HomeMy WebLinkAbout16 - Amendment to Development Agreement No. DA2012-003 for the Uptown Newport Planned Community Located at 4311 Jamboree Road (PA2024-0078)Q �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
October 8, 2024
Agenda Item No. 16
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Seimone Jurjis, Assistant City Manager/Community Development
Director - 949-644-3232, sjurjis@newportbeachca.gov
PREPARED BY: Rosalinh Ung, Principal Planner - 949-644-3208,
rung@newportbeachca.gov
TITLE: Ordinance No. 2024-24: Approving of the Second Amendment to
Development Agreement No. DA2012-003 for the Uptown Newport
Planned Community Located at 4311 Jamboree Road (PA2024-
0078)
ABSTRACT:
Shopoff Realty Investments (Shopoff) is requesting an amendment to Development
Agreement No. DA2012-003 (DA), to allow excess park in -lieu fee credits to be applied
towards applicable public benefit fee obligations as specified by the DA for residential
projects located within the Uptown Newport Planned Community in the Airport Area
(Project). For the City Council's consideration is the introduction of an ordinance
approving the Second Amendment to the DA.
RECOMMENDATIONS:
a) Conduct a public hearing;
b) Find that all significant environmental concerns for the Project have been addressed
in the previously certified Environmental Impact Report No. ER2012-001 (SCH
No. 2010051094), First Addendum No. ER2012-001, and Second Addendum
No. ER2020-001; and
c) Waive full reading, direct the City Clerk to read by title only, introduce Ordinance
No. 2024-24, An Ordinance of the City Council of the City of Newport Beach,
California, Approving of the Second Amendment to Development Agreement
No. DA2012-003 for the Uptown Newport Project Located at 4311-4321 Jamboree
Road (PA2024-0078), and pass to second reading on October 22, 2024.
DISCUSSION:
The subject property is located in the Airport Area and is approximately 25.05 acres in
size. The site is surrounded to the north, west and south by commercial/office uses within
the Koll Center Newport office park. Jamboree Road borders the eastern property line
and the University of California, Irvine North Campus.
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Approving of the Second Amendment to Development Agreement No. DA2012-003
for the Uptown Newport Planned Community Located at 4311 Jamboree Road
October 8, 2024
Page 2
Uptown Newport Planned Community (PC-58) Project Approval
On March 12, 2013, the City Council adopted Ordinance No. 2013-5, among other
entitlement applications, for the adoption of Uptown Newport Planned Community
(PC-58) consisting of removing existing office and industrial uses in two primary phases
and constructing a mixed -use planned community consisting of 1,244 residential units,
11,500 square feet of neighborhood -serving retail space, and approximately two acres of
public park.
Phase 1 includes 680 residential units and a one -acre neighborhood park and is nearly
completed with a total of 548 residential units allotted to One Uptown Newport, Parkhouse
Residences, and Uptown Newport Residences projects in various improvement stages.
The one -acre park is complete and open to the public. Of the 132 remaining unbuilt units
in Phase 1, 77 units have been transferred to the Residences at Bristol Street project
(PA2021-161) located in the Airport Area and 55 units will be transferred to Phase 2, as
allowed by PC-58.
Phase 2 is currently occupied by TowerJazz Semiconductor and its ancillary uses. Timing
for Phase 2 construction is contingent on the existing lease with the TowerJazz facility,
which has been extended to March 2027. This phase anticipates development of a total
of 619 residential units inclusive of un-built units transferred from Phase 1, 11,500 square
feet of retail space transferred from Phase 1, and a remaining one -acre public park.
Figure 1 below illustrates the approved phasing plan for PC-58; and the locations of
approved/improved residential projects and a one -acre public park in Phase 1.
Phase Park
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1
Uptown Newport -Phasing Plan
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V Figure 1
._._._....W..W..-.._.,......
Phase 2r
.Phase 2 perk
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Approving of the Second Amendment to Development Agreement No. DA2012-003
for the Uptown Newport Planned Community Located at 4311 Jamboree Road
October 8, 2024
Page 3
Development Agreement (DA2012-003) — 2013 Approval
In addition to the PC-58 approval, the City Council adopted Ordinance No. 2013-6
approving Development Agreement No. DA2012-003 which vests development approvals
to allow build -out of the project site under development standards and requirements in
place at the time of project approval. The term of the DA is 15 years, with two five-year
extensions. The DA became effective on April 11, 2013, and its earliest expiration could
be in 2028 with no extensions.
The public benefits of the DA are listed below:
• Payment of a public benefit fee of $32,500 per residential dwelling unit, adjusted
annually based on the Consumer Price Index (CPI). With adjustments, the fee is
currently $44,380/unit;
• Park land dedication and improvements consistent with applicable State law and
Municipal Code provisions, including the dedication, improvement and perpetual
private maintenance of over two acres of on -site public parkland;
• Improvement of private open space, including paseos and urban plazas accessible
to the public and connecting Uptown Newport to surrounding properties to promote
connectivity and pedestrian travel in the Airport Area; and
• Construction of 102 affordable (very -low income) housing units.
First Amendment to DA2012-003
On May 12, 2015, the City Council adopted Ordinance 2015-11 to approve the First
Amendment to DA (PA2015-015) to allow deferring the payment of public benefit fees to
the City of Newport Beach from the issuance of building permits to the issuance of
certificates of occupancy, as an option; and the payment of fees in -lieu of parkland
dedication for all units at the issuance of the first building permit for any unit in a final
subdivision map to the issuance of building permits on a per unit basis. The approved
First Amendment has no impact on the PC-58 development, the overall terms, condition
or development rights specified in the DA; other than the timing of subject payments.
Park Dedication Requirements and Credits
Overall, development of PC-58 requires a total of 13.62 acres of parkland. With the
dedication and completion of the two required parks (2.049 ac), the remaining
11.571 acres of parkland are to be satisfied through the payment of in -lieu park fees in
the amount of $19,941.07 per residential unit.
Shopoff is eligible to receive credits against the payment of park in -lieu fees. Specifically,
General Plan Land Use Element Policy LU 6.15.16, Chapter 19.52, and the DA provide
for the following three potential credits to park in -lieu fees based on the value of: 1) full
construction and improvement costs for completed on -site public parks; 2) up to 30% of
on -site open space developed within each individual residential project within PC-58
where it is accessible to the public during daylight hours, visible from public rights -of -way,
and is of sufficient size to accommodate recreational use by the public; and, 3) up to
20% of private recreational amenities constructed within each individual residential
project within PC-58.
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Approving of the Second Amendment to Development Agreement No. DA2012-003
for the Uptown Newport Planned Community Located at 4311 Jamboree Road
October 8, 2024
Page 4
To date, the City has considered and approved two park in -lieu fee credit requests as
described below:
• 2017 Approval Park In -Lieu Fees and Credits: On April 11, 2017, the City Council
approved Resolution No. 2017-23 to approve a park in -lieu fee credit in the amount
of $7,144,965 for the provision of private recreational facilities and public
recreational open space areas within the One Uptown Newport project and an
estimate of public park construction costs of the Phase 1 park. This fee credit has
been given to the One Uptown Newport apartment project.
• 2021 Approval Park In -Lieu Fees and Credits: On October 27, 2021, the
Community Development Director approved Staff Action Letter (PA2021-165) that
identified residual park fees and park in -lieu fee credits for the Phase 1 Park
construction costs, the provision of public recreational open space areas around
and between the approved Parkhouse Residences and the Uptown Newport
Residences projects and their individual private recreational facilities. The total
estimated remaining maximum park in -lieu fee credit would be $824,637.32 and it
would be used towards future residential projects in Phase 2, since Phase 1 will
be completed upon completion of the two above -mentioned residential projects.
Presently, the DA does not provide for any residual park in -lieu fee credit to be applied
towards the payment of required public benefit fees. Any remaining park in -lieu fee credit
can only be applied towards future park in -lieu fee payment for future units developed in
Phase 2.
Reauested Amendment
Shopoff requests to amend the DA to allow excess park in -lieu fee credits to be used
towards the developer's public benefit fee obligations for residential projects located
within PC-58 (Attachment No. B).
As proposed, upon the City's receipt of a complete application for such request with
applicable fees including any additional information deemed necessary required by the
City, the Community Development Department director will consider the request and
issue a decision within 60 days. The Community Development director's decision will be
based on whether the request is in compliance with all obligations under the DA and/or
applicable condition(s) of approval, including completion of all on -site parks, public
recreational open space areas and private recreational amenities, and payment of park
in -lieu fees required under Section 3.2.1 of the DA.
For the 30-unit Parkhouse Residences project, the applicant will be responsible for paying
a Public Benefit Fee in the amount of $1,331,426.10 ($44,380.87/unit) prior to the
issuance of a Certificate of Occupancy which is anticipated to occur in October/November
of 2024. Of the $824,637 unused credit, only $299,116 is attributed to credits associated
with the Parkhouse development and would be available as a credit towards the public
benefit fee obligations for this project if the DA Amendment is approved. Shopoff would
still be required to pay the difference of $1,032,310.10.
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Approving of the Second Amendment to Development Agreement No. DA2012-003
for the Uptown Newport Planned Community Located at 4311 Jamboree Road
October 8, 2024
Page 5
The remaining $598,232 of unused credits is associated with the 60-unit Uptown Newport
Residences project yet to be constructed. If the requested DA amendment is approved,
Shopoff may apply the remaining unused credit towards the public benefit obligations for
that project, currently estimated to be approximately $2,662,852.20. Shopoff would pay
the difference of $2,064,620.20.
It should be noted that this DA was the first negotiated for new residential development
in the Airport Area of the city. The required public benefit fee of $44,380 is higher
compared to a lower range of $13,500 to $24,000 per residential unit for the more -recently
approved residential projects in the Airport Area. Therefore, Shopoff has requested this
amendment to help offset its overall development costs.
Planning Commission Review and Recommendation
On September 5, 2024, the Planning Commission conducted a duly noticed public
hearing to consider the Project. The Planning Commission discussed the merits of the
Project including the application of park in -lieu fee credits. At the conclusion of the public
hearing, the Planning Commission unanimously voted (6 ayes and 1 absent) to adopt
Resolution No. PC2024-017, recommending the City Council approve the Project. The
Planning Commission staff report, meeting minutes, and resolution are included for
reference as Attachment Nos. C, D and E.
FISCAL IMPACT:
If the DA amendment is approved, the City will forgo the collection of $824,637 in
unrestricted Public Benefit Fees.
ENVIRONMENTAL REVIEW:
All significant environmental concerns for the proposed project have been addressed in
the previously certified Environmental Impact Report No. ER2012-001 (SCH
No. 2010051094), First Addendum No. ER2012-001, and Second Addendum No.
ER2020-001, and the City of Newport Beach intends to use said documents for the above
noted project, and further that there are no additional reasonable alternative or mitigation
measures that should be considered in conjunction with said project. The previously
prepared environmental documents for the Uptown Newport project are available for
public review at www.newportbeachca.gov/CEQA.
NOTICING:
Notice of this hearing was published in the Daily Pilot, mailed to all owners of property
within 300 feet of the boundaries of the site (excluding intervening rights -of -way and
waterways) including the applicant, and posted on the subject property at least 10 days
before the scheduled meeting, consistent with the provisions of the Municipal Code.
Additionally, the item appeared on the agenda for this meeting, which was posted at City
Hall and on the City website.
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Approving of the Second Amendment to Development Agreement No. DA2012-003
for the Uptown Newport Planned Community Located at 4311 Jamboree Road
October 8, 2024
Page 6
ATTACHMENTS:
Attachment A
— Ordinance No. 2024-24
Attachment B
— Applicant's Letter of Request
Attachment C
— Planning Commission Staff Report (no attachments)
Attachment D
— Planning Commission Meeting Minutes
Attachment E
— Planning Commission Resolution No. PC2024-017
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Attachment A
Ordinance No. 2024-24
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ORDINANCE NO. 2024-24
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF NEWPORT BEACH, CALIFORNIA, APPROVING OF
THE SECOND AMENDMENT TO DEVELOPMENT
AGREEMENT NO. DA2012-003 FOR THE UPTOWN
NEWPORT PROJECT LOCATED AT 4311-4321
JAMBOREE ROAD (PA2024-0078)
WHEREAS, Section 200 of the City of Newport Beach ("City") Charter vests the
City Council with the authority to make and enforce all laws, rules, and regulations with
respect to municipal affairs subject only to the restrictions and limitations contained in
the Charter and the State Constitution, and the power to exercise, or act pursuant to
any and all rights, powers and privileges, or procedures granted or prescribed by any
law of the State of California;
WHEREAS, an application was filed by TSG-Parcel 1, LLC. ("Applicant') with
respect to a 25.05-acre property located at 4311-4321 Jamboree Road, legally
described as Parcels 1 through 4 of Parcel Map No. 2013-108 ("Property');
WHEREAS, the Applicant proposes to amend Development Agreement No.
DA2012-003 ("DA"), to allow excess park in -lieu fee credits to be applied towards
applicable public benefit fee obligations as specified in the DA for residential projects
located within the Uptown Newport Planned Community ("Project');
WHEREAS, the Property is designated Mixed -Use Horizontal 2 (MU-H2) by the
General Plan Land Use Element and located within the Uptown Newport Planned
Community Zoning District (PC-58);
WHEREAS, the Property is not located within the coastal zone; and therefore, a
coastal development permit is not required;
WHEREAS, the Newport Beach City Council ("City Council") adopted Ordinance
No. 2013-5 on March 12, 2013, approving the Uptown Newport Planned Community
Development Plan ("Uptown Newport PC");
WHEREAS, the City Council adopted Ordinance No. 2013-6 on March 12, 2013,
approving the DA for the development of up to 1,244 residential dwelling units, 11,500
square feet of retail commercial uses and 2.05 acres of parklands which took effect on
April 11, 2013;
Ordinance No. 2024-
Page 2 of 6
WHEREAS, the DA is dated March 12, 2013, for reference purposes, and was
recorded in the Official Records of Orange County on March 26, 2013, as document
number 2013000180939;
WHEREAS, the Applicant transferred ownership of individual parcels that
comprise the entire Property on February 14, 2014, and assigned the DA as it pertains
to Parcel 1 to TSG-Parcel 1, LLC, a Delaware limited liability company; as it pertains to
Parcels 2 and 4 to Uptown Newport Jamboree, LLC, a Delaware limited liability
company; and as it pertains to Parcel 3 to TPG/TSG Venture I Acquisition, LLC, a
Delaware limited liability company ("Landowners") with all Landowners agreeing to be
bound by all the terms, covenants and conditions relating to the Property;
WHEREAS, the City Council adopted Ordinance No. 2015-11 on May 12, 2015,
approving the First Amendment to the DA to amend the following sections:
a. Section 3.1: To defer the payment of public benefit fees to the City from the
issuance of building permits to the issuance of certificates of occupancy; and
b. Section 3.2.1: To defer the payment of fees in -lieu of parkland dedication for
all units at the issuance of the first building permit for any unit to the issuance
of building permits on a per -unit basis;
WHEREAS, the City Council adopted Resolution No. 2017-23 on April 11, 2017,
approving a park in -lieu fee credit in the amount of $7,144,965 for the provision of
private recreational facilities and public recreational open space areas within the One
Uptown Newport apartment project and an estimate of public park construction costs of
Phase 1 park in Uptown Newport PC;
WHEREAS, the Community Development Director approved Staff Action Letter
(PA2021-165) on October 27, 2021, identifying residual park fees and park in -lieu fee
credits for the Phase 1 park construction costs, the provision of public recreational open
space areas around and between the Parkhouse Residences and the Uptown Newport
Residences projects and their individual private recreational facilities with the total
estimated remaining maximum park in -lieu fee credit that can be given and applied
towards future park in -lieu fee payment within Uptown Newport PC of approximately
$824,637;
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Ordinance No. 2024-
Page 3 of 6
WHEREAS, the Deputy Community Development Director issued a letter on
January 20, 2022, denying a request to have the remaining park in -lieu fee credits
available from Uptown Newport PC Phase 1 development in the amount of $824,637 to
be applied towards public benefit fees to be paid by the Parkhouse Residences project
as the DA does not provide for any credit to public benefit fees;
WHEREAS, Section 3.1 of the DA provides for public benefit fees to be adjusted
annually based on a consumer price index factor but does not provide for any credit to
public benefit fees;
WHEREAS, the Applicant submitted an application on May 7, 2024, requesting
an amendment to the DA to allow park in -lieu fee credits be applied towards public
benefit fees;
WHEREAS, the Second Amendment to the Development Agreement ("Second
Amendment"), which would authorize park in -lieu fee credits to be applied towards
public benefit fees in certain limited circumstances, is attached hereto as Exhibit "A,"
and incorporated herein by reference;
WHEREAS, a public hearing was held by the Planning Commission on
September 5, 2024, in the Council Chambers at 100 Civic Center Drive, Newport
Beach, California. A notice of the time, place, and purpose of the hearing was given in
accordance with Government Code Section 54090 et seq. ("Ralph M. Brown Act") and
Chapters 15.45 (Development Agreements) and 20.62 (Public Hearings) of the Newport
Beach Municipal Code ("NBMC"). Evidence, both written and oral, was presented to and
considered by, the Planning Commission at this hearing;
WHEREAS, at the hearing, the Planning Commission adopted Resolution No.
PC2024-018 by a unanimous vote (6 ayes, 1 absent), recommending the City Council
approve the Project;
WHEREAS, a public hearing was held by the City Council on October 8, 2024,
in the City Council Chambers located at 100 Civic Center Drive, Newport Beach. A
notice of time, place and purpose of the public hearing was given in accordance with the
Ralph M. Brown Act, Chapters 15.45 (Development Agreements) and 20.62 (Public
Hearings) of the NBMC. Evidence, both written and oral, was presented to, and
considered by, the City Council at this hearing;
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Ordinance No. 2024-
Page 4 of 6
WHEREAS, the City Council finds the Second Amendment is consistent with the
General Plan and the Uptown Newport Planned Community Development Plan (PC-58),
Municipal Code and Subdivision Map Act as the Second Amendment will continue to
allow the development of a mixed -use community, containing a mix of housing types,
supporting retail and active parklands, consistent with the land uses, densities and
intensities of the Uptown Newport PC which is the zoning document for the Project, the
General Plan Land Use designation of Mixed -Use Horizontal-2 and the Airport Business
Area Integrated Conceptual Development Plan;
WHEREAS, the City Council finds the changes included in the Second
Amendment allow the Landowners, in the event the Landowners complete parkland
dedication and improvements which consist of on -site parks, public recreational open
space areas and private recreational amenities, and credits have been identified in
connection with the completion of those parkland dedication and improvements that
exceed any remaining park in -lieu fee requirements ("unused credits"), to submit an
application to the City to use the unused credits, or a portion thereof, towards the
Landowners' public benefit fee obligations set forth in Section 3.1 or Section 3.2.1 of the
DA; and
WHEREAS, the City Council finds these changes do not add any lots, units,
building sites or structures to the Project and does not change the approved design or
uses allowed by the Uptown Newport PC. The park in -lieu fee payments and parkland
dedication will remain a requirement for Uptown Newport PC.
NOW THEREFORE, the City Council of the City of Newport Beach ordains as
follows:
Section 1: The Second Amendment to Development Agreement No. DA2012-
003, which is attached hereto as Exhibit 'A" and incorporated herein by reference, is
hereby approved.
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Ordinance No. 2024-
Page 5 of 6
Section 2: All significant environmental concerns for the Project have been
addressed in the previously certified Environmental Impact Report No. ER2012-001
(SCH No. 2010051094), First Addendum No. ER2012-001, and Second Addendum No.
ER2020-001, in compliance with the California Environmental Quality Act ("CEQA") set
forth in California Public Resources Code Section 21000 et seq.; CEQA's implementing
regulations set forth in CCR Title 14, Division 6, Chapter 3 ("CEQA Guidelines") and
City Council Policy K-3 (Implementation Procedures for the California Environmental
Quality Act) to ensure that the Project will not result in new or increased environmental
impacts.
The City Council finds that judicial challenges to the City's CEQA determinations
and approvals of land use projects are costly and time consuming. In addition, project
opponents often seek an award of attorneys' fees in such challenges. As project
applicants are the primary beneficiaries of such approvals, it is appropriate that such
applicants should bear the expense of defending against any such judicial challenge,
and bear the responsibility for any costs, attorneys' fees, and damages which may be
awarded to a successful challenger.
Section 3: The recitals provided in this ordinance are true and correct and are
incorporated into the substantive portion of this ordinance.
Section 4: If any section, subsection, sentence, clause or phrase of this
ordinance is for any reason held to be invalid or unconstitutional, such decision shall not
affect the validity or constitutionality of the remaining portions of this ordinance. The
City Council hereby declares that it would have passed this ordinance and each section,
subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or
more sections, subsections, sentences, clauses or phrases be declared invalid or
unconstitutional.
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Ordinance No. 2024-
Page 6 of 6
Section 5: 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 8th day of October, 2024, and adopted on the 22nd day
of October, 2024, by the following vote, to -wit:
AYES:
NAYS:
ABSENT:
WILL O'NEILL, MAYOR
ATTEST:
LEILANI I. BROWN, CITY CLERK
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
0" ram (_ r._"
AA ON C. HARP, ClATTORNEY
Attachment: Exhibit A — Second Amendment to Development Agreement
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: City Clerk
Exhibit A
(Space Above This Line Is for Recorder's Use Only)
This Agreement is recorded at the request and for
the benefit of the City of Newport Beach and is
exempt from the payment of a recording fee
pursuant to Government Code Sections 6103 and
27383.
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
between
CITY OF NEWPORT BEACH
and
TSG-PARCEL 1, LLC, TPG/TSG VENTURE I ACQUISITION, LLC, AND
UPTOWN NEWPORT JAMBOREE, LLC
CONCERNING UPTOWN NEWPORT PROPERTY
1238697.3
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SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
(Pursuant to Newport Beach Municipal Code Chapter 15.45 and California Government
Code sections 65864-65869.5)
This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (the "Second
Amendment") is dated for reference purposes as of the day of , 2024 (the
"Amendment Date"), and is being entered into by and between the CITY OF NEWPORT
BEACH ("City"), on the one hand, and TSG-Parcel 1, LLC, a Delaware limited liability
company, TPG/TSG Venture I Acquisition, LLC, a Delaware limited liability company and
Uptown Newport Jamboree, LLC, a Delaware limited liability company (collectively, the
"Landowner" or "Landowners"), on the other. City and Landowners are sometimes
collectively referred to in this Second Amendment as the "Parties" and individually as a
"Party."
ty.
RECITALS
A. Uptown Newport LP, a Delaware limited partnership was the owner of that
certain real property located in the City of Newport Beach, County of Orange, State of California
commonly referred to as Uptown Newport, located at 4311-4321 Jamboree Road (Assessor
Parcel Nos. 445-131-02 and 445-131-03) (the "Property").
B. City and Uptown Newport LP entered into that certain Development Agreement
dated March 12, 2013, for reference purposes and recorded in the Official Records of Orange
County on March 26, 2013, as document number 2013000180939 (the "Agreement'). All terms
not otherwise defined in this Second Amendment shall have the meanings given them in the
Agreement.
C. Uptown Newport, LP transferred ownership of individual parcels that comprise
the entire Property and assigned the Agreement as it pertains to Parcel 1 to TSG-Parcel 1, LLC, a
Delaware limited liability company; as it pertains to Parcel 3 to TPG/TSG Venture I Acquisition,
LLC, a Delaware limited liability company; and as it pertains to Parcels 2 and 4 to Uptown
Newport Jamboree, LLC, a Delaware limited liability company as recorded in the Official
Records of Orange County on February 14, 2014, as document numbers 2014000060354 and
2014000060352 (the "Partial Assignment' or "Partial Assignments").
D. With the transfer of ownership of Parcels 1-4, the legal description of the Property
as described in Exhibit "A" to the Agreement remains the same, however, new street addresses
and Assessor Parcel Nos. were established as set forth in Exhibit "C" to this Second
Amendment, which is attached hereto and incorporated herein by reference.
E. The City Council adopted Ordinance No. 2015-11 on May 12, 2015, approving
the First Amendment to Development Agreement ("First Amendment') adjusting provisions
related to the timing of payment of public benefit fees and park in -lieu fees which was recorded
in the Official Records of Orange County on July 6, 2015, as document number 2015000349840.
F. The Parties now wish to enter into this Second Amendment to allow the
Landowners, upon completion of parkland dedication and improvements, to submit an
-1- 1238697.3
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application to the City to use any unused fee credits, or a portion thereof, towards Landowners'
Public Benefit Fee obligations.
G. 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 Second
Amendment is consistent with the Development Agreement Ordinance.
H. This Second Amendment is consistent with the City of Newport Beach General
Plan, including without limitation the General Plan's designation of the Property as "Mixed -Use
Horizontal-2," Airport Business Area Integrated Conceptual Development Plan, and the Uptown
Newport Planned Community Development Plan.
I. On September 5, 2024, the Planning Commission held a properly noticed public
hearing on this Second Amendment and considered the testimony and information submitted by
City staff, Landowners, and members of the public. On September 5, 2024, consistent with
applicable provisions of the Development Agreement Statute and Development Agreement
Ordinance, the Planning Commission adopted Resolution No. PC2024-018, recommending the
City Council approve this Second Amendment.
J. In recognition of the significant public benefits that the Agreement, as amended,
provides, the City Council has found that this Second Amendment: (i) is consistent with the City
of Newport Beach General Plan as of the date of the Agreement, the First Amendment and this
Second Amendment; (ii) is in the best interests of the health, safety, and general welfare of City,
its residents, and the public; (iii) is entered into pursuant to, and constitutes a present exercise of,
City's police power; (iv) is consistent and has been approved consistent with the final
Environmental Impact Report (No. ER2012-001) (SCH#2010051094) ("EIR") that has been
certified by the City Council on or before the Agreement Date, which analyzed the
environmental effects of the proposed development of the Project on the Property, and all of the
findings, conditions of approval and mitigation measures related thereto; and (v) is consistent
and has been approved consistent with provisions of California Government Code section 65867
et seq. and Chapter 15.45 of the Newport Beach Municipal Code.
K. On October 8, 2024, the City Council held a properly noticed public hearing on
this Second Amendment and considered the testimony and information submitted by City staff,
Landowners, and members of the public. On October 22, 2024, consistent with applicable
provisions of the Development Agreement Statute and Development Agreement Ordinance, the
City Council held second reading and adopted Ordinance No. 2024- , finding the Second
Amendment to be consistent with the City of Newport Beach General Plan and approving this
Second Amendment.
AGREEMENT
NOW, THEREFORE, City and Landowners agree as follows:
1. A new Section 4.6 (Park In -Lieu Fee Credits) is hereby added to the Agreement
as follows:
2
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"4.6 Park In -Lieu Fee Credits.
Section 3.1 of this Agreement requires that a "Public Benefit Fee" be paid by
Landowners to the City in the amount of Thirty -Two Thousand Five Hundred
Dollars and 00/100 ($32,500.00) for every residential unit in the Project, which is
due and payable on a per -unit basis at the time of issuance of building permit or
certificate of occupancy (timing for payment in Landowners' discretion), which
amount increases beginning on January 1, 2015, pursuant to the First Amendment
to Development Agreement by the percentage increase in the CPI Index between
the Effective Date (as that term is defined in this Agreement) and said January 1 sc
date (the first "Adjustment Date") and further subject to subsequent increases on
January 1 st of each following year based the percentage increase in the CPI Index
in the preceding year.
In addition, Section 3.2.1 of this Agreement acknowledges that pursuant to
Government Code Section 66477 and Chapter 19.52 of the Newport Beach
Municipal Code, Landowners are required to construct certain park improvements
and to pay parkland dedication in -lieu fees in connection with the Project and that
Landowners are eligible to receive credits against the payment of park in -lieu fees
to be used for the limited purpose as a credit against the Landowners' park fee(s)
and/or park dedication requirements in accordance with General Plan Policy LU
6.15.16 for Public Recreational Open Space Areas, Section 19.52.030(B) of the
Municipal Code for On -Site Park construction and improvement costs, and
Section 19.52.080 of the Municipal Code for Private Recreational Amenities.
In the event Landowners complete Park Land, also referred to as Parkland,
Dedication and Improvements which consist of On -Site Parks, Public
Recreational Open Space Areas and Private Recreational Amenities, and credits
have been identified in connection with the completion of those park land
dedication and improvements that exceed any remaining park in -lieu fee
requirements, (the "Unused Credits"), Landowners may submit an application to
the City to apply the Unused Credits, or a portion thereof, towards Landowners
Public Benefit Fee obligations set forth in Section 3.1 or Section 3.2.1.
Upon the City's receipt of a complete application and applicable fees including
any additional requests for information that are deemed necessary by the City, the
Community Development Director shall issue his or her decision within sixty (60)
days. The Community Development Director's decision shall be based on
whether Landowners are in compliance with all obligations under this Agreement
and/or condition(s) of approval for the Project, including completion of all On -
Site Parks, Public Recreational Open Space Areas and Private Recreational
Amenities, and payment of park in -lieu fees required under Section 3.2.1.
Notwithstanding the foregoing, Landowners understand and agree that the park
land dedication fees collected pursuant to Government Code Section 66477
(Quimby Act), Chapter 19.52 of the Municipal Code and Section 3.2.1 of the
3
16-17
Agreement are only to be used for park -related purposes. Landowners understand
and agree that only the Unused Credit that exceed all park in -lieu fee
requirements are eligible as credits against the payment of park in -lieu fees
required in Section 3.2.1."
2. The City's address set forth in Section 13.1 (Notices) of the Agreement is hereby
amended as follows:
TO CITY: City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Manager
With a copy to: City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Attorney
3. All of the Recitals in this Second Amendment are incorporated into the
Agreement. Exhibits A and B are attached to the original Agreement and Exhibit C, which is
attached hereto and incorporated by reference to this Second Amendment. Exhibits A through C
are incorporated by reference to the Agreement, First Amendment and Second Amendment as
follows:
EXHIBIT
DESIGNATION
DESCRIPTION
A
Legal Description of Property
B
Depiction of the Property
C
Property Addresses and Assessor Parcel
Numbers
4. Full Force and Effect. Except as modified by this Second Amendment, the First
Amendment and Agreement shall remain in full force and effect.
5. Recitals. The Recitals set forth above are true and correct and incorporated
herein by reference.
6. Counterparts. This Second Amendment may be signed by the Parties in
different counterparts and the signature pages combined shall create a single document binding
on all Parties.
0
16-18
7. Recordation. The City Clerk of City shall record this Second Amendment in the
Office of the County Recorder of the County of Orange within the period required by California
Government Code section 65868.5 and City of Newport Beach Municipal Code section
15.45.100. The date of this Second Amendment and the date of recordation of this Second
Amendment shall not modify or amend the Effective Date or the Termination Date of the
Agreement.
[SIGNATURE PAGE FOLLOWS]
5
16-19
LANDOWNERS SIGNATURE PAGE TO
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
"LANDOWNERS"
UPTOWN NEWPORT JAMBOREE, LLC,
a Delaware limited liability company
Name:
Title:
Name:
Title:
TSG-PARCEL 1, LLC,
a Delaware limited liability company
Name:
Title:
Name:
Title:
TPG/TSG VENTURE I ACQUISITION, LLC,
a Delaware limited liability company
Name:
Title:
Name:
Title:
rtl
16-20
CITY SIGNATURE PAGE TO
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
"CITY"
CITY OF NEWPORT BEACH
Will O'Neill, Mayor
ATTEST:
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
Aaron C. Harp, City Attorney
Attachment: Exhibit C - Property Addresses and Assessor Parcel Numbers
7
16-21
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of }
On , 20 before me, , Notary Public,
personally appeared , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of
On , 20 before me, , Notary Public,
personally appeared , proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
16-22
EXHIBIT C
PROPERTY ADDRESSES AND ASSESSOR PARCEL NUMBERS
APNs:
445-134-01 thru 16, 18 thru 34, and 36
445-133-07 and 08
Addresses:
4141 Jamboree
4201 Jamboree
4301 Jamboree
4311 Jamboree
4321 Jamboree
4251, 4261, 4271, 4281, 4291 Uptown Newport Drive
4288 Half Dome Place
16-23
Attachment B
Applicant's Letter of Request
16-24
May 7, 2024
Jaime Murillo,
Acting Deputy Director
Community Development
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
RE: Uptown Newport Development Agreement Amendment Application
Dear Mr. Murillo:
Thank you for taking the time to meet with me to discuss a proposed Development
Agreement Amendment for the Uptown Newport Planned Community (Uptown). As we
discussed, the City previously determined that there are excess Park Fee Credits from the
development of Phase 1 of he Uptown project.
Uptown Newport Phase 1 Park In -Lieu Fee Credits were determined with Community
Development Director Action Letter PA2021-165 on October 27, 2021. This determination
identified Park Fee credits for the Parkhouse Residences (30 DU) and the USAI
Condominium (60 DU) projects, including credits for public park construction costs, private
recreational facilities, and public recreational open space areas. The remaining in -lieu
Park Fee credits are $824,637.32.
The City previously acknowledged that the excess Park Fee Credits can be used to offset
future Park In -Lieu Fees in Phase 2. We are providing the attached application and
proposed amendment to the Uptown Development Agreement to allow the excess Park
Fee Credits to be used to offset other Development Impact Fees of Public Benefit Fees
within the Uptown project.
A deposit fee of $5,000 and mailing labels will be provided under separate cover from this
letter. Please feel free to contact me at 949-302-4668 or brupp(cD-shopoff.com if you have
any questions or need any additional information.
Sincerely,
6 �.C" f
Brian G. Rupp
Executive Vice President — Real Estate
TSG-Venture 1, LLC
16-25
Attachment C
Planning Commission Staff Report
(no attachments)
16-26
ok-'r, PO
R CITY OF NEWPORT BEACH
�h PLANNING COMMISSION STAFF REPORT
September 5, 2024
41FOP. Agenda Item No. 3
SUBJECT: Uptown Newport (PA2024-0078)
■ Development Agreement No. DA2012-003, Second Amendment
SITE LOCATION: 4311 Jamboree Road
APPLICANT: TSG — Parcel 1, LLC
OWNER: TSG — Parcel 1, LLC
PLANNER: Rosalinh Ung, Principal Planner
949-644-3208 or rung@newportbeachca.gov
PROJECT SUMMARY
Amendment to Uptown Newport Development Agreement No. DA2012-003 (DA) to allow
excess park in -lieu fee credits to be applied towards the applicable public benefit fee
obligations as specified in the DA for residential projects located within the Uptown
Newport Planned Community (PC-58).
RECOMMENDATION
1) Conduct a public hearing;
2) All significant environmental concerns for the proposed project have been addressed
in the previously certified Environmental Impact Report No. ER2012-001 (SCH No.
2010051094), First Addendum No. ER2012-001, and Second Addendum No.
ER2020-001; and
3) Adopt Resolution No. PC2024-018 approving Uptown Newport Development
Agreement No. DA2012-003, Second Amendment (Attachment No. PC 1).
16-27
Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 2
VICINITY MAP
Subject
ti a:
Property
ti
Jif
a
aUy,r5PR17 f]R
sr ,
d
r
Y
b
LOCATION
GENERAL PLAN
ZONING
CURRENT USE
PC-58 (Uptown
Residential - Phase 1 &
ON -SITE
MU-H2 (Mixed -Use
Newport Planned
Industrial (TowerJazz
Horizontal 2)
Community)
Semiconductor) — Phase 2
PC 15 (Koll Center
NORTH
MU-H2
Newport Planned
Office Developments
Community)
SOUTH
UCI North Campus
UCI North Campus
UCI North Campus
Office/Commercial
EAST
MU-H2/UCI North
PC15 & UCI North
Developments & UCI North
Campus
Campus
Campus
WEST
MU-H2
PC 15
Office Developments
16-28
Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 3
INTRODUCTION
Proiect Settin
The subject property is located in the Airport Area and is approximately 25.05 acres in
size. Vehicular access to the project site is from Jamboree Road and Birch Street. The
site is surrounded to the north, west, and south by commercial/office uses within the Koll
Center Newport office park. Jamboree Road borders the eastern property line and the
University of California, Irvine North Campus.
Background
Uptown Newport Planned Community (PC-58) Project Approval
On March 12, 2013, City Council adopted Ordinance No. 2013-5, among other entitlement
applications, for the adoption of Uptown Newport Planned Community (PC-58) consisting
of removing existing office and industrial uses in two primary phases and constructing a
mixed -use planned community consisting of 1,244 residential units, 11,500 square feet
of neighborhood -serving retail space, and approximately two acres of public park.
Phase 1 is located on the westerly side of the property and includes 680 residential units
and a one -acre neighborhood park. This phase is nearly completed with a total of 548
residential units allotted to the following projects that are in various improvement stages:
• One Uptown Newport: a 458-unit apartment project inclusive of 92 affordable
units (completed and occupied);
• Parkhouse Residences: a 30-unit condominium project (near completion and
issuance of Certificate of Occupancy pending payment of public benefit fees);
• Uptown Newport Residences: a 60-unit condominium project (entitled); and
• Phase 1 Park: a one -acre public park (improved and open to public).
Of the 132 (680-548) remaining unbuilt residential units for this phase, 77 units have been
transferred to the Residences at Bristol Street project (PA2021-161) located in the Airport
Area and 55 units to be transferred to Phase 2, as allowed by PC-58.
Phase 2 is located on the easterly side of the property and currently occupied by
TowerJazz Semiconductor and its ancillary uses. Timing for Phase 2 construction is
contingent on the existing lease with the TowerJazz facility, which has been extended to
March 2027. This phase has a total of 619 residential units (564 originally planned + 55
un-built units transferred from Phase 1), 11,500 square feet of retail space transferred
from Phase 1, and a remaining one -acre public park.
16-29
Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 4
Exhibit 1 below illustrated the approved phasing plan for PC-58; and the locations of
approved/improved residential projects and 1-acre public park in Phase 1.
Exhibit 1
r--utlrill]11�111111nuarriuw�LlIDlniamnunlnuwuuuuur n.n��,iiuhuuiiuliiif�
-- r -
p�
l
i-
Phase
i Uptown Newport j
ltnn
-Residences
hOuse
j [Redences
-
�'
Phasal Park
PhasQ 2
=
Park —�
Phase..
�... }
Phare 1s :ii
Vf ?
,ueuuw
TS rrTlltii
One Uptown Newport Residences
Ai��;'.
(Retail componentoved to Phase 2)
Phase 1
Phase 2
Total
Number of Units:
680
564
1,244
Developable Area (ac):
8.74
9.72
18.46
~ Park Area (ac):
1.03
1.02
2.05
Retail (sf):
11,500
0
11,500
=-�A"I :ffP_. R EE=-R$w
Right of Way Area (ac):
3.24
1.30
4.54
J'
Total Area (ac):
13.01
12.04
25.05
Uptown Newport - Phasing Plan
0'
100 200'
900
Development Agreement (DA2012-003) — 2013 Approval
In addition to the PC-58 approval, the City Council adopted Ordinance No. 2013-6 to
approve Development Agreement No. DA2012-003 (DA) which would vest its
development approvals to allow build -out of the project site under development standards
and requirements in place at the time of project approval. The term of the DA is 15 years,
with two five-year extensions. The DA became effective on April 11, 2013, and earliest
expiration could be in 2028 (2013+15).
The public benefits of the DA are listed below:
• Payment of a public benefit fee of $32,500 per residential dwelling unit developed
as part of the project, which is adjusted annually based on the Consumer Price
Index ("CPI"). With adjustments, the fee is currently $44,380/unit;
• Park land dedication and improvements consistent with applicable State law and
Municipal Code provisions, including the dedication and improvement of over two
acres of on -site public parkland;
• Perpetual private maintenance of over two acres of on -site public parks;
16-30
Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 5
Improvement of private open space, including paseos and urban plazas that will
be accessible to the public and connect Uptown Newport and surrounding
properties to promote connectivity and pedestrian travel in the Airport Area; and
Construction of 102 affordable (very -low income) housing units within Uptown
Newport that will provide affordable housing opportunities to Newport Beach
residents.
First Amendment to DA2012-003
On May 12, 2015, the City Council adopted Ordinance 2015-11 to approve the First
Amendment to DA (PA2015-015) to allow deferring the payment of public benefit fees to
the City from the issuance of building permits to the issuance of certificates of occupancy,
as an option; and the payment of fees in -lieu of parkland dedication for all units at the
issuance of the first building permit for any unit in a final subdivision map to the issuance
of building permits on a per unit basis. The approved First Amendment has no impact on
the PC-58 development, the overall terms, condition or development rights specified in
the DA; other than the timing of subject payments.
Park Dedication Requirements and Credits
Overall, development of PC-58 requires a total of 13.62 acres of parkland required. With
the dedication and completion of the two required parks (2.049 ac), the remaining 11.571
acres of parkland are to be satisfied through the payment of in -lieu park fees in the amount
of $19,941.07 per residential unit.
The applicant is eligible to receive credits against the payment of park in -lieu fees.
Specifically, General Plan Land Use Element Policy LU 6.15.16, Chapter 19.52, and the
DA provide for the following three potential credits to park in -lieu fees based on the value
of: 1) full construction and improvement costs for completed on -site public parks; 2) up to
30% of on -site open space developed within each individual residential project within PC-
58 where it is accessible to the public during daylight hours, visible from public rights -of -
way, and is of sufficient size to accommodate recreational use by the public; and, 3) up
to 30% of private recreational amenities constructed within each individual residential
project within PC-58.
To date, the City has considered and approved two park in -lieu fee credit requests as
described below:
2017 Approval Park In -Lieu Fees and Credits: On April 11, 2017, the City Council
approved Resolution No. 2017-23 to approve a park in -lieu fee credit in the amount
of $2,008,130.39 for the provision of private recreational facilities and public
recreational open space areas within the One Uptown Newport project and an
16-31
Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 6
estimate of public park construction costs of Phase 1 park. This fee credit has been
given to One Uptown Newport apartment project.
• 2021 Approval Park In -Lieu Fees and Credits: On October 27, 2021, the
Community Development Director approved Staff Action Letter (PA2021-165) that
identified residual park fees and park in -lieu fee credits for the Phase 1 Park
construction costs, the provision of public recreational open space areas around
and between the approved Parkhouse Residences and the Uptown Newport
Residences projects and their individual private recreational facilities. The total
estimated remaining maximum park in -lieu fee credit would be $824,637.32 and it
would be used towards future residential projects in Phase 2, since Phase 1 will
be completed upon completion of the two above -mentioned residential projects.
Presently, the DA does not provide for any residual park in -lieu fee credit to be applied
towards the payment of required public benefit fees. Any remaining park in -lieu fee credit
can only be applied towards future park in -lieu fee payment for future units developed in
Phase 2.
DISCUSSION
Proposed DA Amendment
The applicant proposes to amend the DA to allow excess park in -lieu fee credits to be
used towards the developer's public benefit fee obligations for residential projects located
within PC-58 (Attachment No. PC 2).
As proposed, upon the City's receipt of a complete application for such request with
applicable fees including any additional information deemed necessary required by the
City, the Community Development Director will consider the request and issue a decision
within 60 days. The Community Development Director's decision will be based on
whether the request is in compliance with all obligations under the DA and/or applicable
condition(s) of approval, including completion of all on -site parks, public recreational open
space areas and private recreational amenities, and payment of park in -lieu fees required
under Section 3.2.1 of the DA.
For the 30-unit Parkhouse Residences project, the applicant will be responsible for paying
a Public Benefit Fee in the amount of $1,331,426.10 ($44,380.87/unit) prior to the
issuance of Certificate of Occupancy which is anticipated to occur September 2024. Of
the $824,637 unused credit, only $299,116 is attributed to credits associated with the
Parkhouse development and would be available as a credit towards the public benefit fee
obligations for this project if the DA Amendment is approved.
16-32
Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 7
The remaining $598,232 of unused credits is associated with the 60-unit Uptown Newport
Residences project yet to be constructed. If the requested DA amendment is approved,
the applicant may apply the remaining unused credit towards the public benefit obligations
for that project, currently estimated to be approximately $2,662,852.20.
It should be noted that this DA was the first negotiated for new residential development
in the Airport Area of the City. The required public benefit fee of $44,380 is higher
compared to a lower range of $13,500 to $24,000 per residential unit for the more -recently
approved residential projects in the Airport Area. Therefore, the applicant has requested
this amendment to help offset their overall project costs.
Staff supports the proposed amendment as drafted and attached as Exhibit "A" to the
draft resolution.
Environmental Review
All significant environmental concerns for the proposed project have been addressed in
the previously certified Environmental Impact Report No. ER2012-001 (SCH No.
2010051094), First Addendum No. ER2012-001, and Second Addendum No. ER2020-
001, and the City of Newport Beach intends to use said documents for the above noted
project, and further that there are no additional reasonable alternative or mitigation
measures that should be considered in conjunction with said project. The previously
prepared environmental documents for the Uptown Newport project are available for
public review at www.newportbeachca.gov/CEQA.
Public Notice
Notice of this hearing was published in the Daily Pilot, mailed to all owners of property
within 300 feet of the boundaries of the site (excluding intervening rights -of -way and
waterways) including the applicant, and posted on the subject property at least 10 days
before the scheduled meeting, consistent with the provisions of the Municipal Code.
Additionally, the item appeared on the agenda for this meeting, which was posted at City
Hall and on the city website.
Prepared by: Submitted by:
as linh Ung Ja�nc`Murillo, AICP
PrO ipal Planner Deputy Community Development Director
16-33
Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 8
ATTACHMENTS
PC 1 Draft Resolution For Approval
PC 2 The Applicant's Letter of Request
:\Users\PLN\Shared\PA's\PAs - 2024\PA2024-0078\PC\PC-Staff Report.docx01/l8/23
16-34
Attachment D
Planning Commission Meeting Minutes
16-35
NEWPORT BEACH PLANNING COMMISSION MINUTES
CITY COUNCIL CHAMBERS — 100 CIVIC CENTER DRIVE
THURSDAY, SEPTEMBER 5, 2024
REGULAR MEETING — 6:00 P.M.
I. CALL TO ORDER - 6:00 P.M.
II. PLEDGE OF ALLEGIANCE — Commissioner Barto
III. ROLL CALL
PRESENT: Chair Mark Rosene, Secretary David Salene, Commissioner Brady Barto,
Commissioner Curtis Ellmore, Commissioner Jonathan Langford, and Commissioner
Lee Lowrey
ABSENT: Vice Chair Tristan Harris
Staff Present: Deputy Community Development Director Jaime Murillo, Assistant City Attorney
Yolanda Summerhill, City Traffic Engineer Brad Sommers, Police Investigator
Wendy Joe, Senior Planner Joselyn Perez, Planning Manager Ben Zdeba,
Administrative Assistant Clarivel Rodriguez, and Department Assistant Jasmine
Leon
IV. PUBLIC COMMENTS - None
V. REQUEST FOR CONTINUANCES - None
VI. CONSENT ITEMS
ITEM NO. 1 MINUTES OF AUGUST 22, 2024
Recommended Action: Approve and file
Motion made by Commissioner Langford and seconded by Commissioner Ellmore to approve the
meeting minutes of August 22, 2024, with Mr. Mosher's edits.
AYES:
Barto, Ellmore, Langford, Lowrey, Rosene, and Salene
NOES:
None
ABSTAIN:
None
ABSENT:
Harris
VII. PUBLIC HEARING ITEMS
ITEM NO. 2 WILD STRAWBERRY CAFE OUTDOOR DINING AREA EXPANSION (PA2021-
309)
Site Location: 240 Newport Center Drive, Suite 100
Summary:
A request for a conditional use permit to increase the authorized area used for outdoor
dining at an existing restaurant from 75 square feet to approximately 658 square feet
and to waive the additional parking spaces required for the expanded area. Alcohol
service would be offered on a portion of the expanded outdoor dining area through the
restaurant's existing Type 41 (On -Sale Beer and Wine — Eating Place) Alcoholic
Page 1 of 6
16-36
Planning Commission Meeting Minutes
September 5, 2024
Beverage Control (ABC) License and the alcohol service area would be delineated with
planters. Hours of operation are proposed to remain from 7:00 a.m. to 6:00 p.m., daily.
Aside from the expanded outdoor dining and alcohol service area, there are no other
operational changes proposed. If approved, this Conditional Use Permit would
supersede all prior approvals.
Recommended Action:
1. Conduct a public hearing;
2. Find this review exempt from the California Environmental Quality Act (CEQA) pursuant
to Section 15301 under Class 1 (Existing Facilities) of the CEQA Guidelines, because it
has no potential to have a significant effect on the environment; and
3. Adopt Resolution No. PC2024-017 approving Conditional Use permit filed as PA2023-
309 and superseding Use Permit Nos. UP2021-026 (PA2021-135) and UP2003-051
(PA2003-295), Outdoor Dining Permit No. OD2004-002 and Staff Approval No. SA2004-
018 (PA2004-220).
Senior Planner Perez used a presentation to review the vicinity map, surrounding land uses, existing
restaurant operations, proposed project, photos of the outdoor patio, requested parking waiver, notable
conditions of approval, and recommendation.
In response to Commissioner Langford's question, Senior Planner Perez indicated that no special
events are proposed by the operator.
In reply to Secretary Salene's question, Senior Planner Perez stated that the landlord signed the
application to submit for the conditional use permit and the planter design is subject to ABC's approval,
as per a condition of approval.
In reply to Chair Rosene's question, Police Investigator Wendy Joe noted that ABC has approved
various fencing or planters.
In response to Commissioner Ellmore's inquiry, Senior Planner Perez relayed that while the operating
hours in the condition of approval of 7:00 a.m. to 6:00 p.m. represent the original approval of the
restaurant, they typically close a little earlier.
There were no ex parte communications among the Commissioners except for Commissioner Ellmore
who met and talked with the cafe owners.
Chair Rosene opened the public hearing.
The applicant stated she has reviewed the conditions of approval and agrees and relayed the normal
operating hours.
Keith Dawson urged the Planning Commission to approve the application.
Chair Rosene closed the public hearing.
Commissioner Ellmore noted no parking issues, an attentive and proactive operator, and a small
business the community would like to support.
Page 2 of 6
16-37
Planning Commission Meeting Minutes
September 5, 2024
Chair Rosene relayed a well -parked property and was inclined to support the recommendation.
Motion made by Commissioner Ellmore and seconded by Commissioner Salene to approve the staff
recommendation as amended.
AYES: Barto, Ellmore, Langford, Lowrey, Rosene, and Salene
NOES: None
ABSTAIN: None
ABSENT: Harris
ITEM NO. 3 UPTOWN NEWPORT DEVELOPMENT AGREEMENT SECOND AMENDMENT
(PA2024-0078)
Site Location: 4311 Jamboree Road, North side of Jamboree Road, between
MacArthur Boulevard and Birch Street
Summary:
An amendment of the Uptown Newport Development Agreement No. DA2021-003 (DA) to
allow excess park in -lieu fee credits to be applied towards applicable public benefit fee
obligations as specified in the DA for residential projects located within the Uptown Newport
Planned Community (PC-58).
Recommended Actions:
1. Conduct a public hearing;
2. All significant environmental concerns for the proposed project have been addressed in
the previously certified Environmental Impact Report No. ER2012-001 (SCH No.
2010051094), First Addendum No. ER2012-001, and Second Addendum No. ER2020-
001; and
3. Adopt Resolution No. PC2024-018 recommending the City Council approval of
Uptown Newport Development Agreement No. DA2012-003, Second Amendment.
Deputy Community Development Director Murillo used a presentation to review the proposed
request, vicinity map, Uptown Newport Planned Community, Uptown Newport Development
Agreement (DA), park dedication requirements and credits, park in -lieu fee credit requests, if the
amendment is approved, and recommendation.
In reply to Secretary Salene's inquiry, Deputy Community Development Director Murillo stated that
the credits can currently be applied to Uptown Phase 2 development.
There were no ex parte communications except for Chair Rosene who had a conversation with the
applicant's consultant and Commissioner Langford who spoke with the applicant.
Chair Rosene opened the public hearing.
Brian Rupp of Shopoff Realty Investment, represented the applicant and stated the request, noted
how the park fees were generated, asked to apply a portion of the park fee credits to current public
benefit fees for two residential projects in Phase 1 rather than wait for Phase 2, and summarized the
fees the Uptown Newport Planned Community development has generated for the City and will
continue to do so in the future.
Page 3 of 6
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September 5, 2024
Jim Mosher inquired about what would happen at the end of Phase 2 if the DA was not amended
and if the City has a mechanism for refunding overcharges, and questioned the current assessment
that determined the current refund size.
The applicant clarified that they have not been overcharged and that excess fee credits are available
for the park construction costs.
Assistant City Attorney Summerhill clarified that the unused park fee credits could be applied towards
Phase 2, as allowed by DA.
Chair Rosene closed the public hearing.
No comments were received from the Commissioners.
Motion made by Commissioner Langford and seconded by Commissioner Barto to approve the staff
recommendation.
AYES:
Barto, Ellmore, Langford, Lowrey, Rosene, and Salene
NOES:
None
ABSTAIN:
None
ABSENT:
Harris
ITEM NO. 4 AMENDMENT TO THE 6TH CYCLE HOUSING ELEMENT (PA2022-0245)
Site Location: Citywide
Summary:
A narrowly focused amendment to the City's adopted and certified 61h Cycle Housing
Element that would revise portions of Section 3 (Housing Constraints, Resources, and
Affirmatively Furthering Fair Housing) and Section 4 (Housing Plan) to change the narrative
and implementing actions to remove the requirement for a vote of the electorate pursuant to
Charter Section 423.
Recommended Actions:
1. Conduct a public hearing;
2. Find that all significant environmental concerns for the City's Housing Element and its
implantation have been addressed in a previously certified environmental document
(Housing Element Implementation Program Environmental Impact Report [PEIR] — State
Clearinghouse Number 2023060699); and
3. Adopt Resolution No. PC2024-019 recommending the City Council's adoption of the
Amendment.
Planning Manager Zdeba used a presentation to review the Housing Element's background, the July
23, 2024, City Council actions and direction received, the narrowly focused amendment for the
Housing Element, results of the California Department of Housing and Community Development
(HCD) review, and next steps.
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September 5, 2024
In reply to Commissioner Ellmore's question, Assistant City Attorney Summerhill stated that the City
Council had already determined that no vote is required, and it is unlikely the Council would change
direction on the matter. She noted the Planning Commission's recommendation on this matter is
largely a procedural step that is required by the code. She noted that the 6th Cycle Housing Element
has been adopted and certified and the one defining feature is whether a vote would be required.
There were no ex parte communications among the Commissioners.
Chair Rosene opened the public hearing.
Jim Mosher stated that, although he is an appointed member of the City's General Plan Advisory
Committee (GPAC), he would only be expressing his personal opposition to this change to the
Housing Element. He expressed his belief that the Council has been deceitful about the Housing
Element Plan and thought the voters have a right to weigh in on it.
Chair Rosene closed the public hearing.
Commissioner Lowrey expressed concern for overriding a public vote within the City Charter and did
not see the overriding factors from the State.
In response, Assistant City Attorney Summerhill noted a lawsuit has been filed against the City on
this matter and that Commissioner Lowrey's concern would be resolved as part of the litigation.
Additionally, she clarified that the amendment for consideration is to eliminate the specific policy
action requirement set forth in the Housing Element. Commissioner Lowrey expressed his discomfort
with the amendment.
Motion made by Chair Rosene and seconded by Secretary Salene to approve the staff
recommendation.
AYES: Barto, Ellmore, Langford, Rosene, and Salene
NOES: Lowrey
ABSTAIN: None
ABSENT: Harris
VIII. STAFF AND COMMISSIONER ITEMS
ITEM NO. 5 MOTION FOR RECONSIDERATION - None
ITEM NO. 6 REPORT BY THE COMMUNITY DEVELOPMENT DIRECTOR OR REQUEST FOR
MATTERS WHICH A PLANNING COMMISSION MEMBER WOULD LIKE PLACED
ON A FUTURE AGENDA
Deputy Community Development Director Murillo noted that the September 19 Planning Commission
meeting is canceled, and the next meeting will be on October 3 to address two variances and one
conditional use permit for a restaurant with a parking waiver.
ITEM NO. 7 REQUESTS FOR EXCUSED ABSENCES
Secretary Salene requested an excused absence for October 3.
IX. ADJOURNMENT — With no further business, Chair Rosene adjourned the meeting at 6:46 p.m.
Page 5 of 6
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September 5, 2024
The agenda for the September 5, 2024, Planning Commission meeting was posted on Thursday, August
29, 2024, at 6:35 p.m. in the Chambers binder, on the digital display board located inside the vestibule
of the Council Chambers at 100 Civic Center Drive, and on the City's website on Thursday, August 29,
2024, at 6:20 p.m.
Mark Rosene, Chair
David Salene, Secretary
Page 6 of 6
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Attachment E
Planning Commission Resolution
No. PC2024-017
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RESOLUTION NO. PC2024-017
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY
OF NEWPORT BEACH, CALIFORNIA RECOMMENDING CITY
COUNCIL APPROVAL OF THE SECOND AMENDMENT TO
DEVELOPMENT AGREEMENT NO. DA2012-003 FOR THE
UPTOWN NEWPORT PROJECT LOCATED AT 4311 JAMBOREE
ROAD (PA2024-0078)
THE PLANNING COMMISSION OF THE CITY OF NEWPORT BEACH HEREBY FINDS AS
FOLLOWS:
SECTION 1. STATEMENT OF FACTS.
An application was filed by TSG-Parcel 1, LLC. ("Applicant") with respect to a 25.05-acre
property located at 4311-4321 Jamboree Road, legally described as Parcels 1 through 4
of Parcel Map No. 2013-108 ("Property").
2. The Applicant proposes to amend Development Agreement No. DA2012-003 ("DA"), to
allow excess park in -lieu fee credits to be applied towards applicable public benefit fee
obligations as specified the DA for residential projects located within the Uptown Newport
Planned Community ("Project").
3. The Property is designated Mixed -Use Horizontal 2 (MU-H2) by the General Plan Land
Use Element and located within the Uptown Newport Planned Community Zoning District
(PC-58).
4. The Property is not located within the coastal zone; and therefore, a coastal development
permit is not required.
5. The Newport Beach City Council ("City Council") adopted Ordinance No. 2013-5 on March
12, 2013, approving the Uptown Newport Planned Community Development Plan
("Uptown Newport PC").
6. The City Council adopted Ordinance No. 2013-6 on March 12, 2013, approving the DA for
the development of up to 1,244 residential dwelling units, 11,500 square feet of retail
commercial uses and 2.05 acres of parklands. Ordinance No. 2013-6 became effective on
or around April 11, 2013.
7. The DA is dated March 12, 2013, for reference purposes, and was recorded in the Official
Records of Orange County on March 26, 2013, as document number 2013000180939.
8. The Applicant transferred ownership of individual parcels that comprise the entire Property
on February 14, 2014 and assigned the DA as it pertains to Parcel 1 to TSG-Parcel 1, LLC,
a Delaware limited liability company; as it pertains to Parcels 2 and 4 to Uptown Newport
Jamboree, LLC, a Delaware limited liability company; and as it pertains to Parcel 3 to
TPG/TSG Venture I Acquisition, LLC, a Delaware limited liability company (collectively, the
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"Landowners") with each Landowner agreeing to be bound by all the terms, covenants and
conditions relating to the Property.
9. The City Council adopted Ordinance No. 2015-11 on May 12, 2015, approving the First
Amendment to the DA to amend the following sections:
a. Section 3.1: To defer the payment of public benefit fees to the City from the
issuance of building permits to the issuance of certificates of occupancy; and
b. Section 3.2.1: To defer the payment of fees in -lieu of parkland dedication for all
units at the issuance of the first building permit for any unit to the issuance of
building permits on a per -unit basis.
10. The City Council adopted Resolution No. 2017-23 on April 11, 2017, approving a park in -
lieu fee credit in the amount of $2,008,130.39 for the provision of private recreational
facilities and public recreational open space areas within the One Uptown Newport
apartment project and an estimate of public park construction costs of Phase 1 park in
Uptown Newport PC.
11. The Community Development Director approved Staff Action Letter (PA2021-165) on
October 27, 2021, identifying residual park fees and park in -lieu fee credits for the Phase
1 park construction costs, the provision of public recreational open space areas around
and between the Parkhouse Residences and the Uptown Newport Residences projects
and their individual private recreational facilities. The total estimated remaining
maximum park in -lieu fee credit that can be given and applied towards future park in -
lieu fee payment within Uptown Newport PC would be approximately $824,637.
12. The Deputy Community Development Director issued a letter on January 20, 2022,
denying a request to have the remaining park in -lieu fee credits available from Uptown
Newport PC Phase 1 development in the amount of $824,637 to be applied towards public
benefit fees to be paid by the Parkhouse Residences project as the DA does not provide
for any credit to public benefit fees. Section 3.1 of the DA provides for public benefit fees
to be adjusted annually based on a consumer price index factor but does not provide for
any credit to public benefit fees.
13. The Property Owners submitted an application on May 7, 2024, requesting an amendment
to the DA to allow park in -lieu fee credits be applied towards public benefit fees. The
Second Amendment to the Development Agreement ("Second Amendment"), which would
authorize park in -lieu fee credits to be applied towards public benefit fees in certain limited
circumstances, is attached hereto as Exhibit "A," and incorporated herein by reference.
14. A public hearing was held on September 5, 2024, in the Council Chambers at 100 Civic
Center Drive, Newport Beach, California. A notice of the time, place, and purpose of the
hearing was given in accordance with Government Code Section 54090 et seq. ("Ralph
M. Brown Act") and Chapters 15.45 (Development Agreements) and 20.62 (Public
Hearings) of the Newport Beach Municipal Code ("NBMC"). Evidence, both written and
oral, was presented to and considered by, the Planning Commission at this hearing.
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SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT DETERMINATION.
1. The City Council adopted Resolution No. 2013-21 on February 26, 2013, certifying
Environmental Impact Report ER2012-001 (SCH No. 2010051094) ("EIR") and approving
a Mitigation Monitoring and Reporting Program ("MMRP") for the Uptown Newport PC.
2. The Planning Commission adopted Resolution No. 2052 on March 23, 2017, approving
an Addendum to the EIR ("Addendum No. 1 ") to allow alternative locations and
construction phasing of the commercial component of Uptown Newport PC.
3. The City Council adopted Resolution No. 2020-71 on July 28, 2020, approving an
Addendum to the EIR ("Addendum No. 2") to modify Mitigation Measures and approve
Mitigation Monitoring and Reporting Program of the EIR related to hazardous materials
within Uptown Newport PC.
4. All significant environmental concerns for the Uptown Newport PC have been addressed
in the previously certified Environmental Impact Report No. ER2012-001 (SCH No.
2010051094), First Addendum No. ER2012-001 and Second Addendum No. ER2020-
001 and the City intends to use said documents for the above -noted Project, and further
there are no additional reasonable alternative or mitigation measures that should be
considered in conjunction with said Project. The previously prepared environmental
documents are available for public review at the City of Newport Beach website here:
Uptown Newport-CEQA.
5. The Planning Commission finds that judicial challenges to the City's CEQA
determinations and approvals of land use projects are costly and time-consuming. In
addition, project opponents often seek an award of attorneys' fees in such challenges.
As project applicants and Landowners are the primary beneficiaries of such approvals,
it is appropriate that such applicants and Landowners should bear the expense of
defending against any such judicial challenge, and bear the responsibility for any costs,
attorneys' fees, and damages that may be awarded to a successful challenger.
SECTION 3. REQUIRED FINDINGS.
In accordance with Chapter 15.45 (Development Agreements) of the NBMC, the following
findings and facts in support of such findings are set forth:
Finding:
A. The Second Amendment is consistent with the General Plan and the Uptown Newport
Planned Community Development Plan (PC-58), Municipal Code and Subdivision Map Act.
Facts in Support of Finding:
1. The Second Amendment will continue to allow the development of a mixed -use
community, containing a mix of housing types, supporting retail and active parklands,
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consistent with the land uses, densities and intensities of the Uptown Newport PC which
is the zoning document for the Project, the General Plan Land Use designation of Mixed -
Use Horizontal-2 and the Airport Business Area Integrated Conceptual Development
Plan.
2. The changes included in the Second Amendment are to allow the Landowners, in the
event the Landowners complete park land dedication and improvements which consist
of on -site parks, public recreational open space areas and private recreational
amenities, and credits have been identified in connection with the completion of those
park land dedication and improvements that exceed any remaining park in -lieu fee
requirements ("unused credits"), the Landowners may submit an application to the City
to use the unused credits, or a portion thereof, towards the Landowners' public benefit
fee obligations set forth in Section 3.1 or Section 3.2.1 of the DA.
3. The Landowners understand and agree that the park land dedication fees collected
pursuant to Government Code Section 66477 (Quimby Act), Chapter 19.52 (Park
Dedications and Fees) of the NBMC and Section 3.2.1 of the DA are only to be used for
park -related purposes. Therefore, the Landowners understand and agree that only the
unused credit that exceed all park in -lieu fee requirements are eligible as credits against
the payment of park in -lieu fees required in Section 3.2.1 of DA.
4. These changes do not add any lots, units, building sites or structures to the Project and
does not change the approved design or uses allowed by the Uptown Newport PC. The
park in -lieu fee payments and parkland dedication will remain a requirement for Uptown
Newport PC.
5. The Uptown Newport PC project approval included detailed findings and facts in support
of these findings that demonstrate the Project's conformity with, among other things, the
General Plan, PC-58, NBMC and the Subdivision Map Act. All of those findings are still
applicable to the Project and are incorporated by reference into this Resolution.
SECTION 4. DECISION.
NOW, THEREFORE, BE IT RESOLVED:
The Statement of Facts, CEQA Determination and Required Findings set forth above are
true and correct and incorporated herein by reference.
2. The Planning Commission of the City of Newport Beach hereby recommends the City
Council approve the Second Amendment to Development Agreement No. DA2012-003
attached as Exhibit "A."
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PASSED, APPROVED, AND ADOPTED THIS 5th DAY OF SEPTEMBER, 2024.
AYES: Barto, Ellmore, Langford, Lowrey, Rosene, and Salene
NOES: None
ABSTAIN: None
ABSENT: Harris
BY: V—V-�
Mark Rosene, Chair
BY: VAWu Sa�'t tt'
David Salene, Secretary
Attachment: Exhibit A — Second Amendment to Development Agreement No. DA2012-003
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EXHIBIT "A"
Second Amendment to Development Agreement No. DA2012-003
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: City Clerk
(Space Above This Line Is for Recorder's Use Only)
This Agreement is recorded at the request and for
the benefit of the City of Newport Beach and is
exempt from the payment of a recording fee
pursuant to Government Code Sections 6103 and
27383.
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
between
CITY OF NEWPORT BEACH
and
TSG-PARCEL 1, LLC, TPG/TSG VENTURE I ACQUISITION, LLC, AND
UPTOWN NEWPORT JAMBOREE, LLC
CONCERNING UPTOWN NEWPORT PROPERTY
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SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
(Pursuant to Newport Beach Municipal Code Chapter 15.45 and California Government
Code sections 65864-65869.5)
This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (the "Second
Amendment") is dated for reference purposes as of the day of , 2024 (the
"Amendment Date"), and is being entered into by and between the CITY OF NEWPORT
BEACH ("City"), on the one hand, and TSG-Parcel 1, LLC, a Delaware limited liability
company, TPG/TSG Venture I Acquisition, LLC, a Delaware limited liability company and
Uptown Newport Jamboree, LLC, a Delaware limited liability company (collectively, the
"Landowner" or "Landowners"), on the other. City and Landowners are sometimes
collectively referred to in this Second Amendment as the "Parties" and individually as a
"Party-"
ty.
RFCTTAT .0
A. Uptown Newport LP, a Delaware limited partnership was the owner of that
certain real property located in the City of Newport Beach, County of Orange, State of California
commonly referred to as Uptown Newport, located at 4311-4321 Jamboree Road (Assessor
Parcel Nos. 445-131-02 and 445-131-03) (the "Property").
B. City and Uptown Newport LP entered into that certain Development Agreement
dated March 12, 2013, for reference purposes and recorded in the Official Records of Orange
County on March 26, 2013, as document number 2013000180939 (the "Agreement"). All terms
not otherwise defined in this Second Amendment shall have the meanings given them in the
Agreement.
C. Uptown Newport, LP transferred ownership of individual parcels that comprise
the entire Property and assigned the Agreement as it pertains to Parcel 1 to TSG-Parcel 1, LLC, a
Delaware limited liability company; as it pertains to Parcel 3 to TPG/TSG Venture I Acquisition,
LLC, a Delaware limited liability company; and as it pertains to Parcels 2 and 4 to Uptown
Newport Jamboree, LLC, a Delaware limited liability company as recorded in the Official
Records of Orange County on February 14, 2014, as document numbers 2014000060354 and
2014000060352 (the "Partial Assignment" or "Partial Assignments").
D. With the transfer of ownership of Parcels 1-4, the legal description of the Property
as described in Exhibit "A" to the Agreement remains the same, however, new street addresses
and Assessor Parcel Nos. were established as set forth in Exhibit "C" to this Second
Amendment, which is attached hereto and incorporated herein by reference.
E. The City Council adopted Ordinance No. 2015-11 on May 12, 2015, approving
the First Amendment to Development Agreement ("First Amendment") adjusting provisions
related to the timing of payment of public benefit fees and park in -lieu fees which was recorded
in the Official Records of Orange County on July 6, 2015, as document number 2015000349840.
F. The Parties now wish to enter into this Second Amendment to allow the
Landowners, upon completion of parkland dedication and improvements, to submit an
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application to the City to use any unused fee credits, or a portion thereof, towards Landowners'
Public Benefit Fee obligations.
G. 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 Second
Amendment is consistent with the Development Agreement Ordinance.
H. This Second Amendment is consistent with the City of Newport Beach General
Plan, including without limitation the General Plan's designation of the Property as "Mixed -Use
Horizontal-2," Airport Business Area Integrated Conceptual Development Plan, and the Uptown
Newport Planned Community Development Plan.
I. On September 5, 2024, the Planning Commission held a properly noticed public
hearing on this Second Amendment and considered the testimony and information submitted by
City staff, Landowners, and members of the public. On September 5, 2024, consistent with
applicable provisions of the Development Agreement Statute and Development Agreement
Ordinance, the Planning Commission adopted Resolution No. , recommending the City
Council approve this Second Amendment.
J. In recognition of the significant public benefits that the Agreement, as amended,
provides, the City Council has found that this Second Amendment: (i) is consistent with the City
of Newport Beach General Plan as of the date of the Agreement, the First Amendment and this
Second Amendment; (ii) is in the best interests of the health, safety, and general welfare of City,
its residents, and the public; (iii) is entered into pursuant to, and constitutes a present exercise of,
City's police power; (iv) is consistent and has been approved consistent with the final
Environmental Impact Report (No. ER2012-001) (SCH#2010051094) ("EIR") that has been
certified by the City Council on or before the Agreement Date, which analyzed the
environmental effects of the proposed development of the Project on the Property, and all of the
findings, conditions of approval and mitigation measures related thereto; and (v) is consistent
and has been approved consistent with provisions of California Government Code section 65867
et seq. and Chapter 15.45 of the Newport Beach Municipal Code.
K. On , 2024, the City Council held a properly noticed public hearing on
this Second Amendment and considered the testimony and information submitted by City staff,
Landowners, and members of the public. On , 2024, consistent with applicable
provisions of the Development Agreement Statute and Development Agreement Ordinance, the
City Council held second reading and adopted Ordinance No. 2024- , finding the Second
Amendment to be consistent with the City of Newport Beach General Plan and approving this
Second Amendment.
AGREEMENT
NOW, THEREFORE, City and Landowners agree as follows:
1. A new Section 4.6 (Park In -Lieu Fee Credits) is hereby added to the Agreement
as follows:
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"4.6 Park In -Lieu Fee Credits.
Section 3.1 of this Agreement requires that a "Public Benefit Fee" be paid by
Landowners to the City in the amount of Thirty -Two Thousand Five Hundred
Dollars and 00/100 ($32,500.00) for every residential unit in the Project, which is
due and payable on a per -unit basis at the time of issuance of building permit or
certificate of occupancy (timing for payment in Landowners' discretion), which
amount increases beginning on January 1, 2015, pursuant to the First Amendment
to Development Agreement by the percentage increase in the CPI Index between
the Effective Date (as that term is defined in this Agreement) and said January lst
date (the first "Adjustment Date") and further subject to subsequent increases on
January 1 st of each following year based the percentage increase in the CPI Index
in the preceding year.
In addition, Section 3.2.1 of this Agreement acknowledges that pursuant to
Government Code Section 66477 and Chapter 19.52 of the Newport Beach
Municipal Code, Landowners are required to construct certain park improvements
and to pay parkland dedication in -lieu fees in connection with the Project and that
Landowners are eligible to receive credits against the payment of park in -lieu fees
to be used for the limited purpose as a credit against the Landowners' park fee(s)
and/or park dedication requirements in accordance with General Plan Policy LU
6.15.16 for Public Recreational Open Space Areas, Section 19.52.030(B) of the
Municipal Code for On -Site Park construction and improvement costs, and
Section 19.52.080 of the Municipal Code for Private Recreational Amenities.
In the event Landowners complete Park Land, also referred to as Parkland,
Dedication and Improvements which consist of On -Site Parks, Public
Recreational Open Space Areas and Private Recreational Amenities, and credits
have been identified in connection with the completion of those park land
dedication and improvements that exceed any remaining park in -lieu fee
requirements, (the "Unused Credits"), Landowners may submit an application to
the City to apply the Unused Credits, or a portion thereof, towards Landowners
Public Benefit Fee obligations set forth in Section 3.1 or Section 3.2.1.
Upon the City's receipt of a complete application and applicable fees including
any additional requests for information that are deemed necessary by the City, the
Community Development Director shall issue his or her decision within sixty (60)
days. The Community Development Director's decision shall be based on
whether Landowners are in compliance with all obligations under this Agreement
and/or condition(s) of approval for the Project, including completion of all On -
Site Parks, Public Recreational Open Space Areas and Private Recreational
Amenities, and payment of park in -lieu fees required under Section 3.2.1.
Notwithstanding the foregoing, Landowners understand and agree that the park
land dedication fees collected pursuant to Government Code Section 66477
(Quimby Act), Chapter 19.52 of the Municipal Code and Section 3.2.1 of the
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Agreement are only to be used for park -related purposes. Landowners understand
and agree that only the Unused Credit that exceed all park in -lieu fee
requirements are eligible as credits against the payment of park in -lieu fees
required in Section 3.2.1."
2. The City's address set forth in Section 13.1 (Notices) of the Agreement is hereby
amended as follows:
TO CITY: City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Manager
With a copy to: City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Attorney
3. All of the Recitals in this Second Amendment are incorporated into the
Agreement. Exhibits A and B are attached to the original Agreement and Exhibit C, which is
attached hereto and incorporated by reference to this Second Amendment. Exhibits A through C
are incorporated by reference to the Agreement, First Amendment and Second Amendment as
follows:
EXHIBIT
DESCRIPTION
DESIGNATION
A
Legal Description of Property
B
Depiction of the Property
Property Addresses and Assessor Parcel
C
Numbers
4. Full Force and Effect. Except as modified by this Second Amendment, the First
Amendment and Agreement shall remain in full force and effect.
5. Recitals. The Recitals set forth above are true and correct and incorporated
herein by reference.
6. Counterparts. This Second Amendment may be signed by the Parties in
different counterparts and the signature pages combined shall create a single document binding
on all Parties.
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7. Recordation. The City Clerk of City shall record this Second Amendment in the
Office of the County Recorder of the County of Orange within the period required by California
Government Code section 65868.5 and City of Newport Beach Municipal Code section
15.45.100. The date of this Second Amendment and the date of recordation of this Second
Amendment shall not modify or amend the Effective Date or the Termination Date of the
Agreement.
[SIGNATURE PAGE FOLLOWS]
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LANDOWNERS SIGNATURE PAGE TO
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
"LANDOWNERS"
UPTOWN NEWPORT JAMBOREE, LLC,
a Delaware limited liability company
Name:
Title:
Name:
Title:
TSG-PARCEL 1, LLC,
a Delaware limited liability company
Name:
Title:
Name:
Title:
TPG/TSG VENTURE I ACQUISITION, LLC,
a Delaware limited liability company
Name:
Title:
Name:
Title:
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CITY SIGNATURE PAGE TO
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
"CITY"
CITY OF NEWPORT BEACH
Will O'Neill, Mayor
ATTEST:
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
Aaron C. Harp, City Attorney
Attachment: Exhibit C - Property Addresses and Assessor Parcel Numbers
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A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of
On , 20 before me, , Notary Public,
personally appeared , who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California
County of }
(seal)
On , 20 before me, , Notary Public,
personally appeared , proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that
by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
16-57
Docusign Envelope ID: D230CFDF-16B8-4BA9-8474-FD422DD812F7
EXHIBIT C
PROPERTY ADDRESSES AND ASSESSOR PARCEL NUMBERS
APNs:
445-134-01 thru 16, 18 thru 34, and 36
445-133-07 and 08
Addresses:
4141 Jamboree
4201 Jamboree
4301 Jamboree
4321 Jamboree
4251, 4261, 4271, 4281, 4291 Uptown Newport Drive
4288 Half Dome Place
16-58