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HomeMy WebLinkAbout25 - Third Amendment to Development Agreement No. DA2012-003 for the Uptown Newport Planned Community located at 4321 Jamboree Road (PA2025-0010)Q �EwPpRT CITY OF s NEWPORT BEACH `q44:09 City Council Staff Report July 22, 2025 Agenda Item No. 25 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. 2025-17: Third Amendment to Development Agreement No. DA2012-003 for the Uptown Newport Planned Community located at 4321 Jamboree Road (PA2025-0010) ABSTRACT: Uptown Newport Jamboree LLC is requesting an amendment to Section 4.5 (Light Industrial Land Uses) of Uptown Newport Development Agreement (DA) No. DA2012- 003 (Third Amendment to DA), to extend the existing light industrial land uses currently operating as Tower Semiconductor (TowerJazz) located within future Phase 2 of Uptown Newport Planned Community (PC-58) by 3.5 years, from March 12, 2027, to September 12, 2030 (Project). For the City Council's consideration is the introduction of an ordinance approving the Third 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. 2025-17, An Ordinance of the City Council of the City of Newport Beach, California, Approving the Third Amendment to Development Agreement No. DA2012-003 for the Property at 4321 Jamboree Road Located Within Uptown Newport Planned Community (PA2025-0010), and pass to second reading on August 26, 2025. 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. 25-1 Ordinance No. 2025-17: Third Amendment to Development Agreement No. DA2012- 003 for the Uptown Newport Planned Community located at 4321 Jamboree Road (PA2025-0010) July 22, 2025 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 and its ancillary uses. Timing for Phase 2 construction is contingent on the existing lease with the TowerJazz facility, which currently extends 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. Uptown Newport -Phasing Plan U 100 100QM Figure 2 below illustrates the existing location of TowerJazz facility with its ancillary uses and surface parking in Uptown Newport Planned Community. Figure 2 25-2 Ordinance No. 2025-17: Third Amendment to Development Agreement No. DA2012- 003 for the Uptown Newport Planned Community located at 4321 Jamboree Road (PA2025-0010) July 22, 2025 Page 3 TowerJazz Facility Phase 1 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. In exchange for vesting rights, the DA included several public benefits, including the payment of public benefit fees, park land dedication and improvements, park maintenance, publicly accessible open space, and construction of 102 housing units affordable to very low-income households. The term of the DA is 15 years, with two five-year extensions. The DA became effective on April 11, 2013, and one of two five-year extensions has been granted to allow the DA to remain effective until April 11, 2033 (2013+15+5). 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: 1) deferring the payment of public benefit fees to the City from the issuance of building permits to the issuance of certificates of occupancy; and, 2) 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. Second Amendment to DA2012-003 On October 22, 2024, the City Council adopted Ordinance No. 2024-24 to approve the Second Amendment to DA (PA2024-0078) 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. The approved Second Amendment has no impact on the development of PC-58, the overall terms, condition or development rights specified in the DA; other than allowing excess park in -lieu fee credits to be used towards public benefit fee obligations. 25-3 Ordinance No. 2025-17: Third Amendment to Development Agreement No. DA2012- 003 for the Uptown Newport Planned Community located at 4321 Jamboree Road (PA2025-0010) July 22, 2025 Page 4 Reauested Amendment The applicant, on behalf of TowerJazz, proposes amending Section 4.5 (Light Industrial Land Uses) of the DA to extend the closure date for TowerJazz facility by 3.5 years, from March 12, 2027, to September 12, 2030 (Attachment No. B). The proposed amendment does not affect nor make any additional changes to the DA, other than extending the light industrial use beyond the intended expiration date. No changes are required to PC-58 as the DA is the controlling legal document entered by the City of Newport Beach and the property owners that specified the timeline of development for the entire planned community. The existing light industrial use will continue operating as a legal, nonconforming use pursuant to the Newport Beach Municipal Code. Planning Commission Review and Recommendation On June 19, 2025, the Planning Commission conducted a duly noticed public hearing to consider the Project. The Planning Commission discussed the merits of the Project including the term of the DA as it related to the proposed DA amendment. The Planning Commission also received public comments concerned with the extended operation of TowerJazz due to noise -related issues and postponement of public benefits specified in the DA. At the conclusion of the public hearing, the Planning Commission unanimously voted to adopt Resolution No. PC2025-009, 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: No fiscal impact directly related to the Third Amendment to DA. 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. Additionally, a CEQA Consistency Memorandum has been prepared by PlaceWorks (Exhibit "A" of Attachment No. A) and determined that the proposed amendment is consistent with the Uptown Newport Planned Community (PC-58) and within the scope 25-4 Ordinance No. 2025-17: Third Amendment to Development Agreement No. DA2012- 003 for the Uptown Newport Planned Community located at 4321 Jamboree Road (PA2025-0010) July 22, 2025 Page 5 of previously prepared CEQA documents. No additional environmental review pursuant to CEQA is required. 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 the July 22, 2025 City Council meeting, which was posted at City Hall and on the City website. Furthermore, the agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS: Attachment A — Ordinance No. 2025-17 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. PC2025-009 25-5 Attachment A Draft Ordinance - Third Amendment to DA2012-003 25-6 ORDINANCE NO. 2025-17 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH, CALIFORNIA, APPROVING THE THIRD AMENDMENT TO DEVELOPMENT AGREEMENT NO. DA2012-003 FOR THE PROPERTY AT 4321 JAMBOREE ROAD LOCATED WITHIN UPTOWN NEWPORT PLANNED COMMUNITY (PA2025-0010) WHEREAS, Section 200 of the City Charter, of the City of Newport Beach ("City"), vests the City Council with the authority to make and enforce all laws, rules and regulations with respect to municipal affairs subject only to the restrictions and limitations contained in the City Charter and the State Constitution, and the power to exercise, or act pursuant to any and all rights, powers, and privileges or procedures granted or prescribed by any law of the State of California; WHEREAS, an application was filed by Uptown Newport Jamboree, LLC ("Applicant") with respect to a 25.05-acre property located at 4141-4321 Jamboree Road, 4251-4291 Uptown Newport Drive and 4288 Half Dome Place, legally described as Parcels 1 through 4 of Parcel Map No. 2013-108 ("Property"); WHEREAS, the Applicant proposes to amend Section 4.5 (Light Industrial Land Uses) of Development Agreement No. DA2012-003 ("Third Amendment to DA"), to extend the existing light industrial land uses currently operating as Tower Semiconductor (AKA TowerJazz) located within future Phase 2 of Uptown Newport Planned Community (PC-58) by 3.5 years, from March 12, 2027, to September 12, 2030 ("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; 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 Development Agreement No. DA 2012-003 ("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; 25-7 Ordinance No. 2025- Page 2 of 5 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 which 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 "Landowners") with each Landowner agreeing to be bound by all the terms, covenants and conditions relating to the DA; WHEREAS, the City Council adopted Ordinance No. 2015-11 on May 12, 2015, approving the First Amendment to the DA to defer the timing of payment of public benefit fees and park in -lieu fees to the City; WHEREAS, the City Council adopted Ordinance No. 2024-24 on October 22, 2024, approving the Second Amendment to DA to authorize park in -lieu fee credits to be applied towards public benefit fees in certain limited circumstances; WHEREAS, the Applicant submitted an application on April 30, 2025, requesting the Third Amendment to DA, which is attached hereto as Exhibit "A," and incorporated herein by reference, to allow a 3.5-year extension of the light industrial uses located at the TowerJazz facility, from March 12, 2027, to September 12, 2030; WHEREAS, a public hearing was held by the Planning Commission on June 19, 2025, 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. PC2025-009 by a unanimous vote (7 ayes, 0 nays), recommending the City Council approve the Third Amendment to DA; Ordinance No. 2025- Page 3 of 5 WHEREAS, a public hearing was held by the City Council on July 22, 2025, 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 Government Code Section 54950 et seq. ("Ralph M. Brown Act"), and 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; WHEREAS, the City Council finds the Third Amendment to DA is consistent with the General Plan and Uptown Newport Planned Community Development Plan (PC-58), NBMC and Subdivision Map Act as the Third Amendment to DA will simply extend the implementation of the Phase 2 development which consists of mixed housing types, supporting retail use and a one -acre public park; and WHEREAS, the City Council finds the Third Amendment to DA does not affect nor make changes to the allocated number of residential units, approved uses, and parcel and site designs allowed by the Uptown Newport PC and remains consistent with the land uses, densities, and intensities of the Uptown Newport PC, the General Plan Land Use designation of Mixed -Use Horizontal-2 and the Airport Business Area Integrated Conceptual Development Plan. NOW THEREFORE, the City Council of the City of Newport Beach ordains as follows.. Section 1: The Third Amendment to Development Agreement No. DA2012- 003, which is attached hereto as Exhibit "A", and incorporated herein by reference, is hereby approved. Section 2: A California Environmental Quality Act ("CEQA") Consistency Memorandum has been prepared and determined that all significant environmental concerns for the Third Amendment 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 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 CEQA Consistency Memorandum prepared for the Project is attached hereto as Exhibit "B" and incorporated by reference. 25-9 Ordinance No. 2025- Page 4 of 5 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. 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. 25-10 Ordinance No. 2025- Page 5 of 5 This ordinance was introduced at a regular meeting of the City Council of the City of Newport Beach held on the 22nd day of July, 2025, and adopted on the 26th day of August, 2025, by the following vote, to -wit: AYES: NAYS: ABSENT: Joe Stapleton, Mayor ATTEST: Molly Perry, Interim City Clerk APPROVED AS TO FORM: CITY TTORNEY'S OFFIC Aaron C. Harp, City Attorney Attachment: Exhibit "A" —Third Amendment to Development Agreement Exhibit "B" - CEQA Consistency Memorandum 25-11 Exhibit "A" Third Amendment to Development Agreement 25-12 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. THIRD AMENDMENT TO DEVELOPMENT AGREEMENT between CITY OF NEWPORT BEACH and TSG-PARCEL 19 LLC, AND UPTOWN NEWPORT JAMBOREE, LLC CONCERNING UPTOWN NEWPORT PROPERTY 6/10/2025 v2 1238697.3 25-13 THIRD AMENDMENT TO DEVELOPMENT AGREEMENT (Pursuant to Newport Beach Municipal Code Chapter 15.45 and California Government Code sections 65864-65869.5) This THIRD AMENDMENT TO DEVELOPMENT AGREEMENT (the "Third Amendment") is dated for reference purposes as of the day of , 2025 (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, 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." 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 Third 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"). With respect to Parcel 3, the Agreement has terminated pursuant to Section 2.4 of the Agreement because (1) Parcel 3 has been finally subdivided and leased to ultimate users (residents) for a period of more than one year, (2) a final Certificate of Occupancy has been issued for all buildings contained in Parcel 3, (3) the duties under the Agreement and the Uptown Newport Development Plan have all been satisfied with respect to Parcel 3, and (4) all Master Site Improvements have been completed for Parcel 3. D. 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. E. The City Council adopted Ordinance No. 2024-24 on October 22, 2024, approving the Second Amendment to Development Agreement ("Second Amendment") to add Section 4.6 (Park In -Lieu Fee Credits) to authorize park in -lieu fee credits be applied towards public benefit fees certain limited circumstances. 2 25-14 F. 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 the Second Amendment, as modified in Exhibit "C" to this Third Amendment. G. The Parties now wish to enter into this Third Amendment to extend the existing light industrial land uses currently operating as Tower Semiconductor (AKA TowerJazz) located within future Phase 2 of Uptown Newport Planned Community (PC-58) by 3.5 years, from March 12, 2027, to September 12, 2030. H. 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 Third Amendment is consistent with the Development Agreement Ordinance. I. This Third 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. J. On June 19, 2025, the Planning Commission held a properly noticed public hearing on this Third Amendment and considered the testimony and information submitted by City staff, Landowners, and members of the public. On June 19, 2024, consistent with applicable provisions of the Development Agreement Statute and Development Agreement Ordinance, the Planning Commission adopted Resolution No. PC2025-009, recommending the City Council approve this Third Amendment. K. In recognition of the significant public benefits that the Agreement, as amended, provides, the City Council has found that this Third Amendment: (i) is consistent with the City of Newport Beach General Plan as of the date of the Agreement, the First Amendment, the Second Amendment, and this Third 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) ("EIW') 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. L. On July 22, 2025, the City Council held a properly noticed public hearing on this Third Amendment and considered the testimony and information submitted by City staff, Landowners, and members of the public. On August 26, 2025, consistent with applicable provisions of the Development Agreement Statute and Development Agreement Ordinance, the City Council held second reading and adopted Ordinance No. 2025- , finding the Third Amendment to be consistent with the City of Newport Beach General Plan and approving this Third Amendment. 3 25-15 AGREEMENT NOW, THEREFORE, City and Landowners agree as follows: 1. Section 4.5 (Light Industrial Land Uses) of the Agreement is hereby amended as follows: 464.5 Light Industrial Land Uses. Light industrial land uses will cease on the Property as of September 12, 2030." 2. All of the Recitals in this Third 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 Third Amendment. Exhibits A through C are incorporated by reference to the Agreement, First Amendment, Second Amendment and this Third Amendment as follows: EXHIBIT ESIGNATION ESCRIPTION Legal Description of Property Depiction of the Property Property Addresses and Assessor Parcel Numbers 3. Full Force and Effect. Except as modified by this Third Amendment, the Second Amendment, First Amendment, and Agreement shall remain in full force and effect. 4. Recitals. The Recitals set forth above are true and correct and incorporated herein by reference. 5. Counterparts. This Third Amendment may be signed by the Parties in different counterparts and the signature pages combined shall create a single document binding on all Parties. 6. Recordation. The City Clerk of City shall record this Third 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 Third Amendment and the date of recordation of this Third Amendment shall not modify or amend the Effective Date or the Termination Date of the Agreement. [SIGNATURE PAGE FOLLOWS] 4 25-16 LANDOWNERS SIGNATURE PAGE TO THIRD 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: 25-17 CITY SIGNATURE PAGE TO THIRD AMENDMENT TO DEVELOPMENT AGREEMENT "CITY" CITY OF NEWPORT BEACH as ATTEST: Molly Perry, Interim City Clerk APPROVED AS TO FORM: Aaron C. Harp, City Attorney Joe Stapleton, Mayor Attachment: Exhibit C - Property Addresses and Assessor Parcel Numbers 0 25-18 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 State of California County of } On 920 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 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) 25-19 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 25-20 Exhibit "B" CEQA Consistency Memorandum 25-21 PLACEWORKS TECHNICAL MEMORANDUM DATE May 27, 2025 TO Community Development Department City of Newport Beach ADDRESS 100 Civic Center Drive Newport Beach, CA 92660 CONTACT Rosalinh Ung, Principal Planner FROM JoAnn Hadfield, Principal SUBJECT CEQA Environmental Review for the Proposed Revision to the Uptown Newport Development Agreement (3rd Amendment) to Extend Tower Jazz Operations 3.5 Years PROJECT NUMBER CNB-27 PURPOSE OF THIS MEMORANDUM The purpose of this memorandum is to document PlaceWorks' review of applicable environmental documentation and processes pursuant to the California Environmental Quality Act (CEQA) to determine whether the proposed 3rd Amendment to the Uptown Newport Development Agreement (proposed project) is within the scope, and consistent with, the previous entitlement approvals forthe Uptown Newport Planned Community (PC-58). The discussion includes the following: » Background - Uptown Newport Environmental Review to -date » Proposed Project — description of the proposed amendment to the Uptown Newport Development Agreement. » EIR Phasing Assumptions and Analysis » Uptown Newport Development Status » Proposed Project Consistency Review — review of the currently proposed project with respect to the permitted land uses, environmental analysis and regulatory requirements described in the Uptown Newport EIR as addended. » Conclusion — summary of whether the proposed project is consistent and within the scope of the Uptown Newport EIR as addended. 3 MacArthur Place, Suite 1100 1 Santa Ana, California 92707 1 714.966.9220 1 PlaceWorks.com 25-22 PLACEWORKS BACKGROUND — UPTOWN NEWPORT ENVIRONMENTAL REVIEW The subject property is located in the Airport Area and 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. The Uptown Newport Planned Community, among other entitlements, was approved on March 12, 2013, and the original Environmental Impact Report (EIR) was certified on February 26, 2013 (State Clearinghouse No. 2010051094) for the removal existing office and industrial uses and construction of 1,244 residential units, 11,500 square -feet (SF) of neighborhood -serving retail space and approximately two acres of public park in two primary phases. Subsequently, two EIR Addendums were approved as described below: » Addendum No. 1 to the Uptown Newport EIR — addresses alternative and phasing of the 11,500 square - foot commercial component, which included the elimination of commercial component on Lot 3 of Tract Map 17763 and replacement of 7 additional residential units; relocation of 3,500 square -foot retail use to Lot 2 and 3,000 square -foot retail use to Lot 1 of Phase 1, and remaining commercial component to be developed in Phase 1 and/or Phase 2. Approved March 23, 2017. Addendum No. 2 to the Uptown Newport EIR — addresses construction of a room/enclosure within an existing building for an existing TowerJazz's 2,230-gallon anhydrous ammonia tank (alternative mitigation in comparison to EIR). Approved July 28, 2020. PROPOSED PROJECT The applicant proposes to extend the terms of TowerJazz's lease agreement by seeking a 3.5-year extension of the original termination date. This request is to extend the sunset date stated the Development Agreement from March 12, 2027, to September 12, 2030. » An amendment to the Uptown Newport Development Agreement (3'd amendment) to extend the Sunset date of TowerJazz Semiconductor operations to September 12, 2030. The proposed project would not alter any of the land uses approved for the project site. Changes would be limited to an extension of the timeline for buildout of the development as assumed in the EIR. EIR PHASING ASSUMPTIONS AND ANALYSIS The following are the land use statistics by phase as included in Chapter 3, Project Description, of the Uptown Newport EIR (Table 3.2): Uptown Newport Land Use Summary (EIR Table 3.2) Phase t Phase 2 Total Number of Units 680 564 1,244 Developable Area (ac.) 8.65 10.02 18.67 Park Area (ac.) 1.03 1.02 2.05 Retail (sf) 11,500 0 11,500 Right of Way Area (ac.) 2.61 1.72 4.33 Total Area (ac.) 12.29 12.76 25.05 May 27, 2025 1 Page 2 25-23 PLACEWORKS The EIR describes the proposed General Phasing of the project as follows: The project would be developed in two primary phases, as shown on Figure 3-6, Site Plan and Phasing Plan, and detailed in Table 3-2, Land Use Summary. The first phase of the project is projected to commence in 2013 and be completed by 2018. Timing for Phase 2 would be contingent on the existing lease of the TowerJazz building, which is currently set to expire in March 2017, but could be extended to as late as March 2027. This DEIR conservatively assumes that Phase 2 could commence as early as spring 2017 with buildout through 2021. The operation of the TowerJazz facility, an existing semiconductor manufacturing facility, is expected to continue as an interim use after the development of Phase 1. This DEIR, therefore, addresses the potential impacts of the Phase 1 development (an interim condition with 680 residential units and 11,500 square feet of commercial uses) operating adjacent to the TowerJazz facility. Similarly, an SCE substation at the northwest corner of Fairchild Road and Jamboree Road would remain after Phase 1 development and be eliminated during Phase 2 development. Figure 1-1 shows the approved Phasing Plan for the project. Note that the retail use location in Lot 2 was revised per the March 2017 EIR Addendum to highlight portions to be developed in Phase 1 and Phase 2. UPTOWN NEWPORT DEVELOPMENT STATUS As of May 2025, Phase 1 located on the westerly side of the property is nearly completed with a total of 548 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); u Uptown Newport Residences. a 60-unit condominium project (entitled); and Phase 1 Park. a one -acre public park (improved and open to public). None of the retail use has been developed. After the approval of Uptown Newport Planned Community, the entitlement for 77 Phase 1 units was transferred to the 1300 Bristol residential project within the same statistical area of the City. The remaining entitlement for Uptown Newport Phase 1 unbuilt units is therefore 55 units. Phase 2 is located on the easterly side of the property and currently occupied by TowerJazz Semiconductor and its ancillary uses. Phase 2 will not be developed until the TowerJazz lease expires, and this use has vacated from the project site. Phase 2 will include the remaining residential uses allocated in Phase 1 (55 units), the 564 units allocated for Phase 2, and the one -acre park and 11,500 SF commercial/retail use. PROPOSED PROJECT CONSISTENCY REVIEW As summarized above, development thus far has occurred within the development envelope defined and analyzed for each project phase in the EIR. Also as described, future Phase 2 development is now proposed to include some development originally proposed for Phase 1. With the proposed Development Agreement May 27, 2025 1 Page 3 25-24 PLACEWORKS Amendment, the next phase, including full build -out of the project, would be extended by approximately 3.5 years in comparison to the description in the EIR. Although the EIR described the potential TowerJazz lease extension to 2027, inclusive of two 5-year lease extensions, the EIR analyzed the construction schedule assuming buildout under expiration of the lease in 2017,. It concludes that this would be the most conservative analysis as the impacts would be more concentrated. Under this scenario, it was assumed that there would be some overlap of the construction schedule for the two phases (during 2017 and 2018). Under the 2027 lease expiration, there would be no overlap of the construction phases and related impacts. As with the extended lease agreement to 2027 considered in the EIR, under the proposed Development Agreement Amendment extending Tower Jazz's lease until September 12, 2030, there would be no construction overlap between Phase 1 and Phase 2. This would reduce the impacts as analyzed in the EIR. For example, the daily maximum air quality and greenhouse gas emissions quantified for the project would be reduced since they would only reflect the maximum daily for activities for each phase independently. Since there are no land use changes proposed in the Development Agreement Amendment, the project would not affect any of the EIR analysis related to operational impacts (e.g. air quality, GHG, public service, utilities). Similarly, the proposed DA Amendment would not affect the area disturbed by the proposed project or the physical resources that could be impacted. Since none of the Phase 2 land uses would be developed until the TowerJazz facility is vacated and related hazards are remediated as described in the EIR, the lease extension would not alter the impacts as analyzed and mitigated pursuant to the EIR. Furthermore, approval of the DA Amendment would not alter the findings of the cumulative impact analyses throughout the EIR. Although the full impact of the project would be extended, the total, incremental impact of the project on the environment upon buildout would not change. The net impact would be the same as analyzed in the EIR. Additionally, as the Uptown Newport Planned Community is entitled, the impact contribution of this project has been/will be included in the environmental assessment for future projects as a related project for cumulative analyses. 1 1111 L4wifo7T Based on our review as documented above, the proposed revision to the Uptown Newport Development Agreement (3rd Amendment) to extend TowerJazz operations approximately 3.5 years is consistent within the scope of the certified, February 2013, Uptown Newport EIR, as addended, for this project. No additional environmental review pursuant to CEQA is required. May 27, 2025 1 Page 4 25-25 r' = 1lift lilt Ifi111IjRjj 1IItIIIIIIIllliftIIIIII-jJ.HIMII1I11IIIIIIIYi11111111111tu1', i 'iY�.:itlCra;;,,iir � ��� •� � uLLLLLn tilt"P;-- • � M M AMR- ��F iifbi ���imrrmrrrrrmnrnmxr. r Phase 2 1 i ~ 1 PI)Cbe>111tu 1 +� F J Phase 1 Phase 2 Total Number of Units: 680 564 1,244 Developable Area (ac): 8.74 9.72 18.46 - - �� ��e�� Park Area (ac); 1.03 1.02 2.05 _:- »t i� • r a "#I� - . aim 1 rra T�7 7�`_'-'i1�i��T�� Retail (sf): 11,500 U 11,500 -_J-A M:B 0 R E E R 0 A © Right of Way Area (ac): 3.24 1.30 4.54 .---i®- �— ----' -� - - Tot aIArea(ac): 13.01 12.04 25.05 Figure 1-'l: Phasing Diagrarii a 100' 20-9 4DU 25-26 Attachment B Applicant's Letter of Request 25-27 April29, 2025 City of Newport Beach Attn: Ms. Rosalinh Ung 100 Civic Center Drive Newport Beach, CA 92660 Re: Uptown Newport proposed Development Agreement Amendment Application Request Uptown Newport Jamboree, LLC (the Owner of Uptown Newport Planned Community) is requesting a three and a half (31/2) year extension for the light industrial uses located at the TowerSemi (AKA TowerJazz) facility, from March 12, 2027 to September 12, 2030, by amending Section 4.5 (Light Industrial land Uses) of Uptown Newport development Agreement No. DA2012-003 (DA). This would be a third amendment to the DA. Sincerely, 101d&— �. AV William A. Shopoff President & CEO 25-28 Attachment C Planning Commission Staff Report 25-29 PQR �. CITY OF NEWPORT BEACH n PLANNING COMMISSION STAFF REPORT ' June 19, 2025 cq��nR��P Agenda Item No. 2 SUBJECT: Uptown Newport (PA2025-0010) ■ Development Agreement No. DA2012-003, Third Amendment SITE LOCATION: 4321 Jamboree Road APPLICANT: Uptown Newport Jamboree, LLC OWNER: Uptown Newport Jamboree, LLC PLANNER: Rosalinh Ung, Principal Planner 949-644-3208 or rung@newportbeachca.gov PROJECT SUMMARY Amendment to Section 4.5 (Light Industrial Land Uses) of Uptown Newport Development Agreement No. DA2012-003 (DA) to extend the allowable term of existing light industrial land uses currently operating as Tower Semiconductor (TowerJazz) located within future Phase 2 of Uptown Newport Planned Community (PC-58). The request is for an additional 3.5 years, from March 12, 2027 to September 12, 2030. RECOMMENDATION 1) Conduct a public hearing; 2) Find that all significant environmental concerns for the proposed project have been adequately 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. PC2025-009 approving Uptown Newport Development Agreement No. DA2012-003, Third Amendment (Attachment No. PC 1). 25-30 Uptown Newport Development Agreement No. DA2012-003 Third Amendment (PA2025-0010) Planning Commission, June 19, 2025 Page 2 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) Phase 2 PC-15 (Koll Center NORTH MU-H2 Newport Planned Office Developments Community) SOUTH UCI North Campus FVCI North Campus UCI North Cam us Office/Commercial EAST MU-H2/UCI North PC-15 & UCI North Developments & UCI North Campus Campus Campus WEST j MU-H2 PC-15 Office Developments 25-31 Uptown Newport Development Agreement No. DA2012-003 Third Amendment (PA2025-0010) Planning Commission, June 19, 2025 Page 3 INTRODUCTION Project Setting 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. 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, 24 units received Certificate of Occupancy); • Uptown Newport Residences: a 60-unit condominium project (entitled); and • Phase 1 Park: a one -acre public park (improved and open to the public). Of the 132 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. Exhibit 1 below illustrates the approved phasing plan for PC-58; and the locations of approved/improved residential projects and one -acre public park in Phase 1. 25-32 Uptown Newport Development Agreement No. DA2012-003 Third Amendment �f Exhibit 1 —n rrri of us 111111-IIIE-HIII II IIII r r111111I111 rrrrll lllll - i f � Uptown Newport Phase 2 Residences - — -- Parkhouse Phase 1 Park f Residences l Phase'wl` 1� - I Phase . r 2 One Uptown Newport Residences (Retail compone il oved to Phase 2) 41 Uptown Newport - Phasing Plan (PA2025-0010) Planning Commission, June 19, 2025 Page 4 M MK .'] - CAI lll Number of Units: 690 564 1,244 Developable Area (ac): 8.74 9.72 18.46 Park Area (ac): 1 M 1.02 2.05 — Retail (sf): 11,500 0 11,500 Right of Way Area (ac): 3.24 1.30 4.54 Total Area (ac): 1301 12.04 25.05 0' 100 200' 470 Phase 2 is located on the easterly side of the property and currently occupied by TowerJazz. Timing for Phase 2 construction is contingent on the existing lease with the TowerJazz facility, which currently extends to March 12, 2027. At the conclusion of the lease term, the TowerJazz facility is intended to be demolished and redeveloped with 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. The Vicinity Map above illustrates the existing location of TowerJazz facility with its ancillary uses and surface parking in Uptown Newport Planned Community. 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) and vesting 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 the earliest expiration could be in 2028 (2013+15). In exchange for vesting rights, the DA included several public benefits, including the payment of public benefit fees, park land dedication and improvements, park maintenance, publicly accessible open space, and construction of 102 housing units affordable to very low-income households. 25-33 Uptown Newport Development Agreement No. DA2012-003 Third Amendment (PA2025-0010) Planning Commission, June 19, 2025 Page 5 First Amendment to DA2012-003 On May 12, 2015, the City Council adopted Ordinance No. 2015-11 to approve the First Amendment to DA (PA2015-015) to allow: 1) deferring the payment of public benefit fees to the City from the issuance of building permits to the issuance of certificates of occupancy; and, 2) 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. li - • �I�G"itait' a iF#JAV /Ilf alllk� On October 22, 2024, the City Council adopted Ordinance No. 2024-24 to approve the Second Amendment to DA (PA2024-0078) 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. The approved Second Amendment has no impact on the development of PC-58, the overall terms, condition or development rights specified in the DA; other than allowing excess park in -lieu fee credits to be used towards public benefit fee obligations. DISCUSSION Proposed DA Amendment The applicant, on behalf of TowerJazz, proposes amending Section 4.5 (Light Industrial Land Uses) of the DA to extend the closure date for TowerJazz facility by an additional 3.5 years, from March 12, 2027, to September 12, 2030 (Attachment No. PC 2). The proposed amendment does not affect nor make any additional changes to the DA, other than extending the light industrial use beyond the intended expiration date. No changes are required to PC-58 as the DA is the controlling legal document entered by the City and the property owners that specified the timeline of development for the entire planned community. The existing light industrial use will continue operating as a legal, nonconforming use pursuant to the Newport Beach Municipal Code. 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 25-34 Uptown Newport Development Agreement No. DA2012-003 Third Amendment (PA2025-0010) Planning Commission, June 19, 2025 Page 6 prepared environmental documents for the Uptown Newport project are available for public review at www.newportbeachca.gov/CEQA. Additionally, a CEQA Consistency Memorandum has been prepared by PlaceWorks (Exhibit "A" of Attachment No. PC 1) and determined that the proposed amendment is consistent with the Uptown Newport Planned Community (PC-58) and within the scope of previously prepared CEQA documents. No additional environmental review pursuant to CEQA is required. 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: linh Ung Jaya Murillo, AICP r)al Planner Deputy Community Development Director ATTACHMENTS PC 1 Draft Resolution For Approval PC 2 The Applicant's Letter of Request AUsers\PLN\Shared\PA's\PAs - 2024\PA2024-0078\PC\PC-Staff_ Report. docx01/18/23 25-35 Attachment D Planning Commission Meeting Minutes 25-36 NEWPORT BEACH PLANNING COMMISSION MINUTES CITY COUNCIL CHAMBERS —100 CIVIC CENTER DRIVE THURSDAY, JUNE 19, 2025 REGULAR MEETING — 6:00 P.M. CALL TO ORDER - 6:02 p.m. II. PLEDGE OF ALLEGIANCE — Vice Chair Harris III. ROLL CALL PRESENT: Chair Mark Rosene, Vice Chair Tristan Harris, Secretary David Salene, Commissioner Curtis Ellmore, Commissioner Jonathan Langford, Commissioner Lee Lowrey, Commissioner Greg Reed ABSENT: None Staff Present: Assistant City Manager Seimone Jurjis, Deputy Community Development Director Jaime Murillo, Deputy City Attorney Jose Montoya, City Traffic Engineer Brad Sommers, Senior Planner Joselyn Perez, Associate Planner Oscar Orozco, Assistant Planner Daniel Kopshever, 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 MARCH 6, 2025 Recommended Action: Approve and file Motion made by Commissioner Langford and seconded by Vice Chair Harris to approve the meeting minutes of March 6, 2025, as amended to incorporate suggested modifications by Jim Mosher. AYES: Ellmore, Harris, Langford, Lowrey, Reed, Rosene, and Salene NOES: None ABSTAIN: None ABSENT: None VII. PUBLIC HEARING ITEMS ITEM NO. 2 UPTOWN NEWPORT DEVELOPMENT AGREEMENT, THIRD AMENDMENT (PA2025-0010) Site Location: P4321 Jamboree Road Summary: Amendment to Section 4.5 (Light Industrial Land Uses) of Uptown Newport Development Agreement No. DA2012-003 (DA) to extend the allowable term of existing light industrial land uses currently operating as TowerJazz Semiconductor (TowerJazz) located within future Phase 2 of Uptown Newport Planned Community (PC-58). The request is for an additional 3.5 years, from March 12, 2027, to September 12, 2030. 25-37 Recommended Actions: 1. Conduct a public hearing; 2. Find that all significant environmental concerns for the proposed project have been adequately addressed in 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. PC2025-009 approving Uptown Newport Development Agreement No. DA2012-003, Third Amendment. Deputy Director of Community Development Jaime Murillo reported the Item is a straightforward request to amend the Development Agreement (DA) between the City and the Uptown Newport Planned Community's developers. He added the request is for an extension of the allowable operation of TowerJazz because the DA originally assumed the facility would cease operations in 2027 to allow for Phase 2 development. He added delays have led to this request to extend operations until 2030. He noted this is the only requested change to the DA and no corresponding changes to other documents are needed. He stated staff recommends the Commission adopt the Resolution recommending approval to the City Council. All seven Commissioners reported no ex parte communications have occurred with the applicant. Chair Rosene opened the public hearing. Applicant Bill Shopoff made himself available for questions, but the Commission had none. Jim Mosher inquired whether the DA needs to be extended because the entitlements stay with the property. He pondered if it would be permissible for the applicant to allow the DA to lapse. Uptown Newport resident John Lee stated his objections to the Item due to the noise generated from the semiconductor factory's power plant and its ongoing existence diminishing their property's value in a residential planned community. Uptown Newport resident David Edelman agreed with Mr. Lee's comments. He added part of the community benefits promised by the developer have been deferred due to the proposal. He called for a reasonable quid pro quo for the mitigation of the benefits. Mr. Shopoff stated it is most likely the plant will only be operating for the next two years and discussions continue with TowerJazz's operator being sensitive to the products produced there and its employees. He stated the Environmental Analysis points to an offset of the issues raised by residents with its conclusion of no adverse environmental impacts from the extension. Chair Rosene closed the public hearing. Deputy Director of Community Development Murillo addressed Mr. Mosher's comments by noting the DA allows vested development rights to the developer but also provides vested benefits to the City so it is important to keep the DA in place. In response to Secretary Salene's inquiries, Deputy Director of Community Development Murillo clarified the initial term of the DA is 15 years with two built-in five-year extensions. He added if the City did not extend the DA, the vested rights would disappear. He confirmed the extensions in the DA go beyond the 3.5 years being requested as it was signed in 2013. Mr. Shopoff confirmed the DA can be extended until 2038 and added he has full intention of doing this. He added they have already met most of the criteria for an extension. Motion made by Secretary Salene and seconded by Commissioner Ellmore to approve Item No. 2 as recommended. 25-38 AYES: Ellmore, Harris, Langford, Lowrey, Reed, Rosene, and Salene NOES: None ABSTAIN: None ABSENT: None ITEM NO. 3 VERIZON FAUX TREE TELECOM FACILITY (PA2025-0024) Site Location: 1024 Irvine Avenue (within the service area behind the shopping center, adjacent to Rutland Road) Summary: A request for a conditional use permit to construct a new wireless telecommunications facility in the back -of -house service area of the Westcliff Plaza Shopping Center. The proposed facility's antennas and antenna supports will be concealed within the canopy of a 60-foot-tall faux eucalyptus tree. As proposed, the supporting equipment for the facility will be ground - mounted and screened from view by a new 8-foot-tall block wall. To accommodate the proposal, existing landscaping within the proposed equipment area will be removed, an existing trash enclosure will be reconfigured, and a 4-foot-wide sidewalk will be added to provide access to the equipment area. Due to the installation type (i.e., freestanding) and the request for additional height pursuant to Section 20.49.050 (General Development and Design Standards) subsection (C) of the Newport Beach Municipal Code (NBMC), the proposed facility requires Planning Commission review. Recommended Actions: 1. Conduct a public hearing; 2. Find the project exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15303 (New Construction or Conversion of Small Structures) of the CEQA Guidelines, because it has no potential to have a significant impact on the environment; and 3. Adopt Resolution No. PC2025-010 approving the Conditional Use Permit filed as PA2025-0024. Assistant Planner Daniel Kopshever reported the Item is for the Verizon Faux Tree telecommunications facility's Conditional Use Permit (CUP). He added the facility is in the Westcliff Plaza Shopping Center at 1024 Irvine Ave. He added the site is in a Commercial Neighborhood (CN) Zone which allows for a freestanding wireless telecom facility. He noted condominiums and apartments are adjacent to the site along Rutland Road. He added there are 1,000 feet between the location and Mariners Elementary School. Assistant Planner Kopshever reported the project is a 60-foot freestanding faux eucalyptus telecom facility and will also include a reconfigured and expanded trash and equipment enclosure. He added it will have eight -foot block walls around the ground -mounted equipment along with a new sidewalk and replacement landscaping. He reported the antennas will be mounted 52 feet above grade which is the minimum height required to provide coverage. Assistant Planner Kopshever stated the project requires a CUP as a Class 4 facility and the applicant is requesting a height increase necessary to provide service. He reported the CUP findings include the tower being allowed in the CN Zone, that it is compatible with allowed vicinity uses, is a suitable size, and can operate compatibly within the neighborhood. He noted that Ficus and eucalyptus trees exist in the area reaching up to 40 feet in height making the faux tree tower visually compatible. He reported on the expected gap in Verizon's coverage that would result after the expected decommissioning of Verizon's current Fashion Island tower at 2001 Westcliff Drive. Assistant Planner Kopshever reported the receipt of written public comments expressing concerns about health and safety. He stated the applicant submitted a Radio Frequency (RF) Exposure Report showing the tower is within the safety limits. He added the Telecommunications 25-39 Attachment E Planning Commission Resolution No. PC2025-009 25-40 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 RESOLUTION NO. PC2025-009 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF NEWPORT BEACH, CALIFORNIA RECOMMENDING CITY COUNCIL APPROVAL OF THE THIRD AMENDMENT TO DEVELOPMENT AGREEMENT NO. DA2012-003 FOR THE PROPERTY AT 4251 JAMBOREE ROAD LOCATED WITHIN THE UPTOWN NEWPORT PLANNED COMMUNITY (PA2025-0010) THE PLANNING COMMISSION OF THE CITY OF NEWPORT BEACH HEREBY FINDS AS FOLLOWS: SECTION 1. STATEMENT OF FACTS. An application was filed by Uptown Newport Jamboree, LLC ("Applicant") with respect to a 25.05-acre property located at 4141-4321 Jamboree Road, 4251-4291 Uptown Newport Drive and 4288 Half Dome Place, legally described as Parcels 1 through 4 of Parcel Map No. 2013-108 ("Property"). 2. The Applicant proposes to amend Section 4.5 (Light Industrial Land Uses) of Development Agreement No. DA2012-003 ("Third Amendment to DA"), to extend the existing light industrial land uses currently operating as Tower Semiconductor (AKA TowerJazz) located within future Phase 2 of Uptown Newport Planned Community (PC-58) by 3.5 years, from March 12, 2027, to September 12, 2030 ("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; 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 Development Agreement No. DA 2012-003 ("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. 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 25-41 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 TPG/TSG Venture I Acquisition, LLC, a Delaware limited liability company (collectively, the "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 Ordinance No. 2024-24 on October 22, 2024, approving the Second Amendment to the DA to add Section 4.6 (Park In -Lieu Fee Credits) to authorize park in -lieu fee credits be applied towards public benefit fees in certain limited circumstances. 11. The Property Owners submitted an application on April 30, 2025, requesting an amendment to Section 4.5 (Light Industrial Land Uses) of the DA. The Third Amendment, which is attached hereto as Exhibit "A," and incorporated herein by reference, would allow a 3.5-year extension of the lease termination date for the light industrial uses located at the TowerJazz facility, from March 12, 2027, to September 12, 2030. 12. A public hearing was held on June 19, 2025, 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. 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. 25-42 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 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. A California Environmental Quality Act ("CEQA") Consistency Memorandum has been prepared and determined that the Project is consistent with Environmental Impact Report No. ER2012-001 (SCH No. 2010051094), First Addendum No. ER2012-001 and Second Addendum No. ER2020-001. No additional environmental review pursuant to CEQA is required. The CEQA Consistency Memorandum prepared for the Project is attached hereto as Exhibit "B" and incorporated by reference. 6. 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 Third 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 Third Amendment is to allow the existing light industrial land uses to remain on the property for an additional 3.5 years, from March 12, 2027, to September 12, 2030. The Third Amendment will simply extend the implementation of the Phase 2 development which consists of mixed housing types, supporting retail use and a one -acre public park. 2. The Project does not affect nor make changes to the allocated number of residential units, approved uses, and parcel and site designs allowed by the Uptown Newport PC for Phase 2 development. The Third Amendment therefore remains consistent with the land uses, densities, and intensities of the Uptown Newport PC, which is the zoning document for the Uptown Newport mixed -used development, the General Plan Land 25-43 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 Use designation of Mixed -Use Horizontal-2 and the Airport Business Area Integrated Conceptual Development Plan. 3. 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 those findings are still applicable to the Project and are incorporated by reference into this Resolution. SECTION 4. DECISION. NOW, THEREFORE, BE IT RESOLVED: 1. 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 Third Amendment to Development Agreement No. DA2012-003 attached as Exhibit "A." PASSED, APPROVED, AND ADOPTED THIS 19th DAY OF JUNE, 2025. AYES: Ellmore, Harris, Langford, Lowrey, Reed, Rosene, and Salene NOES: None ABSTAIN: None ABSENT: None BY: Mark Rosene, Chair BY: VAWu Sa�'t &t' David Salene, Secretary Attachment: Exhibit A— Third Amendment to Development Agreement No. DA2012-003 Exhibit B — CEQA Consistency Memorandum 25-44 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 EXHIBIT "A" Third Amendment to Development Agreement No. DA2012-003 25-45 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 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. THIRD 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 6/10/2025 v2 1238697.3 25-46 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 THIRD AMENDMENT TO DEVELOPMENT AGREEMENT (Pursuant to Newport Beach Municipal Code Chapter 15.45 and California Government Code sections 65864-65869.5) This THIRD AMENDMENT TO DEVELOPMENT AGREEMENT (the "Third Amendment") is dated for reference purposes as of the day of , 2025 (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 Third 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. 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. E. The City Council adopted Ordinance No. 2024-24 on October 22, 2024, approving the Second Amendment to Development Agreement ("Second Amendment') to add Section 4.6 (Park In -Lieu Fee Credits) to authorize park in -lieu fee credits be applied towards public benefit fees certain limited circumstances. F. 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 the Second Amendment. 6/10/2025 v2 -1- 1238697.3 25-47 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 G. The Parties now wish to enter into this Third Amendment to extend the existing light industrial land uses currently operating as Tower Semiconductor (AKA TowerJazz) located within future Phase 2 of Uptown Newport Planned Community (PC-58) by 3.5 years, from March 12, 2027, to September 12, 2030. H. 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 Third Amendment is consistent with the Development Agreement Ordinance. I. This Third 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. J. On June 19, 2025, the Planning Commission held a properly noticed public hearing on this Third Amendment and considered the testimony and information submitted by City staff, Landowners, and members of the public. On June 19, 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 Third Amendment. K. In recognition of the significant public benefits that the Agreement, as amended, provides, the City Council has found that this Third Amendment: (i) is consistent with the City of Newport Beach General Plan as of the date of the Agreement, the First Amendment, the Second Amendment, and this Third 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. L. On , 2025, the City Council held a properly noticed public hearing on this Third Amendment and considered the testimony and information submitted by City staff, Landowners, and members of the public. On , 2025, consistent with applicable provisions of the Development Agreement Statute and Development Agreement Ordinance, the City Council held second reading and adopted Ordinance No. 2025- , finding the Third Amendment to be consistent with the City of Newport Beach General Plan and approving this Third Amendment. 2 25-48 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 AGREEMENT NOW, THEREFORE, City and Landowners agree as follows: 1. Section 4.5 (Light Industrial Land Uses) of the Agreement is hereby amended as follows: "4.5 Light Industrial Land Uses. Light industrial land uses will cease on the Property as of September 12, 2030" 2. All of the Recitals in this Third 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 Third Amendment. Exhibits A through C are incorporated by reference to the Agreement, First Amendment, Second Amendment and this Third Amendment as follows: EXHIBIT DESCRIPTION DESIGNATION A Legal Description of Property B Depiction of the Property Property Addresses and Assessor Parcel C Numbers 3. Full Force and Effect. Except as modified by this Third Amendment, the Second Amendment, First Amendment, and Agreement shall remain in full force and effect. 4. Recitals. The Recitals set forth above are true and correct and incorporated herein by reference. 5. 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. 6. Recordation. The City Clerk of City shall record this Third 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 Third Amendment and the date of recordation of this Third Amendment shall not modify or amend the Effective Date or the Termination Date of the Agreement. [SIGNATURE PAGE FOLLOWS] 3 25-49 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 LANDOWNERS SIGNATURE PAGE TO THIRD 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: El 25-50 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 CITY SIGNATURE PAGE TO THIRD AMENDMENT TO DEVELOPMENT AGREEMENT "CITY" CITY OF NEWPORT BEACH Joe Stapleton, 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 5 25-51 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 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) Co 25-52 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 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 25-53 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 EXHIBIT "B" CEQA Consistency Memorandum 25-54 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 DATE May 27, 2025 TO Community Development Department City of Newport Beach ADDRESS 100 Civic Center Drive Newport Beach, CA 92660 CONTACT Rosalinh Ung, Principal Planner FROM JoAnn Hadfield, Principal SUBJECT CEQA Environmental Review for the Proposed Revision to the Uptown Newport Development Agreement (3rd Amendment) to Extend Tower Jazz Operations 3.5 Years PROJECT NUMBER CNB-27 PURPOSE OF THIS MEMORANDUM The purpose of this memorandum is to document PlaceWorks' review of applicable environmental documentation and processes pursuant to the California Environmental Quality Act (CEQA) to determine whether the proposed 3rd Amendment to the Uptown Newport Development Agreement (proposed project) is within the scope, and consistent with, the previous entitlement approvals for the Uptown Newport Planned Community (PC-58). The discussion includes the following: » Background - Uptown Newport Environmental Review to -date » Proposed Project — description of the proposed amendment to the Uptown Newport Development Agreement. » EIR Phasing Assumptions and Analysis » Uptown Newport Development Status Proposed Project Consistency Review — review of the currently proposed project with respect to the permitted land uses, environmental analysis and regulatory requirements described in the Uptown Newport EIR as addended. Conclusion —summary of whether the proposed project is consistent and within the scope of the Uptown Newport EIR as addended. 25-55 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 BACKGROUND — UPTOWN NEWPORT ENVIRONMENTAL REVIEW The subject property is located in the Airport Area and 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. The Uptown Newport Planned Community, among other entitlements, was approved on March 12, 2013, and the original Environmental Impact Report (EIR) was certified on February 26, 2013 (State Clearinghouse No. 2010051094) for the removal existing office and industrial uses and construction of 1,244 residential units, 11,500 square -feet (SF) of neighborhood -serving retail space and approximately two acres of public park in two primary phases. Subsequently, two EIR Addendums were approved as described below: Addendum No. 1 to the Uptown Newport EIR — addresses alternative and phasing of the 11,500 square - foot commercial component, which included the elimination of commercial component on Lot 3 of Tract Map 17763 and replacement of 7 additional residential units; relocation of 3,500 square -foot retail use to Lot 2 and 3,000 square -foot retail use to Lot 1 of Phase 1, and remaining commercial component to be developed in Phase 1 and/or Phase 2. Approved March 23, 2017. » Addendum No. 2 to the Uptown Newport EIR — addresses construction of a room/enclosure within an existing building for an existing TowerJazz's 2,230-gallon anhydrous ammonia tank (alternative mitigation in comparison to EIR). Approved July 28, 2020. PROPOSED PROJECT The applicant proposes to extend the terms of TowerJazz's lease agreement by seeking a 3.5-year extension of the original termination date. This request is to extend the sunset date stated the Development Agreement from March 12, 2027, to September 12, 2030. » An amendment to the Uptown Newport Development Agreement (3rd amendment) to extend the Sunset date of TowerJazz Semiconductor operations to September 12, 2030. The proposed project would not alter any of the land uses approved for the project site. Changes would be limited to an extension of the timeline for buildout of the development as assumed in the EIR. EIR PHASING ASSUMPTIONS AND ANALYSIS The following are the land use statistics by phase as included in Chapter 3, Project Description, of the Uptown Newport EIR (Table 3.2): Uptown Newport Land Use Summary (EIR Table 3.2) Phase 1 Phase 2 Total Number of Units 680 564 1,244 Developable Area (ac.) 8.65 10.02 18.67 Park Area (ac.) 1.03 1.02 2.05 Retail (sf) 11,500 0 11,500 Right of Way Area (ac.) 2.61 1.72 4.33 Total Area (ac.) 12.29 12.76 25.05 25-56 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 The EIR describes the proposed General Phasing of the project as follows: The project would be developed in two primary phases, as shown on Figure 3-6, Site Plan and Phasing Plan, and detailed in Table 3-2, Land Use Summary. The first phase of the project is projected to commence in 2013 and be completed by 2018. Timing for Phase 2 would be contingent on the existing lease of the TowerJazz building, which is currently set to expire in March 2017, but could be extended to as late as March 2027. This DEIR conservatively assumes that Phase 2 could commence as early as spring 2017 with buildout through 2021. The operation of the TowerJazz facility, an existing semiconductor manufacturing facility, is expected to continue as an interim use after the development of Phase 1. This DEIR, therefore, addresses the potential impacts of the Phase 1 development (an interim condition with 680 residential units and 11,500 square feet of commercial uses) operating adjacent to the TowerJazz facility. Similarly, an SCE substation at the northwest corner of Fairchild Road and Jamboree Road would remain after Phase 1 development and be eliminated during Phase 2 development. Figure 1-1 shows the approved Phasing Plan for the project. Note that the retail use location in Lot 2 was revised per the March 2017 EIR Addendum to highlight portions to be developed in Phase 1 and Phase 2. UPTOWN NEWPORT DEVELOPMENT STATUS As of May 2025, Phase 1 located on the westerly side of the property is nearly completed with a total of 548 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); » Uptown Newport Residences. a 60-unit condominium project (entitled); and » Phase 1 Park. a one -acre public park (improved and open to public). None of the retail use has been developed. After the approval of Uptown Newport Planned Community, the entitlement for 77 Phase 1 units was transferred to the 1300 Bristol residential project within the same statistical area of the City. The remaining entitlement for Uptown Newport Phase 1 unbuilt units is therefore 55 units. Phase 2 is located on the easterly side of the property and currently occupied by TowerJazz Semiconductor and its ancillary uses. Phase 2 will not be developed until the TowerJazz lease expires, and this use has vacated from the project site. Phase 2 will include the remaining residential uses allocated in Phase 1 (55 units), the 564 units allocated for Phase 2, and the one -acre park and 11,500 SF commercial/retail use. PROPOSED PROJECT CONSISTENCY REVIEW As summarized above, development thus far has occurred within the development envelope defined and analyzed for each project phase in the EIR. Also as described, future Phase 2 development is now proposed to include some development originally proposed for Phase 1. With the proposed Development Agreement 25-57 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 Amendment, the next phase, including full build -out of the project, would be extended by approximately 3.5 years in comparison to the description in the EIR. Although the EIR described the potential TowerJazz lease extension to 2027, inclusive of two 5-year lease extensions, the EIR analyzed the construction schedule assuming buildout under expiration of the lease in 2017,. It concludes that this would be the most conservative analysis as the impacts would be more concentrated. Under this scenario, it was assumed that there would be some overlap of the construction schedule for the two phases (during 2017 and 2018). Under the 2027 lease expiration, there would be no overlap of the construction phases and related impacts. As with the extended lease agreement to 2027 considered in the EIR, under the proposed Development Agreement Amendment extending Tower Jazz's lease until September 12, 2030, there would be no construction overlap between Phase 1 and Phase 2. This would reduce the impacts as analyzed in the EIR. For example, the daily maximum air quality and greenhouse gas emissions quantified for the project would be reduced since they would only reflect the maximum daily for activities for each phase independently. Since there are no land use changes proposed in the Development Agreement Amendment, the project would not affect any of the EIR analysis related to operational impacts (e.g. air quality, GHG, public service, utilities). Similarly, the proposed DA Amendment would not affect the area disturbed by the proposed project or the physical resources that could be impacted. Since none of the Phase 2 land uses would be developed until the TowerJazz facility is vacated and related hazards are remediated as described in the EIR, the lease extension would not alter the impacts as analyzed and mitigated pursuant to the EIR. Furthermore, approval of the DA Amendment would not alter the findings of the cumulative impact analyses throughout the EIR. Although the full impact of the project would be extended, the total, incremental impact of the project on the environment upon buildout would not change. The net impact would be the same as analyzed in the EIR. Additionally, as the Uptown Newport Planned Community is entitled, the impact contribution of this project has been/will be included in the environmental assessment for future projects as a related project for cumulative analyses. CONCLUSION Based on our review as documented above, the proposed revision to the Uptown Newport Development Agreement (3rd Amendment) to extend TowerJazz operations approximately 3.5 years is consistent within the scope of the certified, February 2013, Uptown Newport EIR, as addended, for this project. No additional environmental review pursuant to CEQA is required. 25-58 Docusign Envelope ID: 31D7EE59-8F74-4EF0-A7ED-80738F276B83 N,. ''W1 IIEIII I [ILI l l 111111 Ph �. Figure -1-1: Phasirig Diagram I;jIIIIIrCIItIIIIIJI I I I I Phase 2 JAMBOREE ROAD O pulurl [7 .` i I I i I i i I. i I i i i i I.. JM It It it k I I] I I Ill irrtiirrmu r 1�n % ................7.1,.......- 77, - Vd& pTr"IIII';� „ a �trr Il I1711��� Pha:a 1 Pham 2 Total NurnberofUnits 680 564 1,244 t Developable Area (a c): 8.74 9.72 18.46 Park Area (ac); 1.03 1M 2.05 Retail (sf); 11,500 0 11,500 Right QfWayArea (ac): 3.24 I.3Q 4_54 TbtalArea(ac); 13.01 72.04 25,05 Ir 104' 2W- W. 25-59