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HomeMy WebLinkAbout15 - Newport Airport Village Planned Community Development Plan (PA2014-225)Q SEW Pp�T CITY OF z NEWPORT BEACH c�<,FORN'P City Council Staff Report September 22, 2020 Agenda Item No. 15 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Seimone Jurjis, Community Development Director - 949-644-3232, sjurjis@newportbeachca.gov PREPARED BY: Jim Campbell, Deputy Community Development Director jcampbell@newportbeachca.gov PHONE: 949-644-3210 TITLE: Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) ABSTRACT - A General Plan Amendment, Planned Community Development Plan (PCDP), and a Development Agreement that would allow for the future redevelopment of the 16.46 -acre property with up to 444 dwelling units (329 base units and 115 density bonus units) and 297,572 square feet of retail, office, and other airport supporting uses are before City Council for adoption. Approval of the proposal would include a request to override the Airport Land Use Commission's (ALUC) inconsistency determination with the Airport Environs Land Use Plan (AELUP) for John Wayne Airport. RECOMMENDATION: a) Conduct a public hearing; b) Adopt Resolution No. 2020-83, A Resolution of the City Council of the City of Newport Beach, California, Finding the Newport Airport Village Planned Community Development Located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive; and 4525, 4533, and 4647 MacArthur Boulevard Consistent with the Purposes of the State Aeronautics Act and Overriding the Orange County Airport Land Use Commission's Determination that it is Inconsistent with the Airport Environs Land Use Plan for the John Wayne Airport (PA2014-225); c) Adopt Resolution No. 2020-84, A Resolution of the City Council of the City of Newport Beach, California, Adopting General Plan Amendment No. GP2014-004 and Waiving General Plan Policies LU 6.15.7 and LU 6.15.13 for the Newport Airport Village Planned Community Development Located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive; and 4525, 4533, and 4647 MacArthur Boulevard (PA2014-225); 15-1 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 22, 2020 Page 2 d) Waive full reading, direct the City Clerk to read by title only, and adopt Ordinance No. 2020-22, An Ordinance of the City Council of the City of Newport Beach, California, Approving Zoning Code Amendment No. CA2014-009 and Planned Community Development Plan No. PC2020-002 Establishing the Newport Airport Village Planned Community Development Plan Located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive; and 4525, 4533, and 4647 Macarthur Boulevard (PA2014-225); and e) Waive full reading, direct the City Clerk to read by title only, and adopt Ordinance No. 2020-23, An Ordinance of the City Council of the City of Newport Beach, California, Approving Development Agreement No. DA2014-003 for the Newport Airport Village Planned Community Development for the Property Located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive; and 4525, 4533, and 4647 Macarthur Boulevard (PA2014- 225) . FUNDING REQUIREMENTS: As part of the Development Agreement, the Developer has agreed to pay a $6,000,000 public benefit fee, $2,500,000 park in -lieu fee, and $1,000,000 public safety fee. This results in a net positive fiscal impact of $9,500,000. INTRODUCTION: Proiect Settin The 16.46 -acre project site is generally located southeast of John Wayne Airport, a commercial and general aviation airport that is owned and operated by the County of Orange. The site is west of MacArthur Boulevard, south of Campus Drive, north of Birch Street, and about 550 feet north of Dove Street. The project site is currently developed with a variety of commercial uses, including retail, restaurants, rental vehicle facilities and office buildings. The project site is within the Airport Area of the City and currently has a General Plan Land Use Plan Category of Airport Office (AO). Additionally, the project site is zoned OA (Office Airport) that allows uses consistent with the Land Use Plan Category. Surrounding land uses include various multiple -story professional and medical office buildings, a five -story apartment building, multiple hotels, retail businesses, restaurants vehicle sales and repairs, and vehicle rental agencies. In addition to these uses, the John Wayne Airport (JWA), a commercial and general aviation airport, which is owned and operated by the County of Orange, is located to the west and north of the site. 15-2 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 22, 2020 Page 3 �9 - pC` OF` - T s, s � / Legend Figure 1 - Project Boundaries Project Description Saunders Property Company c/o Starpointe Ventures ("Applicant") seeks approval of a General Plan Amendment, Zoning Code Amendment, Planned Community Development Plan, and a Development Agreement. The Applicant's request does not include specific development projects at this time, but rather is for legislative approvals only. Should the subject applications be approved by the City Council, future development would require the processing of a site development review application and be required to comply with the development and use standards set forth in the PCDP. A complete breakdown of the project description and analysis of the applications is contained in the September 8, 2020, City Council staff report (Attachment E). DISCUSSION: On September 8, 2020, the City Council conducted a public hearing on the project. During which, the Council discussed the merits of the project, the terms of the development agreement, and if the project would have an impact on the City's RHNA. In addition to the applicant, two members of the public addressed the Council. The concerns expressed by the public included the adoption of the EIR addendum and the amount of affordable housing being provided. At the conclusion of the hearing, the City Council voted 6-1 to adopt Resolution No. 2020-78 (Attachment F) adopting an addendum to two previous environmental impact reports satisfying environmental review consistent with the California Environmental Quality Act (CEQA). 15-3 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 22, 2020 Page 4 Additionally, the City Council introduced Ordinance Nos. 2020-22 and 2020-23 to approve a Zoning Code Amendment and Planned Community Development Plan for the Newport Airport Village project and to approve a development agreement between the City of Newport Beach and the developer. Airport Environs Land Use Plan The project site falls within the airport planning area of the Airport Environs Land Use Plan (AELUP) for the John Wayne Airport. Section 4.3 of the AELUP and Section 21676(b) of the Public Utilities Code (PUC) requires the City submit the project to the Airport Land Use Commission (ALUC) for a consistency determination with the AELUP. ALUC conducted a hearing on the matter on July 16, 2020 (Attachment G), to which staff and the project proponent attended. ALUC voted (6-0) to find the project is inconsistent with the AELUP based on noise, safety, and height (Attachment H). It is important to note that since the General Plan was found consistent with the AELUP in 2006, the City has submitted 16 projects to ALUC (Attachment 1) for consideration, which includes the proposed Newport Airport Village project. ALUC found that 13 of the projects were consistent with the AELUP and three were not (including this project). As a result of this determination, on July 28, 2020 the City Council adopted Resolution No. 2020-73 to notify ALUC and the State Division of Aeronautics of the City's intent to override ALUC's finding, as afforded to the City in PUC Section 21676(b). Notice of Council's action was sent to ALUC and the Division of Aeronautics on July 30, 2020, which initiated a 45 -day comment period on the intent to override. This comment period expired on September 13, 2020. Both ALUC and the Division of Aeronautics submitted responses to the Notice of Intent to Override, which are discussed below. As a final review authority on legislative acts, the City Council may choose to override ALUC's determination. Should the Council wish to approve the project, they will need to adopt the resolution to override by a two-thirds vote (i.e. five of the seven councilmembers). In considering this project, ALUC found that the proposal was not consistent with the AELUP due to issues with noise, safety, and height. Noise The AELUP uses the Community Noise Equivalent Level (CNEL) system for measuring noise impacts, which is a weighted average of noise over time. The John Wayne Airport 65 dB CNEL noise contour transects the Property, running from north to south with approximately half of the project site located within the 65-dBA CNEL noise contour and the other half located within the 60-dBA CNEL noise contour. A measurement of 65-dBA CNEL is generally considered too noisy for residential developments. For areas within the 65-dBA CNEL noise contour, the AELUP does not support residential development. However, for areas outside of the 65-dBA CNEL noise contour, residential development is permitted, provided the units have sufficient sound attenuation. 15-4 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 22, 2020 Page 5 To meet these standards, the PCDP prohibits residential developments within the 65-dBA CNEL noise contour. For dwelling units outside of the contour, the PCDP requires all dwelling units be designed to provide an interior ambient noise level that does not exceed 45-dBA between 7 a.m. and 10 p.m. and 40-dBA between 10 p.m. and 7 a.m. Furthermore, all prospective purchasers and tenants are required to be notified about potential noise generated from John Wayne Airport. It is important to note that these restrictions are also included in the goals and policies of Newport Beach General Plan Noise Element, which the ALUC found to be consistent with the AELUP in 2006. Based on this, staff is of the opinion that allowing residential development outside of the 65-dBA CNEL noise contour is consistent with the AELUP and overriding the ALUC's finding would be appropriate. Safety Portions of the project site are located with Safety Zone 3 for John Wayne Airport, with the remainder located in Safety Zone 6. According to the AELUP, Zone 3 precludes high density residential, however, commercial development is allowed. Zone 6, which is less restrictive than Safety Zone 3, allows all residential uses and commercial development (excepting high intensities uses, such as outdoor stadiums). Staff believes that the PCDP is consistent with the safety zone requirements as it explicitly prohibits residential dwelling units within Safety Zone 3. Moreover, the proposed permitted uses within the PCDP are already permitted uses under the OA zone. Uses such as offices, retail, restaurants, and fitness center are currently permitted on the site. Although entitlement requirements may change for some uses, approval of the project does not add new nonresidential uses, intensities, or densities to the areas within Safety Zone 3. The remainder of the site is within Safety Zone 6, which according to the AELUP has "generally low likelihood of accident occurrence." Basic compatible qualities listed in the AELUP include residential uses and most nonresidential uses, excluding very high intensity uses, such as outdoor stadiums. In consistency with these allowances, the PCDP permits residential uses within the zone, as well as a variety of low intensity nonresidential uses. ALUC also expressed a concern about overflight of the property. As part of their analysis of the project, ALUC provided overflight maps from two days in January 2020. While these maps show overflight of 19 planes on January 19, 2020 and 40 flights on January 23, 2020, a visual analysis of the maps shows that a majority of the overflight occurs over the southern portion of the site. This part of the site is within Safety Zone 3 and would have a maximum height of 54 feet deemed no threat to air navigation by the Federal Aviation Administration (FAA). Further analysis of the maps indicates that only four flights traverse the northern portions of the site, which is where residential would be permitted, on January 19, 2020, and six flights on January 23, 2020. Altitudes are not provided on the individual flight tracks, as such it is not clear the height of the flights that cross the residential area. Notwithstanding this, the FAA conducted an aeronautical study for the Project consistent with the Federal Aviation Regulations. 15-5 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 22, 2020 Page 6 The FAA issued a "Determination of No Hazard to Air Navigation," thereby finding structures that are built to the maximum allowable height under the PCDP will not exceed obstruction standards and would not be a hazard to air navigation. It is staff's opinion that provided the project complies with the FAA's requirements, approval of the Newport Airport Village PCDP will not create a safety hazard and overriding the ALUC finding is warranted. Height In determining height limits, AELUP Section 2.1.3 provides that the Federal Aviation Regulations are the only definitive standard available and are the standard most generally used. This section of the AELUP also identifies the FAA as the single "Authority" for analyzing project impact on airport or aeronautical operations, or navigational -aid siting, including interference with navigational -aids or published flight paths and procedures along with reporting results of such studies and project analyses. The FAA initially issued a "Determination of No Hazard to Air Navigation" based on an 80 -foot maximum height. ALUC expressed concerns that the PCDP was proposing to allow an 85 -foot maximum height. Since the ALUC hearing, the Applicant worked with the FAA to provide a more specific analysis, which analyzed four points for each of the planning areas. This resulted in FAA issuing a "Determination of No Hazard to Air Navigation" for a maximum height of 85 feet for Planning Area 1 on July 29, 2020 (Attachment J). This was followed by a "Determination of No Hazard to Air Navigation" for a maximum height of 54 feet for Planning Area 2 on August 5, 2020 (Attachment K). It is important to note that the allowable height for Planning Area 2 within the proposed PCDP has been amended to 54 feet in accordance with this determination. The 2010 Zoning Code Update included Section 20.30.060(C)(2)(e) (High Rise Height Area) of the Newport Beach Municipal Code and Map H-1 (High Rise and Shoreline Height Limit Areas) which authorizes a 300 -foot height limit in the High -Rise Height Area (Attachment L). On August 19, 2010, ALUC found the 2010 Zoning Code Update to be consistent with the AELUP. The high-rise area allows nonresidential buildings to be built on the site with a maximum height of 300 feet, subject to the provision of the AELUP. Under the provisions of the AELUP and current zoning allowances, a new nonresidential building would be permitted on the site up to a maximum height of 200 feet without ALUC review of the development, provided the FAA approves the height. The proposed height limits for Planning Areas 1 and 2 are 85 feet and 54 feet, respectively. This is to say that under the current regulations, a nonresidential building could be built on the site at the same height limits being proposed with the PCDP. Considering the current height limitation of the site, the FAA's finding and the ALUC previous consistency finding, staff believes that overriding the ALUC finding on height would be proper. 15-6 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 22, 2020 Page 7 ALUC Response to Notice of Intent In their letter, dated August 27, 2020 (Attachment M), ALUC reiterated their concerns and finding for inconsistency with the AELUP, which is discussed in detail above. They acknowledge the residential portion of the development is not within the 65-dBA CNEL noise contour; however, it is adjacent to the 65-dBA contour. ALUC is concerned that this proximity would create a noise impact to future residents. As previously noted, according to the AELUP, residential development is an allowable use outside of the 65-dBA CNEL noise contour and the proposed planned community development plan requires notification of future residents of airport -related noise consistent with the AELUP. The AELUP does not suggest additional setback requirements from the contour line. From a safety standpoint, ALUC continues to express concerns with the potential number of people on the site. They additionally noted concerns with the overflight of the site and average altitude of planes that fly over the site. The majority of the overflight occurs over Safety Zone 3, which will maintain the same permitted uses that are currently allowed on the site, whereas the residential development would be in Safety Zone 6. According to the AELUP, Safety Zone 6 has "generally low likelihood of accident occurrence." ALUC notes that if the City approves the override, the California Business and Professions Code Section 11010 requires a notice be provided to all future owners and tenants on the site regarding the proximity to the airport. Pursuant to Section II(E)(12) of the PCDP, such notice is required as prior to the sale, lease, or rental of a rental unit. Division of Aeronautics Response to Notice of Intent Caltrans Division of Aeronautics provided a response to the notice of intent on August 28, 2020 (Attachment N). Echoing the same concerns with noise, safety, and height as ALUC, the Division states the facts in support provided by the City do not warrant the override. In order to override ALUC's finding, the City Council must find that the project is consistent with Public Utilities Code Sections 21670(a)(1) and 21670(a)(2), which state: 21670(a)(1) - It is in the public interest to provide for the orderly development of each public use airport in this state and the area surrounding these airports so as to promote the overall goals and objectives of the California airport noise standards adopted pursuant to Section 21669 and to prevent the creation of new noise and safety problems. 21670(a)(2) - It is the purpose of this article to protect public health, safety, and welfare by ensuring the orderly expansion of airports and the adoption of land use measures that minimize the public's exposure to excessive noise and safety hazards within areas around public airports to the extent that these areas are not already devoted to incompatible uses. As noted throughout this section of the staff report, Staff believes the proposed project complies with provisions of the AELUP, does not create a new noise or safety problem, nor does it increase the public's exposure to excessive noise or safety hazards. 15-7 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 22, 2020 Page 8 SB 18 — Tribal Consultation Pursuant to SB 18 (Chapter 905, Statutes of 2004), the City is required to consult with California Native American tribes that are on the contact list maintained by the Native American Heritage Commission (NAHC) prior to amending the General Plan. The intent of the consultation is to facilitate a meaningful discussion between the City and California Native American tribes to preserve specified places, features, and objects that are located within the city or county's jurisdiction through the implementation of the General Plan. Of the seven tribes on the NAHC list for the area that were invited to consult, only the Gabrieleno Band of Mission Indians - Kizh Nation requested consultation. Tribal representatives submitted maps and descriptions that indicate the site could be near or within traditional sacred village sites and/or major traditional trade routes, resulting in the potential of Tribal Cultural Resources being located within the soil, in which grading of the site could have an impact upon. However, staff has had a difficult time reaching a mutual agreement on how to address the potential impacts with the Kizh Nation tribe due to a lack of response from tribal representatives to City inquiries. A timeline of the communication is contained in Exhibit O. 1. The NAHC Tribal Consultation Guidelines state that the consultation process can be complete when either of the following occur: The parties to the consultation come to a mutual agreement concerning the appropriate measures for preservation or mitigation; or 2. Either the local government or tribe, acting in good faith and after reasonable effort, concludes that mutual agreement cannot be reached concerning appropriate measures of preservation or mitigation. Due to the lack of response, the City was unable to obtain a mutual agreement with the Gabrieleno Band of Mission Indians - Kizh Nation. Staff believes that the City has acted in good faith and has exhausted all reasonable efforts to reach an agreement. Accordingly, pursuant to the second provision, staff has concluded the consultation process. Notwithstanding this, staff acknowledges the potential to impact tribal resources during grading operations of the site. The General Plan provides several policies to avoid these impacts (Attachment P). Further, staff will include conditions of approval (Attachment Q) with future entitlements on the site to address the concerns. 15-8 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 22, 2020 Page 9 ENVIRONMENTAL REVIEW: On September 8, 2020, the Council adopted Resolution No. 2020-78, thereby approving Environmental Impact Report Addendum No. ER2020-02, which was prepared for the Project in compliance with the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and City Council Policy K-3. On the basis of the entire environmental review record, the Project will not result in any new significant impacts that were not previously analyzed in the Program Environmental Impact Report (PEIR) for the General Plan 2006 Update (SCH No. 2006011119) or the Supplemental Environmental Impact Report (SEIR) for the 2014 update to the Land Use Element of the General Plan (SCH No. 2013101064). The potential impacts associated with this Project would either be the same or less than those described in either the PEIR or SEIR that have been appropriately mitigated. In addition, there are no substantial changes to the circumstances under which the Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the PEIR or SEIR, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified. A copy of the addendum can be found at http://www.newportbeachca.gov/cega. NOTICING: Notice of this hearing was published in the Daily Pilot, mailed to all owners of property within 300 feet of the boundaries of the site (excluding intervening rights-of-way and waterways), posted along the boundaries of the site, and an email select alert was sent to email subscribers of the Planning Division's notification list. The item also appears on the agenda for this meeting, which was posted at City Hall and on the City Website. ATTACHMENTS: Attachment A — Resolution No. 2020-83 Overriding ALUC Attachment B — Resolution No. 2020-84 Approving the General Plan Amendment Attachment C — Ordinance No. 2020-22 Attachment E — City Council Staff Report, Dated September 8, 2020 Attachment F — Resolution No. 2020-78 Attachment G — ALUC Staff Report, Dated July 16, 2020 Attachment H — ALUC Letter of Determination Attachment I — Previous ALUC Consistent Findings Attachment J — FAA "Determination of No Hazard to Air Navigation" for Planning Area 1 Attachment K — FAA "Determination of No Hazard to Air Navigation" for Planning Area 2 Attachment L — Map H-1 (High Rise and Shoreline Height Limit Areas) Attachment M — ALUC Response Letter, Dated August 27, 2020 Attachment N — Division of Aeronautics Response Letter, Dated August 28, 2020 Attachment O — SB 18 Timeline Attachment P — General Plan Polices Attachment Q — Sample Conditions of Approval 15-9 ATTACHMENT A RESOLUTION NO. 2020- 83 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, FINDING THE NEWPORT AIRPORT VILLAGE PLANNED COMMUNITY DEVELOPMENT LOCATED AT 4341, 4361, AND 4501 BIRCH STREET; 4320, 4340, 4360, 4400, 4500, 4620, 4540, 4570, 4600 AND 4630 CAMPUS DRIVE; AND 4525, 4533, AND 4647 MACARTHUR BOULEVARD CONSISTENT WITH THE PURPOSES OF THE STATE AERONAUTICS ACT AND OVERRIDING THE ORANGE COUNTY AIRPORT LAND USE COMMISSION'S DETERMINATION THAT IT IS INCONSISTENT WITH THE AIRPORT ENVIRONS LAND USE PLAN FOR THE JOHN WAYNE AIRPORT (PA2014-225) WHEREAS, Section 200 of the City of Newport Beach ("City") Charter vests the City Council with the authority to make and enforce all laws, rules and regulations with respect to municipal affairs subject only to the restrictions and limitations contained in the Charter and the State Constitution, and the power to exercise, or act pursuant to any and all rights, powers, and privileges, or procedures granted or prescribed by any law of the State of California; WHEREAS, an application was filed by Saunders Property Company ("Applicant") with respect to property located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600 and 4630 Campus Drive; and 4525, 4533, and 4647 MacArthur Boulevard within the northerly portion of the Campus Tract, generally bounded by Birch Street, Campus Drive, MacArthur Boulevard and the extension of Corinthian Way, legally described on Exhibit A, which is attached hereto and incorporated herein by reference ("Property"); WHEREAS, the Property is designated AO (Airport Office and Supporting Uses) by the City of Newport Beach General Plan ("General Plan") Land Use Element and is located within the OA (Office -Airport) Zoning District; WHEREAS, the Applicant proposes a Planned Community Development Plan that would allow redevelopment of the 16.46 -acre Property with up to 329 residential dwelling units, exclusive of any density bonus as allowed pursuant to California Government Code Section 65915 and up to 297,572 square feet of office, retail, and commercial use ("Project") which require the following approvals from the City: 15-10 Resolution No. 2020 - Page 2 of 10 • General Plan Amendment (GP2014-004) ("GPA") — A request to amend the General Plan Land Use Designation of the Property from AO (Airport Office and Supporting Uses) to MU -H2 (Mixed -Use Horizontal 2) and to amend Table LU2 (Anomaly Locations) to add Anomaly No. 86 to allow for the development of 329 dwelling units, exclusive of any permitted density bonus, and 297,572 square feet of commercial uses; • Zoning Code Amendment (CA2014-009) — A request to change the zoning designation of the Property from OA (Office Airport) to PC -60 (Newport Airport Village Planned Community); • Planned Community Development Plan (PC2020-002) — A request to adopt the Newport Airport Village Planned Community Development Plan ("PCDP") which sets the development design and use standards for the Property; • Development Agreement (DA2014-003) ("Development Agreement") — A request for a development agreement between the Applicant and the City, which would provide vested rights to develop the Property, while also providing negotiated public benefits; and • Addendum to the 2006 General Plan Update and the 2014 General Plan Land Use Element Amendment Environmental Impact Reports (ER2020-002) — Pursuant to the California Environmental Quality Act ("CEQA"), the Addendum to the 2006 General Plan Update Program Environmental Impact Report ("PEIR") and 2014 General Plan Land Use Element Supplemental Environmental Impact Report ("SEIR") will address reasonably foreseeable environmental impacts resulting from the Project; WHEREAS, the Project is not located in the coastal zone; therefore, amending the Local Coastal Program or a coastal development permit is not required; WHEREAS, a telephonic study session was held on April 23, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19 to introduce the Project to the Planning Commission; 15-11 Resolution No. 2020 - Page 3 of 10 WHEREAS, a telephonic public hearing was held by the Planning Commission on June 4, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearing was given in accordance with California Government Code Section 54950 et seq. ("Ralph M. Brown Act") and Chapter 20.62 (Public Hearings) of the Newport Beach Municipal Code ("NBMC"). Evidence, both written and oral, was presented to, and considered by, the Planning Commission at this public hearing; WHEREAS, at the hearing, the Planning Commission adopted Resolution No. PC2020-020 by a unanimous vote (6 ayes, 0 nays) recommending the City Council approve the Project; WHEREAS, due to the proposed amendments to the General Plan and the Property's zoning regulations, California Public Utilities Code Section 21676(b) requires the City to refer the Project to the Orange County Airport Land Use Commission ("ALUC") for a determination of the Project's consistency with the Airport Environs Land Use Plan ("AELUP") for the John Wayne Airport; WHEREAS, on July 16, 2020, the ALUC voted (6 ayes, 0 nays) finding the Project inconsistent with the AELUP; WHEREAS, pursuant to California Public Utilities Code Sections 21670 and 21676, the City Council may, after a public hearing, propose to override ALUC by a two- thirds vote of the City Council, if it makes specific findings that the Project is consistent with California Public Utilities Code Section 21670 purpose of protecting the public health, safety, and welfare by ensuring the orderly expansion of airports and the adoption of land use measures that minimize the public's exposure to excessive noise and safety hazards within areas around public airports to the extent that these areas are not already devoted to incompatible uses; WHEREAS, on July 28, 2020, the City Council adopted Resolution No. 2020-73 by a unanimous vote (7 ayes, 0 nays), to notify the Orange County Airport Land Use Commission and the State Division of Aeronautics of the City's intent to override ALUC's inconsistency finding. A Notice of Intent, along with Resolution No. 2020-73 was sent via certified mail and email to the Orange County Airport Land Use Commission and the State Division of Aeronautics on July 30, 2020; and 15-12 Resolution No. 2020 - Page 4 of 10 WHEREAS, telephonic public hearings were held by the City Council on September 8, 2020 and September 22, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearings were given in accordance with Public Utilities Code Section 21676(b), the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 20.56 (Planning Community District Procedures) and 20.62 (Public Hearings) of the NBMC. Evidence, both written and oral, was presented to, and considered by, the City Council at these public hearings. NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows: Section 1: The City Council finds the Project is consistent with the legislative purpose set forth in California Public Utilities Code Section 21670(a)(2) of protecting the public health, safety, and welfare by ensuring the orderly expansion of airports and the adoption of land use measures that minimize the public's exposure to excessive noise and safety hazards within areas around public airports to the extent that these areas are not already devoted to incompatible uses. Facts in Support 1. The Project is consistent with the noise standards of the AELUP. The AELUP guides development proposals to provide for the orderly development of John Wayne Airport and the surrounding area through implementation of the standards in AELUP Section 2 (Planning Guidelines) and Section 3 (Land Use Policies). Implementation of these standards are intended to protect the public from the adverse effects of aircraft noise, ensure that people and facilities are not concentrated in areas susceptible to aircraft accidents, and ensure that no structures or activities adversely affect navigable airspace. The AELUP makes use of the Community Noise Equivalent Level ("CNEL") system for measuring noise impacts. The John Wayne Airport 65 decibels ("dB") CNEL noise contour transects the Property, running from north to south with approximately half of the project area located within the 65 A -weighted decibels ("dBA") CNEL noise contour and the other half located within the 60 dBA CNEL noise contour. Section 3.2.3 (Noise Impact Zone "1" - High Noise Impact (65 dB CNEL and above)) of the AELUP notes commercial, industrial, and recreational are acceptable uses, however, residential development is not supported within the 65 dB CNEL noise contour. Conversely, Section 3.2.4 (Noise Impact Zone "2" - Moderate Noise Impact (60 dB CNEL or greater, less than 65 dB CNEL)) of the AELUP, where the other half of the Project lies, allows residential development, 15-13 Resolution No. 2020 - Page 5 of 10 provided that the units have sufficient sound attenuation. In accordance with these policies, the PCDP prohibits residential developments within Noise Impact Zone "1" but allows residential developments within Noise Impact Zone "2". The PCDP requires all dwelling units provide an interior ambient noise level that does not exceed 45 dBA between 7:00 a.m. and 10:00 p.m. and 40 dBA between 10:00 p.m. and 7:00 a.m. Additionally, in the event a neighborhood park is developed, notification to future residents and the public will be required by way of posting signs in outdoor open areas and recreation areas. The Newport Beach General Plan Noise Element, which the ALUC found to be consistent with the AELUP in 2006, requires residential development in the Airport Business Area to be located outside of the 65 dBA CNEL noise contour and requires residential developers to notify purchasers or tenants of aircraft overflight and noise. As previously noted, the PCDP prohibits residential development within the 65 dBA contour line and requires prospective purchasers and tenants to be notified about potential noise generated from John Wayne Airport. 2. The Project is consistent with the Safety Standards of the AELUP. Safety compatibility zones are set forth in Section 2.1.2 (Safety Compatibility Zones) of the AELUP. Safety and compatibility zones depict which land uses are acceptable in various portions of John Wayne Airport. Portions of the Project are located with Safety Compatibility Zone 3, with the remainder located in Safety Compatibility Zone 6 for Runway 2R and 20L (formerly 1 R and 19L). The Project is located within Safety Compatibility Zone 6 for Runway 2L and 20R (formerly 1 L and 19R). Zone 3 precludes high density residential, however, commercial development is allowed. Zone 6, which is less restrictive than Safety Zone 3, allows all residential uses and commercial development (excepting high intensities uses, such as outdoor stadiums). Moreover, the proposed permitted uses within the PCDP are already permitted uses under the OA (Office -Airport) zone. Uses such as offices, retail, restaurants, and fitness center are currently permitted on the Property. Although entitlement requirements may change for some uses, approval of the Project does not add new nonresidential uses, intensities, or densities to the areas within Safety Zone 3. To protect the public health, safety and welfare, the PCDP prohibits residential developments within Safety Zone 3. The remainder of the Property is within Safety Zone 6, which according to the AELUP has "generally low likelihood of accident occurrence." Basic compatible qualities listed in the AELUP for Safety Zone 6 include residential uses. 15-14 Resolution No. 2020 - Page 6 of 10 3. The project is consistent with the height standards of the AELUP. AELUP Section 2.1.3 (Building Height Restrictions) sets forth building height restrictions. This Section provides that ALUC consider only one standard as provided in the 14 Code of Federal Regulations ("C.F.R.") Part 77 (also referred to as the Federal Aviation Regulations). AELUP Section 2.1.3 provides that the Federal Aviation Regulations are the only definitive standard available and the standard most generally used. AELUP Section 2.1.3 (Building Height Restrictions) identifies the Federal Aviation Administration ("FAA") as the single "Authority" for analyzing project impact on airport or aeronautical operations, or navigational -aid siting, including interference with navigational -aids or published flight paths and procedures along with reporting results of such studies and project analyses. While the FAA initially issued a "Determination of No Hazard to Air Navigation" based on an 80 foot maximum height. ALUC expressed concerns that the PCDP was proposing to allow an 85 foot maximum height. Since the ALUC hearing, the Applicant worked with the FAA to provide a more specific analysis, which analyzed four points for each of the planning areas. This resulted in FAA issuing a "Determination of No Hazard to Air Navigation" for a maximum height of 85 feet for Planning Area 1 on July 29, 2020. This was followed by a "Determination of No Hazard to Air Navigation" for a maximum height of 54 feet for Planning Area 2 on August 5, 2020. It is important to note that the allowable height for Planning Area 2 within the proposed PCDP has been amended to 54 feet in accordance with this determination. On August 19, 2010, ALUC found the revisions to Title 20 (Planning and Zoning) of the Newport Beach Municipal Code ("2010 Zoning Code Update") to be consistent with the AELUP. The 2010 Zoning Code Update included Section 20.30.060(C)(2)(e) (High Rise Height Area) of the NBMC and Map H-1 (High Rise and Shoreline Height Limit Areas). The high rise area allows nonresidential buildings to be built on the site with a maximum height of 300 feet, subject to the provision of the AELUP. Under the provisions of the AELUP and current zoning allowances, a new nonresidential building would be permitted on the Property up to a maximum height of 200 feet without ALUC review of the development, provided the FAA approves the height. The proposed height limits for Planning Areas 1 and 2 are 85 feet and 54 feet, respectively. Therefore, under the current regulations, a nonresidential building could be built on the Property at the same height limits being proposed with the PCDP, which results in the Project having no further impact than the current zoning. Section 2: The City Council finds the ALUC's determination that the Project is inconsistent with the AELUP is not based on substantial evidence that was introduced, commented on, or identified in support of the inconsistency finding. 15-15 Resolution No. 2020 - Page 7 of 10 Facts in Support 1. The ALUC staff report noted the proposed PCDP is inconsistent with the AELUP regarding noise, height, and safety zones. The staff report was presented to the Airport Land Use Commission on July 16, 2020; however, no additional information was presented beyond what was contained in the written staff report. 2. The ALUC staff report states the Project is not consistent with Section 2.1.1 (Aircraft Noise) that the "aircraft noise emanating from airports may be incompatible with general welfare of the inhabitants within the vicinity of an airport." As noted in Section 1 of this Resolution, the John Wayne Airport 65 dB CNEL noise contour transects the Property, running from north to south and approximately half of the project area is located within the 65 dBA CNEL contour. Section 3.2.3 (Noise Impact Zone "1" - High Noise Impact (65 dB CNEL and above)) of the AELUP notes commercial, industrial, and recreational are acceptable uses; however, this section "does not support residential development within the 65 dB CNEL noise contour." Conversely, Section 3.2.4 (Noise Impact Zone "2" - Moderate Noise Impact (60 dB CNEL or greater, less than 65 dB CNEL)) of the AELUP allows residential development, provided the units have sufficient sound attenuation. In consistency with these policies, the PCDP prohibits residential developments within Noise Impact Zone 1". For residential developments within Noise Impact Zone "2", the PCDP required that all dwelling units provide an interior ambient noise level that does not exceed 45 dBA between 7:00 a.m. and 10:00 p.m., 40 dBA between 10:00 p.m. and 7:00 a.m. Additionally, should a neighborhood park be provided, notification to future residents and the public by posting signs in outdoor open areas and recreation area will be required. No information was included in the staff report or presented during the ALUC hearing that demonstrates otherwise. 3. The ALUC staff report further states the project is not consistent with Section 2.1.2 (Safety Compatibility Zones) in which "the purpose of these zones is to support the continued use and operation of an airport by establishing compatibility and safety standards to promote air navigational safety and to reduce potential safety hazards for persons living, working or recreating near JWA." The basic compatibility qualities for each of the safety zones are classified in Table 9B (Safety Compatibility Qualities) of Appendix D of the AELUP. Safety Zone 3 precludes residential development and avoids nonresidential development that has moderate to high usage intensities. The PCDP is consistent with the requirement as Section II(B) explicitly prohibits residential dwelling units within Safety Zone 3. Further, the permitted nonresidential uses include lower intensity retail and offices uses, as well as, uses that are currently allowed in the OA (Office -Airport) zone. The remainder of the Property is within Safety Zone 6, which according to the AELUP has "generally low likelihood of 15-16 Resolution No. 2020 - Page 8 of 10 accident occurrence." Basic compatible qualities include residential uses and most nonresidential uses, excluding very high intensity uses, such as outdoor stadiums. Consistent with these allowances, the PCDP permits residential uses within the zone, as well as a variety of low -intensity nonresidential uses. The ALUC staff report does not provide evidence that the Project would be inconsistent with the allowed uses of each of the AELUP safety zones. Instead, the staff report notes that allowing residential uses would not be prudent due to overflight. Notwithstanding this, the FAA prepared an aeronautical study to consider the Project, which includes a maximum height of 85 feet above ground level ("AGL"); and 125 feet above mean sea level ("AMSC") for Planning Area 1 and a maximum height of 54 feet AGL; and 98 feet above AMSL for Planning Area 2. These studies resulted in the FAA issuing a Determination of No Hazard to Air Navigation. 4. The ALUC staff report further states the Project is not consistent with Section 2.1.3 (Building Height Restrictions) which states that the results of an aeronautical study conducted by the FAA will be utilized to help determine if a structure will have an adverse effect on the airport or on aeronautical operations." The FAA conducted multiple aeronautical studies for the Project consistent with FAA Part 77 Regulations. The FAA issued a "Determination of No Hazard to Air Navigation" for Planning Area 1 on July 29, 2020, and for Planning Area 2 on August 5, 2020; thereby finding structures that do not exceed the maximum allowable height limits within the PCDP would not exceed obstruction standards nor create a hazard to air navigation. The FAA reviewed the following heights: 44 feet site elevation ("SE"); 85 feet AGL; and 129 feet AMSL for Planning Area 1; and 54 feet AGL and 98 feet AMSL for Planning Area 2. The FAA further found that marking and lighting of the Project is not necessary for aviation safety. The PCDP is consistent with the FAA's findings, as it has a maximum allowable height of 85 feet AGL for Planning Area 1 and 54 feet AGL for Planning Area 2. 15-17 Resolution No. 2020 - Page 9 of 10 Section 3: Environmental Impact Report Addendum No. ER2020-02 was prepared for the Project in compliance with CEQA codified in California Public Resources Code Section 21000 et seq., the State CEQA Guidelines, and City Council Policy K-3. On the basis of the entire environmental review record, the Project will not result in any new significant impacts that were not previously analyzed in the PEIR for the 2006 General Plan Update (SCH No. 2006011119) or the SEIR for the 2014 General Plan Land Use Element Update (SCH No. 2013101064). The potential impacts associated with this Project would either be the same or less than those described in either the PEIR or SEIR that have been appropriately mitigated. In addition, there are no substantial changes to the circumstances under which the Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the PEIR or SEIR, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified. In accordance with Section 15164 of the CEQA Guidelines, the City Council adopted Resolution No. 2020-78, thereby adopting an addendum to the previously adopted PEIR and SEIR. Resolution No. 2020-78, including all findings contained therein, is hereby incorporated by reference. Section 4: The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution. Section 5: If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The City Council hereby declares that it would have passed this resolution, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional. 15-18 Resolution No. 2020 - Page 10 of 10 Section 6: This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution. ADOPTED this 22nd day of September, 2020 Will O'Neill Mayor ATTEST: Leilani I. Brown City Clerk APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE / ff aron C. Harp City Attorney Attachment: Exhibit A — Legal Description 15-19 EXHIBIT "A" Legal Description ADDRESS APN LEGAL DESCRIPTION 4361 Birch Street, 427-121-23 THE LAND REFERRED TO HEREIN BELOW IS SITUATED NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF Newport Beach CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOTS 7, 8, 9 AND 10 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. SAID LAND IS ALSO SHOWN AS PARCEL 1 ON LOT LINE ADJUSTMENT 93-5, RECORDED DECEMBER 8, 1993 AS INSTRUMENT NO. 93-0854901, OFFICIAL RECORDS. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE GRANT DEED 15-20 ADDRESS APN LEGAL DESCRIPTION RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996, OFFICIAL RECORDS. 4540 Campus 427-111-03 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 18 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE, AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, 15-21 ADDRESS APN LEGAL DESCRIPTION RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR DRIVEWAY PURPOSES OVER THE WESTERLY 12 FEET OF THE NORTHERLY 60 FEET OF LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THAT CERTAIN DECLARATION OF ACCESS EASEMENT, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92440213 OF OFFICIAL RECORDS, UPON THE TERMS AND CONDITIONS AS THEREIN PROVIDED 4340 Campus 427-121-07 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 29 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 TO 30 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94-0085581 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, 15-22 ADDRESS APN LEGAL DESCRIPTION DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94- 0085581 OF OFFICIAL RECORDS 4400 Campus 427-121-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 31 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 130, PAGE(S) 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91-702340, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, 15-23 ADDRESS APN LEGAL DESCRIPTION LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91- 702340, OF OFFICIAL RECORDS 4570 Campus 427-111-04 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAND COUNTY. EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND ALL UNDERGROUND WATER IN OR UNDER OR WHICH MAY BE PRODUCED FROM SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND 500 FEET FROM THE PRESENT SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION AND TAKING OF SAID MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER FROM SAID LAND BY MEANS OF MINES, WELLS, DERRICKS, OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND OR LYING OUTSIDE OF THE ABOVE DESCRIBED LAND, IT BEING UNDERSTOOD THAT THE OWNER OF SUCH MINERALS, OIL GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER AS SET FORTH ABOVE, SHALL HAVE NO RIGHT TO ENTER UPON THE SAID LAND OR ANY PORTION THEREOF ABOVE SAID PLANE PARALLEL TO AND 500 FEET BELOW THE PRESENT SURFACE OF TI EE SAID LAND FOR ANY PURPOSE WHATSOEVER. AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION IN THE DEED RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107963 OF OFFICIAL RECORDS. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692 AS AMENDED AND RESTATED IN AN INSTRUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, BOTH OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: 15-24 ADDRESS APN LEGAL DESCRIPTION NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENT, DATED JUNE 17, 1992, AND RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92- 440213 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4341 Birch Street 427-121-14 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 6 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91- 720058 OF OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED 15-25 ADDRESS APN LEGAL DESCRIPTION DECEMBER 31, 1991 AS INSTRUMENT NO. 91-720058 OF OFFICIAL RECORDS. APN: 427-121-14 4500 and 4520 427-111-01, THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Campus Drive 427-111-02 CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, and 427- STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, 121-10 CA PARCEL 1 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 60, PAGE 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 4600 Campus 427-111-05 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 16 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE ON THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107971, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED 15-26 ADDRESS APN LEGAL DESCRIPTION OR LEASED BY GRANTOR WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107971, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AMENDED AND RESTATED OR ACCESS EASEMENTS (MACARTHUR/CAMPUS)", DATED MARCH 25, 1992, RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4360 Campus 427-121-08 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 30 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25, 26, 27, 28, 29 AND 30 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY CALIFORNIA. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT 15-27 ADDRESS APN LEGAL DESCRIPTION AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. 4501 Birch Street 427-111-10 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 12 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190. PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR. ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92- 015047, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR 15-28 ADDRESS APN LEGAL DESCRIPTION OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92-015047, OFFICIAL RECORDS. PARCEL 2: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT; THENCE NORTH 290 52'01" WEST 327.33 FEET TO THE MOST WESTERLY CORNER OF SAID LOT; THENCE NORTH 52° 01'58" EAST 24.24 FEET ALONG THE NORTHWESTERLY LINE OF SAID LOT TO THE NORTHWESTERLY PROLONGATION OF A LINE PARALLEL WITH AND NORTHEASTERLY 24.00 FEET FROM THE SOUTHWESTERLY LINE OF SAID LOT; THENCE SOUTH 290 52' 10" EAST 331.81 FEET ALONG SAID PROLONGATION, SAID PARALLEL LINE AND THE SOUTHERLY PROLONGATION THEREOF TO A POINT ON A CURVE IN THE SOUTHERLY LINE OF SAID LOT, SAID CURVE BEING CONCAVE SOUTHERLY, HAVING A RADIUS OF 272.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 240 48' 17" WEST; THENCE WESTERLY 24.03 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 03'44" OF THE POINT OF BEGINNING. 4630 Campus 427-111-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 15 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, 10 15-29 ADDRESS APN LEGAL DESCRIPTION MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT HOWEVER, THE RIGHT TO DRILL MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107967, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AM ENDED AND RESTATED DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS) DATED MARCH 25, 1992 RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED " RECIPROCAL EASEMENT AGREEMENT AND CONSENT' DATED OCTOBER 14, 1999 RECORDED NOVEMBER 19, 1999 AS INSTRUMENT NO. 19990805278, AND AMENDED BY THE CERTAIN DOCUMENT ENTITLED "WAIVER AND AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT" DATED AUGUST 24, 2015 RECORDED AUGUST 28, 2015 AS INSTRUMENT NO. 2015000446662 IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. 4525, 4533 and 427-111-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE 4647 MacArthur CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Boulevard STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, PARCEL 1: CA LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGE(S) 11 TO 13 INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING 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 11 15-30 ADDRESS APN LEGAL DESCRIPTION THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692, OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO, 92-247260, OFFICIAL RECORDS, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (BIRCH/MACARTHUR)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92- 101691 OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247259 12 15-31 ADDRESS APN LEGAL DESCRIPTION OFFICIAL RECORDS IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4320 Campus 427-121-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 28 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION, BY DEED RECORDED MAY 6, 1994 AS INSTRUMENT NO. 94-317183 OF OFFICIAL RECORDS. 13 15-32 ATTACHMENT B RESOLUTION NO. 2020-184 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, ADOPTING GENERAL PLAN AMENDMENT NO. GP2014-004 AND WAIVING GENERAL PLAN POLICIES LU 6.15.7 AND LU 6.15.13 FOR THE NEWPORT AIRPORT VILLAGE PLANNED COMMUNITY DEVELOPMENT LOCATED AT 4341, 4361, AND 4501 BIRCH STREET; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600 AND 4630 CAMPUS DRIVE; AND 4525, 4533, AND 4647 MACARTHUR BOULEVARD (PA2014-225) WHEREAS, Section 200 of the City of Newport Beach ("City") Charter vests the City Council with the authority to make and enforce all laws, rules and regulations with respect to municipal affairs subject only to the restrictions and limitations contained in the Charter and the State Constitution, and the power to exercise, or act pursuant to any and all rights, powers, and privileges, or procedures granted or prescribed by any law of the State of California; WHEREAS, an application was filed by Saunders Property Company ("Applicant") with respect to property located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600 and 4630 Campus Drive; and 4525, 4533, and 4647 MacArthur Boulevard within the northerly portion of the Campus Tract, generally bounded by Birch Street, Campus Drive, MacArthur Boulevard and the extension of Corinthian Way, legally described on Exhibit A, which is attached hereto and incorporated herein by reference ("Property"); WHEREAS, the Property is designated AO (Airport Office and Supporting Uses) by the City of Newport Beach General Plan ("General Plan") Land Use Element and is located within the OA (Office -Airport) Zoning District; WHEREAS, the Applicant proposes a Planned Community Development Plan that would allow redevelopment of the 16.46 -acre Property with up to 329 residential dwelling units, exclusive of any density bonus as allowed pursuant to California Government Code Section 65915 and up to 297,572 square feet of office, retail, and commercial use ("Project") which require the following approvals from the City: • General Plan Amendment (GP2014-004) ("GPA") — A request to amend the General Plan Land Use Designation of the Property from AO (Airport Office and Supporting Uses) to MU -H2 (Mixed -Use Horizontal 2) and to amend Table LU2 (Anomaly Locations) to add Anomaly No. 86 to allow for the development of 329 dwelling units, exclusive of any permitted density bonus, and 297,572 square feet of commercial uses; 15-33 Resolution No. 2020 - Page 2 of 18 • Zoning Code Amendment (CA2014-009) — A request to change the zoning designation of the Property from OA (Office Airport) to PC -60 (Newport Airport Village Planned Community); • Planned Community Development Plan (PC2020-002) — A request to adopt the Newport Airport Village Planned Community Development Plan ("PCDP") which sets the development design and use standards for the Property; • Development Agreement (DA2014-003) ("Development Agreement") — A request for a development agreement between the Applicant and the City, which would provide vested rights to develop the Property, while also providing negotiated public benefits; and • Addendum to the 2006 General Plan Update and the 2014 General Plan Land Use Element Amendment Environmental Impact Reports (ER2020-002) — Pursuant to the California Environmental Quality Act ("CEQA"), the Addendum to the 2006 General Plan Update Program Environmental Impact Report ("PEIR") and 2014 General Plan Land Use Element Supplemental Environmental Impact Report ("SEI R") will address reasonably foreseeable environmental impacts resulting from the Project; WHEREAS, the Project is not located in the coastal zone; therefore, amending the Local Coastal Program or a coastal development permit is not required; WHEREAS, a telephonic study session was held on April 23, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19 to introduce the Project to the Planning Commission; WHEREAS, a telephonic public hearing was held by the Planning Commission on June 4, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearing was given in accordance with California Government Code Section 54950 et seq. ("Ralph M. Brown Act") and Chapter 20.62 (Public Hearings) of the Newport Beach Municipal Code ("NBMC"). Evidence, both written and oral, was presented to, and considered by, the Planning Commission at this public hearing; WHEREAS, at the hearing, the Planning Commission adopted Resolution No. PC2020-020 by a unanimous vote (6 ayes, 0 nays) recommending the City Council approve the Project; 15-34 Resolution No. 2020 - Page 3 of 18 WHEREAS, due to the proposed amendments to the General Plan and the Property's zoning regulations, California Public Utilities Code Section 21676(b) requires the City to refer the Project to the Orange County Airport Land Use Commission ("ALUC") for a determination of the Project's consistency with the Airport Environs Land Use Plan ("AELUP") for the John Wayne Airport; WHEREAS, on July 16, 2020, the ALUC voted (6 ayes, 0 nays) finding the Project inconsistent with the AELUP; WHEREAS, pursuant to California Public Utilities Code Sections 21676(b), the City Council adopted Resolution No. 2020-_, thereby finding the Project is consistent with the purpose of the State Aeronautics Act and overriding the finding of inconsistency with the AELUP; and WHEREAS, telephonic public hearings were held by the City Council on September 8, 2020 and September 22, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearings were given in accordance with Public Utilities Code Section 21676(b), the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 20.56 (Planning Community District Procedures) and 20.62 (Public Hearings) of the NBMC. Evidence, both written and oral, was presented to, and considered by, the City Council at these public hearings. NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows: Section 1: The City Council has considered the recommendation of the Planning Commission and determined that modifications to the Project made by the City Council, if any, are not major changes that require referral back to the Planning Commission for consideration and recommendation. Section 2: Amendments to the General Plan are a legislative act. Neither Title 20 (Planning and Zoning) of the NBMC, the Charter of the City of Newport Beach, nor California Government Code Section 65350 et seq. set forth any required findings for either approval or denial of amendments to the General Plan. Notwithstanding the foregoing, the proposed amendments are consistent with the General Plan. 15-35 Resolution No. 2020 - Page 4 of 18 Facts in Support 1. The request is to amend the General Plan Land Use designation from AO (Airport Office and Supporting Services) to MU -H2 (Mixed -Use Horizontal 2). According to the General Plan, "The MU -H2 designation applies to properties located in the Airport Area. it provides for a horizontal intermixing of uses that may include regional commercial office, multifamily residential, vertical mixed-use buildings, industrial, hotel rooms, and ancillary neighborhood commercial uses." The PCDP would provide for a combination of residential development, airport supporting uses, and a variety of commercial land uses consistent with the description of the MU -H2 land use category. 2. The GPA does not eliminate existing or future land uses to the overall detriment of the community given the Property's size, location, and surrounding uses. Designating the Property to MU -H2 (Mixed -Use Horizontal 2) without the development capacity allows the Property to be developed with residential or mixed-use development consistent with other sites in the Airport Area. 3. The GPA is consistent with the following General Plan policies: a. Land Use Element Policy LU 1.1 - Unique Environment. Maintain and enhance the beneficial and unique character of the different neighborhoods, business districts, and harbor that together identify Newport Beach. Locate and design development to reflect Newport Beach's topography, architectural diversity, and view sheds. The PCDP enhances the distinct, urban character of the Airport Area by providing a means for replacing parking lots and small-scale commercial structures with attractive and functional mixed-use development, in line with the General Plan goal of transitioning the Airport Area to a mixed-use community. The Property is not in or near any of the City's areas featuring the harbor, unique topography, or view sheds. The Project would introduce a mix of land uses, including residential units to the Property consistent with the uses and urbanized character of the JWA area and the MU -H2 (Mixed -Use Horizontal 2) designation. b. Land Use Element Policy LU 2.3 - Range of Residential Choices. Provide opportunities for the development of residential units that respond to community and regional needs in terms of density, size, location, and cost. implement goals, policies, programs, and objectives identified within the City's Housing Element. 15-36 Resolution No. 2020 - Page 5 of 18 The Project will provide up to 444 dwelling units, which includes 329 base units and 115 density bonus units. To ensure the units are provided for multiple income categories, the PCDP requires a mixed of market rate units and affordable units, which shall be provided at the following rates: a minimum of 5% of units for very -low income households, or a minimum of 10% of units for low-income households, or a minimum 10% of units for moderate -income households within a common -interest development. C. Land Use Element Policy LU 3.8 - Project Entitlement Review with Airport Land Use Commission. Refer the adoption or amendment of the General Plan, Zoning Code, specific plans, and Planned Community development plans for land within the John Wayne Airport planning area, as established in the JWA Airport Environs Land Use Plan (AELUP), to the Airport Land Use Commission (ALUC) for Orange County for review, as required by Section 21676 of the California Public Utilities Code. In addition, refer all development projects that include buildings with a height greater than 200 feet above ground level to the ALUC for review. The Project is within the boundaries of the AELUP. The overseeing agency, ALUC, must review the proposed General Plan Amendment and PCDP pursuant to Government Code § 65302.3 and Public Utilities Code § 21676. The purpose of the review is to determine the Project's consistency with the AELUP prior to the City Council taking action on the Project. The residential units would be limited to a 6.02 -acre portion of the 16.46 -acre project site that is subject to noise ranging between 60 decibels ("dB") Community Noise Equivalent Level ("CNEL") and less than 65 dB CNEL and not located within JWA Safety Zone 3. All residential types are deemed "conditionally consistent" with nearby aircraft operations by AELUP provided sound attenuation is provided and notification of future residents and the public is posted. The PCDP includes regulations for sound attenuation and the posting of signs in outdoor common areas and a neighborhood park if developed. The residential portion of the Project is located in JWA Safety Zone 6 and the AELUP allows residential uses in that zone. The PCDP does not introduce any new noise - sensitive uses that are inconsistent with AELUP Noise Impact Zones or compatibility qualities of the AELUP Safety Zones. The PCDP allows for multi -family residential uses, including affordable units, offering a variety of product types that can respond to market needs and diversify the City's housing stock. d. Land Use Element Policy LU 5. 1.1 - Compatible but Diverse Development. Establish property development regulations for residential projects to create compatible and high-quality development that contributes to neighborhood character. 15-37 Resolution No. 2020 - Page 6 of 18 The PCDP includes development standards and residential design guidelines to create a compatible and high-quality mixed-use development that contributes to the emerging urban neighborhood character of the Airport Area. e. Land Use Element Policy LU 5.4.1- Site Planning. Require that new and renovated office and retail development projects be planned to exhibit a high-quality and cohesive "campus environment," characterized by the following: • Location of buildings around common plazas, courtyards, walkways, and open spaces, • Incorporation of extensive on-site landscaping that emphasizes special features such as entryways, • Use of landscape and open spaces to break the visual continuity of surface parking lots, • Common signage program for tenant identification and wayfinding, • Common streetscapes and lighting to promote pedestrian activity, • Readily observable site access, entrance drives and building entries and minimized conflict between service vehicles, private automobiles, and pedestrians. The development of the Planned Community will result in high quality, cohesive development of residential, office and retail uses based upon the PCDP regulations. Pedestrian and bicycle connections are required between the residential areas and non- residential areas, primary access to the residential buildings will face a public right-of-way or central courtyard, and signs will be reviewed to ensure compatibility with the development. f. Land Use Element Policy LU 6.15.1 - Land Use Districts and Neighborhoods. Provide for the development of distinct business park, commercial, and airport -serving districts and residential neighborhoods that are integrated to ensure a quality environment and compatible land uses. High quality, integrated development, including mixed-use, residential, office, and retail uses, is addressed through the Land Use and Development Regulations (Section II), Architectural Design Considerations (Section III), and Residential Design Guidelines (Section IV) sections of the PCDP provide a comprehensive set of standards and guidelines to implement this policy. 15-38 Resolution No. 2020 - Page 7 of 18 g. Land Use Element Policy LU 6.15.2 - Underperforming Land Uses. Promote the redevelopment of sites with underperforming retail uses located on parcels at the interior of large blocks for other uses, with retail clustered along major arterials (e.g., Bristol, Campus, MacArthur, and Jamboree), except where intended to serve and be integrated with new residential development. The PCDP facilitates the reuse of underperforming properties by allowing the addition of mixed-use and residential use. Land Use and Development Regulations (Section II), Architectural Design Considerations (Section III), and Residential Design Guidelines (Section IV) provide a comprehensive set of standards and guidelines to promote high- quality new development. h. Land Use Element Policy LU 6.15.3 - Airport Compatibility. Require that all development be constructed in conformance with the height restrictions set forth by Federal Aviation Administration (FAA), Federal Aviation Regulations (FAR) Part 77, and Caltrans Division of Aeronautics, and that residential development be located outside of the 65 dBA CNEL noise contour specified by the 1985 JWA Master Plan. The Project would be constructed in conformance with the FAA's height restrictions, and all residential development would be located outside the 65 A -weighted decibel ("dBA") CNEL noise contour and outside the boundaries of Safety Zone 3 where high density residential development is not allowed. The Applicant received a "Determination of No Hazard to Air Navigation" from the FAA which would allow for the development of up to 85 feet above ground level ("AGL") in height for Planning Area 1 and 54 feet AGL for Planning Area 2. i. Land Use Element Policy LU 6.15.4 - Priority Uses. Accommodate office, research and development, and similar uses that support the primary office and business park functions such as retail and financial services, as prescribed for the "CO -G" designation, while allowing for the re -use of properties for the development of cohesive residential villages that are integrated with business park uses. Office and commercial uses would be compatible with residential uses in accordance with the Land Use and Development Regulations (Section II) and Architectural Design Considerations (Section III) of the PCDP. Residential uses would support local retail, restaurants, and services. The PCDP design and connectivity requirements would integrate residential and non-residential uses and ensure adequate circulation and parking within the PCDP. 15-39 Resolution No. 2020 - Page 8 of 18 j. Land Use Element Policy LU 6.15.5 - Residential and Supporting Uses. Accommodate the development of a maximum of 2,200 multi -family residential units, including work force housing, and mixed-use buildings that integrate residential with ground level office or retail uses, along with supporting retail, grocery stores, and parklands. Residential units may be developed only as the replacement of underlying permitted nonresidential uses. When a development phase includes a mix of residential and nonresidential uses or replaces existing industrial uses, the number of peak hour trips generated by cumulative development of the site shall not exceed the number of trips that would result from development of the underlying permitted nonresidential uses. However, a maximum of 550 units may be developed as infill on surface parking lots or areas not used as occupiable buildings on properties within the Conceptual Development Plan Area depicted on Figure LU22 provided that the parking is replaced on site. The GPA and PCDP provides development capacity and standards for mixed-use development. The proposed development limit is 329 dwelling units (plus up 115 density bonus when affordable housing is provided) and 297,572 square feet for commercial development. The Property is not located within the Conceptual Development Plan Area depicted on Figure LU22, and therefore, any residential units allocated to the Property are not part of the 550 infill units allocated to the Conceptual Development Plan Area As described in Chapter 3 of the Addendum to the PEIR and SEIR, the Project's residential uses would replace some of the permitted underlying commercial development capacity. Specifically, the 329 units would replace 60,926 square feet of permitted retail commercial uses using the City -approved Airport Area Residential and Mixed -Use Adjustment factors, which was prepared by the City Traffic Engineer to ensure that the number of peak hour trips generated by the redevelopment of the Property would not exceed the number of trips attributable to the existing permitted non-residential uses. Any density bonus units, up to 115 units in this case are above and beyond what the General Plan allocates in accordance with Chapter 20.32 (Density Bonus) of the Newport Beach Municipal Code and State law. Two (2) projects have been previously approved within the Airport Area to date that accommodate 1,181 of the available 2,200 dwelling units allocated to the MU -H2 (Mixed Use Horizontal 2) designation. With approval of the 329 dwelling units for this Project, 1,510 dwelling units have been allotted, leaving 690 units available for other MU -H2 (Mixed -Use Horizontal 2) designated properties in the Airport Area. See Table 1. 15-40 Resolution No. 2020 - Page 9 of 18 Tile 1,— Airport Area Residential Units Base Units :.. Project Residential Devsloptnent Dens�iy Totals Allo�catlon Replacement Additive Total Bonus With - Units Units Units Units :; Density General Plan Development Limit 1650 550 21200 MU -H2 Approved Projects Uptown Newport 1 632 290 922 322 1,244 Newport Crossings 1 259 0 259 91 1 350 Newport Airport Village 329 0 329 115 444 Remaining Development 430 260 690 Allocation k. Land Use Element Policy LU 6.15.6 - Size of Residential Villages. Allow development of mixed-use residential villages, each containing a minimum of 10 acres and centered on a neighborhood park and other amenities (as conceptually illustrated in Figure LU23). The first phase of residential development in each village shall encompass at least 5 gross acres of land, exclusive of existing rights-of-way. This acreage may include multiple parcels provided that they are contiguous or face one another across an existing street. At the discretion of the City, this acreage may also include part of a contiguous property in a different land use category, if the City finds that a sufficient portion of the contiguous property is used to provide functionally proximate parking, open space, orotheramenity. The "Conceptual Development Plan" area shown on Figure LU22 shall be exempt from the 5 -acre minimum, but a conceptual development plan described in Policy LU 6.15. 11 shall be required. The Property is 16.46 acres in total area and does not include a centered public park. The Property is not identified on Figure LU22 or Figure LU23. The first phase, Planning Area 1, allows residential and mixed-use development. It is 7.14 acres and would be developed in one phase. The remaining area would be developed in subsequent phases after existing commercial leases expire. The Applicant requests the City Council waive the park dedication requirement pursuant to Policy LU 6.15.13 and instead, pay the park in -lieu fee. If the City Council waives the dedication requirement, the Project is consistent with this policy. L Land Use Element Policy LU 6.15.7 - Overall Density and Housing Types. Require that residential units be developed at a minimum density of 30 units and maximum of 50 units per net acre averaged over the total area of each residential village. Net acreage shall be exclusive of existing and new rights-of-way, public pedestrian ways, and 15-41 Resolution No. 2020 - Page 10 of 18 neighborhood parks. Within these densities, provide for the development of a mix of building types ranging from townhomes to high-rises to accommodate a variety of household types and incomes and to promote a diversity of building masses and scales. The residential component of the Project is 329 units (without density bonus units) within the 16.46 -acre residential village and the density is approximately 20 du/ac and below the minimum 30 du/ac standard. If the density bonus units were included, the result would be approximately 27 du/ac. Meeting the requirements of LU 6.15.7 is limited by the 16.46 - acre Property's proximity to JWA and the noise and safety requirements provided in the AELUP. Specifically, the portion of the Property that sits within the 65 dBA CNEL noise contour prohibits residential use in that portion of the Property. Additionally, the Property is partially constrained by JWA Safety Zones 3 that limits residential uses to very low densities if not deemed unacceptable because of noise. As a result, the residential component of the Project which is provided in Planning Area 1 consists of 7.14 acres situated outside both the 65 dBA CNEL noise contour and Safety Zone 3 where residential use would be allowed consistent with the AELUP. To comply with the Policy LU 6.15.7, 493 units would need to be constructed on 6.02 acres resulting in a density of 81.9 du/ac units per acre without including potential density bonus units which would exceed the maximum allowable density. Although the residential density as proposed is not consistent with LU 6.15.7, California's Density Bonus Law (California Government Code Section 65915(e)(1)) authorizes an applicant to request a waiver of a development standard that would have the effect of precluding projects eligible for a density bonus. Waiver of height standards, number of stories and setbacks to accommodate Project amenities such as an interior courtyard, community plaza and high ceilings have been interpreted as physical constraints that warrant waiver under Section 65915(e)(1). Wollmer v. City of Berkeley, (2011) 193 Cal. App. 4t" 1329. With the waiver of LU 6.15.7 pursuant to Government Code §65915(e)(1), the 30-50 du/acre over the total area of each residential village would not be required. However, the Project would create a 46 du/acre development, not including the density bonus units in Planning Area 1, which is within the intended density range of the Policy LU 6.15.7. M. Land Use Element Policy LU 6.15.8 - First Phase Development Density. Require a residential density of 45 to 50 units per net acre, averaged over the first phase for each residential village. This shall be applied to 100 percent of properties in the first phase development area whether developed exclusively for residential or integrating service commercial horizontally on the site or vertically within a mixed-use building. On individual sites, housing development may exceed or be below this density to encourage a mix of housing types, provided that the average density for the area encompassed by the first phase is achieved. 15-42 Resolution No. 2020 - Page 11 of 18 The PCDP is divided into two (2) planning areas. Planning Area 1 allows residential and mixed-use development within its 7.14 acres. Three hundred twenty-nine dwelling units constructed over 7.14 acres results in a density of 46 du/acre, which is consistent with LU 6.15.8. Planning Area 2 allows commercial development only within its 9.32 acres. n. Land Use Element Policy LU 6.15.9 - Subsequent Phase Development Location and Density. Subsequent phases of residential development shall abut the first phase or shall face the first phase across a street. The minimum density of residential development (including residential mixed-use development) shall be 30 units per net acre and shall not exceed the maximum of 50 units per net acre averaged over the development phase. The residential component of the PCDP in Planning Area 1 would be developed in one phase and checked for consistency with this requirement. Planning Area 2 only includes non-residential development. Since there are no subsequent residential phases, compliance with LU 6.15.9 is not at issue. o. Land Use Element Policy LU 6.15.12 - Development Agreements. A Development Agreement shall be required for all projects that include infill residential units. The Development Agreement shall define the improvements and public benefits to be provided by the developer in exchange for the City's commitment for the number, density, and location of the housing units. The Project includes Development Agreement DA2014-003 with public benefits. Additionally, the improvements, number of units, density and location of the housing units more particularly provided for through the PCDP. p. Land Use Element Policy LU 6.15.13 - Neighborhood Parks Standards. To provide a focus and identity for the entire neighborhood and to serve the daily recreational and commercial needs of the community within easy walking distance of homes, require dedication and improvement of at least 8 percent of the gross land area (exclusive of existing rights-of-way) of the first phase development in each neighborhood, or % acre, whichever is greater, as a neighborhood park. This requirement may be waived by the City where it can be demonstrated that the development parcels are too small to feasibly accommodate the park or inappropriately located to serve the needs of local residents, and when an in -lieu fee is paid to the City for the acquisition and improvement of other properties as parklands to serve the Airport Area. In every case, the neighborhood park shall be at least 8 percent of the total Residential Village Area or one acre in area, whichever is greater, and shall have a minimum dimension of 150 feet. Park acreage shall be exclusive of existing or new rights-of-way, 15-43 Resolution No. 2020 - Page 12 of 18 development sites, or setback areas. A neighborhood park shall satisfy some or all of the requirements of the Park Dedication Ordinance, as prescribed by the Recreation Element of the General Plan. No park is proposed, and the Applicant asks the City Council to waive the requirement. The Applicant believes the location proximate to John Wayne Airport is inappropriate to serve the needs of the area and they have agreed to pay an in -lieu fee consistent with this policy. A significant portion of the Property is impacted by high noise levels such that locating a park within may not be appropriate to serve the needs of local residents. Additionally, predominant uses in Planning Area 2 are vehicle storage lots for car rental agencies operating with long-term leases. Air quality in the area and the limited residential density planned for the Airport Area are also factors suggesting a new public park within the Property may not be appropriate nor serve the needs of local residents. If the park dedication was required, the best potential location would be within Planning Area 1 outside the 65 dBA noise contour and JWA Safety Zone 3 further reducing the available land for residential or mixed-use development. In this scenario, a 1 -acre dedication of 6.02 acres of relatively unconstrained land is a significant percentage of the area potentially available for residential use. If the dedication were required in conjunction with the first phase density bonus development, the cost of the dedication could render the density bonus financially infeasible. Pursuant to the exception set forth in LU 6.15.13, these factors provide sufficient grounds for the City Council to waive the dedication requirement and, instead, provide an in -lieu fee. q. Land Use Element Policy LU 6.15.14 - Location. Require that each neighborhood park is clearly public in character and is accessible to all residents of the neighborhood. Each park shall be surrounded by public streets on at least two sides (preferably with on - street parking to serve the park), and shall be linked to residential uses in its respective neighborhood by streets or pedestrian ways. No public park is proposed, and the Applicant askes the City Council to waive the neighborhood park dedication requirement pursuant to Policy 6.15.13 and, instead, pay an in -lieu fee. If the City Council acts to waive the park dedication, this policy would not apply. r. Land Use Element Policy LU 6.15.15 - Aircraft Notification. Require that all neighborhood parks be posted with a notification to users regarding proximity to John Wayne Airport and aircraft overflight and noise. 15-44 Resolution No. 2020 - Page 13 of 18 No public park is proposed, and the Applicant askes the City Council to waive the neighborhood park dedication requirement pursuant to Policy 6.15.13 and, instead, pay an in -lieu fee. If the City Council acts to waive the park dedication, this policy would not apply. S. Land Use Element Policy LU 6.15.16 - On -Site Recreation and Open Space Standards. Require developers of multi -family residential developments on parcels 8 acres or larger to provide on-site recreational amenities. For these developments, 44 square feet of on-site recreational amenities shall be provided for each dwelling unit in addition to the requirements under the City's Park Dedication Ordinance and in accordance with the Parks and Recreation Element of the General Plan. On-site recreational amenities can consist of public urban plazas or squares where there is the capability for recreation and outdoor activity. These recreational amenities may also include swimming pools, exercise facilities, tennis courts, and basketball courts. Where there is insufficient land to provide on-site recreational amenities, the developer shall be required to pay cash in -lieu that would be used to develop or upgrade nearby recreation facilities to offset user demand as defined in the City's Park Dedication Fee Ordinance. The acreage of on-site open space developed with residential projects may be credited against the parkland dedication requirements where it is accessible to the public during daylight hours, visible from public rights-of-way, and is of sufficient size to accommodate recreational use by the public. However, the credit for the provision of on-site open space shall not exceed 30 percent of the parkland dedication requirements. Section II of the PCDP requires 75 square feet of common open space per dwelling unit in a future residential or mixed-use project and it exceeds the minimum standard. Separate from the City's park dedication and/or in -lieu requirement under the General Plan, Chapter 19.52 (Park Dedications and Fees) of the NBMC requires park dedication and/or in -lieu fees in accordance with California Government Code Section 66477 et seq. also referred to as the Quimby Act. However, Chapter 19.52 only applies to subdivisions or condominiums. While the Applicant plans the construction of apartments that would not generate a park dedication requirement, condominium development would be allowed by the PCDP. Should a condominium project be proposed, it would be subject to NBMC Chapter 19.52's park dedication and/or fee requirements. Should a future residential development include publicly accessible open space that meets the policy criteria, the Applicant could request a credit toward parkland dedication requirements (if any). Please refer to the discussion of Policy LU 6.15.13 for additional analysis regarding park dedication requirements. 15-45 Resolution No. 2020 - Page 14 of 18 t. Land Use Element Policy LU 6.15.17 - Street and Pedestrian Grid. Create a pattern of streets and pedestrian ways that breaks up large blocks, improves connections between neighborhoods and community amenities, and is scaled to the predominantly residential character of the neighborhoods. Any new streets and pedestrian ways in the PCDP would be designed to break up large blocks, improve connections and links between uses and be scaled to the residential component in Planning Area 1, as described in the Land Use and Development Regulations (Section II) and Architectural Design Considerations (Section III), of the PCDP. The City would confirm compliance during future Site Development Review process. U. Land Use Element Policy LU 6.15.21 - Required Spaces for Primary Uses. Consider revised parking requirements that reflect the mix of uses in the neighborhoods and overall Airport Area, as well as the availability of on -street parking. Future development will be required to comply with City of Newport Beach Municipal Code parking requirements, including Section 20.32.040 (Parking Requirements in Density Bonus Projects) of the NBMC. The City will confirm compliance with these standards during Site Development Review. 4. City Council Policy A-18 (Guidelines for Implementing Charter Section 423 (Measure S Guidelines)) requires that proposed GPAs be reviewed to determine if a vote of the electorate would be required pursuant to Section 423 of the City Charter. If a GPA (separately or cumulatively with other GPAs within the previous ten (10) years) generates more than one hundred (100) peak hour trips (a.m. or p.m.), adds forty thousand (40,000) square feet of nonresidential floor area, or adds more than one hundred (100) dwelling units in a statistical area, a vote of the electorate would be required following City Council approval of the GPA. a. The Property is located in Statistical Area L4. The GPA would change the land use designation only and not result in an increase in development. The 329 dwelling units requested are already included in the MU -H2 (Mixed -Use Horizontal 2) development capacity of 2,200 dwelling units and no increase in allowed floor area is proposed. Consequently, there is no increase in a.m. or p.m. peak hour trips pursuant to the Institute of Transportation Engineers ("ITE") trip rates included as Exhibit B of City Council Policy A-18. As a result, the GPA is not classified as a major amendment requiring a vote of the electorate should the City Council choose to approve the GPA. 15-46 Resolution No. 2020 - Page 15 of 18 5. Pursuant to California Government Code Section 65352.3 (SB18), a local government is required to contact the appropriate tribes identified by the Native American Heritage Commission ("NAHC") each time it considers a proposal to adopt or amend the General Plan. If requested by any tribe, the local government must consult for the purpose of preserving or mitigating impacts to cultural resources. The tribal contacts were provided notice on April 29, 2020. California Government Code Section 65352.3 requires notification 90 days prior to Council action to allow tribal contacts to respond to the request to consult. As a result of the notice, only the Gabrieleno Band of Mission Indians - Kizh Nation requested consultation. The City has made a reasonable attempt to complete consultation, but to no avail. The following is timeline of the communication with the Gabrieleno Band of Mission Indians - Kizh Nation: • April 28, 2020: The initial notice was sent to the California Native American tribes. • April 30, 2020: The City received an email from Gabrieleno Band of Mission Indians - Kizh Nation requesting consultation to occur on July 2, 2020. • May 4, 2020: City responds via email to confirm the consultation date of July 2, 2020. • July 2, 2020: Tribal representatives were unavailable for consultation. The consultation was rescheduled to July 7, 2020. • July 7, 2020: A telephonic consultation between staff and tribal representatives occurred. • July 17, 2020: The City received an email from the tribal representatives containing information to support their concerns with respect to grading. • August 5, 2020: City responds to tribal representatives, requesting input if existing General Plan policies would suffice. No response was received. • August 14, 2020: Staff sent a follow-up email to the August 5, 2020. No response was received. • August 25, 2020: Staff sent a second follow-up email to the August 5, 2020. No response was received. • September 3, 2020: Staff sent a third follow-up email to the August 5, 2020, to which the Tribe responded that they will review the policies; however, no further communication was received. 15-47 Resolution No. 2020 - Page 16 of 18 The 2005 State of California Tribal Consultation Guidelines Supplement to General Plan Guidelines provides the consultation is concluded when mutual agreement is reached or either party, acting in good faith and after reasonable effort, concludes that mutual agreement cannot be reached. Due to the lack of response, the City was unable to obtain a mutual agreement with the Gabrieleno Band of Mission Indians - Kizh Nation. The City has acted in good faith and has exhausted all reasonable efforts to reach an agreement and as such has concluded the consultation. The Gabrieleno Band of Mission Indians - Kizh Nation expressed concerns about impacts to tribal resources during grading activities on the site. Existing General Plan Policies HR 2.1, HR 2.2, HR 2.3, HR 2.4, NR 18.1, and NR 18.3 address these concerns and require construction monitoring by a qualified paleontologist/archeologist during grading operations. These policies also require cultural organizations be notified and allowed to monitor grading. Notwithstanding the conclusion of the consultation process without obtaining mutual agreement, the City will include appropriate conditions of approval in future project entitlements to implement these policies and to protect tribal resources. Section 3: Environmental Impact Report Addendum No. ER2020-02 was prepared for the Project in compliance with CEQA codified in California Public Resources Code Section 2100 et seq., the State CEQA Guidelines, and City Council Policy K-3. On the basis of the entire environmental review record, the Project will not result in any new significant impacts that were not previously analyzed in the PEIR for the 2006 General Plan Update (SCH No. 2006011119) or the SEIR for the 2014 General Plan Land Use Element Update (SCH No. 2013101064). The potential impacts associated with this Project would either be the same or less than those described in either the PEIR or SEIR that have been appropriately mitigated. In addition, there are no substantial changes to the circumstances under which the Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the PEIR or SEIR, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified. In accordance with Section 15164 of the CEQA Guidelines, the City Council adopted Resolution No. 2020-78, thereby adopting an addendum to the previously adopted PEIR and SEIR. Resolution No. 2020-78, including all findings contained therein, is hereby incorporated by reference. Section 4: The City Council of the City of Newport Beach hereby amends the General Plan of the City of Newport Beach to change the Land Use Designation of the Property from AO (Airport Office and Supporting Uses) to MU -H2 (Mixed -Use Horizontal 2), as depicted in Exhibit B. 15-48 Resolution No. 2020 - Page 17 of 18 Section 6: The City Council of the City of Newport Beach hereby amends the General Plan of the City of Newport Beach to insert Anomaly Number 86 into Table LU2 (Anomaly Locations) to allow for the development of 329 dwelling units, exclusive of any permitted density bonus, and up to 297,572 square feet of nonresidential development on the Property, as depicted in Exhibit C. Section 6: The City Council of the City of Newport Beach hereby grants a waiver of the neighborhood park dedication requirement and authorizes payment of a park in - lieu fee pursuant to General Plan Policy LU 6.15.13 as a public park within the Project would be inappropriately located due to the proximity with John Wayne Airport. Section 7: The City Council of the City of Newport Beach further grants a waiver of General Plan Policy LU 6.15.7 as the density of the entire Project areas would be approximately 20 dwelling units per acre; however, the actual density of Planning Area 1, which is the only portion of the Project are that would allow residential development, is approximately 46 units per acre. Waiving the overall density for the entire Project area is an eligible development standard waiver allowed under pursuant to Government Code § 65915(e)(1). Section 8: The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution. Section 9: If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The City Council hereby declares that it would have passed this resolution, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional. 15-49 Resolution No. 2020 - Page 18 of 18 Section 10: This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution. ADOPTED this 22nd day of September, 2020 Will O'Neill Mayor Leilani I. Brown City Clerk APPROVED AS TO FORM: CITY TTORNEY'S OFFICE AaroA C. Harp City Attorney Attachments: Exhibit A - Legal Description Exhibit B - Land Use Map Exhibit C - Table LU2 — Anomaly Locations 15-50 EXHIBIT "A" Legal Description ADDRESS APN LEGAL DESCRIPTION 4361 Birch Street, 427-121-23 THE LAND REFERRED TO HEREIN BELOW IS SITUATED NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF Newport Beach CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOTS 7, 8, 9 AND 10 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. SAID LAND IS ALSO SHOWN AS PARCEL 1 ON LOT LINE ADJUSTMENT 93-5, RECORDED DECEMBER 8, 1993 AS INSTRUMENT NO. 93-0854901, OFFICIAL RECORDS. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING APPROPRIATIVE, LITTORAL, 15-51 ADDRESS APN LEGAL DESCRIPTION PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996, OFFICIAL RECORDS. 4540 Campus 427-111-03 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 18 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE, AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS 15-52 ADDRESS APN LEGAL DESCRIPTION SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR DRIVEWAY PURPOSES OVER THE WESTERLY 12 FEET OF THE NORTHERLY 60 FEET OF LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THAT CERTAIN DECLARATION OF ACCESS EASEMENT, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440213 OF OFFICIAL RECORDS, UPON THE TERMS AND CONDITIONS AS THEREIN PROVIDED 4340 Campus 427-121-07 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 29 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 TO 30 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE 15-53 ADDRESS APN LEGAL DESCRIPTION UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94-0085581 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94- 0085581 OF OFFICIAL RECORDS 4400 Campus 427-121-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 31 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 130, PAGE(S) 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS 15-54 ADDRESS APN LEGAL DESCRIPTION RESERVED BY THE IRVINE COMPANY IN DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91-702340, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91- 702340, OF OFFICIAL RECORDS 4570 Campus 427-111-04 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAND COUNTY. EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND ALL UNDERGROUND WATER IN OR UNDER OR WHICH MAY BE PRODUCED FROM SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND 500 FEET FROM THE PRESENT SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION AND TAKING OF SAID MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER FROM SAID LAND BY MEANS OF MINES, WELLS, DERRICKS, OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND OR LYING OUTSIDE OF THE ABOVE DESCRIBED LAND, IT BEING UNDERSTOOD THAT THE OWNER OF SUCH MINERALS, OIL GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER AS SET FORTH ABOVE, SHALL HAVE NO RIGHT TO ENTER UPON THE SAID LAND OR ANY PORTION THEREOF ABOVE SAID PLANE PARALLEL TO AND 500 FEET BELOW THE 15-55 ADDRESS APN LEGAL DESCRIPTION PRESENT SURFACE OF TI EE SAID LAND FOR ANY PURPOSE WHATSOEVER. AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION IN THE DEED RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107963 OF OFFICIAL RECORDS. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692 AS AMENDED AND RESTATED IN AN INSTRUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, BOTH OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENT. DATED JUNE 17, 1992, AND RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92- 440213 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4341 Birch Street 427-121-14 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 6 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND 15-56 ADDRESS APN LEGAL DESCRIPTION OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91- 720058 OF OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91-720058 OF OFFICIAL RECORDS. APN: 427-121-14 4500 and 4520 427-111-01, THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Campus Drive 427-111-02 CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, and 427- STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, 121-10 CA PARCEL 1 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 60, PAGE 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 4600 Campus 427-111-05 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 16 OF TRACT NO, 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, 15-57 ADDRESS APN LEGAL DESCRIPTION TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE ON THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107971, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107971, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AMENDED AND RESTATED OR ACCESS EASEMENTS (MACARTHUR/CAMPUS)", DATED MARCH 25, 1992, RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4360 Campus 427-121-08 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 30 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25, 26, 27, 28, 29 AND 15-58 ADDRESS APN LEGAL DESCRIPTION 30 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY CALIFORNIA. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. 4501 Birch Street 427-111-10 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: 15-59 ADDRESS APN LEGAL DESCRIPTION LOT 12 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190. PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR. ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92- 015047, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92-015047, OFFICIAL RECORDS. PARCEL 2: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF 10 15-60 ADDRESS APN LEGAL DESCRIPTION CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT; THENCE NORTH 290 52'01" WEST 327.33 FEET TO THE MOST WESTERLY CORNER OF SAID LOT; THENCE NORTH 52'01'58" EAST 24.24 FEET ALONG THE NORTHWESTERLY LINE OF SAID LOT TO THE NORTHWESTERLY PROLONGATION OF A LINE PARALLEL WITH AND NORTHEASTERLY 24.00 FEET FROM THE SOUTHWESTERLY LINE OF SAID LOT; THENCE SOUTH 290 52' 10" EAST 331.81 FEET ALONG SAID PROLONGATION, SAID PARALLEL LINE AND THE SOUTHERLY PROLONGATION THEREOF TO A POINT ON A CURVE IN THE SOUTHERLY LINE OF SAID LOT, SAID CURVE BEING CONCAVE SOUTHERLY, HAVING A RADIUS OF 272.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 240 48' 17" WEST; THENCE WESTERLY 24.03 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 03'44" OF THE POINT OF BEGINNING. 4630 Campus 427-111-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 15 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT HOWEVER, THE RIGHT TO DRILL MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE 11 15-61 ADDRESS APN LEGAL DESCRIPTION UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107967, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AM ENDED AND RESTATED DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS) DATED MARCH 25, 1992 RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED " RECIPROCAL EASEMENT AGREEMENT AND CONSENT' DATED OCTOBER 14, 1999 RECORDED NOVEMBER 19, 1999 AS INSTRUMENT NO. 19990805278, AND AMENDED BY THE CERTAIN DOCUMENT ENTITLED "WAIVER AND AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT' DATED AUGUST 24, 2015 RECORDED AUGUST 28, 2015 AS INSTRUMENT NO. 2015000446662 IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. 4525, 4533 and 427-111-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE 4647 MacArthur CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Boulevard STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, PARCEL 1: CA LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGE(S) 11 TO 13 INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, `A 15-62 ADDRESS APN LEGAL DESCRIPTION TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692, OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, OFFICIAL RECORDS, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (BIRCH/MACARTHUR)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92- 101691 OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247259 OFFICIAL RECORDS IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4320 Campus 427-121-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: 13 15-63 ADDRESS APN LEGAL DESCRIPTION Newport Beach, LOT 28 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, CA COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION, BY DEED RECORDED MAY 6, 1994 AS INSTRUMENT NO. 94-317183 OF OFFICIAL RECORDS. 14 15-64 :i EXHIBIT "B" Land Use Map 7&i ----7:: .. — -- i PF I MU -H2 GP2014-004 (PA2014-225) General Plan Amendment B N ' - M � h 1 4 QIY O N—W ire's GK'S Cow - ?my 29.2020 15 15-65 EXHIBIT "C" Table LU2 — Anomaly Locations Anomaly Number 86 shall be inserted into Table LU2 and shall read as follows: Table LU2 Anomaly Locations Anomaly Statistical Land Use Development Development Limit (Other) Additional Information Number Area Designation Limit (so Nonresidential 86 L4 MU -H2 development 329 dwelling units 297,572 16 15-66 Attachment C Ordinance No. 2020-22 15-67 ORDINANCE NO. 2020-22 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, APPROVING ZONING CODE AMENDMENT NO. CA2014-009 AND PLANNED COMMUNITY DEVELOPMENT PLAN NO. PC2020-002 ESTABLISHING THE NEWPORT AIRPORT VILLAGE PLANNED COMMUNITY DEVELOPMENT LOCATED AT 4341, 4361, AND 4501 BIRCH STREET; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600 AND 4630 CAMPUS DRIVE; AND 4525, 4533, AND 4647 MACARTHUR BOULEVARD (PA2014-225) WHEREAS, Section 200 of the City of Newport Beach ("City") Charter vests the City Council with the authority to make and enforce all laws, rules and regulations with respect to municipal affairs subject only to the restrictions and limitations contained in the Charter and the State Constitution, and the power to exercise, or act pursuant to any and all rights, powers, and privileges, or procedures granted or prescribed by any law of the State of California; WHEREAS, an application was filed by Saunders Property Company ("Applicant") with respect to property located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600 and 4630 Campus Drive; and 4525, 4533, and 4647 MacArthur Boulevard within the northerly portion of the Campus Tract, generally bounded by Birch Street, Campus Drive, MacArthur Boulevard and the extension of Corinthian Way, legally described on Exhibit A, which is attached hereto and incorporated herein by reference ("Property"); WHEREAS, the Property is designated AO (Airport Office and Supporting Uses) by the City of Newport Beach General Plan ("General Plan") Land Use Element and is located within the OA (Office -Airport) Zoning District; WHEREAS, the Applicant proposes a Planned Community Development Plan that would allow redevelopment of the 16.46 -acre Property with up to 329 residential dwelling units, exclusive of any density bonus as allowed pursuant to California Government Code Section 65915, and up to 297,572 square feet of office, retail, and commercial uses ("Project") which require the following approvals from the City of Newport Beach ("City"): • General Plan Amendment (GP2014-004) ("GPA") — A request to amend the General Plan Land Use Designation of the Property from AO (Airport Office and Supporting Uses) to MU -H2 (Mixed -Use Horizontal 2) and to amend Table LU2 (Anomaly Locations) to add Anomaly No. 86 to allow for the development of 329 dwelling units, exclusive of any permitted density bonus, and 297,572 square feet of commercial uses; .R Ordinance No. 2020-22 Page 2 of 6 • Zoning Code Amendment (CA2014-009) — A request to change the zoning designation of the Property from OA (Office -Airport) to PC -60 (Newport Airport Village Planned Community); • Planned Community Development Plan (PC2020-002) — A request to adopt the Newport Airport Village Planned Community Development Plan ("PCDP") which sets the development design and use standards for the Property; • Development Agreement (DA2014-003) ("Development Agreement") — A request for a development agreement between the Applicant and the City, which would provide vested rights to develop the Property, while also providing negotiated public benefits; and • Addendum to the 2006 General Plan Update and 2014 General Plan Land Use Element Amendment Environmental Impact Reports (ER2020-002) — Pursuant to the California Environmental Quality Act ("CEQA"), the Addendum to the 2006 General Plan Update Program Environmental Impact Report ("PEIR") and 2014 General Plan Land Use Element Supplemental Environmental Impact Report ("SEIR") will address reasonably foreseeable environmental impacts resulting from the Project; WHEREAS, the Project is not located in the coastal zone; therefore, amending the Local Coastal Program or a coastal development permit is not required; WHEREAS, a telephonic study session was held on April 23, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19 to introduce the Project to the Planning Commission; WHEREAS, a telephonic public hearing was held by the Planning Commission on June 4, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearing was given in accordance with California Government Code Section 54950 et seq. ("Ralph M. Brown Act") and Chapter 20.62 (Public Hearings) of the Newport Beach Municipal Code ("NBMC"). Evidence, both written and oral, was presented to, and considered by, the Planning Commission at this public hearing; WHEREAS, at the hearing, the Planning Commission adopted Resolution No. PC2020-020 by a unanimous vote (6 ayes, 0 nays) recommending the City Council approve the Project; 15-69 Ordinance No. 2020-22 Page 3of6 WHEREAS, due to the proposed amendments to the General Plan and the Property's zoning regulations, California Public Utilities Code Section 21676(b) requires the City to refer the Project to the Orange County Airport Land Use Commission ("ALUC") for a determination of the Project's consistency with the Airport Environs Land Use Plan ("AELUP") for the John Wayne Airport; WHEREAS, on July 16, 2020, the ALUC voted (6 ayes, 0 nays) finding the Project inconsistent with the AELUP; WHEREAS, telephonic public hearings were held by the City Council on September 8, 2020 and September 22, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearings were given in accordance with Public Utilities Code Section 21676(b), the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 20.56 (Planning Community District Procedures) and 20.62 (Public Hearings) of the NBMC. Evidence, both written and oral, was presented to, and considered by, the City Council at these public hearings; WHEREAS, pursuant to California Public Utilities Code Sections 21676(b), the City Council adopted Resolution No. 2020-_, thereby finding the Project consistent with the purpose of the State Aeronautics Act and overriding the finding of inconsistency with the AELUP; WHEREAS, the PCDP meets the intent and purpose of Section 20.56.010 (Purpose) of the NBMC in that PC -60 provides for the classification and development of 16.46 acres developed land; WHEREAS, permitted and conditionally permitted uses have been classified, including residential, commercial, and airport supporting uses and development and use standards have been included in the PCDP to ensure future use of the Property does not impact the surrounding area; WHEREAS, in order to allow the diversification of uses, PC -60 provides two planning areas: Planning Area 1 allows residential and mixed-use development, while Planning Area 2 allows nonresidential development which will allow future development of PC -60 to be consistent with the goals and policies of the MU -H2 (Mixed -Use Horizontal 2) land use designation horizontal mixed-use standards; WHEREAS, to ensure the two planning areas relate to each other and can be integrated, the PCDP requires internal pedestrian and bicycle connection; and 15-70 Ordinance No. 2020-22 Page 4 of 6 WHEREAS, future development of the Property affected by the proposed amendments will be consistent with the goals and policies of the Land Use Element of the General Plan along with the purpose and intent of PC -60 - NOW THEREFORE, the City Council of the City of Newport Beach ordains as follows: Section 1: The City Council has considered the recommendation of the Planning Commission and has determined that modifications to the Project made by the City Council, if any, are not major changes that require referral back to the Planning Commission for consideration and recommendation. Section 2: The City Council hereby approves Zoning Code Amendment No. CA2014-009 to rezone the Property from OA (Office -Airport) to PC -60 (Newport Airport Village Planned Community) as depicted in Exhibit B, which is attached hereto and incorporated herein by reference. Section 3: The City Council hereby approves the Planned Community Development Plan No. PC2020-002 (Newport Airport Village Planned Community Development Plan) as depicted in Exhibit C, which is attached hereto and incorporated herein by reference, thereby establishing the permitted uses, development standards, and design guidelines for the Property. Section 4: The recitals provided in this ordinance are true and correct and are incorporated into the substantive portion of this ordinance. Section 5: If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional. 15-71 Ordinance No. 2020-22 Page 5 of 6 Section 6: Environmental Impact Report Addendum No. ER2020-02 was prepared for the Project in compliance with California Public Resources Code Section 21000 et seq. ("CEQA"), CEQA Guidelines as set forth in California Code of Regulations, Title 14, Division 6, Chapter 3, and City Council Policy K-3. On the basis of the entire environmental review record, the Project will not result in any new significant impacts that were not previously analyzed in the PEIR for the General Plan 2006 Update (SCH No. 2006011119) or the SEIR for the 2014 update to the Land Use Element of the General Plan (SCH No. 2013101064). The potential impacts associated with this Project would either be the same or less than those described in either the PEIR or SEIR that have been appropriately mitigated. In addition, there are no substantial changes to the circumstances under which the Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the PEIR or SEIR, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified. In accordance with Section 15164 of the CEQA Guidelines, the City Council adopted Resolution No. 2020-_, thereby adopting an addendum to the previously adopted PEIR and SEIR. Resolution No. 2020-_, including all findings contained therein, is hereby incorporated by reference. Section 7: Except as expressly modified in this ordinance, all other sections, subsections, terms, clauses and phrases set forth in the NBMC shall remain unchanged and shall be in full force and effect. Section 8: The Mayor shall sign and the City Clerk shall attest to the passage of this ordinance. The City Clerk shall cause the ordinance, or a summary thereof, to be published pursuant to City Charter Section 414. This ordinance shall be effective thirty (30) calendar days after its adoption. 15-72 Ordinance No. 2020-22 Page 6 of 6 This ordinance was introduced at a regular meeting of the City Council of the City of Newport Beach held on the 8th day of September, 2020, and adopted on the 22nd day of September, 2020, by the following vote, to -wit: AYES: NAYS: ABSENT: WILL O'NEILL, MAYOR ATTEST: LEILANI I. BROWN, CITY CLERK APPROVED AS TO FORM: CITY TTORNEY'S OFFICE 0"" C AARON C. HARP, CITY A ORNEY Attachments: Exhibit A - Legal Description Exhibit B - Zoning Map Exhibit C - Newport Airport Village Planned Community Development Plan PC -60 15-73 EXHIBIT "A" Legal Description 15-74 ADDRESS APN LEGAL DESCRIPTION 4361 Birch Street, 427-121-23 THE LAND REFERRED TO HEREIN BELOW IS SITUATED Newport Beach NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CA CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOTS 7, 8, 9 AND 10 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. SAID LAND IS ALSO SHOWN AS PARCEL 1 ON LOT LINE ADJUSTMENT 93-5, RECORDED DECEMBER 8, 1993 AS INSTRUMENT NO. 93-0854901, OFFICIAL RECORDS. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996, OFFICIAL RECORDS. 4540 Campus 427-111-03 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 18 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE 15-75 ADDRESS JAPN I LEGAL DESCRIPTION OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE, AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR DRIVEWAY PURPOSES OVER THE WESTERLY 12 FEET OF THE NORTHERLY 60 FEET OF LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THAT CERTAIN DECLARATION OF ACCESS EASEMENT, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440213 OF OFFICIAL RECORDS, UPON THE TERMS AND CONDITIONS AS THEREIN PROVIDED 4340 Campus 427-121-07 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: 15-76 ADDRESS APN LEGAL DESCRIPTION Newport Beach, LOT 29 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, CA COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 TO 30 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94-0085581 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94- 0085581 OF OFFICIAL RECORDS 4400 Campus 427-121-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 31 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 130, PAGE(S) 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE 15-77 ADDRESS APN LEGAL DESCRIPTION FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91-702340, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91- 702340, OF OFFICIAL RECORDS 4570 Campus 427-111-04 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAND COUNTY. EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND ALL UNDERGROUND WATER IN OR UNDER OR WHICH MAY BE PRODUCED FROM SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND 500 FEET FROM THE PRESENT SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION AND TAKING OF SAID MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER FROM SAID LAND BY MEANS OF MINES, WELLS, DERRICKS, OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND OR LYING OUTSIDE OF THE ABOVE DESCRIBED LAND, IT BEING UNDERSTOOD THAT THE OWNER OF SUCH MINERALS, OIL GAS, 15-78 J ADDRESS APN LEGAL DESCRIPTION PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER AS SET FORTH ABOVE, SHALL HAVE NO RIGHT TO ENTER UPON THE SAID LAND OR ANY PORTION THEREOF ABOVE SAID PLANE PARALLEL TO AND 500 FEET BELOW THE PRESENT SURFACE OF TI EE SAID LAND FOR ANY PURPOSE WHATSOEVER. AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION IN THE DEED RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107963 OF OFFICIAL RECORDS. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692 AS AMENDED AND RESTATED IN AN INSTRUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, BOTH OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENT. DATED JUNE 17, 1992, AND RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92- 440213 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4341 Birch Street 427-121-14 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, CA STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 6 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91- 720058 OF OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN NO MATTER HOW ACQUIRED BY GRANTOR, AND 15-79 ADDRESS APN I LEGAL DESCRIPTION 'OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91-720058 OF OFFICIAL RECORDS. APN: 427-121-14 4500 and 4520 427-111-01, THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Campus Drive 427-111-02 CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, and 427- STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA 121-10 PARCEL 1 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 60, PAGE 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 4600 Campus 427-111-05 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 16 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE ON THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107971, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR AND OWNED OR USED BY GRANTOR IN 15-80 ADDRESS APN LEGAL DESCRIPTION CONNECTION WITH OR WITH RESPECT TO THE LAND TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107971, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AMENDED AND RESTATED OR ACCESS EASEMENTS (MACARTHUR/CAMPUS)", DATED MARCH 25, 1992, RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4360 Campus 427-121-08 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 30 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25, 26, 27, 28, 29 AND 30 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY CALIFORNIA. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR 15-81 J ADDRESS I APN I LEGAL DESCRIPTION OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. 4501 Birch Street 427-111-10 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, CA STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: LOT 12 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190. PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR. ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92- 015047, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE 15-82 ADDRESS I APN I LEGAL DESCRIPTION IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92-015047, OFFICIAL RECORDS. PARCEL 2: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT; THENCE NORTH 290 52'01" WEST 327.33 FEET TO THE MOST WESTERLY CORNER OF SAID LOT; THENCE NORTH 52° 01'58" EAST 24.24 FEET ALONG THE NORTHWESTERLY LINE OF SAID LOT TO THE NORTHWESTERLY PROLONGATION OF A LINE PARALLEL WITH AND NORTHEASTERLY 24.00 FEET FROM THE SOUTHWESTERLY LINE OF SAID LOT; THENCE SOUTH 290 52' 10" EAST 331.81 FEET ALONG SAID PROLONGATION, SAID PARALLEL LINE AND THE SOUTHERLY PROLONGATION THEREOF TO A POINT ON A CURVE IN THE SOUTHERLY LINE OF SAID LOT, SAID CURVE BEING CONCAVE SOUTHERLY, HAVING A RADIUS OF 272.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 240 48' 17" WEST; THENCE WESTERLY 24.03 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 03'44" OF THE POINT OF BEGINNING. 4630 Campus 427-111-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 15 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT HOWEVER, THE RIGHT TO DRILL MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY 15-83 ADDRESS IAPN I LEGAL DESCRIPTION RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107967, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AM ENDED AND RESTATED DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS) DATED MARCH 25, 1992 RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED " RECIPROCAL EASEMENT AGREEMENT AND CONSENT" DATED OCTOBER 14, 1999 RECORDED NOVEMBER 19, 1999 AS INSTRUMENT NO. 19990805278, AND AMENDED BY THE CERTAIN DOCUMENT ENTITLED "WAIVER AND AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT' DATED AUGUST 24, 2015 RECORDED AUGUST 28, 2015 AS INSTRUMENT NO. 2015000446662 IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. 4525, 4533 and 427-111-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE 4647 MacArthur CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Boulevard STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, PARCEL 1: CA LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGE(S) 11 TO 13 INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE 15-84 ADDRESS APN LEGAL DESCRIPTION LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692, OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, OFFICIAL RECORDS, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (BIRCH/MACARTHUR)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92- 101691 OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247259 OFFICIAL RECORDS IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4320 Campus 427-121-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 28 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN 15-85 ADDRESS APN LEGAL DESCRIPTION CORPORATION, BY DEED RECORDED MAY 6, 1994 AS INSTRUMENT NO. 94-317183 OF OFFICIAL RECORDS. 15-86 IIA oil -.]kM Zoning Map EA oning District Change Iffice Airport (OA) to Planned Community (PC) for parcels in outlined area WN 15-87 EXHIBIT "C" Newport Airport Village Planned Community Development Plan PC -60 MI :: NEWPORT AIRPORT VILLAGE PLANNED COMMUNITY DEVELOPMENT PLAN PC -60 Adopted XXXXXX, 2020 Ordinance No. XX -2020 15-89 TABLE OF CONTENTS SECTION PAGE I. INTRODUCTION AND PURPOSE............................................................................................... 1 A. Introduction........................................................................................................... B. Location................................................................................................................................1 C. Surrounding Area....................................................................................................... ... 3 D. Purpose and Objective.........................................................................................................4 E. Relationship to Other Regulations....................................................................................... 4 II. LAND USE AND DEVELOPMENT REGULATIONS....................................................................... 5 A. Permitted Uses.......................................................................................... ........... 6 ................ B. Prohibited Uses............................................................................................... .............. 7 C. Existing Legal Nonconforming Uses and Structures............................................................ 7 D. Land Use Concept................................................................................................................7 E. Development Standards — Planning Area 1 (Mixed -Use Residential Area) ......................... 8 F. Development Standards — Planning Area 2 (Non -Residential Area) ................................. 12 G. Additional Development Standards................................................................................... 13 III. ARCHITECTURAL DESIGN CONSIDERATIONS......................................................................... 16 A. General Principles.............................................................................................................. 16 B. Mixed-Use..........................................................................................................................16 C. Residential Uses................................................................................................................. 16 D. Office/Commercial Uses.................................................................................................... 17 E. Conceptual Images to Guide Development....................................................................... 17 IV. RESIDENTIAL DESIGN GUIDELINES......................................................................................... 21 A. Architectural Variety.......................................................................................................... 21 B. Windows and Entries......................................................................................................... 21 C. Massing and articulation.................................................................................................... 21 V. PLAN ADMINISTRATION and implementation...................................................................... 22 A. Permit Review Procedures................................................................................................. 22 B. Parcel or Tract Maps.......................................................................................................... 22 C. Amendments to Planned Community Development Plan ................................................. 22 D. Administrative Responsibility............................................................................................ 22 E. Enforcement...................................................................................................................... 22 Newport Airport Village 15-90 TABLE OF CONTENTS FIGURE PAGE Figure1- Vicinity Map.................................................................................................................... 2 Figure2 - Airport Area.................................................................................................................... 2 Figure 3 - Newport Airport Village Planned Community................................................................ 3 Figure4 - Land Use Map................................................................................................................. 5 Figure 5 - Conceptual Development Plan..................................................................................... 10 Figure 6 - Mixed -Use Conceptual Images................................................................................... 188 Figure 7 - Multi -Unit Residential Conceptual Images................................................................... 19 Figure 8 - Office/Commercial Conceptual Images........................................................................ 20 Newport Airport Village 15-91 NEWPORT AIRPORT VILLAGE PLANNED COMMUNITY DEVELOPMENT PLAN (PCDP) I. INTRODUCTION AND PURPOSE A. Introduction The Newport Airport Village Planned Community Development Plan (PCDP) (PC -60) is envisioned to be a horizontal mixed-use development on an approximately 16.46 -acre site that is located in the northern portion of the City, near Macarthur Blvd and Campus Drive. The City of Newport Beach Municipal Code (NBMC) allows a Planned Community Development Plan to address land use designations and regulations in Planned Communities. The PCDP serves as the controlling zoning ordinance for the site and is authorized and intended to implement the provisions of the Newport Beach General Plan. The maximum buildout of the PCDP would result in 329 residential dwelling units, exclusive of any density bonus as allowed pursuant to California Government Code Section 65915; and 297,572 square feet of office, retail, and commercial use. The Newport Airport Village Planned Community (PC) consists of approximately 16.46 acres and prior to the development pursuant to this PCDP, a variety of commercial services, including: retail, restaurants, offices, rental car agencies, and other similar uses were developed. The Newport Airport Village Design Guidelines (contained herein) provide a conceptual vision of the physical implementation of the project and have been drafted to assist the City and community to visualize the architectural theme and desired character of the development. The Design Guidelines also provides the visual and mental imagery of what the current property owner and City see for the future development of the PC. B. Location As shown in Figures 1 and 2, the PC District is generally located southeast of John Wayne Airport and within the "Airport Area" Sub -Area as defined by the Newport Beach General Plan. The Airport Area includes 360 acres in the northernmost portion of Newport Beach, bounded by Campus Drive to the west and north, Jamboree Road to the east, and Bristol Street to the south. The City of Irvine is located north and east of the Airport Area. The Airport Area is proximate to Interstate 405 and State Routes 55 and 73. The Airport Area initially was a light industrial and commercial office area of Newport Beach, but is gradually redeveloping into a mixed-use community integrating residential development with existing non-residential uses consistent with the 2006 Newport Beach General Plan. 15-92 I. INTRODUCTION AND PURPOSE ..... .. i - ---_ �'3�� Ilk, e �,� Vii' r• I�'�. /` �: r F 1 Figm'e / - Vitinj�, Alap I/ 'gill? - - /lirrpor! Aim Newport Airport Village 2 15-93 I. INTRODUCTION AND PURPOSE More specifically, the PC is located west of MacArthur Boulevard, south of Campus Drive, north of Birch Street, and about 550 feet north of Dove Street, as shown in Figure 2. / /• y se��aiara.o�cd Figure 3 - Nen porl Airport Village Planned Coniisuniiy Legend As also noted in Figure 3, the 65-dBA CNEL noise contour line for John Wayne Airport (JWA) transects the site. Areas east of (i.e., outside) the 65 dBA CNEL line are "Clearly Compatible" or "Normally Compatible" with multi -family residential and mixed-use development under General Plan Table N2 (Land Use Noise Compatibility Matrix). Areas west of (i.e., inside) the 65 dBA CNEL line are "Normally incompatible" or "Clearly incompatible" with multi -family residential and mixed-use development under General Plan Table N2. Under the Airport Environs Land Use Plan for John Wayne Airport (AELUP), this means that areas west of the 65 dBA CNEL line are deemed suitable for residential uses and other noise -sensitive uses if the interior noise standard of 45 dBA CNEL can be maintained with an accompanying dedication of a avigation easement for noise. Additionally, building heights west of the 65 dBA CNEL line are restricted for aviation safety. C. Surrounding Area John Wayne Airport, a commercial and general aviation airport that is owned and operated by the County of Orange, is located to the west and north of the site (across Newport Airport Village 3 15-94 i' ry Legend As also noted in Figure 3, the 65-dBA CNEL noise contour line for John Wayne Airport (JWA) transects the site. Areas east of (i.e., outside) the 65 dBA CNEL line are "Clearly Compatible" or "Normally Compatible" with multi -family residential and mixed-use development under General Plan Table N2 (Land Use Noise Compatibility Matrix). Areas west of (i.e., inside) the 65 dBA CNEL line are "Normally incompatible" or "Clearly incompatible" with multi -family residential and mixed-use development under General Plan Table N2. Under the Airport Environs Land Use Plan for John Wayne Airport (AELUP), this means that areas west of the 65 dBA CNEL line are deemed suitable for residential uses and other noise -sensitive uses if the interior noise standard of 45 dBA CNEL can be maintained with an accompanying dedication of a avigation easement for noise. Additionally, building heights west of the 65 dBA CNEL line are restricted for aviation safety. C. Surrounding Area John Wayne Airport, a commercial and general aviation airport that is owned and operated by the County of Orange, is located to the west and north of the site (across Newport Airport Village 3 15-94 I. INTRODUCTION AND PURPOSE Campus Dr). To the immediate northeast of the site, on the southwest corner of MacArthur Blvd and Campus Dr, is a five -story office building and a small multi -tenant commercial building. Across MacArthur Boulevard, on the northeast corner of MacArthur Blvd and Campus Dr, is a nine -story office building that contains professional and medical office uses; a five -story apartment building at the intersection of Douglas and Martin Court; and multiple hotels and restaurants along MacArthur Blvd. To the east (across Birch St) are several multi -story office buildings that range from three to fourteen stories, hotels, and retail and restaurant uses. Commercial services, including vehicle sales and repairs and a pharmacy; restaurants; and office uses, including medical offices occupy the properties to the south of the PC. D. Purpose and Objective The purpose of the PCDP is to establish appropriate zoning regulations that govern the land use and development of the PC in a manner that is consistent with the City of Newport Beach General Plan. Implementation of the PCDP will: — Provide a quality mixed-use development that includes residential and supporting commercial uses; as well as, commercial uses that support or benefit from the proximity to the airport. — Create two planning areas to guide the development of the PC District (see Figure 4). Planning Area 1 will include the residential and, potentially, a complimentary retail or service commercial component of the PC District. Planning Area 2 will consist exclusively of non-residential uses. — Provide new housing opportunities in response to increased demand for housing, reduction of vehicle trips, and an encouragement of an active lifestyle by increasing the opportunity for residents to live in proximity to jobs, services, and entertainment. Such housing will be proximate to, and interconnected with, commercial development through pedestrian walkways provided by future development within the PCDP. — Ensure all residential units are located outside the John Wayne Airport 65 dBA CNEL noise contour and Safety Zone 3. E. Relationship to Other Regulations Whenever the provisions of this PCDP conflict with the regulations of the NBMC, the regulations contained herein will prevail. The NBMC including the Zoning Code apply and shall also regulate this development whenever regulations are not provided within this PCDP. Unless otherwise defined herein, all words and phrases used in this PCDP shall have the same meaning and definition as used in the NBMC. Newport Airport Village 4 15-95 II. LAND USE AND DEVELOPMENT REGULATIONS II. LAND USE AND DEVELOPMENT REGULATIONS The PC is subdivided into two planning areas. Figure 4 shows the Land Use Map for the PC District with the 65 dBA CNEL noise contour separating the residential use area from the non-residential use area. John Wayn�Airport cco z N I ate® r e / r i •/ �151anning Area 2� OJC`ai , 4678 11m � -0 f Planrfing Area 49 Airport Village Land Use Planning Area 1 - Mixed -Use Residential 7.14 acres GIS Oh41m Planning Area 2 - Commercial 9.32 acres M.y 09, 2020 Frgnrr 4 - L -in ! Use A lop Newport Airport Village 15-96 % s v�> 49 Airport Village Land Use Planning Area 1 - Mixed -Use Residential 7.14 acres GIS Oh41m Planning Area 2 - Commercial 9.32 acres M.y 09, 2020 Frgnrr 4 - L -in ! Use A lop Newport Airport Village 15-96 II. LAND USE AND DEVELOPMENT REGULATIONS A. Permitted Uses Table 1 lists the permitted uses for each planning area of the Planned Community. The uses identified within the table are not intended to be a comprehensive list, but rather major use categories. The Community Development Director may determine other uses not specifically listed herein are allowed or allowed pursuant to a MUP or CUP, provided they are consistent with the purpose of the planning areas, are compatible with surrounding uses, and are not listed as a prohibited use. Table 1 Permitted Uses Uses Planning Area 1 Planning Area 2 Additional Regulations Residential Multi -unit dwellings P - Live/work units P - Mixed-use development P - Accessory dwelling units P - NBMC 20.48.200 Home Occupations P - NBMC 20.48.110 Residential accessory uses and amenities P P Food, alcohol, entertainment Alcohol sales (off-site) MUP MUP NBMC 20.48.030 Alcohol Sales (on-site) CUP CUP NBMC 20.48.030 Bars, lounge, nightclub CUP CUP NBMC 20.48.030 & 20.48.090 Food service, no late hours MUP MUP NBMC 20.48.030 & 20.48.090 Food service, late hours CUP CUP NBMC 20.48.030 & 20.48.090 Office, retail, service Financial Institutions P P Offices, business & professional P P Offices, medical and dental P P Personal services, general P P Personal services, restricted MUP MUP Retail sales (less than 10,000 sq. ft.) P P Retail sales (greater than 10,000 sq. ft.) P P Other uses Uses not listed herein, but allowed in the OA zone A A Subject to applicable NBMC requirements Newport Airport Village 15-97 II. LAND USE AND DEVELOPMENT REGULATIONS Table 1 Continued P = Permitted Use CUP = Conditional Use Permit MUP = Minor Use Permit A = Allowed subject to permit requirements provided in Table 2-4 of NEMC Section 20.20.020(C) - = Not Permitted B. Prohibited Uses The following uses shall be expressly prohibited from the PCDP: 1. Any use not authorized by this PCDP unless the Community Development Director determines a particular use consistent with the purpose and intent of the PCDP, 2. Residential dwelling units within (i.e., west of) the 65 dBA CNEL (or above) noise contour from John Wayne Airport (residential accessory uses, and amenities are allowed), 3. Residential dwelling units within John Wayne Airport Safety Zone 3 (residential accessory uses, and amenities are allowed), 4. The following uses, if said structure within 250 feet of any residential dwelling unit: a. Handicraft Industry b. Industry, Small (less than 5,000 sq. ft.) C. Emergency Health Facilities/Urgent Care d. Ambulance Services e. Funeral Homes and Mortuaries f. Maintenance and Repair Services. C. Existing Legal Nonconforming Uses and Structures Existing legally established use and structures that no longer conform to the provisions of this PCDP shall be subject to NBMC Chapter 20.38. D. Land Use Concept Figure 5 depicts the conceptual development plan for Newport Airport Village Planned Community. Multi -story residential structures would be located nearthe north side of the site in Planning Area 1 and may have a retail/commercial component. Office, commercial and other non-residential buildings would be located south of the residential buildings in Planning Area 2. A landscaped esplanade with open space areas, pedestrian pathways with areas for passive seating, and bicycle facilities will be provided to create an efficient and safe pedestrian -friendly environment interconnecting the various land uses through - Newport Airport Village i7 15-98 II. LAND USE AND DEVELOPMENT REGULATIONS out the site with surrounding properties and public ways. Although the PC may not be developed exactly as depicted in the conceptual land use development map, it serves as a demonstration of what could be achieved through the application of the site development standards of this PCDP. E. Development Standards — Planning Area 1(Mixed-Use Residential Area) 1. Permitted Height of Residential or Mixed -Use Structures: No structure, nor any portion of any structure, architectural feature, elevator penthouse, or mechanical equipment shall exceed a height of 85 feet measured consistent with the Zoning Code. 2. Permitted Height of Nonresidential Structures: No structure, nor any portion of any structure, architectural feature, elevator penthouse, or mechanical equipment shall exceed a height of 37 feet measured consistent with the Zoning Code, unless a Site Development Review is approved pursuant to NBMC Section 20.52.080, in which case the maximum shall be 55 feet. 3. Setbacks: Minimum setbacks shall be as follows: a. Buildings, or portion thereof, that are under 20 feet in height shall be setback a minimum of 10 feet from any street property line and a minimum of 5 feet from any internal property line. b. Buildings, or portion thereof, that are 20 feet or greater in height shall be setback a minimum of 20 feet from any street property line and a minimum of 5 feet from any internal property line. 4. Residential Density: Densities shall be a minimum of 30 dwelling units per acre and a maximum of 50 dwelling units per acre, not including density bonus units. 5. Residential Development Limit: A maximum of 329 dwellings units shall be permitted, exclusive of any density bonus as allowed pursuant to California Government Code Section 65915. In addition, residential development (excluding density bonus units) shall be subject to the maximum development allocation for the Airport Area established by General Plan Land Use Policy 6.15.5, or any successor policy or development limit resulting from a future General Plan Update/Amendment, provided that such allocation does not result in a reduction of the 329 permitted dwelling units in Planning Area 1. 6. Floor Area Limit: Floor area for nonresidential uses shall not exceed 94,583 square feet. This floor area limit is based on the conversion of commercial development allowed by the general plan to residential dwelling units pursuant to General Plan Newport Airport Village 8 15-99 II. LAND USE AND DEVELOPMENT REGULATIONS Policy LU6.15.5. The 2006 General Plan allowed a 0.5 FAR (155,509 square feet) that is reduced by 60,926 square feet and converted to allow 329 dwelling units. 7. Common Open Space: All residential development shall incorporate common open space in the amount of 75 square feet per unit with minimum dimensions of 15 feet in any direction. At least half of the common open space shall consist of recreational amenities, including but not limited to the following: a. Swimming pools/spas and adjacent lounging decks b. Exercise facilities C. Tennis courts d. Basketball courts e. Clubhouse rooms f. Roof deck recreation areas g. Community gardens h. Barbecue and other active (e.g. bocce ball) or passive (e.g., reading) courtyards i. Other amenities as deemed appropriate by the Community Development Director Outdoor common areas or recreational areas shall be posted with an outdoor notification sign to users regarding the proximity to John Wayne Airport and presence of operating aircraft. Newport Airport Village J 15-100 (A z O a c� W Q: r z W a 0 W W v Z Q W V) D O z E NEWPORT AIRPORT VILLAGE Conceptual Land Use MapF ``� EXISTING `@ - - 01fICE1F7Gt211 Ft. north Land Use Summary: '_ m Retail/Commercial Ez9' f 2 & 3 Storl Office e Z" � £�' cu 4 Story Residential over Parking ® (Existing) Enterprise OfficelFacility x (Future) Retail/Commercial Out Parcel 1511k 0 U. LAND USE AND DEVELOPMENT REGULATIONS 8. Private Open Space: All residential development shall incorporate private open space in the amount of 5% of the gross floor area (minimum) for each unit with a minimum dimension of 6 feet in any direction. 9. Affordability Requirements: Residential development shall include affordable housing as follows: a minimum of 5% of units for very -low income households, or a minimum of 10% of units for low-income households, or a minimum 10% of units for moderate -income households within a common -interest development. The following requirements also apply: a. Affordable units shall be provided on-site. b. Affordable units shall be designed and distributed within the residential as follows: i. Number of Bedrooms. Affordable units shall reflect the range of numbers of bedrooms provided in the residential development project as a whole. ii. Comparable Quality and Facilities. Affordable units shall be comparable in the facilities provided (e.g., laundry, recreation, etc.) and in the quality of construction and exterior design to the market -rate units. iii. Size. Affordable units may be smaller and have different interior finishes and features than the market -rate units, and iv. Location. Affordable units shall be dispersed throughout the residential development, unless clustering is allowed by the review authority. C. An Affordable Housing Implementation Plan (AHIP) shall be prepared and submitted with any site development review application seeking approval of a residential development within the PC District. The AHIP shall clearly demonstrate how the proposed residential development project will meet the affordability requirements of this PCDP and any applicable provisions of the State Density Bonus Law and the Newport Beach Municipal Code. The AHIP shall specify eligible income categories, the amount of the requested density bonus, any concession/incentives requested, and any development standards waivers or modifications sought and justifications for said concessions/incentives or development standard relief. d. Density bonuses/incentives or development standard concessions shall be provided pursuant to NBMC Chapter 20.32 and Section 65915 et. seq of the California Government Code. 10. Sound Mitigation: The interior ambient noise level of all new residential dwelling units shall meet applicable standards of the City's Community Noise Ordinance (NBMC Section 10.26.030). An acoustical analysis report, prepared by an acoustical engineer, shall be submitted describing the acoustical design features of the structure that will satisfy the interior noise standard. The residential units shall be constructed, and noise attenuated in compliance with the report. Newport Airport Village 11 15-102 II. LAND USE AND DEVELOPMENT REGULATIONS 11. Residential Design: Unless otherwise deemed appropriate by the City's Review Authority all residential and mixed-use buildings shall be generally consistent with the residential design guidelines as set forth in Section IV of the PCDP. 12. Notification to owners and tenants: A written disclosure statement shall be prepared prior to sale, lease, or rental of a residential unit within the development. The disclosure statement shall indicate that the occupants will be living in an urban type of environment adjacent to an airport and that the noise, odor, and outdoor activity levels may be higherthan a typical suburban residential area. The disclosure statement shall include a written description of the potential impacts to residents of both the existing environment (e.g., noise from planes, commercial activity on the site and vehicles streets) and potential nuisances based upon the allowed uses in the zoning district. Each and every buyer, lessee, or renter shall sign the statement acknowledging that they have received, read, and understand the disclosure statement. A covenant shall also be included within all deeds, leases or contracts conveying any interest in a residential unit within the development that requires: (1) the disclosure and notification requirement stated herein; (2) an acknowledgment by all grantees or lessees that the property is located within an urban type of environment and that the noise, odor, and outdoor activity levels may be higher than a typical suburban residential area; and (3) acknowledgment that the covenant is binding for the benefit and in favor of the City of Newport Beach. 13. Deed notification: A deed notification shall be recorded with the County Recorder's Office, the form and content of which shall be satisfactory to the City Attorney. The deed notification document shall state that the residential unit is located in a mixed-use development and that an owner may be subject to impacts, including inconvenience and discomfort, from lawful activities occurring in the project or zoning district (e.g., noise, lighting, odors, high pedestrian activity levels, etc.). 14. Park Dedications and Fees: All residential subdivisions shall comply with all park dedications and fees, as required in NBMC Chapter 19.52. F. Development Standards — Planning Area 2 (Non -Residential Area) In addition to the additional development standards listed in Section II(F) of this PCDP, the following standards apply to all development in Planning Area 2. 1. Permitted Height of Structures: No structure, nor any portion of any structure, architectural feature, elevator penthouse, or mechanical equipment shall exceed a height of 37 feet, unless a Site Development Review is approved pursuant to Newport Airport Village 12 15-103 II. LAND USE AND DEVELOPMENT REGULATIONS NBMC Section 20.52.080, in which the review authority may allow buildings or structures to exceed 37 feet to a maximum of 54 feet. 2. Setbacks: Minimum setbacks shall be 15 feet from any street property line and 5 feet from any internal property line. 3. Floor Area Ratio: Floor area ratio shall not exceed 0.5, except for warehouse uses, which are allowed a maximum floor area ratio of 0.75. 4. Lot Size and Dimensions: Newly created lots shall meet the minimum standards for lots provided in NBMC Section 20.20.030 for the OA (Office—Airport) Zoning District. G. Additional Development Standards In addition to the planning area specific development standards listed in Sections II(D) and II(E) of this PCDP, the following standards apply to all development within the Newport Airport Village Planned Community. 1. Maximum Intensity: The total area of all office, retail, and other commercial uses within the Newport Airport Village PC shall not exceed 297,572 square feet. 2. Parking and Circulation: Parking and on-site circulation shall comply with NBMC Chapter 20.40. All proposed development is required to be reviewed and approved by the Planning Division, Public Works Department, the City Traffic Engineer, Fire Department and Building Division. On-site circulation, including but not limited to, driveway location, sight distance, parking lot design, drive aisles, emergency vehicle access and access the disabled shall meet applicable codes, polices and design standards. All approved vehicle entry points to the PC District shall comply with applicable City of Newport Beach Public Works and Fire Department requirements regarding safe and convenient vehicular access. 3. Landscaping: A detailed landscape and irrigation plan shall be prepared by a licensed landscape architect and submitted with the Site Development Review application. Landscaping shall be designed, installed, and maintained in consistent with all requirements of NBMC Chapters 14.17 (Water Efficient Landscaping) and 20.36 (Landscaping Standards). Landscape shall also be maintained in a healthy, weed -free condition, free of litter and consistent with NBMC Section 20.30.130 (Traffic Safety Visibility Area). 4. Pedestrian and Bicycle Connection: All uses in the PC shall be interconnected through safe and efficient pedestrian and bicycle paths, including a pedestrian Newport Airport Village 13 15-104 II. LAND USE AND DEVELOPMENT REGULATIONS connection feature between the residential and non-residential components of the PC District. 5. Lighting: A detailed lighting plan with lighting fixtures and standard designs shall be submitted with the Site Development Review application and shall comply with NBMC Section 20.30.070. The lighting system shall be designed and maintained to conceal the light source and minimize light spillage and glare outside of the boundary of the PC District. A minimum average 0.5 foot-candle shall be provided on all driving or walking surface during the hours of operation and one hour thereafter. All lighting shall comply with NBMC Section 20.30.070. 6. Utilities: A Utilities Plan shall be submitted with the Site Development Review application. The final alignment and location of utilities shall be reviewed and approved by the Public Works Department. Adequate access for maintenance vehicles shall be provided. All utilities on private property shall be privately maintained and operated. 7. Air Conditioning Units: The use of individual through -window or through -wall air conditioning units any commercial or residential unit is prohibited. Signs: A comprehensive sign program with sign materials and lighting details shall be submitted with the Site Development Review application. All signage shall comply with the Chapter 20.42 of the Municipal Code. Should a future neighborhood public park be constructed in either Planning Area, the park shall be posted with a notification to users regarding the proximity to John Wayne Airport and aircraft overflight and noise. Outdoor common areas or recreational areas shall also be posted with an outdoor notification sign to users regarding the proximity to John Wayne Airport and presence of operating aircraft. 8. Fences. Hedges, & Walls: Fences, hedges, and walls shall be limited to the following heights, subject to the exceptions contained in NBMC Section 20.30.040: a. Street setback areas — 42 inches b. Interior setback areas — 6 feet C. Between residential uses and nonresidential uses and parking areas— 8 feet 9. Buffering and Screening a. General Requirements: Mechanical equipment must be located so that the impact of noise on residential uses is minimized to the greatest extent feasible. Screening shall be maintained in good condition at all times. Landscaping used as screening shall provide a dense, year-round screen. Newport Airport Village 14 15-105 II. LAND USE AND DEVELOPMENT REGULATIONS b. Roof -mounted Mechanical Equipment and Appurtenances: Roof -mounted mechanical equipment and appurtenances may not be visible in any direction (360 degrees) from a public right-of-way or adjacent residential property, as may be seen from a point six feet above ground level. Methods of screening may include mechanical roof wells recessed below the roof line or by solid and permanent roof -mounted screens. Screening must be compatible with the architectural style, materials, and color of the building on which the equipment is located. Supports for window washing equipment are permitted and are not required to be screened from view. No setbacks are required for rooftop mechanical equipment or appurtenances. All roof - mounted mechanical equipment and appurtenances shall be at or below all applicable height limits. C. Ground -mounted Mechanical Equipment: Ground -mounted mechanical equipment shall be screened from public rights-of-way and/or public property as seen from a point six feet above ground level. Methods of screening may include fences, walls, solid hedges, or other similar methods. Chain link fencing is not permitted with or without slats is not allowed. d. Outdoor Storage: Where equipment, material, or merchandise is allowed to be stored outdoors, these items shall be screened from public view and adjacent residential areas using fences, walls, solid hedges, or other methods. Chain link fencing with or without slats is not allowed. e. Solid Waste Storage Areas: New development shall provide adequate, enclosed areas with solid roofs for collecting, storing, and loading solid waste and recyclable materials. The square footage provided for solid waste and recyclable materials storage must be in compliance with NBMC Section 20.30.120. Solid waste and recyclable materials storage areas must be adequate in distribution to serve the project and be screened from public rights-of-way and/or public property as seen from a point six feet above ground level. Screening may consist of solid masonry walls, metal gates, landscaping, or similar methods. Structures used for solid waste screening must be visually compatible with the surrounding structures and must be properly secured to prevent access by unauthorized persons, while allowing authorized persons access for disposal of materials. Newport Airport Village 15 15-106 III. ARCHITECTURAL DESIGN CONSIDERATIONS III. ARCHITECTURAL DESIGN CONSIDERATIONS A. General Principles The following general principles shall be considered when siting and designing new development within Newport Airport Village. 1. Development should be designed to convey a unified and high-quality character with use of consistent architectural design vocabulary, materials, and color palette. 2. Building elevations should employ architectural treatments, articulation and modulation of mass to avoid the appearance of monolithic box -like buildings. 3. High-quality doors, windows, moldings, and finishes should be used on elevations visible from streets and pedestrian paths. 4. Roof profiles should be articulated to reduce the appearance of large structures and provide visual interest. 5. Streetscape design and plant materials should reflect the street's location and nature. 6. Abundant use of landscape within interior courtyards, open spaces, and parking areas should be encouraged. 7. The design of parking areas and parking facilities should consider architectural consistency and physical integration with nearby buildings. 8. Open parking lots should be set back from public streets and screened using buildings, decorative walls, berms or dense landscaping. B. Mixed -Use The following principles shall be considered when siting and designing new mixed-use development. 1. Residential uses should be seamlessly integrated with nonresidential uses through pedestrian connections, landscape, and other physical connections. 2. Conflicts between different uses, such as noise, vibration, glare, odors, and similar impacts, should be minimized through careful siting, building design and incorporation of appropriate building materials. 3. Entries for residential units and nonresidential businesses should be separate and well-defined. C. Residential Uses The following principles shall be considered when new development includes residential use. Newport Airport Village 16 15-107 III. ARCHITECTURAL DESIGN CONSIDERATIONS 1. Private open space for each residential unit should be usable and functional. 2. Common residential open space should create opportunities for recreation and promote an attractive living environment. D. Office/Commercial Uses The following principles shall be considered when siting and designing new office or commercial development. 1. Building siting should be oriented around public spaces such as plazas, courtyards, walkways, and open spaces. 2. On-site landscaping should emphasize special features such as entryways. 3. Landscape and other amenities should be used to provide visual relief within surface parking lots. 4. A common signage program that reflects the architectural style and character of the development should be prepared to address tenant identification and wayfinding. 5. Common streetscape and lighting programs should be developed to promote pedestrian activity. 6. Site design should provide clear site access, entrance drives and building entries as well as minimize conflicts between service vehicles, private automobiles, and pedestrians. E. Conceptual Images to Guide Development The following images provide general direction to convey the desired quality for new development through architectural massing, detail, variety in building materials and integration of pedestrian -orientation. These images are meant to inspire designers and do not indicate the precise design of future development within Newport Airport Village. The images are grouped by land use type: mixed use, multi -unit residential buildings, and office/commercial development. Newport Airport Village 17 15-108 III. ARCHITECTURAL DESIGN CONSIDERATIONS r - I Figure G - Mixed -Use Conceplua! Images Newport Airport Village 18 15-109 111. ARCHITECTURAL DESIGN CONSIDERATIONS Ik Tulle 8 - O fcel Commen-tal Cnin:eplrcrrl Lunges Newport Airport Village 20 15-111 1 Tulle 8 - O fcel Commen-tal Cnin:eplrcrrl Lunges Newport Airport Village 20 15-111 IV. RESIDENTIAL DESIGN GUIDELINES IV. RESIDENTIAL DESIGN GUIDELINES The Newport Airport Village Residential Design Guidelines are intended to set parameters for the design of residential buildings and ensure an appropriate aesthetic quality is provided on all residential buildings. All residential and mixed-use buildings within Newport Airport Village PC should be generally consistent with the guidelines contained in this section of the PCDP. A. Architectural Variety 1. Buildings should utilize more than a single -color on all fagades. 2. Buildings should utilize more than a single finished material on all fagades. For the purpose of this requirement, windows are not considered a finished material. 3. Building should have more than one roof height. The change in roof height shall be at least 5 feet for buildings with a height under 30 feet tall and 10 feet for buildings with a height of 30 feet or more. 4. Buildings should not have blank fagades. For the purpose of these guidelines a blank fagade shall mean, any portion of the fagade that is above the ground level and does not have a window or balcony 15 feet in any direction. B. Windows and Entries I. The primary pedestrian entry into the building should lead into a common lobby or corridor and shall face the street or a common open space. 2. Ground level dwelling units are encouraged to have an individual primary entry on the exterior facade of the building. 3. Rain protection should be provided above all pedestrian entries through the use of awnings, porticos, arcades, or the like. 4. Exterior windows and doors should be inset a minimum 2-% inches from the adjoining wall. C. Massing and articulation I. The first three floors of a building should have a plane -break to divide all street facing facades into segments no more than 30 feet wide. Plane -breaks shall have a minimum depth and width of 5 feet. 2. The fourth floor and above of a building should have a plane -break on all street facing facades. Plane -breaks shall have a minimum depth of 5 feet and be across 25% of the width of the building. Newport Airport Village 21 15-112 V. PLAN ADMINISTRATION AND IMPLEMENTATION V. PLAN ADMINISTRATION AND IMPLEMENTATION A. Permit Review Procedures Approval of the Site Development Review application by the City -designated Review Authority consistent with NBMC Chapter 20.52 shall be required prior to the issuance of a grading or building permit for the construction of any new structure within the boundaries of the PCDP. The application shall include all materials necessary to clearly determine consistency with this PCDP and applicable requirements of the Newport Beach Municipal Code. The applicant shall include a descriptive narrative supported by facts, exhibits, or diagrams that clearly show how a proposed development generally conforms to the PCDP design guidelines. B. Parcel or Tract Maps No parcel or tract map shall be recorded prior to the approval of the Site Development Review for the entire project or significant phase so that the responsibility for performance of, and payment for, maintenance are clear. C. Amendments to Planned Community Development Plan Applications for amendments to this Planned Community Development Plan shall follow the process identified in the NBMC Section 20.56.050(E). D. Administrative Responsibility All property within this PCDP shall be subject to NBMC Chapter 20.60 that prescribes the authority and responsibilities of the Newport Beach City Council, Planning Commission, Hearing Officer, Zoning Administrator, and Community Development Director (Planning Director) in the administration of this PCDP and the Zoning Code. E. Enforcement All property within this PCDP shall be subject to NBMC Chapter 20.68 that establishes provisions intended to ensure compliance with this PCDP and the Zoning Code. Newport Airport Village 22 15-113 Attachment D Ordinance No. 2020-23 15-114 ORDINANCE NO. 2020-23 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, APPROVING DEVELOPMENT AGREEMENT NO. DA2014-003 FOR THE NEWPORT AIRPORT VILLAGE PLANNED COMMUNITY DEVELOPMENT FOR THE PROPERTY LOCATED AT 4341, 4361, AND 4501 BIRCH STREET; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600 AND 4630 CAMPUS DRIVE; AND 4525, 4533, AND 4647 MACARTHUR BOULEVARD (PA2014-225) WHEREAS, Section 200 of the City of Newport Beach ("City") Charter vests the City Council with the authority to make and enforce all laws, rules and regulations with respect to municipal affairs subject only to the restrictions and limitations contained in the Charter and the State Constitution, and the power to exercise, or act pursuant to any and all rights, powers, and privileges, or procedures granted or prescribed by any law of the State of California; WHEREAS, an application was filed by Saunders Property Company ("Applicant") with respect to property located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600 and 4630 Campus Drive; and 4525, 4533, and 4647 MacArthur Boulevard within the northerly portion of the Campus Tract, generally bounded by Birch Street, Campus Drive, MacArthur Boulevard and the extension of Corinthian Way, legally described on Exhibit A, which is attached hereto and incorporated herein by reference ("Property"); WHEREAS, the Property is designated AO (Airport Office and Supporting Uses) by the City of Newport Beach General Plan ("General Plan") Land Use Element and is located within the OA (Office -Airport) Zoning District; WHEREAS, the Applicant proposes a Planned Community Development Plan that would allow redevelopment of the 16.46 -acre Property with up to 329 residential dwelling units, exclusive of any density bonus as allowed pursuant to California Government Code Section 65915, and up to 297,572 square feet of office, retail, and commercial uses ("Project') which require the following approvals from the City: • General Plan Amendment (GP2014-004) ("GPA") — A request to amend the General Plan Land Use Designation of the Property from AO (Airport Office and Supporting Uses) to MU -H2 (Mixed -Use Horizontal 2) and to amend Table LU2 (Anomaly Locations) to add Anomaly No. 86 to allow for the development of 329 dwelling units, exclusive of any permitted density bonus, and 297,572 square feet of commercial uses; 15-115 Ordinance No. 2020-23 Page 2 of 6 • Zoning Code Amendment (CA2014-009) — A request to change the zoning designation of the Property from OA (Office -Airport) to PC -60 (Newport Airport Village Planned Community); • Planned Community Development Plan (PC2020-002) — A request to adopt the Newport Airport Village Planned Community Development Plan ("PCDP") which sets the development design and use standards for the Property; • Development Agreement (DA2014-003) ("Development Agreement') — A request for a development agreement between the Applicant and the City, which would provide vested rights to develop the Property, while also providing negotiated public benefits; and • Addendum to the 2006 General Plan Update and 2014 General Plan Land Use Element Amendment Environmental Impact Reports (ER2020-002) — Pursuant to the California Environmental Quality Act ("CEQA"), the Addendum to the 2006 General Plan Update Program Environmental Impact Report ("PEIR") and 2014 General Plan Land Use Element Supplemental Environmental Impact Report ("SEIR") will address reasonably foreseeable environmental impacts resulting from the Project; WHEREAS, the Project is not located in the coastal zone; therefore, amending the Local Coastal Program or a coastal development permit is not required; WHEREAS, a telephonic study session was held on April 23, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19 to introduce the Project to the Planning Commission; WHEREAS, a telephonic public hearing was held by the Planning Commission on June 4, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearing was given in accordance with California Government Code Section 54950 et seq. ("Ralph M. Brown Act') and Chapter 20.62 (Public Hearings) of the Newport Beach Municipal Code ("NBMC"). Evidence, both written and oral, was presented to, and considered by, the Planning Commission at this public hearing; WHEREAS, at the hearing, the Planning Commission adopted Resolution No. PC2020-020 by a unanimous vote (6 ayes, 0 nays) recommending the City Council approve the Project; 15-116 Ordinance No. 2020-23 Page 3 of 6 WHEREAS, due to the proposed amendments to the General Plan and the Property's zoning regulations, California Public Utilities Code Section 21676(b) requires the City to refer the Project to the Orange County Airport Land Use Commission ("ALUC") for a determination of the Project's consistency with the Airport Environs Land Use Plan ("AELUP") for the John Wayne Airport; WHEREAS, on July 16, 2020, the ALUC voted (6 ayes, 0 nays) finding the Project inconsistent with the AELUP; WHEREAS, telephonic public hearings were held by the City Council on September 8, 2020 and September 22, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearings were given in accordance with California Public Utilities Code Section 21676(b), the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 20.56 (Planning Community District Procedures) and 20.62 (Public Hearings) of the NBMC. Evidence, both written and oral, was presented to, and considered by, the City Council at these public hearings; WHEREAS, pursuant to California Public Utilities Code Sections 21676(b), the City Council adopted Resolution No. 2020-_, thereby finding the Project consistent with the purpose of the State Aeronautics Act and overriding the finding of inconsistency with the AELUP; WHEREAS, Development Agreement No. DA2014-003 is required by Chapter 15.45 (Development Agreements) of the NBMC in that the Project would add more than 50 dwelling units within Statistical Area L4 (Airport Area); WHEREAS, Section 15.45.040 (Contents) of the NBMC requires inclusion of the permitted uses of the property, density or intensity of uses, maximum height and size of proposed buildings and any reservation or dedication of land required into a development agreement; WHEREAS, Section 15.45.040 (Contents) of the NBMC permits inclusion of additional provisions into the development agreement, including but not limited to, conditions, terms, restrictions and requirements for subsequent discretionary actions as well as specifying when construction commence; WHEREAS, Development Agreement No. DA2014-003 satisfies the mandatory elements of Section 15.45.040 (Contents) of the NBMC in providing for the development of 329 dwelling units, exclusive of any permitted density bonus and 297,572 square feet of nonresidential floor area and specifies provides for the dedication of parkland or an in - lieu fee; 15-117 Ordinance No. 2020-23 Page 4 of 6 WHEREAS, Development Agreement No. DA2014-003 further satisfies other mandatory elements of Section 15.45.040 (Contents) of the NBMC in the definition of Development Plan which incorporates all land use approvals required for the Project; WHEREAS, Development Agreement No. DA2014-003 also provides other non- mandatory elements, including a term of 15 years for completion of the residential portion and 20 years for completion of the commercial portion of the Project along with providing public benefits that are appropriate to support conveying the vested development rights consistent with the General Plan, NBMC, and Government Code Sections 65864 et seq.; and WHEREAS, the public benefits include the payment of a $1,000,000 public safety fee to provide new emergency response services or Fire Department equipment to serve the Airport Area and $6,000,000 public benefit fee to be used by the City Council as it deems appropriate. NOW THEREFORE, the City Council of the City of Newport Beach ordains as follows: Section 1: The City Council has considered the recommendation of the Planning Commission and has determined that modifications to the Project made by the City Council, if any, are not major changes that require referral back to the Planning Commission for consideration and recommendation. Section 2: The City Council hereby approves Development Agreement No. DA2014-003, as depicted in Exhibit B, which is attached hereto and incorporated herein by reference. Section 3: The recitals provided in this ordinance are true and correct and are incorporated into the substantive portion of this ordinance. Section 4: If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional. 15-118 Ordinance No. 2020-23 Page 5 of 6 Section 5: Environmental Impact Report Addendum No. ER2020-02 was prepared for the Project in compliance with California Public Resources Code Section 21000 et seq. ("CEQA"), CEQA Guidelines as set forth in California Code of Regulations, Title 14, Division 6, Chapter 3, and City Council Policy K-3. On the basis of the entire environmental record, the Project will not result in any new significant impacts that were not previously analyzed in the PEIR for the General Plan 2006 Update (SCH No. 2006011119) or the SEIR for the 2014 update to the Land Use Element of the General Plan (SCH No. 2013101064). The potential impacts associated with this Project would either be the same or less than those described in either the PEIR or SEIR that have been appropriately mitigated. In addition, there are no substantial changes to the circumstances under which the Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the PEIR or SEIR, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified. In accordance with Section 15164 of the CEQA Guidelines, the City Council adopted Resolution No. 2020-_, thereby adopting an addendum to the previously adopted PEIR and SEIR. Resolution No. 2020-_, including all findings contained therein, is hereby incorporated by reference. Section 6: Except as expressly modified in this ordinance, all other sections, subsections, terms, clauses and phrases set forth in the NBMC shall remain unchanged and shall be in full force and effect. Section 7: The Mayor shall sign and the City Clerk shall attest to the passage of this ordinance. The City Clerk shall cause the ordinance, or a summary thereof, to be published pursuant to City Charter Section 414. This ordinance shall be effective thirty (30) calendar days after its adoption. 15-119 Ordinance No. 2020-2a Page 6 of 6 This ordinance was introduced at a regular meeting of the City Council of the City of Newport Beach held on the 81" day of September, 2020, and adopted on the 2211 day of September, 2020, by the following vote, to -wit: AYES: NAYS: I_ : 600hia WILL O'NEILL, MAYOR ATTEST: LEILANI I. BROWN, CITY CLERK APPROVED AS TO FORM: CIRNEY'S OFFICE AARON C. HARP, CITY ATTORNEY Attachments: Exhibit A - Legal Description Exhibit B - Development Agreement 15-120 EXHIBIT "All Legal Description 15-121 ADDRESS APN LEGAL DESCRIPTION 4361 Birch Street, 427-121-23 THE LAND REFERRED TO HEREIN BELOW IS SITUATED Newport Beach NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CA CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOTS 7, 8, 9 AND 10 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. SAID LAND IS ALSO SHOWN AS PARCEL 1 ON LOT LINE ADJUSTMENT 93-5, RECORDED DECEMBER 8, 1993 AS INSTRUMENT NO. 93-0854901, OFFICIAL RECORDS. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996, OFFICIAL RECORDS. 4540 Campus 427-111-03 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 18 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE 15-122 ADDRESS APN LEGAL DESCRIPTION OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE, AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR DRIVEWAY PURPOSES OVER THE WESTERLY 12 FEET OF THE NORTHERLY 60 FEET OF LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THAT CERTAIN DECLARATION OF ACCESS EASEMENT, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440213 OF OFFICIAL RECORDS, UPON THE TERMS AND CONDITIONS AS THEREIN PROVIDED 4340 Campus 427-121-07 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: 15-123 ADDRESS APN LEGAL DESCRIPTION Newport Beach, LOT 29 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, CA COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 TO 30 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94-0085581 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94- 0085581 OF OFFICIAL RECORDS 4400 Campus 427-121-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 31 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 130, PAGE(S) 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE 15-124 ADDRESS APN LEGAL DESCRIPTION FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91-702340, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91- 702340, OF OFFICIAL RECORDS 4570 Campus 427-111-04 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAND COUNTY. EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND ALL UNDERGROUND WATER IN OR UNDER OR WHICH MAY BE PRODUCED FROM SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND 500 FEET FROM THE PRESENT SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION AND TAKING OF SAID MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER FROM SAID LAND BY MEANS OF MINES, WELLS, DERRICKS, OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND OR LYING OUTSIDE OF THE ABOVE DESCRIBED LAND, IT BEING UNDERSTOOD THAT THE OWNER OF SUCH MINERALS, OIL GAS, 15-125 ADDRESS APN LEGAL DESCRIPTION PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER AS SET FORTH ABOVE, SHALL HAVE NO RIGHT TO ENTER UPON THE SAID LAND OR ANY PORTION THEREOF ABOVE SAID PLANE PARALLEL TO AND 500 FEET BELOW THE PRESENT SURFACE OF TI EE SAID LAND FOR ANY PURPOSE WHATSOEVER. AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION IN THE DEED RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107963 OF OFFICIAL RECORDS. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692 AS AMENDED AND RESTATED IN AN INSTRUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, BOTH OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENT. DATED JUNE 17, 1992, AND RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92- 440213 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4341 Birch Street 427-121-14 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, CA STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 6 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91- 720058 OF OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND 15-126 ADDRESS APN LEGAL DESCRIPTION OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91-720058 OF OFFICIAL RECORDS. APN: 427-121-14 4500 and 4520 427-111-01, THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Campus Drive 427-111-02 CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, and 427- STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA 121-10 PARCEL 1 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 60, PAGE 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 4600 Campus 427-111-05 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 16 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE ON THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107971, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR AND OWNED OR USED BY GRANTOR IN 15-127 ADDRESS APN LEGAL DESCRIPTION CONNECTION WITH OR WITH RESPECT TO THE LAND TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107971, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AMENDED AND RESTATED OR ACCESS EASEMENTS (MACARTH U R/CAM PUS)", DATED MARCH 25, 1992, RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4360 Campus 427-121-08 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 30 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25, 26, 27, 28, 29 AND 30 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY CALIFORNIA. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR 15-128 ADDRESS APN LEGAL DESCRIPTION OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. 4501 Birch Street 427-111-10 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, CA STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: LOT 12 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190. PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR. ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92- 015047, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE 15-129 ADDRESS APN LEGAL DESCRIPTION IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92-015047, OFFICIAL RECORDS. PARCEL 2: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT; THENCE NORTH 290 52'01" WEST 327.33 FEET TO THE MOST WESTERLY CORNER OF SAID LOT; THENCE NORTH 52° 01'58" EAST 24.24 FEET ALONG THE NORTHWESTERLY LINE OF SAID LOT TO THE NORTHWESTERLY PROLONGATION OF A LINE PARALLEL WITH AND NORTHEASTERLY 24.00 FEET FROM THE SOUTHWESTERLY LINE OF SAID LOT; THENCE SOUTH 290 52' 10" EAST 331.81 FEET ALONG SAID PROLONGATION, SAID PARALLEL LINE AND THE SOUTHERLY PROLONGATION THEREOF TO A POINT ON A CURVE IN THE SOUTHERLY LINE OF SAID LOT, SAID CURVE BEING CONCAVE SOUTHERLY, HAVING A RADIUS OF 272.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 240 48' 17" WEST; THENCE WESTERLY 24.03 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 03'44" OF THE POINT OF BEGINNING. 4630 Campus 427-111-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 15 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT HOWEVER, THE RIGHT TO DRILL MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY 15-130 ADDRESS APN LEGAL DESCRIPTION RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107967, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AM ENDED AND RESTATED DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS) DATED MARCH 25, 1992 RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED " RECIPROCAL EASEMENT AGREEMENT AND CONSENT' DATED OCTOBER 14, 1999 RECORDED NOVEMBER 19, 1999 AS INSTRUMENT NO. 19990805278, AND AMENDED BY THE CERTAIN DOCUMENT ENTITLED "WAIVER AND AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT' DATED AUGUST 24, 2015 RECORDED AUGUST 28, 2015 AS INSTRUMENT NO. 2015000446662 IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. 4525, 4533 and 427-111-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE 4647 MacArthur CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Boulevard STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, PARCEL 1: CA LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGE(S) 11 TO 13 INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE 15-131 ADDRESS APN LEGAL DESCRIPTION LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692, OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, OFFICIAL RECORDS, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (BIRCH/MACARTHUR)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92- 101691 OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247259 OFFICIAL RECORDS IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4320 Campus 427-121-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 28 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN 15-132 ADDRESS APN LEGAL DESCRIPTION CORPORATION, BY DEED RECORDED MAY 6, 1994 AS INSTRUMENT NO. 94-317183 OF OFFICIAL RECORDS. 15-133 EXHIBIT "B" Development Agreement 15-134 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Attn: City Clerk (Space Above This Line Is for Recorder's Use Only) This Agreement is recorded at the request and for the benefit of the City of Newport Beach and is exempt from the payment of a recording fee pursuant to Government Code §§ 6103 and 27383. DEVELOPMENT AGREEMENT between CITY OF NEWPORT BEACH and JRSM, LLC concerning NEWPORT AIRPORT VILLAGE 4341, 4361 BIRCH STREET, AND 4501 BIRCH STREET 4320, 4340, 4360, 4400, 4540, 4500, 4520, 4570, 4600, AND 4630 CAMPUS DRIVE 4525, 4533 AND 4647 MACARTHUR BOULEVARD 15-135 THIS PAGE LEFT BLANK INTENTIONALLY 15-136 DEVELOPMENT AGREEMENT (Pursuant to Newport Beach Municipal Code Chapter 15.45 and California Government Code Sections 65864-65869.5) This DEVELOPMENT AGREEMENT ("Agreement" or "Development Agreement") is dated for reference purposes as of the _ day of , 2020 ("Agreement Date"), and is being entered into by and between the CITY OF NEWPORT BEACH ("Ciff") a California municipal corporation and charter city, organized and existing under and by virtue of its Charter and the Constitution, and the laws of the State of California, and JRSM, LLC, a California limited liability company ("Developer"). City and Developer are sometimes collectively referred to in this Agreement as the "Parties" and individually as a "Party." RECITALS A. Developer is fee simple owner of that certain real property located in the City of Newport Beach, County of Orange, State of California commonly referred to as 4341, 4361, and 4501 Birch Street, 4320, 4340, 4360, 4400, 4540, 4500, 4520, 4570, 4600, and 4630 Campus Drive, and 4525, 4533 and 4647 MacArthur Boulevard ("Property) and therefore is authorized to enter into this Agreement pursuant to Government Code Section 65865 and Newport Beach Municipal Code Chapter 15.45. The Property is more particularly described in the legal description attached hereto as Exhibit A and is depicted on the site map attached hereto as Exhibit B. B. To encourage investment in, and commitment to, comprehensive planning and public facilities financing, strengthen the public planning process and encourage private implementation of the local general plan, provide certainty in the approval of projects to avoid waste of time and resources, and reduce the economic costs of development by providing assurance to property owners that they may proceed with projects consistent with existing land use policies, rules, and regulations, the California Legislature adopted California Government Code Sections 65864-65869.5 ("Development Agreement Statute") authorizing cities and counties to enter into development agreements with persons or entities having a legal or equitable interest in real property located within their jurisdiction. C. On March 13, 2007, the City Council adopted Ordinance No. 2007-6, entitled "Ordinance Amending Chapter 15.45 of City of Newport Beach Municipal Code Regarding Development Agreements" ("Development Agreement Ordinance"). This Agreement is consistent with the Development Agreement Ordinance. D. As detailed in Section 4 of this Agreement and the Development Plans (as defined herein), and in consideration of the significant benefits outlined in this Agreement, Developer has agreed to pay a total Public Benefit Fee (as defined herein) in the sum of Six Million Dollars and 00/100 ($6,000,000). Developer shall pay the Public Benefit Fee to the City as provided in Article 3 of this Agreement. E. This Agreement is consistent with the City of Newport Beach General Plan, including, without limitation, the Property's proposed "MU -H2" (Mixed -Use Horizontal 2) General Plan designation that is being adopted and approved by the City Council concurrently 1 15-137 with its approval of this Agreement to establish appropriate standards to regulate land use and development of the Property consistent with the General Plan. G. In recognition of the significant public benefits that this Agreement provides, the City Council has found that this Agreement: (i) is consistent with the City of Newport Beach General Plan as of the date of this Agreement; (ii) is in the best interests of the health, safety, and general welfare of City, its residents, and the public; (iii) is entered into pursuant to, and constitutes a present exercise of, the City's police power; (iv) is consistent and has been approved consistent with the Project's Addendum to the Program Environmental Impact Report (SCH# 2006011119) ("PEIR") that was certified by the City Council on July 25, 2006 for the 2006 General Plan Update and Supplemental Environmental Impact Report (SCH# 2013101064) ("SEIR") that was certified by the City Council on July 22, 2014 for the 2014 Land Use Element Update, all of which analyze the environmental effects of the proposed development of the Project on the Property, and all of the findings, conditions of approval and mitigation measures related thereto; and (v) is consistent and has been approved consistent with provisions of California Government Code Section 65867 and City of Newport Beach Municipal Code Chapter 15.45. H. On June 4, 2020, City's Planning Commission held a public hearing on this Agreement, made findings and determinations with respect to this Agreement, and recommended to the City Council that the City Council approve this Agreement. I. On , 2020, the City Council also held a public hearing on this Agreement and considered the Planning Commission's recommendations and the testimony and information submitted by City staff, Developer, and members of the public. On , 2020, consistent with applicable provisions of the Development Agreement Statute and Development Agreement Ordinance, the City Council adopted Ordinance No. 2020- _ ("Adopting Ordinance"), finding this Agreement consistent with the City of Newport Beach General Plan and approving and adopting this Agreement. AGREEMENT NOW, THEREFORE, City and Developer agree as follows: 1. Definitions. In addition to any terms defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the meanings set forth below: "Action" shall have the meaning ascribed in Section 8.10 of this Agreement. "Adopting Ordinance" shall mean City Council Ordinance No. 2020-_ approving and adopting this Agreement. "Agreement" shall mean this Development Agreement, as the same may be amended from time to time. "Agreement Date" shall mean the date first written above, which date is the date the City Council adopted the Adopting Ordinance. 2 15-138 "CEOA" shall mean the California Environmental Quality Act (California Public Resources Code sections 21000-21177) and the implementing regulations promulgated thereunder by the Secretary for Resources (California Code of Regulations, Title 14, Division 6, Chapter 3, Section 15000 et seq.), as the same may be amended from time to time. "Ci" shall mean the City of Newport Beach, a California municipal corporation and charter city, and any successor or assignee of the rights and obligations of the City of Newport Beach hereunder. "City Council" shall mean the governing body of City. "City's Affiliated Parties" shall have the meaning ascribed in Section 10.1 of this Agreement. "Claim" shall have the meaning ascribed in Section 10.1 of this Agreement. "CPI Index" shall mean the Consumer Price Index published from time to time by the United States Department of Labor for all urban consumers (all items) for the smallest geographic area that includes the City or, if such index is discontinued, such other similar index as may be publicly available that is selected by City in its reasonable discretion. "Cure Period" shall have the meaning ascribed in Section 8.1 of this Agreement. "Default" shall have the meaning ascribed to that term in Section 8.1 of this Agreement. "Develop" or "Development" shall mean to improve or the improvement of the Property for the purpose of completing the structures, improvements, and facilities comprising the Project, including but not limited to: grading; the construction of infrastructure and public facilities related to the Project, whether located within or outside the Property; the construction of all of the private improvements and facilities comprising the Project; the preservation or restoration, as required of natural and man-made or altered open space areas; and the installation of landscaping. The terms "Develop" and "Development," as used herein, do not include the maintenance, repair, reconstruction, replacement, or redevelopment of any structure, improvement, or facility after the initial construction and completion thereof. "Developer" shall mean JRSM, LLC and any successor or assignee to all or any portion of its right, title, and/or interest in and to ownership of all or a portion of the Property and/or the Project. "Development Agreement Ordinance" shall mean Chapter 15.45 of the City of Newport Beach Municipal Code. "Development Agreement Statute" shall mean California Government Code Sections 65864-65869.5, inclusive. "Development Exactions" shall mean any requirement of City in connection with or pursuant to any ordinance, resolution, rule, or official policy for the dedication of land, the construction or installation of any public improvement or facility, or the payment of any fee or ki 15-139 charge in order to lessen, offset, mitigate, or compensate for the impacts of Development of the Project on the environment or other public interests. "Development Plan" shall mean all of the land use entitlements, approvals and permits approved by the City for the Project on or before the Agreement Date, as the same may be amended from time to time consistent with this Agreement. Such land use entitlements, approvals and permits include, without limitation, the following: (1) the Development rights as provided under this Agreement; (2) General Plan Amendment No. GP2014-004 to change the General Plan Land Use Designation of the project area from Airport Office and Supporting Uses (AO) to Mixed Use Horizontal 2 (MU -H2) and to amend Table LU2 (Anomaly Locations) to add the project area as an anomaly to allow for the development of 329 dwelling units, exclusive of any permitted density bonus and 297,572 square feet of nonresidential floor area; (3) Planned Community Development Plan Amendment No. PC2020-002 to adopt the Newport Airport Village Planned Community Development Plan (PCDP). The PCDP sets the development, design and land use standards for the project area; (4) Zoning Code Amendment CA2014-009 to change the zoning district of the project area from OA (Office Airport) to PC -60 (Newport Airport Village Planned Community); (5) Development Agreement No. DA2014-003 which would provide vested rights to develop the planned community, while also providing public benefits should the Project be approved; (6) a density bonus in accordance with the California Government Code Section 65915 et. seq. (7) the Addendum to PEIR (SCH No. 2006011119) and SEIR (SCH No. 2013101064) ER2020-002 (SCH#2016021023); and (8) all conditions of approval and all mitigation measure approved for the Project on or before the Agreement Date. "Development Regulations" shall mean the following regulations as they are in effect as of the Effective Date and to the extent they govern or regulate the development of the Property, but excluding any amendment or modification to the Development Regulations adopted, approved, or imposed after the Effective Date that affects the Development of the Property, unless such amendment or modification is expressly authorized by this Agreement or is agreed to by Developer in writing: the General Plan; the Development Plan; and, to the extent not expressly superseded by the Development Plan or this Agreement (see Section 4.3 in particular), all other land use and subdivision regulations governing the permitted uses, density and intensity of use, design, and improvement, procedures for obtaining required City permits and approvals for development, and similar matters that may apply to the Development of the Project on the Property during the Term of this Agreement that are set forth in Title 15 of the Municipal Code (buildings and construction), Title 19 of the Municipal Code (subdivisions and inclusionary housing), and Title 20 of the Municipal Code (planning, zoning and density bonus), but specifically excluding all other sections of the Municipal Code, including without limitation Title 5 of the Municipal Code (business licenses and regulations). Notwithstanding the foregoing, the term "Development Regulations," as used herein, does not include any City ordinance, resolution, code, rule, regulation or official policy governing any of the following: (i) the conduct of businesses, professions, and occupations; (ii) taxes and assessments; (iii) the control and abatement of nuisances; (iv) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; or (v) the exercise of the power of eminent domain. "Effective Date" shall mean the latest of all of the following occurring: (i) the date that is thirty (30) calendar days after the Agreement Date; (ii) if a referendum concerning the Adopting Ordinance, the Development Plan, or any of the Development Regulations approved on or before �lr 15-140 the Agreement Date is timely qualified for the ballot and a referendum election is held concerning the Adopting Ordinance or any of such Development Regulations, the date on which the referendum is certified resulting in upholding and approving the Adopting Ordinance and the Development Regulations; or (iii) if a lawsuit is timely filed challenging the validity or legality of the Adopting Ordinance, this Agreement, the Development Plan, and/or any of the Development Regulations approved on or before the Agreement Date, the date on which said challenge is finally resolved in favor of the validity or legality of the Adopting Ordinance, this Agreement, the Development Plan, and/or the applicable Development Regulations, whether such finality is achieved by a final non -appealable judgment, voluntary or involuntary dismissal (and the passage of any time required to appeal an involuntary dismissal), or binding written settlement agreement. Promptly after the Effective Date occurs, the Parties agree to cooperate in causing an appropriate instrument to be executed and recorded against the Property memorializing the Effective Date. "Environmental Laws" means all federal, state, regional, county, municipal, and local laws, statutes, ordinances, rules, and regulations which are in effect as of the Agreement Date, and all federal, state, regional, county, municipal, and local laws, statutes, rules, ordinances, rules, and regulations which may hereafter be enacted and which apply to the Property or any part thereof, pertaining to the use, generation, storage, disposal, release, treatment, or removal of any Hazardous Substances, including without limitation the following: the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., as amended ("CERCLA"); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et SeMc ., as amended ("RCRA"); the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. Sections 11001 et sea., as amended; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seg., as amended; the Clean Air Act, 42 U.S.C. Sections 7401 et sea., as amended; the Clean Water Act, 33 U.S.C. Section 1251, et SeMc ., as amended; the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq., as amended; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136 et sea., as amended; the Federal Safe Drinking Water Act, 42 U.S.C. Sections 300f et seq., as amended; the Federal Radon and Indoor Air Quality Research Act, 42 U.S.C. Sections 7401 et sea., as amended; the Occupational Safety and Health Act, 29 U.S.C. Sections 651 et sea., as amended; and California Health and Safety Code Section 25100, et M. "General Plan" shall mean City's 2006 General Plan adopted by the City Council on July 25, 2006, by Resolution No. 2006-76, and any amendments to the 2006 General Plan that became effective before the Effective Date. The term "General Plan" shall exclude any amendments that became effective after the Effective Date unless such amendment is expressly authorized by this Agreement, or is specifically agreed to by Developer. The Land Use Plan of the Land Use Element of the General Plan was approved by City voters in a general election on November 7, 2006. "Hazardous Substances" means any toxic substance or waste, pollutant, hazardous substance or waste, contaminant, special waste, industrial substance or waste, petroleum or petroleum -derived substance or waste, or any toxic or hazardous constituent or additive to or breakdown component from any such substance or waste, including without limitation any substance, waste, or material regulated under or defined as "hazardous" or "toxic" under any Environmental Law. 5 15-141 "Mortgage" shall mean a mortgage, deed of trust, sale and leaseback arrangement, or any other form of conveyance in which the Property, or a part or interest in the Property, is pledged as security and contracted for in good faith and for fair value. "Mortaaee" shall mean the holder of a beneficial interest under a Mortgage or any successor or assignee of the Mortgagee. "Notice of Default" shall have the meaning ascribed in Section 8.1 of this Agreement. 46p4m" or "Parties" shall mean either City or Developer or both, as determined by the context. "Project" shall mean all on-site and off-site improvements, as provided in this Agreement and the Development Regulations, as the same may be modified or amended from time to time consistent with this Agreement and applicable law. "Pro e " is located at 4341, 4361, and 4501 Birch Street, 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive, and 4525, 4533 and 4647 MacArthur Boulevard in the City, as described in Exhibit A and depicted on Exhibit B. "Public Benefit Fee" shall have the meaning ascribed in Section 3.1 of this Agreement. "Subsequent Development Approvals" shall mean all discretionary development and building approvals that Developer is required to obtain to Develop the Project on and with respect to the Property after the Agreement Date consistent with the Development Regulations and this Agreement. "Term" shall have the meaning ascribed in Section 2.4 of this Agreement. "Termination Date" shall have the meaning ascribed in Section 2.4 of this Agreement. "Transfer" shall have the meaning ascribed in Section 11 of this Agreement. 2. General Provisions. 2.1 Plan Consistency, Zoning Implementation This Agreement and the Development Regulations applicable to the Property will cause City's zoning and other land use regulations for the Property to be consistent with the General Plan. 2.2 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out in accordance with the terms of this Agreement. 2.3 Developer Representations and Warranties Regarding Ownership of the Property and Related Matters Pertaining to this Agreement 0 15-142 Developer and each person executing this Agreement on behalf of Developer hereby represents and warrants to City as follows: (i) that Developer is the fee simple owner to the Property; (ii) if Developer or any co-owner comprising Developer is a legal entity that such entity is duly formed and existing and is authorized to do business in the State of California; (iii) if Developer or any co-owner comprising Developer is a natural person that such natural person has the legal right and capacity to execute this Agreement; (iv) that all actions required to be taken by all persons and entities comprising Developer to enter into this Agreement have been taken and that Developer has the legal authority to enter into this Agreement; (v) that Developer's entering into and performing its obligations set forth in this Agreement will not result in a violation of any obligation, contractual or otherwise, that Developer or any person or entity comprising Developer has to any third party; and (vi) that neither Developer nor any co- owner comprising Developer is currently the subject of any voluntary or involuntary bankruptcy or insolvency petition; and (vii) that Developer has no actual knowledge of any pending or threatened claims of any person or entity affecting the validity of any of the representations and warranties set forth in clauses (i) -(vi), inclusive or affecting Developer's authority or ability to enter into or perform any of its obligations set forth in this Agreement. 2.4 Term. The term of this Agreement ("Term") shall commence on the Effective Date and shall terminate on the "Termination Date." Notwithstanding any other provision set forth in this Agreement to the contrary, if any Party reasonably determines that the Effective Date of this Agreement will not occur because, for example, (i) the Adopting Ordinance or any of the Development Regulations approved on or before the Agreement Date for the Project has/have been disapproved by City's voters at a referendum election or (ii) a final non -appealable judgment is entered in a judicial action challenging the validity or legality of the Adopting Ordinance, this Agreement, and/or any of the Development Regulations for the Project approved on or before the Agreement Date such that this Agreement and/or any of such Development Regulations is/are invalid and unenforceable in whole or in such a substantial part that the judgment substantially impairs such Party's rights or substantially increases its obligations or risks hereunder or thereunder, then such Party, in its sole and absolute discretion, shall have the right to terminate this Agreement upon delivery of a written notice of termination to the other Party, in which event neither Party shall have any further rights or obligations hereunder except that Developer's indemnity obligations set forth in Article 10 shall remain in full force and effect and shall be enforceable, and the Development Regulations applicable to the Project and the Property only (but not those general Development Regulations applicable to other properties in the City) shall be repealed by the City after delivery of said notice of termination except for the Development Regulations that have been disapproved by City's voters at a referendum election and, therefore, never took effect. The Termination Date shall be the earliest of the following dates: (i) the fifteenth (15th) anniversary of the Effective Date for the residential portion and the twentieth (20th) anniversary for the non-residential portion; (ii) such earlier date that this Agreement may be terminated in accordance with Articles 5, and 7, and/or Section 8.3 of this Agreement and/or Sections 65865.1 and/or 65868 of the Development Agreement Statute; or (iii) completion of the Project in accordance with the terms of this Agreement, including Developer's complete satisfaction, performance, and payment, as applicable, of all Development Exactions, the issuance of all 7 15-143 required final occupancy permits, and acceptance by City or applicable public agency(ies) or private entity(ies) of all required offers of dedication. Notwithstanding any other provision set forth in this Agreement to the contrary, the provisions set forth in Article 10 and Section 14.11 (as well as any other Developer obligations set forth in this Agreement that are expressly survive the Termination Date of this Agreement. 3. Public Benefits. 3.1 Public Benefit Fee. written to survive the Termination Date) shall As consideration for City's approval and performance of its obligations set forth in this Agreement, Developer shall pay to City a fee in the amount of Six Million Dollars and 00/100 ($6,000,000), which shall be in addition to any other fee or charge to which the Property and the Project would otherwise be subject. The Developer shall pay Two Million Dollars and 00/100 ($2,000,000) of the Public Benefit Fee to the City within thirty (30) days of the Effective Date of the Agreement; Two Million Dollars and 00/100 ($2,000,000) of the Public Benefit Fee at the time the City issues the Project's first building permit; and Two Million Dollars and 00/100 ($2,000,000) of the Public Benefit Fee to the City at the time of issuance of the first certificate of occupancy or temporary occupancy permit. Should the Developer fail to pay the Public Benefit Fee at the times provided above, the Developer shall be in default of the Agreement, as further described in Article 8 of this Agreement. The amount of the Public Benefit Fee shall be increased based upon percentage increases in the CPI Index. The first CPI adjustment to the Public Benefit Fee shall occur on the third anniversary of the City Council's adoption of the Adopting Ordinance (the first "Adjustment Date") and subsequent CPI adjustments shall occur on each anniversary of the first Adjustment Date thereafter until expiration of the Term of this Agreement (each, an "Adjustment Date"). The amount of the CPI adjustment on the first Adjustment Date shall be the percentage increase in the CPI Index between the second anniversary of the City Council's adoption of the Adopting Ordinance and the third anniversary of the City Council's adoption of the Adopting Ordinance. The amount of the CPI adjustment on each subsequent Adjustment Date shall be the percentage increase between said Adjustment Date and the immediately preceding Adjustment Date. The amount of the percentage increase in the CPI Index on the applicable Adjustment Dates shall in each instance be calculated based on the then most recently available CPI Index figures such that, for example, if the first Adjustment Date occurs on September 1, 2020, and the most recently available CPI Index figure on that date is the CPI Index for July 2020 (2 months prior to the first Adjustment Date), the percentage increase in the CPI Index on the first Adjustment Date shall be calculated by comparing the CPI Index for July 2019 with the CPI Index for July 2020. In no event, however, shall application of the CPI Index on any Adjustment Date reduce the amount of the Public Benefit Fee (or unpaid portion thereof) below the amount in effect prior to that Adjustment Date. Notwithstanding any other provision set forth in this Agreement to the contrary, during the Term of this Agreement City shall not increase the Public Benefit Fee except pursuant to the CPI Index as stated in this Section 3.1. 15-144 The City has not designated a specific project or purpose for the Public Benefit Fee. Developer acknowledges by its approval and execution of this Agreement that it is voluntarily agreeing to pay the Public Benefit Fee and the fees identified in Section 3.2 below, that its obligation to pay the Public Benefit Fee or the fees in Section 3.2 is an essential term of this Agreement and is not severable from City's obligations and Developer's vested rights to be acquired hereunder, and that Developer expressly waives any constitutional, statutory, or common law right it might have in the absence of this Agreement to protest or challenge the payment of the Public Benefits identified in this Section 3.1 on any ground whatsoever, including without limitation pursuant to the Fifth and Fourteenth Amendments to the United States Constitution, California Constitution Article I Section 19, the Mitigation Fee Act (California Government Code Section 66000 et seq. ), or otherwise. In addition to any other remedy set forth in this Agreement for Developer's default, if Developer shall fail to timely pay any portion of the Public Benefits identified in this Section 3.1 when due, City shall have the right to withhold issuance of any further building permits, occupancy permits, or other development or building permits for the Project. 3. 1.1 Public Benefit Fee Allocation. The City Council retains sole and absolute discretion to determine how the Public Benefit Fee shall be allocated and no final decisions have been made as of the Agreement Date. 3.2 Other Public Benefits. In addition to the Public Benefit Fee, the direct and indirect benefits City expects to receive pursuant to this Development Agreement are as follows: 3.2.1 Park Land. The park land dedication requirement for the Project pursuant to the City General Plan Land Use Policy 6.5.13 is one (1) acre. City acknowledges that Developer's performance of its obligations as set forth in this section satisfies all of Developer's General Plan, Quimby Act and Municipal Code Chapter 19.52 obligations governing park land dedication and fees. City acknowledges that Developer shall be eligible to receive credit against the payment of fees or dedication of land consistent with the General Plan. As of the Effective Date, the established fair market value for one (1) acre of land used in assessing in -lieu of park dedication fees equals Two Million Five Hundred Thousand Dollars and 00/100 ($2,500,000). Developer fees and credit shall be based on the established Two Million Five Hundred Thousand Dollars and 00/100 ($2,500,000) per acre. In lieu of dedicating land, the Developer shall pay one-half of the park dedication fee at the time the first building permit(s) is issued for any residential unit and the second -half to be paid at the time the first building permit(s) is issued for the non- residential portion of the Project. 3.2.2 Public Safety Fee. Developer shall pay a public safety fee in the amount of One Million Dollars and 00/100 ($1,000,000) to be used, at City's discretion, to fund the cost of staffing, services and equipment as necessary for fire related public safety purposes. The fee shall be paid at the time the first building permit is issued. 3.3 Reserved. z 15-145 4. Development of Project. 4.1 Applicable Regulations; Developer's Vested Rights and City's Reservation of Discretion With Respect to Subsequent Development Approvals. Other than as expressly set forth in this Agreement, during the Term of this Agreement, (i) Developer shall have the vested right to Develop the Project on and with respect to the Property in accordance with the terms of the Development Regulations and this Agreement and (ii) City shall not prohibit or prevent development of the Property on grounds inconsistent with the Development Regulations or this Agreement. Notwithstanding the foregoing, nothing herein is intended to limit or restrict the City's discretion with respect to (i) those review and approval requirements contained in the Development Regulations, (ii) the exercise of any discretionary authority City retains under the Development Regulations, (iii) the approval, conditional approval, or denial of any Subsequent Development Approvals that are required for Development of the Project as of the Effective Date, or (iv) any environmental approvals that may be required under CEQA or any other federal or state law or regulation in conjunction with any Subsequent Development Approvals that may be required for the Project, and in this regard, as to future actions in connection with the Subsequent Development Approvals, the City reserves its full discretion to the same extent that it would have such discretion in the absence of this Agreement. In addition, it is understood and agreed that nothing in this Agreement is intended to vest Developer's rights with respect to any laws, regulations, rules, or official policies of any other (i.e., non -City) governmental agency or public utility company with jurisdiction over the Property or the Project; or any applicable federal or state laws, regulations, rules, or official policies that may be inconsistent with this Agreement and that override or supersede the provisions set forth in this Agreement, and regardless of whether such overriding or superseding laws, regulations, rules, or official policies are adopted or applied to the Property or the Project prior or subsequent to the Agreement Date. Developer has expended and will continue to expend substantial amounts of time and money planning and preparing for Development of the Project. Developer represents, and City acknowledges, that Developer would not make these expenditures without this Agreement, and that Developer is and will be making these expenditures in reasonable reliance upon its vested rights to Develop the Project as set forth in this Agreement. Developer may apply to City for permits or approvals necessary to modify or amend the Development specified in the Development Regulations, without amending this Agreement, provided that the request does not propose an increase in the maximum density, intensity, height, or size of proposed structures, or a change in use that generates more peak hour traffic or more daily traffic and, in addition, Developer may apply to City for approval of minor amendments to the existing tentative tract map, if any, or associated conditions of approval, consistent with City of Newport Beach Municipal Code Section 19.12.090. This Agreement does not constitute a promise or commitment by City to approve any such permit or approval, or to approve the same with or without any particular requirements or conditions, and City's discretion with respect to such matters shall be the same as it would be in the absence of this Agreement. 4.2 No Conflicting Enactments. 10 15-146 Except to the extent City reserves its discretion as expressly set forth in this Agreement, during the Term of this Agreement City shall not apply to the Project or the Property any ordinance, policy, rule, regulation, or other measure relating to Development of the Project that is enacted or becomes effective after the Effective Date to the extent it conflicts with this Agreement or Developer consents in writing. This Section 4.2 shall not restrict City's ability to enact an ordinance, policy, rule, regulation, or other measure applicable to the Project pursuant to California Government Code Section 65866 consistent with the procedures specified in Section 4.3 of this Agreement. In Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, the California Supreme Court held that a construction company was not exempt from a city's growth control ordinance even though the city and construction company had entered into a consent judgment (tantamount to a contract under California law) establishing the company's vested rights to develop its property consistent with the zoning. The California Supreme Court reached this result because the consent judgment failed to address the timing of development. The Parties intend to avoid the result of the Pardee case by acknowledging and providing in this Agreement that Developer shall have the vested right to Develop the Project on and with respect to the Property at the rate, timing, and sequencing that Developer deems appropriate within the exercise of Developer's sole subjective business judgment, provided that such Development occurs in accordance with this Agreement and the Development Regulations, notwithstanding adoption by City's electorate of an initiative to the contrary after the Effective Date. No City moratorium or other similar limitation relating to the rate, timing, or sequencing of the Development of all or any part of the Project and whether enacted by initiative or another method, affecting subdivision maps, building permits, occupancy certificates, or other entitlement to use, shall apply to the Project to the extent such moratorium or other similar limitation restricts Developer's vested rights in this Agreement or otherwise conflicts with the express provisions of this Agreement. 4.3 Reservations of Authority. Notwithstanding any other provision set forth in this Agreement to the contrary, the laws, rules, regulations, and official policies set forth in this Section 4.3 shall apply to and govern the Development of the Project on and with respect to the Property. 4.3.1 Procedural Regulations. Unless otherwise specified in this Agreement, procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of procedure shall apply to the Property, provided that such procedural regulations are adopted and applied City- wide or to all other properties similarly situated in City. 4.3.2 Processing and Permit Fees. City shall have the right to charge, and Developer shall be required to pay, all applicable processing and permit fees to cover the reasonable cost to City of processing and reviewing applications and plans for any required Subsequent Development Approvals, building permits, excavation and grading permits, encroachment permits, and the like, for performing necessary studies and reports in connection therewith, inspecting the work constructed or installed by or on behalf of Developer, and monitoring compliance with any requirements applicable to Development of the Project, all at the rates in effect at the time fees are due. 11 15-147 4.3.3 Consistent Future City Regulations. City ordinances, resolutions, regulations, and official policies governing Development which do not conflict with the Development Regulations, or with respect to such regulations that do conflict, where Developer has consented in writing to the regulations, shall apply to the Property. 4.3.4 Development Exactions Applicable to Property. During the Term of this Agreement, Developer shall be required to satisfy and pay all Development Exactions at the time performance or payment is due to the same extent and in the same amount(s) that would apply to Developer and the Project in the absence of this Agreement. City shall not alter, increase, or modify said Development Exaction in a manner that is inconsistent with this Agreement, the Project's conditions of approval, or the Development Regulations without Developer's prior written consent or as may be otherwise required pursuant to overriding federal or state laws or regulations (Section 4.3.5 below). In addition, nothing in this Agreement is intended or shall be deemed to vest Developer against the obligation to pay any of the following (which are not included within the definition of "Development Exactions") in the full amount that would apply in the absence of this Agreement: (i) City's normal fees for processing, environmental assessment and review, tentative tract and parcel map review, plan checking, site review and approval, administrative review, building permit, grading permit, inspection, and similar fees imposed to recover City's costs associated with processing, reviewing, and inspecting project applications, plans, and specifications, including CEQA review; (ii) fees and charges levied by any other public agency, utility, district, or joint powers authority, regardless of whether City collects those fees and charges; or (iii) community facility district special taxes or special district assessments or similar assessments, business license fees, bonds or other security required for public improvements, transient occupancy taxes, sales taxes, property taxes, sewer lateral connection fees, water service connection fees, new water meter fees, and the Property Development Tax payable under Section 3.12 of City's Municipal Code. 4.3.5 Overriding Federal and State Laws and Regulations Federal and state laws and regulations that override Developer's vested rights set forth in this Agreement shall apply to the Property, together with any City ordinances, resolutions, regulations, and official policies that are necessary to enable City to comply with the provisions of any such overriding federal or state laws and regulations, provided that (i) Developer does not waive its right to challenge or contest the validity of any such purportedly overriding federal, state, or City law or regulation; and (ii) upon the discovery of any such overriding federal, state, or City law or regulation that prevents or precludes compliance with any provision of this Agreement, City or Developer shall provide to the other Party a written notice identifying the federal, state, or City law or regulation, together with a copy of the law or regulation and a brief written statement of the conflict(s) between that law or regulation and the provisions of this Agreement. Promptly thereafter, City and Developer shall meet and confer in good faith in a reasonable attempt to determine whether a modification or suspension of this Agreement, in whole or in part, is necessary to comply with such overriding federal, state, or City law or regulation. In such negotiations, City and Developer agree to preserve the terms of this Agreement and the rights of Developer as derived from this Agreement to the maximum feasible extent while resolving the conflict. City agrees to cooperate with Developer at no cost to City in resolving the conflict in a manner which minimizes any financial impact of the conflict upon Developer. City also agrees to process in a prompt manner Developer's proposed changes to the Project and any of the Development Regulations as may be necessary to comply with such overriding federal, state, or 12 15-148 City law or regulation; provided, however, that the approval of such changes by City shall be subject to the discretion of City, consistent with this Agreement. 4.3.6 Public Health and Safety. Any City ordinance, resolution, rule, regulation, program, or official policy that is necessary to protect persons on the Property or in the immediate vicinity from conditions dangerous to their health or safety, as reasonably determined by City, shall apply to the Property, even though the application of the ordinance, resolution, rule regulation, program, or official policy would result in the impairment of Developer's vested rights under this Agreement. 4.3.7 Uniform Building Standards. Existing and future building and building - related standards set forth in the building standard codes adopted and amended by City from time -to -time, including building, plumbing, mechanical, electrical, housing, swimming pool, and fire codes, and any modifications and amendments thereof shall all apply to the Project and the Property to the same extent that the same would apply in the absence of this Agreement. 4.3.8 Public Works Improvements. To the extent Developer constructs or installs any public improvements, works, or facilities, the City standards in effect for such public improvements, works, or facilities at the time of City's issuance of a permit, license, or other authorization for construction or installation of same shall apply. 4.3.9 No Guarantee or Reservation of Utility Capacity. Notwithstanding any other provision set forth in this Agreement to the contrary, nothing in this Agreement is intended or shall be interpreted to require City to guarantee or reserve to or for the benefit of Developer or the Property any utility capacity, service, or facilities that may be needed to serve the Project, whether domestic or reclaimed water service, sanitary sewer transmission or wastewater treatment capacity, downstream drainage capacity, or otherwise, and City shall have the right to limit or restrict Development of the Project if and to the extent that City reasonably determines that inadequate utility capacity exists to adequately serve the Project at the time Development is scheduled to commence. Notwithstanding the foregoing, City covenants to provide utility services to the Project on a non-discriminatory basis (i.e., on the same terms and conditions that City undertakes to provide such services to other similarly situated new developments in the City of Newport Beach as and when service connections are provided and service commences). 4.4 Tentative Subdivision Maps. City agrees that Developer may file and process new and existing vesting tentative maps for the Property consistent with California Government Code sections 66498.1-66498.9 and City of Newport Beach Municipal Code Chapter 19.20. Developer agrees that filing and issuance of a new subdivision map may trigger additional development impact fees. Pursuant to the applicable provision of the California Subdivision Map Act (California Government Code section 66452.6(a)), the life of any tentative subdivision map approved for the Property, whether designated a "vesting tentative map" or otherwise, shall be extended for the Term of this Agreement. 5. Amendment or Cancellation of Agreement This Agreement may be amended or canceled in whole or in part only by mutual written and executed consent of the Parties in compliance with California Government Code Section 13 15-149 65868 and Newport Beach Municipal Code Section 15.45.070 or by unilateral termination by City in the event of an uncured default of Developer. 6. Enforcement. Unless amended or canceled pursuant to California Government Code Section 65868, Newport Beach Municipal Code Section 15.45.070, or modified or suspended pursuant to Newport Beach Municipal Code Chapter 15.45 or California Government Code Section 65869.5, and except as otherwise provided in subdivision (b) of Section 65865.3, this Agreement shall be enforceable by either Party despite any change in any applicable general or specific plan, zoning, subdivision, or building regulation or other applicable ordinance or regulation adopted by City (including by City's electorate) that purports to apply to any or all of the Property. 7. Annual Review of Developer's Compliance With Agreement. 7.1 General. City shall review this Agreement once during every twelve (12) month period following the Effective Date for compliance with the terms of this Agreement as provided in Government Code section 65865.1. Developer (including any successor to the owner executing this Agreement on or before the date of the Adopting Ordinance) shall pay City a reasonable fee in an amount City may reasonably establish from time -to -time to cover the actual and necessary costs for the annual review. City's failure to timely provide or conduct an annual review shall not constitute a Default hereunder by City. 7.2 Developer Obligation to Demonstrate Good Faith Compliance During each annual review by City, Developer is required to demonstrate good faith compliance with the terms of the Agreement. Developer agrees to furnish such evidence of good faith compliance as City, in the reasonable exercise of its discretion, may require, thirty (30) calendar days prior to each anniversary of the Effective Date during the Term. 7.3 Procedure. The Zoning Administrator shall conduct a duly noticed hearing and shall determine, on the basis of substantial evidence, whether or not Developer has, for the period under review, complied with the terms of this Agreement. If the Zoning Administrator finds that Developer has so complied, the annual review shall be concluded. If the Zoning Administrator finds, on the basis of substantial evidence, that Developer has not so complied, written notice shall be sent to Developer by first class mail of the Zoning Administrator's finding of non-compliance, and Developer shall be given at least ten (10) calendar days to cure any noncompliance that relates to the payment of money and thirty (30) calendar days to cure any other type of noncompliance. If a cure not relating to the payment of money cannot be completed within thirty (30) calendar days for reasons which are beyond the control of Developer, Developer must commence the cure within such thirty (30) calendar days and diligently pursue such cure to completion. If Developer fails to cure such noncompliance within the time(s) set forth above, such failure shall be considered to be a Default and City shall be entitled to exercise the remedies set forth in Article 8 below. 14 15-150 7.4 Annual Review a Non -Exclusive Means for Determining and Requiring Cure of Developer's Default. The annual review procedures set forth in this Article 7 shall not be the exclusive means for City to identify a Default by Developer or limit City's rights or remedies for any such Default. 8. Events of Default. 8.1 General Provisions. In the event of any material default, breach, or violation of the terms of this Agreement ("Default"), the Parry alleging a Default shall deliver a written notice (each, a "Notice of Default') to the defaulting Party. The Notice of Default shall specify the nature of the alleged Default and a reasonable manner and sufficient period of time (twenty (20) calendar days if the Default relates to the failure to timely make a monetary payment due hereunder and not less than thirty (30) calendar days in the event of non -monetary Defaults) in which the Default must be cured ("Cure Period"). During the Cure Period, the Party charged shall not be considered in Default for the purposes of termination of this Agreement or institution of legal proceedings. If the alleged Default is cured within the Cure Period, then the Default thereafter shall be deemed not to exist. If a non -monetary Default cannot be cured during the Cure Period with the exercise of commercially reasonable diligence, the defaulting Party must promptly commence to cure as quickly as possible, and in no event later than thirty (30) calendar days after it receives the Notice of Default, and thereafter diligently pursue said cure to completion. Notwithstanding the foregoing, the City is not required to give Developer notice of default and may immediately pursue remedies for a Developer Default that result in an immediate threat to public health, safety or welfare. 8.2 Default by Developer. If Developer is alleged to have committed Default and it disputes the claimed Default, it may make a written request for an appeal hearing before the City Council within ten (10) calendar days of receiving the Notice of Default, and a public hearing shall be scheduled at the next available City Council meeting to consider Developer's appeal of the Notice of Default. Failure to appeal a Notice of Default to the City Council within the ten (10) calendar day period shall waive any right to a hearing on the claimed Default. If Developer's appeal of the Notice of Default is timely and in good faith but after a public hearing of Developer's appeal the City Council concludes that Developer is in Default as alleged in the Notice of Default, the accrual date for commencement of the thirty (30) calendar day Cure Period provided in Section 8.1 shall be extended until the City Council's denial of Developer's appeal is communicated to Developer in writing. 8.3 City's Option to Terminate Agreement. In the event of an alleged Developer Default, City may not terminate this Agreement without first delivering a written Notice of Default and providing Developer with the opportunity to cure the Default within the Cure Period, as provided in Section 8.1, and complying with Section 8.2 if Developer timely appeals any Notice of Default. A termination of this Agreement by City shall be valid only if good cause exists and is supported by evidence presented to the 15 15-151 City Council at or in connection with a duly noticed public hearing to establish the existence of a Default. The validity of any termination may be judicially challenged by Developer. Any such judicial challenge must be brought within sixty (60) calendar days of service on Developer, by first class mail, postage prepaid, of written notice of termination by City or a written notice of City's determination of an appeal of the Notice of Default as provided in Section 8.2. 8.4 Default by City. If Developer alleges a City Default and alleges that the City has not cured the Default within the Cure Period, Developer may pursue any legal or equitable remedy available to it, including, without limitation, an action for a writ of mandamus, injunctive relief, or specific performance of City's obligations set forth in this Agreement. Upon a City Default, any resulting delays in Developer's performance hereunder shall neither be a Developer Default nor constitute grounds for termination or cancellation of this Agreement by City and shall, at Developer's option (and provided Developer delivers written notice to City within thirty (30) calendar days of the commencement of the alleged City Default), extend the Term for a period equal to the length of the delay. 8.5 Waiver. Failure or delay by any Party in delivering a Notice of Default shall not waive that Party's right to deliver a future Notice of Default of the same or any other Default. 8.6 Specific Performance Remedy. Due to the size, nature, and scope of the Project, it will not be practical or possible to restore the Property to its pre-existing condition once implementation of this Agreement has begun. After such implementation, both Developer and City may be foreclosed from other choices they may have had to plan for the development of the Property, to utilize the Property or provide for other benefits and alternatives. Developer and City have invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement. It is not possible to determine the sum of money which would adequately compensate Developer or City for such efforts. For the above reasons, except as set forth in Section 8.7, City and Developer agree that damages would not be an adequate remedy if either City or Developer fails to carry out its obligations under this Agreement. Therefore, except as set forth in Section 8.7, specific performance of this Agreement is necessary to compensate Developer if City fails to carry out its obligations under this Agreement or to compensate City if Developer falls to carry out its obligations under this Agreement. 8.7 Monetary es. The Parties agree that monetary damages shall not be an available remedy for any Party for a Default hereunder by the other Party; provided, however, that (i) nothing in this Section 8.7 is intended or shall be interpreted to limit or restrict City's right to recover the Public Benefit Fees due from Developer as set forth herein; and (ii) nothing in this Section 8.7 is intended or shall be interpreted to limit or restrict Developer's indemnity obligations set forth in Article 10 or the right of the prevailing Party in any Action to recover its litigation expenses, as set forth in 16 15-152 Section 8. 10. In no event shall damages be awarded against the City upon an event of default or upon termination of this Agreement. Developer expressly agrees that the City, any City agencies and their respective elected and appointed councils, boards, commissions, officers, agents, employees, volunteers and representatives (collectively, for purposes of this Section 8.7, "City") shall not be liable for any monetary damage for a Default by the City or any claims against City arising out of this Agreement. Developer hereby expressly waives any such monetary damages against the City. The sole and exclusive judicial remedy for Developer in the event of a Default by the City shall be an action in mandamus, specific performance, or other injunctive or declaratory relief. 8.8 Additional Ci Remedy for Developer's Default In the event of any Default by Developer, in addition to any other remedies which may be available to City, whether legal or equitable, City shall be entitled to receive and retain any Development Exactions applicable to the Project or the Property, including any fees, grants, dedications, or improvements to public property which it may have received prior to Developer's Default without recourse from Developer or its successors or assigns. 8.9 No Personal Liability of City Officials Employees or Agents No City official, employee, or agent shall have any personal liability hereunder for a Default by City of any of its obligations set forth in this Agreement. 8.10 No Recovery of Legal Expenses by Prevailing Pgiy in Any Action In any judicial proceeding, arbitration, or mediation (collectively, an "Action") between the Parties that seeks to enforce the provisions of this Agreement or arises out of this Agreement, the prevailing Party shall not recover any of its costs and expenses, regardless of whether they would be recoverable under California Code of Civil Procedure section 1033.5 or California Civil Code section 1717 in the absence of this Agreement. These costs and expenses include, but are not limited to, court costs, expert witness fees, attorneys' fees, City staff costs (including overhead), and costs of investigation and preparation before initiation of the Action. 9. Force Majeure. No Party shall be deemed to be in Default where failure or delay in performance of any of its obligations under this Agreement is caused, through no fault of the Party whose performance is prevented or delayed, by floods, earthquakes, other acts of God, fires, wars, riots or similar hostilities, strikes or other labor difficulties, state or federal regulations, or court actions. Except as specified above, nonperformance shall not be excused because of the act or omission of a third person. In no event shall the occurrence of an event of force majeure operate to extend the Term of this Agreement. In addition, in no event shall the time for performance of a monetary obligation, including without limitation Developer's obligation to pay Public Benefit Fees, be extended pursuant to this Section. 10. Indemnity Obligations of Developer 10.1 Indemnity Arising From Acts or Omissions of Developer. 17 15-153 Except to the extent caused by the intentional misconduct or gross negligent acts, errors or omissions of City or one (1) or more of City's officials, employees, agents, attorneys, and contractors (collectively, the "City's Affiliated Parties"), Developer shall indemnify, defend, and hold harmless City and City's Affiliated Parties from and against all suits, claims, liabilities, losses, damages, penalties, obligations, and expenses (including but not limited to reasonable attorneys' fees and costs) (collectively, a "Claim") that may arise, directly or indirectly, from the acts, omissions, or operations of Developer or Developer's agents, contractors, subcontractors, agents, or employees in the course of Development of the Project or any other activities of Developer relating to the Property or Project, or pursuant to this Agreement. City shall be entitled to retain separate counsel to represent City against the Claim and the City's reasonable defense costs for its separate counsel shall be included in Developer's indemnity obligation, provided that such counsel shall reasonably cooperate with Developer in an effort to minimize the total litigation expenses incurred by Developer. In the event either City or Developer recovers any attorney's fees, expert witness fees, costs, interest, or other amounts from the party or parties asserting the Claim, Developer shall be entitled to retain the same (provided it has fully performed its indemnity obligations hereunder). The indemnity provisions in this Section 10.1 shall commence on the Agreement Date, regardless of whether the Effective Date occurs, and shall survive the Termination Date. 10.2 Third Party Litigation. In addition to its indemnity obligations set forth in Section 10.1, Developer shall indemnify, defend, and hold harmless City and City's Affiliated Parties from and against any Claim against City or City's Affiliated Parties seeking to attack, set aside, void, or annul the approval of this Agreement, the Adopting Ordinance, any of the Development Regulations for the Project (including without limitation any actions taken pursuant to CEQA with respect thereto), any Subsequent Development Approval, or the approval of any permit granted pursuant to this Agreement (including without limitation any actions taken pursuant to CEQA with respect thereto). Said indemnity obligation shall include payment of reasonable attorney's fees, expert witness fees, City staff costs (including overhead), and court costs. City shall promptly notify Developer of any such Claim and City shall cooperate with Developer in the defense of such Claim. Developer shall not be responsible to indemnify, defend, and hold City harmless from such Claim until Developer is so notified and if City fails to cooperate in the defense of a Claim Developer shall not be responsible to defend, indemnify, and hold harmless City during the period that City so fails to cooperate or for any losses attributable thereto. City shall be entitled to retain separate counsel to represent City against the Claim and the City's reasonable defense costs for its separate counsel shall be included in Developer's indemnity obligation, provided that such counsel shall reasonably cooperate with Developer in an effort to minimize the total litigation expenses incurred by Developer. In the event either City or Developer recovers any attorney's fees, expert witness fees, costs, interest, or other amounts from the party or parties asserting the Claim, Developer shall be entitled to retain the same (provided it has fully performed its indemnity obligations hereunder). No settlement of any Claim against City or City's Affiliated Parties shall be executed without the written consent of both the City and Developer. The indemnity provisions in this Section 10.2 shall commence on the Agreement Date, regardless of whether the Effective Date occurs, and shall survive the Termination Date. 10.3 Environmental Indemnity. 18 15-154 In addition to its indemnity obligations set forth in Section 10.1, from and after the Effective Date Developer shall indemnify, defend, and hold harmless City and City's Affiliated Parties from and against any and all Claims for personal injury or death, property damage, economic loss, statutory penalties or fines, and damages of any kind or nature whatsoever, including without limitation reasonable attorney's fees, expert witness fees, and costs, based upon or arising from any of the following: (i) the actual or alleged presence of any Hazardous Substance on or under any of the Property in violation of any applicable Environmental Law; (ii) the actual or alleged migration of any Hazardous Substance from the Property through the soils or groundwater to a location or locations off of the Property; and (iii) the storage, handling, transport, or disposal of any Hazardous Substance on, to, or from the Property and any other area disturbed, graded, or developed by Developer in connection with Developer's Development of the Project. The indemnity provisions in this Section 10.3 shall commence on the Effective Date occurs, and shall survive the Termination Date. 11. Assignment. Developer shall have the right to sell, transfer, or assign (hereinafter, collectively, a "Transfer") Developer's interest in or fee title to the Property, in whole or in part, to a "Permitted Transferee" (which successor, as of the effective date of the Transfer, shall become the "Developer" under this Agreement) at any time from the Agreement Date until the Termination Date; provided, however, that no such Transfer shall violate the provisions of the Subdivision Map Act (Government Code Section 66410 et seg.) or City's local subdivision ordinance and any such transfer shall include the assignment and assumption of Developer's rights, duties, and obligations set forth in or arising under this Agreement as to the Property or the portion thereof so Transferred and shall be made in strict compliance with the following conditions precedent: (i) no transfer or assignment of any of Developer's rights or interest under this Agreement shall be made unless made together with the Transfer of all or a part of Developer's interest in the Property; and (ii) prior to the effective date of any proposed Transfer, Developer (as transferor) shall notify City, in writing, of such proposed Transfer and deliver to City a written assignment and assumption, executed in recordable form by the transferring and successor Developer and in a form subject to the reasonable approval of the City Attorney of City (or designee), pursuant to which the transferring Developer assigns to the successor Developer and the successor Developer assumes from the transferring Developer all of the rights and obligations of the transferring Developer with respect to the Property and this Agreement, or interest in the Property, or portion thereof to be so Transferred, including in the case of a partial Transfer the obligation to perform such obligations that must be performed outside of the Property so Transferred that are a condition precedent to the successor Developer's right to develop the portion of the Property so Transferred. Any Permitted Transferee shall have all of the same rights, benefits, duties, obligations, and liabilities of Developer under this Agreement with respect to the portion of, or interest in, the Property sold, transferred, and assigned to such Permitted Transferee; provided, however, that in the event of a Transfer of less than all of the Property, or interest in the Property, no such Permitted Transferee shall have the right to enter into an amendment of this Agreement that jeopardizes or impairs the rights or increases the obligations of the Developer with respect to the balance of the Property, without Developer's written consent. Notwithstanding any Transfer, the transferring Developer shall continue to be jointly and severally liable to City, together with the successor Developer, to perform all of the transferred 19 15-155 obligations set forth in or arising under this Agreement unless there is full satisfaction of all of the following conditions, in which event the transferring Developer shall be automatically released from any and all obligations with respect to the portion of the Property so Transferred: (i) the transferring Developer no longer has a legal or equitable interest in the portion of the Property so Transferred other than as a beneficiary under a deed of trust; (ii) the transferring Developer is not then in Default under this Agreement and no condition exists that with the passage of time or the giving of notice, or both, would constitute a Default hereunder; (iii) the transferring Developer has provided City with the notice and the fully executed written and recordable assignment and assumption agreement required as set forth in the first paragraph of this Section 11; and (iv) the successor Developer either (A) provides City with substitute security equivalent to any security previously provided by the transferring Developer to City to secure performance of the successor Developer's obligations hereunder with respect to the Property, or interest in the Property, or the portion of the Property so Transferred, as determined in the City's sole discretion, or (B) if the transferred obligation in question is not a secured obligation, the successor Developer either provides security reasonably satisfactory to City or otherwise demonstrates to City's reasonable satisfaction, as determined in the City's sole discretion, that the successor Developer has the financial resources or commitments available to perform the transferred obligation at the time and in the manner required under this Agreement and the Development Regulations for the Project. Any determination by the City in regards to the second paragraph of Section 11, subpart (iv) (A), (B), shall be documented in writing. 12. Mortgagee Rights. 12.1 Encumbrances on Property. The Parties agree that this Agreement shall not prevent or limit Developer in any manner from encumbering the Property, any part of the Property, or any improvements on the Property with any Mortgage securing financing with respect to the construction, development, use, or operation of the Project. 12.2 Mortgagee Protection. This Agreement shall be superior and senior to the lien of any Mortgage. Nevertheless, no breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. Any acquisition or acceptance of title or any right or interest in the Property or part of the Property by a Mortgagee (whether due to foreclosure, trustee's sale, deed in lieu of foreclosure, lease termination, or otherwise) shall be subject to all of the terms and conditions of this Agreement. Any Mortgagee who takes title to the Property or any part of the Property shall be entitled to the benefits arising under this Agreement. 12.3 Mortgagee Not Obligated. Notwithstanding the provisions of this Section 12.3, a Mortgagee will not have any obligation or duty under the terms of this Agreement to perform the obligations of Developer or other affirmative covenants of Developer, or to guarantee this performance except that: (i) the Mortgagee shall have no right to develop the Project under the Development Regulations without fully complying with the terms of this Agreement; and (ii) to the extent that any covenant to be C 15-156 performed by Developer is a condition to the performance of a covenant by City, that performance shall continue to be a condition precedent to City's performance. 12.4 Notice of Default to Mortgagee: Right of Mortgagee to Cure Each Mortgagee shall, upon written request to City, be entitled to receive written notice from City of: (i) the results of the periodic review of compliance specified in Article 7 of this Agreement, and (ii) any default by Developer of its obligations set forth in this Agreement. Each Mortgagee shall have a further right, but not an obligation, to cure the Default within thirty (30) calendar days after receiving a Notice of Default with respect to a monetary Default and within sixty (60) calendar days after receiving a Notice of Default with respect to a non -monetary Default. If the Mortgagee can only remedy or cure a non -monetary Default by obtaining possession of the Property, then the Mortgagee shall have the right to seek to obtain possession with diligence and continuity through a receiver or otherwise, and to remedy or cure the non -monetary Default within sixty (60) calendar days after obtaining possession and, except in case of emergency or to protect the public health or safety, City may not exercise any of its judicial remedies set forth in this Agreement to terminate or substantially alter the rights of the Mortgagee until expiration of the sixty (60) calendar day period. In the case of a non -monetary Default that cannot with diligence be remedied or cured within sixty (60) calendar days, the Mortgagee shall have additional time as is reasonably necessary to remedy or cure the Default, provided the Mortgagee promptly commences to cure the non -monetary Default within sixty (60) calendar days and diligently prosecutes the cure to completion. 13. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy. 14. Miscellaneous Terms. 14.1 Reserved 14.2 Notices. Any notice or demand that shall be required or permitted by law or any provision of this Agreement shall be in writing. If the notice or demand will be served upon a Party, it either shall be personally delivered to the Party; deposited in the United States mail, certified, return receipt requested, and postage prepaid; or delivered by a reliable courier service that provides a receipt showing date and time of delivery with courier charges prepaid. The notice or demand shall be addressed as follows: TO CITY: City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 Attn: City Manager With a copy to: City Attorney City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 21 15-157 TO DEVELOPER: JRSM, LLC 4040 MacArthur Boulevard, Suite 300 Newport Beach, CA 92660 With a copy to: Sean Matsler, Esq. Cox, Castle & Nicholson LLP 3121 Michelson Drive, Ste. 200 Irvine, CA 92612 Any Party may change the address stated in this Section 14.2 by delivering notice to the other Parties in the manner provided in this Section 14.2, and thereafter notices to such Party or Parties shall be addressed and submitted to the new address. Notices delivered in accordance with this Agreement shall be deemed to be delivered upon the earlier of: (i) the date received, or (ii) three (3) business days after deposit in the mail as provided above. 14.3 Proiect as Private Undertaking. The Development of the Project is a private undertaking. Neither the Developer nor the City is acting as the agent of the other in any respect, and each is an independent contracting entity with respect to the terms, covenants, and conditions set forth in this Agreement. This Agreement forms no partnership, joint venture, or other association of any kind. The only relationship between the Parties is that of a government entity regulating the Development of private property by the owner of the property. 14.4 Cooperation. Each Party shall cooperate with and provide reasonable assistance to the other Party to the extent consistent with and necessary to implement this Agreement. Upon the request of a Party at any time, the other Party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record the required instruments and writings and take any actions as may be reasonably necessary to implement this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 14.5 Estoppel Certificates. At any time, any Party may deliver written notice to the other Party requesting that Party certify in writing that, to the best of its knowledge: (i) this Agreement is in full force and effect and is binding on the Party; (ii) this Agreement has not been amended or modified either orally or in writing or, if this Agreement has been amended, the Party providing the certification shall identify the amendments or modifications; and (iii) the requesting Party is not in Default in the performance of its obligations under this Agreement and no event or situation has occurred that with the passage of time or the giving of Notice or both would constitute a Default or, if such is not the case, then the other Party shall describe the nature and amount of the actual or prospective Default. Such estoppel certificates may be relied upon only by the Parties, their respective successors and assigns, and, in the event of an estoppel certificate issued by City, a Mortgagee of Developer, including a Permitted Transferee, and its actual or prospective 22 15-158 Mortgagee. City shall be entitled to payment/reimbursement for its actual and reasonable costs of investigation and preparation of an estoppel certificate prior to issuing the same. The Party requested to furnish an estoppel certificate shall execute and return the certificate within thirty (30) calendar days following receipt (assuming, in the case of an estoppel certificate to be issued by City, Developer has paid City the cost thereof, as provided above). 14.6 Rules of Construction. The singular includes the plural; the masculine and neuter include the feminine; "shall" is mandatory; and "may" is permissive. 14.7 Time Is of the Essence. Time is of the essence regarding each provision of this Agreement as to which time is an element. 14.8 Waiver. The failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, and failure by a Party to exercise its rights upon a Default by the other Party, shall not constitute a waiver of that Party's right to demand strict compliance by the other Party in the future. 14.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be identical and may be introduced in evidence or used for any other purpose without any other counterpart, but all of which shall together constitute one (1) and the same agreement. 14.10 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter addressed in this Agreement. 14.11 Severability. The Parties intend that each and every obligation of the Parties is interdependent and interrelated with the other, and if any provision of this Agreement or the application of the provision to any Party or circumstances shall be held invalid or unenforceable to any extent, it is the intention of the Parties that the remainder of this Agreement or the application of the provision to persons or circumstances shall be rendered invalid or unenforceable. The Parties intend that no Party shall receive any of the benefits of the Agreement without the full performance by such Party of all of its obligations provided for under this Agreement. Without limiting the generality of the foregoing, the Parties intend that Developer shall not receive any of the benefits of this Agreement if any of Developer's obligations are rendered void or unenforceable as the result of any third party litigation, and City shall be free to exercise its legislative discretion to amend or repeal the Development Regulations applicable to the Property 23 15-159 and Developer shall cooperate as required, despite this Agreement, should third party litigation result in the nonperformance of Developer's obligations under this Agreement. The provisions of this Section 14.11 shall apply regardless of whether the Effective Date occurs and after the Termination Date. 14.12 Construction. This Agreement has been drafted after extensive negotiation and revision. Both City and Developer are sophisticated parties who were represented by independent counsel throughout the negotiations or City and Developer had the opportunity to be so represented and voluntarily chose to not be so represented. City and Developer each agree and acknowledge that the terms of this Agreement are fair and reasonable, taking into account their respective purposes, terms, and conditions. This Agreement shall therefore be construed as a whole consistent with its fair meaning, and no principle or presumption of contract construction or interpretation shall be used to construe the whole or any part of this Agreement in favor of or against any Party. 14.13 Successors and Assigns; Constructive Notice and Acceptance The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement. Except for those provisions relating to indemnity in Section 10, all other provisions of this Agreement shall, from and after the Effective Date hereof, be enforceable as equitable servitudes and constitute covenants running with the land. Subject to occurrence of the Effective Date, each covenant to do or refrain from doing some act hereunder with regard to Development of the Property: (i) is for the benefit of and is a burden upon every portion of the Property; (ii) runs with the Property and each portion thereof; and (iii) is binding upon each Party and each successor in interest during its ownership of the Property or any portion thereof. Every person or entity who now or later owns or acquires any right, title, or interest in any part of the Project or the Property is and shall be conclusively deemed to have consented and agreed to every provision of this Agreement. This Section 14.13 applies regardless of whether the instrument by which such person or entity acquires the interest refers to or acknowledges this Agreement and regardless of whether such person or entity has expressly entered into an assignment and assumption agreement as provided for in Article 11. 14.14 No Third Party Beneficiaries. The only Parties to this Agreement are City and Developer. This Agreement does not involve any third party beneficiaries, and it is not intended and shall not be construed to benefit or be enforceable by any other person or entity. 14.15 Applicable Law and Venue. This Agreement shall be construed and enforced consistent with the laws of the State of California, without regard to conflicts of law principles. Any action at law or in equity arising under this Agreement or brought by any Party for the purpose of enforcing, construing, or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or the United States District Court for the Central District of California. The Parties waive all provisions of law providing for the removal or change of venue to any other court. 24 15-160 14.16 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect construction or interpretation of this Agreement. 14.17 Incorporation of Recitals and Exhibits. All of the Recitals are incorporated into this Agreement by this reference. Exhibits A through B are attached to this Agreement and incorporated by this reference as follows: EXHIBIT DESIGNATION DESCRIPTION A Legal Description of Property B Site Map 14.18 Recordation. The City Clerk of City shall record this Agreement and any amendment, modification, or cancellation of this Agreement in the Office of the County Recorder of the County of Orange within the period required by California Government Code section 65868.5 and City of Newport Beach Municipal Code section 15.45.090. The date of recordation of this Agreement shall not modify or amend the Effective Date or the Termination Date. [SIGNATURE PAGE FOLLOWS] 25 15-161 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT ATTEST: Leilani I. Brown, City Clerk APPROVED AS TO FORM: Aaron C. Harp, City Attorney Sean Matsler, Attorney for Developer "DEVELOPER" JRSM, LLC, a California limited liability company By: _ Name: Title: By: _ Name: Title: "CITY" 26 CITY OF NEWPORT BEACH, a municipal corporation and charter city Will O'Neill, Mayor 15-162 ACKNOWLEDGEMENTS 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 On , before me, (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (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 On I , before me, (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) -27- 15-163 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY ADDRESS APN LEGAL DESCRIPTION 4361 Birch Street, 427-121-23 THE LAND REFERRED TO HEREIN BELOW IS SITUATED NEWPORT Newport Beach CA BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOTS 7, 8,9 AND 10 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES ll, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. SAID LAND IS ALSO SHOWN AS PARCEL 1 ON LOT LINE ADJUSTMENT 93-5, RECORDED DECEMBER 8, 1993 AS INSTRUMENT NO. 93-0854901, OFFICIAL RECORDS. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY 15-164 ADDRESS APN LEGAL DESCRIPTION RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996, OFFICIAL RECORDS. 4540 Campus Drive 427-111-03 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: LOT 18 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES I1 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92- 440215 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE, AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED 15-165 ADDRESS APN LEGAL DESCRIPTION JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR DRIVEWAY PURPOSES OVER THE WESTERLY 12 FEET OF THE NORTHERLY 60 FEET OF LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THAT CERTAIN DECLARATION OF ACCESS EASEMENT, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440213 OF OFFICIAL RECORDS, UPON THE TERMS AND CONDITIONS AS THEREIN PROVIDED 4340 Campus Drive 427-121-07 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 29 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 TO 30 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94-0085581 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL REMOVE AND STORE THE 15-166 ADDRESS APN LEGAL DESCRIPTION SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94-0085581 OF OFFICIAL RECORDS 4400 Campus Drive 427-121-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 31 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 130, PAGE(S) 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91-702340, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, 15-167 ADDRESS APN LEGAL DESCRIPTION STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91-702340, OF OFFICIAL RECORDS 4570 Campus Drive 427-111-04 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAND COUNTY. EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND ALL UNDERGROUND WATER IN OR UNDER OR WHICH MAY BE PRODUCED FROM SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND 500 FEET FROM THE PRESENT SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION AND TAKING OF SAID MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER FROM SAID LAND BY MEANS OF MINES, WELLS, DERRICKS, OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND OR LYING OUTSIDE OF THE ABOVE DESCRIBED LAND, IT BEING UNDERSTOOD THAT THE OWNER OF SUCH MINERALS, OIL GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER AS SET FORTH ABOVE, SHALL HAVE NO RIGHT TO ENTER UPON THE SAID LAND OR ANY PORTION THEREOF ABOVE SAID PLANE PARALLEL TO AND 500 FEET BELOW THE PRESENT SURFACE OF TI EE SAID LAND FOR ANY PURPOSE WHATSOEVER. AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION IN THE DEED RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107963 OF OFFICIAL RECORDS. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692 AS AMENDED AND RESTATED IN AN INSTRUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, BOTH OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN 15-168 ADDRESS APN LEGAL DESCRIPTION INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENT. DATED JUNE 17, 1992, AND RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92- 440213 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4341 Birch Street 427-121-14 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 6 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91-720058 OF OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91-720058 OF OFFICIAL RECORDS. APN: 427-121-14 15-169 ADDRESS APN LEGAL DESCRIPTION 4500 and 4520 427-111-01, THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Campus Drive 427-111-02 CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE Newport Beach, CA and OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: 427-121-10 PARCEL 1 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 60, PAGE 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 4600 Campus Drive 427-111-05 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL l: LOT 16 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES II TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE ON THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107971, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL PERCOLATING, PRESCRIPTIVE, ADJUDICATED, 15-170 ADDRESS APN LEGAL DESCRIPTION STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-10797 1, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AMENDED AND RESTATED OR ACCESS EASEMENTS (MACARTHUR/CAMPUS)", DATED MARCH 25, 1992, RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4360 Campus Drive 427-121-08 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 30 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25, 26, 27, 28, 29 AND 30 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY CALIFORNIA. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER., RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY 15-171 ADDRESS APN LEGAL DESCRIPTION OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. 4501 Birch Street 427-111-10 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL l: LOT 12 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190. PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR. ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92-015047, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, 15-172 ADDRESS APN LEGAL DESCRIPTION LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92-015047, OFFICIAL RECORDS. PARCEL 2: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 1 I TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT; THENCE NORTH 290 52' 01" WEST 327.33 FEET TO THE MOST WESTERLY CORNER OF SAID LOT; THENCE NORTH 52° 01' 58" EAST 24.24 FEET ALONG THE NORTHWESTERLY LINE OF SAID LOT TO THE NORTHWESTERLY PROLONGATION OF A LINE PARALLEL WITH AND NORTHEASTERLY 24.00 FEET FROM THE SOUTHWESTERLY LINE OF SAID LOT; THENCE SOUTH 29° 52' 10" EAST 331.81 FEET ALONG SAID PROLONGATION, SAID PARALLEL LINE AND THE SOUTHERLY PROLONGATION THEREOF TO A POINT ON A CURVE IN THE SOUTHERLY LINE OF SAID LOT, SAID CURVE BEING CONCAVE SOUTHERLY, HAVING A RADIUS OF 272.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 24° 48' 17" WEST; THENCE WESTERLY 24.03 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 03' 44" OF THE POINT OF BEGINNING. 4630 Campus Drive 427-111-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL 1: LOT 15 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND INCLUDING THE 15-173 ADDRESS APN LEGAL DESCRIPTION RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT HOWEVER, THE RIGHT TO DRILL MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107967, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AM ENDED AND RESTATED DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS) DATED MARCH 25, 1992 RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED " RECIPROCAL EASEMENT AGREEMENT AND CONSENT" DATED OCTOBER 14, 1999 RECORDED NOVEMBER 19, 1999 AS INSTRUMENT NO. 19990805278, AND AMENDED BY THE CERTAIN DOCUMENT ENTITLED "WAIVER AND AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT" DATED AUGUST 24, 2015 RECORDED AUGUST 28, 2015 AS INSTRUMENT NO. 2015000446662 IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. 4525, 4533 and 427-111-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE 4647 MacArthur CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE Boulevard OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGE(S) I1 TO 13 INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE 15-174 ADDRESS APN LEGAL DESCRIPTION RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692, OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, OFFICIAL RECORDS, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (BIRCH/MACARTHUR)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101691 OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247259 OFFICIAL RECORDS IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4320 Campus Drive 427-121-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Newport Beach, CA CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE 15-175 ADDRESS APN LEGAL DESCRIPTION OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 28 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION, BY DEED RECORDED MAY 6, 1994 AS INSTRUMENT NO. 94-317183 OF OFFICIAL RECORDS. 15-176 EXHIBIT B SITE MAP 15-177 lyl s� � -r�;m •.4t � � ,�.�-� e Leg t� end r.. r Nv { Project Area ', r► ' ® 65 JWACNEL JWA Safety Zones City Boundary Site Map - Newport Airport Village IN E. AI 1. ! �F\' (DA2014-003) Gry of P4s btt 61-h (PA2014-225) GIS 0 f Max :9,2o.a rAM 1 .11, 192" 1- .Mwxxe 15-178 04- � 4• .� �+ MOW J r lyl s� � -r�;m •.4t � � ,�.�-� e Leg t� end r.. r Nv { Project Area ', r► ' ® 65 JWACNEL JWA Safety Zones City Boundary Site Map - Newport Airport Village IN E. AI 1. ! �F\' (DA2014-003) Gry of P4s btt 61-h (PA2014-225) GIS 0 f Max :9,2o.a rAM 1 .11, 192" 1- .Mwxxe 15-178 Q SEW Pp�T CITY OF z NEWPORT BEACH c�<,FORN'P City Council Staff Report ATTACHMENT E September 8, 2020 Agenda Item No. 14 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Seimone Jurjis, Community Development Director - 949-644-3232, sjurjis@newportbeachca.gov PREPARED BY: Jim Campbell, Deputy Community Development Director David Blumenthal, AICP, Planning Consultant dblumenthal@newportbeachca.gov PHONE: 949-644-3204 TITLE: Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) ABSTRACT - The applicant is processing a number of applications, including a General Plan Amendment, Planned Community Development Plan (PCDP), and a Development Agreement that would allow for the future redevelopment of the 16.46 -acre property with up to 444 dwelling units (329 base units and 115 density bonus units) and 297,572 square feet of retail, office, and other airport supporting use. In addition, the proposal would include a request to override the Airport Land Use Commission's (ALUC) inconsistency determination with the Airport Environs Land Use Plan (AELUP) for John Wayne Airport. For City Council's consideration is the adoption of the environmental clearance for the project, introduction of two ordinances to rezone the property, adoption of the PCDP, and approval of a Development Agreement. If approved, then a second public hearing would be conducted on September 22, 2020 for the City Council to take final action on the proposed override of the Airport Land Use Commission determination, General Plan Amendment and adoption of the two ordinances. RECOMMENDATION: a) Conduct a public hearing; b) Adopt Resolution No. 2020-78, A Resolution of the City Council of the City of Newport Beach, California, Adopting Environmental Impact Report Addendum No. ER2020- 002 to the 2006 General Plan Update Program Environmental Impact Report and 2014 General Plan Land Use Element Update Supplemental Environmental Impact Report for the Newport Airport Village Planned Community Development Located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive; and 4525, 4533, and 4647 Macarthur Boulevard (PA2014-225); 15-179 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 2 c) Waive full reading, direct the City Clerk to read by title only, introduce Ordinance No. 2020-22, An Ordinance of the City Council of the City of Newport Beach, California, Approving Zoning Code Amendment No. CA2014-009 and Planned Community Development Plan No. PC2020-02 Establishing the Newport Airport Village Planned Community Development Plan Located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive; and 4525, 4533, and 4647 Macarthur Boulevard (PA2014-225), and pass to second reading on September 22, 2020; and d) Waive full reading, direct the City Clerk to read by title only, introduce Ordinance No. 2020-23, An Ordinance of the City Council of the City of Newport Beach, California, Approving Development Agreement No. DA2014-003 for the Newport Airport Village Planned Community Development for the Property Located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive; and 4525, 4533, and 4647 Macarthur Boulevard (PA2014- 225), and pass to second reading on September 22, 2020. FUNDING REQUIREMENTS: As part of the Development Agreement, the applicant has agreed to pay a $6,000,000 public benefit fee, $2,500,000 park in -lieu fee and $1,000,000 public safety fee. This results in a net positive fiscal impact of $9,500,000. INTRODUCTION: Proiect Settin The 16.46 -acre project site is generally located southeast of John Wayne Airport (JWA), a commercial and general aviation airport that is owned and operated by the County of Orange. The site is west of MacArthur Boulevard, south of Campus Drive, north of Birch Street, and about 550 feet north of Dove Street. The project site is currently developed with a variety of commercial uses, including retail, restaurants, rental vehicle facilities and office buildings. The project site is within the Airport Area of the City and currently has a General Plan Land Use Plan Category of Airport Office (AO). Additionally, the project site is zoned OA (Office Airport) that allows uses consistent with the Land Use Plan Category. Surrounding land uses include various multiple -story professional and medical office buildings, a five -story apartment building, multiple hotels, retail businesses, restaurants vehicle sales and repairs, and vehicle rental agencies. In addition to these uses, JWA is located to the west and north of the site. 15-180 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 3 T Figure 1- Project Boundaries Project Description Leu d Saunders Property Company c/o Starpointe Ventures ("Applicant") seeks approval of a General Plan Amendment, Zoning Code Amendment, Planned Community Development Plan, and a Development Agreement. The Applicant's request does not include a specific development project at this time, but rather it is for legislative approvals only. Should the subject applications be approved by the City Council, future development would require the processing of a site development review application and be required to comply with the development and use standards set forth in the PCDP. A complete analysis of the project and related entitlement findings can be found in the attached Planning Commission staff report (Attachment D). DISCUSSION: General Plan Amendment and Policy Waiver The proposal would amend the General Plan Land Use Category of the site from Airport Office (AO) (Figure 2) to Mixed Use Horizontal 2 (MU -H2) (Figure 3). This change would alter the future focus of the property from uses that are solely intended to support or benefit from airport operations (e.g. professional offices, aviation retail, automobile rental and sales, hotels, ancillary retail and restaurant), to a horizontal intermixing of uses that may include regional commercial office, multi -family residential, vertical mixed-use buildings, industrial, hotel rooms, and ancillary neighborhood commercial uses. 15-181 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 4 0 cr r� A,0 G Figure 2 - Existing Land Use Map Figure 3 -Proposed Land Use Map 15-182 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 5 This General Plan Amendment would also provide Anomaly 86 to the General Plan Table LU2 (Anomaly Locations) establishing the following maximum development limits to the site: Table. Residential Development Allocation Base Anomaly Statistical Land Use Development Project Totals With Density Bonus Replacement Units Number Area Designation Limit (so Development Limit Other Additional Information 2,200 Nonresidential Approved Projects 86 L4 MU -1-12 development 329 dwelling units Uptown Newport 1 632 1 290 297,572 322 1,244 The General Plan contains a maximum limit of 2,200 dwelling units within the MU -1-12 designation of the Airport Area. In considering the Newport Airport Village project, in conjunction with the other approved and pending projects within the MU -1-12 land use designation, there would be 430 remaining units available for other properties with the MU -1-12 designation (see Table 1). Table 1 — Airport Area Residential Units Residential Development Allocation Base Units Density Bonus Units Project Totals With Density Bonus Replacement Units Additive Units Total Units General Plan Development Limit (MU -H2) 1650 550 2,200 Approved Projects Uptown Newport 1 632 1 290 922 322 1,244 Newport Crossings 259 0 259 91 350 Projects Under Review The Koll Center Residences 260 260 52 312 Proposed Newport Airport Village 329 0 329 115 444 Remaining Development Allocation 430 0 430 It is important to note that the density bonus units do not count towards the capacity limits of the General Plan since State Housing Law excludes these types of dwelling units from maximum allowable densities under the General Plan. In accordance with City Council Policy A-18, the attached Planning Commission staff report (Attachment D) contains a complete Charter Section 423 analysis. The property is located in Statistical Area L4. The proposed General Plan Amendment does not allocate new dwelling units, nor increase the amount of floor area allowed, and does not increase a.m. or p.m. peak hour traffic trips to the statistical area. As a result, the Amendment is not classified as a major amendment requiring a vote of the electorate. In addition to the amendments to the General Plan, the Applicant is requesting to waive General Plan Policies LU 6.15.7 (Overall Density and Housing Types) and LU 6.15.13 (Neighborhood Parks Standards). 15-183 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 6 Policy LU 6.15.7 (Overall Density and Housing Types) states: Require that residential units be developed at a minimum density of 30 units and maximum of 50 units per net acre averaged over the total area of each residential village. Net acreage shall be exclusive of existing and new rights- of-way, public pedestrian ways, and neighborhood parks. Within these densities, provide for the development of a mix of building types ranging from townhomes to high-rises to accommodate a variety of household types and incomes and to promote a diversity of building masses and scales. The residential component of the project is 329 units (excluding density bonus units) within the 16.46 -acre residential village, which results in a net density of 20 dwelling units per acre. In order to meet the minimum 30 dwelling units per acre, the Applicant would need to provide 493 units. Considering that residential development would be limited to Planning Area 1 of the project site (see Figure 5), it would be appropriate to consider how the overall site density would result in actual development. Planning Area 1 is 7.14 acres, to which the construction of 329 units would have an effective density of 46 units per acre (the 493 units would result in an effective density of 69 units per acre). The PCDP requires that any residential development include an affordable housing component, which shall have a minimum of 5 percent of units for very -low income households, or a minimum of 10 percent of units for low-income households, or a minimum 10 percent of units for moderate -income households. Accordingly, the future developer of any residential project would be eligible for incentives and concessions under Government Code Section 65915. Government Code Section 65915 also prohibits the City from applying a development standard that will have the effect of physically precluding the construction of a development. In Wollmer v. City of Berkeley (193 Cal. App. 4th 1329(2011)), the Court of Appeals of California interpreted the waiver of height standards, number of stories and setbacks to accommodate project amenities such as an interior courtyard, community plaza and high ceilings as physical constraints that would warrant a waiver pursuant to Government Code Section 65915. A waiver of General Plan Policy LU 6.15.7 is consistent with the concessions that could be granted under Government Code Section 65915 and would be consistent with the Appeals Court ruling. Policy LU 6.15.13 (Neighborhood Parks Standards) states: To provide a focus and identity for the entire neighborhood and to serve the daily recreational and commercial needs of the community within easy walking distance of homes, require dedication and improvement of at least 8 percent of the gross land area (exclusive of existing rights-of-way) of the first phase development in each neighborhood, or % acre, whichever is greater, as a neighborhood park. This requirement may be waived by the City where it can be demonstrated that the development parcels are too small to feasibly accommodate the park or inappropriately located to serve the needs of local residents, and when an in -lieu fee is paid to the City for the acquisition and improvement of other properties as parklands to serve the Airport Area. 15-184 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 7 in every case, the neighborhood park shall be at least 8 percent of the total Residential Village Area or one acre in area, whichever is greater, and shall have a minimum dimension of 150 feet. Park acreage shall be exclusive of existing or new rights-of-way, development sites, or setback areas. A neighborhood park shall satisfy some or all of the requirements of the Park Dedication Ordinance, as prescribed by the Recreation Element of the General Plan. The ability to waive the requirements of Policy LU 6.15.13 are self-contained within the policy itself. The Council may waive the dedication of land for a neighborhood park when: 1) the area to be dedicated would be too small or be inappropriately located, and 2) the applicant pays an appropriate in -lieu fee. Due to the proximity to the airport and surrounding land uses, staff is of the opinion that it would not be appropriate to locate a neighborhood park on the development site. Accordingly, the applicant has agreed to pay an in -lieu fee of $2,500,000. Zoning Code Amendment The Zoning Code Amendment would rezone the site from OA (Office Airport) to PC -60 (Planned Community - Newport Airport Village Planned Community) to implement the proposed MU -H2 land use designation. According to the Newport Beach Municipal Code (NBMC) Section 20.56.020, the minimum area requirement for a PCDP is ten acres of improved land, unless the Council waives the requirement. In this case, the PCDP is comprised of 16.46 acres of improved land. CO T U P C P J• i� ' aoG� coR,�TH�q � � s WAY K F OA Z PC -11 m � PC -15 Figure 4 - Proposed Zoning Map 15-185 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 8 This rezone would allow for the adoption of the Planned Community Development Plan (PCDP), which would set the development standards and land use regulations for the project site as required by Chapter 20.56 (Planned Community District Procedures) of the NBMC. Planned Community Development Plan The proposed Newport Airport Village PCDP (Attachment E) is divided into the following sections: Introduction and Purpose — Introduces the project, site, and surrounding area. II. Land Use and Development Regulations — Creates the permitted uses and development standards. III. Architectural Design Considerations — Provides principles and concepts to guide the site layout and architectural design of buildings. IV. Residential Design Guidelines — Establishes specific architectural standards that residential developments will need to comply with. V. Plan Administration and Implementation — Sets the process to review development and amending the PCDP. Site Development Review is required for the development of new buildings. To achieve a mixed-use environment, Newport Airport Village PC District is divided into two planning areas (see Figure 5). Planning Area 1 would accommodate the residential development component of the site, plus up to 94,583 square feet of nonresidential (food service, retail, offices, and personal services) uses. It is important to note that all dwelling units in Planning Area 1 would be required to be located outside of John Wayne Airport's 65-dBA CNEL zone and Safety Zone 3. Planning Area 2 is limited to nonresidential uses with a FAR of 0.5. This would include food services, bars/nightclubs, retail sales, offices, personal services, and most uses permitted or conditionally permitted within the Office Airport (OA) zone. 15-186 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 9 John rport -- .�■ �r- O' 4? ■ ae � ✓/ 1 ij ■ Ua�r FQJy ar 1 g l J Planning Area 1 ,gip. J r R r w:. r f 01—n;- annn Are 2' � g a I Planning Area 1 Planning Area 2 ► 30 units/acre minimum N/A ► g� .. 5"°e�y Zcr�� • U � w � 37', an increase to 54' is 37' (nonresidential) allowed with approval of a m � � Site Development Permit Setbacks Buildings under 20' in height 15' from street property line e 10' from street property line J 5' from internal property line Figure 5 - Planning Areas The PCDP also establishes the development standards that future development would need to abide by, a summary of which is contained in Table 2. Table 2 - Development Standards Development Standard Planning Area 1 Planning Area 2 Housing Density 30 units/acre minimum N/A 46 units/acre maximum Building Height 85' (residential and mixed-use) 37', an increase to 54' is 37' (nonresidential) allowed with approval of a Site Development Permit Setbacks Buildings under 20' in height 15' from street property line 10' from street property line 5' from internal property line 5' from internal property line Buildings 20' or greater in height 20' from street property line 5' from internal property line Floor Area 94,583 square feet 0.5 Floor Area Ratio (202,989 square feet) Open Space Private - 5% gross floor area/unit N/A Common - 75 square feet/unit 15-187 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 10 When the Planning Commission initially reviewed the project, the allowable building height for Planning Area 2 was 55 feet, with approval of a Site Development Permit. However, the Federal Aviation Administration (FAA) has conducted a more detailed analysis of the allowed heights and has determined the maximum height within this planning area should not exceed 54 feet due to a potential conflict with a microwave transmission antenna. Accordingly, the PCDP has been amended to reflect the FAA's determination. Development Agreement Pursuant to NBMC Section 15.45.020(A)(2)(a), a Development Agreement is required whenever a General Plan Amendment or Zoning Code Amendment is proposed that will result in the development of 50 or more dwelling units. The intent of the Development Agreement is to provide the property owner/developer a vested development right, while providing some public benefit to the community. In this case, the property owner/developer would have a vested right to develop 444 dwelling units (329 base units and up to 115 density bonus units) and 297,572 square feet of commercial floor area, provided the proposed development complies with the development regulations and design guidelines set forth in the PCDP. The vested right to develop is for 15 years for the residential portion of the project and 20 years for the nonresidential portion of the project. In consideration of the vested development right, the property owner/developer will pay the following in addition to standard impact fees: • Public Benefit Fee: $6,000,000 in three installments - ($2,000,000 at entitlement approval, $2,000,000 at building permit issuance, and $2,000,000 at Certificate of Occupancy) • General Pan Policy Waiver In -Lieu Park Fee: $2,500,000 • Public Safety Fee: $1,000,000 for Fire Life Safety staffing, services, or equipment The Development Agreement can be found as Exhibit B of Attachment C of this report. Fiscal Analysis An independent fiscal impact analysis was prepared by Applied Development Economics (Attachment F), which was based on the City's Fiscal Impact Model. The analysis prepared for the Newport Airport Village project concludes that existing permitted land uses on the site could generate $153,364 annually, while the proposed project would result in an annual cost of $466,523 for a total net change of $619,887 annually. It should be noted that the fiscal outcome of the proposed project is in line with earlier analysis of the current General Plan allowances, because the proposed dwelling units for the site are part of the existing dwelling unit allocation under the 2006 General Plan. 15-188 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 11 Plannina Commission Review On June 4, 2020, the Planning Commission conducted a duly noticed public hearing to consider the requested application (Attachment G). Other than the applicant and his representative, only one member of the public addressed the Planning Commission regarding the request. At the conclusion of the public hearing, the Planning Commission adopted Resolution No. PC2020-20 (Attachment H), thereby recommending the City Council approve the project, by a unanimous 6-0 vote. Airport Environs Land Use Plan The project site falls within the airport planning area of the Airport Environs Land Use Plan (AELUP) for the John Wayne Airport. Section 4.3 of the AELUP and Section 21676(b) of the Public Utilities Code (PUC) requires the City submit the project to the Airport Land Use Commission (ALUC) for a consistency determination with the AELUP. ALUC conducted a hearing on the matter on July 16, 2020 (Attachment 1), to which staff and the project proponent attended. ALUC voted (6-0) finding the project is inconsistent with the AELUP based on noise, safety, and height (Attachment J). It is important to note that since the General Plan was found consistent with the AELUP in 2006, the City has submitted 16 projects to ALUC (Attachment K) for consideration, which includes the proposed Newport Airport Village project. ALUC found that 13 of the projects were consistent with the AELUP and three were not (including this project). As a result of this determination, on July 28, 2020 the City Council adopted Resolution No. 2020-73 to notify ALUC and the State Division of Aeronautics of the City's intent to override ALUC's finding, as afforded to the City in PUC Section 21676(b). Notice of Council's action was sent to ALUC and the Division of Aeronautics on July 30, 2020, which initiated a 45 -day comment period on the intent to override. This comment period will expire on September 13, 2020. As a final review authority on legislative acts, the City Council may choose to override ALUC's determination. ALUC submitted a response letter to the City's Notice of Intent on August 27, 2020 (Attachment L). The letter reiterates ALUC's concerns about the project and outlines their response to the City's proposed findings of the potential override. This was followed by a response letter from Caltrans Division of Aeronautics, which was received on August 28, 2020 (Attachment M). The Division of Aeronautics response expresses concerns about the project within the safety zones. A complete analysis of the override option, along with a response to the comments provided by ALUC and the Division of Aeronautics, will be included in the staff report for the September 22, 2020 public hearing if this agenda item is passed. 15-189 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 12 Importance of Project towards Housing Needs As an alternative to overriding the ALUC findings, the Council can direct the applicant to redesign the project in a manner that the ALUC would find consistent with the AELUP. In this case, staff believes the applicant would need to eliminate the residential component of their request. Given the extremely high Regional Housing Needs Allocation (RHNA) of 4,832 new dwelling units the City is expected to plan for in the upcoming 6t" Cycle Housing Element Planning Period (2021-2029), staff believes this is not the most prudent option. If the project were approved, PCDP Planning Area No. 1 would be added to the City's Housing Sites Inventory as part of the Housing Element Update process. Credit could be given for the project towards meeting a significant portion of the City's upcoming RHNA due to the fact that project meets all criteria as a viable housing opportunity site pursuant to State Housing Element Law. ENVIRONMENTAL REVIEW: On July 25, 2006, the City Council certified a Program Environmental Impact Report (PEIR) for the General Plan 2006 Update (SCH No. 2006011119), a copy of which can be found at http://www.newportbeachca.gov/cepa. The PEIR analyzed the potential impacts of a citywide land use plan, and goals and policies for 10 General Plan elements. The PEIR designated the project area as Airport Office and Supporting Uses (AO). The designation would allow up to 358,498 square feet of office based on the allowable 0.5 floor area ratio (FAR). The AO land use designation is intended to allow uses that support or benefit from operations of the adjoining John Wayne Airport. These may include professional offices; aviation; retail; automobile rental, sales, and service; hotels and ancillary retail, restaurant, and service uses. This designation specifies a FAR of 0.5, except for warehousing, which may be developed at a FAR of 0.75. Two previous addendums to the PEIR, which are unrelated to the project area, have been previously approved. On July 22, 2014, the City Council certified a Supplemental EIR (SEIR) for the 2014 update to the Land Use Element of the General Plan (SCH No. 2013101064), a copy of which can be found at http://www.newportbeachca.gov/cepa. The SEIR focused on a General Plan Land Use Element Amendment proposing both reduced and increased development capacities in various areas of the City. The SEIR evaluated the designation of the project site as Mixed Use -Horizontal 2 (MU -H2). The SEIR assessed the potential development of 238,077 square feet of office space and 329 additional dwelling units for the project site as an increase to what the General Plan would allow. As a result of failing to obtain voter approval, as required by Charter Section 423, the General Plan Land Use Element Amendment was not implemented. The result of the vote did not nullify the certification of the SEIR and the City Council has not rescinded its certification of the SEIR. 15-190 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 13 As a result of the proposed project changes from the analysis that was conducted in 2014, an Addendum to the PEIR and SEIR was prepared (Exhibit B of Attachment A). The Addendum analyzed the following environmental topics: Aesthetics, Agriculture and Forestry Resources, Air Quality, Biological Resources, Cultural Resources, Energy, Geology and Soils, Greenhouse Gas Emissions, Hazards and Hazardous Materials, Hydrology, Land Use and Planning, Mineral Resources, Noise, Population and Housing, Public Services, Recreation, Transportation, Tribal Cultural Resources and Utilities and Service Systems. This Addendum also includes analysis of new topical sections that were not included in the previous EIRs; specifically, it includes a new energy section and a new wildfire section. These topics were included in the Addendum because the State CEQA checklist was updated to include them subsequent to both the PEIR and SEIR certifications. This proposed Newport Airport Village PCDP would result in the same or reduced development scope than what was analyzed in the PEIR and SEIR. Based on the environmental analysis conducted, any potential impact has already been appropriately addressed through the PEIR and SEIR. Pursuant to Section 15162(a) of the CEQA Guidelines, when an EIR has been certified for a project, no subsequent EIR shall be required unless the City determines, on the basis of substantial evidence in the light of the whole record, one or more of the following: 1. Substantial changes are proposed in the project which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; 2. Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or 3. New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete, shows any of the following: a. The project will have one or more significant effects not discussed in the previous EIR; b. Significant effects previously examined will be substantially more severe than shown in the previous EIR; c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. 15-191 Ordinance Nos. 2020-22 and 2020-23: Newport Airport Village Planned Community Development Plan (PA2014-225) September 8, 2020 Page 14 Based on the entire environmental review record, the project will not result in any new significant impacts that were not previously analyzed in the PEIR or the SEIR. All potential impacts would be either the same or less than those described in the PEIR or SEIR and have been appropriately mitigated. In addition, there are no substantial changes to the circumstances under which the project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the PEIR or SEIR, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified. In accordance with Section 15164 of the CEQA Guidelines, an addendum to the previously adopted PEIR and SEIR is the appropriate environmental documentation for the project. NOTICING: Notice of this hearing was published in the Daily Pilot, mailed to all owners of property within 300 feet of the boundaries of the site (excluding intervening rights-of-way and waterways), posted along the boundaries of the site, and an email select alert was sent to email subscribers of the Planning Division's notification list. The item also appears on the agenda for this meeting, which was posted at City Hall and on the City Website. ATTACHMENTS: Attachment A —Resolution No. 2020-78 Attachment B — Ordinance No. 2020-23 Attachment C — Ordinance No. 2020-23 Attachment D — Planning Commission Staff Report, Dated June 4, 2020 Attachment E — PC -60 (Newport Airport Village Planned Community Development Plan) Attachment F — Fiscal Impact Analysis Attachment G — Planning Commission Minute Excerpts, Dated June 4, 2020 Attachment H —Planning Commission Resolution No. PC2020-20, Excluding Attachments Attachment I —ALUC Staff Report, Dated July 16, 2020 Attachment J —ALUC Letter of Determination Attachment K — Previous ALUC Consistent Findings Attachment L — ALUC Response to City's Notice of Intent Attachment M — Division of Aeronautics Response to City's Notice of Intent 15-192 Attachment F Resolution No. 2020-78 15-193 RESOLUTION NO. 2020-28 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, ADOPTING ENVIRONMENTAL IMPACT REPORT ADDENDUM NO. ER2020-002 TO THE 2006 GENERAL PLAN UPDATE PROGRAM ENVIRONMENTAL IMPACT REPORT AND 2014 GENERAL PLAN LAND USE ELEMENT UPDATE SUPPLEMENTAL ENVIRONMENTAL IMPACT REPORT FOR THE NEWPORT AIRPORT VILLAGE PLANNED COMMUNITY DEVELOPMENT LOCATED AT 4341, 4361, AND 4501 BIRCH STREET; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, AND 4630 CAMPUS DRIVE; AND 4525, 4533, AND 4647 MACARTHUR BOULEVARD (PA2014-225) WHEREAS, an application was filed by Saunders Property Company ("Applicant") with respect to property located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive; and 4525, 4533, and 4647 MacArthur Boulevard within the northerly portion of the Campus Tract, generally bounded by Birch Street, Campus Drive, MacArthur Boulevard and the extension of Corinthian Way, legally described on Exhibit A, which is attached hereto and incorporated herein by reference ("Property"); WHEREAS, the Property is designated AO (Airport Office and Supporting Uses) by the City of Newport Beach General Plan ("General Plan") Land Use Element and is located within the OA (Office -Airport) Zoning District; WHEREAS, the Applicant proposes a Planned Community Development Plan that would allow redevelopment of the 16.46 -acre Property with up to 329 residential dwelling units, exclusive of any density bonus as allowed pursuant to California Government Code Section 65915, and up to 297,572 square feet of office, retail, and commercial uses ("Project") which require the following approvals from the City of Newport Beach ("City"): • General Plan Amendment (GP2014-004) ("GPA") — A request to amend the General Plan Land Use Designation of the Property from AO (Airport Office and Supporting Uses) to MU -H2 (Mixed -Use Horizontal 2) and to amend Table LU2 (Anomaly Locations) to add Anomaly No. 86 to allow for the development of 329 dwelling units, exclusive of any permitted density bonus, and 297,572 square feet of commercial uses; 15-194 Resolution No. 2020 - Page 2 of 7 • Zoning Code Amendment (CA2014-009) — A request to change the zoning designation of the Property from OA (Office -Airport) to PC -60 (Newport Airport Village Planned Community); • Planned Community Development Plan (PC2020-002) — A request to adopt the Newport Airport Village Planned Community Development Plan ("PCDP") which sets the development design and use standards for the Property; • Development Agreement (DA2014-003) ("DA") — A request for a development agreement between the Applicant and the City, which would provide vested rights to develop the Property, while also providing negotiated public benefits; and • Addendum to the 2006 General Plan Update and 2014 General Plan Land Use Element Amendment Environmental Impact Reports (ER2020-002) — Pursuant to the California Environmental Quality Act ("CEQA"), the Addendum to the 2006 General Plan Update Program Environmental Impact Report ("PEIR") and 2014 General Plan Land Use Element Supplemental Environmental Impact Report ("SEI R") will address reasonably foreseeable environmental impacts resulting from the Project; WHEREAS, the Project is not located in the coastal zone; therefore, amending the Local Coastal Program or a coastal development permit is not required; WHEREAS, a telephonic study session was held on April 23, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19 to introduce the Project to the Planning Commission; WHEREAS, a telephonic public hearing was held by the Planning Commission on June 4, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearing was given in accordance with California Government Code Section 54950 et seq. ("Ralph M. Brown Act") and Chapter 20.62 (Public Hearings) of the Newport Beach Municipal Code ("NBMC"). Evidence, both written and oral, was presented to, and considered by, the Planning Commission at this public hearing; WHEREAS, at the hearing, the Planning Commission adopted Resolution No. PC2020-020 by a unanimous vote (6 ayes, 0 nays) recommending the City Council approve the Project; and 15-195 Resolution No. 2020 - Page 3 of 7 WHEREAS, telephonic public hearings were held by the City Council on September 8, 2020 and September 22, 2020, in the Council Chambers located at 100 Civic Center Drive, Newport Beach, California, due to the Declaration of a State Emergency and Proclamation of Local Emergency related to COVID-19. A notice of time, place and purpose of the public hearings were given in accordance with Public Utilities Code Section 21676(b), the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 20.56 (Planning Community District Procedures) and 20.62 (Public Hearings) of the NBMC. Evidence, both written and oral, was presented to, and considered by, the City Council at these public hearings. NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows: Section 1: On July 25, 2006, the City Council adopted Resolution No. 2006-75, thereby certifying the adequacy and completeness of the Environmental Impact Report ("EIR") for the 2006 General Plan Update (SCH No. 2006011119). The EIR was prepared in compliance with California Public Resources Code Section 21000 of seq. ("CEQA"), its implementing regulations set forth in the California Code of Regulations Title 14, Division 6, Chapter 3 ("CEQA Guidelines") and City Council Policy K-3. Additionally, in accordance with Section 15168(a) of the CEQA Guidelines, the City prepared the EIR as a PEIR that analyzed the potential impacts of a citywide land use plan, and the goals and policies of 10 general plan elements. The General Plan designates the Property as AO (Airport Office and Supporting Uses). The designation would allow up to 358,498 square feet of office based on the allowable 0.5 floor area ratio ("FAR"). The AO (Airport Office and Supporting Uses) land use designation is intended to allow uses that support or benefit from operations of the adjoining John Wayne Airport. These may include professional offices, aviation, retail, automobile rental, sales, and service, hotels and ancillary retail, restaurant, and service uses. This designation specifies a FAR of 0.5, except for warehousing, which may be developed at a FAR of 0.75. Section 2: The City Council adopted Resolution Nos. 2007-79 and 2012-62 on December 11, 2007 and July 24, 2012, respectively. These resolutions approved CEQA Addendum Nos. 1 and 2 to the PEIR for the 2006 General Plan Update to analyze changes to the development intensities within the North Newport Center Planned Community ("NNCPC") Development Plan. No analysis of the Property was included in these addendums. 15-196 Resolution No. 2020 - Page 4 of 7 Section 3: On July 22, 2014, the City Council adopted Resolution 2014-65, thereby certifying the adequacy and completeness of SEIR No. ER2014-002 as part of an update to the 2014 General Plan Land Use Element Update (SCH No. 2013101064). The SEIR was prepared in compliance with CEQA, CEQA Guidelines and City Council Policy K-3. The SEIR focused on an amendment to the General Plan Land Use Element proposing both reduced and increased development capacities in various areas of the City. The 2014 General Plan Land Use Element Update that was the focus of the SEIR designated the Property as MU -H2 (Mixed -Use Horizontal 2), among other changes to the General Plan Land Use Element. The SEIR analyzed the impacts of potential development of an additional 238,077 square feet of office space and 329 dwelling units at the Property in addition to the 358,498 commercial floor area allowed by the General Plan prior to the 2014 General Plan Land Use Element Update. The MU -H2 (Mixed -Use Horizontal 2) designation, which applies to properties in the Airport Area, provides for a horizontal intermixing of uses that may include regional commercial office, multifamily residential, vertical mixed-use building, industrial, hotel rooms, and ancillary neighborhood commercial uses. As a result of failing to obtain voter approval in the November 2014 general election as required by Section 423 of the City Charter, the 2014 General Plan Land Use Element Update was not approved or implemented; however, City Council Resolution No. 2014-65 certifying the SEIR remains valid and effective because it was not rescinded by the outcome of the vote or by action of the City Council. Section 4: Pursuant to Section 21166 of the California Public Resources Code and Section 15162 of the CEQA Guidelines, when an EIR has been certified for a project, no subsequent EIR is required unless the lead agency determines, on the basis of substantial evidence in the light of the whole record, one or more of the following: a. Substantial changes are proposed in the project which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; b. Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or 15-197 Resolution No. 2020 - Page 5 of 7 c. New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the previous EIR was certified as complete, shows any of the following: i. The project will have one or more significant effects not discussed in the previous EIR; ii. Significant effects previously examined will be substantially more severe than shown in the previous EIR; iii. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or iv. Mitigation measures or alternatives which are considerably different from those analyzed in the previous EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. Section 5: The Applicant is proposing to amend the General Plan Land Use Designation from AO (Airport Office and Supporting Uses) to MU -H2 (Mixed Use Horizontal 2) and to amend Table LU2 (Anomaly Locations) to add the Property as Anomaly No. 86; and rezone the Property from OA (Office -Airport) to PC (Newport Airport Village Planned Community). This change will allow the construction of 444 dwelling units (329 base units and 115 density bonus units), and 297,572 square feet of commercial uses. The commercial floor area is a reduction from what the General Plan currently would allow for the Property. General Plan Policy LU 6.15.5 (Residential and Supporting Uses) and the MU -H2 (Mixed Use Horizontal 2) allows a maximum of 2,200 residential units. The Project's residential component is allocated from the remaining portion of the 2,200 units and would not increase planned residential development in the area. Further, the SEIR analyzed the construction of 444 dwelling units in the same Traffic Analysis Zone ("TAZ") and concluded there would be no impact. Due to the similarity between the Project and the prior projects that considered in the PER and SEIR, an Addendum was prepared pursuant to Section 15162 (Subsequent EIRs and Negative Declarations) and 15164 (Addendum to an EIR or Negative Declaration) of the CEQA Guidelines. 15-198 Resolution No. 2020 - Page 6 of 7 Section 6: The following environmental topics were analyzed for the proposed Project: Aesthetics, Agriculture and Forestry Resources, Air Quality, Biological Resources, Cultural Resources, Energy, Geology and Soils, Greenhouse Gas Emissions, Hazards and Hazardous Materials, Hydrology, Land Use and Planning, Mineral Resources, Noise, Population and Housing, Public Services, recreation, Transportation, Tribal Cultural Resources and Utilities and Service Systems. The Addendum includes analysis of new topics that were not included in the PEIR and SEIR. Specifically, the Addendum includes a new energy section and a new wildfire section. These additional analyses are appropriate for inclusion in the Addendum, but none result in new or increased significant impacts that would require preparation of a subsequent EIR pursuant to Section 15162 of the CEQA Guidelines. Section 7: On the basis of the entire administrative record, the Project will not result in any new significant impacts that were not previously analyzed in the PEIR for the 2006 General Plan Update (SCH No. 2006011119) or the SEIR for the 2014 General Plan Land Use Element Update (SCH No. 2013101064). The potential impacts associated with this Project would either be the same or less than those described in either the PEIR or SEIR that have been appropriately mitigated. In addition, there are no substantial changes to the circumstances under which the Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the PEIR or SEIR, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified. Therefore, in accordance with Section 15164 of the CEQA Guidelines, the Addendum to the previously adopted PEIR and SEIR is the appropriate environmental document for the Project. In taking action to approve any of the requested applications for the proposed Project, the data presented in the PEIR and SEIR, as augmented by the Addendum for this Project, are considered as part of the record. Section 8: The Addendum to the PEIR and SEIR, is hereby adopted by the City Council. The Addendum to the PEIR and SEIR and all materials, which constitute the record upon which this decision was based, are on file with the Planning Division, City Hall, 100 Civic Center Drive, Newport Beach, California. Section 9: The City Council finds that judicial challenges to the City's CEQA determinations and approvals of land use projects are costly and time consuming. In addition, project opponents often seek an award of attorneys' fees in such challenges. As project applicants are the primary beneficiaries of such approvals, it is appropriate that such applicants should bear the expense of defending against any such judicial challenge, and bear the responsibility for any costs, attorneys' fees, and damages which may be awarded to a successful challenger. 15-199 Resolution No. 2020 - Page 7 of 7 Section 10: The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution. Section 11: If any section, subsection, sentence, clause or phrase of this resolution is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The City Council hereby declares that it would have passed this resolution, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional. Section 12: This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution. ADOPTED this 8t" day of September, 2020 Will O'Neill Mayor ATTEST: Leilani I. Brown City Clerk APPROVED AS TO FORM: CITY TTORNEY'S OFFICE Aaron C. Harp City Attorney Attachment: Exhibit A — Legal Description Exhibit B —Addendum to the 2006 General Plan Update (SCH No. 2006011119) and 2014 General Plan Land Use Element Update (SCH No. 2013101064) Environmental Impact Reports 15-200 EXHIBIT "A" Legal Description 15-201 ADDRESS APN LEGAL DESCRIPTION 4361 Birch Street, 427-121-23 THE LAND REFERRED TO HEREIN BELOW IS SITUATED NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF Newport Beach CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOTS 7, 8, 9 AND 10 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. SAID LAND IS ALSO SHOWN AS PARCEL 1 ON LOT LINE ADJUSTMENT 93-5, RECORDED DECEMBER 8, 1993 AS INSTRUMENT NO. 93-0854901, OFFICIAL RECORDS. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, AND OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE GRANT DEED RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE GRANT DEED 15-202 ADDRESS APN LEGAL DESCRIPTION RECORDED APRIL 9, 1993 AS INSTRUMENT NO. 93-0237996, OFFICIAL RECORDS. 4540 Campus 427-111-03 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 18 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANYAND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE, AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, 15-203 ADDRESS APN LEGAL DESCRIPTION ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440215 OF OFFICIAL RECORDS. PARCEL 2: AN EASEMENT FOR DRIVEWAY PURPOSES OVER THE WESTERLY 12 FEET OF THE NORTHERLY 60 FEET OF LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA, AS SET FORTH IN THAT CERTAIN DECLARATION OF ACCESS EASEMENT, RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92-440213 OF OFFICIAL RECORDS, UPON THE TERMS AND CONDITIONS AS THEREIN PROVIDED 4340 Campus 427-121-07 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 29 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 TO 30 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED 15-204 ADDRESS APN LEGAL DESCRIPTION FEBRUARY 4, 1994 AS INSTRUMENT NO. 94-0085581 OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED FEBRUARY 4, 1994 AS INSTRUMENT NO. 94- 0085581 OF OFFICIAL RECORDS 4400 Campus 427-121-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 31 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 130, PAGE(S) 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY IN DEED RECORDED 15-205 ADDRESS APN LEGAL DESCRIPTION DECEMBER 20, 1991 AS INSTRUMENT NO. 91-702340, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS AS RESERVED IN THE DEED RECORDED DECEMBER 20, 1991 AS INSTRUMENT NO. 91- 702340, OF OFFICIAL RECORDS 4570 Campus 427-111-04 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 17 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 THROUGH 13, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAND COUNTY. EXCEPTING THEREFROM ALL MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND ALL UNDERGROUND WATER IN OR UNDER OR WHICH MAY BE PRODUCED FROM SAID LAND WHICH UNDERLIES A PLANE PARALLEL TO AND 500 FEET FROM THE PRESENT SURFACE OF SAID LAND FOR THE PURPOSE OF PROSPECTING FOR, THE EXPLORATION, DEVELOPMENT, PRODUCTION, EXTRACTION AND TAKING OF SAID MINERALS, OIL, GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER FROM SAID LAND BY MEANS OF MINES, WELLS, DERRICKS, OTHER EQUIPMENT FROM SURFACE LOCATIONS ON ADJOINING OR NEIGHBORING LAND OR LYING OUTSIDE OF THE ABOVE DESCRIBED LAND, IT BEING UNDERSTOOD THAT THE OWNER OF SUCH MINERALS, OIL GAS, PETROLEUM, OTHER HYDROCARBON SUBSTANCES AND WATER AS SET FORTH ABOVE, SHALL HAVE NO RIGHT TO ENTER UPON THE SAID LAND OR ANY PORTION THEREOF ABOVE SAID PLANE PARALLEL TO AND 500 FEET BELOW THE 15-206 ADDRESS APN LEGAL DESCRIPTION PRESENT SURFACE OF TI EE SAID LAND FOR ANY PURPOSE WHATSOEVER. AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION IN THE DEED RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107963 OF OFFICIAL RECORDS. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692 AS AMENDED AND RESTATED IN AN INSTRUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, BOTH OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENT. DATED JUNE 17, 1992, AND RECORDED JUNE 30, 1992 AS INSTRUMENT NO. 92- 440213 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4341 Birch Street 427-121-14 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA LOT 6 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGES 11, 12 AND 13 OF MISCELLANEOUS MAPS, RECORDS OF SAID ORANGE COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, 15-207 ADDRESS APN LEGAL DESCRIPTION RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91- 720058 OF OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED DECEMBER 31, 1991 AS INSTRUMENT NO. 91-720058 OF OFFICIAL RECORDS. APN: 427-121-14 4500 and 4520 427-111-01, THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Campus Drive 427-111-02 CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, and 427- STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, 121-10 CA PARCEL 1 IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 60, PAGE 22 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 4600 Campus 427-111-05 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 16 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM AND OTHER MATERIAL RESOURCES 15-208 ADDRESS APN LEGAL DESCRIPTION AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE ON THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107971, OF OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED BY THE IRVINE COMPANY, RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93-107971, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AMENDED AND RESTATED OR ACCESS EASEMENTS (MACARTHUR/CAMPUS)", DATED MARCH 25, 1992, RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4360 Campus 427-121-08 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: 15-209 ADDRESS APN LEGAL DESCRIPTION Newport Beach, LOT 30 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, CA COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25, 26, 27, 28,29 AND 30 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY CALIFORNIA. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED MARCH 15, 1994 AS INSTRUMENT NO. 94-0179376, OFFICIAL RECORDS. 15-210 ADDRESS APN LEGAL DESCRIPTION 4501 Birch Street 427-111-10 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Newport Beach, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: CA PARCEL 1: LOT 12 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190. PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT 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 LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR. ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED JANUARY 10, 1992 AS INSTRUMENT NO. 92- 015047, OFFICIAL RECORDS. ALSO EXCEPT ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER, RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL; BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION, RECORDED 15-211 ADDRESS APN LEGAL DESCRIPTION JANUARY 10, 1992 AS INSTRUMENT NO. 92-015047, OFFICIAL RECORDS. PARCEL 2: A NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS OVER THAT PORTION OF LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID LOT; THENCE NORTH 290 52'01" WEST 327.33 FEET TO THE MOST WESTERLY CORNER OF SAID LOT; THENCE NORTH 520 01'58" EAST 24.24 FEET ALONG THE NORTHWESTERLY LINE OF SAID LOT TO THE NORTHWESTERLY PROLONGATION OF A LINE PARALLEL WITH AND NORTHEASTERLY 24.00 FEET FROM THE SOUTHWESTERLY LINE OF SAID LOT; THENCE SOUTH 290 52' 10" EAST 331.81 FEET ALONG SAID PROLONGATION, SAID PARALLEL LINE AND THE SOUTHERLY PROLONGATION THEREOF TO A POINT ON A CURVE IN THE SOUTHERLY LINE OF SAID LOT, SAID CURVE BEING CONCAVE SOUTHERLY, HAVING A RADIUS OF 272.00 FEET, A RADIAL TO SAID POINT BEARS NORTH 240 48' 17" WEST; THENCE WESTERLY 24.03 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 03'44" OF THE POINT OF BEGINNING. 4630 Campus 427-111-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA PARCEL 1: LOT 15 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 190, PAGES 11 TO 13 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM, ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN 15-212 ADDRESS APN LEGAL DESCRIPTION THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT HOWEVER, THE RIGHT TO DRILL MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OF THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED BY THE IRVINE COMPANY RECORDED FEBRUARY 19, 1993 AS INSTRUMENT NO. 93- 107967, OFFICIAL RECORDS. PARCEL 2: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "AM ENDED AND RESTATED DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS) DATED MARCH 25, 1992 RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NONEXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED " RECIPROCAL EASEMENT AGREEMENT AND CONSENT" DATED OCTOBER 14, 1999 RECORDED NOVEMBER 19, 1999 AS INSTRUMENT NO. 19990805278, AND AMENDED BY THE CERTAIN DOCUMENT ENTITLED "WAIVER AND AMENDMENT TO RECIPROCAL EASEMENT AGREEMENT" DATED AUGUST 24, 2015 RECORDED AUGUST 28, 2015 AS INSTRUMENT NO. 2015000446662 IN THE OFFICE RECORDS OF ORANGE COUNTY, CALIFORNIA. 4525, 4533 and 427-111-09 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE 4647 MacArthur CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, Boulevard STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, PARCEL 1: CA LOT 13 OF TRACT NO. 5169, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 190, PAGE(S) 11 TO 13 INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING 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 15-213 ADDRESS APIN LEGAL DESCRIPTION ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFORE AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED IN THE DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. ALSO EXCEPTING THEREFROM ANY AND ALL WATER, RIGHTS OR INTERESTS THEREIN, NO MATTER HOW ACQUIRED BY GRANTOR, AND OWNED OR USED BY GRANTOR IN CONNECTION WITH OR WITH RESPECT TO THE LAND, TOGETHER WITH THE RIGHT AND POWER TO EXPLORE, DRILL, REDRILL, REMOVE AND STORE THE SAME FROM THE LAND OR TO DIVERT OR OTHERWISE UTILIZE SUCH WATER RIGHTS OR INTERESTS ON ANY OTHER PROPERTY OWNED OR LEASED BY GRANTOR, WHETHER SUCH WATER RIGHTS SHALL BE RIPARIAN, OVERLYING, APPROPRIATIVE, LITTORAL, PERCOLATING, PRESCRIPTIVE, ADJUDICATED, STATUTORY OR CONTRACTUAL, BUT WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE OF THE LAND IN THE EXERCISE OF SUCH RIGHTS, AS RESERVED IN DEED FROM THE IRVINE COMPANY, A MICHIGAN CORPORATION RECORDED APRIL 16, 1992. PARCEL 2: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS EASEMENTS (MACARTHUR/CAMPUS)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92-101692, OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247260, OFFICIAL RECORDS, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. PARCEL 3: NON-EXCLUSIVE EASEMENTS AS SET FORTH IN THAT CERTAIN INSTRUMENT ENTITLED "DECLARATION OF ACCESS 15-214 ADDRESS APN LEGAL DESCRIPTION EASEMENTS (BIRCH/MACARTHUR)" DATED JANUARY 30, 1992 AND RECORDED FEBRUARY 20, 1992 AS INSTRUMENT NO. 92- 101691 OFFICIAL RECORDS AND AMENDED BY DOCUMENT RECORDED APRIL 16, 1992 AS INSTRUMENT NO. 92-247259 OFFICIAL RECORDS IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. 4320 Campus 427-121-06 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE Drive CITY OF NEWPORT BEACH IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: Newport Beach, CA LOT 28 OF TRACT NO. 3201, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 130, PAGES 25 THROUGH 30, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM ANY AND ALL OIL, OIL RIGHTS, MINERALS, MINERAL RIGHTS, NATURAL GAS RIGHTS, AND OTHER HYDROCARBONS BY WHATSOEVER NAME KNOWN, GEOTHERMAL STEAM, ANY OTHER MATERIAL RESOURCES AND ALL PRODUCTS DERIVED FROM ANY OF THE FOREGOING, THAT MAY BE WITHIN OR UNDER THE LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND STORING IN AND REMOVING THE SAME FROM THE LAND OR ANY OTHER LAND, INCLUDING THE RIGHT TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN THOSE CONVEYED HEREBY, OIL OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF THE LAND, AND TO BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SHAFTS UNDER AND BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRILL, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES; WITHOUT, HOWEVER, THE RIGHT TO DRILL, MINE, STORE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 500 FEET OF THE SUBSURFACE OF THE LAND, AS RESERVED BY THE IRVINE COMPANY, A MICHIGAN CORPORATION, BY DEED RECORDED MAY 6, 1994 AS INSTRUMENT NO. 94-317183 OF OFFICIAL RECORDS. 15-215 EXHIBIT "B" Addendum to the 2006 General Plan Update (SCH No. 2006011119) and the 2014 General Plan Land Use Element Update (SCH No. 2013101064) Environmental Impact Reports Available separately due to bulk at: www.newportbeachca.gov/cega Then look for the link for Newport Airport Village Addendum (PA2014-225) 15-216 Attachment G ALUC Staff Report, Dated July 16, 2020 15-217 AIRPORT LAND USE COMMISSION A7u, FOR ORANGE COUNTY 3160 Airway Avenue Costa Mesa, CA 92626 (949) 252-5170 Fax (949) 252-6012 AGENDA ITEM 2 July 16, 2020 TO: Commissioners. -Alternates FROM: Lea U. Choum, Executive Officer SUBJECT: Administrative Status Report The following attachments are for your review and information: • JWA Statistics for May 2020 • Notice of Intent from the City of Santa Ana to Overrule the Determination of Inconsk;tench for the Bowery Mixed -Use Development • Referral package confirmation letter for the City of Newport Beach - Newport Airport Village Project • Determination Letter for the Cite of Costa Mesa - One 111ctro West Mixed -Use Project Respectfull) submitted, Lea U. C}ioL1111 ExecutiVC Officer 15-218 Jonn Wayne Airport Yosts May 2UZU !�tatlshcs j John Wayne Airport, Orange County (SN... Page 1 of 2 2 D H r ?e` A Y H E A I R P O R T { R A N G E C • ,i ' June 23, 2020 John Wayne Airport Posts May 2020 Statistics SANTA ANA, Calif. - Airline passenger traffc at John Wayne Airport decreased in May 2020 as compared with May 2019. In May 2020, the Airport served 82,342 passengers a decrease of 91.3x€ when compared with the May 2019 passenger traffic count of 942.680 Commercial aircraft operations decreased 78 0% and commuter aircraft operations decreased 73.2% when compared with May 2019 levels. Total aircraft operations decreased in May 2020 as compared w.th the same month in 2019 1n May 2020 there were 17,352 total aircraft operations ;take -offs and landings) a 34 5% decrease compared to 26.509 total aircraft operations in May 2019 General aviation activity, which accounted for 88 75i. of the total aircraft operations during May 2020, decreased 14 5% when compared with May 2019 The top three a runes in May 2020 based on passenger count were Southwest Airlines (33 828J, American Ail nes 1; 6) and Alaska Airlines (8,798). https: www.ocair.com/newsroom/news `?nr--nr-2020-06-23&tr=no 7/812020 15-219 John Wayne Airport Posts May 2020 Statistics John Wayne Airport, Orange County (SN... Page 2 of 2 John Wayne Airport Monthly Airport Statistics May 2020 John Wayne Airpor, SNA) is owned by the County4vf Orange and i, operated as a self-supporting enterprise that rece»es:-.c general fund tax revenue. The Airport serves more than V0 mdGon passengers annual'y and rea-. hes more than 20 stop destinali :ns in The United States Ca..ada and Mex.co. Afore tnformatron can t;r foti'id at tike us on ,r falle.: us on _ and To receive John Wayne Airport news releases automatically go to ,:','r_tocair corn and click ;;..:., scr b_e. https: www.ocair.com/newsroom. news ?nr—nr-2020-06-23&tr=no 7 8.202015-220 May 2020 May 2019 •/ Change Year -To -Date 2020 Year -To -Date 2019 % Change Tota' passengers 82,342 942,680 -91.3% 2,016,528 4,374,150 -53.9% Enplaned passengers 4'.165 469,225 -91,2% 1,009 305 2,185,392 -53.8% Deplaned passengers 41.177 473,455 -91.3% 1,007,223 2,188,758 -54.0% Total Aircraft Operations 17,352 26.509 -34.51A 89,554 123,708 -27.6% General Aviation 15 392 18,000 -14.5% 65,258 83,771 -22,1% Commercial 1742 7,926 -78.0% 22,091 37,518 -41.1% Commuter' 134 500 -73.2% 1,940 2,059 -5.8% Military 84 83 1.2% 265 360 -26.4% Air Cargo Tons' 1.261 1 452 -13-2% 7,253 7 742 -6.3% International Statistics (included ,n totals above) May 2020 May 2019 % Change Year -To -Date 2020 Year -To -Date 2019 % Change Total Passengers 0 19.663 -100.0% 17,246 81,554 -789% Enplaned passengers 0 10.014 -100.0% 8,703 41,306 -78 j% Deplaned passengers 0 9 649 -100-0% 8,543 40,248 -78,8% Total Aircraft Operations I 0 186 -100.0% 172 825 -792% Aircraft used for regularly scheduled air service configured with not more than seventy (70) seats, and operating at weights not more than ninety thousand (90 000) pounds All -Cargo Carriers 1,205 tons Passenger Carriers (incidental belly cargo;: 56 tons (Current cargo tonnage figures in this report are for April 2020) Includes all Canada and Mexico Commercial passengers and operations John Wayne Airpor, SNA) is owned by the County4vf Orange and i, operated as a self-supporting enterprise that rece»es:-.c general fund tax revenue. The Airport serves more than V0 mdGon passengers annual'y and rea-. hes more than 20 stop destinali :ns in The United States Ca..ada and Mex.co. Afore tnformatron can t;r foti'id at tike us on ,r falle.: us on _ and To receive John Wayne Airport news releases automatically go to ,:','r_tocair corn and click ;;..:., scr b_e. https: www.ocair.com/newsroom. news ?nr—nr-2020-06-23&tr=no 7 8.202015-220 MAYOR Miguel A. Pulldo MAYOR PRO TEM Juan Viltegas COUNCILMEMBERS Phil Bacerra Nelida Mendoza David Penaloza Vicente Sarmiento J o -se Solorio June 30, 2020 CITY OF SANTA ANA Planning and Building Agency 20 Civic Center Raza • P O Sox 1988 Santa Ana. California 92702 WvAV.santa-ana.orq/pba Lea U. Choum, Executive Officer Orange County Airport Land Use Commission 3160 Airway Avenue Costa Mesa, CA 92626 CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Da sy Gomez via email of lchoum@ocair.com RE: NOTICE OF INTENT TO OVERRULE THE DETERMINATION OF INCONSISTENCY FOR THE BOWERY MIXED-USE DEVELOPMENT PROJECT PROPOSED AT 2300, 2310 AND 2320 SOUTH REDHILL AVENUE The purpose of this letter is to inform you of the City of Santa Ana's intention to recommend that the Santa Ana City Council adopt the attached findings to overrule the May 21, 2020 Airport Land Use Commission's (ALUC) determination of inconsistency for The Bowery Mixed -Use Development project proposed at 2300, 2310 and 2320 South Redhill Avenue The project consists of a mixed-use commercial and residential community that would contain up to 1,100 residential units, 80,000 square feet of leasable commercial area, landscaping, onsite amenities for the public and the community's residents, and parking. On June 16, 2020, the Santa Ana City Council met and (1) approved the issuance of a Notice of Intent to overrule and (2) determined to give notice to the ALUC of its decision to overrule as required by California Public Utilities Code (PUC) Section 21676(b). Pursuant to PUC Section 21676, the City hereby respectfully gives proper notice of its intention to overrule and submitted the attached findings (attached hereto as Exhibit A) for review. PUC Section 21676(b) requires that a public agency making a decision to overrule shall give notice to the California Department of Transportation (Caltrans), Aeronautics Division, and the ALUC at least 45 days prior to the final decision to overrule. After this notification, the ALUC and Caltrans have 30 days from the receipt of this notice to provide advisory comments to the City. SANTA ANA CITY COUNCIL bl.guc A Pvkm lean negas Vr:arle iarmremo '3aaq Penalo2 lase safo� Ph) Bacerra Ne da 1,%ncon AUyor 4%vy r Pro FSM N3 d 'r 1.1d I ward Z .vara 'Nara l bard 6 'r70e. �iCCd- I-anaar[ii�!�IeaTS.�Si_n_[a3na.4_rq '.Sarmienl aswla-43.ar7 gQanalaFaSsama-ana.ora nta an air q�jS�R�.FL5j�j3-dnd 9r_q nn �oTa h)san -dna-dra 15-221 City of Santa Ana Notice of Intent to Overrule & Findings June 30, 2020 Page 2 of 2 This letter shall commence the 45 -day notification period, with the City looking forward to receiving comments within 30 days hereof. The Bowery Mixed -Use Development project has been tentatively scheduled for its City Council public hearing on Tuesday, August 18, 2020. Thank you for your prompt attention on this matter. Should you have any questions regarding this notice and/or on the proposed project, please feel free to contact me by phone at (714) 667-2713 or by email at VFregoso@a santa-ana.org, Sincerely, Vince Fregoso ,A(CP/ Planning M97ger C: Minh Thai, Executive Director of Planning & Building Agency Lisa Storck, Assistant City Attorney Ali Pezeshkpour, Senior Planner Jerry Guevara, Assistant Planner I Exhibit A: Draft Resolution with Supporti . - Findings to Overrule ALUC's Determination 15-222 RESOLUTION NO.2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA OVERRULING THE ORANGE COUNTY AIRPORT LAND USE COMMISSION'S DETERMINATION OF INCONSISTENCY FOR THE BOWERY MIXED-USE DEVELOPMENT PROJECT LOCATED 2300, 2310 AND 2320 SOUTH REDHILL WITH THE AIRPORT ENVIRONS LAND USE PLAN FOR JOHN WAYNE AIRPORT, INCLUDING SUPPORTIVE FINDING BE IT RESOLVED BY THE CITY CO FOLLOWS: A Section 1. The City Council of and declares as follows: WHEREAS, Article 5 of 10 Section 65300) of the Governm comprehensive, long-term general WHEREAS, Element of the Gell to di Proif Ana, to develop T -M 14.69 -acre site ("Project Site"); TY OF SANTA ANA AS finds, determines 7 {commencing with prepare and adopt mt of the City; and a fia adopted the Land Use from time to time; and Arrimus Capital ("Applicant"), seeks and Residential Project (`'proposed 2320 South Redhill Avenue in Santa Inicpresenting Arrimus Capital ("Applicant"), seeks Use evelopment Project ("proposed Project"), on a nd 2320 South Redhill Avenue in Santa Ana, California WHEREAS, the eject as currently proposed entails, among other things, (1) demolition of the existing three (3) structures on the Project Site; (2) redevelopment of the Project Site with a commercial and residential mixed-use development consisting of up to 60,000 square feet leasable commercial area, 1,100 residential units, 2,600 onsite parking spaces, and onsite landscaping and amenities; (3) approval of General Plan Amendment (GPA) No. 2020-02, which would change the Project Site's existing land use designation of Professional & Administration Office (PAO) to District Center (DC); and (4) approval of Amendment Application (AA) No. 2020-01, which would change the zoning of the Project Site from Light Industrial (M-1) to Specific Development No. 96 (SD -96) designation; and Resolution No. 2020-xx Page 9 of 13 15-223 WHEREAS, the requested General Plan Amendment would change the General Plan land use designation of the property from Professional and Administrative Office (PAO) to District Center (DC) and to update text portions of the Citys Land Use Element to reflect this change in order to allow for development of the mixed-use commercial and residential Project; and WHEREAS, California Public Utilities Code (PUC) Section 21676(b) requires the City of Santa Ana to refer projects requiring a general pian amendment or a zone change to the Orange County Airport Land Use Commission (ALUC) for consistency with the 2008 John Wayne Airport (JWA) Environs Lanid M Plan (AELUP); and WHEREAS, the ALUC is charged with guidelines for compatible development in the of the County of Orange. PUC Section 216 the AELUP as: (1) "... to promote the . airport noise standards adopted pursuan of new noise and safety problems" and welfare by ensuring the orderly expansion measures that minimize the pu exposun within areas around public airp , e E devoted to incompatible uses;" an WHEREAS, Inconsistent with t pursuant to AES sections empower in the vicini f e airports 'tam UK U state, •Cion, trans -F and of an AELUP, establishing rport within the jurisdiction \-revent al purpose of he California the creation , safety, and ofland use afety hazards sets forth goals and o Section 21669 e ` .. to omtect these areas are not already and 1 proposed project to be AL C's findings were made and Section 216749(a). These cies in ensuring compatible land uses that the land in the vicinity of those as," and "to coordinate planning at the e for the orderly development of air the public, health, safety and welfare," WHE , pursuari G . PUC—Section 21676(b), the City may, after a public hearing, propos verr lie commission by a two-thirds vote of its governing body if it makes specificfWC, gs t the proposed action is consistent with the purposes of Article 3.5 Airport Commission of the PUC. At least 45 days prior to the decision to overrule ththe local agency governing body shall provide the ALUC and the State Division of Aeronautics a copy of the proposed decision and findings. The commission and the Division of Aeronautics may provide comments to the local agency governing body within 30 days of receiving the proposed decision and findings. If the ALUC and State Division of Aeronautics comments are not available within this time limit, the local agency governing body may act without them. Should comments be received, the City Council must include the comments from the ALUC in the public record of any final decision to overrule the ALUC. This decision shall be determined at a public hearing to make the specific findings that the proposed overruling is consistent with the purposes stated in PUC Section 21670. Resolution No. 2020-xx Page 2 of 13 15-224 WHEREAS, on June 16, 2020, the City Council of the City of Santa Ana adopted a resolution (Resolution No. 2020-051) authorizing the Planning Division to initiate the preparation and drafting of findings and determination overruling the Orange County ALUC's determination of inconsistency associated with the proposed Bowery Mixed - Use Development and to provide notice in accordance with PUC Section 21676(b) to the ALUC and the State Division of Aeronautics; and WHEREAS, on June 29, 2020, the Planning Division of the City of Santa Ana provided a Notice of Intent to overrule the Orange County ALUC`s determination that the Bowery Mixed -Use Development project is inconsistent with the AELUP of JWA and findings to the ALUC and the State Division of Aeronautii and WHEREAS, all correspondences received baWALUC and State Division of Aeronautics have been included in the public rec WHEREAS, on August 6, 2020, the , gave pu -notice of a City Council public hearing for consideration of over ALUC's deter tion on the proposed Bowery Mixed -Use Development project dvertising in the ge County Register, a newspaper of general circulation, by m to o rs of pr and residents within 500 feet of the Project, and osting a n o and WHEREAS, August 18, 2, • , City Cou onducted a duly noticed public hearing to consider the Environ me -1 Repo ) No. 2020-01, General Plan Amendment No. 2020-02, Ament tion 020-01, and the ALUC overruling determinate. ,' . consiste-� actio t w - earing members of the public were afford - p `1 ity to c adtions. Section 2. _City Concil of t City of Santa Ana made the following findings: A. Ar% -City o An require` R ide findings supporting the overrule of Orange C AL determin ion as required in the California PUC Setign 21676(b ed oxime following Findings of Fact and the associated sui,sfarttial evidenc _ the pc record, the proposed action by the City on the Boviery ' ed -Use elopment Project at 2300, 2310 and 2320 Red Hill Avenue related ning change and General Plan Amendment are consistent he oses of the State Aeronautics Act as stated in PUC Section 21&70. B. The proposed Project provides for the orderly development of JWA, and its surrounding area and promotes the overall goals and objectives of the State noise standards by avoiding new noise and safety problems, and protecting the public health, safety and welfare through the adoption of land use measures that minimize the public's exposure to excessive noise and safety hazards to the extent that this area is not already devoted to incompatible uses. This Project would not add any new residential or commercial noise impacts to the JWA 65 dBA Community Noise Equivalent Level (CNEL) noise area. Resolution No. 2020-xx Page 3 of 13 15-225 C. It is in the public interest to: provide for the orderly development of each public use airport in this state and the area surrounding these airports so as to promote the overall goals and objectives of the California airport noise standards adopted pursuant to PUC Section 21669 and to prevent the creation of new noise and safety problems. D. To provide for the orderly development of JWA and the area surrounding the airport, the ALUC adopted the 2008 AELUP on April 17, 2008. The AELUP guides development proposals to provide for orderly development of the airport and the area surrounding the airport through impleMentation of the standards in Section 2.1 (aircraft noise, safety comp zones, building height restrictions). E. The ALUC is required to use the Handbook (Handbook) that wa4effe Transportation, Division of Aeron been updated to incorporate the the operation and environmental F=ina l Environmental Impa epart (EIF of Supervisors on June 2 for the (GAIP). F. On May 21, 20 t t__ develop ment AELUP. Th _- C AELUP issu f airci the proposed pct G. The t is cor State AMFA@ut1cs evidence: a. Lack of City oM. JC for' report ange,j with S cam- n 21674. TWmia rt Land Use Planning d by theI.M.) rnia Department of altrans) in 20 he AELUP has not c nor has it upda : 'nformation about f JW reflecte s most recent INy the Oran aunty Board —f Aviation Improvement Program rese the Bowery Mixed -Use e of nsistency with the JWA my 2 0, finds that with regard to eights, safety zones and heliports, that I General Plan Amendment are each ch stated criteria of the AELUP, the Mmission find the proposed ...Bowery AELUP for JWA per AELUP Sections with We AELUP of JWA and with the purposes of the sed on the following Findings of Fact and substantial of inconsistency by the ALUC. b. There was no evidence presented by or to the ALUC at its hearing on May 21, 2020, to support if finding of inconsistency, nor was there a request to provide supplemental information. The ALUC staff made a presentation at the Commission hearing based on the staff report. The only addition made by the ALUC staff to the staff report published with the meeting agenda was their acknowledgment of the City's letter on May 20, 2020 stating that the Final EIR for the Project would reinstate a mitigation measure requiring "Notice of Airport in Vicinity," to be included in all lease/rental agreements and post outdoor signage infonning the Resolution No. 2020-xx Page 4 of 13 15-226 public of the presence of operating aircraft, which demonstrates further compliance with the AELUP and to minimize potential future noise complaints. C. Noise. The residential and commercial land uses under the proposed Project are consistent with the aircraft noise standards of the AELUP. 1. Project is located outside of the JWA 60 to 65 dBA CNEL aircraft noise contours. Aircraft noise analysis was completed in the Project's EIR and presented at the ALUC hearing. The JWA GAIP EIR also contains noise analysis de strafing that the Project is outside of the 60 dBA CNEL not our. This noise analysis is based on one year's worth aft operations in all runway operating configurations wit xisting aircraft fleet mixes and future fleet forecasts.A& anal y eludes the time of day of all operations and incl is penal r evening (7 pm to 10 pm) and night (10 p.s am) aircraft o ons of five and ten decibels per opera Residential land - s are normally consistent in areas imp by a' iftaft noise u 60 dBA CNEL and comm e ' I land use dBA CNEL gown in the AELUP Tab ese are t e noise stands s used by the FAA and the Californi identify compatible land uses near airports. ii. ct is Iod- d o the VIWA single -event aircraft se co .-._ rs. Thee air oise analysis completed as of the GAIP included analysis of single event aircraft n Thi lysis in ed single event noise contours for the nois _ j akin gular use of JWA. The Project veto cons r 0 ed analysis and information at the T heamg showi 'e Project site is located outside of the .= JVqW dB--�' le event noise contours for all aircraft making regul5fte of irport. iii. The prod - includes mitigation measure notifying future residents. e Fin IR for the Project revised on May 22, 2020 includes a Yarneasure requiring "Notice of Airport in Vicinity," to be in all lease/rental agreements and post outdoor signage inhe public of the presence of operating aircraft, which demonstrates further compliance with the AELUP and to minimize potential future noise complaints. d. Safety. The residential and commercial land uses under the proposed project are consistent with the safety standards of the AELUP, Project is not in any of the AELUP safety zones. The project is located more than a mile from the outer edge of AELUP Zone 6, Traffic Pattern Zone as depicted in Appendix D. Further, AELUP Appendix D states the "Basic Resolution No. 2020-xx Page 5 of 13 15-227 Compatibility Qualities" of Zone 6 as "Allow residential uses" and "Allow most nonresidential uses." Project is not in the JWA runway protection zones (RPZ). The Project is located nearly two miles from the outer edge of the nearest JWA RPZ. ii. The FAA's Determinations of No Hazard to Air Navigation for The Bowery Mixed Use development structures are the only source of authoritative, aviation safety findings regarding the project. The FAA conducted an aeronautical st 49 U.S.C. §44718 and 14 CFR Part 77) and issued Its Dete sons on March 5, 2020 that structures associated with the ct "do not exceed standards and would not be a hazard . ation" and that "[b]ased on this evaluation, marking ting vt necessary for aviation safety." The FAA's Det tions esta that the Project would be neither an obstru or a hazard to a - vigation. iii. In this case it is imp t to establisRMbat entity has authority ov the use o over the p . Ct site. "The United Stat rnment h clusive sovereign y of airspace of the United - .9 U.S.C. 103(aK1)). r to use tl " ns and I 401{ JnN, - ding a d id be FA inistrator is responsible us 'Mf the navigable airspace and jegulations on the flight of ns on sa a altitudes) for Navigating, aircraft; protecting individuals and sing the navigable airspace efficiently; Rtween aircraft, between aircraft and between aircraft -+.,d airborne objects" erona itical studies for the Bowe,y Mixed Use project .e the definitive standard for assessing compliance aviation safety laws and regulations (49 U.S.C. § s federal authority is recognized in State law (Cal. vi. The City of Santa Ana has the local police powers to control land use on the site (Cal. Const., art. KI 11, § 7). This constitutional authority is acknowledged in State law (Cal. PUC §21670 and §21676) and the ALUC process (AELUP §4.11) allowing for overrule of an ALUC finding of inconsistency. vii. The other entities that have processed or commented on this project have aviation safety duties and responsibilities related to this matter. Each of these entities relies on or ultimately defers to Resolution No. 2020-xx Page 6 of 13 15-228 the FAA's authoritative aviation safety role in airspace determinations. viii. The AELUP for JWA, Section 2.1.3 Building Height Restrictions states, "In adopting criteria for building height restrictions in the vicinities of airports, the Commission considered only one standard and that was Federal Aviation Regulations Part 77 ([14 CFR] Part 77) entitled, Objects Affecting Navigable Airspace. "These regulations are the only definitive standard available [emphasis added] and the standard most generally used." ix. Section 2.1.3 also recognizes F/ CFR Part 77 surfaces as the the `imaginary surfaces,' th TM Part 77.23 standards alo LVI studies, [emphasis ad the Commission, in , er 'obstruction."' This s • n considers and recogni analyzing pr • ct impact o navigational ing, it aids or pubii t paths also considers s,the " nautical studies beyond 14 La rd f0 r revlew, "in addition to ion will use all of the FAR ie ; Its of FAA aeronautical eemed necessary by n a structure is an sta Z Commission the siAuthority" for Mor aeronautic - perations, or nterference with navigational- other stu to determi goes on to e F_ s of studies prdF67q-jWQ _t a find* of er th he F ` the rocedures. The Commission 'ty" for reporting the results s he Commission will not Stu, I s conducted by parties ktcertifies and adopts such Sec*r efere to FAA Advisory Circular 150(5190- �, A�I I Zon �,- *Waite to Limit Height of Objects Around 4 martsMCommis• = Revie N, This FAA Advisory Circular profs AMCiu • guidance for establishing zoning regulations alond%th spe guidance on a "variance" process for potential ©bstrucsduct. At ction 3.b., "The Federal Aviation Administration (FAA) s aeronautical studies on obstructions which &aminWeir effect on such factors as: aircraft operational electronic and procedural requirements; and, airport ha tandards. if an aeronautical study shows that an abs ction, when evaluated against these factors, has no substantial adverse effect upon the safe and efficient use of navigable airspace, then the obstruction is considered not to be a hazard to air navigation [emphasis added]." xi. CalTrans Division of Aeronautics — Caltrans publishes the California Airport Land Use Planning Handbook ("Handbook") in accordance with State Law with the purpose to, " provide information to ALUCs, their staffs, airport proprietors, cities, counties, consultants, and the public; to identify the requirements Resolution No. 2020-xx Page 7 of 13 15-229 and procedures for preparing effective compatibility planning documents; and define exemptions where applicable (Caltrans, 2411).' The Handbook provides specific guidance for assessing potential airspace obstructions in Section 4.5 Airspace Protection. xii. JWA — The FAA requires airport sponsors like Orange County to accept specific grant assurances when they accept federal funding. Hazard Removal and Mitigation and Compatible Land Use are two of these assurances (49 U.S.C. § 47107(a)(9) and (10)). For hazard removal, the Airport relies on the FAA's aeronautical study to meet its req ent. For compatible land use, the Airport relies on coardi with the surrounding cities and the ALUC. The following specific assurances: xiii. Hazard Removal and Mi ' It ke appropriate action to assure that such ter _- airspace required to protect instrument and vi operations to airport (including established minimum t altitudes) will bel equately cleared and protected by rem to " * g, relocmarking, or lighting or a . erwise miti ing airport wards and by preventing t . Iishmant ation of future airport hazards. Compatible La re sem_ ,able, in Y per takemupriate action, to the extent Ifto-tion w =s ing laws, to restrict the WmmedM vicinity of the airport to ipatib tin normal airport operations, f of aircraft. In addition, if the project is am implementation, it will not cause or I use, within its jurisdiction, that wi! respect to the airport, of the nois(- ;ures upc i which Federal funds have entia ''=and commercial land uses under the proposed ent with the height standards of the AELUP. sed buildings associated with the Project would not ex a sloping, three-dimensional 100:1 (one percent sloping surra a from the nearest runway over 3,200 feet in actual length) FAA notification surface to require the Filing of FAA Form 7460-1. This fact is stated in the ALUC staff report and was repeated at the ALUC hearing on the Project. Despite this fact, the Project proponent fled with the FAA and received a Determination of No Hazard to Air Navigation on March 5, 2020. ii. The Project does not exceed the sloping, three-dimensional 50:1 FAA precision instrument Approach Surface to JWA Runway 20R. This fact is stated in the ALUC staff report and was repeated at Resolutior No, 2020-xx Page 8 of 13 15-230 the ALUC hearing on the Project. Despite this fact, the Project proponent filed with the FAA and received a Determination of No Hazard to Air Navigation on March 5, 2020. Overflight. "Close to the JWA approach centerline" as identified by the ALUC is neither an FAA nor an AELUP standard. The FAA is the only authoritative source of aviation safety data and the FAA does not have a "close to the JWA approach centerline" standard. The FAA's Aeronautical Study of the Project and Determinations of No Hazard Air Navigation issued on March 5, 2020 are the only autho ' source of airspace impact information as stated in the AE The AELUP clearly standards around aii measures of these g Section 2.1. The Prol, standards. Two-dimen ht I nothing to in -- one day of arr flims an .' sof aircr y ti toy } _ � duced se iv. proxm dimer Apra from - - the JV noise - single difn its Mort land use planning Oise, sa efyMand height. Objective ards are clew entified in AELUP consistent with e f these objective ks -(listunassocia ed aircraft do act ots. The ALUC provided cks, f departure flight tracks ude that were purported broponeff epared three-dimensional models of the Soe ht t information to depict actual overflight aled model of the Project. These three - m DwA at some residents and users of the IW likely b gWe to see aircraft flying past the property tlon �. Aircraft noise information from the AELUP, I and from the Project EIR demonstrate that the t wo - d be less than 60 dBA CNEL and less than noise standards identified in the JWA GAIP EIR. V. � Y_ ise contours used to objectively measure noise impact Ell ssume flight tracks and actual operating conditions for a full ar including future operations. One day of arrival flight tracks and one day of departure flight tracks are simple anecdotes and not substantive evidence. vi. The project is located outside of the JWA single event noise exposure areas documented in the JWA General Aviation Improvement Program EIR certified on June 25, 2019. The project developer presented this information to the ALUC Commission at its hearing on May 21, 2020. Resolution No. 2020-xx Page 9 of 13 15-231 vii. ALUC Commissioners Monin and Murphy asked for but did not receive evidence of general aviation aircraft using Runway 2R120L would "be turning right in front of the site." In fact, the GA aircraft pattern and voluntary noise abatement procedures for Runway 2R120L operate within one to two miles from the end of the runway north of the airport and on a 15 -degree offset from the extended runway centerline to avoid airspace conflicts with aircraft arriving Runway 20R. This location places GA aircraft south of Barranca Parkway and aligned with the Tustin Legacy property southeast of the Project site. These regular GA aircraft flight tracks are substantiated in the presentation byjWA staff on April S, 2019 at a Town Hall meeting about the G - g. Heliports. Heliports are not a part h. Zone Change and Genera change, and General Plan AELUP aircraft noise, safdq ' consistent with the larger planrt approach centerlines not an F The proposed zone with the objective ind are therefore hese to the JWA lent are cans height standar ole ALUC. 4La F C stand i. ALUC offersntladonMl overflights of new residents would be dist ed . noyed. the contrary, the ALUC de_ o strates th -he is to ,ft outside of the 60 dBA �x4ise Ionto • As Re.Proji t would not add any new y-_ .� . idenfiaf• r com Oise acts to the JWA 65 dBA 0munit.-oise Eq gent Level (CNEL noise area. Flig qday rrivals and one day of departures are t unrq and: uil ccounted for in the one year of RW. ighff- ed to m Mag re- CNEL noise impacts associated with Flight tks for c e day of arrivals and one day of departures are not uniqa and are fully accounted for in the single -event noise ntour oduced for the JWA GAIP EIR. The Project is located Sal" hese single -event noise contours. iv. The A comments on the Project conflict with its own noise analysis contained in the GAIP EIR. The ALUC staff report states, "Because of the project location within the primary approach corridor and its proximity to JWA (2.25 miles), JWA stated it is not supportive of the proposed residential portion of the project." The objective analysis and conclusions of the JWA GAIP EIR find that the objective aircraft noise analysis demonstrate that the Project would be located outside of the 60 dBA CNEL noise contour and would have no impact on operations at JWA due to height. Resolution No. 2020-xx Page 10 or 13 15-232 V. The ALUC staff report states that, "per Section 1.2 of the AELUP for JWA, the purpose of the AELUP is to safeguard the general welfare of the inhabitants within the vicinity of the airport and to ensure the continued operations of the airport." The method by which the ALUC achieves this purpose is through the application of the objective standards contained in Section 2.1 of the AELUP. As demonstrated In the ALUC staff report and, in these Findings, the Project is consistent with each of the standards. As a result, the ALUC has met their duty under Section 1.2 by ensuring that the Project meets these standards. vi. The ALUC staff report states the AELUP for JWA and Commission to coordinate land use planning." The charge is through th contained in Section ALUC staff report an t with each of the standa duty under qgqtIon 2.1.4 a the Project fflese sty Section 3. CALIFORNIA ditionally, Section 2.1.4 of Section 21674 charge the level to ensure compatible tfid by the ALUC achieves this 511cation a objective standards the AELUP. emonstrated in the :se Findings, th 'act is consistent As ult, the A has met their ction 21674 nsuring that ENTAMMUALITY ACT: The City pact = pprt No. 2020-01; adopted SM }; Pfd adopted the Statement Section 4. IRM NIFQATION. A& Applicant shall indemnify, protect, defend ano.!AW he _ 'erg= of i fficials, officers, employees, agent dapartrndgf,4, au � Ized vo( d instrumentalities thereof, harmles from C7 and all d6'mands, la 9 writs of ni!! ndamus, and other and proceedlffg, (whether , egi�ltable, declaratory, administrative or adjudicatory in nature), a Iternative We r'��Qlution procedures (including, but not limited to arbitrations_ iations, an uch other procedures), judgments, orders, and decisions (collectively "A s"), bro 1 against the City and/or any of its officials, officers, employees, age depa nts, agencies, and instrumentalities thereof, that challenge, attack, o odify, set aside, void, or annul, any action of, or any permit or approval iss the City and/or any of its officials, officers, employees, agents, departments, a encies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Resolution No, 2020-xx Page 11 of 13 15-233 Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 5. CITY COUNCIL_ ACTION: Based on the above evidence and Findings made, and the remainder of the record in this case, the City Council of the City of Santa Ana hereby resolves to overrule the Orange County ALUC's determination that the Bowery Mixed -Use Development Project is inconsistent with the Orange County AELUP. Section 6. EXECUTION OF RESOLUTION Resolution and the Clerk of the Council shall attest anjj AP Sol By: AY NC AB NOT PRESENT ADOPTED this day of -- I , 2020. Councilmembers e Mayor shall sign this fy to the adoption thereof. ulido Resolution No. 2020-xx Page 12 of 13 15-234 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on , 2020. Date - Clerk of the Council City of Santa Pte, Resolution No. 2020-xx Page 13 of 13 15-235 AIRPORT LAND CASE COMMISSION ORANGE COUNTY -`��,-- FOR ORANGE COUNTY 3160 Airway Avenue • Costa Mesa, California 92626.949.252.5170 fax: 949.252.6012 July 3, 2020 David Blumenthal, AICP Planning Consultant City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Subject: AL1✓C Referral Package Confirmation Dear Mr. Blumenthal: This is to confirm that Airport Land f'se Commission (ALIJC) staff has received the City of Newport Beach referral request for the Newport Airport Village project in the area bound by Campus Drive, MacArthur Boulevard and Birch Street. Your request for a review and consistency determination by the Commission is hereby accepted and deemed complete on July 3, 2020, and will be agendized for the next Commission meeting of July 16, 2020, unless otherwise noticed. Please note that consistent with the Governor's Order N 2720 issued on March 17, 2020, the meeting will be held with a teleconferencing option. We will provide call-in details when the agenda is posted. Your attendance at the meeting (in person or via teleconference) would be appreciat.d in case there are questions regarding this item. A copy of the meeting agenda and .taff report regarding your item will be provided to you pri, the Commission meeting. Please contact Julie Fitch at (949) 252-5284 or at jfitch@ocair.com you need additional information regarding the Commission's review of this project. Sincerely, Lea U. Choum U` Executive Officer 15-236 ORANGE I COUNTY !:Wk I IN.— July C July 9, 2020 AIRPORT LAND USE COMMISSION FOR ORANGE COUNTY 3160 Airway Avenue • Costa Mesa, California 92626 - 949.252.5170 fax: 949.252.6012 Barry Curtis. Director Economic and Development Ser% ices Cite of Costa Mesa 77 Fair Drive P.O. Box 1200 Costa Mesa. CA 92628 Subject: One Metro «'est Mixed -Use De-elopment at 1683 Sunflower A♦enue Dear Mr. CLII'tis: During the meeting held Oil ,Tulle 18. 2020. the Airport Land ['se Commission (Al ['C) For OI•an�gc County considered the subject project. l lie matter was dul) disCLISSC& moN ed, seconded and Carried unan11110LlS1\' h\ the Commission to find the City of Costa l\/leSa 5 proposed One Metro West Mixed -Use Dcvelc)pnlent Project and related General Plan Amendment and Zoning Code Change to be Consistent \\ith the CommiMlon's 21ir7701-i Lnvirouv Lowl ( 'tic Plum (.,11;LUP) Jor .Jnitrr II irvne 11i17301-1 Please contact Julie I- itch. land Use Manager at 1949) 2"52-5284 or via email at .11: itch rt.,ocair.com if you require additional information or haN e questions regardim:. this proceeding. Sincerely, Lea U. Choum Lxecutive Officer 15-237 Attachment H ALUC Letter of Determination 15-238 AIRPORT LAND USE COMMISSION ORANGE COUNTY FOR ORANGE COUNTY 3160 Airway Avenue • Costa Mesa, California 92626 - 949.252.5170 fax: 949.252.6012 July 21, 2020 David Blumenthal, AICP Planning Consultant City of Newport Beach 100 Civic Center Drive Newport Beach, CA 92660 Subject: ALUC Determination for Newport Airport Village Dear Mr. Blumenthal: During the public meeting held on July16, 2020, the Airport Land Use Commission (ALUC) for Orange County considered the subject project. The matter was duly discussed, and with a unanimous vote of 6-0, the Commission found the proposed General Plan Amendment, Zoning Code Amendment and proposed Newport Airport Village project located at 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600, and 4630 Campus Drive; 4525, 4533 and 4647 MacArthur Boulevard; and 4341, 4361,1 and 4501 Birch Street, to be Inconsistent with the Airporf Environs Land Use Plan (A EL UP) fol John Wayne Airport (JWA) per: • Section 2. 1.1 Aircraft Noise that the "aircraft noise emanating from airports may be incompatible with general welfare of the inhabitants within the vicinity of an airport." Section 2.1.2 Safety Compatibility Zones in which "the purpose of these zones is to support the continued use and operation of an airport by establishing compatibility and safety standards to promote air navigational safety and to reduce potential safety hazards for persons living, working or recreating near JWA." Section 2.1.3 Building Height Restrictions which states that "the results of an aeronautical study conducted by the FAA... will be utilized to help determine if a structure will have an adverse effect on the airport or on aeronautical operations." The Aeronautical study provided was for structures 124 feet AMSL, while the General Plan Amendment and Development Plan indicate the maximum height would be 129 feet AMSL, and • Section 2.1.4, and PUC Section 21674 which state that the Commission is charged by PUC Section 21674(a) "to assist local agencies in ensuring compatible land uses in the 15-239 vicinity of ...existing airports to the extent that the land in the vicinity of those airports is not already devoted to incompatible uses," and PUC Section 21674(b) "to coordinate planning at the state, regional and local levels so as to provide for the orderly development of air transportation, while at the same time protecting the public health, safety and welfare." Please contact Julie Fitch at ifitch@ocair.com or at (949) 252-5284 if you require additional information or have questions regarding this proceeding. Sincerely, � Lea U. Choum Executive Officer cc: ALUC 15-240 Attachment I Previous ALUC Consistent Findings 15-241 ALUC CONSISTENCY FINDINGS (in order of ALUC determination date) Map Key Project Number Location Description ALUC Finding Overrule Consistent - PA2006-159 Citywide Comprehensive General Plan Update N/A July 20, 2006 1 PA2006-079 1000 Bison Ave Construction of a new two-story, 31,722 sf educational Consistent N/A building and gymnasium December 20, 2007 Consistent - PA2009-034 Citywide Comprehensive Zoning Code Update N/A August 19, 2010 2 PA2007-213 4300 Von Karmen Ave GPA, PCDP, Parcel Map to accommodate development of a Consistent N/A new 11,960 sf commercial building. October 21, 2010 3 PA2008-164 4699 Jamborees Rd and GPA PCDP Parcel Map to accommodate redevelopment of � Consistent N/A 5190 Campus Dr p site with 46,000 sf commercial business plaza. October 21, 2010 Newport Place Planned Community Amendment - Text to allow residential developments that include: 1) a minimum of 30 percent of units affordable to lower-income households; Consistent 4 PA2011-215 West side of MacArthur BI and 2) densities between 30 du/ac and 50 du/ac consistent June 21, 2012 N/A with the MU -H2 General Plan land use designation and policies for the Airport Area. North Newport Center PCDP Amendment - Increase the 5 PA2012-020 900 Newport Center Dr residential development allocation from 430 dwelling units to Consistent N/A a total of 524 dwelling units (increase of 94 units) and July 19, 2012 allocating the units to the San Joaquin Plaza sub -area. Uptown Newport Project - Mixed use project with up to 1,244 Inconsistent 6 PA2011-134 4311-4321 Jamboree Rd Yes dwelling units and 11,500 square feet of retail. October 18, 2012 Consistent 7 PA2012-034 East of Tustin Ave Emerson Island Annexation N/A November 15, 2012 Consistent 8 PA2012-047 520 Newport Center Dr 20 story office building N/A November 15, 2012 15-242 Map Key Project Number Location Description ALUC Finding Overrule Consistent - PA2012-104 Citywide 2014-2021 Housing Element Update N/A September 19, 2013 Back Bay Landing Project - Legislative approval to allow mixed-use waterfront project. The Planned Community 9 PA2011-216 300 E Coast Hwy Development Plan would allow for the development of a new Consistent N/A enclosed dry stack boat storage facility for 135 boats, 43,500 January 16, 2014 square feet of visitor -serving retail and recreational marine facilities, and up to 49 attached residential units. Inconsistent - PA2013-098 Citywide General Plan Land Use Element Update Yes April 17, 2014 Consistent 10 PA2015-152 850 San Clemente Dr Museum House Project - 100 dwelling units N/A November 17, 2016 11 PA2015-210 101 Bayview PI Harbor Point Senior Living - 5,000 square foot convalescent Consistent N/A and congregate care facility with 120 beds. November 17, 2016 Vivante Senior Housing Project —184,309 -square foot, 6 -story 10 PA2018-185 850 San Clemente Dr combination senior housing development (90 residential Consistent N/A dwelling units, 126 beds) and memory care facility (9 units, 27 July 18, 2019 beds). Newport Airport Village Project — Mixed-use development to Between Campus Dr and allow the redevelopment of the 16.46 -acre property with up Inconsistent 12 PA2014-225 Birch St, at MacArthur BI to 444 dwelling units (329 base units and 115 density bonus July 16, 2020 Pending units) and 297,572 square feet of retail, office, and other airport supporting uses. 15-243 2 BAKER SI q¥ / � f *r J 71 4 ( 2 >` @ '� > § 66 o COST OEs& \ ' C4 � � 4P .� R D SI - � � 4, B I k ' 4; 7 � � t LO 10 � \ > � � IL, CA 61 t Index 0ConsistentPrq t 0 Inconsistent Projert 0 Project Site 15-244 Attachment J FAA "Determination of No Hazard to Air Navigation" for Planning Area 1 15-245 Mail Processing Center Federal Aviation Administration Southwest Regional Office Obstruction Evaluation Group 10101 Hillwood Parkway Fort Worth, TX 76177 Issued Date: 07/29/2020 Patrick B. Strader Starpointe Ventures 19700 Fairchild Road Suite 240 Irvine, CA 92612 Aeronautical Study No. 2020 -AWP -7688 -OE Prior Study No. 2020 -AWP -3998 -OE ** DETERMINATION OF NO HAZARD TO AIR NAVIGATION ** The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C., Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning: Structure: Building Newport Airport Village Phase 1 Location: Newport Beach, CA Latitude: 33-40-16.60N NAD 83 Longitude: 117-51-55.10W Heights: 44 feet site elevation (SE) 85 feet above ground level (AGL) 129 feet above mean sea level (AMSL) This aeronautical study revealed that the structure does not exceed obstruction standards and would not be a hazard to air navigation provided the following condition(s), if any, is(are) met: It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be e -fled any time the project is abandoned or: At least 10 days prior to start of construction (7460-2, Part 1) X Within 5 days after the construction reaches its greatest height (7460-2, Part 2) Based on this evaluation, marking and lighting are not necessary for aviation safety. However, if marking/ lighting are accomplished on a voluntary basis, we recommend it be installed in accordance with FAA Advisory circular 70/7460-1 L Change 2. The structure considered under this study lies in proximity to an airport and occupants may be subjected to noise from aircraft operating to and from the airport. This determination expires on 01/29/2022 unless: (a) the construction is started (not necessarily completed) and FAA Form 7460-2, Notice of Actual Construction or Alteration, is received by this office. (b) extended, revised, or terminated by the issuing office. (c) the construction is subject to the licensing authority of the Federal Communications Commission (FCC) and an application for a construction permit has been filed, as required by the FCC, within Page 1 of 4 15-246 6 months of the date of this determination. In such case, the determination expires on the date prescribed by the FCC for completion of construction, or the date the FCC denies the application. NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST BE E -FILED AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. AFTER RE-EVALUATION OF CURRENT OPERATIONS IN THE AREA OF THE STRUCTURE TO DETERMINE THAT NO SIGNIFICANT AERONAUTICAL CHANGES HAVE OCCURRED, YOUR DETERMINATION MAY BE ELIGIBLE FOR ONE EXTENSION OF THE EFFECTIVE PERIOD. This determination is based, in part, on the foregoing description which includes specific coordinates, heights, frequency(ies) and power. Any changes in coordinates, heights, and frequencies or use of greater power, except those frequencies specified in the Colo Void Clause Coalition; Antenna System Co -Location; Voluntary Best Practices, effective 21 Nov 2007, will void this determination. Any future construction or alteration, including increase to heights, power, or the addition of other transmitters, requires separate notice to the FAA.This determination includes all previously filed frequencies and power for this structure. If construction or alteration is dismantled or destroyed, you must submit notice to the FAA within 5 days after the construction or alteration is dismantled or destroyed. This determination does include temporary construction equipment such as cranes, derricks, etc., which may be used during actual construction of the structure. However, this equipment shall not exceed the overall heights as indicated above. Equipment which has a height greater than the studied structure requires separate notice to the FAA. This determination concerns the effect of this structure on the safe and efficient use of navigable airspace by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or regulation of any Federal, State, or local government body. If we can be of further assistance, please contact our office at (847) 294-7575, or vivian.vilaro@faa.gov. On any future correspondence concerning this matter, please refer to Aeronautical Study Number 2020 -AWP -7688 -OE. Signature Control No: 445334438-446915318 (DNE ) Vivian Vilaro Specialist Attachment(s) Map(s) Page 2 of 4 15-247 TOPO Map for ASN 2020 -AWP -7688 -OE mv #-� 7y1' All F ,. �:;c�xa� � . 'x�-1�• -- �-: a r;11:1'�'s�� ��—l,r�='' �, f .., - '°' '• ..€.:.1—wrl�`^�f��� `r' r � - __ _ wel� cines r__-,ua Qk vD } _ ,i o•.. - _ � .,,•� `....��a s,.54.� �.� .<.�g'�r _..� .: y+i E."i4 .. �� ' ... ; c� , •'.-.r` I J� F - Of]RTu M68A / Ot LL.l .L_.1 ,: v� �•}. �!--. 412'-- {' - —• � :�r �:......_ - �aY U± - �. �P���4�, r..� ,*r�.i7 �•��,:�s.--���,' } � �,.. ,.. - sill _ .�� * - '� d:, II .r ��`- � I=, .;'�' r •��- ��1'"�.�; .r ° i d'r��r `6- ri ,..,mak_"'�,�^l ..,�$":...� - � �' 'V�m. ...� l'i'�� ufiM. - 1. �9 "?o''xi:' i�/,L •'>._• - < cY�.s:!_":: ... ':•i..�" I Y . yM ....::i► d"4.e: - \� .. w.ir -- ,`% uskFr,. t..:". 4-+mq '. .. r. .. =.G'r: Win'._ �,� .. .. � n `.� � .,�� ..T k h - - -_ �'t '.' ! ,• a .: �� .. �.. ' _ �(� .-7y� ' a .. W� •� S ,�. _ ' ._ , 3a� �e _ � �4L 4b'1h'n ARE rt �•Afen 3y, ..:rq.: 4.. ?`.: �q s:'' i 1. :4•a '.� - -'\ iQ - �;,r •''.. .x .. ,•.'sem;, ,..;: x,_�..Z41 .^'l}•� d" � � �i���,• ` >'.�e t�{/SFr 4� t - - t .. ,.N '§� . � .Y y m �• 't`" ,,,, �' Viz, 4 � $�� < _�' ✓ a ��� 4 -` `� `�: f •� . :. Page 3 of 4 15-248 Sectional Map for ASN 2020 -AWP -7688 -OE 96= L -R31'122-95' - =oy R� :a►-fErM t—ip1- o 5 ne nd ` ST r 44 47'5 SZA,AF (SL -.1) j bldg 181.875 379.975 25 ❑15fti]EYLAND fTHEME,RARK See Note for requirements., 4 . 44+35 JOGIT 01 WvKRv IRVIN*E- 0750- � r.. LAKE j 3Q r `7 JOHNILWAYNE "� -:aRAI E CO {SVA}, L2 de. L: x.45 �vp- T99 %_ NUNTIN N ATISY12fi.0 -SANTA A ISI 56 L57, 122-95 RP 2R,120R 'RIVEF 54 25. 425 00 %.iwm_ POR," _ BEA 54% N air ,35 WZ0 N M• 31 6.125 3.6 SFC � 54v1 ' J315) BA 0 '1180 =As .�ddo 0000",- 54*" � 15 MINvE Page 4 of 4 55 'CAOTION �oN*CA v l � 44dwa tawers SIGNAL 35 PEAK RA UZ LadOna B AGUNA I LLS . C3 SANTA ANA CLASS-�CJ ..if- 15-249 Mail Processing Center Federal Aviation Administration Southwest Regional Office Obstruction Evaluation Group 10101 Hillwood Parkway Fort Worth, TX 76177 Issued Date: 07/29/2020 Patrick B. Strader Starpointe Ventures 19700 Fairchild Road Suite 240 Irvine, CA 92612 Aeronautical Study No. 2020 -AWP -7685 -OE Prior Study No. 2020 -AWP -3998 -OE ** DETERMINATION OF NO HAZARD TO AIR NAVIGATION ** The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C., Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning: Structure: Building Newport Airport Village Phase 1 Location: Newport Beach, CA Latitude: 33-40-13.60N NAD 83 Longitude: 117-52-00.30W Heights: 44 feet site elevation (SE) 85 feet above ground level (AGL) 129 feet above mean sea level (AMSL) This aeronautical study revealed that the structure does not exceed obstruction standards and would not be a hazard to air navigation provided the following condition(s), if any, is(are) met: It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be e -fled any time the project is abandoned or: At least 10 days prior to start of construction (7460-2, Part 1) X Within 5 days after the construction reaches its greatest height (7460-2, Part 2) Based on this evaluation, marking and lighting are not necessary for aviation safety. However, if marking/ lighting are accomplished on a voluntary basis, we recommend it be installed in accordance with FAA Advisory circular 70/7460-1 L Change 2. The structure considered under this study lies in proximity to an airport and occupants may be subjected to noise from aircraft operating to and from the airport. This determination expires on 01/29/2022 unless: (a) the construction is started (not necessarily completed) and FAA Form 7460-2, Notice of Actual Construction or Alteration, is received by this office. (b) extended, revised, or terminated by the issuing office. (c) the construction is subject to the licensing authority of the Federal Communications Commission (FCC) and an application for a construction permit has been filed, as required by the FCC, within Page 1 of 4 15-250 6 months of the date of this determination. In such case, the determination expires on the date prescribed by the FCC for completion of construction, or the date the FCC denies the application. NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST BE E -FILED AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. AFTER RE-EVALUATION OF CURRENT OPERATIONS IN THE AREA OF THE STRUCTURE TO DETERMINE THAT NO SIGNIFICANT AERONAUTICAL CHANGES HAVE OCCURRED, YOUR DETERMINATION MAY BE ELIGIBLE FOR ONE EXTENSION OF THE EFFECTIVE PERIOD. This determination is based, in part, on the foregoing description which includes specific coordinates, heights, frequency(ies) and power. Any changes in coordinates, heights, and frequencies or use of greater power, except those frequencies specified in the Colo Void Clause Coalition; Antenna System Co -Location; Voluntary Best Practices, effective 21 Nov 2007, will void this determination. Any future construction or alteration, including increase to heights, power, or the addition of other transmitters, requires separate notice to the FAA.This determination includes all previously filed frequencies and power for this structure. If construction or alteration is dismantled or destroyed, you must submit notice to the FAA within 5 days after the construction or alteration is dismantled or destroyed. This determination does include temporary construction equipment such as cranes, derricks, etc., which may be used during actual construction of the structure. However, this equipment shall not exceed the overall heights as indicated above. Equipment which has a height greater than the studied structure requires separate notice to the FAA. This determination concerns the effect of this structure on the safe and efficient use of navigable airspace by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or regulation of any Federal, State, or local government body. If we can be of further assistance, please contact our office at (847) 294-7575, or vivian.vilaro@faa.gov. On any future correspondence concerning this matter, please refer to Aeronautical Study Number 2020 -AWP -7685 -OE. Signature Control No: 445334434-446915319 (DNE ) Vivian Vilaro Specialist Attachment(s) Map(s) Page 2 of 4 15-251 TOPO Map for ASN 2020 -AWP -7685 -OE `. >K�j .� •�� - � 3, .�� �i'icif..;ss. �, _ � r � ''te �qqj .� �I�.� _r.�.����yyEE%}� nrc:��—% i�? aa�r�,...� I `� r •c. IN ffm }'' ii ' ti'i._^ • ss -f / ��.SARIHE C�lIP5� aUR _. 1 1 ,h. - .. �'•: r Iv HE iE •i,6itr� r-1 ; r E, 7�" �, p'`..ti: .G, �'. _ .! ! t-R.�' 9.1 t :ChT i t'I w.� �,,. !`: r•.''t: — LTi '} f \ J�l >a i_LSFL5 I I _` ..i @�'�1 .E �1��—,'t a. —� r.�7F'A'F Mk3:A ��� � ir, tFY� � � �� � • — ., 3 kis• , � �' � I �°ti,:.`r."��- - .` � ,� � • . [unnl•w�' � �� 3 .'..t� 'il .fir � ♦ : - - :.^�ii= . +`H`.' ...y�y. tip_ :: • r -� ,i� �?lti �•�_ 4s'{w'�.-� - r.'`Y Jt vi'1■�i'r'w"'i ' r,n,� 3... .'�'��a,. ... F+ , ' ., I �""-• l ;#� �L, fix" T�' L, �a Y€�' R ~ F- 'S'..�z ina:2ai: ` n �N":,4 r'•� � � ice_ .& '� �� � %:�.• - •i _ 1_.... :: !.•1 c,�C. �'.' •4F.. �• $_... ,it fir: 1'�-¢'',5� � .•S� �r L ... ...E ua, r„r•k rlK S TI'S 4 -- 1--'� � �•��-- •� '� � � ::.�d ".' ,.: �= --. --- .x. � � _ wSY�� _ _i:l -1 .M.i., �.o .y" - � ::i�•..� Yl�..,hi,'% "� ". , :��`�• ' ,� � •• '3` as � � - t , ". ,�. � Y • �.::. _ it _ �=P-- � � : � � ,. fir= `� i8..�¢� :.. *���gi+7 .�., , n,C. �tsn�. w� 5IX�'•�3'. � ���. - -. r... .:5',' .-t•�. �� ... r.%rs:a...: .���'�i �. CJ .- .. . �6' . , ,���:�.,: Page 3 of 4 15-252 Sectional Map for ASN 2020 -AWP -7685 -OE .' .— 9B-* L—r31 r22-95 :ov�DISNEYLAI RP 2T-1 Af.. Ah1EfN1 See' Note: ne n srADIUMf .0 ef JOGII �� 56ja —' 44 4 75 , o S*AAF (SLI) bIdgs 0 l 118.875 379.97; so 'r. �L Jo ON - CT ; Hu1yTIl , i r, 4 PI IW20-NM- 36.125 ).6 - ATISY1 26.0 k 57 r -� RP �R,124R Page 4 of 4 .t, -I I � (. ENfE.PA�K42 uirements „ '44 x�-3 5 WOKRO I R V I N E- 1 LAKE AV 4G�JNA F{I LLS 4 ANTA ANA -CLASSIC 15-253 Mail Processing Center Federal Aviation Administration Southwest Regional Office Obstruction Evaluation Group 10101 Hillwood Parkway Fort Worth, TX 76177 Issued Date: 07/29/2020 Patrick B. Strader Starpointe Ventures 19700 Fairchild Road Suite 240 Irvine, CA 92612 Aeronautical Study No. 2020 -AWP -7686 -OE Prior Study No. 2020 -AWP -3998 -OE ** DETERMINATION OF NO HAZARD TO AIR NAVIGATION ** The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C., Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning: Structure: Building Newport Airport Village Phase 1 Location: Newport Beach, CA Latitude: 33-40-09.I ON NAD 83 Longitude: 117-51-55.50W Heights: 44 feet site elevation (SE) 85 feet above ground level (AGL) 129 feet above mean sea level (AMSL) This aeronautical study revealed that the structure does not exceed obstruction standards and would not be a hazard to air navigation provided the following condition(s), if any, is(are) met: It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be e -fled any time the project is abandoned or: At least 10 days prior to start of construction (7460-2, Part 1) X Within 5 days after the construction reaches its greatest height (7460-2, Part 2) Based on this evaluation, marking and lighting are not necessary for aviation safety. However, if marking/ lighting are accomplished on a voluntary basis, we recommend it be installed in accordance with FAA Advisory circular 70/7460-1 L Change 2. The structure considered under this study lies in proximity to an airport and occupants may be subjected to noise from aircraft operating to and from the airport. This determination expires on 01/29/2022 unless: (a) the construction is started (not necessarily completed) and FAA Form 7460-2, Notice of Actual Construction or Alteration, is received by this office. (b) extended, revised, or terminated by the issuing office. (c) the construction is subject to the licensing authority of the Federal Communications Commission (FCC) and an application for a construction permit has been filed, as required by the FCC, within Page 1 of 4 15-254 6 months of the date of this determination. In such case, the determination expires on the date prescribed by the FCC for completion of construction, or the date the FCC denies the application. NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST BE E -FILED AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. AFTER RE-EVALUATION OF CURRENT OPERATIONS IN THE AREA OF THE STRUCTURE TO DETERMINE THAT NO SIGNIFICANT AERONAUTICAL CHANGES HAVE OCCURRED, YOUR DETERMINATION MAY BE ELIGIBLE FOR ONE EXTENSION OF THE EFFECTIVE PERIOD. This determination is based, in part, on the foregoing description which includes specific coordinates, heights, frequency(ies) and power. Any changes in coordinates, heights, and frequencies or use of greater power, except those frequencies specified in the Colo Void Clause Coalition; Antenna System Co -Location; Voluntary Best Practices, effective 21 Nov 2007, will void this determination. Any future construction or alteration, including increase to heights, power, or the addition of other transmitters, requires separate notice to the FAA.This determination includes all previously filed frequencies and power for this structure. If construction or alteration is dismantled or destroyed, you must submit notice to the FAA within 5 days after the construction or alteration is dismantled or destroyed. This determination does include temporary construction equipment such as cranes, derricks, etc., which may be used during actual construction of the structure. However, this equipment shall not exceed the overall heights as indicated above. Equipment which has a height greater than the studied structure requires separate notice to the FAA. This determination concerns the effect of this structure on the safe and efficient use of navigable airspace by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or regulation of any Federal, State, or local government body. If we can be of further assistance, please contact our office at (847) 294-7575, or vivian.vilaro@faa.gov. On any future correspondence concerning this matter, please refer to Aeronautical Study Number 2020 -AWP -7686 -OE. Signature Control No: 445334436-446915321 (DNE ) Vivian Vilaro Specialist Attachment(s) Map(s) Page 2 of 4 15-255 TOPO Map for ASN 2020 -AWP -7686 -OE LA �� f l � I s'E,• . ' ; . - - 1 VT. t . : t '•ya✓ r✓ _. _ r�auxi yusrs r - ti Rtj g °�::rr - _•r.l .. l::: c; ;.F^_-g+s': a� _ i{'.�k'� ::,�.•ti .�. ff �r�-S .4 .� a �+r� t. .�_/.. aw'ft'_, •Ilch'�r _'TF--., r_. '�f;z- --Yi _�� - �_ - r ^9s . ��fy R� �`� � � _ �� Lj :'. .� r� `' _k" _r�� �. � mil• '��� � `4� " � l x-_�..------ - ...tq4 �ih �:: .:: ; t r� 'a: -.=ter .e • r.�;t ?..� 4 r Y -" Kir - .- ;`::. y - • 41 s•+.A: --- r - , ... ._ - � -,ter %`-'•,�. P aR . �� � ! * b � gi• h in 'nW.� i' -• :;� : - 1' l fY! I' J" 6+' _—...- s= .i..�f.c ya` +•` �I'i'..' e �,`• i"�,y "^ .. of / ter. k'. :' _ ..r. xr- .: :Gx.:�n �. �� � '' V��� •�•' 'i I ( /1 .. .. __'��_-r� d �f�l{[ — I-rn,:w... � �• � � ;.� µr '. �V� . j' �. r ou - `-�5 y�.i��-I'.-: '�� t!/.. �:Fr.r "vx`!�§ 'i �iS'.' �i��. '�•�I �e .;� •� Tai 111 L' •W/' VW - .. L�q RE ' N .. ����; - w- � � -s. ays _ _ - s _ �-.�•�,:. '-_._ - = _ get ,w . '::?fir'. �.� - __M; „'r �' n;, .:� • _ a -. N11 V_ �` �s•�+ - ', Lw`r, h �-'�._'-'i - ..�:b� -} ~�•{ .y;� � J: _ "�7�� :b�+i°a _ .... _. `_ r - ,4d.��. r§t�.•�,�: Lq-_ �f''''Ntd✓'.''.�` 'n'xYi.f .,-iK'�� �.. , dna ..'dA'. \,j _, -•2L Page 3 of 4 15-256 Sectional Map for ASN 2020 -AWP -7686 -OE RP24 1:00 A ne �nd �A 5%, AF (SLI) j 18.875 379.975 .°_0 25 aF LJ� CT - HUNTIN N .�� Ip I{ ON M- 316.125_ ).6 '- �/m=mW!=5w- l is I AHEI*STADIUM ee' SNote_f� a JDG1�T, 475 )Idqs 080, r K 44 a� ''AA- X35 •Q 07_5°- !,�IyVCO 0IRYIND r � LAKE JiJ 1 TILII'V lI f T\ I I r 1N4_ Go (SNA), t1 .4 Liwii 9- ryL.T� Page 4 of 4 7 SANTA AN 4 vCLASS-C-1 15-257 Mail Processing Center Federal Aviation Administration Southwest Regional Office Obstruction Evaluation Group 10101 Hillwood Parkway Fort Worth, TX 76177 Issued Date: 07/29/2020 Patrick B. Strader Starpointe Ventures 19700 Fairchild Road Suite 240 Irvine, CA 92612 Aeronautical Study No. 2020 -AWP -7687 -OE Prior Study No. 2020 -AWP -3998 -OE ** DETERMINATION OF NO HAZARD TO AIR NAVIGATION ** The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C., Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning: Structure: Building Newport Airport Village Phase 1 Location: Newport Beach, CA Latitude: 33-40-13.70N NAD 83 Longitude: 117-51-52.40W Heights: 44 feet site elevation (SE) 85 feet above ground level (AGL) 129 feet above mean sea level (AMSL) This aeronautical study revealed that the structure does not exceed obstruction standards and would not be a hazard to air navigation provided the following condition(s), if any, is(are) met: It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be e -fled any time the project is abandoned or: At least 10 days prior to start of construction (7460-2, Part 1) X Within 5 days after the construction reaches its greatest height (7460-2, Part 2) Based on this evaluation, marking and lighting are not necessary for aviation safety. However, if marking/ lighting are accomplished on a voluntary basis, we recommend it be installed in accordance with FAA Advisory circular 70/7460-1 L Change 2. The structure considered under this study lies in proximity to an airport and occupants may be subjected to noise from aircraft operating to and from the airport. This determination expires on 01/29/2022 unless: (a) the construction is started (not necessarily completed) and FAA Form 7460-2, Notice of Actual Construction or Alteration, is received by this office. (b) extended, revised, or terminated by the issuing office. (c) the construction is subject to the licensing authority of the Federal Communications Commission (FCC) and an application for a construction permit has been filed, as required by the FCC, within Page 1 of 4 15-258 6 months of the date of this determination. In such case, the determination expires on the date prescribed by the FCC for completion of construction, or the date the FCC denies the application. NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST BE E -FILED AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. AFTER RE-EVALUATION OF CURRENT OPERATIONS IN THE AREA OF THE STRUCTURE TO DETERMINE THAT NO SIGNIFICANT AERONAUTICAL CHANGES HAVE OCCURRED, YOUR DETERMINATION MAY BE ELIGIBLE FOR ONE EXTENSION OF THE EFFECTIVE PERIOD. This determination is based, in part, on the foregoing description which includes specific coordinates, heights, frequency(ies) and power. Any changes in coordinates, heights, and frequencies or use of greater power, except those frequencies specified in the Colo Void Clause Coalition; Antenna System Co -Location; Voluntary Best Practices, effective 21 Nov 2007, will void this determination. Any future construction or alteration, including increase to heights, power, or the addition of other transmitters, requires separate notice to the FAA.This determination includes all previously filed frequencies and power for this structure. If construction or alteration is dismantled or destroyed, you must submit notice to the FAA within 5 days after the construction or alteration is dismantled or destroyed. This determination does include temporary construction equipment such as cranes, derricks, etc., which may be used during actual construction of the structure. However, this equipment shall not exceed the overall heights as indicated above. Equipment which has a height greater than the studied structure requires separate notice to the FAA. This determination concerns the effect of this structure on the safe and efficient use of navigable airspace by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or regulation of any Federal, State, or local government body. If we can be of further assistance, please contact our office at (847) 294-7575, or vivian.vilaro@faa.gov. On any future correspondence concerning this matter, please refer to Aeronautical Study Number 2020 -AWP -7687 -OE. Signature Control No: 445334437-446915320 (DNE ) Vivian Vilaro Specialist Attachment(s) Map(s) Page 2 of 4 15-259 TOPO Map for ASN 2020 -AWP -7687 -OE Page 3 of 4 15-260 Sectional Map for ASN 2020 -AWP -7687 -OE w� IL. Ttt 7 RP4 �►So � i4HEl 4'-T 6 6 � ne nSr 44 47.1 S,;AAF (SLI) .1 25 b?' g 18.875 379.975 0 NjLYWV Y N E �+L25 ORANGE CO (SN �— [;T - 11999*,/126.8, HUNTINGTON ATISf126.0 �` .\\ PIER 56 L 57, RPf2R,120Ro WPOR 54 35 N Q N [- 316.125 1.6 54 25 N NOE yk DISNEYLAND' THEME. PARK See NoteJoW requirements , oI Unnf .�� '44-�`- �40 0750- �sj 1 � `�.vi; IFtVINIE LAK 122.45 -SANTA ANA RG6 .w 'CAOTION ,RIVERSIDE �& GA FGA 1 `315}�' ii 180 BAL 54 15 Page 4 of 4 44dio, SIG 35 PEAK KRAUZ na B TG UNAILLS J SANTA ANAs v C LASSrCA 15-261 Attachment K FAA "Determination of No Hazard to Air Navigation" for Planning Area 2 15-262 Mail Processing Center Federal Aviation Administration Southwest Regional Office Obstruction Evaluation Group 10101 Hillwood Parkway Fort Worth, TX 76177 Issued Date: 08/05/2020 Patrick B. Strader Starpointe Ventures 19700 Fairchild Road Suite 240 Irvine, CA 92612 Aeronautical Study No. 2020 -AWP -8280 -OE Prior Study No. 2020 -AWP -3998 -OE ** DETERMINATION OF NO HAZARD TO AIR NAVIGATION ** The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C., Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning: Structure: Building Newport Airport Village Phase 2 Location: Newport Beach, CA Latitude: 33-40-06.60N NAD 83 Longitude: 117-52-07.30W Heights: 44 feet site elevation (SE) 54 feet above ground level (AGL) 98 feet above mean sea level (AMSL) This aeronautical study revealed that the structure does not exceed obstruction standards and would not be a hazard to air navigation provided the following condition(s), if any, is(are) met: It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be e -fled any time the project is abandoned or: At least 10 days prior to start of construction (7460-2, Part 1) X Within 5 days after the construction reaches its greatest height (7460-2, Part 2) Based on this evaluation, marking and lighting are not necessary for aviation safety. However, if marking/ lighting are accomplished on a voluntary basis, we recommend it be installed in accordance with FAA Advisory circular 70/7460-1 L Change 2. This determination expires on 02/05/2022 unless: (a) the construction is started (not necessarily completed) and FAA Form 7460-2, Notice of Actual Construction or Alteration, is received by this office. (b) extended, revised, or terminated by the issuing office. (c) the construction is subject to the licensing authority of the Federal Communications Commission (FCC) and an application for a construction permit has been filed, as required by the FCC, within 6 months of the date of this determination. In such case, the determination expires on the date prescribed by the FCC for completion of construction, or the date the FCC denies the application. Page 1 of 4 15-263 NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST BE E -FILED AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. AFTER RE-EVALUATION OF CURRENT OPERATIONS IN THE AREA OF THE STRUCTURE TO DETERMINE THAT NO SIGNIFICANT AERONAUTICAL CHANGES HAVE OCCURRED, YOUR DETERMINATION MAY BE ELIGIBLE FOR ONE EXTENSION OF THE EFFECTIVE PERIOD. This determination is based, in part, on the foregoing description which includes specific coordinates, heights, frequency(ies) and power. Any changes in coordinates, heights, and frequencies or use of greater power, except those frequencies specified in the Colo Void Clause Coalition; Antenna System Co -Location; Voluntary Best Practices, effective 21 Nov 2007, will void this determination. Any future construction or alteration, including increase to heights, power, or the addition of other transmitters, requires separate notice to the FAA.This determination includes all previously filed frequencies and power for this structure. If construction or alteration is dismantled or destroyed, you must submit notice to the FAA within 5 days after the construction or alteration is dismantled or destroyed. This determination does include temporary construction equipment such as cranes, derricks, etc., which may be used during actual construction of the structure. However, this equipment shall not exceed the overall heights as indicated above. Equipment which has a height greater than the studied structure requires separate notice to the FAA. This determination concerns the effect of this structure on the safe and efficient use of navigable airspace by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or regulation of any Federal, State, or local government body. If we can be of further assistance, please contact our office at (847) 294-7575, or vivian.vilaro@faa.gov. On any future correspondence concerning this matter, please refer to Aeronautical Study Number 2020 -AWP -8280 -OE. Signature Control No: 446373029-447613480 (DNE ) Vivian Vilaro Specialist Attachment(s) Map(s) Page 2 of 4 15-264 TOPO Map for ASN 2020-AWP-8280-OE VIM ■ .<� .:. " - x,u�•_... y i :.' : -af •' li �� � ' :'C W` AR�18 L'UfPS - '-Ai8 1 .• ■ ,`."w - - 11 lent 1.11` ' o __�- { .� 1>VLIC kS VD IT 16 •+ter+. :.s' 'i' � 5�:. �''•. i V k:' - .� 4 � cn•;....... L . ..syr. �. .: 4-..- t�`. i . '' — A;^�.. is _ _ __ _'��.��,.� n _rl`.� f r � t! ��� � #J .. �'-2"t•, T�`"'ii ..._, �•"^., .i: 1.17'■i• .'-�. � �: ' 2-:.-' •� 14 _- �� f; r` I r�af•'�1!�'�;�:, .'.af � .. .,,^,..,�:• .v. `l -a� {t, ._. �.ia��• �. •• ' ..✓L �.t.i v? � ,{/!'9'IV/.'%'r. �� F _ �y x 7A a J `_.�• • : i r ` e" ! .r lr y�F jr jr �y_ - [�tl*�'' .; r .tw.er •.r.,s''„s .'-1j,T• �x r .x. :y-'.` .. "¢ ,_ .H ,J. a I}'fSgc?,.�prf.�e'.____'-•3i�''� - _� , _. J'�'. n �.��. � .`r . 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L ... _ l_�' ^ �!5*• off":: ,- ,r� �. ..� �':�ch Page 3 of 4 15-265 Sectional Map for ASN 2020 -AWP -8280 -OE 95 *L 371.22-c �� RAB 0 P 24 IFt t%�LAF (SL:Q 1 116.875 379.975 �S0 't^ '7 /` J0H moo Alp- -11919 HUNTIN N AT \S P1 5 � " RP 54 225 P6R 54 ,3J [WfO M- )316.125 -316.125 9.5 1 � DISNEYLANPl HEMERARK AHEIM See Note_ or requirements oo Ind STADIUM . ~ '44 "4% �f f� JDGIfT o. 44 475 5�t ..� X7_5 In f I R MAI bldgs oao _vwarcRv 01 .. LAKE Nx,kww YNE "'ft- { �E CO (SNA) X22.45 79 *A ��, IS./126.0 ''SANTA XNA RC4` 57 122-95 'CAU,T100 ►2R 120R 'RIVERSIDE ON C� 76 25SEC ���, PF • •1784 BA L BO radio towers LONA SIGNAL I LLS 35 PEAK 54 FORALiZ Q j 15 �• La na SANTA ANP CLASSIC-' Page 4 of 4 15-266 Mail Processing Center Federal Aviation Administration Southwest Regional Office Obstruction Evaluation Group 10101 Hillwood Parkway Fort Worth, TX 76177 Issued Date: 08/05/2020 Patrick B. Strader Starpointe Ventures 19700 Fairchild Road Suite 240 Irvine, CA 92612 Aeronautical Study No. 2020 -AWP -7689 -OE Prior Study No. 2020 -AWP -3998 -OE ** DETERMINATION OF NO HAZARD TO AIR NAVIGATION ** The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C., Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning: Structure: Building Newport Airport Village Phase 2 Location: Newport Beach, CA Latitude: 33-40-13.60N NAD 83 Longitude: 117-52-00.30W Heights: 44 feet site elevation (SE) 54 feet above ground level (AGL) 98 feet above mean sea level (AMSL) This aeronautical study revealed that the structure does not exceed obstruction standards and would not be a hazard to air navigation provided the following condition(s), if any, is(are) met: It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be e -fled any time the project is abandoned or: At least 10 days prior to start of construction (7460-2, Part 1) X Within 5 days after the construction reaches its greatest height (7460-2, Part 2) Based on this evaluation, marking and lighting are not necessary for aviation safety. However, if marking/ lighting are accomplished on a voluntary basis, we recommend it be installed in accordance with FAA Advisory circular 70/7460-1 L Change 2. The structure considered under this study lies in proximity to an airport and occupants may be subjected to noise from aircraft operating to and from the airport. This determination expires on 02/05/2022 unless: (a) the construction is started (not necessarily completed) and FAA Form 7460-2, Notice of Actual Construction or Alteration, is received by this office. (b) extended, revised, or terminated by the issuing office. (c) the construction is subject to the licensing authority of the Federal Communications Commission (FCC) and an application for a construction permit has been filed, as required by the FCC, within Page 1 of 4 15-267 6 months of the date of this determination. In such case, the determination expires on the date prescribed by the FCC for completion of construction, or the date the FCC denies the application. NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST BE E -FILED AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. AFTER RE-EVALUATION OF CURRENT OPERATIONS IN THE AREA OF THE STRUCTURE TO DETERMINE THAT NO SIGNIFICANT AERONAUTICAL CHANGES HAVE OCCURRED, YOUR DETERMINATION MAY BE ELIGIBLE FOR ONE EXTENSION OF THE EFFECTIVE PERIOD. This determination is based, in part, on the foregoing description which includes specific coordinates, heights, frequency(ies) and power. Any changes in coordinates, heights, and frequencies or use of greater power, except those frequencies specified in the Colo Void Clause Coalition; Antenna System Co -Location; Voluntary Best Practices, effective 21 Nov 2007, will void this determination. Any future construction or alteration, including increase to heights, power, or the addition of other transmitters, requires separate notice to the FAA.This determination includes all previously filed frequencies and power for this structure. If construction or alteration is dismantled or destroyed, you must submit notice to the FAA within 5 days after the construction or alteration is dismantled or destroyed. This determination does include temporary construction equipment such as cranes, derricks, etc., which may be used during actual construction of the structure. However, this equipment shall not exceed the overall heights as indicated above. Equipment which has a height greater than the studied structure requires separate notice to the FAA. This determination concerns the effect of this structure on the safe and efficient use of navigable airspace by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or regulation of any Federal, State, or local government body. If we can be of further assistance, please contact our office at (847) 294-7575, or vivian.vilaro@faa.gov. On any future correspondence concerning this matter, please refer to Aeronautical Study Number 2020 -AWP -7689 -OE. Signature Control No: 445335733-447621546 (DNE ) Vivian Vilaro Specialist Attachment(s) Map(s) Page 2 of 4 15-268 TOPO Map for ASN 2020 -AWP -7689 -OE `. >K�j .� •�� - � 3, .�� �i'icif..;ss. �, _ � r � ''te �qqj .� �I�.� _r.�.����yyEE%}� nrc:��—% i�? aa�r�,...� I `� r •c. IN ffm }'' ii ' ti'i._^ • ss -f / ��.SARIHE C�lIP5� aUR _. 1 1 ,h. - .. �'•: r Iv HE iE •i,6itr� r-1 ; r E, 7�" �, p'`..ti: .G, �'. _ .! ! t-R.�' 9.1 t :ChT i t'I w.� �,,. !`: r•.''t: — LTi '} f \ J�l >a i_LSFL5 I I _` ..i @�'�1 .E �1��—,'t a. —� r.�7F'A'F Mk3:A ��� � ir, tFY� � � �� � • — ., 3 kis• , � �' � I �°ti,:.`r."��- - .` � ,� � • . [unnl•w�' � �� 3 .'..t� 'il .fir � ♦ : - - :.^�ii= . +`H`.' ...y�y. tip_ :: • r -� ,i� �?lti �•�_ 4s'{w'�.-� - r.'`Y Jt vi'1■�i'r'w"'i ' r,n,� 3... .'�'��a,. ... F+ , ' ., I �""-• l ;#� �L, fix" T�' L, �a Y€�' R ~ F- 'S'..�z ina:2ai: ` n �N":,4 r'•� � � ice_ .& '� �� � %:�.• - •i _ 1_.... :: !.•1 c,�C. �'.' •4F.. �• $_... ,it fir: 1'�-¢'',5� � .•S� �r L ... ...E ua, r„r•k rlK S TI'S 4 -- 1--'� � �•��-- •� '� � � ::.�d ".' ,.: �= --. --- .x. � � _ wSY�� _ _i:l -1 .M.i., �.o .y" - � ::i�•..� Yl�..,hi,'% "� ". , :��`�• ' ,� � •• '3` as � � - t , ". ,�. � Y • �.::. _ it _ �=P-- � � : � � ,. fir= `� i8..�¢� :.. *���gi+7 .�., , n,C. �tsn�. w� 5IX�'•�3'. � ���. - -. r... .:5',' .-t•�. �� ... r.%rs:a...: .���'�i �. CJ .- .. . �6' . , ,���:�.,: Page 3 of 4 15-269 Sectional Map for ASN 2020 -AWP -7689 -OE .' .— 9B-* L—r31 r22-95 :ov�DISNEYLAI RP 2T-1 Af.. Ah1EfN1 See' Note: ne n srADIUMf .0 ef JOGII �� 56ja —' 44 4 75 , o S*AAF (SLI) bIdgs 0 l 118.875 379.97; so 'r. �L Jo ON - CT ; Hu1yTIl , i r, 4 PI IW20- N M 36.125 ).6 - ATISY1 26.0 k 57 r -� RP �R,124R Page 4 of 4 .t, -I I � (. ENfE.PA�K42 uirements „ '44 x�-3 5 WOKRO I R V I N E- 1 LAKE ,CAU,TIOS j 1 OF 4G�JNA F{I LLS Q ANTA ANA -CLASSIC 15-270 Mail Processing Center Federal Aviation Administration Southwest Regional Office Obstruction Evaluation Group 10101 Hillwood Parkway Fort Worth, TX 76177 Issued Date: 08/05/2020 Patrick B. Strader Starpointe Ventures 19700 Fairchild Road Suite 240 Irvine, CA 92612 Aeronautical Study No. 2020 -AWP -7690 -OE Prior Study No. 2020 -AWP -3998 -OE ** DETERMINATION OF NO HAZARD TO AIR NAVIGATION ** The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C., Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning: Structure: Building Newport Airport Village Phase 2 Location: Newport Beach, CA Latitude: 33-40-04.00N NAD 83 Longitude: 117-52-01.10W Heights: 44 feet site elevation (SE) 54 feet above ground level (AGL) 98 feet above mean sea level (AMSL) This aeronautical study revealed that the structure does not exceed obstruction standards and would not be a hazard to air navigation provided the following condition(s), if any, is(are) met: It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be e -fled any time the project is abandoned or: At least 10 days prior to start of construction (7460-2, Part 1) X Within 5 days after the construction reaches its greatest height (7460-2, Part 2) Based on this evaluation, marking and lighting are not necessary for aviation safety. However, if marking/ lighting are accomplished on a voluntary basis, we recommend it be installed in accordance with FAA Advisory circular 70/7460-1 L Change 2. The structure considered under this study lies in proximity to an airport and occupants may be subjected to noise from aircraft operating to and from the airport. This determination expires on 02/05/2022 unless: (a) the construction is started (not necessarily completed) and FAA Form 7460-2, Notice of Actual Construction or Alteration, is received by this office. (b) extended, revised, or terminated by the issuing office. (c) the construction is subject to the licensing authority of the Federal Communications Commission (FCC) and an application for a construction permit has been filed, as required by the FCC, within Page 1 of 4 15-271 6 months of the date of this determination. In such case, the determination expires on the date prescribed by the FCC for completion of construction, or the date the FCC denies the application. NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST BE E -FILED AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. AFTER RE-EVALUATION OF CURRENT OPERATIONS IN THE AREA OF THE STRUCTURE TO DETERMINE THAT NO SIGNIFICANT AERONAUTICAL CHANGES HAVE OCCURRED, YOUR DETERMINATION MAY BE ELIGIBLE FOR ONE EXTENSION OF THE EFFECTIVE PERIOD. This determination is based, in part, on the foregoing description which includes specific coordinates, heights, frequency(ies) and power. Any changes in coordinates, heights, and frequencies or use of greater power, except those frequencies specified in the Colo Void Clause Coalition; Antenna System Co -Location; Voluntary Best Practices, effective 21 Nov 2007, will void this determination. Any future construction or alteration, including increase to heights, power, or the addition of other transmitters, requires separate notice to the FAA.This determination includes all previously filed frequencies and power for this structure. If construction or alteration is dismantled or destroyed, you must submit notice to the FAA within 5 days after the construction or alteration is dismantled or destroyed. This determination does include temporary construction equipment such as cranes, derricks, etc., which may be used during actual construction of the structure. However, this equipment shall not exceed the overall heights as indicated above. Equipment which has a height greater than the studied structure requires separate notice to the FAA. This determination concerns the effect of this structure on the safe and efficient use of navigable airspace by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or regulation of any Federal, State, or local government body. If we can be of further assistance, please contact our office at (847) 294-7575, or vivian.vilaro@faa.gov. On any future correspondence concerning this matter, please refer to Aeronautical Study Number 2020 -AWP -7690 -OE. Signature Control No: 445335734-447621547 (DNE ) Vivian Vilaro Specialist Attachment(s) Map(s) Page 2 of 4 15-272 TOPO Map for ASN 2020 -AWP -7690 -OE igw FF .. .1' �•r, w,je �. f-_ r' c �.-��� � � � ~ ~ L- - •� � _ —f�Y 1.�_ �' ti � —�� �'. V (HELI � ERV �, ��+�iu.�."'�7R_'�;era.. __�^'.r-', -_. i.._ -_��( �,+r-s•�� - fry � ti. �' i,s. lip I :_ w;•':� � s [ 3 .:.: q:€::"tet 11 .* •y�+`.` -� ..r ? i Jt --a •. -- c:Osrw. --�` ,~rte u::.t �'•. ju _Alt. [I+.f,n '.Il.f-!.s ���3'"_ :d.._ r - y .. $tI � �! i� ' f ' est vy ` -€ ^.: '"•.. ""'^••-• O- - 'k"_}, r'":1,4Y,. ....,L,..,q.:si_S may` ,.. .:a •�F:'x.r % 'v`. f ts—,R. N!ffi'. 4:. A•ed r tii /iw'a"` �zF.y. ,y:.i 4q` ` !_,^ e� „1' if � `_ — _+ �i Y ''. 3= - � �e4 .::',L �m� r -s"' � + ..I . 5 til ',�� .�1� �� . �, • `y �_. r.L�A �.. �.f. � J .4 � 4.'x: ��•, �' :gY_ �a+� } : i. .� � ay. � ry i" `.'•'�' � '�x\ �i ., 'yr 4 1 J ' •y "' ., rU`r h `s .. . y - - ��.,�: a.`�' ,�,�(''��„ � ,:', �[�� ;r �; 1 �I._ ' •.-FJ:" � _ ,, 4o-'... r -'� ---.�. � J �...��� . ' i ' .y'... - _-.r ,7:....�', • +i' �b �l5•:v S .�4 �r J• _ `ray. ..=xYf'i.8el: x:. Page 3 of 4 15-273 Sectional Map for ASN 2020 -AWP -7690 -OE L-6 � -*L-31122-95� RF 24 Il@ n 44 5ZRLAF (SLI) f 118.875 379.975 DISNEYLANPD NEMER_ R:K 44 AHEI See Note_ or requirements - d *r 3 5 STADIUMf.�� 44~ � r � JOG�lT� a- 475 X61'DO _ IPVIM& bidgs�SQ— ..,.wwoK� .1 LAKE 8o r , / JOHIV■WAYNE ` -L:, RANGE (S1VA), 122.45 CT- 119.9* 126.8*' HUNTIN N ATIS�/126.8 SANTA 'ANA RCO' �CAU;TI I� P� 56 L 57 1.22'ss r� RP 1 1 qnR RIVERSIDE r„ONIrG.4 76 54 44 u 1 25 Fm 92-2 1—bow— PORI 54 .35 1,�!f2NM• 'ROO316.125 Iof ).6 , _ I I o S FU�� 555 •� 54 0 ' L(315)1 -- _Z_ UALB J' ° u radioLowe 44s� 54 15 Page 4 of 4 I IN 35 PEAk ' J F AtG MA I LLS m SANTA ANA krCLASSYC 1 15-274 Mail Processing Center Federal Aviation Administration Southwest Regional Office Obstruction Evaluation Group 10101 Hillwood Parkway Fort Worth, TX 76177 Issued Date: 08/05/2020 Patrick B. Strader Starpointe Ventures 19700 Fairchild Road Suite 240 Irvine, CA 92612 Aeronautical Study No. 2020 -AWP -7691 -OE Prior Study No. 2020 -AWP -3998 -OE ** DETERMINATION OF NO HAZARD TO AIR NAVIGATION ** The Federal Aviation Administration has conducted an aeronautical study under the provisions of 49 U.S.C., Section 44718 and if applicable Title 14 of the Code of Federal Regulations, part 77, concerning: Structure: Building Newport Airport Village Phase 2 Location: Newport Beach, CA Latitude: 33-40-09.1 ON NAD 83 Longitude: 117-51-55.50W Heights: 44 feet site elevation (SE) 54 feet above ground level (AGL) 98 feet above mean sea level (AMSL) This aeronautical study revealed that the structure does not exceed obstruction standards and would not be a hazard to air navigation provided the following condition(s), if any, is(are) met: It is required that FAA Form 7460-2, Notice of Actual Construction or Alteration, be e -fled any time the project is abandoned or: At least 10 days prior to start of construction (7460-2, Part 1) X Within 5 days after the construction reaches its greatest height (7460-2, Part 2) Based on this evaluation, marking and lighting are not necessary for aviation safety. However, if marking/ lighting are accomplished on a voluntary basis, we recommend it be installed in accordance with FAA Advisory circular 70/7460-1 L Change 2. The structure considered under this study lies in proximity to an airport and occupants may be subjected to noise from aircraft operating to and from the airport. This determination expires on 02/05/2022 unless: (a) the construction is started (not necessarily completed) and FAA Form 7460-2, Notice of Actual Construction or Alteration, is received by this office. (b) extended, revised, or terminated by the issuing office. (c) the construction is subject to the licensing authority of the Federal Communications Commission (FCC) and an application for a construction permit has been filed, as required by the FCC, within Page 1 of 4 15-275 6 months of the date of this determination. In such case, the determination expires on the date prescribed by the FCC for completion of construction, or the date the FCC denies the application. NOTE: REQUEST FOR EXTENSION OF THE EFFECTIVE PERIOD OF THIS DETERMINATION MUST BE E -FILED AT LEAST 15 DAYS PRIOR TO THE EXPIRATION DATE. AFTER RE-EVALUATION OF CURRENT OPERATIONS IN THE AREA OF THE STRUCTURE TO DETERMINE THAT NO SIGNIFICANT AERONAUTICAL CHANGES HAVE OCCURRED, YOUR DETERMINATION MAY BE ELIGIBLE FOR ONE EXTENSION OF THE EFFECTIVE PERIOD. This determination is based, in part, on the foregoing description which includes specific coordinates, heights, frequency(ies) and power. Any changes in coordinates, heights, and frequencies or use of greater power, except those frequencies specified in the Colo Void Clause Coalition; Antenna System Co -Location; Voluntary Best Practices, effective 21 Nov 2007, will void this determination. Any future construction or alteration, including increase to heights, power, or the addition of other transmitters, requires separate notice to the FAA.This determination includes all previously filed frequencies and power for this structure. If construction or alteration is dismantled or destroyed, you must submit notice to the FAA within 5 days after the construction or alteration is dismantled or destroyed. This determination does include temporary construction equipment such as cranes, derricks, etc., which may be used during actual construction of the structure. However, this equipment shall not exceed the overall heights as indicated above. Equipment which has a height greater than the studied structure requires separate notice to the FAA. This determination concerns the effect of this structure on the safe and efficient use of navigable airspace by aircraft and does not relieve the sponsor of compliance responsibilities relating to any law, ordinance, or regulation of any Federal, State, or local government body. If we can be of further assistance, please contact our office at (847) 294-7575, or vivian.vilaro@faa.gov. On any future correspondence concerning this matter, please refer to Aeronautical Study Number 2020 -AWP -7691 -OE. Signature Control No: 445335735-447621548 (DNE ) Vivian Vilaro Specialist Attachment(s) Map(s) Page 2 of 4 15-276 TOPO Map for ASN 2020 -AWP -7691 -OE LA �� f l � I s'E,• . ' ; . - - 1 VT. t . : t '•ya✓ r✓ _. _ r�auxi yusrs r - ti Rtj g °�::rr - _•r.l .. l::: c; ;.F^_-g+s': a� _ i{'.�k'� ::,�.•ti .�. ff �r�-S .4 .� a �+r� t. .�_/.. aw'ft'_, •Ilch'�r _'TF--., r_. '�f;z- --Yi _�� - �_ - r ^9s . ��fy R� �`� � � _ �� Lj :'. .� r� `' _k" _r�� �. � mil• '��� � `4� " � l x-_�..------ - ...tq4 �ih �:: .:: ; t r� 'a: -.=ter .e • r.�;t ?..� 4 r Y -" Kir - .- ;`::. y - • 41 s•+.A: --- r - , ... ._ - � -,ter %`-'•,�. P aR . �� � ! * b � gi• h in 'nW.� i' -• :;� : - 1' l fY! 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NkWAYNE ►7t�1 1 ATE G {SNA}* 122.45 �1 J .9 */12 6 8C3r77 - - -- - ` - Page 4 of 4 7 OF AGUNA F{I LLS l SANTA ANA vCLASS-C-1 15-278 Attachment L Map H-1 (High Rise and Shoreline Height Limit Areas) 15-279 H-1 High Rise and Shoreline Height Limit Areas 0 0.5 1 O Miles Name: H1_High_Rise_and_Shore line_Height_Limitation_Areas/ October 26, 2010 15-280 Attachment M ALUC Response to City's Notice of Intent 15-281 ORANGE COUNTY dZUK:; August 27, 2020 AIRPORT LAND USE COMMISSION FOR ORANGE COUNTY 3160 Airway Avenue • Costa Mesa, California 92626 - 949.252.5170 fax: 949.252.6012 David Blumenthal, AICP, Planning Consultant City of Newport Beach Community Development Department 100 Civic Center Drive Newport Beach, CA 92660 Subject: Newport Airport Village Project -- Response to Notice of Intent to Overrule the Airport Land 1 rse Commission for Orange County Dear Mr. Blumenthal: We are in receipt of the City of Newport Beach letter dated July 30, 2020, and City Council Resolution No. 2020-73 notifying the Airport Land Use Commission (ALUC) for Orange County of the City's intent to overrule the ALUC's inconsistency determination on the proposed Newport Airport Village project'. In accordance with Section 21676 of the Public I..'tilities Code, the ALUC submits the following comments addressing the proposed overrule findings for the above -referenced project. Please be advised that California Public Utilities Code Section 21678 states: "With respect to a publicly owned airport that a public agency does not operate, if the public agency pursuant to Section 21676, 21676.5, or 21677 overrules a commission's action or recommendation, the operator of the airport shall be immune from liability for damages to property or personal injury caused by or resulting directly or indirectly from the public agency's decision to overrule the commission's action or recommendation." Background _- On July 16, 2020, the ALUC for Orange County found the proposed Newport Airport Village project and the associated general plan amendment and zoning code amendment to be inconsistent with the Aiiporl Environs Land Use Plan (AELUP) for John Wayne Airporl (JWA) on a 6-0 vote. The inconsistent finding was based on AELUP Sections 2.1.1, 2.1.2, 2.1.3, and 2.1.4. ALUC for Orange County has the following comments regarding the findings and facts of support included in Resolution No. 2020-73. Response to "Fact in Support" 1. .1 and 2.2 Regarding Noise Standards: ' It appears the City is only addressing the inconsistency finding related to the "project" but not the associated inconsistency determinations made by ALUC regarding the General Plan and zoning code amendments. 15-282 Newport Airport Village Overrule Response August 27, 2020 Page 2 As noted in the City's discussion, the Community Noise Equivalent Level (CNEL) standards are set forth in the AELUP for JWA. As part of the review of the proposed project and its associated general plan and zoning code amendments, it was noted that the project site is within the JWA 65 dBA and 60 dBA CNEL noise contours. The developer is proposing to locate the residential portion of the mixed-use project within the 60 CNEL contour which is outside of, but adjacent to, the 65 CNEL contour. The Commission believes that the proposed residential units would be highly affected by airport noise due to the close proximity to the airport (1,500 feet from the main runway), and that the past and current land use designation of Airport Office is the appropriate designation for this site. The proposed General Plan land use designation change to Mixed -Use Horizontal, which includes residential, is not suitable and would subject the future residents to excessive noise. The ALUC has historically found residential uses in the vicinity of JWA to be inconsistent with the AELUPforJWA, and this proposal would allow up to 444 housing units (including low-income units), directly across the street from JWA. While ALUC found that the proposed General Plan amendment, zoning code amendment and mixed-use project is inconsistent with Section 2.1.1. of the AELUPforJWA, we support the city's inclusion of policies in the Planned Community Development Plan (PCDP) to provide sound attenuation in the residential units to not exceed 45 dBA during daytime hours and 40 dBA between 10:00 p.m. and 7:00 a.m. Response to "Fact in Support 1.2 and 2.3 Regarding Safety: The proposed property is located in Safety Zone 3 - Inner Turning Zone, and Safety Zone 6 - Traffic Pattern Zone. As stated in the ALUC staff report, the California Airport Land Use Planning Handbook policies for Safety Zone 3 are to avoid residential development and to limit commercial and other nonresidential uses to 100-150 people per acre on average, and no more than 300 to 450 people per single acre in urban areas. While the conceptual plans for proposed project did not include residential use in Zone 3, detailed development plans were not submitted, therefore we were not able to determine the number of people per acre. The Handbook states that noise and overflight should be considered in Safety Zone 6, and that residential densities be limited to that of the surrounding areas. Flight tracks for the property were included in the ALUC staff report and are attached to this letter. There are no residential uses surrounding the project site, as the area is almost exclusively office!commercial and hotel,'retail. Considering the proximately to JWA and the number of flights over the property, ALUC believes that the proposed General Plan amendment, zoning amendment and mixed- use project is inappropriate for this site. Response to Fact in Support 1.3 and 2.4 Regarding Height: At the time of the ALUC meeting, the only valid FAA "Determination of No Hazard" for the project site was for a structure height of 80 feet, while the proposed general plan designation would allow for a maximum height 85 feet. This was discussed at the ALUC meeting, and the applicant indicated that he was in the process of resubmitting various Form 7460-1's to the FAA. ALUC staff has learned that on July 28" and 29" of 2020, the FAA provided Newport Airport Village Overrule Response August 27, 2026 Page 3 "Determination of No Hazard" letters for structures on the site up to 85 feet in height (129' AMSL). Section 2.1.3. of the AELUP for JWA, however, states that a FAA Determination of No Hazard to Air Navigation does not automatically equate to a consistency determination by ALUC, and that the Commission may utilize criteria for protecting aircraft traffic patterns in consideration of health, welfare, or air safety. As part of the staff report, JWA Noise Office provided flight tracks for the property on two separate days in January (attached). As shown on the exhibits, on Sunday, January 19, 2020, there were 19 operations directly over the property with an average altitude of 398 feet AMSL. With a proposed maximum building height of 129 AMSL, these flights would be, on average, only 269 feet above the building with many of the flights closer. On Thursday, January 23, 2020, there were 40 flights directly over the property with an average altitude of 412 feet AMSL. It is the determination of ALUC that the proposed height of this project and its location in the general aviation flight path for John Wayne Airport, is inconsistent with the AELUP for JWA. While ALUC found that the proposed General Plan amendment, zoning code amendment and Newport Airport Village mixed-use project is inconsistent with Section 2.1.1. of the AELUP for JWA, we would support the city's inclusion of policies in the Planned Community Development Plan (PCDP) to provide sound attenuation in the residential units to not exceed 45 dBA during daytime hours and 40 dBA between 10:00 p.m. and 7:00 a.m. Summary By virtue of being clearly stated in AELUP for JWA Sections 1.2 "Purpose and Scope" and 2.0 "Planning Guidelines," every Commissioner understands the complex legal charge to protect public airports from encroachment by incompatible land use development, while simultaneously protecting the health, safety and welfare of citizens who work and live in the airport's environs. To this end, and as also statutorily required, our ALUC proceedings are benefited by several members "having expertise in aviation." Based upon careful consideration of all information provided, and input from ALUC members with expertise in aviation, the ALUC unanimously found the proposed Newport Beach General Plan amendment, zoning code amendment, and Newport Airport Village Mixed -Use project to be Inconsistent with the AELUP for JWA. Also, please be advised that California Business & Professions Code Section 11010 requires the following statement to be included on sale/lease disclosure documents for developments within an ALUC's "Airport Influence Area:" "NOTICE OF AIRPORT IN VICINITY This property is presently located in the vicinity of an airport, within what is known as an airport influence area. For that reason, the property may be subject to some of the annoyances or inconveniences associated with proximity to airport operations (For example: noise, vibration, or odors). Individual sensitivities to those annoyances can vary from person to person. You may wish to consider what airport annoyances, if any, are associated 15-284 Newport Airport Village Overrule Response August 27, 2020 Page 4 with the property before you complete your purchase and determine whether they are acceptable to you." We hope the fact that the City posted the Notice of Public Hearing for a Notice of Intent to Overrule ALUC prior to ALUC holding the meeting and making a finding of inconsistency does not mean that the City of Newport Beach will disregard these comments. We urge the City Council to take ALUC's concerns into consideration in its deliberations prior to deciding whether to overrule ALUC and approve the project entitlements. Thank you for the opportunity to provide these comments. Sincerely, Gerald A. Bresnaha Chairman Attachment: John Wayne Airport Flight Tracks for Newport Airport Village cc: Members of Airport Land Use Commission for Orange County Members of Newport Beach City Council Kevin Ryan, CaltranslDivision of Aeronautics 15-285 John Wayne Airport Flight Tracks Newport Airport Village Sunday, January 19, 2020 19 Operations I Avg. Altitude = 398 ft. MSL Flight Tracks for Newport Airport Village* Sunday, January 19, 2020 (Standard Operations) Time Aircraft Type Altitude (Feet AMSL) 9:09:17 0172 613 9:40:08 P28A 295 10:55:52 C172 133 11:57:43 BE33 236 12:11:38 R22 313 12:28:54 P28A 414 12:29:45 EVSS 458 12:46:39 C210 190 13:22:07 C172 405 13:24:10 C172 391 14:21:37 C172 317 14:29:59 C172 260 14:33:46 EVSS 381 14:47:00 E300 737 14:49:36 C172 321 15:54:18 C152 391 16:30:51 EVSS 721 17:20:24 BL8 495 18:24:04 P28A 498 Avg. Alt. (ft) MSL 398 * Includes all flights directly over: 4320, 4340, 4360, 4400, 4500, 4520, 4570, 4600, and 4630 Campus Drive; 4525, 4533 and 4647 MacArthur Boulevard; and 4341, 4351, and 4501 Birch Street. 15-287 John Wayne Airport Flight Tracks Newport Airport Village Thursday, .January 23, 2020 40 Operations j Avg. Altitude = 412 ft. MSL Flight Tracks for Newport Airport Village* Thursday, January 23, 2020 (Standard Operations) Time Aircraft Type Altitude (Feet AMSL) Time Aircraft Type Altitude (Feet AMSL) 7:18:22 C182 326 12:56:06 C172 267 9:14:39 M20P 415 13:00:43 C172 352 9:16:52 CRUZ 421 13:02:46 C172 289 9:30:55 R44 442 13:09:05 C172 324 9:48:24 C172 390 13:19:48 C182 437 10:01:44 0172 401 13:42:01 P28A 245 10:06:43 C172 392 14:04:24 C172 230 10:35:05 R44 414 14:06:04 C172 498 10:42:33 R44 401 14:14:54 C172 455 11:01:14 AS50 311 14:18:22 AL3 521 11:11:33 C172 405 15:16:14 C172 537 11:19:47 C120 189 15:33:24 E300 738 11:20:53 R44 536 15:33:49 RV6 478 11:45:22 E300 887 15:55:08 CH7B 402 11:49:01 EVSS 285 16:37:10 EVSS 61 11:58:29 C172 413 16:40:32 0150 401 12:19:00 C182 359 16:59:21 BL8 299 12:23:53 P28A 277 17:00:37 R22 439 12:35:16 HXA 420 17:13:13 R22 267 12:36:13 C172 367 17:27:37 SR22 1182 Avg. Alt. (ft) MSL 412 * Includes all flights directly over: 4320, 4340, 4360, 4400, 4500, 4520, 4570, 4600, and 4630 Campus Drive; 4525, 4533 and 4647 MacArthur Boulevard; and 4341, 4361, and 4501 Birch Street. 15-289 Attachment N Division of Aeronautics Response to City's Notice of Intent 15-290 STATE OF CALIFORNIA—CALIFORNIA STATE TRANSPORTATION AGENCY Gavin Newsom, Governor DEPARTMENT OF TRANSPORTATION DIVISION OF AERONAUTICS - M.S. #40 1 120 N STREET P. O. BOX 942874 SACRAMENTO, CA 94274-0001 PHONE (916) 654-4959 FAX (916) 653-9531 TTY 711 www.dot.ca.gov August 28, 2020 a Making Conservation a California Way of Life. Mr. David Blumenthal, AICP, Planning Consultant Electronically Sent City of Newport Beach Dblumenthal@newportbeachca.gov Community Development Department 100 Civic Center Drive Newport Beach, CA 92660-3267 Dear Mr. Blumenthal: The California Department of Transportation, Division of Aeronautics' (Division) goal is to assist cities, counties, and Airport Land Use Commissions (ALUC) in the development and implementation of policies that protect the safety and general welfare of the communities in which aeronautical activities take place. We encourage collaboration with our partners in the planning process and thank you for including us in the review of the Notice of Intent to Overrule the Orange County Airport Land Use Commission. On July 30, 2020, the Division received an email stating that the City Council of the City of Newport Beach (City) voted to adopt Resolution No. 2020-73, a Notice of Intent to Overrule the July 16, 2020, Determination of Inconsistency by the Orange County ALUC. The ALUC Determination states that the Newport Airport Village Project (Project) is inconsistent with the Airport Environs Land Use Plan (AELUP) for John Wayne Airport (SNA) based on potential noise and safety issues and proposed height standards for structures. The proposed project is located at 4341, 4361, and 4501 Birch Street; 4320, 4340, 4360, 4400, 4500, 4520, 4540, 4570, 4600 and 4630 Campus Drive; and 4525, 4533, and 4647 MacArthur Boulevard. These proposed locations are within the northerly portion of the Campus Tract, generally bounded by Birch Street, Campus Drive, MacArthur Boulevard and the extension of Corinthian Way. The proposed Project provides a Planned Community Development Plan that would allow redevelopment of the 16.46 -acre property with up to 329 residential dwelling units, exclusive of any density bonus as allowed pursuant to California Government Code section 65915 and up to 297,572 square feet of office, retail, and commercial use. The Division has reviewed the "Facts in Support" provided by the City and has determined the findings are insufficient to warrant this proposed overrule. Specifically, the findings are not consistent with the purposes of the statutes set forth in the 15-291 California Public Utilities Code (PUC), section 21670. These findings do not provide substantial evidence that the proposed Project will meet the requirements of PUC, section 21670(a) (1) and (2). The Division commends the City for locating all residential uses for the proposed Project outside of Safety Compatibility Zone 3, and the 65 Community Noise Equivalent Level noise contour of the AELUP for the SNA. It must be noted that the only valid determination of no hazard to air navigation by the Federal Aviation Administration's (FAA) Aeronautical study No. 2020 -AWP -3998 -OE was for structures up to 124 feet Above Mean Sea Level (AMSL), while the proposed Project indicates that a maximum height would be 129 feet AMSL. This is incompatible with the AELUP for the SNA, the FAA Aeronautical study No 2020 -AWP -3998 -OE, and the California Airport Land Use Planning Handbook (Handbook). Although certain non-residential uses are allowed in Safety Zone 3, according to the Handbook, there are also limitations to the types of uses allowed. Additionally, there can only be a maximum average number of people allowed per gross acre and a maximum number of people allowed per single acre. According to State guidance found in the Handbook, the proposed Project is located within Safety Zones 3 and 6. Safety Zone 3 is the Inner Turning Zone and considered by the Handbook as having a moderate to high risk level for an aircraft accident. The Handbook states the following for Safety Zone 3: To prohibit the following uses: Major shopping centers, theaters, meeting halls and other assembly facilities, children's schools, large daycare centers, hospitals, nursing homes, stadiums, and group recreational uses. To avoid buildings with more than 3 aboveground habitable floors, and hazardous uses. The maximum non-residential intensities for all allowed uses should be limited to 150 people average per gross acre and a maximum of 450 people for any single gross acre. Safety Zone 6 is the Traffic Pattern Zone and considered by the Handbook as having a low risk level for an aircraft accident. Although residential uses are allowed in this zone, noise and overflight impacts should be considered where ambient noise levels are low. Additionally, the Handbook states to avoid outdoor stadiums and similar uses with very high intensities and to limit the following uses: 15-292 children's schools, large day care centers, hospitals, and nursing homes, as well as processing and storage of bulk quantities of highly hazardous materials. Please note the PUC reference below, which mandates that local agencies shall be guided by the height, use, noise, safety, and density criteria as established in the Handbook: California Public Utilities Code, section 21674.7 (b), It is the intent of the Legislature to discourage incompatible land uses near existing airports. Therefore, prior to granting permits for the renovation or remodeling of an existing building, structure, or facility, and before the construction of a new building, it is the intent of the Legislature that local agencies shall be guided by the height, use, noise, safety, and density criteria that are compatible with airport operations, as established by this article, and referred to as the Airport Land Use Planning Handbook, published by the Division... Additionally, the Division understands and shares the ALUC's concern for potential safety and noise issues at this location due to continuous overflights associated with the commercial service airport's general aviation runway operations, particularly related to noise generated from a mix of multiengine, turbine - powered, business jet aircraft. Sincerely, Original signed by: KEVIN RYAN, Aviation Planner Office of Aviation Planning c: Lea Choum, Executive Officer, Orange County ALUC; LChoum@ocair.com Seimone Jurjis, Community Development Director, Newport Beach; sjurjis@newportbeachca.gov 15-293 Attachment O SB 18 Timeline 15-294 SB 18 Timeline • April 28, 2020: The initial notice was sent to the California Native American tribes. • April 30, 2020: The City received an email from Gabrieleno Band of Mission Indians - Kizh Nation requesting consultation to occur on July 2, 2020. • May 4, 2020: City responds via email to confirm the consultation date of July 2, 2020. • July 2, 2020: Tribal representatives unavailable were unavailable for consultation. The consultation was rescheduled to July 7, 2020. • July 7, 2020: A telephonic consultation between staff and tribal representatives occurred/ • July 17, 2020: The City received an email from the tribal representatives containing information to support their concerns with grading • August 5, 2020: City responds to tribal representatives, requesting input if existing policies would suffice. No response was received. • August 14, 2020: Staff sent a follow-up email to the August 5, 2020. No response was received. • August 25, 2020: Staff sent a second follow-up email to the August 5, 2020. No response was received. • September 3, 2020: Staff sent a third follow-up email to the August 5, 2020, to which the Tribe responded that they will review the policies; however, no further communication was received. 15-295 Attachment P General Plan Policies 15-296 General Plan Polices Related To archeological, paleontological, and Cultural Resources Goal HR 2: Identification and protection of important archeological and paleontological resources within the City. HR 2.1 - New Development Activities: Require that, in accordance with CEQA, new development protect and preserve paleontological and archaeological resources from destruction, and avoid and mitigate impacts to such resources. Through planning policies and permit conditions, ensure the preservation of significant archeological and paleontological resources and require that the impact caused by any development be mitigated in accordance with CEQA. HR 2.2 - Grading and Excavation Activities: Maintain sources of information regarding paleontological and archeological sites and the names and addresses of responsible organizations and qualified individuals, who can analyze, classify, record, and preserve paleontological or archeological findings. Require a qualified paleontologist/archeologist to monitor all grading and/or excavation where there is a potential to affect cultural, archeological or paleontological resources. If these resources are found, the applicant shall implement the recommendations of the paleontologist/archeologist, subject to the approval of the City Planning Department. HR 2.3 - Cultural Organizations: Notify cultural organizations, including Native American organizations, of proposed developments that have the potential to adversely impact cultural resources. Allow representatives of such groups to monitor grading and/or excavation of development sites. HR 2.4 - Paleontological or Archaeological Materials: Require new development to donate scientifically valuable paleontological or archaeological materials to a responsible public or private institution with a suitable repository, located within Newport Beach, or Orange County, whenever possible. Goal NR 18: Protection and preservation of important paleontological and archaeological resources. NR 18.1 - New Development: Require new development to protect and preserve paleontological and archaeological resources from destruction, and avoid and minimize impacts to such resources in accordance with the requirements of CEQA. Through planning policies and permit conditions, ensure the preservation of significant archeological and paleontological resources and require that the impact caused by any development be mitigated in accordance with CEQA. 15-297 NR 18.3 - Potential for New Development to Impact Resources: Notify cultural organizations, including Native American organizations, of proposed developments that have the potential to adversely impact cultural resources. Allow qualified representatives of such groups to monitor grading and/or excavation of development sites. Require new development, where on site preservation and avoidance are not feasible, to donate scientifically valuable paleontological or archaeological materials to a responsible public or private institution with a suitable repository, located within Newport Beach or Orange County, whenever possible. 15-298 Attachment Q Sample conditions of approval 15-299 Sample Conditions of Approval to be included with Newport Airport Village Entitlements 1. Prior to the issuance of a grading permit, the applicant shall submit written evidence to the satisfaction of the Community Development Director that a certified archaeologist has been retained to observe grading activities and salvage and catalogue fossils and artifacts as necessary. The archaeologist shall be present at the pre -grade conference, shall establish procedures for archaeological resource surveillance and shall establish, in cooperation with the City, procedures for temporarily halting or redirecting work to permit sampling, identification, and evaluation of the findings. If major archaeological resources are discovered, which require long-term halting or redirecting of grading, the archaeologist shall report such findings to the City and the applicant. The archaeologist shall determine appropriate actions, in cooperation with the applicant, which ensure proper exploration and/or salvage. Excavated finds shall be offered to the City, or its designee, on a first -refusal basis. The applicant may retain said finds if written assurance is provided that they will be properly preserved in Orange County, unless said finds are of a special significance, or a museum in Orange County indicates a desire to study and/or display them at the time, in which case items shall be donated to the City, or designee 2. Prior to the issuance of a grading permit, the applicant shall submit written evidence to the satisfaction of the Community Development Director that a certified paleontologist has been retained to observe grading activities and salvage and catalogue fossils and artifacts as necessary. The paleontologist shall be present at the pre -grade conference, shall establish procedures for paleontological resource surveillance and shall establish, in cooperation with the City, procedures for temporarily halting or redirecting work to permit sampling, identification, and evaluation of the findings. If major paleontological resources are discovered, which require long-term halting or redirecting of grading, the paleontologist shall report such findings to the City and the applicant. The paleontologist shall determine appropriate actions, in cooperation with the applicant, which ensure proper exploration and/or salvage. Excavated finds shall be offered to the City, or its designee, on a first -refusal basis. The applicant may retain said finds if written assurance is provided that they will be properly preserved in Orange County, unless said finds are of a special significance, or a museum in Orange County indicates a desire to study and/or display them at the time, in which case items shall be donated to the City, or designee. 3. Prior to the issuance of a grading permit, the applicant shall submit written evidence to the satisfaction of the Community Development Director that cultural organizations, including California Native American tribes that are on the contact list maintained by the Native American Heritage Commission (NAHC), have been notified of the proposed development and have been invited to monitor grading and/or excavation of development sites. 15-300 4. In accordance with Public Resources Code 5097.94, if human remains are found, the Orange County Coroner must be notified within 24 hours of the discovery. If the coroner determines that the remains are not recent, the coroner shall notify the Native American Heritage Commission (NAHC) in Sacramento to determine the most likely descendent for the area. The designated Native American representative shall then determine in consultation with the property owner the disposition of the human remains. 15-301