HomeMy WebLinkAbout3.0_Uptown Newport DA 2nd Amendment_PA2024-0078CITY OF NEWPORT BEACH
PLANNING COMMISSION STAFF REPORT
September 5, 2024
Agenda Item No. 3
SUBJECT: Uptown Newport (PA2024-0078)
Development Agreement No. DA2012-003, Second Amendment
SITE LOCATION: 4311 Jamboree Road
APPLICANT: TSG – Parcel 1, LLC
OWNER: TSG – Parcel 1, LLC
PLANNER: Rosalinh Ung, Principal Planner
949-644-3208 or rung@newportbeachca.gov
PROJECT SUMMARY
Amendment to Uptown Newport Development Agreement No. DA2012-003 (DA) to allow
excess park in-lieu fee credits to be applied towards the applicable public benefit fee
obligations as specified in the DA for residential projects located within the Uptown
Newport Planned Community (PC-58).
RECOMMENDATION
1) Conduct a public hearing;
2) All significant environmental concerns for the proposed project have been addressed
in the previously certified Environmental Impact Report No. ER2012-001 (SCH No.
2010051094), First Addendum No. ER2012-001, and Second Addendum No.
ER2020-001; and
3) Adopt Resolution No. PC2024-018 approving Uptown Newport Development
Agreement No. DA2012-003, Second Amendment (Attachment No. PC 1).
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Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 2
VICINITY MAP
LOCATION GENERAL PLAN ZONING CURRENT USE
ON-SITE MU-H2 (Mixed-Use
Horizontal 2)
PC-58 (Uptown
Newport Planned
Community)
Residential - Phase 1 &
Industrial (TowerJazz
Semiconductor) – Phase 2
NORTH MU-H2
PC 15 (Koll Center
Newport Planned
Community)
Office Developments
SOUTH UCI North Campus UCI North Campus UCI North Campus
EAST MU-H2/UCI North
Campus
PC15 & UCI North
Campus
Office/Commercial
Developments & UCI North
Campus
WEST MU-H2 PC 15 Office Developments
Subject j
Property
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Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
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. Jamboree Road borders the eastern property line and the
University of California, Irvine North Campus.
Background
Uptown Newport Planned Community (PC-58) Project Approval
On March 12, 2013, City Council adopted Ordinance No. 2013-5, among other entitlement
applications, for the adoption of Uptown Newport Planned Community (PC-58) consisting
of removing existing office and industrial uses in two primary phases and constructing a
mixed-use planned community consisting of 1,244 residential units, 11,500 square feet
of neighborhood-serving retail space, and approximately two acres of public park.
Phase 1 is located on the westerly side of the property and includes 680 residential units
and a one-acre neighborhood park. This phase is nearly completed with a total of 548
residential units allotted to the following projects that are in various improvement stages:
x One Uptown Newport: a 458-unit apartment project inclusive of 92 affordable
units (completed and occupied);
x Parkhouse Residences: a 30-unit condominium project (near completion and
issuance of Certificate of Occupancy pending payment of public benefit fees);
x Uptown Newport Residences: a 60-unit condominium project (entitled); and
x Phase 1 Park: a one-acre public park (improved and open to public).
Of the 132 (680-548) remaining unbuilt residential units for this phase, 77 units have been
transferred to the Residences at Bristol Street project (PA2021-161) located in the Airport
Area and 55 units to be transferred to Phase 2, as allowed by PC-58.
Phase 2 is located on the easterly side of the property and currently occupied by
TowerJazz Semiconductor and its ancillary uses. Timing for Phase 2 construction is
contingent on the existing lease with the TowerJazz facility, which has been extended to
March 2027. This phase has a total of 619 residential units (564 originally planned + 55
un-built units transferred from Phase 1), 11,500 square feet of retail space transferred
from Phase 1, and a remaining one-acre public park.
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Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 4
Exhibit 1 below illustrated the approved phasing plan for PC-58; and the locations of
approved/improved residential projects and 1-acre public park in Phase 1.
Exhibit 1
Development Agreement (DA2012-003) – 2013 Approval
In addition to the PC-58 approval, the City Council adopted Ordinance No. 2013-6 to
approve Development Agreement No.DA2012-003 (DA) which would vest its
development approvals to allow build-out of the project site under development standards
and requirements in place at the time of project approval. The term of the DA is 15 years,
with two five-year extensions. The DA became effective on April 11, 2013, and earliest
expiration could be in 2028 (2013+15).
The public benefits of the DA are listed below:
x Payment of a public benefit fee of $32,500 per residential dwelling unit developed
as part of the project, which is adjusted annually based on the Consumer Price
Index (“CPI”). With adjustments, the fee is currently $44,380/unit;
x Park land dedication and improvements consistent with applicable State law and
Municipal Code provisions, including the dedication and improvement of over two
acres of on-site public parkland;
x Perpetual private maintenance of over two acres of on-site public parks;
Uptown Newport
Residences
Parkhouse
Residences
One Uptown Newport Residences
(Retail component moved to Phase 2)
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Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 5
x Improvement of private open space, including paseos and urban plazas that will
be accessible to the public and connect Uptown Newport and surrounding
properties to promote connectivity and pedestrian travel in the Airport Area; and
x Construction of 102 affordable (very-low income) housing units within Uptown
Newport that will provide affordable housing opportunities to Newport Beach
residents.
First Amendment to DA2012-003
On May 12, 2015, the City Council adopted Ordinance 2015-11 to approve the First
Amendment to DA (PA2015-015) to allow deferring the payment of public benefit fees to
the City from the issuance of building permits to the issuance of certificates of occupancy,
as an option; and the payment of fees in-lieu of parkland dedication for all units at the
issuance of the first building permit for any unit in a final subdivision map to the issuance
of building permits on a per unit basis. The approved First Amendment has no impact on
the PC-58 development, the overall terms, condition or development rights specified in
the DA; other than the timing of subject payments.
Park Dedication Requirements and Credits
Overall, development of PC-58 requires a total of 13.62 acres of parkland required. With
the dedication and completion of the two required parks (2.049 ac), the remaining 11.571
acres of parkland are to be satisfied through the payment of in-lieu park fees in the amount
of $19,941.07 per residential unit.
The applicant is eligible to receive credits against the payment of park in-lieu fees.
Specifically, General Plan Land Use Element Policy LU 6.15.16, Chapter 19.52, and the
DA provide for the following three potential credits to park in-lieu fees based on the value
of: 1) full construction and improvement costs for completed on-site public parks; 2) up to
30% of on-site open space developed within each individual residential project within PC-
58 where it is accessible to the public during daylight hours, visible from public rights-of-
way, and is of sufficient size to accommodate recreational use by the public; and, 3) up
to 30% of private recreational amenities constructed within each individual residential
project within PC-58.
To date, the City has considered and approved two park in-lieu fee credit requests as
described below:
x 2017 Approval Park In-Lieu Fees and Credits: On April 11, 2017, the City Council
approved Resolution No. 2017-23 to approve a park in-lieu fee credit in the amount
of $2,008,130.39 for the provision of private recreational facilities and public
recreational open space areas within the One Uptown Newport project and an
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Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 6
estimate of public park construction costs of Phase 1 park. This fee credit has been
given to One Uptown Newport apartment project.
x 2021 Approval Park In-Lieu Fees and Credits: On October 27, 2021, the
Community Development Director approved Staff Action Letter (PA2021-165) that
identified residual park fees and park in-lieu fee credits for the Phase 1 Park
construction costs, the provision of public recreational open space areas around
and between the approved Parkhouse Residences and the Uptown Newport
Residences projects and their individual private recreational facilities. The total
estimated remaining maximum park in-lieu fee credit would be $824,637.32 and it
would be used towards future residential projects in Phase 2, since Phase 1 will
be completed upon completion of the two above-mentioned residential projects.
Presently, the DA does not provide for any residual park in-lieu fee credit to be applied
towards the payment of required public benefit fees. Any remaining park in-lieu fee credit
can only be applied towards future park in-lieu fee payment for future units developed in
Phase 2.
DISCUSSION
Proposed DA Amendment
The applicant proposes to amend the DA to allow excess park in-lieu fee credits to be
used towards the developer’s public benefit fee obligations for residential projects located
within PC-58 (Attachment No. PC 2).
As proposed, upon the City’s receipt of a complete application for such request with
applicable fees including any additional information deemed necessary required by the
City, the Community Development Director will consider the request and issue a decision
within 60 days. The Community Development Director’s decision will be based on
whether the request is in compliance with all obligations under the DA and/or applicable
condition(s) of approval, including completion of all on-site parks, public recreational open
space areas and private recreational amenities, and payment of park in-lieu fees required
under Section 3.2.1 of the DA.
For the 30-unit Parkhouse Residences project, the applicant will be responsible for paying
a Public Benefit Fee in the amount of $1,331,426.10 ($44,380.87/unit) prior to the
issuance of Certificate of Occupancy which is anticipated to occur September 2024. Of
the $824,637 unused credit, only $299,116 is attributed to credits associated with the
Parkhouse development and would be available as a credit towards the public benefit fee
obligations for this project if the DA Amendment is approved.
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Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 7
The remaining $598,232 of unused credits is associated with the 60-unit Uptown Newport
Residences project yet to be constructed. If the requested DA amendment is approved,
the applicant may apply the remaining unused credit towards the public benefit obligations
for that project, currently estimated to be approximately $2,662,852.20.
It should be noted that this DA was the first negotiated for new residential development
in the Airport Area of the City. The required public benefit fee of $44,380 is higher
compared to a lower range of $13,500 to $24,000 per residential unit for the more-recently
approved residential projects in the Airport Area. Therefore, the applicant has requested
this amendment to help offset their overall project costs.
Staff supports the proposed amendment as drafted and attached as Exhibit “A” to the
draft resolution.
Environmental Review
All significant environmental concerns for the proposed project have been addressed in
the previously certified Environmental Impact Report No. ER2012-001 (SCH No.
2010051094), First Addendum No. ER2012-001, and Second Addendum No. ER2020-
001, and the City of Newport Beach intends to use said documents for the above noted
project, and further that there are no additional reasonable alternative or mitigation
measures that should be considered in conjunction with said project. The previously
prepared environmental documents for the Uptown Newport project are available for
public review at www.newportbeachca.gov/CEQA.
Public Notice
Notice of this hearing was published in the Daily Pilot, mailed to all owners of property
within 300 feet of the boundaries of the site (excluding intervening rights-of-way and
waterways) including the applicant, and posted on the subject property at least 10 days
before the scheduled meeting, consistent with the provisions of the Municipal Code.
Additionally, the item appeared on the agenda for this meeting, which was posted at City
Hall and on the city website.
Prepared by: Submitted by:
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Uptown Newport Development Agreement No. DA2012-003 Second Amendment
(PA2024-0078)
Planning Commission, September 5, 2024
Page 8
ATTACHMENTS
PC 1 Draft Resolution For Approval
PC 2 The Applicant’s Letter of Request
:\Users\PLN\Shared\PA's\PAs - 2024\PA2024-0078\PC\PC-Staff_Report.docx01/18/23
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Attachment No. PC 1
Draft Resolution for Approval
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RESOLUTION NO. PC2024-018
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY
OF NEWPORT BEACH, CALIFORNIA RECOMMENDING CITY
COUNCIL APPROVAL OF THE SECOND AMENDMENT TO
DEVELOPMENT AGREEMENT NO. DA2012-003 FOR THE
UPTOWN NEWPORT PROJECT LOCATED AT 4311 JAMBOREE
ROAD (PA2024-0078)
THE PLANNING COMMISSION OF THE CITY OF NEWPORT BEACH HEREBY FINDS AS
FOLLOWS:
SECTION 1. STATEMENT OF FACTS.
1. An application was filed by TSG-Parcel 1, LLC. (“Applicant”) with respect to a 25.05-acre
property located at 4311-4321 Jamboree Road, legally described as Parcels 1 through 4
of Parcel Map No. 2013-108 (“Property”).
2. The Applicant proposes to amend Development Agreement No. DA2012-003 (“DA”), to
allow excess park in-lieu fee credits to be applied towards applicable public benefit fee
obligations as specified the DA for residential projects located within the Uptown Newport
Planned Community (“Project”).
3. The Property is designated Mixed-Use Horizontal 2 (MU-H2) by the General Plan Land
Use Element and located within the Uptown Newport Planned Community Zoning District
(PC-58).
4. The Property is not located within the coastal zone; and therefore, a coastal development
permit is not required.
5. The Newport Beach City Council (“City Council”) adopted Ordinance No. 2013-5 on March
12, 2013, approving the Uptown Newport Planned Community Development Plan
(“Uptown Newport PC”).
6. The City Council adopted Ordinance No. 2013-6 on March 12, 2013, approving the DA for
the development of up to 1,244 residential dwelling units, 11,500 square feet of retail
commercial uses and 2.05 acres of parklands. Ordinance No. 2013-6 became effective on
or around April 11, 2013.
7. The DA is dated March 12, 2013, for reference purposes, and was recorded in the Official
Records of Orange County on March 26, 2013, as document number 2013000180939.
8. The Applicant transferred ownership of individual parcels that comprise the entire Property
on February 14, 2014 and assigned the DA as it pertains to Parcel 1 to TSG-Parcel 1, LLC,
a Delaware limited liability company; as it pertains to Parcels 2 and 4 to Uptown Newport
Jamboree, LLC, a Delaware limited liability company; and as it pertains to Parcel 3 to
TPG/TSG Venture I Acquisition, LLC, a Delaware limited liability company (collectively, the
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Planning Commission Resolution No. PC2024-018
Page 2 of 6
01-17-23
“Landowners”) with each Landowner agreeing to be bound by all the terms, covenants and
conditions relating to the Property.
9. The City Council adopted Ordinance No. 2015-11 on May 12, 2015, approving the First
Amendment to the DA to amend the following sections:
a. Section 3.1: To defer the payment of public benefit fees to the City from the
issuance of building permits to the issuance of certificates of occupancy; and
b. Section 3.2.1: To defer the payment of fees in-lieu of parkland dedication for all
units at the issuance of the first building permit for any unit to the issuance of
building permits on a per-unit basis.
10. The City Council adopted Resolution No. 2017-23 on April 11, 2017, approving a park in-
lieu fee credit in the amount of $2,008,130.39 for the provision of private recreational
facilities and public recreational open space areas within the One Uptown Newport
apartment project and an estimate of public park construction costs of Phase 1 park in
Uptown Newport PC.
11. The Community Development Director approved Staff Action Letter (PA2021-165) on
October 27, 2021, identifying residual park fees and park in-lieu fee credits for the Phase
1 park construction costs, the provision of public recreational open space areas around
and between the Parkhouse Residences and the Uptown Newport Residences projects
and their individual private recreational facilities. The total estimated remaining
maximum park in-lieu fee credit that can be given and applied towards future park in-
lieu fee payment within Uptown Newport PC would be approximately $824,637.
12. The Deputy Community Development Director issued a letter on January 20, 2022,
denying a request to have the remaining park in-lieu fee credits available from Uptown
Newport PC Phase 1 development in the amount of $824,637 to be applied towards public
benefit fees to be paid by the Parkhouse Residences project as the DA does not provide
for any credit to public benefit fees. Section 3.1 of the DA provides for public benefit fees
to be adjusted annually based on a consumer price index factor but does not provide for
any credit to public benefit fees.
13. The Property Owners submitted an application on May 7, 2024, requesting an amendment
to the DA to allow park in-lieu fee credits be applied towards public benefit fees. The
Second Amendment to the Development Agreement (“Second Amendment”), which would
authorize park in-lieu fee credits to be applied towards public benefit fees in certain limited
circumstances, is attached hereto as Exhibit “A,” and incorporated herein by reference.
14. A public hearing was held on September 5, 2024, in the Council Chambers at 100 Civic
Center Drive, Newport Beach, California. A notice of the time, place, and purpose of the
hearing was given in accordance with Government Code Section 54090 et seq. (“Ralph
M. Brown Act”) and Chapters 15.45 (Development Agreements) and 20.62 (Public
Hearings) of the Newport Beach Municipal Code (“NBMC”). Evidence, both written and
oral, was presented to and considered by, the Planning Commission at this hearing.
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Planning Commission Resolution No. PC2024-018
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01-17-23
SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT DETERMINATION.
1. The City Council adopted Resolution No. 2013-21 on February 26, 2013, certifying
Environmental Impact Report ER2012-001 (SCH No. 2010051094) ("EIR") and approving
a Mitigation Monitoring and Reporting Program ("MMRP") for the Uptown Newport PC.
2. The Planning Commission adopted Resolution No. 2052 on March 23, 2017, approving
an Addendum to the EIR ("Addendum No. 1") to allow alternative locations and
construction phasing of the commercial component of Uptown Newport PC.
3. The City Council adopted Resolution No. 2020-71 on July 28, 2020, approving an
Addendum to the EIR (“Addendum No. 2”) to modify Mitigation Measures and approve
Mitigation Monitoring and Reporting Program of the EIR related to hazardous materials
within Uptown Newport PC.
4. All significant environmental concerns for the Uptown Newport PC have been addressed
in the previously certified Environmental Impact Report No. ER2012-001 (SCH No.
2010051094), First Addendum No. ER2012-001 and Second Addendum No. ER2020-
001 and the City intends to use said documents for the above-noted Project, and further
there are no additional reasonable alternative or mitigation measures that should be
considered in conjunction with said Project. The previously prepared environmental
documents are available for public review at the City of Newport Beach website here:
Uptown Newport-CEQA.
5. The Planning Commission finds that judicial challenges to the City's CEQA
determinations and approvals of land use projects are costly and time-consuming. In
addition, project opponents often seek an award of attorneys' fees in such challenges.
As project applicants and Landowners are the primary beneficiaries of such approvals,
it is appropriate that such applicants and Landowners should bear the expense of
defending against any such judicial challenge, and bear the responsibility for any costs,
attorneys' fees, and damages that may be awarded to a successful challenger.
SECTION 3. REQUIRED FINDINGS.
In accordance with Chapter 15.45 (Development Agreements) of the NBMC, the following
findings and facts in support of such findings are set forth:
Finding:
A. The Second Amendment is consistent with the General Plan and the Uptown Newport
Planned Community Development Plan (PC-58), Municipal Code and Subdivision Map Act.
Facts in Support of Finding:
1. The Second Amendment will continue to allow the development of a mixed-use
community, containing a mix of housing types, supporting retail and active parklands,
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Planning Commission Resolution No. PC2024-018
Page 4 of 6
01-17-23
consistent with the land uses, densities and intensities of the Uptown Newport PC which
is the zoning document for the Project, the General Plan Land Use designation of Mixed-
Use Horizontal-2 and the Airport Business Area Integrated Conceptual Development
Plan.
2. The changes included in the Second Amendment are to allow the Landowners, in the
event the Landowners complete park land dedication and improvements which consist
of on-site parks, public recreational open space areas and private recreational
amenities, and credits have been identified in connection with the completion of those
park land dedication and improvements that exceed any remaining park in-lieu fee
requirements (“unused credits”), the Landowners may submit an application to the City
to use the unused credits, or a portion thereof, towards the Landowners’ public benefit
fee obligations set forth in Section 3.1 or Section 3.2.1 of the DA.
3. The Landowners understand and agree that the park land dedication fees collected
pursuant to Government Code Section 66477 (Quimby Act), Chapter 19.52 (Park
Dedications and Fees) of the NBMC and Section 3.2.1 of the DA are only to be used for
park-related purposes. Therefore, the Landowners understand and agree that only the
unused credit that exceed all park in-lieu fee requirements are eligible as credits against
the payment of park in-lieu fees required in Section 3.2.1 of DA.
4. These changes do not add any lots, units, building sites or structures to the Project and
does not change the approved design or uses allowed by the Uptown Newport PC. The
park in-lieu fee payments and parkland dedication will remain a requirement for Uptown
Newport PC.
5. The Uptown Newport PC project approval included detailed findings and facts in support
of these findings that demonstrate the Project’s conformity with, among other things, the
General Plan, PC-58, NBMC and the Subdivision Map Act. All of those findings are still
applicable to the Project and are incorporated by reference into this Resolution.
SECTION 4. DECISION.
NOW, THEREFORE, BE IT RESOLVED:
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 Second Amendment to Development Agreement No. DA2012-003
attached as Exhibit “A.”
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Planning Commission Resolution No. PC2024-018
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01-17-23
PASSED, APPROVED, AND ADOPTED THIS 5th DAY OF SEPTEMBER, 2024.
AYES:
NOES:
ABSTAIN:
ABSENT:
BY:_________________________
Mark Rosene, Chair
BY:_________________________
David Salene, Secretary
Attachment: Exhibit A – Second Amendment to Development Agreement No. DA2012-003
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01-17-23
EXHIBIT “A”
Second Amendment to Development Agreement No. DA2012-003
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8/28/2024 v2 1238697.3
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: City Clerk
(Space Above This Line Is for Recorder’s Use Only)
This Agreement is recorded at the request and for
the benefit of the City of Newport Beach and is
exempt from the payment of a recording fee
pursuant to Government Code Sections 6103 and
27383.
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
between
CITY OF NEWPORT BEACH
and
TSG-PARCEL 1, LLC, TPG/TSG VENTURE I ACQUISITION, LLC, AND
UPTOWN NEWPORT JAMBOREE, LLC
CONCERNING UPTOWN NEWPORT PROPERTY
19
8/28/2024 v2 -1- 1238697.3
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
(Pursuant to Newport Beach Municipal Code Chapter 15.45 and California Government
Code sections 65864-65869.5)
This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (the “Second
Amendment”) is dated for reference purposes as of the _____ day of ____________, 2024 (the
“Amendment Date”), and is being entered into by and between the CITY OF NEWPORT
BEACH (“City”), on the one hand, and TSG-Parcel 1, LLC, a Delaware limited liability
company, TPG/TSG Venture I Acquisition, LLC, a Delaware limited liability company and
Uptown Newport Jamboree, LLC, a Delaware limited liability company (collectively, the
“Landowner” or “Landowners”), on the other. City and Landowners are sometimes
collectively referred to in this Second Amendment as the “Parties” and individually as a
“Party.”
RECITALS
A. Uptown Newport LP, a Delaware limited partnership was the owner of that
certain real property located in the City of Newport Beach, County of Orange, State of California
commonly referred to as Uptown Newport, located at 4311-4321 Jamboree Road (Assessor
Parcel Nos. 445-131-02 and 445-131-03) (the “Property”).
B. City and Uptown Newport LP entered into that certain Development Agreement
dated March 12, 2013, for reference purposes and recorded in the Official Records of Orange
County on March 26, 2013, as document number 2013000180939 (the “Agreement”). All terms
not otherwise defined in this Second Amendment shall have the meanings given them in the
Agreement.
C. Uptown Newport, LP transferred ownership of individual parcels that comprise
the entire Property and assigned the Agreement as it pertains to Parcel 1 to TSG-Parcel 1, LLC, a
Delaware limited liability company; as it pertains to Parcel 3 to TPG/TSG Venture I Acquisition,
LLC, a Delaware limited liability company; and as it pertains to Parcels 2 and 4 to Uptown
Newport Jamboree, LLC, a Delaware limited liability company as recorded in the Official
Records of Orange County on February 14, 2014, as document numbers 2014000060354 and
2014000060352 (the “Partial Assignment” or “Partial Assignments”).
D. With the transfer of ownership of Parcels 1-4, the legal description of the Property
as described in Exhibit “A” to the Agreement remains the same, however, new street addresses
and Assessor Parcel Nos. were established as set forth in Exhibit “C” to this Second
Amendment, which is attached hereto and incorporated herein by reference.
E. The City Council adopted Ordinance No. 2015-11 on May 12, 2015, approving
the First Amendment to Development Agreement (“First Amendment”) adjusting provisions
related to the timing of payment of public benefit fees and park in-lieu fees which was recorded
in the Official Records of Orange County on July 6, 2015, as document number 2015000349840.
F. The Parties now wish to enter into this Second Amendment to allow the
Landowners, upon completion of parkland dedication and improvements, to submit an
20
2
application to the City to use any unused fee credits, or a portion thereof, towards Landowners’
Public Benefit Fee obligations.
G. On March 13, 2007, the City Council adopted Ordinance No. 2007-6, entitled
“Ordinance Amending Chapter 15.45 of City of Newport Beach Municipal Code Regarding
Development Agreements” (the “Development Agreement Ordinance”). This Second
Amendment is consistent with the Development Agreement Ordinance.
H. This Second Amendment is consistent with the City of Newport Beach General
Plan, including without limitation the General Plan’s designation of the Property as “Mixed-Use
Horizontal-2,” Airport Business Area Integrated Conceptual Development Plan, and the Uptown
Newport Planned Community Development Plan.
I. On September 5, 2024, the Planning Commission held a properly noticed public
hearing on this Second Amendment and considered the testimony and information submitted by
City staff, Landowners, and members of the public. On September 5, 2024, consistent with
applicable provisions of the Development Agreement Statute and Development Agreement
Ordinance, the Planning Commission adopted Resolution No. _______, recommending the City
Council approve this Second Amendment.
J. In recognition of the significant public benefits that the Agreement, as amended,
provides, the City Council has found that this Second Amendment: (i) is consistent with the City
of Newport Beach General Plan as of the date of the Agreement, the First Amendment and this
Second Amendment; (ii) is in the best interests of the health, safety, and general welfare of City,
its residents, and the public; (iii) is entered into pursuant to, and constitutes a present exercise of,
City’s police power; (iv) is consistent and has been approved consistent with the final
Environmental Impact Report (No. ER2012-001) (SCH#2010051094) (“EIR”) that has been
certified by the City Council on or before the Agreement Date, which analyzed the
environmental effects of the proposed development of the Project on the Property, and all of the
findings, conditions of approval and mitigation measures related thereto; and (v) is consistent
and has been approved consistent with provisions of California Government Code section 65867
et seq. and Chapter 15.45 of the Newport Beach Municipal Code.
K. On _________, 2024, the City Council held a properly noticed public hearing on
this Second Amendment and considered the testimony and information submitted by City staff,
Landowners, and members of the public. On ________, 2024, consistent with applicable
provisions of the Development Agreement Statute and Development Agreement Ordinance, the
City Council held second reading and adopted Ordinance No. 2024-____, finding the Second
Amendment to be consistent with the City of Newport Beach General Plan and approving this
Second Amendment.
AGREEMENT
NOW, THEREFORE, City and Landowners agree as follows:
1. A new Section 4.6 (Park In-Lieu Fee Credits) is hereby added to the Agreement
as follows:
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“4.6 Park In-Lieu Fee Credits.
Section 3.1 of this Agreement requires that a “Public Benefit Fee” be paid by
Landowners to the City in the amount of Thirty-Two Thousand Five Hundred
Dollars and 00/100 ($32,500.00) for every residential unit in the Project, which is
due and payable on a per-unit basis at the time of issuance of building permit or
certificate of occupancy (timing for payment in Landowners’ discretion), which
amount increases beginning on January 1, 2015, pursuant to the First Amendment
to Development Agreement by the percentage increase in the CPI Index between
the Effective Date (as that term is defined in this Agreement) and said January 1st
date (the first “Adjustment Date”) and further subject to subsequent increases on
January 1st of each following year based the percentage increase in the CPI Index
in the preceding year.
In addition, Section 3.2.1 of this Agreement acknowledges that pursuant to
Government Code Section 66477 and Chapter 19.52 of the Newport Beach
Municipal Code, Landowners are required to construct certain park improvements
and to pay parkland dedication in-lieu fees in connection with the Project and that
Landowners are eligible to receive credits against the payment of park in-lieu fees
to be used for the limited purpose as a credit against the Landowners’ park fee(s)
and/or park dedication requirements in accordance with General Plan Policy LU
6.15.16 for Public Recreational Open Space Areas, Section 19.52.030(B) of the
Municipal Code for On-Site Park construction and improvement costs, and
Section 19.52.080 of the Municipal Code for Private Recreational Amenities.
In the event Landowners complete Park Land, also referred to as Parkland,
Dedication and Improvements which consist of On-Site Parks, Public
Recreational Open Space Areas and Private Recreational Amenities, and credits
have been identified in connection with the completion of those park land
dedication and improvements that exceed any remaining park in-lieu fee
requirements, (the “Unused Credits”), Landowners may submit an application to
the City to apply the Unused Credits, or a portion thereof, towards Landowners
Public Benefit Fee obligations set forth in Section 3.1 or Section 3.2.1.
Upon the City’s receipt of a complete application and applicable fees including
any additional requests for information that are deemed necessary by the City, the
Community Development Director shall issue his or her decision within sixty (60)
days. The Community Development Director’s decision shall be based on
whether Landowners are in compliance with all obligations under this Agreement
and/or condition(s) of approval for the Project, including completion of all On-
Site Parks, Public Recreational Open Space Areas and Private Recreational
Amenities, and payment of park in-lieu fees required under Section 3.2.1.
Notwithstanding the foregoing, Landowners understand and agree that the park
land dedication fees collected pursuant to Government Code Section 66477
(Quimby Act), Chapter 19.52 of the Municipal Code and Section 3.2.1 of the
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Agreement are only to be used for park-related purposes. Landowners understand
and agree that only the Unused Credit that exceed all park in-lieu fee
requirements are eligible as credits against the payment of park in-lieu fees
required in Section 3.2.1.”
2. The City’s address set forth in Section 13.1 (Notices) of the Agreement is hereby
amended as follows:
TO CITY: City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Manager
With a copy to: City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Attorney
3. All of the Recitals in this Second Amendment are incorporated into the
Agreement. Exhibits A and B are attached to the original Agreement and Exhibit C, which is
attached hereto and incorporated by reference to this Second Amendment. Exhibits A through C
are incorporated by reference to the Agreement, First Amendment and Second Amendment as
follows:
EXHIBIT
DESIGNATION DESCRIPTION
A Legal Description of Property
B Depiction of the Property
C Property Addresses and Assessor Parcel
Numbers
4. Full Force and Effect. Except as modified by this Second Amendment, the First
Amendment and Agreement shall remain in full force and effect.
5. Recitals. The Recitals set forth above are true and correct and incorporated
herein by reference.
6. Counterparts. This Second Amendment may be signed by the Parties in
different counterparts and the signature pages combined shall create a single document binding
on all Parties.
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7. Recordation. The City Clerk of City shall record this Second Amendment in the
Office of the County Recorder of the County of Orange within the period required by California
Government Code section 65868.5 and City of Newport Beach Municipal Code section
15.45.100. The date of this Second Amendment and the date of recordation of this Second
Amendment shall not modify or amend the Effective Date or the Termination Date of the
Agreement.
[SIGNATURE PAGE FOLLOWS]
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LANDOWNERS SIGNATURE PAGE TO
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
“LANDOWNERS”
UPTOWN NEWPORT JAMBOREE, LLC,
a Delaware limited liability company
Name: _______________________________
Title: ________________________________
Name: _______________________________
Title: ________________________________
TPG/TSG VENTURE I ACQUISITION, LLC,
a Delaware limited liability company
Name: _______________________________
Title: ________________________________
Name: _______________________________
Title: ________________________________
TSG-PARCEL 1, LLC,
a Delaware limited liability company
Name: _______________________________
Title: ________________________________
Name: _______________________________
Title: ________________________________
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CITY SIGNATURE PAGE TO
SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
“CITY”
CITY OF NEWPORT BEACH
By:
Will O’Neill, Mayor
ATTEST:
Leilani I. Brown, City Clerk
APPROVED AS TO FORM:
Aaron C. Harp, City Attorney
Attachment: Exhibit C - Property Addresses and Assessor Parcel Numbers
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ACKNOWLEDGMENT
State of California
County of ______________________}
On _____________________, 20_____ before me, ______________________________, Notary Public,
personally appeared _______________________________________________, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and
that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
_________________________________
Signature (seal)
ACKNOWLEDGMENT
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)
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.
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.
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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
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Attachment No. PC 2
The Applicant’s Letter of Request
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May 7, 2024
Jaime Murillo,
Acting Deputy Director
Community Development
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
RE: Uptown Newport Development Agreement Amendment Application
Dear Mr. Murillo:
Thank you for taking the time to meet with me to discuss a proposed Development
Agreement Amendment for the Uptown Newport Planned Community (Uptown). As we
discussed, the City previously determined that there are excess Park Fee Credits from the
development of Phase 1 of he Uptown project.
Uptown Newport Phase 1 Park In-Lieu Fee Credits were determined with Community
Development Director Action Letter PA2021-165 on October 27, 2021. This determination
identified Park Fee credits for the Parkhouse Residences (30 DU) and the USAI
Condominium (60 DU) projects, including credits for public park construction costs, private
recreational facilities, and public recreational open space areas. The remaining in-lieu
Park Fee credits are $824,637.32.
The City previously acknowledged that the excess Park Fee Credits can be used to offset
future Park In-Lieu Fees in Phase 2. We are providing the attached application and
proposed amendment to the Uptown Development Agreement to allow the excess Park
Fee Credits to be used to offset other Development Impact Fees of Public Benefit Fees
within the Uptown project.
A deposit fee of $5,000 and mailing labels will be provided under separate cover from this
letter. Please feel free to contact me at 949-302-4668 or brupp@shopoff.com if you have
any questions or need any additional information.
Sincerely,
Brian G. Rupp
Executive Vice President – Real Estate
TSG-Venture 1, LLC
the Uptown project
or
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From:Adriana Fourcher
To:Planning Commission
Subject:Public Comments on Agenda 9/5, Agenda #3 & #4
Date:September 04, 2024 3:00:22 PM
[EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe.Report phish using the Phish Alert Button above.
Dear Commissioners.
Agenda Item #4 is concerning. Please consider that the city is not obligated to rubber stamp the
State’s suicide pact which will kill the goose that lays the golden egg in Newport Beach. Residents
should be allowed to vote.
It is all about location and quality of life. If the Housing Element is about that then why bury the lead?
How about upholding the best tenets of the Housing Element plan?
The fact that the city is trying to figure out a way to strip the vote way, demonstrates that crony
corporate interests and BIG Sacramento are working in tandem at the expense of our entire city.
To truly address quality of living, development plans for high density residential should require
sufficient amenities to compliment the needs of apartment residents. Examples would include, dog
parks, walking/biking paths, convenience stores, pubs/restaurants, drycleaners, EV charging
stations, extra dock wells for delivery trucks (Amazon). High density projects should contain mixed
use such as entertainment and retail.
I believe that the original Housing Element went into many of these concepts to convey a synergistic
approach to planning.
However, so far, the high-density residential projects being approved seem to be riddled with
waivers, in lieu of park fees and little to no retail not to mention few public amenities. A gym is nice
but is not a public amenity. I guess the thousands of new apartment residents will drive to the park
off San Miguel.
Please tell me where the eventual school age kids will be attending school in the Airport District? Oh
yes, the Airport District is part of the Santa Ana school district. Future NB residents will not be
thanking City planners for the lack of planning which results in long bus rides for their school age
kids. How about developer money to launch a private school in proximity to the thousands of new
residents?
Agenda #3 is a point of reference. It is arbitrary how these credit offsets are determined. Where are
the public amenities funded by the development fees to support the residents at Uptown Newport?
The park is skimpy. The developer never followed through on its original development plan to add
Planning Commission - September 5, 2025 Item No. 3a - Additional Materials Received Uptown Newport Development Agreemend 2nd Amendment (PA2024-0078)
retail or services. How come the Koll Company is not bringing this up since Uptown is neighbor to
Koll Center Newport? Koll Center has one restaurant. Why doesn’t Uptown? Where are the
development fees that the city has charged being spent?
I am urging the Planning Commission to enhance its big picture perspective for the City of NB with
regards to apartment complexes. Residential only is not mixed use and will lead to urban deserts. If
the development plans are constantly being amended (i.e. Agenda #3), it becomes a bait and switch
because the city council approved the large project with a commensurate retail (11,000 SF) and
green space component.
Thank you.
Adriana Fourcher
Resident of NB
Planning Commission - September 5, 2025 Item No. 3a - Additional Materials Received Uptown Newport Development Agreemend 2nd Amendment (PA2024-0078)
September 5, 2024, Planning Commission Item 3 Comments
These comments on a Newport Beach Planning Commission agenda item are submitted by:
Jim Mosher (jimmosher@yahoo.com ), 2210 Private Road, Newport Beach 92660 (949-548-6229).
Item No. 3. UPTOWN NEWPORT DEVELOPMENT AGREEMENT
SECOND AMENDMENT (PA2024-0078)
The agenda and report say staff recommends the Planning Commission “Adopt Resolution No.
PC2024-018 approving Uptown Newport Development Agreement No. DA2012-003, Second
Amendment.” I do not believe the approval of an amendment to a development agreement is
within the powers of the Commission. Instead, as the title of the draft resolution more correctly
indicates, I believe the Commission will be asked to recommend the Council approve the
amendment.
The staff report, on handwritten page 7, refers to “three potential credits to park in-lieu fees
based on the value of: 1) full construction and improvement costs for completed on-site public
parks; 2) up to 30% of on-site open space developed within each individual residential project
within PC58 where it is accessible to the public during daylight hours, visible from public
rights-of-way, and is of sufficient size to accommodate recreational use by the public; and, 3) up
to 30% of private recreational amenities constructed within each individual residential project
within PC-58.”
I am able to find the credit for construction costs of the dedicated park improvements in NBMC
Subsec. 19.52.030.B. This is also found in Cal.Government Code Subsection 66477(a)(9).
I am unable to find the credit for “up to 30% of on-site open space.” This seems to be a credit
proposed to be adopted as part of Policy 6.15.16 of the Land Use Element in the 2006 General
Plan, but I am unable to find where it was ever formally adopted. Wouldn’t there have had to
have been further implementing action for this credit to become operative?
The statement about credit of private amenities does not seem to agree with NBMC Sec.
19.52.080, which, in Subsection C, says “Credit granted for private recreational facilities shall be
from zero percent to twenty (20) percent of the amount of required land dedication or in lieu fee
imposed pursuant to this chapter. In no case shall credit exceed twenty (20) percent.” Where
does the “30%” stated in the staff report come from? It might also be noted that General Plan
Policy 6.15.16, if it is effective without further implementation, requires “44 square feet of on-site
recreational amenities”in addition to the park dedication requirements. The cost of providing
those private amenities would not seem eligible for a credit.
More generally, despite the staff report’s attempts at clarity, I do not understand the motivation
for this requested amendment. Assuming the credits claimed are valid, why does the applicant
want to apply them to future public benefit fees rather than future park dedication fees? They
would seem to get equal credit either way. Are there not enough future park dedication fees to
absorb the anticipated credits? Paragraph 3 of the proposed new Section 4.6 (handwritten page
22) suggests this about use of “Unused Credits” (by which it seems to mean otherwise
“Unusable” credits). This is not made clear in the staff report.
Finally, why is this proposed as new subsection of Section 4 (Development of Project) of the
existing Development Agreement, rather than Section 3 (Public Benefits)?
Planning Commission - September 5, 2025 Item No. 3a - Additional Materials Received Uptown Newport Development Agreemend 2nd Amendment (PA2024-0078)
UPTOWN NEWPORT DEVELOPMENT AGREEMENT –SECOND AMENDMENT (PA2024-0078)
Planning Commission Public Hearing
September 5, 2024
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)
PROPOSED REQUEST
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To allow excess park in-lieu fee credits to
be used towards public benefit fee obligations for residential projects within
Uptown Newport Planned Community
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)
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VICINITY MAP
Subject
Property
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)
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UPTOWN NEWPORT PLANNED COMMUNITY
One Uptown Newport
Residences(Retail component moved to Phase 2)
Parkhouse Residences
Uptown Newport
Residences
25-acre mixed-use development of up to 1244 residential units, two 1-acre public parks, &11,500 sf of retail
Phase 1
•One Uptown Newport: a 458-
unit rental (occupied)
•Parkhouse Residences: a 30-
unit condo (near completion)
•Uptown Newport
Residences: a 60-unit condo
project (entitled)
•Phase 1 Park: 1-acre public
park (completed)
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)
UPTOWN NEWPORTDEVELOPMENT AGREEMENT (DA)
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•Approved in 2013
•Public benefit fee: $32,000/unit with CPI currently $44,380/unit
•Park land dedication and improvements including two 1-acre public parks (dedicated & improved)
•102 affordable housing units
•Private open space & publicly accessible paseos
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)
PARK DEDICATION REQUIREMENTS & CREDITS
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•Park Requirements:
•Total of 13.62 acres of parkland
•Provides 2 acres of public parks
•Remaining 11.57 acres via payment of in-lieu park fees
•$19,941/ unit
•Allowed Credits:
•Full construction & improvement costs for public parks
•30% Public recreational open space area
•20% Private recreational amenities
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)
PARK IN-LIEU FEE CREDIT REQUESTS
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•2017 Approval:
•$7.1M given to 1st residential project (One Uptown Newport)
•2021 Approval:
•$2.6M Credit Given
•$824,637 residual credit to be used towards Phase 2
Private Recreation
Amenity Common Open
Space
Public Park
Improvements
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)
IF AMENDMENT APPROVED
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•Creates an allowance to apply park in-lieu credits towards public benefit fee through a staff approval request
•$824,637 could be used:
•$299,116 towards Parkhouse Residences’ public benefit fee ($1.3M currently)
•$598,232 towards Uptown Newport Residences’ public benefit fee ($2.6M currently)
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)
RECOMMENDATION
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1)Conduct a public hearing;
2)Find DA Amendment request have been
addressed in previously adopted CEQA
documents; and
3)Adopt Resolution No. PC20214-018,
recommending approval of PA2024-0078
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)
QUESTIONS AND DISCUSSION
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Rosalinh Ung, Principal Planner, 949-644-3208, Rung@newportbeachca.gov
Jaime Murillo, Deputy Director, 949-644-3209, jmurillo@newportbeachca.gov
Planning Commission - September 5, 2024 Item No. 3b - Additional Materials Presented at Meeting by Staff Uptown Newport Development Agreement - 2nd Amendment (PA2024-0078)