non -City permits.
City
shall
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initiate, and /or promptly process, all applications for City
permits, including General Plan amendments, zoning amendments, and
amendments to the Land Use Plan of the Local Coastal Program, that
are necessary or required to implement the Project. City agrees to
approve all City permits subject to its obligation to conduct
public hearings to comply with applicable law, the presentation of
substantial evidence in support of all required findings or
decisions necessary to approve the permit, and subject to the
requirement that the application and related documents fully comply
with all applicable state and local laws, rules, plans and policies
except to the extent that amendments to current plans are required
to implement the Project. City shall prepare staff reports, public
notices and other documents relevant to City permits in a timely
manner at no cost to Developer.
F. City shall prepare and process an Environmental Impact
Report (EIR) evaluating the potential impacts of implementation of
the Project. City shall retain a Project Manager to expedite
preparation of the EIR, interface with the EIR consultant and keep
Developer informed as to the status and progress of the EIR. City
shall pay all costs of the EIR related to the analysis of the
environmental impacts of constructing off -site improvements.
G. City shall notify Developer of the preparation of all
documents prepared by the City or its consultants relative to bids,
cost estimates and scopes of work. City shall provide Developer
with copies of all such documents, will allow Developer to review
and comment on the documents prior to distribution and will
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cooperate with Developer to minimize the costs incurred in
performing the tasks identified in Exhibit D and other matters
related to implementation of the Project. The City permits and
non -City permits for which documents, reports or studies are, or
may be, required and the City's pro -rata share of the estimated
costs of preparing these documents, reports or studies are
identified in Exhibit D. City shall pay fifty percent (50 %) of any
cost or expense in excess of those estimated for the documents,
reports or studies identified in Exhibit D.
H. City shall construct an extension of Bayview Way from the
east curb line of Jamboree Road to a point approximately 600 feet
easterly of Jamboree Road. City has estimated the cost of
constructing the Bayview Way extension to be approximately
$400,000. City shall fund the construction of the Bayview Way
extension with the cost of construction reimbursed by Developer
through the assessments paid pursuant to Section 5.03(c) and
Developer shall have no other liability with respect to the
construction of the Bayview Way extension.
I. City shall secure from TIC for the Developer upon the
execution of this agreement a right of entry to Parcel A for
purposes of conducting test, examinations or studies for the
purposes of determining the suitability of Parcel A for
development, to devise an appropriate plan for the grading of the
site and to determine the size and design of proposed structures or
improvements. The right of entry to Parcel A shall require
Developer to defend, indemnify and hold TIC harmless with respect
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to any claim, loss or damage arising from, or any way related to,
the right of entry.
J. City shall retain geotechnical consultants and other
experts as necessary to perform soils, geologic, engineering, and
other tests necessary to determine if the soil, geologic and other
conditions of the Development Site are suitable for the
construction of the Project. The test results shall be submitted
to Developer within five days after receipt by the City. The
Development Site shall be considered suitable for construction of
all necessary improvements unless the Developer notifies the City,
in writing, within thirty days after receipt of the test results,
the Development Site is not physically suited to the implementation
of the Project.
Section 4.02: Commitment to Transfer
City shall convey to Developer all of its right, title and
interest in Parcels A and B, and grant Developer a long term lease-
hold interest to the surface area represented by Parcel C within
thirty (30) days after satisfaction of the following conditions,
one or more of which may be waived by Developer:
A. City has acquired fee simple title to Parcels A, B and C,
or such interest in each Parcel that will allow Developer to fully
implement the Project subject only to permitted exceptions and
provided that Developer is able to acquire title insurance for the
Development Site.
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B. All Discretionary Project approvals have been granted,
subject only to conditions and requirements approved by Developer
and the appeal period with respect to each permit has expired and
no appeal has been filed.
C. Soils, engineering and related reports have been approved
by City and Developer or City and Developer have failed to object
to the reports within the period specified in this Agreement.
D. Developer has complied with all of its pre- transfer
obligations, obtained financing for the Project, and Developer's
representations and warranties remain true and correct as of the
date of conveyance.
E. City shall convey Parcels A and B, and grant Developer a
lease hold interest in Parcel C, through escrow, pursuant to the
terms and conditions of the escrow instructions, and in accordance
with the following:
1. City shall provide Developer with an ALTA extended
coverage owner's policy of title insurance, insuring that Developer
owns fee simple title to Parcels A and B, and a long term lease-
hold interest in Parcel C, subject only to permitted exceptions.
2. City shall pay the cost for the title insurance and
fifty percent (50 %) of the escrow fees. City shall also pay any
documentary transfer taxes.
3. City's right, title and interest shall be conveyed
to Developer by deeds and /or a lease in a form and content
consistent with the terms of the Agreement.
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Section 4.03: Post- Transfer Commitments
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A. City shall promptly review, process and approve all
building permit applications submitted by Developer in conjunction
with implementation of the Project. City shall promptly conduct
on -site inspections when requested by Developer or its
representatives during the course of construction of any
improvement on the Development Site. City shall promptly issue an
appropriate Certificate of Occupancy when construction of
improvements has been completed in accordance with the provisions
of this Agreement and all applicable ordinances, policies and
plans.
B. Developer shall have a vested right to implement the
Project upon Developer's acceptance of title to the Development
Site and subject to Developer's compliance with the construction
schedule. City shall not be permitted to apply future General
Regulations to the Project without Developer's express written
consent. Except as expressly provided in this Agreement, no
initiative, measure, moratorium, referendum, ordinance, statute,
regulation, policy or other provision of law which in any way
interferes with, impedes or restricts the development or use of the
Development Site as permitted by this Agreement shall be applied to
the Development Site.
V.
DEVELOPER COMMITMENTS
Section 5.01: Pre - Transfer Commitments
A. Developer shall use its best efforts to promptly file
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for, and diligently pursue to approval, all required City permits
and non -City permits. Developer shall pay its pro -rata share of
the cost associated with preparation of documents, reports and
studies as specified in Exhibit D. In the event the actual cost of
preparing reports, documents and studies for the permits or tasks
exceeds the costs identified in Exhibit D, Developer shall pay
fifty percent (50 %) of the additional and unanticipated cost.
Developer shall cooperate with City and its consultants relative to
bids, cost estimates and scopes of work prepared in conjunction
with applications for City permits and non -City permits.
B. Developer shall cooperate with City in negotiations with
entities who own utility facilities above and beneath the surface
of the Development Site. Developer shall comply with all
reasonable requests of those entities whose facilities must be
relocated prior to construction, including the provision of
financial security to guarantee the performance of all tasks
associated with relocation of the facility and indemnification of
the entity during the course of relocation.
C. Developer shall prepare at its sole cost and expense, all
conceptual plans and designs describing proposed site development
for submission to City and all other public or private entities
whose permission is required to implement the Project. Developer
shall cooperate in the preparation of any environmental document
and pay the cost of preparing that portion of any environmental
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document directly related to the development of the Automobile
Dealership.
D. Within 90 days after the date of this Agreement,
Developer shall perform soils, geologic, engineering and other
tests necessary to determine if the soil, geologic and other
conditions of the Development Site are suitable for the
construction of the Project. The test results shall be submitted
to the City within five (5) days after receipt by Developer. The
Development Site shall be considered suitable for construction of
all necessary improvements unless City or Developer notifies the
other, in writing and within thirty (30) days after receipt of the
test results, that the Development Site is not physically suited to
implementation of the Project.
E. Developer shall diligently seek commitments for financing
the cost of the Project. Developer shall have sole and absolute
discretion with regard to the amount, terms, and source of
financing. Developer shall advise City on a regular basis of its
progress in securing requisite financing.
Section 5.02: Commitment to Accept Pronertv
Developer shall accept conveyance of City's right, title and
interest in Parcels A and B, and accept the leasehold interest in
Parcel C, when the following conditions have been satisfied:
A. City has acquired fee simple title to Parcels A and B,
and leasehold interest for 50 years in Parcel C (or fee interest if
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and when appropriate) subject only to permitted exceptions and
provided that Developer is able to acquire title insurance for the
Development Site, and subject also to the restrictions contained in
the Dedication Agreement and Declaration.
B. All Discretionary Project Approvals have been granted,
subject only to conditions and requirements approved by Developer
and the appeal period with respect to each permit has expired and
no appeal has been filed.
C. Soils, engineering and related reports have been approved
by City and Developer or City and Developer have failed to object
to the reports within the period specified in this Agreement.
D. City has complied with all of its pre - transfer
obligations and City's representations and warranties remain true
and correct as of the date of conveyance.
E. Developer has obtained financing for the Project.
Section 5.03: Post - Transfer Commitments
A. Developer shall be responsible for the entire cost of
designing and constructing all on -site and off -site improvements
normally associated with an Automobile Dealership including water
lines, sewer lines, electrical lines, gas lines, telephone lines,
internal access roads, showrooms, repair facilities, storage
facilities, loading and unloading facilities and parking
facilities.
B. Developer shall commence and complete construction of the
Project in compliance with this Agreement and shall commence
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operation as an Automobile Dealership within a reasonable time
after City issues a Certificate of Occupancy. Except as otherwise
provided herein, Developer shall continue to use the Development
Site as a Mercedes Benz Automobile Dealership for the term of this
Agreement subject to force majeure.
C. Developer shall pay an annual assessment to City of
$80,000 per year for five (5) years. Developer's assessments will
be used by City, for the most part, to reimburse City for the cost
of constructing the extension of Bayview Way along the frontage of
the Property. Developer's first annual assessment shall be due and
payable 180 days subsequent to the date on which the Developer
commences doing business at the Development Site and the four (4)
subsequent assessments shall be due in twelve (12) month intervals
from the date of the first payment.
D. Developer shall pay Fair Share Fees concurrently with the
issuance of the first grading or building permit by City. City
shall calculate the Fair Share Fees within fifteen (15) days after
Developer submits complete plans for Plan Check. The Fair Share
Fees shall be based upon the number of projected average daily
trips based upon the floor area depicted on the plans and the trip
generation rate for an Automobile Dealership. Developer shall also
pay impact fees - such as San Joaquin Hills Transportation Corridor
fees and any school impact fee - that are collected by, but do not
directly benefit the City. Developer shall not be required to pay
any building or development impact fee, or make any circulation
system improvement other than the annual assessment described in
26
Subsection 5.03(c), and the fees specified in this Section.
VI.
DEVELOPMENT OF THE SITE
Section 6.01:
The Project shall be developed in compliance with the
Conceptual Site Plan (Exhibit E) , which has been approved by City,
the scope of work approved by City, the Dedication Agreement and
Declaration, all subjection to modifications submitted by Developer
and approved, in writing, by City and TIC. City's written approval
of any modification shall not be unreasonably withheld.
Section 6.02: Construction Schedule
A. Developer shall, within 60 days after the Development
Site is conveyed to the Developer, submit applications for all
permits necessary to construct the Project. Developer shall
commence construction within 30 days after issuance of required
building or grading permits, subject to force majeure, and
thereafter diligently prosecute to completion the construction of
the Project. Developer shall strictly adhere to the construction
schedule subject to delay and extension due to force majeure or
with written approval by City which shall not be unreasonably
withheld. Developer shall furnish City with periodic status
reports on the progress of construction when requested by the City
but no more frequently than once a calendar month. City shall act
27
upon all applications submitted by Developer with respect to the
Development Site within 30 days of submission.
Section 6.03: Rights of Access
For the purposes of assuring compliance with this Agreement
and conducting required inspections of all construction in
progress, City shall have the right of access to the site without
charge or fees during normal construction hours.
VII.
SPECIAL PROVISIONS
Section 7.01: Effective Date
This Agreement and the obligations of the parties shall be
effective as of the date of execution, however, the vested rights
of Developer shall become effective upon the conveyance of the
Development Site by City to Developer.
Section 7.02: Term of the Agreement
The term of this Agreement shall begin on the effective date
and continue for twenty (20) years unless otherwise terminated or
modified.
Section 7.03: Assignment
A. Except as otherwise provided in this Agreement,
Developers shall not sell, transfer or assign all or a portion of
M
Developer's interest in the Development Site, or improvements,
without the express written consent of City and City shall not
unreasonably withhold its consent. Developer shall not sell all
of, or a controlling interest in, Developer's Mercedes Benz
dealership unless such sale is first approved by Mercedes Benz. In
the event City consents to any sale of the Development Site from
Developer to a successor within twenty (20) years from the date on
which Developer commences operation as an Automobile Dealership on
the Development Site, City and Developer shall each receive fifty
percent (50 %) of the net profit on. the sale. Net profit on the
sale shall be defined to mean the sale price less the following
costs by Jones:
1. Site development cost including the cost of
constructing all on -site and off -site improvements, all costs
incurred in conjunction with grading of the Development Site;
2. Costs incurred in obtaining entitlements;
3. Costs associated with the acquisition of Parcel B;
4. Development and impact fees, including fair share
fees, Transportation Corridor fees and school district impact fees;
5. The amount of the annual assessment paid by the
Developer pursuant to Section 5.03(c);
6. Costs incurred relative to the transfer of the
Development Site.
7. The cost of constructing all subsequent improvements
or additions to the Development Site.
B. The restrictions on transfer and the division of net
29
profit in the event of a transfer shall not apply to any of the
following:
1. Any transfer of all or a portion of the Developer's
interest in the Development Site or improvements to any member of
the family of Fletcher Jones, Jr. whether by sale, inheritance,
gift or otherwise;
2. Any transfer of all or a portion of the Development
Site or any improvement to any firm, corporation, partnership,
trust or other entity at least fifty -one percent (51 %) of which is
owned by Fletcher Jones, Jr., or the parties identified in Section
7.03(B)(1).
C. In no event shall the City be obligated to approve any
assignment which could result in use of the Development Site for
purposes other than those permitted by this Agreement.
Section 7.04: Annual Review
Pursuant to the provisions of State law and the Newport
Beach Development Agreement Ordinance, City may review Developer's
good faith substantial compliance with this Agreement from time to
time, but not more frequently than every twelve (12) months during
the term. The review shall be conducted at a public hearing
noticed in accordance with the provisions of the Development
Agreement Ordinance. The review may include a detailed report of
compliance of various conditions and mitigation measures.
Developer shall be deemed to be in compliance with this Agreement
unless the Newport Beach City Council determines, based upon
W
1
substantial evidence presented at a public hearing, that Developer
has not complied with material provisions of this Agreement
applicable to the Project as of the date of the review. City's
failure to conduct periodic reviews of this Agreement shall not
constitute, or be asserted by either Party as a breach of this
Agreement by the other. Developer shall have the right to seek
judicial review of any adverse decision of the City Council.
Section 7.05.: Estoppel Certificate
Either Party may, at any time, deliver written notice to
the other requesting an estoppel certificate stating:
A. The Agreement is in full force and effect and is a
binding obligation of the Parties.
B. The Agreement has not been amended or modified
either orally or in writing or, if so amended, identifying the
amendments.
C. No default of performance of the requesting Party's
obligations under the Agreement exists or, if a default does exist
the nature and amount of any default.
D. The Party receiving a request for an estoppel
certificate shall provide a signed certificate to the requesting
Party within thirty (30) days after receipt of the request.
Section 7.06: Reversion /Performance
A. Documents conveying title to the Development Site shall
provide that the Development Site reverts to the City in the event
31
Developer fails to operate the Automobile Dealership on the site at
any time during the term of this Agreement subject to the
following:
1. Developer shall have the right to continue the
Automobile Dealership with any other vehicle make or model
available in the event Developer has been unable to receive and
sell enough Mercedes Benz automobiles to successfully support
operation of the Automobile Dealership; and
2. Developer shall have the right to convert the
Development Site to a use other than the Automobile Dealership
provided the use is consistent with the Land Use Element of the
Newport Beach General Plan, the Land Use Plan of the local coastal
program of the City of Newport Beach, and all applicable zoning
ordinances, resolutions, policies and plans and subject further to
compliance with the terms and conditions of the Dedication
Agreement and Declaration.
Section 7.07: Minimum Gross Sales
A. City assumes, and Developer concurs, that Developer will
generate a minimum average annual gross sales of $80,000,000.00
during the first five (5) years of operation. Developer shall use
its best efforts to generate the estimated annual gross revenue
contemplated by the parties. In the event. Developer fails to
generate average annual gross revenue of $80,000,000.00 during the
first five (5) years of the operation of the Automobile Dealership,
Developer shall reimburse City some of the costs actually incurred
32
0
by City in performing the tasks identified in Exhibit D, pursuant
to the following formula.
Difference batman estimated
gross average ($00,000.000.00) and actual
gross average annual reveoue i
Estimated gross average amnual raveoue($80,000.000.00)
Section 7.08: Amendment of Agreement
This Agreement may be amended from time to time by the
written mutual consent of the parties or their successors in
interest, but only in the manner provided by the Government Code or
the Development Agreement Ordinance.
Section 7.09: Use of Development Site prior to Issuance of
Certificate of Occupancy.
In the event the Development Site is not completed prior to
the expiration of Developer's lease term at 1301 Quail Street and
Developer is, for any reason, unable to occupy the Quail Street
premises on a month to month basis, Developer may utilize temporary
facilities to conduct all business operations of the Automobile
Dealership at the Development Site, until the construction on the
Project on the Development Site is completed, and a Certificate of
Occupancy is obtained.
Section 7.10: City Satisfaction of Conditions
City shall be responsible for satisfying any condition imposed
on the Project which requires any present or future payment of fees
including any condition imposed pursuant to the provisions of
Section 15.40 of the Newport Beach Municipal Code.
33
VIII.
DEFAULTS, REMEDIES AND
Section 8.01: Default
The failure by either Party to perform any material term or
provision of this Agreement shall constitute a default when the
failure of performance is not cured thirty (30) days following
written notice of default served by the non - defaulting Party or if
such default cannot with the exercise of due diligence be cured
within 30 days, when the defaulting Party has not commenced to cure
such default within 30 days following written notice of default, or
has not diligently proceeded to cure such default. In no event
shall any legal action to enforce this Agreement be instituted
against the Party in default until at least thirty (30) days after
notice of default is given.
Section 8.02: Waiver
Any failure or delay by either Party in asserting any of its
rights or remedies as to any breach or default shall not operate as
a waiver of the non - defaulting Party's remedies.
Section 8.03: Specific Performance
Except as otherwise provided in this Agreement the parties
agree that the only remedies for a material breach of this
Agreement prior to the conveyance of the Development Site from City
to Developer shall be an action for specific performance or
34
termination of the Agreement. The parties agree and acknowledge
that it would be difficult, if not impossible, to ascertain the
amount of damages sustained by the non - breaching Party in the event
of a breach by either Party prior to the City's obligation to
convey, and Developer's obligation to accept, the Development Site.
The parties also acknowledge and agree that, in such event, the
non - defaulting Party would not have an adequate remedy at law.
Section 8.04: Termination by Developer
Developer shall have the right to terminate this Agreement
prior to conveyance of the property in the event that:
A. Developer fails to obtain all Discretionary Project
Approvals on or before December 31, 1995 subject only to conditions
and requirements approved by Developer unless, prior to
termination, Developer obtains all discretionary Project approvals;
or
B. City fails to acquire sufficient legal interests (or a
binding commitment by Cal Trans with respect to Parcel B) to
Parcels A, B and C to permit Developer to implement the Project
prior to December 31, 1995 unless prior to notice of termination,
City acquires the requisite interest and tenders title to
Developer; or
C. Developer or City disapproves the engineering soil or
geologic conditions of the Development Site as provided in Section
5.01(D); or
D. Developer fails to obtain financing for the cost of the
35
Project as provided in 5.01(E); or
E. Developer gives written notice of termination to City in
Developer's sole and absolute discretion.
Termination shall be effective on thirty (30) days written
notice.
Section 8.05: Termination by City
City may terminate this Agreement in the event that:
A. Developer fails to obtain all discretionary Project
approvals on or before December 31, 1995 unless Developer has
obtained all discretionary Project approvals prior to the effective
date of termination;
B. Developer fails to construct the required improvements in
accordance with the construction schedule subject to the provisions
of this Agreement relating to force majeure;
C. Developer assigns this Agreement in contravention of the
provisions of Section 7.03; or
D. Developer fails to accept an appropriate interest in
Parcels A, B and C when obligated to do so pursuant to the
provisions of Section 5.02.
Section 8.06: Reversion to City
City shall have the additional right, at its option, to
acquire title to the Development Site and take possession of the
Development Site with all improvements thereon, and subject to any
36
liens, or encumbrances thereon if, after the construction
commencement date and prior to the recordation of the Certificate
of Completion, Developer, unless due to force majeure:
A. Fails to commence construction of the improvements as
required by this Agreement for a period of three (3) consecutive
months after written notice from the City; or
B. Without good cause, abandons or substantially suspends
construction of the improvements for a period of three (3)
consecutive months after written notice from City to commence
construction; or
C. Developer fails to operate a Mercedes Benz Automobile
Dealership on the Development Site at any time during the term of
this Agreement provided, however, City may not terminate this
Agreement if Developer has been unable to receive and sell enough
automobiles to successfully support operation of the dealership in
which event Developer shall have the right to continue the
Automobile Dealership with any other vehicle line available and
provided, further, Developer shall have the right to convert the
property to other uses subject to the terms and conditions of this
Agreement, the Dedication Agreement, and the Declaration.
ARTICLE IX.
GENERAL PROVISIONS
Section 9.1: Notices, Demands and Communications Between the
37
• 0
Parties
All notices, consents and approvals required or permitted
under this Agreement must be in writing and shall be sent by
registered or certified mail, postage prepaid, return receipt
requested, to the City or the Developer at the addresses set forth
below or hand delivered at such addresses.
City: City of Newport Beach
3300 Newport Boulevard
P.O. Box 1768
Newport Beach, CA 92659 -1768
Attn: City Manager
Developer: Fletcher Jones Motorcars
1301 Quail Street
Newport Beach, CA 92660
Attn: Fletcher Jones, Jr.
Fletcher Jones Management Group
175 E. Reno, C -6
Las Vegas, NV 89109
Attn: Fletcher Jones, Jr.
Such written notices, consents and approvals may be sent in the
same manner to such other addresses as either Party may from time
to time designate by mail. Notices, consents and approvals shall
not be effective until five (5) days after mailing.
Section 9.2: Conflicts of Interest
No member, official or employee of the City shall have any
personal interest, direct or indirect, in this Agreement, nor shall
any such member, official or employee participate in any decision
relating to this Agreement which affects their personal interests
or the interests of any corporation, partnership or association in
cip
• 0
which they are directly or indirectly interested.
Section 9.3: Nonliability of City, Officials, Employees. Officers
and Directors
No member, official or employee of the City shall be
personally liable to the Developer, in the event of any default or
breach by the City, for any amount which may become due to the
Developer or on any obligations under the terms of this Agreement.
Section 9.4: Inspection of Books and Records
The City has the right, upon not less than seventy -two (72)
hours' notice and at reasonable times, to inspect the books and
records of the Developer pertaining to the Development Site and the
Project as pertinent to the purposes of this Agreement. The
Developer also has the right, upon not less than seventy -two (72)
hours' notice and at reasonable times, to inspect the books and
records of the City pertaining to the Development Site and the
Project pertinent to the purposes of this Agreement.
Section 9.5: Execution in Counterparts
This Agreement may be executed in several counterparts, each
of which shall be an original., and all of which shall constitute
but one and the same instrument.
Section 9.6: Effect of Prior Negotiations and Agreements
This Agreement constitutes the sole and exclusive agreement
39
between the parties, and supersedes all negotiations or previous
agreements between the parties with respect to all or any part of
the subject matter of this Agreement.
Section 9.7: Waivers and Amendments
All waivers of the provisions of this Agreement must be in
writing and signed by the appropriate authorities of the City and
the Developer. All amendments to this Agreement must be in writing
and signed by the appropriate authorities of the City and the
Developer.
Section 9.8: Severabilitv
In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other
provision of this Agreement.
Section 9.9: Governing Law
This Agreement shall be construed and governed in accordance
with the laws of the State of California.
Section 9.10: Time of the Essence
City and Developer expressly agree and acknowledge that time
is of the essence in the performance of this Agreement.
40
Section 9.11: Validity
This Agreement shall be of no force or effect and shall not
bind the City to any of its terms unless and until it has been
approved by the City Council of the City of Newport Beach.
IT WITNESS WHEREOF, this DISPOSITION AND DEVELOPMENT AGREEMENT
has been executed by the partied hereto by their respective
officers all as of the date hereinabove written.
de \fjdev121.agt
12 -01 -95
DEVELOPER
FLETCHER JONES MOTOR CARS, INC.
FLETCHER J JR.. PRESIDENT
CITY OF NEWPORT BEACH
Mayor John Hedges
41
CALIFORNIA ALL- PURPOSEICKNOWLEDGMENT
State of CALIFORNIA
County of
On JANUARY 4, 1996 before me, BARBARA FLEMING, NOTARY PUBLIC
DATE NAME, TITLE OF OFFICER - E.G..'JANE DOE, NOTARY PUSLIC'
N0. 590]
personally appeared F'LETCHER JONES, JR. - - - - -- — — —
NAMEfS) OF SIGNER(S)
® personally known to me - OR - ❑_proved-to -me-on the bass 01 DatiS ac:rnp-evidence
to be the person(ii) whose name(t) is/Am
subscribed to the within instrument and ac-
knowledged to me that he/0941W executed
the same in his /fir authorized
capacity(t, and that by his /mac
signature(7) on the instrument the person(s),
or the entity upon behalf of which the
eAIMAR►c person(jj) acted, executed the instrument.
NalatNeal: ±o �
wMf �Rtll9v WITNESS my hand and official seal. I
SIGNATURE OF NOTARY
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ INDIVIDUAL
® CORPORATE OFFICER
PRESIDENT
Tm E(S)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
❑ ATTORNEY -IN -FACT
❑ TRUSTEE(S)
❑ GUARDIANICONSERVATOR
❑ OTHER:
SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR EWI TY(IES)
FLFirRFR JONES MOTOR CARS, INC
-
DESCRIPTION OF ATTACHED DOCUMENT
DEVELOPMENT AGREEMENT BETWEEN THE
TITLE OR TYPE OF DOCUMENT
CITY OF NEWPORT AND FLETCHER JONES
CARS, INC.
42 INCLUDING ACKNOWLEDGEMENT
NUMBER OF PAGES
1/4/96
DATE OF DOCUMENT
MAYOR JOHN HEDGES, CITY OF NEWPORT
SIGNER(S) OTHER THAN NAMED ABOVE
01993 NATIONAL NOTARY ASSOCIATION • 8236 Reminet Ave., P.O. Box 7184 • Canoga Park, CA 91309 -7184
STATE OF CALIFORNIA )ss.
COUNTY OF ORANGE )
On !1 ofgqyye me, Shauna Lyn Oyler personally appeared
y /I PdaPs personally known to me (or proved
to me on the basis of satisf&tory evidence) to be the person& whose name Is are
subscribed to the within instrument and acknowledged to me thatlge'shefthey executed
the same irher /their authorized capacity, and that byTiis�er/their signature(gon
the instrument the person( or the entity upon behalf of which the personN acted,
executed the instrument.
WITNESS my hand and official seal.
r-jW6150, .!s•_.,,
Shauna Lyn Oyler 3
() COMM. #1002681
• NOTARY PUBLIC CALIFORNIA
ORANGE COUNTY
G Cp Expose Aug. 22. 1987 s
THOSE PORTIONS OF THE IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP
THEREOF RECORDED IN BOOK 1, PAGE 88, OF MISCELLANEOUS RECORD MAPS
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
PARCEL A (THE IRVINE COMPANY)
COMMENCING AT THE SOUTHERLY CORNER OF THE NORTHWESTERLY
ONE -HALF OF THE SOUTHEASTERLY ONE -HALF OF BLOCK 50 OF SAID IRVINE'S
SUBDIVISION, AS SAID CORNER IS SHOWN ON A MAP ATTACHED TO A DEED TO
SAID COUNTY RECORDED IN BOOK 1055, PAGE 115, OF OFFICIAL RECORDS OF
SAID COUNTY. THE BEARING OF THE SOUTHWESTERLY LINE OF SAID BLOCK
50 IS NORTH 49 021'51" WEST. SAID SOUTHERLY CORNER IS ALSO THE
CENTERLINE INTERSECTION OF JAMBOREE ROAD, 132 FEET WIDE, AS
DESCRIBED IN A DEED TO THE CITY OF NEWPORT BEACH, RECORDED IN BOOK
6135, PAGE 155, OF SAID OFFICIAL RECORDS, AND SAID SOUTHWESTERLY LINE;
THENCE SOUTH 40 038'09" WEST ALONG SAID CENTERLINE 112.80 FEET TO THE
BEGINNING OF A CURVE IN SAID CENTERLINE, CONCAVE SOUTHEASTERLY AND
HAVING A RADIUS OF 1600.00 FEET; THENCE SOUTHWESTERLY ALONG SAID
CURVE 142.99 FEET THROUGH A CENTRAL ANGLE OF 5 °07'14"; THENCE
DEPARTING FROM SAID CENTERLINE SOUTH 54 029'05" EAST, RADIALLY TO SAID
CURVE, 81.00 FEET TO THE BEGINNING OF A NON - TANGENT CURVE, THE
RADIUS POINT OF WHICH BEARS SOUTH 54 °29'05" EAST 1519.00 FEET FROM
SAID BEGINNING; THENCE NORTHEASTERLY ALONG SAID CURVE 135.75 FEET
THROUGH A CENTRAL ANGLE OF 5 °07'140; THENCE NORTH 40 °38'09" EAST
20.68 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHERLY AND
HAVING A RADIUS OF 37.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE
42.36 FEET THROUGH A CENTRAL ANGLE OF 65 °35'21" TO THE BEGINNING OF
A NON - TANGENT CURVE, THE RADIUS POINT OF WHICH BEARS SOUTH 45 °59'17"
WEST 1272.00 FEET FROM SAID BEGINNING; THENCE SOUTHEASTERLY ALONG
SAID CURVE 172.46 FEET THROUGH A CENTRAL ANGLE OF 7 046'06" TO THE
TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTHEASTERLY ALONG
SAID CURVE 127.46 FEET THROUGH A CENTRAL ANGLE OF 5 °44'29" TO A POINT
TO BE KNOWN AS "POINT A "; THENCE CONTINUING SOUTHEASTERLY ALONG
SAID CURVE 315.58 FEET THROUGH A CENTRAL ANGLE OF 14 "12'54" TO THE
BEGINNING OF A COMPOUND CURVE, THE RADIUS POINT OF WHICH BEARS
SOUTH 73 042'46° WEST ALONG 1072.00 FEET FROM SAID BEGINNING; THENCE
SOUTHEASTERLY ALONG SAID CURVE 165.72 FEET'THROUGH A CENTRAL ANGLE
OF 8 °51'26 "; THENCE SOUTH 7 °25'48" EAST 137.06 FEET TO THE BEGINNING OF
A CURVE CONCAVE WESTERLY AND HAVING A RADIUS OF 27.00 FEET; THENCE
SOUTHERLY ALONG SAID CURVE 14.24 FEET TO THE BEGINNING OF A NOW
TANGENT CURVE, THE RADIUS POINT OF WHICH BEARS NORTH 5 037'44" EAST
1748.06 FEET FROM SAID BEGINNING, SAID POINT TO BE KNOWN AS "POINT B ";
THENCE NORTHWESTERLY ALONG SAID CURVE 322.81 FEET THROUGH A
CENTRA ANGLE OF 10 °34'50" TO THE BEGINNING OF A COMPOUND CURVE, THE
RADIUS POINT OF WHICH BEARS NORTH 16 012'34" EAST 1092.17 FEET FROM
EXHIBIT A
SAID BEGINNING; THENCE NORTHWESTERLY ALONG SAID CURVE 118.99 FEET
THROUGH A CENTRAL ANGLE OF 6 °14'32 "; THENCE NORTH 67 °32'54" WEST
126.12 FEET; THENCE NORTH 68 °28'38" WEST 54.25 FEET TO A POINT TO BE
KNOWN AS "POINT C "; THENCE NORTH 13 903'10" EAST 15.42 FEET; THENCE
NORTH 1737'21" EAST 83.83 FEET; THENCE NORTH 25 °30'48" EAST 71.20 FEET;
THENCE NORTH 3448'54" EAST 67.09 FEET; THENCE NORTH 36 °35'37" EAST
293.40 FEET; THENCE NORTH 41 o18'40" EAST 118.28 FEET TO THE TRUE POINT
OF BEGINNING.
ALL AS MORE PARTICULARLY SHOWN ON THE SKETCH ATTACHED HERETO AND
BY REFERENQ21MADE A PART HEREOF. —�
J. . KAPP, P. RCE 22015
EX IRES: SEPTEMBER 30, 1997
O \0.53\MISC4.MW
SCALE: 1" = 150' ETCH SHEET 1 OF 1
TO ACCOMPANY LEGAL DESCRIPTION OF PARCELS
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ORANGE, STATE OF CALIFORNIA
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THOSE PORTIONS OF THE IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP
THEREOF RECORDED IN BOOK 1, PAGE 88, OF MISCELLANEOUS RECORD MAPS
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
PARCEL B (CALTRANS)
BEGINNING AT THE ABOVE DESCRIBED "POINT A "; THENCE SOUTH 39 °50'08"
EAST 17.19 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY
AND HAVING A RADIUS OF 1741.00 FEET; THENCE SOUTHEASTERLY ALONG SAID
CURVE 560.20 FEETTHROUGH A CENTRALANGLE OF 18 °26'09"; THENCE SOUTH
21 °23'59" EAST 124.55 FEET TO THE BEGINNING OF A NON- TANGENT CURVE,
THE RADIUS POINT OF WHICH BEARS SOUTH 00 011'20" WEST 1748.06 FEET
FROM SAID BEGINNING; THENCE WESTERLY ALONG SAID CURVE 165.97 FEET
THROUGH A CENTRAL ANGLE OF 5 026'24" TO THE ABOVE DESCRIBED "POINT B ";
THENCE ALONG THE EASTERLY LINE OF THE ABOVE DESCRIBED PARCEL A TO
"POINT A" AND THE POINT OF BEGINNING.
ALL AS MORE PARTICULARLY SHOWN ON THE SKETCH ATTACHED HERETO AND
BY REFERENCE'MADE A PART HEREOF.
J. KAPP, P
EXPIRES: SEI
a Aol.Mklkm mw
RCE 47 22015
BER 30, 1997
FXHTRTT
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No. 22015
Exp. 9 -30 -97
SCALE: 1" = 150'
SHEET 1 OF 1
TO ACCOMPANY LEGAL DESCRIPTION OF PARCELS
A, B AND C, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA
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r �
PARCE
•B•
O
v PARCEL \ \
15.42'
5
1J 1•- H I� , \ ,
57p1 sr �7, \ \ \
CQST {• L = 14.24' \ \\
z 1 J7. _ \ \ \.
J.
JP
moposm
9TOIW DRNN
EASEMENT
L
'a Tlr'13• '•.cor�•w f�-i \w' i ° - 05'26'z4•
pRpp R = 174606• \ L - 165.97
(uHi y�RSED BAY POINT •D• , L ° 466.7r -
�� j7Y DRIVE PEE Wr _
ry
.y�4g N R TH)Y
LNI; m
*U
ASL Consulting Engineers
ONE ^JENNER STREET 0606.057
THOSE PORTIONS OF THE IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP
THEREOF RECORDED IN BOOK 1, PAGE 88, OF MISCELLANEOUS RECORD MAPS
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
13ARCEL C (TRANSPORTATION CORRIDOR AGENCY)
BEGINNING AT THE ABOVE DESCRIBED "POINT Co;-THENCE NORTH 68 °28'38"
WEST 120.95 FEET; THENCE NORTH 14 023'55" WEST 28.86 FEET TO THE
BEGINNING OF A NON- TANGENT CURVE, THE RADIUS POINT OF WHICH BEARS
SOUTH 74 001'01" EAST 1519.00 FEET FROM SAID BEGINNING; THENCE
NORTHEASTERLY ALONG SAID CURVE 653.59 FEETTHROUGH A CENTRAL ANGLE
OF 24 °39'11"; THENCE NORTH 40 938'09" EAST 20.68 FEETTO THE BEGINNING OF
A CURVE, CONCAVE SOUTHERLY AND HAVING A RADIUS OF 37.00 FEET; THENCE
NORTHEASTERLY ALONG SAID CURVE 42.36 FEET THROUGH A CENTRAL ANGLE
OF 65 °35'21" TO THE BEGINNING OF A NON- TANGENT CURVE, THE RADIUS
POINT OF WHICH BEARS SOUTH 45 °59'17" WEST 1272.00 FEET FROM SAID
BEGINNING; THENCE SOUTHEASTERLY ALONG SAID CURVE 172.46 FEET
THROUGH A CENTRAL ANGLE OF 7 046'06" TO THE TRUE POINT OF BEGINNING
OF THE ABOVE DESCRIBED PARCEL A; THENCE SOUTHWESTERLY ALONG THE
NORTHWESTERLY LINE OF SAID ABOVE DESCRIBED PARCELATO "POINT Co AND
THE POINT OF BEGINNING.
ALL AS MORE PARTICULARLY SHOWN ON THE SKETCH ATTACHED HERETO AND
BY REFERENC"ADE A PART HEREOF. —�
YKAS� � %P . U RCE 2 PTEMBER 30, 1997
OCOGXM\w",�
EXHIBIT C
SCALE: 1" = 150'
V.
SHEET 1 OF 1
TO ACCOMPANY LEGAL DESCRIPTION OF PARCELS
A, B AND C, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA
<Z�7
0
4
/,FPOtNT
N74t11 pt •w
P.O.C:
0
J
S'ly CORNER OF THE NPfly 1/2
OF THE SE'ly 1/2 OF BLOCK 50
OF IRVINE'S SUBDIVISION
%= 65'3521'
2 = 37A0'�
= 42.36' . \�
6/\
i
o= osroru' \� T.P.O.B.yC /yF `nr
�
PONT *A' SD J
-r- 31�9QO�E
S. v ecb. U n
\
4 ! /
v
v PARCEL
OF
a
067Q2'
�2 ». q ._
\ 1 \
A = 3012'4 {\ \\
R = 27.00' -\.a \y
1= 14.24' \ \�
"B"
li
' 20.
PROPOSED
ST� DRAW
EASEMENT
I q = 76�I "I C > J22.BI�R•bl�t ^\ 1 p = 0576.24" % PROP p N ' 174a06' \ L = 165 9r
(t/Arl SEO 8AY Pou+T 'o' W I L = 40877' -
��S ty ORIVE NORWAY nl
bV O I"
ASL Consulting Engineers
ONE JENNfR STREET I I rn, nS
PARCEL
.C. ` t 2
2,
' U
v
v PARCEL
OF
a
067Q2'
�2 ». q ._
\ 1 \
A = 3012'4 {\ \\
R = 27.00' -\.a \y
1= 14.24' \ \�
"B"
li
' 20.
PROPOSED
ST� DRAW
EASEMENT
I q = 76�I "I C > J22.BI�R•bl�t ^\ 1 p = 0576.24" % PROP p N ' 174a06' \ L = 165 9r
(t/Arl SEO 8AY Pou+T 'o' W I L = 40877' -
��S ty ORIVE NORWAY nl
bV O I"
ASL Consulting Engineers
ONE JENNfR STREET I I rn, nS
• o4
FLETCHER JONES /CITY OF NEWPORT BEACH
TOTAL $173,802.00 $144,310.00 $318,112.00
EXHIBIT D
SITE SHARE
BAYVIEW WAY
TASK DESCRIPTION
(FLETCHER JON
SHARE (CNB)
TOTAL
Composite Site Plan Graphics
$1,500.00
$1,500.00
$3,000.00
EIR for Bayview Way
(Jamboree to MacArthur)
and Auto Dealership Site
$47,000.00
$47,000.00
$94,000.00
Typographical Mapping
and Boundary Surveying
$12,000.00
$12,000.00
$24,000.00
Engineering for Street and
Site Grading; Street
Improvements & Utility
Infrastructure
$35,000.00
$35,000.00
$70,000.00
Geotechnical Field
Investigation and Written
Report
$6,750.00
$6,750.00
$13,500.00
Level I Environmental
Analysis for Hazardous
Materials
$1,750.00
$1,750.00
$3,500.00
Permit Processing with
Federal & State Agencies
$8,000.00
$8,000.00
$16,000.00
Project Management
$30,000.00
$30,000.00
$60,000.00
Excavation for M. W.D. and
M.C.W.D. Mains
$1,810.00
$1,810.00
$3,620.00
Percolation Feasibility Study
$6,492.00
0
$6,492.00
Reproduction
$500.00
$500.00
$1,000.00
SUBTOTALS
$150,802.00
$144,310.00
$295,112.00
Real Estate Appraisal
(Caltrans Appraisal)
$21,000.00
0
$21,000.00
Title Report
$2.000.00
__ 0
$2.000.00
TOTAL $173,802.00 $144,310.00 $318,112.00
EXHIBIT D
SCALE: 1" = 150' ETCH SHEET 1 OF 1
TO ACCOMPANY LEGAL DESCRIPTION OF PARCELS
A, B AND C, IN THE CITY OF NEWPORT BEACH, COUNTY OF
ORANGE, STATE OF CALIFORNIA
P.O.C. '�s, S'ly CORNER OF THE NVIy 1/2
OF THE SE'Iy 1/2 OF BLOCK 50
OF IRVINE'S SUBDIVISION
,'7A 65'35'21'
L 12.36
R = 37.00'N, c9 1
= '
J•
e /�• SOS• �—:. \\ \ A�� e.�'•Jy., y V
/'2r° e / o= Isbru' \ �, �• �/-� �, T.P.0.8` liy L i
L = 135.75' 691/ 04. Fe rr
POINT •A• s� J
\ r 1
to PARCEL
m p09� U \ jy S P J
N7_1bt' / PONT •C r� '' .�/ aCao'" -jPC`, PARCEL
"B"
195 = '15.12310E v PARCEL
i I : ° PROPOSED
SIORM Q ✓� / R= 2).00r_`Ci \ \ \� o
EASEMENT
E ST
R , r Q6T{ �2• ! L = 11.21'
D = 16b1 i�• E � 322.811'P,ND
3 / v �. = 05 76'21•
H�pO SAD A L 165.9r
c
�£ 8 Paul �3• W N +8a7r -
yf4 T r ORlVFJ NORTN) Y
i
ASL Consulting Engineers
ONE JENNER STREET
0505 051
i- 0 r
I certify under the penalty of perjury that the notary seal on the
document to which this statement is attached reads as follows:
Name bf Notary: BARBARA FLEMING
Date Commission Expires: OCTOBER 20, 1999
Commission Number: 1075627
Vendor Number: NNA1
County where bond is filed: ORANGE
Place of Execution: IRVINE, CA
Date: MAY 28, 1996
By:
Jeff Lamm
CHICAGO TITLE COMPANY