Attachment A
Ordinance No. 2025-___36
16-10
36ORDINANCE NO. 2025-
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
NEWPORT BEACH, CALIFORNIA, APPROVING A
DEVELOPMENT AGREEMENT FOR THE MACARTHUR
COURT PROJECT LOCATED AT 4665, 4675, 4680, 4685
AND 4695 MACARTHUR COURT AND 4770 CAMPUS
DRIVE (PA2025-0090)
WHEREAS , Section 200 of the City Charter , of the City of Newport Beach ("City"), 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 City 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 , California Government Code Section 65580 et seq. ("State Housing Element Law") requires each city and county adopt a housing element that identifies and analyzes existing and projected housing needs within their jurisdiction and prepare goals, policies, and programs, and quantified objectives to further the development, improvement, and preservation of housing;
WHEREAS , an application was filed by The Irvine Company ("Applicant"), concerning properties located at 4665, 4675 , 4680, 4685 and 4695 MacArthur Court, and 4770 Campus Drive and legally described in Exhibit "A" ("Property"), which is attached hereto and incorporated by reference ;
WHEREAS , the Applicant is requesting entitlements for the development of MacArthur Court Campus , a mixed-use campus consisting of two, five-story residential buildings containing 700 residential rental units ("MacArthur Court Apartments "), and a 10,000- square-foot nonresidential building ("Project"); WHEREAS , the Project would also retain the two existing high rise office towers and an existing parking garage;
WHEREAS , the Applicant requests the following approvals to vest the development rights for the Project:
• Development Agreement ("DA") - A development agreement between the Applicant and the City, pursuant to Chapter 15.45 (Development Agreements) of the Newport Beach Municipal Code ("NBMC"), which would provide the Applicant with the vested right to develop the Project for a term of 10 years and to provide negotiated public benefits to the City; and
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Ordinance No. 2025-
• Affordable Housing Implementation Plan ("AHIP") - A preliminary plan specifying how the Project would contribute affordable housing as a public benefit, by providing affordable housing units equivalent to 7% of up to 700 market rate residential units, or up to 49 affordable housing units; WHEREAS , the Property is designated General Commercial Office (CO-G) by the General Plan Land Use Element and is located within the Koll Center Planned Community (PC-15) Zoning District- Office Site C;
WHEREAS , the Property is not located within the coastal zone; WHEREAS , a public hearing was held by the Planning Commission on October 23, 2025, in the Council Chambers at 100 Civic Center Drive, Newport Beach. A notice of the time, place, and purpose of the 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 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.
PC2025-023 by a unanimous vote (5 ayes, 2 absent) recommending the City Council approve the Project; and
WHEREAS , a public hearing was held by the City Council on November 18, 2025, in the Council Chambers at 100 Civic Center Drive, Newport Beach. A notice of the time, place, and purpose of the hearing was given in accordance with the Ralph M. Brown Act, Chapter 20.62 (Public Hearings) of the NBMC, and Section 15.45.050 (Public Hearing - Notice) of the NBMC. Evidence, both written and oral, was presented to and considered by the City Council at this hearing.
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 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 the Development Agreement which is attached hereto as Exhibit "B" and incorporated herein by reference. 16-12
Ordinance No. 2025-
Section 3: The City Council finds the Development Agreement is consistent with provisions of California Government Code Sections 65864 et seq. and Chapter 15.45 (Development Agreements) of the NBMC that authorize binding agreements that: (i) encourage investment in, and commitment to, comprehensive planning and public facilities financing; (ii) strengthen the public planning process and encourage private implementation of the local general plan; (iii) provide certainty in the approval of projects to avoid waste of time and resources; and (iv) reduce the economic costs of development by providing assurance to the property owners that they may proceed with projects consistent with existing policies, rules, and regulations.
Additionally, the City Council finds the Development Agreement is entered into pursuant to, and constitutes a present exercise of, the City's police power and is in the best interest of the health, safety, and general welfare of the City, residents, and the public.
Section 4: A v Development Agreement dated October 2025 was prepared for the Project to vest the development rights for the Project over a period of 10 years. The Development Agreement provides the content required in Section 15.45.040 (Development Agreement - Contents) of the NBMC as follows:
1. A development agreement is requested by the Applicant , as the Project would include a total of 700 residential units. The development agreement includes all the mandatory elements including a term of 10 years and public benefits that are appropriate to support conveying the vested development rights consistent with the City's General Plan, the NBMC, and Government Code Sections 65864 et seq.
2. Public benefits include the payment of a public benefit fee for each residential unit. In addition to the public benefit fee, the Development Agreement includes public benefits in the form of a recorded easement for one acre of open space, a MacArthur Boulevard Revitalization Fee of $3.25 million (Three Million Two Hundred Fifty Thousand) Dollars, payment of Development Impact Fees, and an affordable housing obligation in the form of an AHIP to be adopted for the development of affordable housing units.
Section 5: The recitals provided in this ordinance are true and correct and are incorporated into the operative part of this resolution.
Section 6: 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 16-13
Ordinance No. 2025-__
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 7: Pursuant to the California Environmental Quality Act (“CEQA”) as set forth in California Public Resources Code Section 21000 et seq. and its implementing guidelines set forth in California Code of Regulations, Title 14, Division 6, Chapter 3 (“CEQA Guidelines”), the City Council adopted Resolution No. 2024-50 on July 23, 2024, certifying Final Program Environmental Impact Report SCH No. 2023060699 (“PEIR”), approving a Mitigation Monitoring and Reporting Program (“MMRP”), and adopting Findings and a Statement of Overriding Considerations related to the implementation of the Housing Element involving amendments to the General Plan, Coastal Land Use Plan, and Title 20 (Planning and Zoning) and Title 21 (Local Coastal Program Implementation Plan) of the NBMC which are available at: Housing Implementation Program EIR.
1. The Project is not subject to further environmental review pursuant to Section 21083.3 of the California Public Resources Code and Section 15183 of the CEQA Guidelines because, inasmuch as the Properties involved are all within the HO -1 Subarea, the Projec t does not change the underlying land use or zoning designations; and would not result in new significant impacts or a substantial more adverse impact than addressed in the PEIR. A detailed consistency analysis has been prepared by T & B Planning Inc., dat ed September 2025, and peer reviewed by Kimley-Horn & Associates, Inc., and is attached hereto as Exhibit “C” and incorporated herein by reference.
2. Section 15183 of the CEQA Guidelines provides, in relevant part:
a. Projects which are consistent with the development density established by existing zoning, community plan, or general plan policies for which an environmental impact report (“EIR”) was certified shall not require additional environmental review, except as might be necessary to examine whether there are project-specific significant effects which are peculiar to the project or its site. This streamlines the review of such projects an d reduces the need to prepare repetitive environmental studies.
b. In approving a project meeting the requirements of this section, a public agency shall limit its examination of environmental effects to those which the agency determines, in an initial study or other analysis:
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1. Are peculiar to the project or the parcel on which the project would be located;
11 . Were not analyzed as significant effects in a prior EIR on the zoning action, general plan, or community plan, with which the project is consistent ;
iii. Are potentially significant off-site impacts and cumulative impacts which were not discussed in the prior EIR prepared for the general plan, community plan or zoning action; or
iv. Are previously identified significant effects which, as a result of substantial new information which was not known at the time the EIR was certified, are determined to have a more severe adverse impact than discussed in the prior EIR.
c. If an impact is not peculiar to the parcel or to the project, has been addressed as a significant effect in the prior EIR, or can be substantially mitigated by the imposition of uniformly applied development policies or standards, as contemplated by subdivision (e) below, then an additional EIR need not be prepared for the project solely on the basis of that impact. d. This section shall limit the analysis of only those significant environmental effects for which:
1. Each public agency with authority to mitigate any of the significant effects on the environment identified in the EIR on the planning or zoning action undertakes or requires others to undertake mitigation measures specified in the EIR which the lead agency found to be feasible, and
ii. The lead agency makes a finding at a public hearing as to whether the feasible mitigation measures will be undertaken.
e. An effect of a project on the environment shall not be considered peculiar to the project or the parcel for the purposes of this section if uniformly applied development policies or standards have been previously adopted by the city or county with a finding that the development policies or standards will substantially mitigate that environmental effect when applied to future projects, unless substantial new information shows that the policies or standards will not substantially mitigate the environmental effect. The finding shall be based on substantial evidence which need not include an 16-15
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EIR. Such development policies or standards need not apply throughout the entire city or county but can apply only within the zoning district in which the project is located, or within the area subject to the community plan on which the lead agency is relying. Moreover, such policies or standards need not be part of the general plan or any community plan but can be found within another pertinent planning document such as a zoning ordinance .
3. As part of its decision-making process, the City is required to review and consider whether the Project would create new significant impacts or significant impacts that would be substantially more severe than those disclosed in the PEIR. Additional CEQA review is only triggered if the Project's new significant impacts or impacts that are more severe than those disclosed in PEIR such that major revisions to the PEIR would be required.
4. The PEIR contemplated those future projects meeting the thresholds of Senate Bill No. 610 (SB 610) would require the preparation of a Water Supply Assessment. The project area is within the Irvine Ranch Water District ("IRWD") service area and the PEIR concluded that water demands from future housing projects would result in a significant and unavoidable impact concerning water supply. The City, therefore , adopted a Statement of Overriding Consideration for this impact in connection with its certification of the PEIR.
5. The Project is consistent with the development density and use characteristics established by the City's General Plan Housing Implementation Program as analyzed by the PEIR, and the required determinations can be made, as detailed in Exhibit "C" of this ordinance and incorporated by reference.
Section 8: The City Council finds that judicial challenges to the 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.
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Section 9: 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.
This ordinance was introduced at a regular meeting of the City Council of the City of Newport Beach held on the 18th day of November, 2025, and adopted on the 9th day of December, 2025, by the following vote, to-wit:
AYES: ------ - ------------ - ----
NAYS: - -----------------------
ABSENT: ------------------ - ----
Joe Stapleton, Mayor
ATTEST:
Lena Shumway, City Clerk
Aaron C. Harp, City Attorney
Attachments : Exhibit "A" - Legal Description
Exhibit "B" - Development Agreement
Exhibit "C" - CEQA Consistency Analysis prepared by T&B Planning Inc. dated October 2025
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Exhibit "A"
Legal Description
The Land referred to herein below is situated in the City of Newport Beach, County of Orange, State of California, and is described as follows:
PARCEL A:
PARCEL 1 OF PARCEL MAP NO. 84-716, IN THE CITY OF NEWPORT BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA , AS SHOWN ON A PARCEL MAP FILED IN BOOK 196, PAGE 40 THROUGH 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL B:
PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 68, PAGE 19 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL C:
PARCELS 2, 3 AND 4 OF PARCEL MAP NO. 84-716, IN THE CITY OF NEWPORT
BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA , AS SHOWN ON A PARCEL MAP FILED IN BOOK 196, PAGES 40 THROUGH 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APNs:
445-121-14 (Affects Parcel A)
445-121-05 (Affects Parcel B)
445-121-15 (Affects Parcel 2 of Parcel C)
445-121-16 (Affects Parcel 3 of Parcel C)
445-121-17 (Affects Parcel 4 of Parcel C)
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Exhibit "8"
DEVELOPMENT AGREEMENT
16-19
November 12, 2025
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 IsforRecorder’sUse Only)
This Agreement isrecordedattherequestand forthe
benefitof the City ofNewport Beach and isexempt
from the payment of a recording fee pursuant to
Government Code §§ 6103 and 27383.
DEVELOPMENT AGREEMENT
between
CITY OF NEWPORT BEACH
and
THE IRVINE COMPANY LLC, a Delaware limitedliabilitycompany and
MACARTHUR COURT I LLC,
a Delaware limitedliabilitycompany
CONCERNING
MACARTHUR COURT
99 16-20
November 12, 2025
TABLE OF CONTENTS
Page
Definitions1. ,2
2. General Provisions 6
Plan Consistency,Zoning Implementation
Binding Effectof Agreement
PropertyOwners’ Representationsand WarrantiesRegarding Ownership of thePropertyand Related MattersPertainingto thisAgreement Term
2.1 6
2.2 7
2.3 7
2.4 7
Public Benefits3. 8
Public Benefit Fee
Other Public Benefits
Public Benefit Administration
3.1 8
3.2 8
3.3 9
4. Development of Project. 10
Applicable Regulations;Property Owners’ Vested Rights and City’s Reservation of DiscretionWith Respect to Subsequent Development Approvals
No ConflictingEnactments
Reservations ofAuthority
TentativeSubdivisionMaps
Amendment or Cancellationof Agreement
Enforcement
4.1 10
4.2 11
4.3 11
4.4 14
5. 14
6. 14
7. Annual Review of PropertyOwners’ Compliance With Agreement, 14
7.1 General
PropertyOwners’ Obligationto Demonstrate Good FaithCompliance Procedure
Annual Review a Non-Exclusive Means for Determining and Requiring Cure of PropertyOwners’ Default
14 7.2 14
7.3 14
7.4 15
8. Events of Default 15
8.1 General Provisions
Defaultby PropertyOwner(s)
City’sOption toTerminate Agreement
Defaultby City
Waiver
15 8.2 15
8.3 16
8.4 16
8.5 16
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November 12, 2025
16SpecificPerformance Remedy
Monetary Damages
AdditionalCity Remedy forPropertyOwners’ Default
No PersonalLiabilityof City Officials,Employees, or Agents
8.6 178.7
178.8
178.9
17Force Majeure.9.
Indemnity Obligations of PropertyOwners
10.1 Indemnity ArisingFrom Acts or Omissions of PropertyOwner
10.2 Third PartyLitigation
10.3 Environmental Liability
1810.
18 18
19 Assignment. 1911.
Mortgagee Rights 2012.
12.1 Encumbrances on Property
12.2 Mortgagee Protection
12.3 Mortgagee Not Obligated
12.4 Notice of Defaultto Mortgagee; Right of Mortgagee to Cure 20 20
21 21
Bankruptcy13. ,21
Miscellaneous Terms.14. ,21
Notices
Projectas PrivateUndertaking
Cooperation
EstoppelCertificates
Rules of Construction
Time Is of the Essence
Waiver
Counterparts
EntireAgreement
Severability
Construction
Successorsand Assigns; ConstructiveNotice and Acceptance No Third Party Beneficiaries
Applicable Law and Venue
Section Pleadings
Incorporationof Recitalsand Exhibits
Recordation
14.1 ,21
14.2 ,22
14.3 ,22
14.4 23
14.5 ,23
14.6 ,23
14.7 ,23
14.8 ,23
14.9 ,23
14.10 ,24
14.11 ,24
14.12 24
,2514.13
14.14 14.15
14.16 14.17
,25
,25
,25
,25
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November 12, 2025
DEVELOPMENT AGREEMENT
(Pursuant to California Government Code sections65864-65869.5) day of
, 2025, and isbeing enteredintoby and between the CITY OF NEWPORT BEACH (“City”) and THE IRVINE COMPANY EEC, a Delaware limitedliabilitycompany (“Property Owner”) and MACARTHUR COURT I EEC, a Delaware limitedliabilitycompany (“PropertyOwner” and “Developer”). PropertyOwners are sometimes collectivelyreferredto in this Agreement together as “Property Owners”. City and Property Owners are sometimes collectivelyreferredto in thisAgreement as the “Parties”and individuallyas a “Party.” This DEVEEOPMENT AGREEMENT (the“Agreement”) is dated as of the
RECITAES
The IrvineCompany EEC isthe owner of thatcertainrealpropertylocatedin the City ofNewport Beach, County of Orange, Stateof Californiacommonly referredto as4675,4680 and 4695 MacArthur Boulevard (APN ## 445-121-15, -16 and -17) and MacArthur Court I EEC istheowner of thatcertainrealpropertylocatedintheCityof Newport Beach, County of Orange, State of Californiacommonly referredto as 4665 and 4685 MacArthur Boulevard and 4770 Campus Drive (APN ## 445-121-14 and 445-121-05), which togetherare bounded by Campus Drive to the north,MacArthur Boulevard to the west, and Birch Streetto the south (collectively referredto hereinas the “Property”).The Propertyis more particularlydescribedin the legal descriptionattachedhereto as ExhibitA and is depictedon the sitemap attached hereto as Exhibit B.
A.
To encourage investmentin,and commitment to,comprehensive planning and public facilitiesfinancing,strengthenthe public planning process and encourage private implementationof the localgeneralplan,providecertaintyin the approval ofprojectsin orderto avoid waste of time and resources,and reduce the economic costsof development by providing assurancetopropertyowners thattheymay proceedwith projectsconsistentwith existingland use policies,rules,and regulations,the CaliforniaEegislatureadopted CaliforniaGovernment Code sections65864-65869.5 (the“Development Agreement Statute”)authorizingcitiesand counties to enterintodevelopment agreements with persons or entitieshaving a legalor equitableinterest in realpropertylocatedwithintheirjurisdiction.
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” (the “Development Agreement Ordinance”). This Agreement is consistentwith the Development Agreement Ordinance.
In considerationof City enteringintothisAgreement, PropertyOwners have agreed to providesignificantpublicbenefitsas detailedin thisAgreement. City has determined thatthese publiebenefitsCity eonstituteadequate considerationforCity’senteringintoand performing its obligationssetforthin thisAgreement.
The City Council adoptedtheGeneral Plan 6th Cycle Housing Element (“Housing Element”)in September 2022 coveringtheplanningperiodfrom 2021 -2029. As requiredby state B.
C.
D.
E.
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law, the Housing Element was certifiedby the StateDepartment of Housing and Community Development (“HCD”) in October 2022.
On July23, 2024, theCity Council adopted ResolutionNo. 2024-50 certifyingthe Housing Element Implementation Program Amendments FinalProgram Environmental Impact Report (StateClearinghouseNo. 2023060699), approvinga MitigationMonitoring and Reporting Program, and adopting Findings and a Statement of Overriding Considerations and related approvalsto implement the Housing Element includingamendments to the General Plan, Coastal Land Use Plan, and Title 20 (Planning and Zoning) and Title 21 (Local Coastal Program ImplementationPlan)oftheNewport Beach MunicipalCode and amending theGeneralPlan Land Use Element, CoastalLand Use Plan and Title20 (Planningand Zoning) of the Newport Beach Municipal Code.
F.
On October 23,2025, the City’sPlanningCommission held a publichearingon the AHIP and thisAgreement, made findingsand determinations withrespectto thisAgreement, and recommended to theCity Council thattheCity Council approve thisAgreement.
On November 18, 2025, the City Council also held a public hearing on this Agreement and consideredthe Planning Commission’s recommendations and the testimony and informationsubmittedby City staff.PropertyOwners or theirrepresentativesand members of the public. On December 11, 2025, consistentwith applicableprovisions of the Development Agreement Statute and Development Agreement Ordinance, the City Council adopted its Ordinance No. 2025-36 (the“Adopting Ordinance”),findingthisAgreement tobe consistentwith theCity of Newport Beach General Plan in approvingthisAgreement.
In recognitionof the significantpublicbenefitsthatthisAgreement provides,the City Council has found thatthisAgreement: (i)is consistentwith the City of Newport Beach General Plan; (ii)is in the best interestsof the health,safety,and general welfare of City,its residents,and thepublic;(iii)isenteredintopursuantto,and constitutesa presentexerciseof,the City’s policepower; (iv)isconsistentwith theprovisionsof theCaliforniaEnvironmentalQuality Act (“CEQA”); and (v)has been approved consistentwith provisionsof CaliforniaGovernment Code section65867 and Cityof Newport Beach Municipal Code Chapter 15.45.
G.
H.
I.
AGREEMENT
NOW, THEREFORE, City and PropertyOwners agree as follows:
Definitions.1.
In additionto any terms definedelsewhere in thisAgreement, the followingterms when used in thisAgreement shallhave themeanings setforth below:
Action” shallhave the meaning ascribedin Section8.10 of thisAgreement. “Adopting Ordinance” shallmean City Council Ordinance No. 2025-36 approving and adoptingthisAgreement.
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November 12, 2025
Agreement” shallmean thisDevelopment Agreement, as thesame may be amended from time to time.
“Agreement Date” shall mean the date firstwritten above, which date isthe date the City Council adopted the Adopting Ordinance.
“AHIP” shallmean the Affordable Housing Implementation Plan attached hereto as ExhibitC. as may be amended from time to time.
“CEQA” shall mean the California Environmental Quality Act (California Public ResourcesCode sections21000-21177) and theimplementingregulationspromulgated thereunder by the SecretaryforResources (CaliforniaCode of Regulations,Title14,section15000 etseq.), as the same may be amended from time to time.
"City”shallmean theCity of Newport Beach, a Californiachartercity. ’CityCouncil” shallmean thegoverningbody of City.
'City’sAffiliated Parties”shallhaye the meaning ascribed in Section 10.1 of this Agreement.
“Claim” shallhaye themeaning ascribedin Section10.1of thisAgreement. “Consumer Price Index” or “CPI” shall mean the Consumer Price Index published from time to time by the United StatesDepartment of Labor, Bureau of Labor Statistics for all urban consumers (allitems) for the Los Angeles-Long Beach-Anaheim, California Area, All Urban Consumers, All Items,Base Period (1982-84=100), or,ifsuch index isdiscontinued,such other similarindex as may be publiclyayailablethatisselectedby City in itsreasonablediscretion. “Cure Period”shallhaye themeaning ascribedin Section8.1 of thisAgreement. “Default”shallhave themeaning ascribedtothatterm in Section8.1 of thisAgreement. “Develop” or “Development” shallmean to improve or the improvement of the Property, includingbut not limitedto:,grading;demolition,the constructionof infrastructureand public facilitiesrelatedtotheProject,whether locatedwithinor outsidethe Property;the constructionof all of the privateimprovements and facilitiescomprising the Project;the preservationor restoration,as requiredof naturaland man-made or alteredopen space areas;the installationof landscaping;and subdivisionsof land.
Developer” shallmean the owner of thatcertainrealproperty located in the City of Newport Beach, County of Orange, Stateof Californiacommonly referredto as 4665 and 4685 MacArthur Boulevard and 4770 Campus Drive (APN ##445-121-14 and 445-121-05) (“MacArthur Court I”).Developer isthesame as PropertyOwner of MacArthur Court 1. “Development Agreement Ordinance” shallmean Chapter 15.45 of the City of Newport Beach Municipal Code.
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November 12, 2025
“Development Agreement Statute'
sections65864-65869.5, inclusive.
shall mean California Government Code
“Development Exactions” shallmean any requirementof City in connection with or pursuant to any ordinance,resolution,rule,or officialpolicy for the dedicationof land, the constructionor installationof any publicimprovement or facility,or the payment of any fee or chargein orderto lessen,offset,mitigate,or compensate forthe impactsof development of the Projecton theenvironment or otherpublicinterests.
“Development ImpactFee” shallmean thedevelopmentimpact feeadopted by theCityon November 12,2024, pursuantto ResolutionNo. 2024-83.
“Development Plan” shallmean allof the land use entitlements,approvals and permits approved by theCityfor theProjecton orbeforetheAgreement Date,asthesame may be amended from time to time consistentwith thisAgreement. Such land use entitlements,approvalsand permitsinclude,withoutlimitation,thefollowing:(1) theDevelopment rightsas providedunder thisAgreement; (2) the AHIP; and (3)altconditionsof approvaland allmitigationmeasures approvedfortheProjecton orbeforetheAgreement Date.
“Development Regulations”shallmean thefollowingregulationsas they are in effectas of theAgreement Date and tothe extenttheygovernor regulatethedevelopmentofthe Property, but excludingany amendment ormodificationtotheDevelopment Regulationsadopted,approved, or imposed aftertheAgreement Date thatimpairsor restrictsPropertyOwners’ rightssetforthin thisAgreement, unlesssuch amendment or modificationisexpresslyauthorizedby thisAgreement orisagreedtoby PropertyOwners inwriting:theGeneralPlan;theDevelopment Plan;and,tothe extent notexpresslysupersededby theDevelopment Plan or thisAgreement, allotherland use and subdivisionregulationsgoverningthe permitteduses,densityand intensityof use,design, improvement,and constructionstandardsand specifications,procedures for obtainingrequired Citypermitsand approvalsfordevelopment,and similarmattersthatmay apply to development of theProjecton theProperty duringtheTerm of thisAgreement thatare setforthin Title 15 of theNewport Beach MunicipalCode (buildingsand construction).Title19 of the Newport Beach Municipal Code (subdivisions),and Title20 of theNewport Beach MunicipalCode (planningand zoning).Notwithstandingtheforegoing,theterm “Development Regulations,”as used herein, does not includeany Cityordinance,resolution,code,rule,regulationor officialpolicygoverning any of thefollowing:(i)theconductof businesses,professions,and occupations;(ii)taxesand assessments;(iii)the controland abatement of nuisances;(iv)the grantingof encroachment permitsand the conveyance of rightsand interestswhich providefor theuse ofortheentryupon publicproperty;or (v)theexerciseofthepower of eminent domain. “Effective Date” shall mean the latestof all of the followingdatesoccurring:(i)the date thatisthirty(30)days afterthe Agreement Date;(ii)ifa referendumconcerningthe Adopting Ordinance is timely qualifiedfor the ballotand a referendum electionisheld concerningthe Adopting Ordinance, the date on which the referendum is certifiedresultingin upholding and approving the Adopting Ordinance and becomes effective;(iii)if a lawsuit is timely filed challengingthevalidity orlegalityof theAdopting Ordinance,thisAgreement, and/ortheAHIP, the date on which said challengeis finallyresolvedin favorof the validity orlegalityof the Adopting Ordinance,thisAgreement, and/ortheAHIP, whethersuch finalityisachievedby a final 4 16-26
November 12, 2025
non-appealablejudgment, voluntaryor involuntarydismissal(andthepassageof any timerequired to appealan involuntarydismissal),or bindingwrittensettlementagreement. Promptly afterthe EffectiveDate occurs,the Partiesagree to cooperate in causing an appropriateinstrumentto be executed and recorded againstthe Propertymemorializing the Effective Date. “Environmental Laws” means allfederal,state,regional,county,municipal,and locallaws, statutes,ordinances,rules,and regulationswhich are in effectas of the Agreement Date, and all federal,state,regional,county,municipal,and locallaws, statutes,rules,ordinances, rules,and regulationswhich may hereafterbe enacted and which apply to the Propertyor any partthereof, pertainingtotheuse,generation,storage,disposal,release,treatment,or removal of any Hazardous Substances,including without limitationthe following:the Comprehensive Environmental Response Compensation and LiabilityAct of 1980, 42 U.S.C. Sections9601, ^ seg., asamended (“CERCLA”); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976,42 U.S.C. Sections6901, et^., as amended (“RCRA”); the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. Sections 11001 et seq., as amended; the Hazardous Materials TransportationAct, 49 U.S.C. Section 1801, et^., as amended; the Clean Air Act, 42 U.S.C. Sections 7401 et seq., asamended; the Clean Water Act, 33 U.S.C. Section 1251, et^., as amended; the Toxic Substances Control Act, 15 U.S.C.
Sections2601 et seq.,as amended; the Federal Insecticide,Fungicide and Rodenticide Act, 7 U.S.C. Sections 136 etseq., asamended; theFederalSafe Drinking Water Act,42 U.S.C. Sections 300f et seq.. asamended; the Federal Radon and Indoor Air Quality Research Act, 42 U.S.C.
Sections7401 et seq., asamended; the Occupational Safety and Health Act, 29 U.S.C. Sections 651 etseq.. asamended; and CaliforniaHealth and SafetyCode Section25100, etseq. “General Plan” shallmean City’s 2006 General Plan adopted by the City Council on July25, 2006, by ResolutionNo. 2006-76, as amended by ResolutionNo. 2022-60, Resolution No. 2022-80, ResolutionNo. 2024-51, and any otheramendments through the Agreement Date and such amendments expresslyauthorizedby thisAgreement or specificallyagreedtoby Property Owners consistent with Section 4.3 below.
“Hazardous Substances’’means any toxic substance or waste, pollutant,hazardous substance or waste, contaminant, specialwaste, industrialsubstance or waste, petroleum or petroleum-derivedsubstance or waste, or any toxic or hazardous constituent or additive to or breakdown component from any such substance or waste, including without limitationany substance,waste, or materialregulatedunder or defined as “hazardous” or “toxic”under any Environmental Law.
“MacArthur Boulevard Street Revitalization” shall mean improvements to thepublicright of way thatCity may undertakeon and along MacArthur Boulevard between Campus Drive and Bowsprit Drive.
“Mortgage” shallmean a mortgage, deed of trust,saleand leasebackarrangement,or any otherform of conveyance inwhich theProperty,or a part orinterestinthe Property,ispledged as securityand contractedforin good faithand forfairvalue. “Mortgagee” shall mean the holder of a beneficial interest under a Mortgage or any successoror assigneeof the Mortgagee.
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‘Noticeof Default”shallhave themeaning ascribedin Section8.1of thisAgreement. ‘Party”shallmean eitherCity or one or both Property Owners as determined by the context.
“Parties”shallmean City and one or both PropertyOwners as determined by the context. “PermittedTransferee”shallmean a partytowhom an interestinor feetitletothe Property, in whole or in part,istransferredas provided inArticle11 of thisAgreement.
Project”shallmean the development of up to 700 residentialrentalunits and 10,000 squarefeetof retailand/orrestaurantspace,includingallon-siteand off-siteimprovements related thereto,that Property Owners are authorizedto constructwith respectto each parcel of the Property,as provided in thisAgreement and the Development Regulations,as the same may be modified or amended from time to time consistent with thisAgreement and applicablelaw. “Property”isdescribedin ExhibitA and depictedon Exhibit B. “PropertyOwner” shallmean The IrvineCompany EEC or MacArthur Court I EEC or the applicablesuccessoror assigneeto allor any portionof the irghts,title,and interestin and to ownership of allor a portionof theProperty,as determinedby the context.As of the Agreement Date,MacArthur Court I EEC isa PropertyOwner and the Developer. (6
“PropertyOwners” shallmean The IrvineCompany EEC and MacArthur Court I EEC and any successoror assigneeto allor any portionof the irghts,title,and interestin and to ownership of allor a portionof the Property.
“PublicBenefitFee” shallhave themeaning ascribedin Section3.1 of thisAgreement. “Subsequent Development Approvals” shall mean all discretionarydevelopment and buildingapprovalsthatPropertyOwners arerequiredto obtainto Develop the Projecton and with respecttothePropertyaftertheAgreement Date consistentwith theDevelopment Regulationsand thisAgreement.
‘Term” shallhave the meaning ascribedin Section 2.4 of thisAgreement.
Termination Date” shallhave themeaning ascribedin Section 2.4 of thisAgreement. ‘Transfer”shallhave the meaning ascribedin Section 11 of thisAgreement.
General Provisions.2.
Plan Consistency,Zoning Implementation.2.1
This Agreement, the Development Plan and the Development Regulations applicableto the Propertyareconsistentwith the City’szoning and the General Plan. 6 16-28
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2.2 Binding Effect of Agreement.
The Propertyishereby made subjectto thisAgreement. Development of the Propertyis hereby authorizedand shallbe carriedout in accordance with theterms of thisAgreement.
2.3 Property Owners’ Representations and Warranties Regarding Ownership of the Property and Related Matters Pertaining to this Agreement.
Each PropertyOwner foritself,and each person executingthisAgreement on behalf ofa PropertyOwner, hereby representsand warrantsto City as follows:(i)thatPropertyOwner is owner of the feesimple titleto the Propertyor portionthereof as set forth in Recital A of this Agreement; (ii)thatPropertyOwner isduly formed and existingand isauthorizedto do business in the Stateof California;(iii)that allactionsrequiredto be taken by allpersons and entities comprisingPropertyOwner to enterintothisAgreement have been takenand thatPropertyOwner has thelegalauthorityto enterintothisAgreement; (iv)thatPropertyOwner’s enteringintoand performing itsobligationsset forthin this Agreement will not resultin a violationof any obligation,contractualor otherwise,thatPropertyOwner or any person or entitycomprising Property Owner has to any thirdparty;(v) that neitherProperty Owner nor any co-owner comprising Property Owner is the subjectof any voluntaryor involuntarybankruptcy or insolvencypetition;and (vi)thatPropertyOwner has no actual orconstructiveknowledge of any pending or threatenedclaims of any person or entityaffectingthe validityof any of the representationsand warrantiessetforthinclauses(i)-(vi),inclusive,or affectingPropertyOwner’s authorityor abilityto enterintoor perform any of itsobligationssetforthin thisAgreement.
2.4 Term.
The term of thisAgreement (the“Term”) shallcommence on the Effective Date and shall continuefor a period of ten (10) years afterthe EffectiveDate unless otherwise terminated or modifiedpursuantto theterms ofthisAgreement or the mutual writtenagreement of the Parties hereto.
Notwithstandingany otherprovisionsetforthin thisAgreement to the contrary,ifany Party reasonably determines that the EffectiveDate willnot occur because (i)the Adopting Ordinance has been disapprovedby the City’s votersat a referendum election or(ii)a courtof competentjurisdiction issuesa finalnon-appealableorderorjudgement isenteredthatdirectsthe City to set aside the Adopting Ordinance, thisAgreement and/or any of the Development Regulationsfor theProjectapproved on or beforetheAgreement Date thatexpresslymandate any approvalsissuedpursuantto such Development Regulationsbe setaside;then such Party,in its soleand absolutediscretionshallhave the rightto terminatethisAgreement upon deliveryof writtennoticeof terminationto theotherParty.
The TerminationDate shallbe the earliestof the followingdates;(i)the tenth (10th) anniversaryof the EffectiveDate; or (ii)such earlierdate thatthisAgreement isterminatedin accordance with thisSection 2.4,Articles5 and 7, and/or Section8.3 of thisAgreement and/or Sections65865.1 and/or65868 of theDevelopment Agreement Statute.Further,upon completion of the Projectin accordance with the terms of thisAgreement, includingDeveloper’scomplete satisfaction,performance,and payment, as applicable,of allapplicableDevelopment Exactions, 7 16-29
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the issuanceof allrequiredfinaloccupancy permits,and acceptanceby City or applicablepublic agency(ies)or privateentity(ies)of allrequiredoffersof dedication,ifany. PropertyOwners, in theirsole and absolute discretion,shallhave the rightto terminatethisAgreement upon delivery of writtennoticeof terminationto City,in which eventneitherPartyshallhave any furtherrights or obligationshereunder.
Notwithstanding any other provisionset forthin thisAgreement to the contrary,the provisionsset forthin Article10 and Section13.10 (as well as any other Property Owners’ obligationssetforthin thisAgreement thatareexpresslywrittento survive the Termination Date) shallsurvivethe Termination Date of thisAgreement.
Public Benefits.3.
Public Benefit Fee.3.1
As considerationfor thisAgreement, Developer shallpay to City a fee thatshallbe in additionto any other fee or charge to which the Property and the Projectwould otherwise be subject(herein,the “Public BenefitFee”) in the sum of Seventeen Thousand Dollars and 00/100 ($17,000.00)per unitpayable atthe issuanceof the respectivebuildingpermit forany of the 700 residentialunitsthatare issueda buildingpermit on or afterJuly 1,2028. Development of allor a portionof the 700 residentialunitson the Propertyshallnot be subjectto a Public BenefitFee forany unitsthatareissueda buildingpermit forsuch residentialunitsbefore July 1,2028.
Other Public Benefits. In addition to the Public Benefit Fee, the directand indirect benefitstheCity shallreceivepursuantto thisDevelopment Agreement are as follows:
3.2 3.2.1 Open Space. Priorto the issuanceof the finalcertificateof occupancy for the700 residentialunitsof theProject,theapplicablePropertyOwner(s) shallrecordan easement for a 1.0-acrepubliclyaccessibleopen space, but privatelyowned and maintained, within the Property. Priorto the issuanceof the finalbuildingpermit for the 700 residentialunitsof the Project,theCityand applicablePropertyOwner(s) shallreasonably agreeto a mutually acceptable form of such easement. The provisionof the publiclyaccessibleopen space pursuant to this Section 3.2.1is in-lieuof any park fee or dedicationthatwould otherwise be applicableto the Project,includingas may be requiredpursuant to General Plan Policy6.15.13of the Newport Beach Municipal Code or any otherDevelopment Regulation.
3.2.2 MacArthur Boulevard RevitalizationFee. Developer shallprovide funding in theamount of Three MillionTwo Hundred FiftyThousand Dollarsand 00/100 ($3,250,000.00) to the City for the MacArthur Boulevard StreetRevitalization(herein “MacArthur Boulevard StreetRevitalizationFee”) work to be completed by the City,to be paid atthe issuance ofthe first buildingpermit for allor any portionof the 700 residentialunitson the Property.If Property Owners do not complete development of all700 residentialunitspriorto the expirationof this Agreement, then City agreesthatDeveloper or itsdesignatedaffiliate(s)shallreceivea credit for a portionof the MacArthur Boulevard RevitalizationFee (determined on a pro ratabasisbased on residentialunitsremaining tobe developed) thatDeveloper or itsdesignatedaffiliate(s)may apply againstany Development Impact Fee requiredfor development in the City,which creditshall survivetheterminationof thisAgreement.
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3.2.3 Development Impact Fee. The Developer shallpay the applicable Development Impact Fee at the issuanceof the respectivebuilding permitfor any of the 700 residential units.
3.2.4 Affordable Housing Obligation. The Parties agree that Developer’s compliancewith theAHIP satisfiesany obligationof PropertyOwners to theCity with respectto theprovisionof affordablehousingfortheProjector theProperty pursuantto and duringtheTerm of thisAgreement. The adopted AHIP may be amended by the mutual consent of the Parties without requiringan amendment to thisAgreement.
Any unpaid portionof the per unit Public BenefitFee set forth in Section 3.1 and the MacArthur Boulevard Street Revitalization Fee set forth in Section 3.2.2shallbe adjustedfor inflationbased upon percentageincreasesinthe CPI as provided herein.The firstCPI adjustment of theper unitPublicBenefitFee and MacArthur Boulevard Street Revitalization Fee shall occur on July 1,2029, (thefirst“Fee Adjustment Date”) and subsequentCPI adjustmentsshalloccur on each anniversaryof the firstFee Adjustment Date thereafteruntilexpirationof the Term of this Agreement. The amount of the CPI adjustmenton the applicableFee Adjustment Date shallin each instance be calculated based on the then most recentlyavailableCPI figuressuch that,for example, ifthe EffectiveDate of thisAgreement fallson July 1 and the most recentlyavailable CPI figureon the firstFee Adjustment Date (for illustrationassumed to be January 1 of the followingyear)isthe CPI forNovember of theprecedingyear,thepercentageincreaseintheCPI forthatpartialyear (a 6-month period)shallbe calculatedby comparing the CPI forNovember of the preceding year with the CPI forMay of the precedingyear (a 6-month period). In no event, however, shallapplicationof the CPI reduce the amount of the Public Benefit Fee or MacArthur Boulevard StreetRevitalizationFee (orunpaid portionsthereof)below the amount in effectprior to any applicableFee Adjustment Date.
Public Benefit Administration.3.3
Developer and PropertyOwner(s) acknowledge by each’sapproval and execution ofthis Agreement thatit/theyis/arevoluntarilyagreeingto pay or providethe applicablePublicBenefits as set forthin this Article3 ifand when Development of any of the 700 residentialunitsis undertaken,thatthe obligationto pay or provide the Public Benefit Fee for each residential unit developed isan essentialterm of thisAgreement and isnot severablefrom City’sobligationsand Property Owners’ vesting rightsto be acquired hereunder, and that Developer and Property Owners expresslywaive any constitutional,statutory,or common law rightit/theymight have in the absence of thisAgreement to protestor challengethe payment of such fee on any ground whatsoever,includingwithout limitationpursuantto the Fifth and Fourteenth Amendments to the United States Constitution, California Constitution ArticleI Section 19, the Mitigation Fee Act (CaliforniaGovernment Code Section66000 etseq.),or otherwise.
In additionto any otherremedy setforthin thisAgreement for Developer’s Default,ifDeveloper failsto pay timely any portion of the Public Benefit Fee or MacArthur Boulevard Street RevitalizationFee identifiedin Article3 when due. City shallhave the rightto withhold issuance of any furtherbuildingpermits,occupancy permits,or otherdevelopment or buildingpermits for the Project. While certainpublic benefitsset forthin Section 3.1 and 3.2 are required of the 9 16-31
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Developer,each PropertyOwner understandsthatbuildingpermitswillnot be issueduntilthe publicbenefitsfeesrequiredtobe paidattheissuanceof such buildingpermitsarepaid.
Development of Proiect■
Applicable Regulations: Property Owners’ Vested Rights and City’s Reservation of DiscretionWith Respect to Subsequent Development Approvals.
Other than as expresslysetforthin thisAgreement, duringtheTerm of thisAgreement, (i) PropertyOwners shallhave thevestedrightto Develop the Project,includingwithout limitation, permitteduses,densityand intensityof use,the maximum height,sizeand locationof proposed structures,on and with respectto the Propertyin accordance with the terms of the Development Plan,Development Regulationsand thisAgreement and (ii)Cityshallnotprohibit,prevent,restrict or conditionDevelopment of the Propertyon grounds inconsistentwith the Development Plan, Development Regulationsor thisAgreement. Notwithstandingthe foregoing,nothinghereinis intendedto limitor restrictCity’sdiscretionwith respectto (i)review and approvalrequirements containedintheDevelopment Regulations,(ii)theapproval,conditionalapproval,or denialof any Subsequent Development Approvals thatare requiredfor Development of the Projectas of the Agreement Date provided thatallsuch actionsare consistentwith the Development Regulations, or (iii)any environmentalapprovalsthatmay be requiredunder CEQA or any otherfederalor state law or regulationin conjunction with any Subsequent Development Approvals that may be requiredfor theProject,and in thisregard,as tofutureactionsreferredto inclauses(i)-(iii)of this sentence.City reservesitsfulldiscretionsubjectto the limitationsunder statelaw. In addition,it isunderstoodand agreedthatnothingin thisAgreement isintendedtovestPropertyOwners’ rights with respectto any laws,regulations,rules,or officialpoliciesof any othergovernmental agency or public utilitycompany with jurisdictionover the Property or the Project; orany applicable federalor statelaws, regulations,rules,or officialpoliciesthatmay be inconsistentwith this Agreement and thatoverrideor supersedetheprovisionssetforthin thisAgreement, and regardless of whether such overridingor supersedinglaws,regulations,rules,or officialpoliciesare adopted or appliedto thePropertyor theProjectprioror subsequent to the Agreement Date.
PropertyOwners have expended and willcontinueto expend substantialamounts of time and money planning and preparingfor Development of the Project.Property Owners represent and City acknowledges thatProperty Owners would not make these expenditureswithout this Agreement, and thatPropertyOwners are and willbe making these expendituresin reasonable relianceupon theirvestedrightsto Develop the Projectas setforthin thisAgreement.
4. 4.1
Property Owners may apply to City for permits or approvals to modify or amend the Development specifiedintheDevelopment Regulations.In addition.PropertyOwners may apply to City for approval of tentativetractmaps or tentativeparcel maps, or minor amendments to existingtentativemaps or associatedconditionsof approval,consistentwith City of Newport Beach Municipal Code Section 19.12.090. This Agreement does not constitutea promise or commitment by City to approve any such permit or approval,or to approve the same with or without any particularrequirementsor conditionsincludingany applicableDevelopment Impact Fees, and City’s discretionwith respectto such matters shall be the same as it would be in the absence of thisAgreement. Ifapproved by City,then any such permitsor approvalsshallbe vested 10 16-32
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inthesame manner as providedin thisAgreement forthe Development Regulations,and shallbe a partof and includedintheDevelopment Planwithoutrequiringan amendment ofthisAgreement.
No Conflicting Enactments.
Except to the extentCity reservesitsdiscretionas expresslysetforthin thisAgreement, during the Term of thisAgreement, City shallnot apply to the Projector the Property any ordinance,policy,rule,regulation,or othermeasure relatingto Development of the Projectthatis enacted or becomes effectiveafterthe Agreement Date to the extent it conflicts with this Agreement unless specificallymandated by a court of competent jurisdictionas expressly applicableto the Projectin a finaland non-appealable order or judgment. This Section 4.2 shall not restrictthe City’sabilityto enact an ordinance,policy,rule,regulation,or other measure applicableto the Projectpursuantto CaliforniaGovernment Code Section 65866 consistent with the proceduresspecifiedin Section4.3 of thisAgreement. In Pardee ConstructionCo. v.Cityof Camarillo (1984) 37 Cal.3d 465, the CaliforniaSupreme Court held thata constructioncompany was not exempt from a city’sgrowth controlordinance even though the cityand construction company had entered into a consent judgment (tantamount to a contractunder Californialaw) establishingthe company’s vestedrightsto develop itspropertyconsistentwith the zoning. The CaliforniaSupreme Court reached thisresultbecause the consentjudgment failedto addressthe timing ofdevelopment. The PartiesintendtoavoidtheresultofthePardee caseby acknowledging and providingin thisAgreement thatPropertyOwners shallhave thevestedrightto Develop the Projecton and with respecttothePropertyattherate,timing,and sequencingthatPropertyOwners deem appropriatewithin the exerciseof Property Owners’ sole subjectivebusinessjudgment, provided thatsuch Development occurs in accordance with thisAgreement and the Development Regulations,notwithstandingadoptionby City’selectorateof an initiativeto thecontraryafterthe EffectiveDate. No City moratorium or other similarlimitationrelatingto the rate,timing,or sequencing of the Development of allor any partof the Projectand whether enactedby initiative or anothermethod, affectingsubdivisionmaps, buildingpermits,occupancy certificates,or other entitlementto use, shallapply to the Projectto the extent such moratorium or other similar limitationrestrictsPropertyOwners’ vested rightsin thisAgreement or otherwise conflictswith the expressprovisionsof thisAgreement. Nothing herein shallobligateProperty Owners to Develop the Project.
4.2 4.3 Reservations of Authority.
Notwithstandingany otherprovisionsetforthin thisAgreement to the contrary,the laws, rules,regulations,and officialpoliciessetforthin thisSection4.3 shallapply to and govern the Development of the Projecton and with respectto the Property.
4.3.1 Procedural Regulations. Proceduralregulationsrelatingto hearing bodies, petitions,applications,notices,findings,records,hearings,reports,recommendations, appeals,and any othermatter ofprocedureshallapply totheProperty,provided thatsuch proceduralregulations are adopted and appliedCity-wide or to allotherpropertiessimilarlysituatedin City.
4.3.2 Processing and Permit Fees. City shallhave the rightto charge,and the respectivePropertyOwners shallbe requiredto pay, allapplicableprocessingand permit feesto cover the reasonable cost to City of processing and reviewing applicationsand plans for any 11 16-33
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requiredSubsequent Development Approvals,buildingpermits,excavationand grading permits, encroachment permits,and the like,for performing necessary studiesand reportsin connection therewith,inspectingthe work constructedor installedby or on behalf of such Property Owner, and monitoring compliance with any requirementsapplicableto Development of the Project,allat the rates in effect at the time fees are due.
City ordinances, resolutions,
regulations,and officialpoliciesgoverning Development which do not conflict with the Development Regulations,or with respectto such regulationsthatdo conflict,where Property Owners have consented in writingto the regulations,shallapply to the Property.
4.3.3 Consistent Future City Regulations.
4.3.4 Development ExactionsApplicableto Property. During the Term of this Agreement, Developer shallbe requiredto satisfyand pay the Public Benefit Fee (Section3.1), provisionof open space (Section3.2.1),MacArthur Boulevard RevitalizationFee (Section3.2.2), Development Impact Fee (Section3.2.3),and affordablehousing obligations(Section3.2.4)as set forthin thisAgreement, and any applicabletrafficfeesrequiredpursuantto theFairShare Traffic ContributionOrdinance (Chapter 15.38 of the City’sMunicipal Code) and the TrafficPhasing Ordinance (Chapter 15.40 of the City’sMunicipal Code) atthe time performance or payment of any such fees are due as set forthin the Fair Share Traffic Contribution Ordinance and Traffic Phasing Ordinance. Other than the foregoing.PropertyOwners shallnot be requiredto pay any Development Exaction for the Projectand City shallnot alter,increase,or modify any public benefitssetforthin Article3 or Development Exactionsrequiredunder thisAgreement in a manner that is inconsistentwith the Development Plan, Development Regulations or this Agreement without Property Owners’ priorwrittenconsent or as may be otherwiserequired pursuanttooverridingfederalor statelaws orregulations(Section4.3.5hereinbelow). In addition, nothing in thisAgreement is intended or shallbe deemed to vest Property Owners againstthe obligationto pay any of the following (which are not included within the definition of “Development Exactions”)in the amount thatwould applyin the absence of thisAgreement: (i) City’snormal feesforprocessing,environmentalassessmentand review,tentativetractand parcel map review,plan checking,sitereview and approval,administrativereview, buildingpermit, grading permit,inspection,and similarfees imposed to recover City’s costs associatedwith processing,reviewing,and inspectingprojectapplications,plans,and specifications;(ii)feesand chargesleviedby any otherpublicagency,utility,district,orjointpowers authority,regardlessof whether City collectsthose feesand charges;or (iii)community facilitydistrictspecialtaxesor specialdistrictassessments or similarassessments,businesslicensefees,bonds or othersecurity requiredforpublicimprovements,transientoccupancy taxes,salestaxes,propertytaxes,sewer lateralconnection fees,water service connection fees,new water meter fees,and the Property Development Tax payableunder Section3.12of City’sMunicipal Code.
4.3.5 Overriding Federal and State Laws and Regulations. Federal and state laws and regulationsthatoverridePropertyOwners’ vestedrightssetforthin thisAgreement shallapply to the Property,togetherwith any City ordinances,resolutions,regulations,and officialpolicies thatarenecessaryto enable Cityto comply with theprovisionsof any such overridingfederalor statelaws and regulations,providedthat(i)PropertyOwners do not waive theirrightto challenge or contestthevalidityof any such purportedlyoverridingfederal,state,or City law or regulation; and (ii)upon the discovery ofany such overridingfederal,state,or City law or regulationthat 12 16-34
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preventsor precludescompliancewith any provisionof thisAgreement, City or PropertyOwner shallprovideto the otherPartiesa writtennoticeidentifyingthe federal,state,or City law or regulation,togetherwith a copy of the law or regulationand a brief written statement of the conflict(s)between that law or regulationand the provisionsof thisAgreement. Promptly thereafterCityand PropertyOwners shallmeet and conferingood faithin a reasonableattemptto determinewhether a modificationor suspensionof thisAgreement, inwhole orin part,isnecessary to comply with suchoverridingfederal,state,orCitylaw or regulation.In such negotiations.City and PropertyOwners agreeto preservethe terms ofthisAgreement and the rightsof Property Owners as derived from thisAgreement to the maximum feasibleextent while resolvingthe conflict.Cityagreestocooperate with PropertyOwners atno costto City inresolvingthe conflict in a manner which minimizes any financialimpact of the conflictupon PropertyOwners. City alsoagreestoprocessin aprompt manner a PropertyOwner’s proposed changes totheProjectand any of theDevelopment Regulationsas may be necessaryto comply with such overridingfederal, state,or City law or regulation;provided,however, thattheapproval of suchchangesby Cityshall be subjecttothediscretionof City,consistentwith thisAgreement.
4.3.6 PublicHealthand Safety.Any City ordinance,resolution,rule,regulation, program, or officialpolicythatisnecessarytoprotectpersonson thePropertyor in theimmediate vicinityfrom conditionsdangerous to theirhealthor safety,as reasonablydetermined by City, shallapply to the Property,even though the applicationof the ordinance, resolution,rule regulation,program, or officialpolicywould resultin the impairment of PropertyOwners’ vested rightsunder thisAgreement.
Existing and future building and
building-relatedstandardssetforthintheuniform codes adopted and amended by City from time to time,includingbuilding,plumbing, mechanical,electrical,housing,swimming pool,and fire codes, and any modifications and amendments thereofshallallapply to the Projectand the Propertyto the same extentthatthe same would apply in the absence of thisAgreement.
4.3.8 PublicWorks Improvements. To the extenta PropertyOwner constructs or installsany publicimprovements,works, or facilities,the City standardsin effect forsuch public improvements, works, or facilitiesat the time of City’sissuance of a permit,license,or other authorization for construction or installation of same shallapply.
4.3.9 No Guarantee or Reservation of UtilityCapacity. Notwithstanding any otherprovisionsetforthin thisAgreement to thecontrary,nothing in thisAgreement isintended or shallbe interpretedto requireCity to guaranteeor reserveto or for the benefitof Property Owners or the Propertyany utilitycapacity,service,or facilitiesthatmay be needed to servethe Project,whether domestic or reclaimedwater service,sanitarysewer transmissionor wastewater treatmentcapacity,downstream drainagecapacity,or otherwise,and City shallhave the rightto limitor restrictDevelopment of the Projectifand to the extentthatCity reasonably determines thatinadequateutilitycapacityexiststo adequatelyserve the Projectatthe time Development is scheduledto commence. Notwithstandingtheforegoing.City covenantsto provideutilityservices to the Projecton a non-discriminatorybasis (i.e.,on the same terms and conditionsthat City undertakesto provide such servicesto othersimilarlysituatednew developments in the City of Newport Beach as and when serviceconnectionsareprovidedand servicecommences).
4.3.7 Uniform Building Standards.
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Tentative Subdivision Maps.4.4
City agreesthatPropertyOwners may apply fornew and existingtentativesubdivision map(s) for thePropertyconsistentwith CaliforniaGovernment Code sections 66498.1-66498.9 and City of Newport Beach Municipal Code Chapter 19.20 as a Subsequent Development Approval.Pursuanttotheapplicableprovisionof theCaliforniaSubdivisionMap Act (California Government Code section66452.6(a)),the lifeof any tentativesubdivisionmap approved for the Property,whether designateda “vestingtentativemap,” or otherwise, shallbe extended for the Term of thisAgreement.
Amendment or Cancellation of Agreement.5.
This Agreement may be amended or canceled in whole or in partonly by mutual written and executedconsent ofthePartiesincompliance with California Government Code section 65868 and City of Newport Beach Municipal Code section15.45.070.
Enforcement.6.
Unless thisAgreement isamended, canceled,modified,or suspended as authorizedherein or pursuantto CaliforniaGovernment Code section65869.5,thisAgreement shallbe enforceable by eitherPartydespiteany change in any applicablegeneralor specificplan,zoning,subdivision, or buildingregulationor otherapplicableordinanceor regulationadopted by City (includingby City’selectorate)thatpurportsto apply to any or allof the Property.
Annual Review of PropertyOwner’s Compliance With Agreement.7.
General.7.1
City shallreview thisAgreement once during every twelve (12) month period following the EffectiveDate forcompliance with the terms of thisAgreement as provided in Government Code section65865.1. PropertyOwners or Developer shallpay City a reasonablefeein an amount City may reasonablyestablishfrom time to time to cover the actualand necessarycostsforthe annual review. City’sfailureto timely provideor conduct an annual review shall not constitute a Defaulthereunderby City.
Property Owners’ Obligation to Demonstrate Good Faith Compliance.
During each annual review by City,Property Owners are requiredto demonstrate good faithcompliance with theterms of the Agreement. Each PropertyOwner agreesto furnishsuch evidenceof good faithcompliance as City,inthereasonableexerciseof itsdiscretion,may require, thirty(30) days priorto each anniversaryof the EffectiveDate during the Term; provided, however, thatthe evidencemay be provided in one submittalforallPropertyOwners.
7.2 Procedure.7.3
The City shallconduct a review of whether or not each PropertyOwner has,for theperiod under review,complied with the terms of thisAgreement, as provided forin the Newport Beach Municipal Code. IftheCity findsthatPropertyOwners have so complied,the annual review shall 14 16-36
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be concluded. IftheCityfinds,on thebasisof substantialevidence,thata PropertyOwner has not so complied,writtennoticeshallbe sentto such PropertyOwner by firstclassmail of the City’s findingof non-compliance,and PropertyOwners shallbe given at thirty(30) days to cure any noncompliance. If acurenot relatingto thepayment of money cannot be completed withinthirty (30)days forreasonswhich arebeyond the controlof the PropertyOwner, such Property Owner must commence the cure within such thirty(30) days and diligentlypursue such cure to completion. Ifsuch PropertyOwner failsto cure such noncompliance withinthetime(s)setforth above, such failureshallbe considered to be a Default and City shallbe entitledto exercisethe remedies set forth in Article 8 below.
Annual Review a Non-Exclusive Means for Determining and Requiring Cure of7.4 Property Owners’ Default.
The annual review procedures setforthin thisSection7 shall not be the exclusive means forCityto identifya Defaultby a PropertyOwner or limitCity’srightsor remedies forany such Default.
Events of Default.8.
General Provisions.8.1
In the event of any materialdefault,breach,or violationof the terms of thisAgreement (“Default”),the Party alleginga Defaultshallhave the rightto delivera writtennotice(each,a “Notice of Default”)to the defaultingParty.The Notice of Defaultshallspecifythe natureof the allegedDefault and a reasonablemanner and sufficientperiod of time (thirty(30) days ifthe Defaultrelatesto the failureto timelymake a monetary payment due hereunder and not lessthan sixty(60) days in the event of non-monetary Defaults)in which the Default must be cured (the “Cure Period”).During the Cure Period,the Partycharged shall not be considered in Default for the purposes of terminationof thisAgreement or institutionof legalproceedings. Ifthe 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 Partymust promptly commence to cure as quicklyas possible,and inno event laterthan sixty(60)days afteritreceivestheNotice of Default, and thereafter diligentlypursue saidcure to completion.
8.2 Default by Property Owner(s).
If a PropertyOwner isallegedto be in defaultand itdisputesthe claimed Default,itmay make a written requestfor an appeal hearing before the City Council within thirty(30) days of receivingthe Notice of Default,and a publichearing shallbe scheduled atthe next availableCity Council meeting to considersuch Property Owner’s appeal of the Notice of Default. Failure to appeal a Notice of Defaultto the City Council withinthe thirty(30) business days shallresultin waiver of any rightto a hearingon the claimed Default.IfPropertyOwner’s appealof theNotice of Default istimely and in good faithbut aftera public hearing of Property Owner’s appeal the City Council concludes thatsuch Property Owner isin Defaultas allegedintheNotice of Default, the accrualdate forcommencement of the sixty(60)day Cure Periodprovided in Section8.1shall be extended untilthe City Council’s denial of Property Owner’s appeal is communicated to 15 16-37
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PropertyOwner inwriting.Notwithstandingany otherprovisionof thisAgreement tothecontrary, Developer shallbe liableunder thisAgreement fora Defaultby any PropertyOwner.
8.3 City’s Option to Terminate Agreement.
If the City allegesProperty Owner(s) Default,City may not terminatethisAgreement without firstdeliveringa writtenNotice of Default and providing Property Owners with the opportunityto cure the DefaultwithintheCure Period,as provided in Section8.1,and complying with Section8.2 ifthe PropertyOwner timely appealsany Notice of Default. A terminationof thisAgreement by City shallbe validifgood cause existsand issupportedby evidence presented to theCity Council ator inconnectionwith a duly noticedpublichearingto establishthe existence of a Default.The validityof any terminationmay be judiciallychallengedby PropertyOwner(s).
Any such judicialchallengemust be brought within ninety (90) calendar days of serviceon PropertyOwners, by firstclassmail,postageprepaid,of writtennoticeof terminationby Cityor a writtennoticeof City’sdetermination of an appeal of the Notice of Default as provided in Section 8.2.
Default by City.8.4
If a PropertyOwner allegesa City Defaultand allegesthatthe City has not cured the DefaultwithintheCure Period,such PropertyOwner may pursue any equitableremedy available to itunder thisAgreement, including,without limitation,an action for a writ of mandamus, injunctiverelief,or specificperfonnance of City’sobligationssetforthin thisAgreement. Upon a City Default,any resultingdelaysina PropertyOwner’s performance hereunder shallneitherbe a PropertyOwner Defaultnor constitutegrounds forterminationor cancellationof thisAgreement by City and shall,at PropertyOwner’s option (and provided Property Owner deliverswritten noticeto City withinthirty(30) days of the commencement of the allegedCity Default),extend theTerm fora periodequaltothelengthof thedelay.
8.5 Waiver.
Failureor delayby a Partyin deliveringa Notice of Defaultshallnot waive thatParty’s rightto delivera futureNotice of Defaultof the same or any otherDefault.
Specific Performance Remedy.8.6
Due tothesize,nature,and scope of theProject,itwillnotbe practicalorpossibletorestore thePropertytoitspre-existingconditiononce implementationof thisAgreement has begun. After such implementation.PropertyOwners and Citymay be foreclosedfrom otherchoicestheymay have had to plan forthe development of the Property,to utilizethe Propertyor provide forother benefitsand alternatives.PropertyOwners and Cityhave investedsignificanttime and resources and performed extensiveplanningand processing ofthe Projectin agreeingto the terms of this Agreement and willbe investingeven more significanttime and resourcesin implementing the Projectin relianceupon the terms of thisAgreement. It isnot possibleto determine the sum of money which would adequatelycompensate PropertyOwners or City for such efforts.For the above reasons.PropertyOwners and City agreethatdamages would notbe an adequateremedy if eitherCity or a PropertyOwner failsto carryout itsobligationsunder thisAgreement. Therefore, 16 16-38
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specificperformance of thisAgreement isnecessaryto compensate PropertyOwners ifCityfails to carryout itsobligationsunder thisAgreement or to compensate City ifa PropertyOwner fails to carryout itsobligationsunder thisAgreement.
8.7 Monetary Damages.
The Partiesagree thatmonetary damages shallnot be an availableremedy forany Party fora Defaulthereunder by anotherParty;provided,however, that(i)nothing in thisSection8.7is intendedor shallbe interpretedto limitor restrictCity’srightto recoverthe PublicBenefitFee or MacArthur Boulevard Street Revitalization Fee as set forthherein and/or (ii)nothing in this Section8.7 is intended or shallbe interpretedto limitor restrictProperty Owner’s indemnity obligationssetforthinArticle10. In no eventshalldamages otherwisebe awarded againsta Party upon an event of defaultor upon terminationof thisAgreement PropertyOwners expresslyagree that the City, any City agencies and theirrespectiveelected and appointed council,boards, commissions, officers,agents,employees, volunteersand representatives(collectively,for purposes of thisSection8.7,“City”)shallnot be liable forany monetary damage fora Defaultby the City or any claims againstCity arisingout of thisAgreement. The soleand exclusivejudicial remedy forPropertyOwners in theeventof a Defaultby theCity shallbe an actioninmandamus, specificperformance, or other injunctiveor declaratoryrelief Notwithstanding the foregoing, nothing in thisSection8.7isintendedor shallbe interpretedto limitor restrictPropertyOwner(s) right(s)torecoverrepayment of thePublicBenefitFee, MacArthur Boulevard StreetRevitalization Fees or any Development Exaction as setforthin Section4.3.4paid by Developer inthe event of a determinationby a courtof competentjurisdictionof (i)theCity’sDefaultor (ii)thatdirectsthe City to set aside the Adopting Ordinance or thisAgreement and/or any of the Development Regulationsforthe Projectapproved on or before the Agreement Date and expresslymandates thatany approvalsissuedpursuantto such Development Regulationsbe setaside.
AdditionalCity Remedy forPropertyOwners’ Default.
In theevent ofany Defaultby a PropertyOwner, in additionto any otherremedies which may be availabletoCity,whether legalor equitable.City shallbe entitledtoreceiveand retainany Development Exactions applicableto the Projector the Property,includingany fees,grants, dedications,or improvements to publicpropertywhich itmay have receivedfrom such Property Owner priorto Property Owner’s Defaultwithout recoursefrom PropertyOwner or itssuccessors or assigns.
8.8 No Personal Liability of City Officials, Employees, or Agents. No City official, employee, or agent shallhave any personalliabilityhereunderfora Defaultby City of any of its obligationssetforthin thisAgreement.
8.9 9. Force Majeure.
No Party shallbe deemed to be in Defaultwhere failureor delayinperformance of any of itsobligationsunder thisAgreement iscaused,through no faultof the Party whose performance is prevented or delayed,by floods,earthquakes,other acts of God, fires,wars, riotsor similar hostilities,strikesor other labordifficulties,stateor federalregulations,or courtactions.Except as specifiedabove, nonperformance shallnot be excused because of the act or omission of a third 17 16-39
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person (otherthan anotherParty).In no event shallthe occurrenceof an event of forcemajeure operate to extend the Term of thisAgreement. In addition,in no event shall the time for performance of a monetary obligation,includingwithout limitationDeveloper’sobligationto pay PublicBenefitFees,be extended pursuantto thisSection.
10. Indemnity Obligations.
Indemnity Arising From Acts or Omissions of Property Owner(s).10.1 Developer shallindemnify,defend and hold harmless City or City’sofficials,employees, agents,attorneys,and contractors(collectively,the “City’sAffiliatedParties”),from and against allsuits,claims,liabilities,losses,damages, penalties,obligations,and expenses (includingbut not limitedtoreasonableattorneys’ feesand costs)(collectively,a “Claim’’)thatmay arise,directlyor indirectly,from the acts,omissions,or operationsof any PropertyOwners includingDeveloper or itsagents,contractors,subcontractors,agents,or employees in the courseof Development of the Projector any other activitiesof any Property Owner including Developer pursuant to this Agreement. City shallhave therightto selectand retaincounselto defend any Claim filedagainst City and/or any of City’sAffiliatedParties,and the indemnifying Property Owner shallpay the reasonablecost for defense of any Claim. The indemnity provisionsin thisSection 10.1 shall survive the Termination Date.
10.2 Third Party Litigation.
In additionto itsindemnity obligationsset forthin Section 10.1,the Developer shall indemnify,defend,and hold harmless City and City’sAffiliatedPartiesfrom and againstany Claim againstCity or City’sAffiliatedPartiesseeking to attack,set aside, void, or annul the approval ofthisAgreement, theAdopting Ordinance,any of theDevelopment Regulationsforthe Projeet(includingwithoutlimitationany actionstakenpursuantto CEQA with respectthereto),or the approval ofany permit grantedpursuantto thisAgreement. (For the avoidance of doubt,this indemnity obligationdoes not extend to any Claims to attack,setaside,void or annul the City’s General Plan,any element thereof,or zoning where Developer isnot a partyto the litigationas a named defendantor realpartyininterestin a directchallengeto the Project.In no event shallthis be construedas obligatingtheCitytodefend againstor takeotheractionthatisrelatedinany way, directly orindirectly,to achallenge,lawsuit, orotherlegalactionto attack,setaside,void or annul the City’sGeneral Plan,any element thereof,or zoning.)Said indemnity obligationshallinclude payment of reasonableattorney’sfees,expertwitnessfees,and courtcosts.City shallpromptly notifytheDeveloper of any such Claim and City shallcooperate withtheDeveloper inthedefense of such Claim. IfCity failsto promptly notifyDeveloper of such Claim, Developer shallnot be responsibleto indemnify,defend,and hold City harmless from such Claim untilDeveloper isso notifiedand ifCity failsto cooperatein thedefenseof a Claim Developer shallnot be responsible to defend,indemnify,and hold harmlessCity duringthe periodthatCity so failsto cooperateor forany lossesattributablethereto.City shallbe entitledtoretainseparatecounseltorepresentCity against the Claim and the City’s defense costs for its separate counsel shallbe included in Developer’s indemnity obligation,provided that such counsel shallreasonably cooperate with Developer inan efforttominimize thetotallitigationexpenses incurredby Developer. In the event eitherCity or Developer recoverany attorney’sfees,expertwitnessfees,costs,interest,or other amounts from the party or partiesassertingthe Claim, Developer shallbe entitledto retainthe 18 16-40
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same (providedtheyhave fullyperformedtheirindemnityobligationshereunder).The indemnity provisionsin thisSection10.2shallcommence on theAgreement Date,regardlessof whether the EffectiveDate occurs,and shallsurvive the Termination Date.
10.3 Environmental Indemnity.
In additionto itsindemnity obligationssetforthin Section 10.1,each Property Owner on itsown behalfshallindemnify,defend,and hold harmless City and City’sAffiliatedPartiesfrom and againstany and allClaims for personal injuryor death, property damage, economic loss, statutory penaltiesor fines,and damages of any kind or nature whatsoever, includingwithout limitationattorney’sfees,expertwitnessfees,and costs,based upon or arisingfrom the storage, handling,transport,or disposalof any Hazardous Substance on, to,or from the Property,and any other area disturbed,graded, or developed by PropertyOwners, by or on behalf ofsuch Property Owner in connection with such Property Owner’s Development of the Project.The indemnity provisionsin thisSection 10.3shallsurvivetheTermination Date.
Assignment.11.
Each PropertyOwner includingDeveloper shallhave the rightto sell,transfer,or assign (hereinafter, collectively,a “Transfer”)such Property Owner’s interest in or fee title to the Property,in whole or in part, to aPermitted Transferee(which successor,as of the effectivedate of the Transfer,shallbecome a “Property Owner” under thisAgreement) at any time from the Agreement Date untilthe Termination Date without the prior consent or approval of City; provided,however, thatno such Transfershallviolatethe provisionsof the SubdivisionMap Act (Government Code Section 66410 etseq.)or City’slocalsubdivisionordinanceand shallcomply with therequirementsof thisSection11. Any Transferof feetitletothePropertyshallincludethe assignment and assumption of the transferringProperty Owner’s (and if Developer, then Developer’s)rights,duties,and obligationssetforthin or arisingunder thisAgreement as to the Propertyor the portion thereofso Transferredand shallbe made in strictcompliance with the followingconditions:(i)no Transfer ofany of PropertyOwner’s or Developer’srightsor interest under thisAgreement shallbe made unlessmade togetherwith the Transferof allor a partof PropertyOwner’s or Developer’s interestin the Property;(ii)priorto the effectivedate of any proposed Transfer, thetransferringPropertyOwner (astransferor)or Developer shallnotifyCity, inwriting,of suchproposed Transfer;and (iii)upon the Transfer, thetransferringPropertyOwner or Developer (as transferor)shalldeliverto City a writtenassignment and assumption, in a recordableform reasonablyapproved by the City Attorney,executed by the transferringand successor Property Owner or Developer, pursuant to which the transferringProperty Owner or Developer assignsto the successor Property Owner or Developer and the successor Property Owner or Developer assumes from thetransferringPropertyOwner or Developer allof the rights and obligationsof such Property Owner or Developer with respectto the Property,or interestin theProperty,or portionthereof,tobe so Transferred,includinginthecase of a partialTransferthe obligationto perform such obligationsthatmust be performed thatarea conditionprecedenttothe successor Property Owner’s or Developer’s rightto develop the portion of the Property so Transferred. Any Permitted Transferee shall have all of the same rights,benefits,duties, obligations,and liabilitiesof the transferorPropertyOwners or Developer under thisAgreement with respecttothePortionof,or interestin,theProperty Transferredto such PermittedTransferee; provided,however, thatin the event of a Transferof lessthan allof the Property,or interestinthe 19 16-41
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Property,no such Permitted Transfereeshallhave the rightto enterintoan amendment of this Agreement thatjeopardizesor impairsthe rightsor increases theobligationsof theotherProperty Owners or Developer with respectto thebalance of the Property.
Notwithstanding any Transfer,the transferringProperty Owner or Developer shall continueto be jointlyand severallyliableto City,togetherwith the successor PropertyOwner, to perform allof the transferredobligationssetforthin or arisingunder thisAgreement; provided, however, thatthe transferringProperty Owner or Developer shallbe releasedfrom any and all obligationswith respectto the Propertyso Transferred,or portionthereofin the eventof a partial Transferif:(i)the transferringPropertyOwner or Developer no longer has a legalor equitable interestin the portionof the Propertyso Transferredotherthan as a beneficiaryunder a deed of trust;(ii)the transferringProperty Owner or Developer is not then in Default under this Agreement; and (iii)the transferringPropertyOwner or Developer has provided City with the notice and the fullyexecuted written and recordableassignment and assumption agreement requiredas setforthinthefirstparagraphof thisArticle11;and (iv)the successor PropertyOwner or Developer either(A) isan affiliateof the transferringPropertyOwner or Developer,or (B) the City Manager provides a writtenreleaseof the transferringProperty Owner or Developer aftera review of alldocumentation reasonably requiredto the satisfactionof the City Manager, that demonstrates to the City Manager’s reasonablesatisfactionthatthe successor PropertyOwner or Developer has the financialresources or commitments availableto perform the transferred obligationsat the time and in the manner requiredunder thisAgreement. The City Manager’s review of the documentation is a ministerialreview, without any public noticesor hearings required.
Mortgagee Rights.12.
Encumbrances on Property.
The Partiesagree thatthisAgreement shallnot preventor limitProperty Owners in any manner from encumbering the Property,any partof the Property,or any improvements on the Property withany Mortgage securingfinancingwith respecttotheconstruction,development,use, or operationof the Project.
12.1 12.2 Mortgagee Protection.
This Agreement shallbe superiorand seniortothe lienof any Mortgage. Nevertheless,no breach of thisAgreement shalldefeat,renderinvalid,diminish,or impairthelienof any Mortgage made in good faithand forvalue. Any acquisitionor acceptanceof titleor any rightor interestin the Propertyor partof the Propertyby a Mortgagee (whether due to foreclosure,trustee’ssale, deed in lieuof foreclosure,leasetermination,or otherwise)shallbe subjectto allof the terms and conditionsof thisAgreement. Any Mortgagee who takestitleto the Propertyor any partof the Propertyshallbe entitledto the benefitsarisingunder thisAgreement.
12.3 Mortgagee Not Obligated.
Notwithstanding the provisions of this Section 12.3, a Mortgagee will not have any obligationor duty under theterms ofthisAgreement toperform theobligationsof PropertyOwners 20 16-42
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or otheraffirmativecovenants of PropertyOwners, or to guaranteethisperformanceexceptthat:
(i)the Mortgagee shallhave no rightto develop the Projectunder the Development Regulations withoutfullycomplying with theterms ofthisAgreement; and (ii)to the extentthatany covenant to be performed by PropertyOwner isa conditionto theperformance of a covenant by City,that performanceshallcontinuetobe a conditionprecedentto City’sperformance.
12.4 Notice of Default to Mortgagee: Right of Mortgagee to Cure.
Each Mortgagee shall,upon writtenrequestto City,be entitled to receive written notice from City of:(i)the resultsof the periodicreview of compliance specifiedin section7 of this Agreement, and (ii)any defaultby the PropertyOwner subjectto the Mortgage of itsobligations setforthin thisAgreement.
Each Mortgagee shallhave a furtherright,but notan obligation,tocuretheDefaultsubject to the Mortgage within thirty(30) days afterreceivinga Notice of Default with respectto a monetary Defaultand withinsixty(60)days afterreceivinga Notice of Default withrespectto a non-monetary Default. Ifthe Mortgagee can only remedy or cure a non-monetary Defaultby obtainingpossession ofthe Propertyor applicableportionthereof,then the Mortgagee shallhave therightto seek toobtainpossession withdiligenceand continuitythrough a receiveror otherwise, and to remedy or cure the non-monetary Defaultwithinsixty(60)days afterobtainingpossession and, except in case of emergency or to protectthe publichealthor safety.City may not exercise any of itsjudicialremedies setforthin thisAgreement to terminateor substantiallyalterthe rights of the Mortgagee untilexpirationof the sixty(60)-day period. In the case of a non-monetary Default thatcannot with diligencebe remedied or cured within sixty(60) days, the Mortgagee shallhave additionaltime as isreasonably necessaryto remedy or cure the Default,providedthe Mortgagee promptly commences to cure the non-monetary Default within sixty(60) days and diligentlyprosecutesthe cure to completion.
Bankruptcy. The obligationsof thisAgreement shallnot be dischargeableinbankruptcy.13.
Miscellaneous Terms.14.
Notices.14.1
Any noticeor demand thatshallbe requiredor permittedby law or any provisionof this Agreement shallbe in writing.Ifthe noticeor demand willbe served upon a Party,iteithershall be personallydeliveredto the Party;depositedin the United Statesmail,certified,returnreceipt requested,and postage prepaid;or deliveredby a reliablecourier servicethatprovides a receipt showing date and time of deliverywith courierchargesprepaid. The noticeor demand shallbe addressed as follows:
City of Newport Beach
100 Civic Center Drive
Newport Beach, California92660
Attn:City Manager
TO CITY:
21 16-43
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With a copy to: City Attorney
City ofNewport Beach
100 Civic Center Drive
Newport Beach, California92660
TO IRVINE COMPANY LLC: 550 Newport Center Drive
Newport Beach, California92660
Attn: General Counsel
TO MACARTHUR COURT I 550 Newport Center Drive
LLC: Newport Beach, California92660
Attn: General Counsel
With a copy to:
Latham & Watkins LLP
10250 ConstellationBoulevard, Suite 1100
Century City,California90067
Attn: Maria Hoye
Any Party may change the address statedin thisSection 14.1 by deliveringnoticeto the otherPartiesinthemanner provided in thisSection 14.1,and thereafternoticesto such Partyshall be addressed and submitted to the new address. Notices delivered in accordance with this Agreement shallbe deemed to be deliveredupon the earlierof:(i)the date received or (iii)three business daysafterdepositinthemail as provided above.
Project as Private Undertaking.14.2
Any futureDevelopment of the Projectisa privateundertaking.No Partyisactingas the agent of the otherin any respect,and each Partyisan independentcontractingentitywith respect to the terms, covenants, and conditions set forth in thisAgreement. This Agreement forms no partnership,jointventure,or other associationof any kind. The only relationshipbetween the Partiesisthatof a government entityregulatingtheDevelopment of privatepropertyby theowner or userof theproperty.
14.3 Cooperation.
Each Party shallcooperate with and provide reasonableassistance to the other Parties to the extentconsistentwith and necessaryto implement thisAgreement. Upon therequestof a Party at any time, the other Partiesshallpromptly execute, with acknowledgement or affidavitif reasonablyrequired,and fileor record the requiredinstrumentsand writingsand take any actions as may be reasonablynecessaryto implement thisAgreement or to evidence or consummate the transactionscontemplated by thisAgreement.
14.4 Estoppel Certificates.
At any time,eitherCity or any PropertyOwner may deliver written notice to the other Party requestingthat thatParty certifyin writing that, tothe best of itsknowledge: (i)this 22 16-44
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Agreement isin fullforceand effectand isbindingon theParty;(ii)thisAgreement has not been amended or modified eitherorally orin writingor, if thisAgreement has been amended, the Party providingthe certificationshallidentifythe amendments or modifications;and (iii)therequesting Partyisnot in Defaultin theperformance of itsobligationsunder thisAgreement and no event or situationhas occurredthatwith thepassageof timeor thegivingofNotiee or both would constitute a Default or,ifsuch isnot the case,then the other Party shalldescribethe natureand amount of the actualor prospectiveDefault.
The Partyrequestedto furnishan estoppelcertificateshall execute and return the certificate within thirty(30) days followingreceipt.Requests for theCity to furnishan estoppelcertificate shall include reimbursement for all administrative costsincurredby the City includingreasonable attorney’sfeesincurredby the City in furnishingan estoppelcertificate.
Rules of Construction.14.5
The singularincludesthe plural;the masculine and neuter include the feminine; “shall”is mandatory; and “may” ispermissive.
Time Is of the Essence.14.6
Time isof the essence regarding eachprovisionof thisAgreement as to which time isan element.
14.7 Waiver.
The failureby a Partyto insistupon thestrictperformanceof any of the provisionsof this Agreement by the otherParty,and failureby a Partyto exerciseitsrightsupon a Defaultby the otherParty,shallnot constitutea waiver of thatParty’srightto demand strictcompliance by the other Partyin the future.
14.8 Counterparts.
This Agreement may be executedin two or more counterparts,each of which shall be identicaland may be introduced in evidence or used for any otherpurpose without any other counterpart, butallof which shalltogetherconstituteone and the same agreement.
14.9 Entire Agreement.
This Agreement constitutesthe entireagreement between the Partiesand supersedes all prioragreements and understandings,both writtenand oral,between thePartieswith respecttothe subjectmatter addressedin thisAgreement.
14.10 Severability.
The Partiesintend that each and every obligationof the Partiesis interdependentand interrelatedwith the other, and if any provision of thisAgreement or the applicationof the provisionto any Party or circumstances shallbe held invalidor unenforceableto any extent,itis the intention of the Parties that the remainder of thisAgreement or the applicationof theprovision 23 16-45
November 12, 2025
to personsor circumstancesshallbe renderedinvalidor unenforceable. The Parties intend that neitherPartyshallreceiveany of thebenefitsof the Agreement withoutthe fullperformance by such Party of allof itsobligationsprovided for under thisAgreement. Without limitingthe generalityof the foregoing,the Partiesintendthata PropertyOwner shallnot receiveany of the benefits of this Agreement if such Property Owner’s obligationsare rendered void or unenforceable as the resultof any thirdparty litigation,and City shallbe freeto exerciseits legislativediscretiontoamend orrepealtheDevelopment Regulationsapplicableto such Property Owner and itsProperty and such Property Owner shallcooperate as required,despitethis Agreement, should thirdparty litigationresultin the nonperformance of Property Owner’s obligationsunder thisAgreement. The provisionsof thisSection14.10shallapply regardlessof whether the Effective Date occurs and after the Termination Date.
14.11 Construction.
This Agreement has been draftedafternegotiationand revision.City and PropertyOwners aresophisticatedpartieswho were representedby independentcounselthroughoutthenegotiations or City and PropertyOwners had theopportunitytobe so representedand voluntarilychose to not be so represented.City and PropertyOwners each agreeand acknowledge thatthe terms of this Agreement are fairand reasonable,taking into account theirrespectivepurposes, terms, and conditions. This Agreement shallthereforebe construed as a whole consistent with its fair meaning, and no principleor presumption of contractconstructionor interpretation,ifany, shall be used to construethe whole or any partof thisAgreement in favorof or againsteither Party.
14.12 Successors and Assigns: Constructive Notice and Acceptance.
The burdens of thisAgreement shallbe binding upon, and the benefitsof thisAgreement shallinure to, allsuccessors in interestto the Partiesto thisAgreement. All provisionsof this Agreement shallbe enforceableas equitableservitudesand constitutecovenants running with the land. Each covenant to do or refrainfrom doing some acthereunder with regardto Development of the Propertyor portionthereof:(i)isfor thebenefitof and isa burden upon the Property;(ii) runs with the Property;and (iii)isbinding upon each Party and each successorin interestduring itsownership of the Propertyor any portionthereof Every person or entitywho now or laterowns or acquiresany right,title,or interestin any partof the Projector the Property is and shallbe conclusivelydeemed to have consented and agreed to every provisionof thisAgreement. This Section 14.12appliesregardlessof whether theinstrumentby which such person or entityacquires the interestrefersto or acknowledges thisAgreement and regardlessof whether such person or entityhas expresslyentered into an assignment and assumption agreement as provided for in Article 12.
14.13 No Third-Party Beneficiaries.
The only Partiesto thisAgreement are City and Property Owners. This Agreement does not involveany thirdpartybeneficiaries,and itisnot intended and shall not be construed to benefit or be enforceableby any otherperson or entity.
24 16-46
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14.14 ApplicableLaw and Venue.
This Agreement shallbe construed and enforced consistentwith the internal laws of the Stateof California,without regardto conflictsof law principles.Any actionatlaw or in equity arisingunder thisAgreement or broughtby any Partyfor thepurpose of enforcing,construing,or determiningthevalidityof any provisionof thisAgreement shallbe filedand triedin the Superior Court of the County of Orange, Stateof California,or the United States District Court for the Central Districtof California.The Partieswaive allprovisionsof law providing for theremoval or change of venue to any othercourt.
14.15 Section Headings.
All sectionheadings and subheadingsareinsertedforconvenience only and shallnot affect constructionor interpretationof thisAgreement.
14.16 Incorporationof Recitalsand Exhibits.
All of the RecitalsareincorporatedintothisAgreement by thisreference.ExhibitsA and B areattachedto thisAgreement and incorporatedby this reference as follows:
EXHIBIT
DESIGNATION
DESCRIPTION
Legal Descriptionof PropertyA
Depictionof the PropertyB
C AffordableHousing Implementation Plan
14.17 Recordation.
The City Clerk of City shallrecordthisAgreement and any amendment, modification,or cancellationof thisAgreement in the Office of the County Recorder of the County of Orange withinthe periodrequiredby CaliforniaGovernment Code section65868.5 and City of Newport Beach Municipal Code section15.45.090. The date of recordationof thisAgreement shallnot modify or amend the EffectiveDate or theTermination Date. [Signaturepage follows]
25 16-47
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SIGNATURE PAGE TO
DEVELOPMENT AGREEMENT
PROPERTY OWNER
99 The IrvineCompany EEC,
a Delaware limitedliabilitycompany
By:
By:
(4
PROPERTY OWNER” AND “DEVEEOPER
99 MacArthur Court I EEC,
a Delaware limitedliabilitycompany
By:
By:
CITY
9944
CITY OF NEWPORT BEACH
By:
Joe Stapleton,Mayor
ATTEST:
Eena Shumway, City Clerk
APPROVED AS TO FORM:
AaronC.IHarp,CityJ^mey
A
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November 12, 2025
A notary publicor otherofficercompletingthiscertificateverifiesonly theidentityof theindividualwho signedthe document to which thiscertificateisattached, and not the truthfulness,accuracy,or validityof thatdocument.
State of California
County of Orange
)
)
, a Notary Public,
, who proved to me on the basis of
satisfactoryevidencetobe the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/theyexecuted the same in his/her/their authorized capacity(ies),and thatby his/her/theirsignature(s)on the instrumentthe person(s),or the entity upon behalf ofwhich the person(s)acted,executed the instrument. 1 certifyunder PENALTY OF PERJURY under the laws of the State of California that the foregoingparagraph istrueand correct.
, before me.On
personallyappeared
WITNESS my hand and officialseal.
Signature
A notary publicor otherofficercompleting thiscertificateverifiesonly the identityof the individualwho signed the document to which thiscertificateisattached,and not thetruthfulness,accuracy,or validityof thatdocument.
State of California
County of Orange
)
)
, before me. , a Notary Public,
, who proved to me on the basis of
satisfactoryevidencetobe 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 thatby his/her/theirsignature(s)on the instrumentthe person(s),or the entity upon behalf ofwhich theperson(s)acted,executed the instrument.
On
personallyappeared
1 certifyunder PENALTY OF PERJURY under the laws of the State of California that the foregoingparagraph istrueand correct.
WITNESS my hand and officialseal.
Signature
US-DOCS\ 159466499.20
16-49
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
The Land referred to herein below is situated in the City of Newport Beach, County of Orange, State of California,and isdescribed as follows:
PARCEL A:
PARCEL 1 OF PARCEL MAP NO. 84-716, IN THE CITY OF NEWPORT BEACH, COUNTY
OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 196, PAGE 40 THROUGH 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL B:
PARCEL I, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 68, PAGE 19 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL C:
PARCELS 2, 3 AND 4 OF PARCEL MAP NO. 84-716, IN THE CITY OF NEWPORT BEACH,
COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A PARCEL MAP FILED IN BOOK 196, PAGES 40 THROUGH 43 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
APNs:
445-121-14 (AffectsParcelA)
445-121-05 (AffectsParcelB)
445-121-15 (AffectsParcel2 of ParcelC)
445-121-16 (AffectsParcel3 of ParcelC)
445-121-17 (AffectsParcel 4 of ParcelC)
US-DOCS\ 159466499.20
16-50
EXHIBIT B
DEPICTION OF PROPERTY
US-DOCS\159466499.20
16-51
EXHIBIT C
Affordable Housing Implementation Plan
[attached hereto]
16-52
MACARTHUR COURT
AFFORDABLE HOUSING
IMPLEMENTATION PLAN
Prepared For:
The City of Newport Beach
September 2025
16-53
Contents
Introduction
Background
AffordableHousing Plan
Proposed Plan
Number of Affordable Units/Income Levels
Implementation
Conclusion
ConsistencywithHousingElement
Amendments to the AHIP
Authority
I.
1 3II.
3 3
4 4
HI. 5
5IV.
V. 5
Figures
Exhibit 1 - MacArthur Court 2
MacArthur Court
Affordable Housing Implementation Plan
i
16-54
I. Introduction
The MacArthur Court projectapproval by the City of Newport Beach will implement the goals and policiesof the City’sGeneral Plan.With the project,MacArthur Court, as shown on Exhibit 1,will consistof a mixed-use officeand residentialcommunity with retaillocatedatthe strategicintersection of MacArthur Boulevard and Campus Drive intheCity’sAirportArea, a regionalcentercomprised of professionaloffice,residential,retail,recreationand hoteluses in proximityto John Wayne Airport.
The subjectpropertyislocatedwithinthe HO-1 subarea(AirportArea Environs Area) as identifiedin Newport Beach Municipal Code Sections20.80.025(Housing Opportunity Overlay Zoning Districts maps) and 20.28.050 (Housing Oopportunity(HO) Overlay Zoning Districts)including4665, 4675, 4680, 4685, and 4695 MacArthur Court and 4770 Campus Drive.
With the project, atotalof 700 residential unitsmay be developed on MacArthur Court.The City has not adopted an inclusionaryhousing policy.However, the City is encouraging new residential development projectsto provide affordablehousing.This Affordable Housing Implementation Plan (AHIP) outlineshow affordablehousing willbe provided relative to the 700 new residential units allowed at MacArthur Court.
Background
On September 13,2022, theNewport Beach City Council adopted the 6th Cycle Housing Element for the 2021-2029 planning cycle in response to the Regional Housing Needs Assessment (RHNA) allocation.The Housing Element identifiesmoderate income households as those with annual incomes between 81% and 120% of the County median household income. Low-income households are those with annual incomes between 51% and 80% of the County median household income. Very-low income households are those with annual incomes between 31% and 50% of the County median household income. Extremely low-income households are those with annual incomes of 30% or less of the County median household income. While the Housing Element does not requirean AHIP, this document has been preparedto outlinehow the development willmeet the City’saffordablehousing goal.
The Southern CaliforniaAssociation of Governments (SCAG) preparesthe state-mandatedRHNA.
The RHNA quantifiestheneed forhousing withineachjurisdictionduringspecifiedplanningperiods.
The City’s General Plan Housing Element must include its“fairshare” regionalhousing needs allocationfor allincome groups which must be updated periodically.The most recentlypublished SCAG RFTNA identifiesthe City allocationas follows:
Total allocationbetween 10/15/2021 and 10/15/2029-4,845 units Very-low income allocation- 30% (1,456units)
Low-income allocation- 19% (930 units)
Moderate-income allocation- 22% (1,050 units)
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Exhibit 1 - MacArthur Court
MacArthur Court
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Affordable Housing Plan
Proposed Plan
This AffordableHousing ImplementationPlan includesthe followingplan.
Constructionof New AffordableHousing UnitsA.
IrvineCompany owns property withinNewport Beach thatwould allow for thedevelopment of new affordablehousing.IrvineCompany proposesto identifyan appropriatesitefor thedevelopment of affordablehousing and to develop a new affordablehousing project.Due to land costs, thelocation may be located outsideof the AirportArea.
The unitsmust be soldor rentedto households qualifyingas very-low or low-income households.The annualizedrentschargeableforoccupancy of the AffordableUnits shallnot exceed thirtypercent (30%) of the Very-Low or Low-income limits.The restrictionon these units- for example, tenant selectionprocedures,monitoring- willbe included in an affordablehousing agreement,which shall be submittedforreview and approval by the City Attorney and recordedagainstthe property(ies).
Dedicationof Propertyto the CityB.
If IrvineCompany isunable to constructnew affordablehousing units asdescribedin Section11.A above and ina manner consistentwith the Implementationterms below, IrvineCompany shalldedicate landto the City,which could includeland not currentlyzoned for residential use, for thepurpose of futureaffordablehousing development.The siteshallbe of adequatesizeto allow forconstructionof at least49 affordablehousing unitsatan assumed densityof 20-50 dwellingunitstothe acre.The site shallbe freeof any restrictionssuch as easements,covenants, conditions, or other restrictionsthat would preclude or make financiallyinfeasiblethe development of the intendedaffordablehousing development as determined by the City. The City shallcoordinatewith IrvineCompany regarding design.Notwithstandingany covenants,conditionsor other restrictions,the City shallbe the final review authorityregardingdesignof the building(s)and property.
C. Fee Payment
In the event thatconstructionof new affordablehousing units as described in Section II.A above, or dedication of propertyas described in Section II.Babove, isnot possible,IrvineCompany shallpay the City an affordablehousing in-lieufee of $36,690 per market-rateunitconstructed.Ifthe City determines that the conditions in Sections II.A and II.Babove cannot be met, the feeforany market- rate unit that has received a building permit shallbe paid to the City within 90 days of said determination.For any remaining market-rateunits tobe constructed,the in-lieufee shallbe paid at the time of building permitissuance.
Number and Type of Affordable Units
The IrvineCompany proposes to build new affordablehousing unitswhich equate to 7% of new market-ratehousing unitsbuiltat MacArthur Court.IrvineCompany shallbe permittedto construct conventionalaffordablehousing or senioraffordablehousing. IrvineCompany shallbe requiredto buildthe number of affordablehousing unitsequivalentto 7% of new market-rate residential units permitted.IrvineCompany iscontemplating the constructionof approximately 700 new market-rate residentialunitsatMacArthur Court,which would requireconstruction of 49 new affordable units. If MacArthur Court
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additionalaffordableunits areprovided(or land isdedicated that will accommodate more affordable housing units)inexcess ofthe 7% requirement,IrvineCompany shallbe allowed to offsetany future residentialdevelopment againsttheexcessaffordableunitsprovided.
Implementation
The new affordablehousing unitsshallbe constructedon a singlesite(which may includeadditional new affordablehousing units that areintendedto meet the affordablehousing requirementsrelatedto otherprojectsin the City)and may be implemented in a singlephase or in multiplephases.Irvine Company shallsecurethe firstapproved buildingpermit(i.e.issued)from the City by January 31, 2029, for theaffordablehousing unitsrequiredunder thisAHIP (SectionII.A),unlessthe deadlineis extended by the Directorof Community Development upon mutual consentof the parties.
Conclusion
Implementation of thisAHIP willresultin the availabilityof affordablehousing units as identified above withinthe City of Newport Beach inaccordance with theCity’sHousing Element.
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III. Consistency with Housing Element
The City of Newport Beach adopted a Housing Element Implementation Plan in 2024. A Housing Element was included in the General Plan in accordance with statelaw. The Housing Element was updated in 2022 and amended in 2024. The Housing Element identifiesgoals and programs for the provisionof affordablehousing in the City.The AHIP isintendedto meet the specificgoals of the Housing Element as follows:
Housing Goal #3 A varietyofhousing types,designs,and opportunitiesfor allsocialand economic segments.
Housing Policy 3.1 Encourage preservation of existingand provision of new housing affordableto extremelylow-,very low-, low-,and moderate-income households.
The AHIP supports the City’s requirement for the provision of affordablehousing for all new residentialdevelopment.The IrvineCompany has prepareda Development Agreement inaccordance with thisPolicy/Program.
Housing Goal #5 PreservationoftheCity’shousing stockfor extremelylow-,very low-, low-,and moderate-income households.
Housing Policy 5.1 Continue or undertakethefollowingprograms tomitigatepotentiallossof ‘‘atrisk” units due to conversion to market-rate units. These effortsutilizeexisting Cityand localresources.They includeeffortstosecure additionalresourcesfrom publicand privatesectorsshould theybecome available.
The affordablehousing providedper theAHIP willincreasethe City’saffordablehousing stock.The units will be deed-restricted to remain affordable for a periodof 55 years.In addition,the developer willprovideperiodicreportsintheform requiredby theCity.The provisionoftheaffordablehousingunits willassisttheCityinmeetingHousing ElementGoal # 1:Provisionof adequatesitestoaccommodate projected housingunitgrowthneedsidentifiedby the2021-2029RHNA.
In conclusion,theAHIP isconsistentwiththerelevantgoalsand programs inthe City’s2022 GeneralPlan Housing Element.
IV. Amendments to the AHIP
This AHIP may be amended with theapprovalof theCity Council.
V. Authority
The AHIP has been adopted by the City of Newport Beach per ResolutionNo. 2025- on the 18th day of November, 2025.
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Exhibit “C”
CEQA CONSISTENCY ANALYSIS PREPARED BY T&B PLANNING INC.
DATED OCTOBER 2025
https://ecms.newportbeachca.gov/WEB/DocView.aspx?id=3187695&dbid=0&repo=CNB
Appendix A – Mitigation, Monitoring, and Reporting Program (“MMRP”) Applicability Matrix:
https://ecms.newportbeachca.gov/WEB/DocView.aspx?id=3187694&dbid=0&repo=CNB
Appendix B – Water Supply Assessment (WSA):
https://ecms.newportbeachca.gov/WEB/DocView.aspx?id=3187693&dbid=0&repo=CNB
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