HomeMy WebLinkAbout23 - Approving an Amendment to the North Newport Center Planned Community (PC-56) - Staff MemoCITY OF NEWPORT BEACH
COMMUNITY DEVELOPMENT DEPARTMENT
100 Civic Center Drive
Newport Beach, California 92660
949 644-3200
newportbeachca.gov/communitydevelopment
Memorandum
To: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
From: Seimone Jurjis, Assistant City Manager
Date: April 28, 2025
Re: Agenda Item No. 23 — Ordinance No. 2025-7 and 2025-8, and
Resolution No. 2025-19 Approving an Amendment to the North
Newport Center Planned Community
Attached is Exhibit "C" to Ordinance No. 2025-8 which is the Second Amendment
to the Zoning Implementation and Public Benefit Agreement between the City of
Newport Beach and The Irvine Company.
SECOND AMENDMENT TO ZONING IMPLEMENTATION AND PUBLIC BENEFIT
AGREEMENT
THIS SECOND AMENDMENT TO ZONING IMPLEMENTATION AND PUBLIC
BENEFIT AGREEMENT ("Second Amendment to DA") is executed on this _ day of ,
2025, by and between (1) CITY OF NEWPORT BEACH ("Qjy"), and (2) THE IRVINE
COMPANY LLC, VILLAS AT FASHION ISLAND LLC, THE COLONY AT FI LLC,
FASHION ISLAND RETAIL LLC, ISLAND HOTEL FINANCE LLC, 660 NEWPORT
CENTER DRIVE LLC, 650 NEWPORT CENTER DRIVE LLC, 620 NCD LLC, 610
NEWPORT CENTER DRIVE LLC, 600 NCD LLC, 5001550 NEWPORT CENTER DRIVE
LLC, 520 NEWPORT CENTER DRIVE LLC, 190 NCD LLC, MYFORD GATEWAY
PORTFOLIO LLC, and 100 NCD LLC, (individually referred to as a Landowner" and
collectively as "Landowners") (Landowners and City together shall be referred to as "Parties").
RECITALS
City and The Irvine Company LLC entered into Development Agreement No. DA 2007-
002, entitled Zoning Implementation and Public Benefit Agreement Between the City of
Newport Beach and The Irvine Company LLC Concerning North Newport Center (Block
600, Fashion Island, and Portions of Block 500, and San Joaquin Plaza) ("2007
Development Agreement"), which the City of Newport Beach adopted by Ordinance No.
2007-21 on December 18, 2007. The 2007 Development Agreement provides for the
Landowners' entitlement and transfer rights within the North Newport Center Planned
Community (PC-56).
2. On August 14, 2012, the 2007 Development Agreement was amended to include 94 new
residential units and add Block 800 and portions of Block 100 and 400 into the North
Newport Center Planned Community ("2012 Amendment"). Through a clerical error, the
2012 Amendment was recorded without its accompanying exhibits. To correct this
clerical error, the City approved and executed an Amended and Restated Amendment to
Zoning Implementation and Public Benefit Agreement on February 25, 2013, which was
identical in every way to the 2012 Amendment, but for a single recital, new signatures of
the Parties, and the attached exhibits on the recorded copy (the "First Amendment"). The
2007 Development Agreement and the First Amendment are collectively referred to
herein as the "Development Agreement."
3. Consistent with Section 21.1 of the Development Agreement, The Irvine Company LLC
assigned its interest in certain properties governed by the Development Agreement to
related entities, which are described in more detail in Exhibit A attached hereto.
4. On November 10, 2015, the North Newport Center Planned Community Development
Plan was amended to include two small properties in Block 500 (2071 and 2101 San
Joaquin Hills Road, Assessor Parcel Numbers 442-08-102 and 442-08-103). The legal
descriptions of 2071 and 2101 San Joaquin Hills Road are attached hereto as Exhibit B.
5. The Newport Beach City Council adopted the General Plan 6th Cycle Housing Element
("Housing Element") in September 2022 covering the planning period from 2021-2029.
As required by state law, the Housing Element was certified by the State Department of
Housing and Community Development ("HCD") in October 2022.
6. On July 23, 2024, the City Council adopted Resolution No. 2024-50 certifying the
Housing Element Implementation Program Amendments Final Program Environmental
Impact Report (State Clearinghouse No. 2023060699), approving a Mitigation
Monitoring and Reporting Program, and adopting Findings and a Statement of Overriding
Considerations and related approvals to implement the Housing Element including
amendments to the General Plan, Coastal Land Use Plan, and Title 20 (Planning and
Zoning) and Title 21 (Local Coastal Program Implementation Plan) of the Newport
Beach Municipal Code and amending the General Plan Land Use Element, Coastal Land
Use Plan and Title 20 (Planning and Zoning) of the Newport Beach Municipal Code.
7. On , 2025, the City Council approved the Planned Community Development Plan
(PC-56) Amendment, and related Affordable Housing Implementation Plan, Water
Supply Assessment and California Environmental Quality Act ("CEOA") consistency
determination to allocate 1,500 of the 2,439 dwelling units allocated to Subarea HO-4
Subarea to the North Newport Center Planned Community (PC-56) Development Plan
and add 100 and 190 Newport Center Drive, Assessor Parcel Numbers 442-231-13 and
422-231-09, to the North Newport Center Planned Community Development Plan area.
The legal descriptions of 100 and 190 Newport Center Drive are attached hereto as
Exhibit B.
8. The Parties now desire to amend the Development Agreement to (i) add the [2071 and
2101 San Joaquin Hills Road and] 100 and 190 Newport Center Drive properties and (ii)
increase the total allowable residential units in the North Newport Center Planned
Community by 1,500 units, consistent with the amendments to the North Newport Center
Planned Community Development Plan.
9. This Second Amendment to DA is intended to be an amendment pursuant to California
Government Code Section 65868. This Second Amendment to DA has been considered
and approved in the same manner as the Development Agreement with public hearings
pursuant to California Government Code Section 65867. The City Council has evaluated
the potential impacts of this Second Amendment to DA and has determined that any
potential impacts are consistent with those analyzed pursuant to the Housing Element
Implementation Program Amendments Final Program Environmental Impact Report
(State Clearinghouse No. 2023060699). The City has determined that this Second
Amendment to DA is not subject to further environmental review pursuant to Public
Resources Code Section 21083.3 and CEQA Guidelines Section 15183.
10. On March 6, 2025, the City's Planning Commission held a public hearing on this Second
Amendment to DA and made findings and determinations with respect to this Second
Amendment, and recommended to the City Council that the City Council approve the
terms of this Second Amendment to DA.
11.On , 2025, the City Council held a public hearing on this Second Amendment to
DA and considered the Planning Commission's recommendations and the testimony and
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information submitted by City staff, Landowners, and members of the public. On
, 2025, pursuant to applicable state law (California Government Code sections
65864-65869.5) and local law (City of Newport Beach Municipal Code chapter 15.45),
the City Council adopted its Ordinance No. 2025-[_] finding this Second Amendment to
DA to be consistent with the City of Newport Beach General Plan and approving this
Second Amendment to DA.
12. Capitalized terms used but not defined or modified in this Second Amendment shall have
the same meaning as set forth in the Development Agreement.
AGREEMENT
NOW, THEREFORE, City and Landowners agree as follows:
Pro . The Parties hereby amend the term "Property" in the Development Agreement
to add the properties located at [2071 and 2101 San Joaquin Hills Road, Newport Beach,
Assessor Parcel Numbers 442-08-102 and 442-08-103, and] 100 and 190 Newport Center
Drive, Newport Beach, Assessor Parcel Numbers 442-231-13 and 422-231-09,
respectively, which are the parcels of real property that are described in the legal
description attached to this Second Amendment to DA as Exhibit B and depicted on the
site map attached hereto as Exhibit C ("Added Property"). All of the Added Property is
owned by one or more of the Landowners.
2. Development Plan. The Parties hereby acknowledge and agree that the amendments to
the North Newport Center Planned Community Development Plan (PC-56) adopted
pursuant to Ordinance No. 2025-_ ("PC-56 Amendment") and related approvals are
included within the definition of "Development Plan" in Section 1.8 of the Development
Agreement.
AHIP. The Parties hereby acknowledge and agree that the amendments to the AHIP
adopted pursuant to Resolution No. 2025-_ are included within the definition of AHIP
in Section 1.1 of the Development Agreement.
4. Development Regulations.
4.1 The Parties hereby amend the definition of "Development Regulations" in the
Development Agreement to add the North Newport Center Planned
Community Development Plan, as adopted and amended pursuant to
Ordinance No. 2025-[_].
4.2 Newport Center Blocks 600, 800, and the portions of Blocks 100, 400, 500,
San Joaquin Plaza, and Fashion Island covered by the Development
Agreement shall remain governed by the Development Regulations as set
forth in the First Amendment, with the exception that the North Newport
Center Planned Community Development Plan, as adopted and amended
pursuant to Ordinance No. 2025-[_] shall apply.
4.3 The Added Property shall be governed by the Development Regulations in
effect as of the Effective Date of this Second Amendment, including without
limitation the North Newport Center Planned Community Development Plan,
as adopted and amended pursuant to Ordinance No. 2025-[_].
5. General Plan. The Parties hereby amend the definition of "General Plan" in Section 1.15
of the Development Agreement to add the Housing Element approved on September 13,
2022, pursuant to Resolution No. 2022-60, Land Use Element updated on July 23, 2024,
pursuant to Resolution No. 2024-51, and Circulation Element updated on October 25,
2022, pursuant to Resolution No. 2022-80.
6. Landowners' Vested Rights. The Parties acknowledge and agree that Section 6.2 of the
Development Agreement, which regards Landowners' vested rights, remains in full force
and effect, and applies to the Landowners, Property and the Development Regulations as
each definition is amended herein.
7. Affordable Housing Obligation. The Parties agree that a Landowner's compliance with
the amended 2025 Affordable Housing Implementation Plan attached hereto as Exhibit D
satisfies any affordable housing obligation of such Landowner to the City, including
under Policy Action 1K (Inclusionary Housing Policy) to the 6th Cycle Housing Element,
with respect to the 1,500 residential units added to the North Newport Center Planned
Community pursuant to this Second Amendment to DA.
8. Public Benefit Fee. As stated in Section 9 of this Second Amendment to DA, the Parties
acknowledge and agree that the Public Benefit Fee for existing residential units as
required in the Development Agreement has been satisfied. The Parties agree that the
Public Benefit Fee payable to the City by any Landowner implementing all or a portion
of the 1,500 residential units added to the North Newport Center Planned Community
pursuant to this Second Amendment to DA shall be as follows:
(a) Any and all Landowners implementing development of all or a portion of the
1,500 residential units in the North Newport Center Planned Community shall
not be subject to a Public Benefit Fee for any units that are issued a building
permit for such residential units before January 1, 2033.
(b) Any and all Landowners implementing development of all or a portion of the
1,500 residential units that are rental units issued a building permit for such
units on or after January 1, 2033, shall be subject to a Public Benefit Fee, in
the sum of $17,000 per unit payable at the issuance of the building permit for
such units. The Public Benefit Fee shall be adjusted annually commencing on
January 1, 2026 based upon a percentage change in the Consumer Price Index
("CPI") published from time to time by the United States Department of
Labor Bureau of Labor Statistics for all urban consumers (all items) for the
Los Angeles -Long Beach -Anaheim, California Area, All Urban Consumers,
All Items, Base Period (1982-84=100), during the Term of this Second
Amendment to DA (each, an "Adjustment Date") until the Public Benefit Fee
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is fully paid. The Parties understand and agree that the Public Benefit Fee
shall never be less than $17,000 per unit.
(c) Any and all Landowners implementing development of all or a portion of the
1,500 residential units that are for sale units issued a building permit for such
units on or after January 1, 2023 shall be subject to an increase in the Public
Benefit Fee, as reasonably determined by the City and agreed to by
Landowner at the time of issuance of the building permit for such units, but in
no event shall the increased Public Benefit Fee be less than $17,000 per unit.
9. Per Unit Public Benefit Fee for Parks (Rental Units). Section 4.1 of the Development
Agreement, as amended in Section 7 of the 2012 Amendment and First Amendment,
established a Public Benefit Fee for Parks, which the Parties understand and agree
applied solely to for sale residential units. The Parties hereby agree that Section 4.1 of
the Development Agreement is amended to add the following Public Benefit Fee For
Parks for rental units as Section 4.1.1 of the Development Agreement:
"Per Unit Public Benefit Fee for Parks (Rental Units). Commencing with the
800th rental unit of the 1,500 residential units added to the North Newport Center
Planned Community pursuant to the Second Amendment to DA, any and all
Landowners implementing development of all or a portion of the remaining 700
residential units shall pay to City a per rental unit Public Benefit Fee for Parks in
the sum of $34,000 per unit at the issuance of the building permits for such rental
units. This fee is in -lieu of any Park Fee that would otherwise be applicable to the
1,500 residential units added to the North Newport Center Planned Community
pursuant to the Second Amendment to DA, including as may be required pursuant
to the Newport Beach Municipal Code."
10. Development Fees. During the Term of this Second Amendment to DA, the
Development Fees applicable to development of the 1,500 residential units added to the
North Newport Center Planned Community pursuant to this Second Amendment to DA
shall be the Park Fees and Public Benefit Fee as set forth in Sections [8] and [9] herein
and any other Development Fee required for development of the Property as of the
Effective Date that is unrelated to public benefits or parks and recreation. Consistent
with Section 5.2 of the Development Agreement, during the Term of the Development
Agreement as amended hereby, the City shall not increase the amount of the Public
Benefit Fee, Park Fees or any other Development Fees applicable to the Property except
as set forth in this Second Amendment to DA.
11. Master Landscape Plan and Improvements. Following the Effective Date of this Second
Amendment to DA, Landowners shall commence design of one Master Landscape Plan
for the areas around the Newport Center Ring Road and San Miguel Drive entry shown
on Exhibit E attached hereto, which plan may be submitted by any one Landowner, for
review and issuance of any required permit(s) by the City. Improvements described in
the Master Landscape Plan shall be completed prior to the issuance of the first certificate
of occupancy for one of the 1,500 residential units added to the North Newport Center
Planned Community pursuant to this Second Amendment to DA. The value of the
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improvement shall be equal to or greater than seventeen million dollars ($17,000,000) in
construction costs.
12. Voluntary Payment of Development Impact Fees. Notwithstanding anything in the
Development Agreement to the contrary, for projects implementing the 1,500 residential
units added to the North Newport Center Planned Community pursuant to this Second
Amendment to DA, any and all Landowners implementing development of all or a
portion of the 1,500 residential units shall pay the applicable Development Impact Fee
consistent with Ordinance No. 202[-]-[ ] at issuance of the building permit for such
residential units.
13. EUiration, Completion, or Exhaustion of Certain Obligations. In addition to the
obligations that were acknowledged as completed in the First Amendment, the Parties
agree that all applicable obligations of both Parties under the Development Agreement
have fully expired or have been fully exhausted or fully completed.
14. No Conflicting Enactments. Except to the extent City reserves its discretion as expressly
set forth in the Development Agreement, during the Term of the Development
Agreement as amended by this Second Amendment to DA, City shall not apply to the
Project any ordinance, policy, rule, regulation, or other measure relating to development
of the Project, as contemplated by this Second Amendment to DA, that is enacted or
becomes effective after the applicable Effective Date as set forth in Section 4 and 15 of
this Second Amendment to DA to the extent it conflicts with this Second Amendment to
DA unless specifically mandated by a court of competent jurisdiction as applicable to the
Project in a final and non -appealable order or judgment. No City moratorium or other
similar limitation relating to the rate, timing, or sequencing of the development or
construction of all or any part of the Project and whether enacted by initiative or another
method, affecting subdivision maps, building permits, occupancy certificates, or other
entitlement to use, shall apply to the Project to the extent such moratorium or other
similar limitation restricts a Landowner's vested rights in the Development Agreement
including this Second Amendment to DA or otherwise conflicts with the express
provisions of the Development Agreement or Second Amendment to DA unless
specifically mandated by a court of competent jurisdiction as applicable to the Project in
a final and non -appealable order or judgment.
15. Effective Date. "Effective Date" shall mean the latest of all of the following occurring:
(i) the date that is thirty (30) days after the date of the adopting ordinance for this
Agreement ("Adopting Ordinance") (ii) if a referendum concerning the Adopting
Ordinance for this Agreement or the PC-56 Amendment approved on or before the date
of the Adopting Ordinance is timely qualified for the ballot and a referendum election is
held concerning such Adopting Ordinance or PC-56 Amendment, the date on which the
referendum is certified resulting in upholding and approving the Adopting Ordinance and
such PC-56 Amendment and becomes effective, if applicable; (iii) if a lawsuit is timely
filed challenging the validity or legality of the Adopting Ordinance, this Agreement,
and/or the PC-56 Amendment, the date on which said challenge is finally resolved in
favor of the validity or legality of the Adopting Ordinance, this Agreement, and/or the
applicable PC-56 Amendment, whether such finality is achieved by a final non-
appealable judgment, voluntary or involuntary dismissal (and the passage of any time
required to appeal an involuntary dismissal), or binding written settlement agreement.
Promptly after the Effective Date occurs, the Parties agree to cooperate in causing an
appropriate instrument to be executed and recorded against the Property memorializing
the Effective Date.
16. Term. Section 11 of the Development Agreement is amended at paragraph two to read as
follows:
"The term of this Agreement ("Term") shall commence on the Effective Date and
shall continue thereafter until the earlier of the following: (i) September [_],
2042; or (ii) the date this Agreement is terminated pursuant to Sections 12 or 15.1
of this Agreement."
17. Amendment or Cancellation of Agreement. In addition to the termination rights provided
in Section 12 of the Development Agreement, the Parties agree that with respect to this
Second Amendment to DA, if after the Effective Date of the Second Amendment to DA,
a court of competent jurisdiction issues a final and non -appealable order or judgment
directing the City to set aside the PC-56 Amendment and this Second Amendment to DA,
the Second Amendment to DA shall terminate automatically without further notice or
action. In event of such termination, the Development Agreement as it existed prior to
the Second Amendment to DA shall remain in full force and effect.
18. Events of Default. The Parties hereby agree that Section 15.1 of the Development
Agreement is amended to add the following sentence at the end of the paragraph:
"Notwithstanding any of the foregoing or any other provision of this Agreement,
and consistent with Section 21.2 of the Agreement that the benefits and burdens
of this Agreement constitute covenants that run with the Property, other than The
Irvine Company LLC, no Landowner shall be liable under this Agreement for a
default by any other Landowner(s) with respect to the defaulting Landowner(s)'
Property, such that default by one Landowner shall not be considered a default by
all other Landowners."
19. Limited Recovery of the Legal Expenses by Prevailing P in AU Action. The Parties
hereby agree that Section 15.4 of the Development Agreement (Limited Recovery of the
Legal Expenses by Prevailing Party in Any Action) is deleted in its entirety.
20. Force Majeure. The Parties hereby agree that Section 17 of the Development Agreement
is amended to add the following as the last sentence of Section 17:
"In addition, in no event shall the time for performance of a monetary obligation,
including without limitation a Landowner's obligation to pay Public Benefit Fees,
be extended pursuant to this Section."
21. Third Party Legal Challenge. The Parties hereby agree that Section 19 of the
Development Agreement is deleted in its entirety and replaced with the following:
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"Third PmIy Liti ag tion. In addition to its indemnity obligations set forth in
Section 18 of this Agreement, each Landowner shall indemnify, defend, and hold
harmless City and City's officials, employees, agents, attorneys, and contractors
("City's Affiliated Parties') from and against any suits, claims, liabilities, losses,
damages, penalties, obligations, and expenses (including but not limited to
attorneys' fees and costs) ("Claim") against City or City's Affiliated Parties
seeking to attack, set aside, void, or annul the approval of this Agreement, the
Adopting Ordinance for this Agreement, the Development Plan (including any
related approvals), any of the Development Regulations for the Project (including
without limitation any actions taken pursuant to CEQA with respect thereto), any
subsequent discretionary approval, or the approval of any permit granted pursuant
to this Agreement with respect solely to such Landowner. Said indemnity
obligation shall include payment of attorney's fees, expert witness fees, City staff
costs, and court costs. City shall promptly notify each applicable Landowner of
any such Claim and City shall cooperate with such Landowner(s) in the defense
of such Claim. If City fails to promptly notify an applicable Landowner of such
Claim, such Landowner shall not be responsible to indemnify, defend, and hold
City harmless from such Claim until such Landowner is so notified and if City
fails to cooperate in the defense of a Claim such Landowner shall not be
responsible to defend, indemnify, and hold harmless City during the period that
City so fails to cooperate or for any losses attributable thereto. City shall be
entitled to retain separate counsel to represent City against the Claim and the
City's defense costs for its separate counsel shall be included in the applicable
Landowner's indemnity obligation, provided that such counsel shall reasonably
cooperate with the applicable Landowner in an effort to minimize the total
litigation expenses incurred by such Landowner. In the event either City or
Landowner recovers any attorney's fees, expert witness fees, costs, interest, or
other amounts from the party or parties asserting the Claim, such Landowner shall
be entitled to retain the same (provided it has fully performed its indemnity
obligations hereunder). The indemnity provisions in this Section 19 shall survive
termination of this Agreement."
22. Notices. Any required notices to Landowners shall be provided in the manner provided
in Section 24 of the Development Agreement, addressed to the City and the applicable
Landowner as follows:
TO CITY: City of Newport Beach
100 Civic Center Drive
Newport Beach, California
92660
Attn: City Manager
With a copy to: City Attorney
City of Newport Beach
100 Civic Center Drive
Newport Beach, California
92660
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TO LANDOWNER: 550 Newport Center Drive
Newport Beach, California 92660-0015
Attn: General Counsel
With a copy to: Latham & Watkins LLP
12670 High Bluff Drive
San Diego, California 92130
Attn: Jennifer K. Roy
23. Monetary Damages. The Parties agree that monetary damages shall not be an available
remedy for either Party for a Default hereunder by the other Party; provided, however,
that (i) nothing in this section is intended or shall be interpreted to limit or restrict City's
right to recover the Public Benefit Fees due from a Landowner as set forth herein; and (ii)
nothing in this section is intended or shall be interpreted to limit or restrict Landowner's
indemnity obligations set forth herein. In no event shall damages otherwise be awarded
against a Party upon an event of default or upon termination of this Second Amendment
to DA. The Parties hereby expressly waive any such monetary damages against the other
Parties. The sole and exclusive judicial remedy for a Landowner in the event of a Default
by the City shall be an action in mandamus, specific performance, or other injunctive or
declaratory relief.
24. No Personal Liability. The Parties hereby agree that Section 25.11 of the Development
Agreement (Non -Liability of City Officers and Employees) is deleted in its entirety and
replaced with the following:
"No Personal Liability of City Officials, Employees, or Agents. No City
official, employee, or agent shall have any personal liability hereunder for a
default by City of any of its obligations set forth in this Agreement."
25. Conflicts. Except as otherwise set forth herein to the contrary, all terns and provisions of
the Development Agreement shall remain unamended and continue in full force and
effect. This Second Amendment to DA and the Development Agreement, along with any
previous or future amendments, shall be construed together and constitute one agreement.
In the event of any inconsistency between this Second Amendment to DA and the
Development Agreement, the provisions of this Second Amendment to DA shall prevail.
26. Compliance with California Government Code Section 65867.5. California Government
Code Section 65867.5 provides that a development agreement is a legislative act that
shall be approved by ordinance and subject to referendum. A development agreement
shall not be approved unless the legislative body finds that the provisions of the
agreement are consistent with the general plan and any applicable specific plan. These
requirements of California Government Code Section 65867.5 have been satisfied by the
City's finding that this Second Amendment to DA is consistent with the City's General
Plan and the City's approval of this Second Amendment to DA by ordinance.
27. Compliance with California Government Code Section 66473.7. The area subject to the
Second Amendment to DA may include a future subdivision, and the City may, in its sole
and absolute discretion, approve certain tentative maps for such subdivision. Any such
subdivision will comply with all of the provisions of the Subdivision Map Act including,
but not limited to, California Government Code Section 65867.5 in that any tentative
maps will be approved by the City in compliance with California Government Code
Section 66473.7.
28. Section Headings. All section headings are inserted for convenience only and shall not
affect construction or interpretation of this Second Amendment to DA.
29. Incorporation of Exhibits. Exhibits A, B, C, D and E are attached to this Second
Amendment to DA and incorporated by reference as follows:
EXHIBIT
DESIGNATION
DESCRIPTION
A
List of Current Landowners and Properties
B
Legal Description of Added Property
C
Site Map of Added Property
D
2025 Affordable Housing Implementation Plan
E
Master Landscape Plan Area
30. Authority to Execute. The persons executing this Second Amendment to DA warrant and
represent that they have the authority to execute this Amendment on behalf of the party
for which they are executing this Second Amendment to DA. They further warrant and
represent that they have the authority to bind their respective party to the performance of
its obligations under this Second Amendment to DA. The City Manager or his/her
designee has the authority to implement the terms of this Second Amendment to DA and
execute any documents in furtherance of the terms of this Second Amendment to DA and
the Development Agreement so long as they have been reviewed and approved as to form
by the City Attorney.
31. Recordation. This Second Amendment and any amendment, modification, or
cancellation to it or the Development Agreement shall be recorded in the Office of the
County Recorder of the County of Orange, by the City of Newport Beach City Clerk in
the period required by California Government Code Section 65868.5 and City of
Newport Beach Municipal Code Section 15.45.090.
[SIGNATURE PAGE FOLLOWS]
LANDOWNER SIGNATURE PAGES TO
SECOND AMENDMENT TO ZONING IMPLEMENTATION
AND PUBLIC BENEFIT AGREEMENT
THE IRVINE COMPANY, LLC,
a Delaware limited liability company
By:
Name:
Title:
VILLAS AT FASHION ISLAND LLC,
a Delaware limited liability company
By:
Name:
Title:
THE COLONY AT FI LLC,
a Delaware limited liability company
By:
Name:
Title:
FASHION ISLAND RETAIL LLC,
a Delaware limited liability company
By:_
Name:
Title:
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ISLAND HOTEL FINANCE LLC,
a Delaware limited liability company
I0
Name:
Title:
660 NEWPORT CENTER DRIVE LLC,
a Delaware limited liability company
I0
Name:
Title:
650 NEWPORT CENTER DRIVE LLC,
a Delaware limited liability company
Name:
Title'
620 NCD LLC,
a Delaware limited liability company
By:
Name:
Title:
12
610 NEWPORT CENTER DRIVE LLC,
a Delaware limited liability company
Nrli i
Title:
600 NCD LLC,
a Delaware limited liability company
By:
Name:
Title:
5001550 NEWPORT CENTER DRIVE LLC,
a Delaware limited liability company
By:
Name:
Title:
520 NEWPORT CENTER DRIVE LLC,
a Delaware limited liability company
Name:
Title:
13
190 NCD LLC,
a Delaware limited liability company
I2FR3
Title:
MYFORD GATEWAY PORTFOLIO LLC,
a Delaware limited liability company
By:
Name:
Title:
100 NCD LLC,
a Delaware limited liability company
By:
Name:
Title:
CA
CITY SIGNATURE PAGE TO
SECOND AMENDMENT TO ZONING IMPLEMENTATION
AND PUBLIC BENEFIT AGREEMENT
ATTEST:
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
Aaron Harp, City Attorney
"CITY"
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CITY OF NEWPORT BEACH
Joe Stapleton, Mayor
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)
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Exhibit A:
LIST OF CURRENT LANDOWNERS AND PROPERTIES
Address
Ownershipntity
1000 San Joaquin Plaza
Villas at Fashion Island LLC
800 San Clemente
The Irvine Company LLC
888 San Clemente
The Irvine Company LLC
875 San Clemente/5100 Colony Plaza
The Colony at FI LLC
800/840/860/880 Newport Center Drive
The Irvine Company LLC
401 Newport Center Drive
Fashion Island Retail LLC
690 Newport Center Drive
Island Hotel Finance LLC
680 Newport Center Drive
The Irvine Company LLC
660 Newport Center Drive
660 Newport Center Drive LLC
650 Newport Center Drive
650 Newport Center Drive LLC
620 Newport Center Drive
620 NCD LLC
610 Newport Center Drive
610 Newport Center Drive LLC
600 Newport Center Drive
600 NCD LLC
500/550 Newport Center Drive
5001550 Ne ort Center Drive LLC
520 Newport Center Drive and 555 San
Nicolas Dr.
520 Newport Center Drive LLC
2071/2101 San Joaquin Hills Rd.
The Irvine Company LLC
450 Newport Center Drive
The Irvine Company LLC
190 Newport Center Drive
190 NCD LLC
110/120/130/140/160/170 Newport Center
Drive
Myford Gateway Portfolio LLC
100 Newport Center Drive
100 NCD LLC
Various Corner Monument Sign Parcels
The Irvine Company LLC
Exhibit B:
LEGAL DESCRIPTION OF ADDED PROPERTY
NEWPORT CENTER BLOCK 100
LEGAL DESCRIPTION
APNS 442-231-02 THROUGH-07, -9, 11, -13 AND -14
PARCELS 2, 3, 4, 5, 6, 7, 9 AND PARCEL °B", IN THE CITY OF NEWPORT BEACH, COUNTY
OF ORANGE, STATE OF CALIFORNIA, PER MAP FILED IN BOOK 52, PAGE 37 TOGETHER
WITH PARCELS 1 AND 'A' PER MAP FILED IN BOOK 76 PAGE 32, BOTH OF PARCEL MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
THE ABOVE DESCRIBED PARCEL CONTAINS 10.761 ACRES, MORE OR LESS.
THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN
CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS' ACT.
TIZC
KURT R. TROXELL, P.L.S. 7854 a
DATE PREPARED: 03/21/2025
V"k No. 7854
NEWPORT CENTER BLOCK 400
LEGAL DESCRIPTION
APN 442-082-05
PARCEL 1, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA, FILED IN BOOK 61, PAGE 10, OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
THE ABOVE DESCRIBED PARCEL CONTAINS 4.096 ACRES, MORE OR LESS.
THIS DESCRIPTION WAS PREPARED BY ME, OR UNDER MY DIRECTION, IN
CONFORMANCE WITH THE PROFESSIONAL LAND SURVEYORS'ACT.
'o, (L ��
KURT R. TROXELL, P.L.S. 7854
DATE PREPARED: 03/21/2025
Exhibit C:
SITE MAP OF ADDED PROPERTY
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130 Newport nter Dirn_ew .. - k3/,�� �t� Al . r •i n ii ..
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iwport Center Drive
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1200 New art Center Drive r
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1400 Newport Center Dr, I, + 1 -'r•
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Exhibit D:
2025 AFFORDABLE HOUSING IMPLEMENTATION PLAN
NORTH NEWPORT CENTER
PLANNED COMMUNITY
AFFORDABLE HOUSING
IMPLEMENTATION PLAN
Prepared For:
The City of Newport Beach
April 2025
Contents
I. Introduction................................................................................................................................... I
Background................................................................................................................................... I
II. Affordable Housing Plan ............................................................................................................... 3
ProposedPlan ................................................................................................................................3
Number of Affordable Units/Income Levels........................................................................................................ 3
Implementation......................................................................................................................................................... 4
Conclusion. ................................................................................................................................................................ 4
III. Consistency with Housing Element....................................................................................................................... 5
W. Amendments to the AHIP
5
V. Authority ....................................................................................................................................................................5
Figures
Exhibit 1 - North Newport Center Planned Community........................................................................2
North Newport Center Planned Community
Affordable Housing Implementation Plan
I. Introduction
The North Newport Center Planned Community (Planned Community) approval by the City of
Newport Beach includes a Planned Community Development Plan that implements the goals and
policies of the City's General Plan. The Planned Community, as shown on Exhibit 1, consists of seven
sub -areas within North Newport Center, a regional center comprised of major retail, professional
office, entertainment, recreation, hotel, and residential development.
Block 500, Block 600, and San Joaquin Plaza are designated in the General Plan as MU-H3, a
designation that allows for a mixed -use area combining commercial, office, entertainment, and
residential uses. A total of 1,500 residential units may be developed on the Housing Opportunity Sites
as identified in Newport Beach Municipal Code Sections 20.80.025 (Housing Opportunity Overlay
Zoning Districts maps) and 20.28.050 (Housing Opportunity (HO) Overlay Zoning Districts) including
Fashion Island, Block 100, Block 400, Block 600 and San Joaquin Plaza. The City has not adopted an
inclusionary housing policy. However, the City is encouraging new residential development projects
to provide affordable housing. This Affordable Housing Implementation Plan (AHIP) outlines how
affordable housing will be provided relative to the 1,500 new residential units allowed in the Planned
Community.
Background
On September 13, 2022, the Newport Beach City Council adopted the 6th Cycle Housing Element for
the 2021-2029 planning cycle in response to the Regional Housing Needs Assessment (RHNA)
allocation. The Housing Element identifies moderate income households as those with annual incomes
between 81 % and 120% of the County median household income. Low-income households are those
with annual incomes between 51% and 80% of the County median household income. Very -low
income households are those with annual incomes between 31 % and 50% of the County median
household income. Extremely low-income households are those with annual incomes of 30% or less
of the County median household income. While the Housing Element does not require an AHIP, this
document has been prepared to outline how the development will meet the City's affordable housing
goal.
The Southern California Association of Governments (SCAG) prepares the state -mandated RHNA.
The RHNA quantifies the need for housing within each jurisdiction during specified planning periods.
The City's General Plan Housing Element must include its "fair share" regional housing needs
allocation for all income groups which must be updated periodically. The most recently published
SCAG RHNA identifies the City allocation as follows:
• Total allocation between 10/15/2021 and 10/15/2029 — 4,845 units
• Very -low income allocation — 30% (1,456 units)
• Low-income allocation —19% (930 units)
• Moderate -income allocation — 22% (1,050 units)
North Newport Center Planned Community
Affordable Housing Implementation Plan
W.
Exhibit 1 - North Newport Center Planned Community
North Newport Center Planned Community 2
Affordable Housing Implementation Plan
II. Affordable Housing Plan
Proposed Plan
This Affordable Housing Implementation Plan includes the following plan
A. Construction of New Affordable Housing Units
The Irvine Company owns property within Newport Beach that would allow for the development of
new affordable housing. Irvine Company proposes to identify an appropriate site for the development
of affordable housing and to develop a new affordable housing project. Due to land costs, the location
may be located outside of Newport Center.
The units must be sold or rented to households qualifying as very -low or low-income households. The
annualized rents chargeable for occupancy of the Affordable Units shall not exceed thirty percent
(30%) of the Very -Low or Low- income limits. The restriction on these units — for example, tenant
selection procedures, monitoring — will be included in an affordable housing agreement, which shall
be submitted for review and approval by the City Attorney and recorded against the property(ies).
B. Dedication of Property to the City
If Irvine Company is unable to construct new affordable housing units as described in Section II.A
above and in a manner consistent with the Implementation terms below, Irvine Company shall dedicate
land to the City, which could include land not currently zoned for residential use, for the purpose of
future affordable housing development. The site shall be of adequate size to allow for construction of
at least 105 affordable housing units at an assumed density of 20-50 dwelling units to the acre. The site
shall be free of any restrictions such as easements, covenants, conditions, or other restrictions that
would preclude or make financially infeasible the development of the intended affordable housing
development as determined by the City. The City shall coordinate with Irvine Company regarding
design. Notwithstanding any covenants, conditions or other restrictions, the City shall be the final
review authority regarding design of the building(s) and property.
C. Fee Payment
In the event that construction of new affordable housing units as described in Section II.A above, or
dedication of property as described in Section II.B above, is not possible, Irvine Company shall pay
the City an affordable housing in -lieu fee of $36,690 per market -rate unit constructed. If the City
determines that the conditions in Sections II.A and II.B above cannot be met, the fee for any market -
rate unit that has received a building permit shall be paid to the City within 90 days of said
determination. For any remaining market -rate units to be constructed, the in -lieu fee shall be paid at
the time of building permit issuance.
Number and Type of Affordable Units
The Irvine Company proposes to build new affordable housing units which equate to 7% of new
market -rate housing units built in Newport Center or other areas. Irvine Company shall be permitted
to construct conventional affordable housing or senior affordable housing. Irvine Company shall be
required to build the number of affordable housing units equivalent to 7% of new market -rate
residential units. Irvine Company is contemplating the construction of approximately 1,500 new
market -rate residential units in Newport Center, which would require construction of 105 new
North Newport Center Planned Community 3
Affordable Housing Implementation Plan
affordable units. If affordable units are provided in excess of the 7% requirement, Irvine Company
shall be allowed to offset any future residential development against the excess affordable units
provided.
Implementation
The new affordable housing units shall be constructed on a single site and may be implemented in a
single phase or in multiple phases. Irvine Company shall secure the first approved building permit
from the City by January 31, 2029, for the affordable housing units required under this AHIP (Section
II.A), unless the deadline is extended by the Director of Community Development upon mutual consent
of the parties.
Conclusion
Implementation of this AHIP will result in the availability of affordable housing units as identified
above within the City of Newport Beach in accordance with the City's Housing Element.
North Newport Center Planned Community 4
Affordable Housing Implementation Plan
III. Consistency with Housing Element
The City of Newport Beach adopted a Housing Element Implementation Plan in 2024. A Housing
Element was included in the General Plan in accordance with state law. The Housing Element was
updated in 2022 and amended in 2024. The Housing Element identifies goals and programs for the
provision of affordable housing in the City. The AHIP is intended to meet the specific goals of the
Housing Element as follows:
Housing Goal #3 A variety of housing types, designs, and opportunities for all social and
economic segments.
Housing Policy 3.1 Encourage preservation of existing and provision of new housing
affordable to extremely low-, very low-, low-, and moderate -income
households.
The AHIP supports the City's requirement for the provision of affordable housing for all new
residential development. The Irvine Company has prepared a Development Agreement in accordance
with this Policy/Program.
Housing Goal #5 Preservation of the City's housing stock for extremely low-, very low-, low-, and
moderate -income households.
Housing Policy 5.1 Continue or undertake the following programs to mitigate potential loss of "at risk"
units due to conversion to market -rate units. These efforts utilize existing City and
local resources. They include efforts to secure additional resources from public and
private sectors should they become available.
The affordable housing provided per the AHIP will increase the City's affordable housing stock. The
units will be deed -restricted to remain affordable for a period of 55 years. In addition, the developer
will provide periodic reports in the form required by the City. The provision of the affordable housing units
will assist the City in meeting Housing Element Goal #1: Provision of adequate sites to accommodate projected
housing unit growth needs identified by the 2021-2029 RHNA.
In conclusion, the AHIP is consistent with the relevant goals and programs in the City's 2022 General Plan
Housing Element.
IV. Amendments to the AHIP
This AHIP may be amended with the approval of the City Council.
V. Authority
The AHIP has been adopted by the City of Newport Beach per Resolution No. 2025-_ on the 29th
day of April, 2025.
North Newport Center Planned Community 5
Affordable Housing Implementation Plan
Exhibit E:
MASTER LANDSCAPE PLAN AREA
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