Loading...
HomeMy WebLinkAbout3.0_Tennis Club at Newport Beach Project Amendment_PA2021-260CITY OF NEWPORT BEACH PLANNING COMMISSION STAFF REPORT September 8, 2022 Agenda Item No. 3 SUBJECT: Tennis Club at Newport Beach Project Amendment (PA2021-260) ▪General Plan Amendment ▪Local Coastal Land Use Plan Amendment ▪Planned Community Development Plan Amendment ▪Major Site Development Review Amendment (SD2011-002) ▪Coastal Development Permit Amendment (CD2017-039) ▪Vesting Tentative Tract Map Amendment (NT2005-003) ▪Limited Term Permit Amendment (XP2011-004) ▪Development Agreement Amendment (DA2008-001) ▪Addendum to Mitigated Negative Declaration (ND2010-008) SITE LOCATION: 1602 East Coast Highway APPLICANT: Robert O’ Hill (Golf Realty Fund, Managing Owner) OWNER: Dba NBCC L & l PLANNER: David Lee, Associate Planner 949-644-3225 or dlee@newportbeachca.gov PROJECT SUMMARY The applicant requests an amendment to the approved Tennis Club at Newport Beach project to 1) increase the number of future tennis courts from seven (7) to eight (8) courts, 2) increase the number of future hotel rooms from 27 to 41 rooms, 3) increase the gross floor area of the ancillary hotel uses by 4,686 square feet, and 4) provide three (3) attached condominium units and two (2) detached single-family residences in-lieu of five (5)detached single-family residences. The request also includes a 10-year term extension to the approve project’s Development Agreement to ensure the orderly development of the property and certain public benefits to the City. RECOMMENDATION 1)Conduct a public hearing; 2)Find that the Proposed Project will not result in any new significant impacts that were not previously analyzed in the adopted Mitigated Negative Declaration No. ND2010- 008 (SCH 2010091052) for the Approved Project, and the addendum has been prepared to address reasonably foreseeable environmental impacts resulting from the Proposed Project; and 1 INTENTIONALLY BLANK PAGE2 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 2 3) Adopt Resolution No. PC2022-022, recommending the City Council approval of PA2021-260, which includes adoption of a Mitigated Negative Declaration Addendum, and approval of a General Plan Amendment, Local Coastal Land Use Plan Amendment, Planned Community Development Plan Amendment, Major Site Development Review Amendment, Coastal Development Permit Amendment, Vesting Tentative Tract Map Amendment, Limited Term Permit Amendment, and Development Agreement Amendment for The Tennis Club at Newport Beach Project located at 1602 East Coast Highway. 3 INTENTIONALLY BLANK PAGE4 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 3 VICINITY MAP GENERAL PLAN ZONING LOCATION GENERAL PLAN ZONING CURRENT USE ON-SITE MU-H3/PR (Mixed-Use Horizontal 3/Parks and Recreation) PC-47 (Newport Beach Country Club) Tennis Club NORTH RM (Multiple Residential) RM (Multiple Residential) Multi-family residences SOUTH CO-G (General Commercial Office) PC-40 (Corporate Plaza West) Offices EAST CO-G OG (Office-General) Offices WEST PR PC-47 Golf Club Subject Property Golf Course Granville Dr. 5 INTENTIONALLY BLANK PAGE6 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 4 INTRODUCTION Project Setting and Background The subject property is approximately seven (7) acres in size and presently improved with a private tennis club consisting of a 3,725-square-foot tennis clubhouse, 14 tennis courts, 32 pickle ball courts, and a 125-space surface parking lot. The subject property is located adjacent to the Newport Beach Country Club Golf Course and west of the Corporate Plaza West Planned Community, which consists of several office buildings. The site is also located directly south of the Granville residential community. On March 27, 2012, the City Council approved land use entitlements and executed a 10- year term development agreement (DA) to allow the redevelopment of the tennis club site into three distinct components: 1) Tennis Club – Reconstruct the existing 3,725-square-foot tennis clubhouse, and reduce the total number of tennis courts from 24 to seven (7) courts, including one lighted stadium court; 2) Hotel (Bungalows) - Construct a 27-room boutique hotel with ancillary uses consisting of a performance therapy center, yoga pavilion, hotel office, common area, and a spa and fitness center; and 3) Residential (Villas) - Construct five (5) detached single-family residences. Since the project site is located in the Coastal Zone, a coastal development permit (CDP) is required to implement the project. On April 10, 2013, the California Coastal Commission (CCC), which had permitting jurisdiction for Coastal Development Permits (CDP) at the time, issued a notice of intent to issue CDP No. 5-12-160 for the project. However, the CDP eventually expired without action. The City obtained CDP permitting authority in January of 2017, and on November 20, 2018, the City’s Zoning Administrator approved a CDP authorizing the redevelopment of the tennis club consistent with the 2012 entitlements. The CDP is scheduled to expire on November 20, 2022, after receiving two, one-year time extensions. The project includes both the 2012 City Council and 2018 Zoning Administrator approvals (commonly referred to as “Approved Project”). 7 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 5 The exhibit below illustrates the proposed site plan for the Approved Project: The Approved Project has not been implemented to date and continues to operate as a private tennis club, with pickleball courts being introduced in 2019. On June 28, 2022, the City Council approved the first amendment to the DA previously approved in 2012, which authorized the extension of the DA by one year. This provided City Staff additional time to process an amendment to the Approved Project, which was submitted by the applicant on November 2, 2021. Project Description The applicant is requesting an amendment to the Approved Project to add one tennis court for a total of eight (8) tennis courts, 14 hotel rooms for a total of 41 hotel units with additional 8 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 6 ancillary uses, and to allow three (3) of five (5) single-family residential units to be converted to condominiums (“Proposed Project”). The following approvals are requested or required in order to implement the Proposed Project: • General Plan Amendment: An amendment to Anomaly No. 46 of Table LU2 of the 2006 Newport Beach General Plan Land Use Element to amend the allowable development limits for the tennis club site; • Local Coastal Program Implementation Plan Amendment: An amendment to Local Coastal Implementation Plan Section 21.26.055.S.2 (Tennis Club of Newport Beach Country Club Planned Community Coastal Zoning District Development Standards) to amend land use regulations for the tennis club site; • Planned Community Development Plan Amendment: An amendment to Planned Community Development Plan No. 47 (Newport Beach Country Club Planned Community) to amend land use regulations and development standards on the tennis club site; • Major Site Development Review: A site development review in accordance with Section 4.0 (Site Development Review) of Planned Community Development Plan No. 47 and NBMC Section 20.52.80 (Site Development Reviews) for the construction of the Proposed Project; • Coastal Development Permit: An amendment to Coastal Development Permit No. CD2017-039 for the demolition of existing structures, further subdivision on the tennis club site, and implementation of the Proposed Project; • Tentative Vesting Tract Map: An amendment to Tentative Vesting Tract Map pursuant to Title 19 of the Municipal Code to create separate lots for the tennis club site; • Limited Term Permit: A limited term permit to allow temporary use of structures during construction pursuant to Section 20.60.015 of the Municipal Code; • Development Agreement: A second amendment to the Development Agreement (DA2008-001), between the applicant and the City pursuant to Section 15.45 of the Municipal Code, which would provide vested right to develop the Proposed Project while also providing negotiated public benefits and extend the term of Agreement for an additional 10 (ten) years; and 9 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 7 • Addendum to the 2010 Mitigated Negative Declaration: Pursuant to the California Environmental Quality Act (“CEQA”), the addendum addresses reasonably foreseeable environmental impacts resulting from the proposed development. The Proposed Project does not increase the overall footprint of the Approved Project. The Proposed Project introduces two (2) new loft buildings, which includes a mixture of attached residential condominiums atop of two levels of hotel rooms and are a maximum height of 46 feet. The additional hotel amenities, which includes a hotel office, common area, performance therapy center, and yoga pavilion, are located within the first floor of one of the loft buildings (Bungalow Lofts). The remainder of the hotel rooms remain as bungalow-style buildings as previously envisioned and approved, have a maximum height of 31 feet, and are located throughout the project site. Parking is available for each component of the project, as there are multiple parking lots, street parking, and underground parking available for residents, the tennis club, and hotel guests. A total of 131 parking spaces are provided, where 91 spaces are required (Table 4, below). The Proposed Project features a distinct architectural style, which includes smooth plaster exterior siding, clay-tile roofs, and stone veneer exterior accent finishes that is compatible with the surrounding uses and area. The exhibit below illustrates the site plan for the Proposed Project: 10 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 8 The anticipated duration of construction of the Proposed Project is approximately 20 months, which will begin with the demolition of the existing tennis and pickleball courts and portion of the parking lot. Six (6) tennis courts are to be maintained for use during construction. The construction of the hotel rooms, tennis club house and stadium court will follow immediately and will be completed with the construction of the residential units. A Phasing Plan is included as part of the Project Plans and is attached to the Staff Report (Attachment No. PC 6). The property has an existing parking lot with two (2) entrances currently taken from Clubhouse Drive, which has a westerly outlet to East Coast Highway and an easterly outlet to Granville Drive and Newport Center Drive. During the various phases of construction, the easterly entrance to the parking lot will remain available to the public for parking and will provide direct access for the modular office trailer and portable toilets, while the westerly entrance will be for construction access only. A Construction 11 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 9 Management Plan is included as an attachment to the Staff Report (Attachment No. PC 4). Table 1 provides a summary of the Approved Project comparing it to the and the Proposed Project: Table 1 – Project Comparison Use Approved Project Proposed Project Tennis Clubhouse (3,725 sq. ft.) 7 Tennis Courts No Change 8 Tennis Courts (+1) Hotel 27 Hotel Rooms Concierge Center (2,200 sq. ft.) Spa/Fitness Center (7,500 sq. ft.) 41 Hotel Rooms (+14) No Change No Change +4,686 sq. ft. of Ancillary Uses Performance Therapy (+852 sq. ft.), Yoga Pavilion (+633 sq. ft.), Administrative Office (+2,620 sq. ft.), Common Area (+581 sq. ft.) Residential 5 Detached Single-Family Residences 2 Detached Single-Family Residences 3 Attached Condominiums DISCUSSION Analysis General Plan The subject property has a General Plan Land Use designation of Mixed-Use Horizontal 3/Parks and Recreation (MU-H3/PR). The Mixed Use Horizontal 3 designation on the subject site provides for the horizontal intermixing of regional commercial office, hotel, single-family and multi-family residential, and ancillary commercial uses. The PR designation applies to land used or proposed for active public or private recreational use. Permitted uses include parks (both active and passive), golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. The project site is designated as Anomaly No. 46 by the existing Land Use Element, which limits development intensity to 3,725 square feet for a tennis club building and 24 tennis courts at the subject property. Residential use is also permitted in Anomaly No. 46 in accordance with MU-H3/PR designation. As part of the Approved Project, the City Council authorized the conversion of 17 tennis courts to 27 hotel rooms on a traffic neutral basis. Since the Approved Project did not include a General Plan Amendment, the conversion did not change Anomaly No. 46. 12 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 10 The applicant seeks no changes to the General Plan designations, but rather requests to increase the number of hotel rooms from 27 to 41 rooms (+14) and number of tennis courts from 7 to 8 courts (+1). The subject property would remain Mixed-Use Horizontal 3/Parks and Recreation (MU-H3/PR). The Proposed Project is consistent with the MU- H3/PR designation as it includes a mix of land uses including single-family residential, attached residential condominiums, recreational tennis club facilities, and visitor-serving commercial uses. These uses are permitted as stated above. A complete consistency analysis of each of the applicable General Plan policies is provided in the attached Draft Resolution (Attachment No. PC 1) and included in Table 5-12 of the Land Use and Planning Section of the Mitigated Negative Declaration Addendum. Charter Section 423 (Measure S) Pursuant to City Charter Section 423 and Council Policy A-18, an analysis must be prepared to establish whether a proposed General Plan Amendment (if approved) requires a vote by the electorate. Charter Section 423 requires voter approval of any major General Plan amendment to the General Plan. A major General Plan amendment is one that significantly increases allowed density or intensity by 40,000 square feet of non-residential floor area, or increases traffic by more than 100 peak hour vehicle trips (AM/PM) or increases residential dwelling units by 100 units. These thresholds apply to the total of increases resulting from the amendment itself, plus 80 percent of the increases resulting from other amendments affecting the same neighborhood (defined as a Statistical Area as shown in the General Plan Land Use Element) and adopted within the preceding ten years. The subject property is within Statistical Area L1. Only 14 hotel rooms are required to be analyzed for Charter Section 423 since the 27 hotel rooms have been previously converted from the 17 tennis courts. The proposed GPA results in an increase of 14,000 square feet (1,000 square feet per hotel room), 9.51 AM trips, and 12.42 PM trips based on the most recent ITE trip rates pursuant to City Council Policy A-18. Prior amendments within the past ten years are Vivante Senior Housing and Residences at Newport Center projects. Charter Section 423 requires consideration of 80 percent of prior increases, which results in a cumulative increase of 94 dwelling units, 23 AM trips, and 43 PM trips between both projects. There were no nonresidential gross square footage increases with these two prior amendments. When combined with 80 percent of the prior amendment increases, this results in cumulative increases of 14,000 square feet, 32.51 AM trips, and 55.42 PM trips. Table 2 below illustrates the calculations and none of the thresholds specified by Charter Section 423 are exceeded, therefore no vote of the electorate is required should the City Council choose to approve the General Plan Amendment. 13 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 11 Table 2 - Charter Section 423 Calculations Unit Floor area Trip rates AM trips PM Trips Tennis Clubhouse N/A N/A N/A Tennis Courts 1 court N/A 1.67/Court AM 3.88/Court PM 1.67 3.88 Hotel 14 rooms 14,0001 0.56 AM/room 0.61 PM/room 7.84 8.54 Total - Project N/A 14,000 N/A 9.51 12.42 Vote Required Project N/A No N/A No No 80% of Prior Amendments N/A 0 N/A 23 43 Total- Project + Prior Amendments N/A 14,000 N/A 32.51 55.42 Vote Required Project + Prior Amendments N/A No N/A No No 1 Pursuant to Council Policy A-18, each hotel room equals 1,000 square feet, so there is a 14,000 square foot increase. Upon approval of the project, the Proposed Project will be added to L1 Tracking Table as such: Project Name Date Approved Amendment Description Square Footage Change Dwelling Unit Change AM Peak Hour Trip Change PM Peak Hour Trip Change Vivante Senior Housing 8/13/2019 Private Institutions (PI) to Mixed Use Horizontal (MU- H3) (Reduction: 45,028 to 16,000) 90 26 52 Residences at Newport Center 9/28/2021 Regional Commercial Office (CO-R) to Planned Community (PC- 61) 0 28 3 2 Tennis Club at Newport Beach TBD 14 Hotel Rooms and 8 Tennis Courts 14,000 0 9.51 12.42 100% Totals 14,000 118 38.51 66.42 80% Totals 11,200 94 30.80 53.14 Remaining Capacity Without Vote 28,800 6 69.20 46.86 Local Coastal Program The proposed amendment to the Local Coastal Program Implementation Plan (Title 21) is consistent with the Coastal Land Use Plan (CLUP), which designates the property as MU-H/PR (Mixed Use Horizontal/Parks and Recreation). This designation allows horizontally-distributed mix of uses, which may include general or neighborhood commercial, commercial offices, multi-family residential, visitor-servicing and marine- related uses, buildings that vertically integrate residential with commercial uses, and 14 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 12 active public or private recreational uses, including parks, golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. The Proposed Project is a request to increase existing uses which have been previously permitted. The project includes a mixture of uses which include a tennis club and eight (8) tennis courts, a 41-unit hotel development and ancillary uses, and five (5) residential units. All of these uses are intended to provide an updated recreational facility to serve the residents and visitors of the City. Additionally, the amendment is consistent with applicable land use policies of the CLUP, as provided in the attached Draft Resolution. Therefore, an amendment to the CLUP is not necessary. Title 21 includes specific development standards for the Approved Project. As a result, an amendment to Title 21 is necessary to revise the development standards listed in Section 21.26.055.S, which specifically refers to the Newport Beach Country Club Planned Community (PC-47) development standards of the “Tennis Club”, “The Villas”, and “The Bungalows.” The following amendments are proposed: 1. The amendment increases the density and intensity limit for the number of tennis courts from seven (7) to eight (8) courts. The addition of the tennis court increases the minimum required parking from 28 spaces to 32 spaces (4 spaces per court). There is no change to the 3,725-square-foot limit for the tennis clubhouse. 2. The number of residential units remains unchanged. However, the amendment converts three (3) of the five (5) single-family residences to attached residential condominium units. Therefore, the amendment revises the density and intensity limit for the Villas from five (5) to two (2) single family residences and removes previous development standards for three single family residences referred to as Villas C, D, and E. 3. The amendment includes new development standards for attached residential condominiums, which have a density limit of three (3) units and maximum gross floor area of 15,035 square feet. The maximum height allowed for the condominium buildings is 50 feet. The buildings are required to be set back five (5) feet from any property line. The remaining single-family residences require a minimum of two (2) enclosed parking spaces and one guest parking space per unit, while the proposed attached condominiums require a minimum of three (3) enclosed parking spaces and one guest parking space per unit. 4. The amendment revises the density and intensity limits for the bungalows from 27 to 41 short-term guest rental rooms. Additionally, the maximum allowable gross floor area increases from 28,300 to 47,484 square feet, and square footage for ancillary hotel uses are included. A minimum of one (1) space per hotel unit is required. 15 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 13 Planned Community Development Plan Amendment In 2012, the City Council adopted NBCC Planned Community Development Plan (PC-47) for the subject site as part of the Approved Project that also includes the adjacent Newport Beach Country Club Golf Course site. All proposed changes as part of the Proposed Project are limited to the Tennis Club property and do not apply to the Golf Club. The Proposed Project is consistent with the intent and purpose of PC-47 in that the tennis club, hotel, and residential uses and their development standards have already been allowed and is in place on the tennis club site. The proposed changes are minor adjustments to the building height, setbacks, and parking standards in order to accommodate the Proposed Project. Additionally, PC-47 provides guidelines for architectural design to include coordinated and cohesive architecture which exhibits quality that is keeping with the surrounding area in Newport Center. The Proposed Project includes additional hotel rooms and two (2) attached residential condominium loft buildings. The proposed additions are designed to be compatible with the approved architectural design of the Approved Project. PC-47 permits structures to be a maximum of 50 feet in height. The Proposed Project includes two (2) attached residential condominium loft buildings and additional hotel rooms to be at a maximum of 46 feet high and comply with the height limit. Site Development Review On January 24, 2012, the City Council approved Site Development Review No. SD2011- 002, which authorized construction of the Approved Project. The proposed changes to the Approved Project, necessitate an amendment to the approved Site Development Review. In accordance with Section 4.0 of PC-47 (Site Development Review), the following findings and facts in support of such findings are set forth: 1. The development shall be in compliance with all other provisions of the Planned Community District Plan; 2. The development shall be compatible with the character of the neighboring uses and surrounding sites and shall not be detrimental to the orderly and harmonious development of the surroundings and of the City; 3. The development shall be sited and designed to maximize the aesthetic quality of the project as viewed from surrounding roadways and properties, with special consideration given to the mass and bulk of buildings and the streetscape on Coast Highway; and 4. Site plan and layout of buildings, parking areas, pedestrian and vehicular access ways, landscaping and other site features shall give proper consideration to functional aspects of site development. 16 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 14 The proposed development complies with all Site Development Review criteria specified in PC-47 in order to provide a coordinated, cohesive, and comprehensive large-scale planning project. The Approved Project features a distinct and cohesive architectural style (Figure 2), and includes landscaping components, signage, and circulation design, which are compatible with the character of the neighboring uses and surrounding sites. The additional 14 hotel rooms and attached residential condominium buildings designed to be of similar architectural style, which includes smooth plaster exterior siding, clay-tile roofs, and stone veneer exterior accent finishes. As a result, the Proposed Project is compatible with the Approved Project, and not detrimental to the orderly and harmonious development of the surroundings and of the City. Figure 1: Rendering of Architectural Style (Pictured: Attached Condominium and Hotel Loft Building) The Proposed Project promotes additional functionality between residential and hotel components, as residential condominiums are attached to hotel units in two (2) separate loft buildings. Underground parking is provided in the loft buildings, with additional street parking and parking lots to serve hotel and tennis club guests. Each of the two (2) single- family residences provide a two (2)-car garage to serve its residents. The project has been designed to include a surplus of 40 spaces beyond what is required. Table 4 below shows the required and provided parking for the proposed project. 17 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 15 Table 4: Required and Provided Parking Use Parking Rate Required Provided Tennis Club 4 per court 32 spaces 51 spaces Single-Family Residences 2 per unit enclosed 1 per unit guest 4 enclosed spaces 2 guest spaces 4 enclosed spaces 4 guest spaces Attached Condominiums 3 per unit enclosed 1 per unit guest 9 enclosed spaces 3 guest spaces 9 enclosed spaces 3 guest spaces Hotel 1 per unit 41 spaces 60 spaces Total N/A 91 spaces 131 spaces Surplus 40 spaces The development is designed to maximize aesthetic quality as viewed from surrounding properties. The property is separated from East Coast Highway by a commercial office plaza which comprises of three (3) two (2)-story office buildings at 1200 Newport Center Drive. The office plaza includes landscaping along East Coast Highway with trees and various plantings. The Newport Beach Country Club golf clubhouse is located approximately 150 feet west of the Property. The development’s multiple components (tennis club, residential, and hotel) have been designed and sited to function cohesively not only with each other, but also with the adjacent golf course uses and surrounding development. Coastal Development Permit The subject property is located within the Coastal Zone. Therefore, the Proposed Project requires a coastal development permit. Per Section 21.52.015.F of NBMC, the required findings to approve a coastal development permit are as follows: 1. Conforms to all applicable sections of the certified Local Coastal Program; 2. Conforms with the public access and public recreation policies of Chapter 3 of the Coastal Act if the project is located between the nearest public road and the sea or shoreline of any body of water located within the coastal zone. The Proposed Project is consistent with the Coastal Land Use Plan, which designates site as Mixed-Use Horizontal/Parks and Recreation (MU-H/PR). The MU-H land use designation of the Coastal Land Use Plan allows the horizontal intermixing of hotel units, single-family residences, attached residential condominiums, and tennis club facilities on the project site. Additionally, the MU-H designation identifies a maximum density/intensity limit of 1.5 floor area ratio (FAR), with a minimum FAR of 0.25 and a maximum FAR of 0.5 for retail uses and a maximum of 1.0 for residential. The project proposes 65,595 square feet of nonresidential floor area (approximately 0.21 FAR) for the hotel rooms, concierge & guest center, and ancillary hotel uses which include a performance therapy center, yoga pavilion, office, common area, and a spa and fitness center. The five (5) residential dwelling units totals 20,653 square feet (approximately 0.06 FAR). The 18 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 16 proposed density/intensity of the hotel and residential units comply with the FAR limitations identified in the Coastal Land Use Plan. The PR coastal land use designation applies to land used or proposed for active public or private recreational use. Permitted uses include parks (both active and passive), golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. The PR designation on this site is applicable to the existing and proposed private tennis club and tennis courts. The density/intensity limitations include incidental buildings, such as maintenance equipment sheds, supply storage, and restrooms, not included in determining intensity limits. The proposed tennis club and ancillary uses are consistent with this land use designation. The property is not located between the nearest public road and the sea or shoreline and will not affect the public’s ability to gain access to, use, or view the coast and nearby recreational facilities. Vertical access to Newport Bay is available via existing public access at 1601 Bayside Drive, which is located approximately 1,600 feet southwest of the subject property. Elevations on the subject property range from 104 feet up to 120 feet North American Vertical Datum of 1988 (NAVD88) above mean sea level. These site elevations are well above projected sea level rise in Newport Bay for the next 75 years and the site is not subjected to other coastal hazards. Potential liquefaction risk (if any) must be mitigated with foundation designs consistent with the Building Code. Coastal Land Use Plan, Policy 4.4.1-6 and Figure 4-3 (Coastal Views) identify the closest public view road as Newport Center Drive, located approximately 170 feet east of the project site and the closest public viewpoint as Irvine Terrace Park, located 525 feet south of the project site. Coastal views from these view corridors and viewpoints are directed toward the Newport Bay and the Pacific Ocean. Since the project site is located to the north of Irvine Terrace Park, the Proposed Project will not affect coastal views due to its orientation. From Newport Center Drive, there is a zero to 40-foot grade difference to the project area below. The Planned Community Text amendment includes maximum building heights for all structure types (Table 3, above). The majority of the project would sit below the existing grade elevations along Newport Center Drive, minimizing the visibility of the project site and would not obstruct public coastal views. During construction, equipment would be obscured by vegetation and the grade differential so it would not obstruct coastal views from motorists traveling along Newport Center Drive. The Proposed Project will not impact coastal views. An Analysis of the Fiscal and Economic Impacts was prepared on August 29, 2022, by Kosmont Companies to analyze the construction of new visitor accommodations in the coastal zone in accordance with the requirements of Section 21.48.025 (Local Coastal Program Implementation Plan, Standards for Specific Land Uses, Visitor Accommodations) of the NBMC. The report provides a feasibility analysis stating that the anticipated average daily room (ADR) rate for all 41 rooms is approximately $920 and the 19 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 17 statewide average daily room rate is $205.69. Because the anticipated ADR will well exceed the Statewide average, the proposed accommodations are not considered lower cost accommodations. The report considers the specific location of the Property as an inappropriate location for low-cost accommodations. Additionally, low-cost accommodations are not feasible due to prohibitive land and construction costs. The Property does not currently provide accommodations of any kind and implementation of the Project would not directly impact low-cost accommodations. While the Project would not include any lower cost accommodations, the Local Coastal Program Implementation Plan would identify the Project as generating an impact simply by not providing lower- cost accommodations. There is no impact on the provision of lower-cost visitor accommodations in the Coastal Zone as creating lower cost accommodations at the site is infeasible and there is no nexus to an actual impact; therefore, no mitigation is required. The Project features larger guest facilities with bedrooms, separate living rooms with sofa beds and many rooms with kitchens. These features will accommodate more occupants per room, which lowers the costs per occupant. Tentative Vesting Tract Map On January 24, 2012, the City Council approved a Vesting Tentative Tract Map, which authorized the creation of separate lots for five (5) single-family residences, 27 hotel rooms, and lettered lots for common areas and a private street. The applicant proposes an amendment to the vesting tentative tract map to accommodate the Proposed Project, which consists of two (2) single-unit residential dwellings, three (3) residential condominiums, 41 hotel rooms, a tennis clubhouse, their common open space areas and a private street to support the proposed uses. In accordance with Section 19.12.070 of the Newport Beach Municipal Code, and the following finding and facts in support of such findings are set forth: 1. That the proposed map and the design or improvements of the subdivision are consistent with the General Plan and any applicable specific plan, and with applicable provisions of the Subdivision Map Act and this Subdivision Code; 2. That the site is physically suitable for the type and density of development; 3. That the design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage nor substantially and avoidably injure fish or wildlife or their habitat. However, notwithstanding the foregoing, the decision making body may nevertheless approve such a subdivision if an environmental impact report was prepared for the project and a finding was made pursuant to Section 21081 of the California Environmental Quality Act that specific economic, social or other considerations make infeasible the mitigation measures or project alternatives identified in the environmental impact report; 4. That the design of the subdivision or the type of improvements is not likely to cause serious public health problems; 5. That the design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of property 20 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 18 within the proposed subdivision. In this connection, the decision making body may approve a map if it finds that alternate easements, for access or for use, will be provided and that these easements will be substantially equivalent to ones previously acquired by the public. This finding shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to the City Council to determine that the public at large has acquired easements for access through or use of property within a subdivision; 6. That, subject to the detailed provisions of Section 66474.4 of the Subdivision Map Act, if the land is subject to a contract entered into pursuant to the California Land Conservation Act of 1965 (Williamson Act), the resulting parcels following a subdivision of the land would not be too small to sustain their agricultural use or the subdivision will result in residential development incidental to the commercial agricultural use of the land; 7. That, in the case of a “land project” as defined in Section 11000.5 of the California Business and Professions Code: (1) There is an adopted specific plan for the area to be included within the land project; and (2) the decision making body finds that the proposed land project is consistent with the specific plan for the area; 8. That solar access and passive heating and cooling design requirements have been satisfied in accordance with Sections 66473.1 and 66475.3 of the Subdivision Map Act; 9. That the subdivision is consistent with Section 66412.3 of the Subdivision Map Act and Section 65584 of the California Government Code regarding the City’s share of the regional housing need and that it balances the housing needs of the region against the public service needs of the City’s residents and available fiscal and environmental resources; 10. That the discharge of waste from the proposed subdivision into the existing sewer system will not result in a violation of existing requirements prescribed by the Regional Water Quality Control Board; and 11. For subdivisions lying partly or wholly within the Coastal Zone, that the subdivision conforms with the certified Local Coastal Program and, where applicable, with public access and recreation policies of Chapter Three of the Coastal Act. The amended map reflects the combination of two (2) previously divided lots, which results in the elimination of one (1) lot. These two (2) lots were intended for two (2) detached-single family residences. The map has also been modified to include residential condominium portion of the Proposed Project. The project site is located in the Newport Center and Fashion Island area. The site is currently improved with a private tennis club. Given its location, this site is ideal for the development of a recreation and mixed-use project as allowed by the General Plan Land Use Element. Additionally, the Addendum to the MND concludes that no significant environmental impacts will result with the Proposed Project in accordance with the proposed subdivision map revision. 21 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 19 All construction for the project has been conditioned to comply with all Building, Public Works, and Fire Codes, which are in place to prevent serious public health problems. The Public Works Department has reviewed the proposed revisions to the approved vesting tentative tract map and determined it is consistent with the Newport Beach Subdivision Code (Title 19) and applicable requirements of the Subdivision Map Act. Limited Term Permit The applicant is requesting a limited term permit (LTP) to allow two (2) temporary modular trailers and portable toilets during construction. In accordance with Section 20.52.040 (Limited Term Permits) of the Newport Beach Municipal Code, the following findings and facts in support of such findings are set forth: 1. The operation of the requested limited duration use at the location proposed and within the time period specified would not be detrimental to the harmonious and orderly growth of the City, nor endanger, jeopardize, or otherwise constitute a hazard to the public convenience, health, interest, safety, or general welfare of persons residing or working in the neighborhood of the requested limited duration use; 2. The subject lot is adequate in size and shape to accommodate the limited duration use without material detriment to the use and enjoyment of other properties located adjacent to and in the vicinity of the lot; 3. The subject lot is adequately served by streets or highways having sufficient width and improvements to accommodate the kind and quantity of traffic that the limited duration use would or could reasonably be expected to generate; 4. Adequate temporary parking to accommodate vehicular traffic to be generated by the limited duration use would be available either on-site or at alternate locations acceptable to the Zoning Administrator; and 5. The limited duration use is consistent with all applicable provisions of the General Plan, any applicable specific plan, the Municipal Code, and other City regulations. Both modular trailers are approximately 33 feet long and 13 feet wide. One modular trailer is proposed to be used as a construction office located at the southwest portion of the property and will be staged at this location through the entire duration of the Proposed Project, which is estimated to be approximately 20 months. The second modular office is proposed to be used as a temporary office for tennis club operations and will be located on the easterly portion of the property through the construction of the tennis clubhouse, which is estimated to be approximately 16 months. The portable toilets are proposed to serve the temporary tennis club office and located nearby. Development Agreement On March 27, 2012, the City Council approved a Development Agreement between the City and the Applicant for the Approved Project. The DA was executed and recorded, on January 29, 2014, with a ten-year term. The DA provides vested rights to develop the 22 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 20 Approved project and the City negotiated the following public benefit fees of ninety-three thousand dollars ($93,000) per each residential dwelling unit and ten dollars ($10) per square foot of construction for the tennis clubhouse (Table 5). These fees are subject to annual adjustments, based on the CPI Index. Table 5: Projected Public Benefit Fees (Subject to Adjustment) Use Multiplier Fee Rate Total Residential 5 units $93,000 per unit $465,000 Tennis Clubhouse 3,725 square feet $10 per square foot $37,250 Grand Total $502,250 On July 12, 2022, the City Council approving the First Amendment to the DA to extend the term of the agreement by one year. The DA will expire on September 23, 2023. In accordance with Section 15.45.020.A.2.c (Development Agreement Required) of the NBMC, a reconsideration of the agreement is required as the Proposed Project, which includes an amendment to PC-47 and a General Plan Amendment to increase the number of hotel rooms from 27 to 41 rooms, which is new non-residential development in Statistical Area L1 (Newport Center/Fashion Island). The applicant requests an additional 10-year term of agreement (“Second Amendment”), pursuant to Section 15.45.070 (Amendment/Cancellation). The Second Amendment provides assurance that the applicant may proceed with the Proposed Project in accordance with existing policies, rules and regulations, and conditions of approval. Additionally, the Second Amendment to the DA helps the applicant avoid a waste of resources and escalated costs of the Proposed Project while encouraging a commitment to private participation in comprehensive planning. In addition to the 10-year term extension, the Second Amendment (Exhibit “E” of the Draft Resolution) specifies the updated permitted uses, density and intensity, and maximum height and size of proposed buildings, consistent with the Proposed Project. Additionally, the Second Amendment to the Agreement includes all mandatory elements, including public benefits that are appropriate to support conveying the vested development rights consistent with the City’s General Plan, NBMC, and Government Code Sections 65864 et seq. No changes to the public benefit fees are proposed. Environmental Review On March 27, 2012, the Newport Beach City Council approved a Mitigated Negative Declaration and its Errata to Mitigated Negative Declaration (together referred to as “MND”) that addressed the potential environmental effects associated with the Approved Project. The MND was prepared in compliance with the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and City Council Policy K-3. 23 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 21 Pursuant to Section 21166 of the California Public Resources Code and Section 15162 of the CEQA Guidelines, when a negative declaration adopted for a project, no subsequent negative declaration is required unless the lead agency determines, on the basis of substantial evidence in the light of the whole record, one or more of the following: 1. Substantial changes are proposed in the project which will require major revisions of the previous negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; 2. Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or 3. New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the negative declaration was adopted as complete, shows any of the following: a. The project will have one or more significant effects not discussed in the previous negative declaration. b. Significant effects previously examined will be substantially more severe than shown in the adopted negative declaration. c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or d. Mitigation measures or alternatives which are considerably different from those analyzed in the previous negative declaration would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. On the basis of the earlier MND and entire environmental review record including the Addendum, the Proposed Project will not result in any new significant impacts that were not previously analyzed in the MND. The Addendum confirms and provides substantial evidence that the potential impacts associated with the Proposed Project would either be the same or less than those described in the MND, or as mitigated by applicable mitigation measures and standard conditions of approval in the MND. In addition, there are no substantial changes to the circumstances under which the Proposed Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the MND, nor has any new information regarding the 24 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 22 potential for new or more severe significant environmental impacts been identified. Therefore, in accordance with Section 15164 of the CEQA Guidelines, an addendum to the previously adopted MND is the appropriate environmental document for the Proposed Project. In taking action to approve any of the requested applications for the Proposed Project, the data presented in the MND, as augmented by the Addendum for this Proposed Project, are considered as part of the record. The City contracted with an environmental consultant, Chambers Group, to prepare the Addendum. The entire Addendum and its technical appendixes are available online at the City’s website at www.newportbeachca.gov/ceqa. Summary In summary, staff believes the findings for the project approval can be made with specific conditions of approval. The applicant proposed a general plan amendment to increase the number of hotel rooms and one (1) additional tennis court. According to the applicant, the request is necessary to provide a viable hotel development and adjust residential type in responding to the needs of the community. The Proposed Project is consistent with the General Plan’s MU-H3/PR designation as it still includes and maintains a mix of land uses including single-family residential, attached residential condominiums, recreational tennis club facilities, and visitor-serving commercial uses. The proposed general plan amendment would not require a voter approval pursuant to Charter Section 423 analysis. Due to the lack of environmental impacts and apparent compatibility with the surrounding uses, staff does not object to the GPA request. The Proposed Project is also consistent with the Local Coastal Program. The Coastal Land Use Plan designates the property as MU-H/PR (Mixed Use Horizontal/Parks and Recreation). This designation allows horizontally-distributed mix of uses, which includes multi-family residential, visitor-servicing uses, and tennis clubs and courts. The Proposed Project is within the maximum density/intensity limit allowed per MU-H designation. The amendment to the Planned Community Development Plan is consistent with the intent and purpose of PC-47 in that the tennis club, hotel, and residential uses and their development standards have already been allowed and in place on the tennis club site. The proposed changes to the building height, setbacks, and parking standards in order to accommodate the Proposed Project are within the development standards in place for the Approved Project. The Proposed Project meets all of the findings for the required Site Development Review as specified in PC-47. The proposed amendments maintain a coordinated, cohesive, and comprehensive large-scale planning project, which includes a distinct architectural style. The Proposed Project is compatible with the character of the neighboring uses and surrounding sites and is not detrimental to the orderly and harmonious development of the surroundings and of the City. 25 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 23 The Proposed Project meets all of the findings for the required Coastal Development Permit. As previously stated, the amendment is consistent with the City’s Local Coastal Program. Additionally, the amendment will not affect the public’s ability to gain access to, use, or view the coast and nearby recreational facilities. The proposed revisions to the approved vesting tentative tract map is consistent with the Newport Beach Subdivision Code (Title 19) and applicable requirements of the Subdivision Map Act. The amended map reflects the combination of two previously divided lots, which results in the elimination of one lot. These two lots were intended for two (2) detached-single family residences. The map has also been modified to include attached residential condominiums. The Proposed Project requires an amendment to the City’s Local Coastal Program Implementation Plan (Title 21). This amendment requires the consideration of California Coastal Commission. As a result, the Proposed Project only becomes effective upon the approval by Coastal Commission. Upon such approval, the following discretionary permits approved for the Approved Project are to become null and void: 1. Site Development Review Permit No. SD2011-002 2. Tentative Tract Map No. ND2010-008 3. Limited Term Permit No. XP2011-004 Alternatives 1. The Planning Commission may require or suggest specific design changes that are necessary to alleviate any areas of concern. If the requested changes are substantial, staff will return with a revised resolution incorporating new findings and/or conditions. 2. If the Planning Commission chooses to deny the Proposed Project, the applicant would retain the vested right to build the Approved Project until the termination date of the DA (September 23, 2023). After the expiration of DA, the Approved Project could still be implemented with the approval of new discretionary permits (i.e., site development review permit, tentative tract map, limited term permit). The City, however, would not receive the negotiated public benefit fee as prescribed in the DA. 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. 26 Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, «HearingDATE» Page 24 Prepared by: Submitted by: ___________________________ David S. Lee Associate Planner ATTACHMENTS PC 1 Draft Resolution with Findings and Conditions PC 2 Project Description PC 3 LSA’s Traffic and Parking Analysis Update PC 4 MurowDC’s Construction Management Plan PC 5 Fiscal and Economic Impacts Analysis PC 6 Project Plans :\Users\PLN\Shared\PA's\PAs - 2021\PA2021-260\PC\PC-Staff_Report.docx01/12/18 27 INTENTIONALLY BLANK PAGE28 Attachment No. PC 1 Draft Resolution with Findings and Conditions 29 INTENTIONALLY BLANK PAGE30 RESOLUTION NO. PC2022-022 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF NEWPORT BEACH, CALIFORNIA RECOMMENDING CITY COUNCIL APPROVAL OF AN ADDENDUM TO MITIGATED NEGATIVE DECLARATION NO. ND2010-008, GENERAL PLAN AMENDMENT, LOCAL COASTAL PROGRAM IMPLEMENTATION PLAN AMENDMENT, PLANNED COMMUNITY DEVELOPMENT PLAN AMENDMENT, AMENDMENT TO MAJOR SITE DEVELOPMENT REVIEW NO. SD2011-002, AMENDMENT TO COASTAL DEVELOPMENT PERMIT NO. CD2017-039, AMENDMENT TO VESTING TENTATIVE TRACT MAP NO. NT2005-003, AMENDMENT TO LIMITED TERM PERMIT NO. XP2011-004, AND SECOND AMENDMENT TO DEVELOPMENT AGREEMENT NO. DA2008- 001 FOR THE TENNIS CLUB AT NEWPORT BEACH LOCATED AT 1602 EAST COAST HIGHWAY (PA2021-260) THE PLANNING COMMISSION OF THE CITY OF NEWPORT BEACH HEREBY FINDS AS FOLLOWS: SECTION 1. STATEMENT OF FACTS. 1. An application was filed by Golf Realty Fund, Managing Owner (“Applicant”), with respect to property located at 1602 East Coast Highway, and legally described as Parcels A, B, C, and D of Parcel Map No. 2016-151 (commonly referred as the “Tennis Club Site” or “Property”). 2. On January 24, 2012, the City Council authorized the redevelopment of the Property to include a reconstruction of the 3,725-square-foot tennis clubhouse, a reduction of tennis courts from 24 to seven (7) courts, and a construction of 27-room boutique hotel with 9,700 square feet of ancillary uses, and five (5) single-family residential units. On November 20, 2018, the Zoning Administrator approved Coastal Development Permit No. CD2017-039, authorizing the redevelopment if the subject property consistent with the 2012 approval (commonly referred to as “Approved Project”). 3. The Applicant is requesting land use approvals to amend the Approved Project which consists of the following: a. Increase the number of future tennis courts from seven (7) to eight (8); b. Increase the number of future hotel rooms from 27 to 41 rooms; c. Increase the gross floor area of ancillary hotel uses by 4,686 square feet; d. Provide three attached condominium units and two (2) single family residences in-lieu of five (5) single-family residences; and 31 Planning Commission Resolution No. PC2022-022 Page 2 of 43 e. Amending the 2012 Development Agreement to account for the aforementioned changes to the Project along with extending the term of the 2012 Development Agreement for an additional 10 years (“Project”). The following approvals are requested or required in order to implement the Project: a. General Plan Amendment (“GPA”) – An amendment to Anomaly No. 46 of Table LU2 of the 2006 Newport Beach General Plan Land Use Element to document the conversion of 17 tennis courts to 27 hotel rooms authorized by City Council Resolution No. 2012-10, and the addition of 14 hotel rooms for a total of 41 rooms and one tennis courts for a total of eight tennis courts; b. Local Coastal Program Implementation Plan Amendment (“LCPA”) – An amendment to NBMC Section 21.26.055.S.2 (Planned Community Coastal Zoning District Development Standards, Newport Beach Country Club (PC-47, Tennis Club) to modify the permitted uses and development standards allowed on the Property; c. Planned Community Development Plan Amendment (“PCDP Amendment”) – An amendment to Planned Community Development Plan No. 47 (Newport Beach Country Club Planned Community) to amend land use regulations and development standards on the Property; d. Major Site Development Permit Amendment (“SDA”) – An amendment to the existing site development review in accordance with PC-47 and NBMC Section 20.52.80 (Permit Review Procedures, Site Development Reviews) for the construction of the Project; e. Coastal Development Permit Amendment (“CDPA”) – A coastal development permit for the demolition of existing structures, further subdivision on the Property, and implementation of the Project; f. Tentative Vesting Tract Map Amendment (“VTMA”) – An amendment to Vesting Tentative Tract Map No. 15347 pursuant to Title 19 (Subdivisions) of the Newport Beach Municipal Code (“NBMC”) for a lot reduction created for the Approved Project and inclusion of the condominium ownership; g. Limited Term Permit Amendment (“XP”) – A limited term permit to allow temporary use of structures during construction on the Property, pursuant to NBMC Section 20.52.040; h. Development Agreement Amendment (“DA”) – A second amendment to the Development Agreement (DA2008-001), between the Applicant and the City, pursuant to Sections 15.45.020(A)(2)(c) (Buildings and Construction ,Development Agreements Required, Development Agreement Required) and 15.45.070 (Buildings and Constructions, Development Agreements, Amendment/Cancellation) of the NBMC, which would provide vested right to 32 Planning Commission Resolution No. PC2022-022 Page 3 of 43 develop the Project for a term of ten years and provide negotiated public benefits to the City; and i. Addendum to previously adopted Mitigated Negative Declaration No. ND- 2010-008 (SCH2010091052) (“Addendum”) – Pursuant to the California Environmental Quality Act (“CEQA”), the Addendum addresses reasonably foreseeable environmental impacts resulting from the Project. 4. The Property is designated Mixed-Use Horizontal 3/Parks and Recreation (MU-H3/PR) by the General Plan Land Use Element and is located within the Newport Beach Country Club Planned Community (PC-47) Zoning District. 5. The Property is located within the coastal zone. The Coastal Land Use Plan category is Mixed-Use Horizontal/Parks and Recreation (MU-H/PR) and it is located within the Newport Beach Country Club Planned Community (PC-47) Coastal Zone District. 6. A public hearing was held on September 8, 2022 in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with California Government Code Section 54950 et seq. (“Ralph M. Brown Act”), California Government Code Section 65867 and Section 15.45.050 (Public Hearing-Notice) of the Newport Beach Municipal Code. 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. On March 27, 2012, the Newport Beach City Council approved Mitigated Negative Declaration No. ND2010-008 (SCH 2010091052) and an Errata to Mitigated Negative Declaration No. ND2010-008 (together referred to as “MND”) that addressed the potential environmental effects associated with the Approved Project. The MND was prepared in compliance with the California Environmental Quality Act as set forth in Section 21000 et seq. of the California Public Resources Code (“CEQA”), the State CEQA Guidelines set forth in Title 14, Division 6, Chapter 3 of the California Code of Regulations, (“CEQA Guidelines”), and City Council Policy K-3. 2. Pursuant to Section 21166 of the California Public Resources Code and Section 15162 of the CEQA Guidelines, when a negative declaration adopted for a project, no subsequent negative declaration is required unless the lead agency determines, on the basis of substantial evidence in the light of the whole record, one or more of the following: a. Substantial changes are proposed in the project which will require major revisions of the previous negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; 33 Planning Commission Resolution No. PC2022-022 Page 4 of 43 b. Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or c. New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the negative declaration was adopted as complete, shows any of the following: i. The project will have one or more significant effects not discussed in the previous negative declaration. ii. Significant effects previously examined will be substantially more severe than shown in the adopted negative declaration. iii. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or iv. Mitigation measures or alternatives which are considerably different from those analyzed in the previous negative declaration would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. 3. Although the Project necessitates an amendment to the General Plan due to the increased number of hotel rooms and tennis courts, there are no proposed changes to the land uses permitted per the General Plan land use designation. Additionally, based on the changes associated with the Project, there are no conditions that would require the preparation of a subsequent or supplemental MND. As a result, an Addendum to the MND was prepared pursuant to Section 15162 (Subsequent EIRs and Negative Declarations) and 15164 (Addendum to an EIR or Negative Declaration) of the CEQA Guidelines. 4. The following environmental topics were analyzed for the Project: Aesthetics, Air Quality, Biological Resources, Cultural Resources, Energy, Geology and Soils, Greenhouse Gas Emissions, Hazards and Hazardous Materials, Hydrology and Water Quality, Land Use and Planning, Noise, Population and Housing, Public Services, Recreation, Transportation, Utilities and Service Systems, and Wildfire. The Addendum includes analysis of new topics that were not included in the previous MND; specifically, it includes a new energy section and a new wildfire section. These additional analyses are appropriate for inclusion in the Addendum, but none result in new or increased significant impacts that would require preparation of a subsequent MND pursuant to Section 15162 of the CEQA Guidelines. 34 Planning Commission Resolution No. PC2022-022 Page 5 of 43 5. On the basis of the MND and entire environmental review record, the additional tennis court, hotel rooms, ancillary hotel uses, and conversion of three (3) single-family residences to condominium units will not result in any new significant impacts that were not previously analyzed in the MND. The Addendum confirms and provides substantial evidence that the potential impacts associated with this Project would either be the same or less than those described in the MND, or as mitigated by applicable mitigation measures in the MND. In addition, there are no substantial changes to the circumstances under which the Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the MND, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified. Therefore, in accordance with Section 15164 of the CEQA Guidelines, an addendum to the previously adopted MND is the appropriate environmental document for the Project. In taking action to approve any of the requested applications for the Project, the data presented in the MND, as augmented by the Addendum for this Project, are considered as part of the record. 6. The Addendum to the MND, is hereby recommended for adoption by the City Council given its analysis and conclusions. The Addendum to the MND and related referenced documentation, constitute the administrative record upon which this decision was based, are on file with the Planning Division, City Hall, 100 Civic Center Drive, Newport Beach, California. 7. 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 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. REQUIRED FINDINGS. General Plan Amendment An amendment to the 2006 Newport Beach General Plan Land Use Element is a legislative act. Neither Title 20 (Planning and Zoning) nor California Government Code Section 65000 et seq., set forth any required findings for either approval or denial of such amendments. Finding and Facts in Support of Findings: 1. As part of the Approved Project, the City Council adopted Resolution No. 2012-10, which authorized the conversion of 17 tennis courts to 27 hotel rooms along with the redevelopment of the Property. The Approved Project included a 3,725-square-foot tennis clubhouse and seven (7) tennis courts, five (5) single-family residential units, and a 27-room boutique hotel with a 2,200 square-foot concierge and guest meeting facility and a 7,500 square-foot spa and fitness center. The City Council found that the 35 Planning Commission Resolution No. PC2022-022 Page 6 of 43 conversion of tennis courts to hotel rooms is consistent with the General Plan based on the following: a. The Project provides revitalization to Newport/Fashion Island area where the General Plan encourages additional hotel development and housing units; and b. The conversion does not create traffic impacts. At the time of the conversion, the 17 tennis courts generated 658 average daily trips based upon ITE Trip Generation Rates (7th edition), while the 27 hotel rooms generated 221 average daily trips, resulting in a net decrease of 389 daily trips. 2. The Project includes a GPA to amend the development limits for Anomaly 46. The development limits will be updated to reflect 27 hotel rooms which has been approved by the conversion of 17 un-used tennis courts and seven (7) remaining tennis courts, as part of the Approved Project. The GPA will also include the proposed 14 additional hotel rooms and one tennis court. Together, a total of 41 hotel rooms (27+14=41 rooms) and eight tennis courts will be included in Anomaly 46. No change to the 3,725-square-foot tennis clubhouse is proposed. The GPA does not include a change in land use designation and would remain as Mixed-Use Horizontal 3/Parks and Recreation (MU- H3/PR). 3. The Project GPA is consistent with the following City of Newport Beach General Plan Land Use policies, applicable to the Project (additional policy analysis is included in the MND Addendum attached hereto as Exhibit “A”): a. Land Use Element Policy LU1.1 (Unique Environment). Maintain and enhance the beneficial and unique character of the different neighborhoods, business districts, and harbor that together identify Newport Beach. Locate and design development to reflect Newport Beach’s topography, architectural diversity, and view sheds. The Project includes an amendment to the PC-47 District regulations on the Tennis Club site and reflects the proposed development on the Property. PC-47 will continue to guide development occurring within the Property. The development standards address building height, setbacks, landscaping, and architectural character. The standards are intended to ensure that the City’s unique character is maintained through land use and architectural diversity. b. Land Use Element Policy LU1.2 (Citywide Identity). While recognizing the qualities that uniquely define its neighborhoods and districts, promote the identity of the entire City that differentiates it as a special place within the Southern California region. The area in which the Property is located is characterized by a variety of residential, commercial, and recreational land uses that reflect a range of architectural styles, which contribute to the unique character of the City. The intensity and architectural character of the Project are compatible with the variety 36 Planning Commission Resolution No. PC2022-022 Page 7 of 43 of densities and styles within the area, which are consistent with the identity of the City. The architectural character of the Project, including the bungalow-style hotel rooms, detached residential units, and attached residential loft buildings, is consistent with the City’s desire to differentiate Newport Beach from other coastal cities. c. Land Use Element Policy LU2.1 (Resident-Serving Land Uses). Accommodate uses that support the needs of Newport Beach’s residents including housing, retail, services, employment, recreation, education, culture, entertainment, civic engagement, and social and spiritual activity that are in balance with community natural resources and open spaces. The Project will continue to provide residents with recreational opportunities, culture, entertainment, and civic engagement. The proposed amendment remains supportive of recreational uses by providing one additional tennis court to the previously approved seven (7) courts. The amendment also includes an additional 14 hotel rooms to the previously approved 27-unit hotel development with additional hotel amenities for club members such as a Performance Therapy Center and Yoga Pavilion. d. Land Use Element Policy LU.2.6 (Visitor Serving Uses). Provide uses that serve visitors to Newport Beach’s ocean, harbor, open spaces, and other recreational assets, while integrating them to protect neighborhoods and residents The Project provides visitors with an updated recreational facility as it includes a new tennis clubhouse and eight (8) tennis courts, which includes a stadium size court. The tennis club is adjacent to a golf course with amenities and is within 2,000 feet from the Newport Bay. The proposed 41 hotel rooms provide additional opportunities for visitors to enjoy the tennis club and nearby recreational activities. e. Land Use Element Policy LU3.2 (Growth and Change). Enhance existing neighborhoods, districts, and corridors, allowing for reuse and infill with uses that are complementary in type, form, scale, and character. Changes in use and/or density/intensity should be considered only in those areas that are economically underperforming, are necessary to accommodate Newport Beach’s share of projected regional population growth, improve the relationship and reduce commuting distance between home and jobs, or enhance the values that distinguish Newport Beach as a special place to live for its residents. The scale of growth and new development shall be coordinated with the provision of adequate infrastructure and public services, including standards for acceptable traffic level of service. The character of the tennis club, hotel development, and residential units are compatible with the existing land uses and development intensities of the surrounding area. Although the additional 14 hotel rooms and one (1) tennis court 37 Planning Commission Resolution No. PC2022-022 Page 8 of 43 requires amendments to adopted plans and regulations, the existing tennis club and hotel development that are the substance of the Approved Project are allowed under the existing General Plan. The Project has been designed to be compatible with the existing residential, commercial, and recreational uses located within the vicinity of the project site. In addition, the surrounding area is adequately served by existing infrastructure, including circulation, water, sewer, and storm drainage systems. As a result, the implementation of the Project will not adversely affect those systems or the provision of adequate service to nearby development. f. Land Use Element Policy LU3.3 (Opportunities for Change). Provide opportunities for improved development and enhanced environments for residents in the following districts and corridors, as specified in Polices 6.3.1 through 6.22.7: Fashion Island/Newport Center: expanded retail uses and hotel rooms and development of residential in proximity to jobs and services, while limiting increases in office development. The Project provides enhancement to the Property, which is currently being used exclusively as a tennis club, to include 41 hotel rooms and ancillary uses, and five residential units. The Project retains a total of eight tennis courts and the reconstruction of the Tennis Clubhouse. The Project will be utilized as a recreational facility for residents, guests, and club members. g. Land Use Element Policy LU4.1 (Land Use Diagram). Accommodate land use development consistent with the Land Use Plan. The Project is consistent with the designation of the General Plan Land Use Element, which designates the Property as MU-H3/PR. The Property is located within Anomaly 46, which allocates 24 tennis courts with residential permitted in accordance with the MU-H3 designation. The GPA includes an amendment to the Development Limit (Other) of Anomaly 46, to reduce the number of tennis courts to eight (8) and to include 41 hotel rooms. h. Land Use Element Policy LU5.1.2 (Compatible Interfaces). Require that the height of development in nonresidential and higher-density residential areas transition as it nears lower-density residential areas to minimize conflicts at the interface between the different types of development. Although the Property is not located adjacent to lower density residential development, the Project has been designed to respect the proximity of the existing residential development adjacent to the Property. The amended PC-47 prescribes maximum building heights and setback requirements for each of the development components to ensure land use compatibility. Building heights for the proposed structures will range from 46 feet for the attached residential loft buildings, 39 feet for the detached residential units, 31 feet for the hotel rooms, and 30 feet for the tennis clubhouse, which are within the maximum 50-foot building height allowed by PC-47. 38 Planning Commission Resolution No. PC2022-022 Page 9 of 43 i. Land Use Element Policy LU (5.3.3). Require that properties developed with a mix of residential and non-residential uses be designed to achieve high levels of architectural quality in accordance with Policies 5.1.9 and 5.2.1 and planned to assure compatibility among the uses and provide adequate circulation and parking. Residential uses should be seamlessly integrated with non-residential uses through architecture, pedestrian walkways, and landscape. They should not be completely isolated by walls or other design elements. The Project includes one additional tennis court to the tennis club, 41 hotel rooms, two (2) single family residences, and three (3) residential condominium units. The Project provides adequate parking for each of the proposed uses. Vehicular and pedestrian circulation has been designed to accommodate the residents, as well as guests and members of the tennis club and hotel development. The architectural character of the uses is defined in PC-47 to ensure that compatibility between proposed uses and the surrounding area is maintained. j. Land Use Element Policy LU5.3.4 (Districts Integrating Residential and Nonresidential Uses). Require that sufficient acreage be developed for an individual use located in a district containing a mix of residential and non- residential uses to prevent fragmentation and assure each use’s viability, quality, and compatibility with adjoining uses. Each of the uses has been designed to complement the overall Project. The uses are connected by the vehicular and pedestrian circulation system, including sidewalks and pedestrian pathways. Land use compatibility is achieved through a common landscape theme and design guidelines in PC-47 to ensure that the architectural integrity of the Project is not compromised. k. Land Use Element Policy LU6.14.2 (Newport Center). Provide the opportunity for limited residential, hotel, and office development in accordance with the limits specified by Tables LU1 and LU2. The Project has a mix of land uses including single-family residential, attached residential condominiums, recreational tennis club facilities, and visitor-serving commercial uses. These uses are permitted in Table LU1 under the MU-H3/PR land use designation. The GPA proposes to amend the development limits of Table LU2 to include eight (8) tennis courts and 41 hotel rooms. l. Land Use Element Policy LU6.14.6 (Pedestrian Connectivity and Amenity). Encourage that pedestrian access and connections among uses within the district be improved with additional walkways and streetscape amenities concurrent with the development of expanded and new uses. The Project provides for both pedestrian and vehicular access within the Property. Sidewalks and pedestrian pathways are incorporated into the circulation system that are intended to accommodate pedestrians utilizing the 39 Planning Commission Resolution No. PC2022-022 Page 10 of 43 tennis club, hotel facilities, and future residents. A landscape plan has been provided which includes plant materials that are intended to reflect and complement the existing character within the project area. 4. Pursuant to California Government Code Section 65352.3 (SB18), a local government is required to contact the appropriate tribes identified by the Native American Heritage Commission (“NAHC”) each time it considers a proposal to adopt or amend the General Plan. If requested by any tribe, the local government must consult for the purpose of preserving or mitigating impacts to cultural resources. The City received comments from the NAHC indicating that twelve (12) tribal contacts should be provided notice regarding the proposed amendment. The tribal contacts were provided notice on June 9, 2022. California Government Code Section 65352.3 requires notification 90 days prior to Council action to allow tribal contacts to respond to the request to consult. The Project will not be heard by the City Council until the 90-day period expires on September 7, 2022. 423 Charter Analysis Finding: Charter Section 423 requires voter approval of any major General Plan amendment to the General Plan. A major General Plan amendment is one that significantly increases allowed density or intensity by 40,000 square feet of non-residential floor area, increases traffic by more than 100 peak hour vehicle trips (AM/PM), or increases residential dwelling units by 100 units. These thresholds apply to the total of increases resulting from the amendment itself, plus 80 percent of the increases resulting from other amendments affecting the same neighborhood (defined as a Statistical Area as shown in the General Plan Land Use Element) and adopted within the preceding ten years. Council Policy A-18 (Guidelines for Implementing Charter Section 423) requires that proposed amendments to the General Plan be reviewed to determine if a vote of the Newport Beach electorate would be required. This policy includes a provision that all General Plan amendments be tracked as “Prior Amendments” for ten (10) years to determine if minor amendments in a single Statistical Area cumulatively exceed the thresholds indicated above. Facts in Support of Findings: 1. The Property is within Statistical Area L1. Prior amendments within the past ten (10) years are Vivante Senior Housing and Residences at Newport Center. Charter Section 423 counts 80 percent of prior increases, which results in a cumulative increase of 94 dwelling units, 23 AM trips, and 43 PM trips between both projects. There were no square footage increases. 2. The GPA results in an increase of 14,000 square feet (at the rate of 1,000 square feet per hotel unit) of non-residential floor area, 9.51 AM trips, and 12.42 PM trips. When combined with 80 percent of the prior increases, this results in cumulative increases of 14,000 square feet of non-residential floor area, 32.51 AM trips, and 55.42 PM trips. As 40 Planning Commission Resolution No. PC2022-022 Page 11 of 43 none of the thresholds specified by Charter Section 423 are exceeded, no vote of the electorate is required if the City Council chooses to approve the GPA. Local Coastal Program Amendment Finding: As set forth in Section 30500 of the California Public Resources Code, the California Coastal Act requires each county and city to prepare a local coastal program (“LCP”) for that portion of the Coastal Zone within its jurisdiction. The California Coastal Commission effectively certified the City’s LCP Implementation Plan on January 13, 2017, and the City of Newport Beach (“City”) added Title 21 (Local Coastal Program Implementation Plan) (“Title 21”) to the NBMC whereby the City assumed coastal development permit-issuing authority as of January 30, 2017. Facts in Support of Findings: An amendment to Title 21 is necessary to revise Section 21.26.055(S), specifically referring to the Newport Beach Country Club Planned Community (PC-47) development standards of the “Tennis Club”, “The Villas”, and “The Bungalows”: 1. Tennis Club - The LCPA increases the density and intensity limit for the number of tennis courts from seven (7) to eight (8) courts. The additional tennis court increases the minimum required parking from 28 spaces to 32 spaces. There is no change to the 3,725-square- foot limit for the Tennis Clubhouse. 2. The Residential (Villas) - The number of residential units remains unchanged. However, the LCPA converts three (3) of the five (5) single-family residences to attached residential condominium units. Therefore, the amendment revises the density and intensity limit for The Villas from five (5) to two (2) single family residences and removes previous development standards for Villas C, D, and E. The LCPA also includes new development standards for attached residential condominiums, which have a density limit of three (3) units and maximum gross floor area of 15,035 square feet. The maximum height allowed for the attached residential buildings is 46 feet. The buildings are required to be set back five (5) feet from any property line. The remaining single-family residences require a minimum of two enclosed parking spaces and one guest parking space per unit, while the proposed attached condominiums require a minimum of three enclosed parking spaces and one guest parking space per unit. 3. The Hotel (Bungalows) - The LCPA revises the density and intensity limits for the bungalows from 27 to 41 short-term guest rental rooms. Additionally, the maximum allowable gross floor area increases from 28,300 to 47,484 square feet. Square footage for ancillary hotel uses are also included. A minimum of one (1) space per hotel unit is required. 4. The LCPA is consistent with other applicable land use policies of the Coastal Land Use Plan as provided below: 41 Planning Commission Resolution No. PC2022-022 Page 12 of 43 a. Coastal Land Use Element Policy 2.1.2-1 (District/Corridor Policies). Development in each district and corridor shall adhere to policies for land use type and density/intensity contained in Table 2.1.1-1, except as modified in Sections 2.1.3 to 2.1.8. The MU-H/PR designation allows horizontally-distributed mix of uses, which may include general or neighborhood commercial, commercial offices, multi-family residential, visitor-servicing and marine-related uses, buildings that vertically integrate residential with commercial uses, and active public or private recreational uses, including parks, golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. The Project is consistent with the land use designation on the adopted Coastal Land Use Plan, which designates the subject property MU-H/PR (Mixed Use Horizontal/Parks & Recreation). The Project includes a mixture of uses which include a tennis club and eight (8) tennis courts, a 41-unit hotel development and ancillary uses, and five (5) residential units. All of these uses are intended to provide an updated recreational facility to serve the residents and visitors of the City. Additionally, the residential units will supplement the City’s housing supply. c. Coastal Land Use Element Policy 2.1.8-1 (Balboa Bay Tennis Club). Allow the horizontal intermixing of short-term rental units and single-family homes with the expanded tennis club faculties. Permitted uses include those permitted by the MU-H and PR categories. The Project includes the mix of 41 hotel rooms with five (5) residential units, which consists of two (2) single-family residences and three attached condominium units. The hotel and residential uses are consistent with both the MU-H and PR categories. 5. Pursuant to Section 13515 of the California Code of Regulations Title 14, Division 5.5, Chapter 8, drafts of the LCPA were made available and a Notice of Availability was distributed on August 1, 2022 at least six (6) weeks prior to the anticipated final action date. Planned Community Development Plan Amendment The Property has a zoning designation of PC-47, which was adopted in 1997 by Ordinance 97- 10 as a part of the City-wide amendment to the districting maps in order to be consistent with the 1988 General Plan Land Use Element and Zoning Code. Development regulations through a Planned Community District Development Plan was not adopted when the PC District zoning designation was assigned to the Property. On March 27, 2012, the City Council adopted a Planned Community Development Plan (PCDP), which is the zoning document to PC-47 to provide use regulations, density and intensity of the proposed uses, and very specific development regulations (building height, 42 Planning Commission Resolution No. PC2022-022 Page 13 of 43 square footage, setbacks, and parking standards). The PCDP included architectural styling and a complete internal vehicular and pedestrian circulation system for both the Golf and Tennis Club sites. PC-47 also includes site development review regulations to ensure new development proposals within the Newport Beach Country Club are consistent with the goals and policies of the General Plan, provisions of PC-47, and the approved Development Agreement. Findings: An amendment to PC-47, which is the zoning document for the Property, is a legislative act. Neither PC-47, Chapter 20.66 (Planning and Zoning, Amendments) and Chapter 20.56 (Planning and Zoning, Planned Community District Procedures) of Title 20 (Planning and Zoning) of NBMC, or Article 2 (Adoption of Regulations) of Chapter 4 (Zoning Regulations) of Division 1 (Planning and Zoning) of Title 7 (Planning and Land Use) of the California Government Code set forth any required findings for either approval or denial of such amendments. Facts in Support of Findings: The proposed amendment to PC-47 to allow an additional 14 hotel rooms and ancillary uses, one tennis court, and the conversion of three of five single-family dwelling units to condominiums is consistent with the intent of PC-47 and the purpose of Planned Community Districts as specified in NBMC Section 20.56.010 (Planning and Zoning, Planning Community District Procedures, Purpose) for the following reasons: 1. The Project is consistent with the intent and purpose of PC-47 in that the tennis club, hotel, and residential uses and their development standards have already been allowed and in place on the Property. The proposed changes to the building height, setbacks, and parking standards in order to accommodate the Project are within the development standards in place for the Approved Project. 2. PC-47 provides guidelines for architectural design to include coordinated and cohesive architecture which exhibits quality that is keeping with the surrounding area in Newport Center. The Project includes additional hotel rooms and two (2) attached residential condominium loft buildings. The proposed additions have consistent architecture with the Approved Project, which has cohesive architectural features that include smooth plaster exterior siding, clay-tile roofs, and stone veneer exterior accent finishes. 3. PC-47 permits structures to be a maximum of 50 feet in height. The Project includes two (2) attached residential condominium loft buildings which features condominiums on the third level atop of a two (2)-level hotel building. The loft buildings are proposed at a maximum of 46 feet high and comply with the height limit. All other structures are consistent with the maximum heights prescribed in PC-47. 43 Planning Commission Resolution No. PC2022-022 Page 14 of 43 Site Development Review Amendment On January 24, 2012, the City Council approved Site Development Review No. SD2011-002, which authorized the construction of Approved Project. The proposed changes to the Approved Project, necessitate the SDA. In accordance with Section 4.0 of PC-47 (Site Development Review), the following findings and facts in support of such findings are set forth: Finding: A. The Site Development Plan shall be in compliance with all other provisions of the Newport Beach Country Club Planned Community Development Plan. Facts in Support of Finding: 1. PC-47 requires that a site development review process to be completed for construction of any new major building structure located on the subject site and would require consideration and approval by the Planning Commission prior to the issuance of grading or building permits. An amendment to the previously approved site development review has been submitted for the Property and meets provisions stated in the draft PCDP and thereby meets the intent specified in Section 20.52.080 (Planning and Zoning, Permit Review Procedures, Site Development Reviews) of the NBMC. 2. The Project includes an amendment to the PC-47 to incorporate revisions to the Approved Project. These revisions include the addition of one (1) tennis court, the addition of 14 hotel rooms, and the conversion of three (3) single-family residences to residential condominium units. Should the PC-47 amendment be approved, the SDA complies with all provisions of the PC-47, as the proposed development complies with all development criteria specified in the PC-47 in order to provide a coordinated, cohesive, and comprehensive large-scale planning project. Finding: B. The Site Development Plan shall be compatible with the character of the neighboring uses and surrounding sites and shall not be detrimental to the orderly and harmonious development of the surroundings and of the City. Fact in Support of Finding: The architecture, landscaping components, circulation design, and all other project components reflected in the SDR are compatible with the character of the neighboring uses and surrounding sites. The additional 14 hotel rooms and attached residential condominium buildings are of similar architectural style to the Approved Project’s bungalow-styled rooms. As a result, the Project is not detrimental to the orderly and harmonious development of the surroundings and the City. 44 Planning Commission Resolution No. PC2022-022 Page 15 of 43 Finding: C. The Site Development Plan shall be sited and designed to maximize of aesthetic quality of the Newport Beach Country Club Planned Community Development Plan as viewed from surrounding roadways and properties, with special consideration given to the mass and bulk of buildings and the streetscape on East Coast Highway. Facts in Support of Finding: 1. The Property is separated from East Coast Highway by a commercial office plaza which comprises of three two-story office buildings (1200 Newport Center Drive). The office plaza includes landscaping along East Coast Highway with trees and various plantings. The Newport Beach Country Club golf clubhouse is located approximately 150 feet west of the Property. Additionally, the Property is approximately 250 feet from East Coast Highway and is not visible to motorists travelling on the street. 2. The Project is designed consistent with the Approved Project’s architectural style with landscaping, circulation, signage and other components which visually connect the tennis clubhouse and attached residential structures to the smaller structures such as the hotel rooms and single-family residences. Therefore, the aesthetic quality of PC-47 is continued to be maximized as viewed from the surrounding roadways and properties. 3. The Project seeks to add additional hotel rooms, ancillary hotel uses, and attached residential buildings to the Property. However, the overall footprint of the Approved Project is not expanding and will not affect the mass of the Project as viewed from surrounding roadways and properties. Finding: D. Site plan and layout of buildings, parking areas, pedestrian and vehicular access ways, landscaping and other site features shall give proper consideration to functional aspects of site development. Facts in Support of Finding: 1. The site plan and layout of buildings, parking areas, pedestrian and vehicular access ways, landscaping, and other site features maximizes the functionality of the proposed uses, while avoiding conflicts between uses and activities. The Project’s multiple components (tennis club, residential, and hotel) have been designed and sited to function cohesively not only with each other, but also with the adjacent existing golf course uses. 2. The Project promotes additional functionality between residential and hotel components, as residential condominiums are attached to hotel rooms in two (2) separate loft buildings. Underground parking is provided in the loft buildings, with additional street parking and parking lots to serve hotel and tennis club guests. Each of the two (2) single- family residences provide a two (2)-car garage to serve its residents. 45 Planning Commission Resolution No. PC2022-022 Page 16 of 43 Coastal Development Permit Amendment On April 10, 2013, the California Coastal Commission, which had permitting jurisdiction for coastal development permits at the time, issued a notice of intent to issue CDP No. 5-12-160 for the Approved Project. A one (1)-year extension was granted on June 2, 2015. However, the CDP subsequently expired. The City obtained CDP permitting authority in January of 2017. On November 20, 2018, the City’s Zoning Administrator approved the CDP, which authorized the redevelopment of the Approved Project. The Project requires an amendment to the previously approved CDP. In accordance with Section 21.52.015(F) (Local Coastal Program Implementation Plan, Coastal Development Review Procedures, Coastal Development Permits, Findings and Decision) of the NBMC, the following findings and facts in support of such findings are set forth: Finding: E. Conforms to all applicable sections of the certified Local Coastal Program. Facts in Support of Finding: 1. The Coastal Land Use Plan designates the Tennis Club site as Mixed-Use Horizontal/Parks and Recreation (MU-H/PR). Policy 2.1.8-1 of the Coastal Land Use Plan allows the horizontal intermixing of hotel rooms, single-family residences, attached residential condominiums, and tennis club facilities on the project site (formerly known/referenced as the Balboa Bay Tennis Club). Permitted uses include those permitted by the MU-H and PR land use designations. A complete consistency analysis of each of the applicable Coastal Land Use Plan policies is included in Table 11 of the Land Use and Planning Section of the previously adopted Mitigated Negative Declaration (MND), pages 82 through 87, as well as in Table 5-5 of the Land Use and Planning Section of Addendum to the MND. Furthermore, facts have been provided in this Resolution which support the proposed amendment to the Local Coastal Program Implementation Plan. In summary, the proposed project is consistent with the Coastal Land Use Plan. 2. The MU-H coastal land use designation identifies a maximum density/intensity limit of 1.5 floor area ratio (“FAR”), with a minimum FAR of 0.25 and a maximum FAR of 0.5 for retail uses and a maximum of 1.0 for residential. The Project proposes 65,595 square feet of nonresidential floor area (approximately 0.21 FAR) for the hotel rooms, concierge & guest center, and ancillary hotel uses which include a performance therapy center, yoga pavilion, office, common area, and a spa and fitness center. Additionally, five (5) residential dwelling units totaling 20,653 square feet (approximately 0.06 FAR). The proposed density/intensity of the hotel and single-family units comply with the FAR limitations identified in the Coastal Land Use Plan. 3. The PR category applies to land used or proposed for active public or private recreational use. Permitted uses include parks (both active and passive), golf courses, 46 Planning Commission Resolution No. PC2022-022 Page 17 of 43 marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. The PR designation on this site is applicable to the existing and proposed private tennis club and tennis courts. The density/intensity limitations include incidental buildings, such as maintenance equipment sheds, supply storage, and restrooms, not included in determining intensity limits. The proposed tennis club and ancillary uses are consistent with this land use designation. 4. The Property is part of the 145-acre planned community (PC-47), which has been adopted to regulate developments within the Property and the adjacent Golf Club Site, and is in conformance with the Coastal Land Use Plan designation pursuant to Section 21.26.055(S)(2) of the Local Coastal Program Implementation Plan. 5. The Project conforms to all applicable development standards in the proposed amendment to PC-47, including density/intensity, setbacks, building heights, and parking. 6. The Property is not located in an area known for the potential of seismic activity or liquefaction. All projects are required to comply with the California Building Code (“CBC”) and Building Division standards and policies. Geotechnical investigations specifically addressing liquefaction are required to be reviewed and approved prior to the issuance of a building permit. Permit issuance is also contingent on the inclusion of design mitigation identified in the investigations. Construction plans are reviewed for compliance with approved investigations and CBC prior to building permit issuance. 7. Elevations on the Property range from 104 feet up to 120 feet North American Vertical Datum of 1988 (NAVD88) above mean sea level. These site elevations are well above projected sea level rise in Newport Bay for the next 75 years and the site is not subjected to other coastal hazards. 8. The Project is required to develop and implement a Stormwater Pollution Prevention Plan (“SWPPP”) since the Project involves clearing, grading, and ground disturbance of more than one acre. Pursuant to Section 21.35.030 (Local Coastal Program Implementation Plan, Water Quality Control, Construction Pollution Prevention Plan) of the NBMC, when a SWPPP is required, a Construction Pollution Prevention Plan (“CPPP”) is required to implement temporary Best Management Practices (BMPs) during construction to minimize erosion and sedimentation and to minimize pollution of runoff and coastal waters derived from construction chemicals and materials. A CPPP has been prepared and will be reviewed by the City’s Engineer Geologist prior to issuance of grading/building permits for site grading. Construction plans and activities will be required to adhere to the approved CPPP/SWPPP. 9. A Water Quality and Hydrology Plan (WQHP) is required Pursuant to Section 21.35.050 (Local Coastal Program Implementation Plan, Water Quality Control, Water Quality and Hydrology Plan) of the NBMC since the Project is considered a development of water quality concern and includes the development of five dwelling units, more than 10,000 square feet of impervious surface area, and a parking area in excess of 5,000 square feet. The WQHP/WQMP will be reviewed and approved by the City’s Engineer Geologist 47 Planning Commission Resolution No. PC2022-022 Page 18 of 43 prior to the issuance of building permits for site grading. The WQHP/WQMP includes a polluted runoff and hydrologic site characterization, a description of site design BMP’s, and documentation of the expected effectiveness of the proposed BMPs. Construction plans will be reviewed for compliance with the approved WQHP/WQMP prior to building permit issuance. 10. An Analysis of the Fiscal and Economic Impacts was prepared on August 29, 2022, by Kosmont Companies to analyze the construction of new visitor accommodations in the coastal zone in accordance with the requirements of Section 21.48.025 (Local Coastal Program Implementation Plan, Standards for Specific Land Uses, Visitor Accommodations) of the NBMC. The report provides a feasibility analysis stating that the anticipated average daily room rate for all 41 rooms is approximately $920 and the statewide average daily room rate is $205.69. Therefore, the proposed accommodations are not considered lower cost accommodations. The report considers the specific location of the Property as an inappropriate location for low cost accommodations. Additionally, low cost accommodations are not feasible due to prohibitive land and construction costs. The Property does not currently provide accommodations of any kind and implementation of the Project would not impact low-cost accommodations. While the Project does not include any lower cost rooms, and the Local Coastal Program Implementation Plan defines it as an impact, there is no impact on the provision of lower- cost visitor accommodations in the Coastal Zone. The Project features larger guest facilities to accommodate a higher occupancy per room, kitchens in a majority of the hotel rooms, and separate living rooms with sofa beds, all which offset higher costs of accommodations. Finding: F. Conforms with the public access and public recreation policies of Chapter 3 of the Coastal Act if the project is located between the nearest public road and the sea or shoreline of any body of water located within the coastal zone. Fact in Support of Finding: 1. The Property is not located between the nearest public road and the sea or shoreline. The Property will not affect the public’s ability to gain access to, use, and/or view the coast and nearby recreational facilities. Vertical access to Newport Bay is available via existing public access at 1601 Bayside Drive, which is located approximately 1,600 feet southwest of the subject property. 2. Coastal Land Use Plan, Policy 4.4.1-6 and Figure 4-3 (Coastal Views) identify the closest public view road as Newport Center Drive, located approximately 170 feet east of the Property and the closest public viewpoint as Irvine Terrace Park, located 525 feet south of the Property. Coastal views from these view corridors and viewpoints are directed toward the Newport Bay and the Pacific Ocean. Since the Property is located to the north of Irvine Terrace Park, the Project will not affect coastal views due to its orientation. From Newport Center Drive, there is a zero to 40-foot grade difference to the project area below. The maximum height allowed in PC-47 is 50 feet for the attached 48 Planning Commission Resolution No. PC2022-022 Page 19 of 43 condominium lofts, 39 feet for the two (2) single-family residences, 30 feet for the tennis clubhouse, and 31 feet for the hotel rooms. Therefore, the majority of the Project would sit below the existing grade elevations along Newport Center Drive, minimizing the visibility of the project site and would not obstruct public coastal views. During construction, construction equipment would be obscured by vegetation and the grade differential so it would not obstruct coastal views from motorists traveling along Newport Center Drive. The Project will not impact coastal views. Vesting Tentative Tract Map Amendment On January 24, 2012, the City Council approved Vesting Tentative Tract Map No. 15347, which authorized the creation of seven separate lots for the tennis club, 5 single-family residences, and 27 hotel rooms, and lettered lots for common areas and a private street. The Applicant proposes an amendment to the vesting tentative tract map to accommodate the Project, which consists of two (2) single-unit residential dwellings, three (3) residential condominiums, 41 hotel rooms, a tennis clubhouse, their common open space areas and a private street to support the proposed uses. The VTMA reflects the combination of two (2) previously divided lots which were intended for two (2) detached single-family residences. This results in the elimination of one lot for a total of six (6) separate lots. No changes to the lots created for common areas and a private street are proposed. The map of the VTMA has also been modified to include residential condominium portion of the Project. In accordance with Section 19.12.070 (Subdivisions, Tentative Map Review, Required Findings for Action on Tentative Maps) of the Newport Beach Municipal Code, and the following finding and facts in support of such findings are set forth: Finding: A. That the proposed map and the design or improvements of the subdivision are consistent with the General Plan and any applicable specific plan, and with applicable provisions of the Subdivision Map Act and this Subdivision Code. Facts in Support of Finding: 1. The Project is consistent with the MU-H3/PR General Plan designation of the site. 2. The Public Works Department has reviewed the proposed revisions to the approved vesting tentative tract map and determined it is consistent with the Title 19 and applicable requirements of the Subdivision Map Act. 3. Conditions of approval have been included to ensure compliance with Title 19. Finding: B. That the site is physically suitable for the type and density of development. Facts in Support of Finding: 49 Planning Commission Resolution No. PC2022-022 Page 20 of 43 1. The Property is entirely developed and does not support any environmental resources. 2. The Property is located in the Newport Center and Fashion Island area. The Property is currently improved with a private tennis club. Given its location, this site is ideal for the development of a recreation and mixed-use project as allowed by the General Plan Land Use Element. Finding C. That the design of the subdivision or the proposed improvements will not cause substantial environmental damage nor substantially and avoidably injure fish or wildlife or their habitat. However, notwithstanding the foregoing, the decision-making body may nevertheless approve such a subdivision if an environmental impact report was prepared for the project and a finding was made pursuant to Section 21081 of the California Environmental Quality Act that specific economic, social, or other considerations make infeasible the mitigation measures or project alternatives identified in the environmental impact report. Fact in Support of Finding: An Addendum to the MND has been prepared and concludes that no significant environmental impacts will result with the Project development of the Property in accordance with the proposed subdivision map revision. Finding: D. That the design of the subdivision or the type of improvements is not likely to cause serious public health problems. Facts in Support of Finding: 1. The VTMA is required for the subdivision of parcels in order to accommodate the development of the tennis club and courts, two (2) single-unit residential dwellings, and 41 hotel rooms on the Property. All construction for the project will comply with all Building, Public Works, and Fire Codes, which are in place to prevent serious public health problems. Public improvements will be required of the developer per Section 19.28.010 of the NBMC and Section 66411 of the Subdivision Map Act. Compliance with all ordinances of the City and all Conditions of Approval for the Project will ensure that the Project will not cause any serious health problems. 2. All mitigation measures will be implemented as outlined in the Addendum to the MND to ensure the protection of the public health. 3. No evidence is known to exist that would indicate that the planned subdivision pattern will generate any serious public health problems. 50 Planning Commission Resolution No. PC2022-022 Page 21 of 43 Finding: E. That the design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the decision-making body may approve a map if it finds that alternate easements, for access or for use, will be provided and that these easements will be substantially equivalent to easements previously acquired by the public. This finding shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to the City Council to determine that the public at large has acquired easements for access through or use of property within a subdivision. Facts in Support of Finding: 1. The design of the Project will not conflict with any easements acquired by the public at large for access through or use of property within the Property. 2. An easement through the Property will be retained by the City to sewer and utilities purposes. 3. No other public easements for access through or use of the Property have been retained for use by the public at large. Finding: F. That, subject to the detailed provisions of Section 66474.4 of the Subdivision Map Act, if the land is subject to a contract entered into pursuant to the California Land Conservation Act of 1965 (Williamson Act), the resulting parcels following a subdivision of the land would not be too small to sustain their agricultural use or the subdivision will result in residential development incidental to the commercial agricultural use of the land. Fact in Support of Finding: The Property is not subject to the Williamson Act since the Property is not considered an agricultural preserve and is less than 100 acres. Finding: G. That, in the case of a “land project” as defined in Section 11000.5 of the California Business and Professions Code: (a) there is an adopted specific plan for the area to be included within the land project; and (b) the decision-making body finds that the proposed land project is consistent with the specific plan for the area. Facts in Support of Finding: 51 Planning Commission Resolution No. PC2022-022 Page 22 of 43 1. The Property is not a “land project” as defined in Section 11000.5 of the California Business and Professions Code. 2. The Property is not located within a specific plan area. Finding: H. That solar access and passive heating and cooling design requirements have been satisfied in accordance with Sections 66473.1 and 66475.3 of the Subdivision Map Act. Fact in Support of Finding: The VTMA and improvements are subject to Title 24 of the California Building Code that requires new construction to meet minimum heating and cooling efficiency standards depending on location and climate. The Newport Beach Building Division enforces Title 24 compliance through the plan check and inspection process. Finding: I. That the subdivision is consistent with Section 66412.3 of the Subdivision Map Act and Section 65584 of the California Government Code regarding the City’s share of the regional housing need and that it balances the housing needs of the region against the public service needs of the City’s residents and available fiscal and environmental resources. Facts in Support of Finding: 1. The proposed amendment to Vesting Tentative Tract Map is consistent with Section 66412.3 of the Subdivision Map Act and Section 65584 of the California Government Code regarding the City’s share of the regional housing need. The Project does not involve the elimination of residential rooms and therefore will not affect the City’s ability to meet its share of housing needs. 2. Public services are available to serve the Project and the Addendum to the MND prepared for the Project indicates that the project’s potential environmental impacts are properly mitigated. Finding: J. That the discharge of waste from the proposed subdivision into the existing sewer system will not result in a violation of existing requirements prescribed by the Regional Water Quality Control Board. Facts in Support of Finding: 1. Waste discharge into the existing sewer system will be not violate Regional Water Quality Control Board (RWQCB) requirements. 52 Planning Commission Resolution No. PC2022-022 Page 23 of 43 2. Sewer connections have been conditioned to be installed per City Standards, the applicable provisions of Chapter 14.24 (Sewer Connection, Permits), and the latest revision of the Uniform Plumbing Code. Finding: K. For subdivisions lying partly or wholly within the Coastal Zone, that the subdivision conforms with the certified Local Coastal Program and, where applicable, with public access and recreation policies of Chapter Three of the Coastal Act. Facts in Support of Finding: 1. The Property is located in the Coastal Zone and subject to a coastal development permit. 2. The Property does not have access to any beaches, shoreline, coastal waters, tidelands, coastal parks or trails. 3. Facts in support of Findings E and F are hereby incorporated by reference. Limited Term Permit In accordance with Section 20.52.040 (Planning and Zoning, Permit Review Procedures, Limited Term Permits) of the Newport Beach Municipal Code, the following findings and facts in support of such findings are set forth: Finding: A. The operation of the limited duration use at the location proposed and within the time period specified would not be detrimental to the harmonious and orderly growth of the City, nor endanger, jeopardize, or otherwise constitute a hazard to the public convenience, health, interest, safety, or general welfare of persons residing or working in the neighborhood of the requested limited duration use; Facts in Support of Finding: 1. The limited term permit will allow two (2) temporary modular trailers and portable toilets. Both modular trailers are approximately 33 feet long and 13 feet wide. One (1) modular trailer is proposed to be used as a construction office located at the southwest portion of the Property and will be staged at this location through the entire duration of the Project. The second modular office is proposed to be used as a temporary office for tennis club operations and will be located on the easterly portion of the Property through the construction phase of the project (approximately 16 months after construction begins). The portable toilets are proposed to serve the temporary tennis club office and located nearby. 53 Planning Commission Resolution No. PC2022-022 Page 24 of 43 2. The operation of the temporary modular trailers is proposed to exceed 90 days from the date of the permit. The construction office is proposed to be staged for the duration of all construction activities, which is estimated to be approximately 20 months. The tennis club office is proposed to be staged for approximately 16 months, and will be removed upon completion of the Project. Finding: B. The subject lot is adequate in size and shape to accommodate the limited duration use without material detriment to the use and enjoyment of other properties located adjacent to and in the vicinity of the lot; Facts in Support of Finding: The Property is approximately seven (7) acres in size. Based on the construction phasing plan, there is adequate area to accommodate the proposed modular trailers and portable toilets throughout the various phases of construction. The construction trailer will be located within an area which is fenced off from public view and access. Finding: C. The subject lot is adequately served by streets or highways having sufficient width and improvements to accommodate the kind and quantity of traffic that the limited duration use would or could reasonably be expected to generate; Facts in Support of Finding: 1. The Property has an existing parking lot with two (2) entrances currently taken from Clubhouse Drive, which has a westerly outlet to East Coast Highway and an easterly outlet to Granville Drive and Newport Center Drive. 2. During the various phases of construction, the easterly entrance to the parking lot will remain available to the public for parking and will provide direct access for the modular office trailer and portable toilets, while the westerly entrance will be for construction access only. The construction trailer is intended for construction use only and not for the public. There are no traffic issues anticipated. Finding: D. Adequate temporary parking to accommodate vehicular traffic to be generated by the limited duration use would be available either on-site or at alternate locations acceptable to the Zoning Administrator; and Facts in Support of Finding: 54 Planning Commission Resolution No. PC2022-022 Page 25 of 43 1. The proposed trailers will not create additional parking demand since it will be utilized as offices for construction activities and employees displaced during the renovation of the tennis clubhouse. 2. A portion of the existing parking lot will remain, with access available on the easterly side of the lot from Granville Drive and Newport Center Drive. The remaining parking lot provides adequate parking for employees and members of the tennis club. Finding: E. The limited duration use is consistent with all applicable provisions of the General Plan, any applicable specific plan, the Municipal Code, and other City regulations. Facts in Support of Finding: 1. The temporary trailers are conditioned to comply with all applicable provisions of the General Plan, Municipal Code, and other City regulations. 2. The Property is not located within a specific plan area. Development Agreement Amendment On March 27, 2012, the City Council of the City of Newport Beach (“City”) adopted Ordinance No. 2012-3 approving Development Agreement No. DA2008-001 (“Agreement”) between the City and the Applicant for the Approved Project. The Agreement was executed and recorded, as document number 2014000036369 on January 29, 2014, with a ten-year term. On July 12, 2022, the City Council adopted Ordinance No. 2022-16, approving First Amendment to Agreement to extend the term of the Agreement by one (1) year. Finding: In accordance with Section 15.45.020(A)(2)(c) (Buildings and Construction, Development Agreement, Development Agreement Required) of the NBMC, an amendment to the DA is required as the Project, which includes an amendment to PC-47 and a General Plan Amendment to increase the number of hotel rooms from 27 to 41 rooms, which is new non- residential development in Statistical Area L1 (Newport Center/Fashion Island). Additionally, the Applicant requests an additional 10-year term of Agreement, pursuant to Section 15.45.070 (Buildings and Construction, Development Agreement, Amendment/Cancellation) of the NBMC. The Second Amendment to the Agreement satisfies the requirements of Chapter 15.45 (Buildings and Construction, Development Agreements) of the NBMC as follows: Facts in Support of Finding: 1. The Second Amendment provides assurance that the Applicant may proceed with the Project in accordance with existing policies, rules and regulations, and conditions of approval. Additionally, the Second Amendment to the Agreement helps the Applicant 55 Planning Commission Resolution No. PC2022-022 Page 26 of 43 avoid a waste of resources and escalated costs of the Project while encouraging a commitment to private participation in comprehensive planning. 2. The Second Amendment to the Agreement specifies the term of Agreement to be extended for a period of ten (10) years, as well as the updated permitted uses, density and intensity, and maximum height and size of proposed buildings, consistent with the Approved Project. Additionally, the Second Amendment to the Agreement includes all mandatory elements, including public benefits that are appropriate to support conveying the vested development rights consistent with the City’s General Plan, NBMC, and Government Code Sections 65864 et seq. 3. Public benefits include the payment of ninety-three thousand dollars ($93,000) per each residential dwelling unit and ten dollars ($10) per square foot of construction for the tennis clubhouse. SECTION 4. DECISION. NOW, THEREFORE, BE IT RESOLVED: 1. The Planning Commission of the City of Newport Beach hereby recommends the followings to the City Council: a. Adopt Mitigated Negative Declaration Addendum No. ND2022-001 to Mitigated Negative Declaration No. ND2010-008 and Errata to Mitigated Negative Declaration No. ND2010-008 (SCH 2010091052), as depicted in Exhibit “A”; b. Approve General Plan Amendment, as depicted in Exhibit B; c. Approved Local Coastal Program Implementation Plan Amendment; as depicted in Exhibit C d. Approve Planned Community Development Plan Amendment, as depicted in Exhibit D; e. Approve amendment to Major Site Development Review No. SD2011-002, with conditions of approval as depicted in Exhibit F; f. Approve amendment to Coastal Development Permit No. CD2017-039 with conditions of approval as depicted in Exhibit F; g. Approve amendment to Vesting Tentative Tract Map No. NT2005-003, with conditions of approval as depicted in Exhibit F h. Approve amendment to Limited Term Permit No. XP2011-004, with conditions of approval as depicted in Exhibit F; and 56 Planning Commission Resolution No. PC2022-022 Page 27 of 43 i. Approve Second Amendment to Development Agreement No. DA2008-001, as depicted in Exhibit E. PASSED, APPROVED, AND ADOPTED THIS 8TH DAY OF SEPTEMBER, 2022. AYES: NOES: ABSTAIN: ABSENT: BY:_________________________ Lauren Kleiman, Chairman BY:_________________________ Mark Rosene, Secretary 57 Planning Commission Resolution No. PC2022-022 Page 28 of 43 EXHIBIT “A” ADDENDUM TO MITIGATED NEGATIVE DECLARATION NO. ND2010-008 AND ERRATA TO MITIGATED NEGATIVE DECLARATION NO. ND2010-008 (SCH NO. 2010091052) Available separately due to bulk at: www.newportbeachca.gov/ceqa 58 Planning Commission Resolution No. PC2022-022 Page 29 of 43 EXHIBIT “B” GENERAL PLAN AMENDMENT TO ANOMALY NO. 46 OF TABLE LU2 OF THE 2006 NEWPORT BEACH GENERAL PLAN LAND USE ELEMENT 59 Anomaly Number Statistical Area Land Use Designation Development Limit (sf) Development Limit (Other) Additional Information 46 L1 MU-H3/PR 3,725 8 Tennis Courts 41 Hotel Rooms* Residential permitted in accordance with MU-H3 *27 rooms converted from 17 tennis courts per Council Resolution 2012-10 and 14 rooms per General Plan Amendment PA2022- 260 60 Planning Commission Resolution No. PC2022-022 Page 30 of 43 EXHIBIT “C” LOCAL COASTAL PROGRAM IMPLEMENTATION PLAN AMENDMENT 61 Local Coastal Program Implementation Plan Amendment Related to Development Standards of the Tennis Club portion within the Newport Beach Country Club Planned Community (PC-47) (PA2021-260) Amend Section 21.26.055.S (Newport Beach Country Club) of Title 21 (Local Coastal Program Implementation Plan) of the Newport Beach Municipal Code to read as follows: S. Newport Beach Country Club (PC-47). 2. Tennis Club. a. Density/intensity limit: seven eight (8) tennis courts; and three thousand seven hundred twenty-five (3,725) square foot clubhouse. b. Height: thirty (30) feet for clubhouse. c. Parking: twenty-eight (28) spaces thirty-two (32) spaces 3. Residential. a. Detached Residential (Villas) i. Density/intensity limit: two single-family dwelling units. ii. Development Standards: Villa Designation Villa A (TTM Lot #1) Villa B (TTM Lot #2) Lot Size 5,000 square feet minimum Lot Coverage (Maximum) 70% 65% Building Height 39 feet, measured in accordance with the Height and Grade definition of Section 2.0 General Conditions and Regulations Building Side Yard Setbacks 3 feet minimum Building Front and Rear Yard Setbacks 5 feet minimum Enclosed Parking Space for Each Unit 2 2 Open Guest Parking Space for Each Unit One space - could be located on the private driveway – No overhang to the private street/cul-de-sac is allowed 62 b. Attached Residential (Condominiums) i. Density/intensity limit: three (3) attached residential units. ii. Setbacks: five (5) feet from any property line. iii. Height: forty-six (46) feet (to be located atop of the 2-story hotel buildings). iv. Parking: three (3) enclosed spaces and one guest space per dwelling unit. 4. (The Bungalows) Hotel a. Density/Intensity Limit: forty-one (41) short-term guest rental units rooms. The maximum total allowable gross floor area for the hotel rooms shall be twenty- eight thousand three hundred (28,300) forty-seven thousand four hundred eighty-four (47,484) square feet with a two thousand two hundred (2,200) square- foot concierge and guest center, four thousand six hundred eighty-six (4,686) square feet of ancillary hotel uses, and a seven thousand five hundred (7,500) square-foot spa facility. b. Setbacks: five feet from any property line. c. Height: thirty-one (31) feet. d. Parking: thirty-four (34) parking spaces. forty-one (41) parking spaces. 63 Planning Commission Resolution No. PC2022-022 Page 31 of 43 EXHIBIT “D” NEWPORT BEACH COUNTRY CLUB PLANNED COMMUNITY DEVELOPMENT PLAN AMENDMENT 64 Newport Beach Country Club Planned Community Development Plan Adoption: March 27, 2012, Ordinance No. 2012-2 Amendment: ___, 2022, Ordinance No.__ 65 2 TABLE OF CONTENTS ________________________________________________ 1.0 Introduction and Purpose ............................................................................... 4 2.0 General Conditions and Regulations .............................................................. 5 3.0 Land Use and Development Regulations ....................................................... 10 3.1 Golf Club .............................................................................................. 10 A. Golf Course .................................................................................... 10 B. Golf Clubhouse and Ancillary Uses ................................................ 10 1. Building Area ............................................................................. 10 2. Building Height .......................................................................... 10 3. Permitted Ancillary Uses ........................................................... 10 4. Parking ...................................................................................... 11 5. Fencing ..................................................................................... 11 3.2 Tennis Club .......................................................................................... 11 A. Tennis Courts ................................................................................. 11 1. Number of Courts ...................................................................... 11 B. Tennis Clubhouse and Ancillary Uses ............................................ 12 1. Building Area ............................................................................. 12 2. Building Height .......................................................................... 12 3. Permitted Ancillary Uses ........................................................... 12 4. Parking ...................................................................................... 12 3.3 The Villas Residential ........................................................................ 12 1. Number of Units Detached Residential ................................... 13 2. Development Standards Attached Residential ....................... 14 3.4 The Bungalows Hotel .......................................................................... 14 1. Number of Units Rooms ........................................................... 14 2. Permitted Ancillary Uses ........................................................... 14 3. Building Area ............................................................................. 15 4. Building Height .......................................................................... 15 5. Building Setbacks ...................................................................... 15 6. Parking ...................................................................................... 15 3.5 Signs .................................................................................................... 15 A. Sign Allowance ............................................................................... 15 B. Sign Standards ............................................................................... 16 4.0 Site Development Review .............................................................................. 17 4.1 Purpose ............................................................................................... 17 4.2 Application ........................................................................................... 17 4.3 Findings ............................................................................................... 17 4.4 Contents .............................................................................................. 18 4.5 Public Hearing – Required Notice ........................................................ 18 4.6 Expiration and Revocation Site Plan Review Approvals ...................... 19 66 3 4.7 Fees ..................................................................................................... 19 4.8 Minor Changes by the Community Development Director ................... 19 LIST OF EXHIBITS Exhibit Name Exhibit Number Vicinity Aerial Map ............................................................................................... A Conceptual Master Site Plan ............................................................................... B LIST OF TABLES Table Name Page The Villas Development Standards ...................................................................... 13 67 4 1.0 INTRODUCTION AND PURPOSE ___________________________________ The Newport Beach Country Club Planned Community District (the PCD) is composed of the Golf Club, Tennis Club, Bungalows and Villas facilities, totaling approximately 133 140 acres. The PCD has been developed in accordance with the Newport Beach General Plan and is consistent with the Local Coastal Land Use Plan. The purpose of this PCD is to provide for the classification and development of coordinated, cohesive, comprehensive planning project with limited mixed uses, including the private Ggolf Cclub, Ttennis Cclub, 27 short-term rental units 41-room boutique hotel called the Bungalows with a spa/fitness area center and ancillary uses, and 5 semi-custom single-unit residential dwellings units called the Villas. Whenever the regulations contained in the PCD Regulations conflict with the regulations of the Newport Beach Municipal Code, the regulations contained in the PCD Regulations shall take precedence. The Newport Beach Municipal Code shall regulate all development within the PCD when such regulations are not provided within the PCD Regulations. 68 5 2.0 GENERAL CONDITIONS AND REGULATIONS ___________________________________ 1. Alcoholic Beverage Consumption The consumption of alcoholic beverages within the PCD shall be in compliance with the State of California Department of Alcoholic Beverage Control and the Newport Beach Municipal Code. A use permit shall be required if the establishment operates past 11:00 p.m. any day of the week and a minor use permit shall be required if the establishment operates until 11:00 p.m. any day of the week. 2. Amplified Music All amplified music played after 10:00 p.m. within the PCD shall be confined within the interior of a building unless a Special Events Permit is obtained. 3. Archaeological/Paleontological Resources Development of the site is subject to the provisions of City Council Policies K-5 and K-6 regarding archaeological and paleontological resources. 4. Architectural Design All development shall be designed with high quality architectural standards and shall be compatible with the surrounding uses. The development should be well-designed with coordinated, cohesive architecture and exhibiting the highest level of architectural and landscape quality in keeping with the PCD’s prominent location in the Newport Center Planning Area. Massing offsets, variation of roof lines, varied textures, openings, recesses, and design accents on all building elevations shall be provided to enhance the architectural style. Architectural treatments for all ancillary facilities (i.e. storage, truck loading and unloading, and trash enclosures) shall be provided. 5. Building Codes Construction shall comply with applicable provisions of the California Building Code and the various other mechanical, electrical and plumbing codes related thereto as adopted by the Newport Beach Municipal Code. 6. Exterior Storage Areas There shall be no exterior storage areas permitted with the exception of the greenskeeper/maintenance area which shall be enclosed by a minimum six-foot plastered block wall. 69 6 7. Flood Protection Development of the subject property will be undertaken in accordance with the flood protection policies of the City. 8. Grading and Erosion Control Grading and erosion control measures shall be carried out in accordance with the provisions of the Newport Beach Excavation and Grading Code and shall be subject to permits issued by the Community Development Department. 9. Gross Floor Area Gross floor area shall be defined as the total area of a building including the surrounding exterior walls. 10. Height and Grade The height of any structure within the PCD shall not exceed fifty (50) feet, unless otherwise specified. The height of a structure shall be the vertical distance between the highest point of the structure and the grade directly below. In determining the height of a sloped roof, the measurement shall be the vertical distance between the grade and the midpoint of the roof plane, provided that no part of the roof shall be extend more than five (5) feet above the permitted height in the height limitation zone, and any amendments shall be subject to the review and approval of the Community Development Director 11. Landscaping/Irrigation Landscaping and irrigation shall be provided in all areas not devoted to structures, parking lots, driveways, walkways, and tennis courts to enhance the appearance of the development, reduce heat and glare, control soil erosion, conserve water, screen adjacent land uses, and preserve the integrity of PCD. Landscaping and irrigation shall consist of a combination of trees, shrubs, groundcover and hardscape improvements. Landscaping shall be prepared in accordance with the Landscaping Standards and Water-Efficient Landscaping Sections of the Newport Beach Municipal Code and installed in accordance with the approved landscape plans prepared by a licensed landscape architect. 12. Lighting – Outdoor All new outdoor lighting shall be designed, shielded, aimed, located and maintained to shield adjacent uses/properties and to not produce glare onto adjacent uses/properties. Lighting plans shall be prepared in compliance with the Outdoor Lighting Section of the 70 7 Newport Beach Municipal Code and shall be prepared by a licensed electrical engineer. All lighting and lighting fixtures that are provided shall be maintained in accordance with the approved lighting plans. 13. Lighting – Parking & Walkways All lighting and lighting fixtures that are provided shall be maintained in accordance with the approved lighting plans. Light standards within parking lots shall be the minimum height required to effectively illuminate the parking area and eliminate spillover of light and glare onto adjoining uses/properties and roadways. Parking lots and walkways accessing buildings shall be illuminated with a minimum of 0.5 foot-candle average on the driving or walking surface during the hours of operation and one hour thereafter. Lighting plans shall be prepared in compliance with the Outdoor Lighting Section of the Newport Beach Municipal Code and shall be prepared by a licensed electrical engineer. If the applicant wishes to deviate from this lighting standard, a lighting plan may be prepared by the applicant and submitted to the Community Development Director for review and approval. 14. Loading Areas for Non-Residential Uses All loading and unloading of goods delivery shall be performed onsite. Loading platforms and areas shall be screened from public view. 15. Parking Areas Parking spaces, driveways, maneuvering aisles, turnaround areas, and landscaping areas of the parking lots shall be kept free of dust, graffiti, and litter. All components of the parking areas including striping, paving, wheel stops, walls, and light standards of the parking lots shall be permanently maintained in good working condition. Access, location, parking space and lot dimensions, and parking lot improvements shall be in compliance with the Development Standards for Parking Areas Section of the Newport Beach Municipal Code. 16. Property Owner Approval Written property owner approval shall be required for the submittal of any site development review application and/or prior to grading and/or building permit issuance. 17. Outdoor Paging Outdoor paging shall be permitted at the Ggolf Cclub to call individuals to the tees and at the Ttennis Cclub to call points during tennis tournaments. 71 8 18. Sewage Disposal Sewage disposal service facilities for the PCD will be provided by Orange County Sanitation District No. 5 and shall be subject to applicable regulations, permits and fees as prescribed by the Sanitation District. 19. Screening of Mechanical Equipments All new mechanical appurtenances (e.g., air conditioning, heating, ventilation ducts and exhaust vents, swimming pool and spa pumps and filters, transformers, utility vaults and emergency power generators) shall be screened from public view and adjacent land uses. The enclosure design shall be approved by the Community Development Department. All rooftop equipment (other than vents, wind turbines, etc.) shall be architecturally treated or screened from off-site views in a manner compatible with the building materials prior to final building permit clearance for each new or remodeled building. The mechanical appurtenances shall be subject to sound rating in accordance with the Exterior Noise Standards Section of the Newport Beach Municipal Code. Rooftop screening and enclosures shall be subject to the applicable height limit. 20. Screening of the Villas residential units from tennis courts Adequate buffering between the Villas residential units and tennis courts shall be provided and subject to the Site Development Review process. The exterior perimeter of the tennis courts facing Granville Condominiums, Granville Drive, and the Ttennis Cclubhouse parking lot shall be screened by a minimum ten-foot-high chain link fence covered by a wind screen. Wind screen shall be maintained in good condition at all time. 21. Screening of the Villas’ Pool/Spa Equipment All pool and/or spa equipment shall be enclosed by a minimum five-foot high block wall plastered or otherwise textured to match the building. 22. Special Events Temporary special community events, such as such as PGA Senior Classic golf tournaments, Team Tennis, Davis Cup Matches, and other similar events, are permitted in the PCD, and are subject to the Special Events Chapter of the Newport Beach Municipal Code. Temporary exterior storage associated with approved special events may be permitted provided it is appropriately screened and regulated with an approved Special Event Permit. 72 9 23. Temporary Structures and Uses Temporary structures and uses, including modular buildings for construction-related activities are permitted. 24. Trash Container Storage for Residential Dwellings Trash container storage shall be out of view from public places, and may not be located in the required parking areas. If trash container storage areas cannot be located out of public view, they shall be screened from public view. Screening shall consist of fences, walls, and landscaping to a height at least 6 inches above the tops of the containers. 25. Trash Enclosures for Non-Residential Uses All trash enclosures for non-residential uses shall be provided and in accordance with the Solid Waste and Recyclable Materials Storage of the Newport Beach Municipal Code. 26. Tennis Club Site Phasing Plan- The phasing plan for the tennis club site which consists of the tennis club, villas residential units and bungalows hotel rooms shall be subject to a site development review process. 27. Water Service Water service to the PCD will be provided by the City of Newport Beach and will be subject to applicable regulations, permits and fees as prescribed by the City. 73 10 3.0 LAND USE AND DEVELOPMENT REGULATIONS ________________________________________ 3.1 Golf Club Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the golf course and clubhouse. A. Golf Course An 18-hole championship golf course and related facilities (i.e. putting green, driving range, snack bar, starter shack, restroom facilities, etc.). B. Golf Clubhouse and Ancillary Uses 1. Building Area The maximum allowable gross floor area for a golf clubhouse building shall be 56,000 square feet, exclusive of any enclosed golf cart storage areas ramp and washing area. The greens keeper/maintenance buildings, snack bar, separate golf course restroom facilities, starter shack, and similar ancillary buildings are exempt from this development limit. 2. Building Height The maximum allowable building height for the Golf Clubhouse shall be 50 feet and shall be measured in accordance with the Height and Grade definition of Section 2.0 General Conditions and Regulation of the PCD. 3. Permitted Ancillary Uses The following ancillary uses are allowed: • Golf shop • Administrative Offices • Dining, and event areas • Kitchen & Bar areas • Banquet Rooms • Men and Women’s Card Rooms • Health and fitness facility • Restroom and Locker facilities • Golf Club storage areas • Employee lounge/lunch areas • Meeting rooms • Golf Cart Parking Storage and Washing Area 74 11 • Separate Snack Bar • Separate Starter Shack • Separate Golf Course Restrooms • Hand Carwash Area • Greenskeeper Maintenance Facility • Temporary Construction Facilities • Guard House • Others (subject to an approval of the Community Development Director) 4. Parking Parking for the Golf Course and Golf Clubhouse shall be in accordance with following parking ratios (source: from Table 2 of the Circulation and Parking Evaluation by Kimley-Horn and Associates, Inc., September 2009 for Newport Beach Country Club – Clubhouse Improvement Project): Golf Course: 8 spaces per hole Golf Clubhouse: Dining, assembly & meeting rooms: 1 per 3 seats or 1 per 35 square feet Administrative Office: 4 per 1,000 square feet Pro Shop: 4 per 1,000 square feet Maintenance Facility: 2 per 1,000 square feet Health and Fitness Facility: 4 per 1,000 square feet The design of the parking lot and orientation of vehicular aisles and parking spaces shall be subject to the review and approval of the City Traffic Engineer and Community Development Director. 5. Fencing Golf Course perimeter fencing shall be wrought-iron with a maximum permitted height of six (6) feet. 3.2 Tennis Club Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the tennis courts and clubhouse. A. The Tennis Courts 1. Number of courts 75 12 The maximum allowable tennis courts shall be seven eight lighted tennis courts (six seven lighted championship courts and one lighted stadium- center court). B. Tennis Clubhouse and Ancillary Uses 1. Building Area The maximum allowable gross floor area for the Tennis Clubhouse shall be 3,725 square feet. 2. Building Height The maximum allowable building height for the Tennis Clubhouse shall be 30 feet and shall be measured in accordance with the Height and Grade definition of Section 2.0 General Conditions and Regulations of the PCD. 3. Permitted Ancillary Uses The following ancillary uses are allowed: • Tennis Shop • Administrative Offices • Concessions • Restroom and Locker facilities • Storage areas • Spectator seating • Others (subject to an approval of the Community Development Director) 4. Parking Parking for the Tennis Clubhouse and Courts shall be a minimum of 28 32 parking spaces. 3.3. The Villas Residential Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the villas units. 76 13 A. Detached Residential (The Villas) 1. Number of Units The maximum allowable number of single-family residential units shall be five (5) two (2). 2. Development Standards The following development standards shall apply to the Villas: The Villas Development Standards Table Villa Designation Villa A Villa B TTM Lot #1 TTM Lot #2 Lot Size 5,000 square feet minimum Lot Coverage (Maximum) 70% 65% Building Height 39 feet, measured in accordance with the Height and Grade definition of Section 2.0 General Conditions and Regulations Building Side Yard Setbacks 3 feet minimum Building Front and Rear Yard Setbacks 5 feet minimum Enclosed Parking Space for Each Unit 2 2 Open Guest Parking Space for Each Unit One space - could be located on the private driveway – No overhang to the private street/cul-de-sac is allowed 77 14 B. Attached Residential 1. Number of Units The maximum allowable number of attached residential units shall be three (3). 2. Building Setbacks The building setback shall be a minimum of five (5) feet from any property line. 3. Building Height The maximum allowable building height for attached residential units to be located atop of the 2-story hotel buildings shall be 46 feet, measured in accordance with the Height and Grade definition of Section 2.0 General Conditions and Regulations. 4. Parking Parking for the attached residential units shall be a minimum of 3 enclosed parking spaces and one guest parking space per unit. 3.4. The Bungalows Hotel Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the bungalows, concierge and guest center, and spa facility. 1. Number of Units Rooms The maximum allowable number of the Bungalows rooms shall be 27 41, to be built in a clustered setting of single and two-story buildings. 2. Permitted Ancillary Uses The following ancillary uses are allowed: • Administrative Offices • Concierge office and guest meeting facility • Performance Therapy Center • Spa and Fitness Center • Swimming pool and Jacuzzi • Spa facility that includes treatment rooms, fitness areas, and snack bar serving drinks, snacks and light breakfast and lunch items 78 15 • Yoga Pavilion 3. Building Area The maximum allowable gross floor area for the bungalows hotel rooms shall be 28,300 47,484 square feet with a 2,200 square foot concierge & guest center, 4,686 square feet of ancillary hotel uses, and a 7,500 square-foot spa facility. 4. Building Height The maximum allowable building height for the bungalows hotel rooms shall be 31 feet, measured in accordance with the Height and Grade definition of Section 2.0 General Conditions and Regulations of the PCD. 5. Building Setbacks The building setback requirement shall be a minimum of 5 feet from any property line. 6. Parking Parking for the bungalows hotel rooms shall be a minimum of 34 41 parking spaces located in proximity to the use. 3.5 Signs A. Sign Allowance 1. One (1) single or double-faced, ground-mounted entrance identification sign shall be allowed at Newport Beach Tennis Club’s main entrance (Country Club Drive and Irvine Terrace). Total maximum signage area shall not exceed seventy-five (75) square feet and shall not exceed five (5) feet in height. 2. One (1) single or double-faced, ground-mounted entrance identification sign shall be allowed at or near the vicinity of the Newport Beach Country Club’s secondary entrance (Granville). Total maximum signage area shall not exceed seventy-five (75) square feet and shall not exceed five (5) feet in height. 3. Building identification signs shall be allowed; one for each street frontage. If freestanding, this sign type shall not exceed a maximum height of five (5) feet in height. The maximum signage area shall not exceed seventy (70) square feet. 4. Vehicular and pedestrian directional signs shall be allowed. This sign type may occur as a single-faced or double-faced sign. The 79 16 sign shall be sized to allow for proper readability given the number of lines of copy, speed of traffic, setback off the road and viewing distance. This sign type shall not exceed a maximum of six (6) feet in height. 5. One (1) single or double faced, ground-mounted identification sign shall be allowed at the entrance road to the Bungalows. Total maximum signage area shall not exceed seventy-five (75) square feet and shall not exceed five (5) feet in height and fifteen (15) feet in length. B. Sign Standards 1. The design and materials of all permanent signs in the Newport Beach Country Club Planned Community District shall be in accordance with Sign Section 3.5, unless otherwise approved by the Community Development Director. 2. All permanent signs shall be subject to a sign permit issued by the Community Development Department. 3. All signs shall be subject to the review of the City Traffic Engineer to ensure adequate sight distance in accordance with the provisions of the Newport Beach Municipal Code. 4. Sign illumination is permitted for all sign types. No sign shall be constructed or installed to rotate, gyrate, blink or move, or create the illusion of motion, in any fashion. 5. All permanent signs together with the entirety of their supports, braces, guys, anchors, attachments and décor shall be properly maintained, legible, functional and safe with regards to appearance, structural integrity and electrical service. 6. Temporary signs that are visible from any public right-of-way shall be allowed up to a maximum of sixty (60) days and subject to a temporary sign permit issued by the Community Development Department. 7. If the applicant wishes to deviate from the sign standards identified herein, a comprehensive sign program may be prepared or a modification permit application may be submitted for review and consideration by the Zoning Administrator in accordance with the applicable provisions of the Newport Beach Municipal Code. 80 17 4.0 SITE DEVELOPMENT REVIEW ____________________________ 4.1 Purpose The purpose of the Site Development Review process is to ensure new development proposals within the Newport Beach Country Club Planned Community Development are consistent with the goals and policies of the General Plan, provisions of this Planned Community Development Plan, the Development Agreement and the findings set forth below in sub-section 4.3. 4.2 Application An approval of Site Development Review application by the Planning Commission shall be required for the construction of any new structure prior to the issuance of a grading or building permit or issuance of an approval in concept for Coastal Commission. Signs, tenant improvements to any existing buildings, kiosks, and temporary structures are exempt from the site development review process and subject to the applicable City’s permits. The decision of Planning Commission is the final, unless appealed in accordance with the Newport Beach Municipal Code. 4.3. Findings In addition to the general purposes set forth in sub-section 4.1 and in order to carry out the purposes of this chapter as established by said section, the Site Development Review procedures established by this Section shall be applied according to and in compliance with the following findings: 1. The development shall be in compliance with all other provisions of the Planned Community District Plan; 2. The development shall be compatible with the character of the neighboring uses and surrounding sites and shall not be detrimental to the orderly and harmonious development of the surroundings and of the City; 3. The development shall be sited and designed to maximize the aesthetic quality of the project as viewed from surrounding roadways and properties, with special consideration given to the mass and bulk of buildings and the streetscape on Coast Highway; and 81 18 4. Site plan and layout of buildings, parking areas, pedestrian and vehicular access ways, landscaping and other site features shall give proper consideration to functional aspects of site development. 4.4. Contents The Site Development Review application shall include all of the information and materials specified by the Community Development Director and any additional information review by the Planning Commission in order to conduct a thorough review of the project in question. The following plans/exhibits may include, but not limited to the following: 1. An aerial map showing the subject property, adjacent properties and identifying their uses. 2. Comprehensive elevations and floor plans for new structures with coordinated and complimentary architecture, design, materials and colors. 3. A parking and circulation plan showing golf cart and pedestrian paths in addition to streets and fire lanes. 4. A comprehensive, cohesive and coordinated preliminary landscape plan. 5. A comprehensive, cohesive and coordinated lighting plan showing type, location and color of all exterior lighting fixtures. 6. Comprehensive text and graphics describing the design philosophy for the architecture, landscape architecture, material and textures, color palette, lighting, and signage. 7. Text describing drainage and water quality mitigation measures. 8. A statement that the proposed new structure is consistent with the goals, policies, and actions of the General Plan and Planned Community Development Plan. 4.5 Public Hearing –Required Notice A public hearing shall be held on all site development review applications. Notice of such hearing shall be mailed not less than ten (10) days before the hearing date, postage prepaid, using addresses from the last equalized assessment roll or, alternatively, from such other records as contain more recent addresses, to owners of property within a radius of three hundred (300) feet of the exterior boundaries of the subject property. It shall be the responsibility of the applicant to obtain and provide to the City the names and addresses of owners as required by this Section. In addition to the mailed notice, such hearing shall be posted in 82 19 not less than two (2) conspicuous places on or close to the property at least ten (10) days prior to the hearing. 4.6 Expiration and Revocation Site Development Review Approvals 1. Expiration. Any site development review approved in accordance with the terms of this planned community development plan shall expire within twenty-four (24) months from the effective date of final approval as specified in the Time Limits and Extensions Section of the Newport Beach Municipal Code, unless at the time of approval the Planning Commission has specified a different period of time or an extension is otherwise granted. 2. Violation of Terms. Any site development review approved in accordance with the terms of this planned community development plan may be revoked if any of the conditions or terms of such site development review are violated or if any law or ordinance is violated in connection therewith. 3. Public Hearing. The Planning Commission shall hold a public hearing on any proposed revocation after giving written notice to the permittee at least ten (10) days prior to the hearing, and shall submit its recommendations to the City Council. The City Council shall act thereon within sixty (60) days after receipt of the recommendation of the Planning Commission. 4.7. Fees The applicant shall pay a fee as established by Resolution of the Newport Beach City Council to the City with each application for Site Development Review under this planned community development plan. 4.8 Minor Changes by the Director 1. The following minor changes to an approved site plan may be approved by the Director in compliance with Section 20.54.070 (Changes to an approved project) of the Newport Beach Municipal Code: a) Minor relocation of any proposed structure. b) Reduction in the square footage of any structure and a commensurate reduction in required parking, if applicable. c) Reconfiguration of the golf clubhouse parking lot, including drive aisles and/or parking spaces, subject to review and approval of the City Traffic Engineer. d) Reconfiguration of parking lot landscaping. e) Modification of the approved architectural style. f) Any other minor change to the site plan provided it does not 83 20 increase any structure area, height, number of units, number of hotel rooms, and/or change of use. 2. Any proposed changes that are not deemed minor shall be subject to review and approval by the Planning Commission. 84 21 Exhibit A 85 22 Exhibit B 86 Planning Commission Resolution No. PC2022-022 Page 32 of 43 EXHIBIT “E” SECOND AMENDMENT TO DEVELOPMENT AGREEMENT 87 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 First Amendment 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 §§ 6103 and 27383. SECOND AMENDMENT TO DEVELOPMENT AGREEMENT between CITY OF NEWPORT BEACH and GOLF REALTY FUND CONCERNING PROPERTIES LOCATED AT TENNIS CLUB AT NEWPORT BEACH WITHIN THE NEWPORT BEACH COUNTRY CLUB PLANNED COMMUNITY DISTRICT 88 1 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (Pursuant to California Government Code Sections 65864-65869.5) This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (the “Second Amendment”) is entered into and effective on the date it is recorded with the Orange County Recorder (“Effective Date”) by and between the CITY OF NEWPORT BEACH (“City”), and GOLF REALTY FUND, a California limited partnership (“Property Owner”). City and Property Owner are sometimes collectively referred to in this Second Amendment as the “Parties” and individually as a “Party.” RECITALS A. Property Owner is the managing owner of and owns a fee interest in title to that certain real property located in the City of Newport Beach, County of Orange, State of California which is more particularly described in the legal description attached as Exhibit “A” and depicted on the site map attached hereto as Exhibit “B” (“Property”). The Property consists of approximately seven (7) acres within the area shown on the City’s Zoning Map as the Newport Beach Country Club Planned Community District. The Property comprises the Tennis Club at Newport Beach site shown on Exhibit “B” which consists of The Villas Sub-Area, The Tennis Club Sub-Area, and The Bungalows Sub-Area. B. City and Property Owner entered into that certain Development Agreement between the City of Newport Beach and Golf Realty Fund dated March 27, 2012, and recorded in the Official Records of Orange County on January 29, 2014, as document number 2014000036369 (“Agreement”) attached hereto as Exhibit “C” and incorporated herein by reference for a term of ten (10) years. C. On November 20, 2018, the City approved Coastal Development Permit No. CD2017-039 to allow the demolition of the eighteen (18) existing tennis courts and construction of the Tennis Club, Villas and Bungalows at the Tennis Property, however, the Agreement was not amended or modified. D. City and Property Owner entered into the First Amendment to Development Agreement between the City of Newport Beach and Golf Realty Fund pursuant to Ordinance No. 2022-16 and recorded in the Official Records of Orange County on XX, XXXX, as document (“First Amendment”), attached hereto as Exhibit “D” and incorporated herein by reference. E. The Parties now wish to enter into this Second Amendment to increase the number of tennis courts from seven (7) to eight (8), increase the number of hotel rooms from twenty-seven (27) to forty-one (41), increase the gross floor area of ancillary hotel uses by four thousand six hundred eight-six (4,686) square feet, and construct three (3) attached condominium units and two (2) single-family residences in lieu of five (5) single-family residences. F. On September 8, 2022, the Planning Commission held the public hearing on the Second Amendment and considered the testimony and information submitted by City staff, Property Owner, and members of the public. Consistent with applicable provisions of the Development Agreement Statute and Ordinance, the Planning Commission adopted Resolution No. PC2022-022, recommending the City Council approve the Second Amendment. 89 2 G. On September 27, 2022, the City Council held a noticed public hearing on the Second Amendment and considered the testimony and information submitted by City staff, Property Owner, and members of the public. On October 13, 2022, consistent with applicable provisions of the Development Agreement Statute and Ordinance, the City Council held the second reading and adopted Ordinance No. 2022-___ approving the Second Amendment. H. This Second Amendment is consistent with the City of Newport Beach General Plan (“General Plan”), including without limitation the General Plan’s designation of the Property as “MU-H3/PR” (Mixed Use Horizontal /(Parks and Recreation) (Anomaly 46); Coastal Land Use Plan designation as “MU-H/PR (Mixed Use Horizontal / Parks & Recreation”; the Newport Beach Country Club Planned Community District that was adopted in 1997 by Ordinance No. 97-10, and amended in 2022 by Ordinance No. 2022-___ in order to establish appropriate zoning to regulate land use and development of the Property consistent with the General Plan; and Newport Beach Country Club Planned Community Development Plan No. PC2005-002 approved for the Property on March 27, 2012 by Ordinance No. 2012-2 and amended on October 13, 2022 by Ordinance No. 2022-___. I. In recognition of the significant public benefits that this Second Amendment provides, the City Council finds that this Second Amendment: (i) is consistent with the City of Newport Beach General Plan as of the date of its adoption; (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 Addendum No. ND2022-001 to the previously adopted Mitigated Negative Declaration No. ND2010-008 (SCH 2010091052) and Errata to Mitigated Negative Declaration No. ND2010-008 (together referred as “MND”) for the Newport Beach Country Club Planned Community District (PA2021-260 amending PA2005-002) approved by the City Council, both of which analyze the environmental effects of the proposed development of the Project on the Property; and (v) is consistent and has been approved consistent with provisions of California Government Code section 65867 et seq. and Chapter 15.45 City of Newport Beach Municipal Code (“NBMC”). AGREEMENT NOW, THEREFORE, City and Property Owner agree as follows: 1. Definitions. Section 1 of the Agreement is hereby amended to add or revise the following definitions. Unless added or revised, all other definitions set forth in Section 1 of the Agreement shall remain unchanged: “Adopting Ordinance” shall mean City Council Ordinance No. 2022-___ approving and adopting this Second Amendment. “Agreement” shall mean this Development Agreement, as the same may be amended from time to time including, the First Amendment and Second Amendment. “Agreement Date” shall mean October 13, 2022 which date is the date the City Council adopted the Adopting Ordinance. 90 3 “Development Plan” shall mean the Newport Beach Planned Community Development Plan Amendment No. PC2021-001 adopted by Ordinance No. 2022-___ which amends Newport Beach Planned Community Development Plan No. PC2005-002; Vesting Tentative Tract Map Amendment No. NT2021-002 adopted by Resolution No. 2022-___ which amends Vesting Tentative Tract Map No. NT2005-003; Site Development Review Amendment No. SD2021-004 adopted by Resolution No. 2022-___ which amends Site Development Review No. SD2011-002; Limited Term Permit No. XP2022-007 adopted by Resolution No. 2022-___ which amends Limited Term Permit No. XP2011-004; General Plan Amendment No. GP2021-004; Coastal Development Permit No. CD2021-068 adopted by Resolution No. 2022-___ which amends Coastal Development Permit No. CD2017-039; and Local Coastal Program Implementation Plan Amendment No. LC2021-004 adopted by Ordinance No. 2022-___. “Development Regulations” shall mean the following regulations as they are in effect as of the Agreement Date and to the extent they govern or regulate the development of the Property, but excluding any amendment or modification to the Development Regulations adopted, approved, or imposed after the Agreement Date that impairs or restricts Property Owner’s rights set forth in this agreement, unless such amendment or modification is expressly authorized by this Agreement or is agreed to by Property Owner in writing: the General Plan, the Coastal Land Use Plan, the Development Plan, the Local Coastal Program Implementation Plan; and, to the extent not expressly superseded by the Development Plan or this Agreement, all other land use and subdivision regulations governing the permitted uses, density and intensity of use, design, improvement, and construction standards and specifications, procedures for obtaining required City permits and approvals for development, and similar matters that may apply to development of the Project on the Property during the Term of this Agreement that are set forth in Title 15 of the Municipal Code (buildings and construction), Title 19 of the Municipal Code (subdivisions). Title 20 of the Municipal Code (planning and zoning) and Title 21 of the Municipal Code (local coastal program implementation plan), but specifically excluding all other sections of the Municipal Code, including without limitation Title 5 of the Municipal Code (business licenses and regulations). Notwithstanding the foregoing, the term “Development Regulations,” as used herein, does not include any City ordinance, resolution, code, rule, regulation or official policy governing any of the following: (i) the conduct of businesses, professions, and occupations; (ii) taxes and assessments; (iii) the control and abatement of nuisances; (iv) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or entry upon public property; or (v) the exercise of the power of eminent domain. “Effective Date” shall mean the latest of the following dates, as applicable: (i) the date that is thirty (30) days after the Agreement Date; (ii) if a referendum concerning the Adopting Ordinance, the Development Plan, or any of the Development Regulations approved on or before the Agreement Date is timely qualified for the ballot and a referendum election is held concerning the Adopting Ordinance or any of such Development Regulations, the date on which the referendum is certified resulting in upholding and approving the Adopting Ordinance and the Development Regulations; or (iii) if a lawsuit is timely filed challenging the validity of the Adopting Ordinance, this Agreement, and/or any of the Development Regulations approved on or before the Agreement Date, the date on which said challenge is finally resolved in favor of the validity or legality of the Adopting Ordinance, this Agreement, the Development Plan and/or the applicable Development Regulations, which such finality is achieved by a final non-appealable judgment, voluntary or involuntary dismissal (and the passage of any time required to appeal an involuntary dismissal), or binding written settlement agreement. Promptly after the Effective Date 91 4 occurs, the Parties agree to cooperate in causing an appropriate instrument to be executed and recorded against the Property memorializing the Effective Date. “Project” shall mean all on-site and off-site improvements that Property Owner is authorized and/or may be required to construct with respect to each parcel of the Property, as provided in this Second Amendment and the Development Regulations, as amended by this Second Amendment, and/or as the same may be modified or amended from time to time consistent with this Second Amendment and applicable law. 2. Term of Agreement. Section 2.4 of the Agreement is hereby amended in its entirety to read as follows: The term of this Agreement (“Term”) shall commence on the Effective Date of Second Amendment and shall terminate on the “Termination Date. Notwithstanding any other provision set forth in this Agreement to the contrary, if any Party reasonably determines that the Effective Date of Second Amendment will not occur because (i) the Adopting Ordinance of Second Amendment or any of the Development Regulations approved on or before the Agreement Date of Second Amendment for the Project has/have been disapproved by City’s voters at a referendum election or (ii) a final non-appealable judgment is entered in a judicial action challenging the validity or legality of the Adopting Ordinance of Second Amendment, this Agreement, and/or any of the Development Regulations for the Project approved on or before the Agreement Date of Second Amendment such that this Agreement and/or any of such Development Regulations is/are invalid and unenforceable in whole or in such a substantial part that the judgment substantially impairs such Party’s rights or substantially increases its obligations or risks hereunder or thereunder, then such Party, in its sole and absolute discretion, shall have the right to terminate this Agreement upon delivery of a written notice of termination to the other Party, in which event neither Party shall have any further rights or obligations hereunder except that Property Owner’s indemnity obligations set forth in Article 10 shall remain in full force and effect and shall be enforceable, and the Development Regulations applicable to the Project and the Property only (but not those general Development Regulations applicable to other properties in the City) shall be repealed by the City after delivery of said notice of termination except for the Development Regulations that have been disapproved by City’s voters at a referendum election and, therefore, never took effect. The Termination Date shall be the earliest of the following dates: (i) the tenth (10th) anniversary of the Effective Date; (ii) such earlier date that this Agreement may be terminated in accordance with Articles 5, 7, and/or Section 8.3 of this Agreement and/or Sections 65865.1 and/or 65868 of the Development Agreement Statute; or (iii) completion of the Project in accordance with the terms of this Agreement, including Property Owner’s complete satisfaction, performance, and payment, as applicable, of all Development Exactions, the issuance of all required final occupancy permits, and acceptance by City or applicable public agency(ies) or private entity(ies) of all required offers of dedication. As used herein, the term “Lot Termination Date” for any separate legal lot within the Property means the date on which all of the following conditions have been satisfied with respect to said lot: (i) the lot has been finally subdivided and sold or leased (for a period longer than one year), individually or in a “bulk” of four or fewer lots, to a member of the public or other ultimate 92 5 user; (ii) a final Certificate of Occupancy or “Release of Utilities” has been issued for the building or buildings approved for construction on said lot Notwithstanding any other provision set forth in this Agreement to the contrary, the provisions set forth in Article 10 and Section 13.10 (as well as any other Property Owner obligations set forth in this Agreement that are expressly written to survive the Termination Date) shall survive the Termination Date of this Agreement. 3. Public Benefit Fee. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows: As consideration for City’s approval and performance of its obligations set forth in this Agreement, Property Owner shall pay to City a fee that shall be in addition to any other fee or charge to which the Property and the Project would otherwise be subject (herein, the “Public Benefit Fee”) in the total sum of five hundred two thousand two hundred fifty dollars ($502,250.00) broken down as follows: (i) ninety-three thousand dollars and 00/100 ($93,000.00 per residential dwelling unit) for a sum of four hundred sixty-five thousand dollars and 00/100 ($465,000.00) for the residential units; and (ii) ten dollars and 00/100 ($10.00) per square foot of construction for the three thousand seven hundred twenty-five (3,725) square foot Tennis Clubhouse for a sum of thirty-seven thousand two hundred fifty dollars ($37,250.00). with the unpaid balance of said Public Benefit Fee increased on the first January 1 following the Effective Date of this Agreement by the percentage increase in the CPI Index between the Effective Date and said January 1st date (the first “Adjustment Date”) and thereafter with the unpaid balance of said Public Benefit Fee increased on each subsequent January 1 during the Term of this Agreement (each, an “Adjustment Date”) by the percentage increase in the CPI Index in the year prior to the applicable Adjustment Date. The amount of the percentage increase in the CPI Index on the applicable Adjustment Dates shall in each instance be calculated based on the then most recently available CPI Index figures such that, for example, if the Effective Date of this Agreement falls on July 1 and the most recently available CPI Index figure on the first Adjustment Date (January 1 of the following year) is the CPI Index for November of the preceding year, the percentage increase in the CPI Index for that partial year (a 6-month period) shall be calculated by comparing the CPI Index for November of the preceding year with the CPI Index for May of the preceding year (a 6- month period). In no event, however, shall application of the CPI Index reduce the amount of the Public Benefit Fee (or unpaid portion thereof) below the amount in effect prior to any applicable Adjustment Date. Property Owner shall pay the Public Benefit Fee at the following time(s): (i) As to the residential dwelling units, prior to the issuance of the first building permit for any residential unit; and (ii) as to the tennis clubhouse, prior to the issuance of the first building permit. Notwithstanding any other provision set forth in this Agreement to the contrary, during the Term of this Agreement, City shall not increase the Public Benefit Fee except pursuant to the CPI Index as stated in this Section 3.1. The Public Fee Benefit Fee shall be calculated based on the total square feet of construction for the tennis clubhouse. Property Owner shall not be entitled to any credit or offset to the Public Benefit Fee for any existing buildings or structures. Property Owner acknowledges by its approval and execution of this Agreement that it is voluntarily agreeing to pay the Public Benefit Fee, that its obligation to pay the Public Benefit Fee is an essential term of this Agreement and is not severable from City’s obligations and Property Owner’s vesting rights to be acquired hereunder, and that Property Owner expressly waives any constitutional, statutory, or common law right it might have in the absence of this Agreement to protest or challenge the payment of such fee on any ground whatsoever, including without limitation pursuant to the Fifth 93 6 and Fourteenth Amendments to the United States Constitution, California Constitution Article I Section 19, the Mitigation Fee Act (California Government Code Section 66000 et seq.), or otherwise. In addition to any other remedy set forth in this Agreement for Property Owner’s default, if Property Owner shall fail to timely pay any portion of the Public Benefit Fee when due City shall have the right to withhold issuance of any further building permits, occupancy permits, or other development or building permits for the Development Plan. 4. Amendment or Cancellation of Agreement. Section 5 of the Agreement is hereby amended in its entirety to read as follows This Agreement may be amended or canceled in whole or in part only by mutual written and executed consent of the Parties in compliance with California Government Code Section 65868 and Newport Beach Municipal Code Section 15.45.070 or by unilateral termination by City in the event of an uncured default of Property Owner. 5. Procedure. Section 7.3 of the Agreement is hereby amended in its entirety to read as follows: The Zoning Administrator shall conduct a duly noticed hearing and shall determine, on the basis of substantial evidence, whether or not Property Owner has, for the period under review, complied with the terms of this Agreement. If the Zoning Administrator finds that Property Owner has so complied, the annual review shall be concluded. If the Zoning Administrator finds, on the basis of substantial evidence, that Property Owner has not so complied, written notice shall be sent to Property Owner by first class mail of the Zoning Administrator’s finding of non-compliance, and Property Owner shall be given at least ten (10) calendar days to cure any noncompliance that relates to the payment of money and thirty (30) calendar days to cure any other type of noncompliance. If a cure not relating to the payment of money cannot be completed within thirty (30) calendar days for reasons which are beyond the control of Property Owner, Property Owner must commence the cure within such thirty (30) calendar days and diligently pursue such cure to completion. If Property Owner fails to cure such noncompliance within the time(s) set forth above, such failure shall be considered to be a Default and City shall be entitled to exercise the remedies set forth in Article 8 below. 6. General Provisions. Section 8.1 of the Agreement is hereby amended in its entirety to read as follows: In the event of any material default, breach, or violation of the terms of this Agreement (“Default”), the Party alleging a Default shall deliver a written notice (each, a “Notice of Default”) to the defaulting Party. The Notice of Default shall specify the nature of the alleged Default and a reasonable manner and sufficient period of time (twenty (20) calendar days if the Default relates to the failure to timely make a monetary payment due hereunder and not less than thirty (30) calendar days in the event of non-monetary Defaults) in which the Default must be cured (“Cure Period”). During the Cure Period, the Party charged shall not be considered in Default for the purposes of termination of this Agreement or institution of legal proceedings. If the alleged Default is cured within the Cure Period, then the Default thereafter shall be deemed not to exist. If a non-monetary Default cannot be cured during the Cure Period with the exercise of commercially reasonable diligence, the defaulting Party must promptly commence to cure as quickly as possible, and in no event later than thirty (30) calendar days after it receives the Notice of Default, and thereafter diligently pursue said cure to completion. Notwithstanding the 94 7 foregoing, the City is not required to give Property Owner notice of default and may immediately pursue remedies for a Property Owner Default that result in an immediate threat to public health, safety or welfare. 7. Full Force and Effect. Except as modified by this Second Amendment, the entire Agreement, First Amendment its exhibits, and the exhibits attached hereto, are incorporated herein to this Second Amendment and shall remain in full force and effect. 8. Recitals. The Recitals set forth above are true and correct and incorporated herein by reference. 9. Recordation. The City Clerk 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 65858.5 and Section 15.45.100 of the NBMC. [SIGNATURES ON NEXT PAGE] 95 8 SIGNATURE PAGE TO FIRST AMENDMENT TO DEVELOPMENT AGREEMENT “PROPERTY OWNER” GOLF REALTY FUND, a California limited partnership By: Its: By: Its: “CITY” CITY OF NEWPORT BEACH, a California municipal corporation By: Kevin Muldoon, Mayor ATTEST: Leilani I. Brown, City Clerk APPROVED AS TO FORM: Aaron C. Harp, City Attorney Attachments: Exhibit A – Legal Description of Property Exhibit B – Depiction of Property Exhibit C – Development Agreement Recorded January 29, 2014 Exhibit D – First Amendment to Development Agreement 96 9 ACKNOWLEDGMENT State of California County of ______________________} ss. 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 ______________________} ss. 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. 97 A-1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY PARCELS A, B, C AND D OF PARCEL MAP 2016-151, LOCATED IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 402 PAGES 24 THROUGH 32 INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID COUNTY. 98 B-1 EXHIBIT B DEPICTION OF PROPERTY 99 C-1 EXHIBIT C DEVELOPMENT AGREEMENT BETWEEN CITY OF NEWPORT BEACH AND GOLF REALTY FUND RECORDED JANUARY 29, 2014 Available separately due to bulk at: https://www.newportbeachca.gov/government/departments/community-development/planning- division/development-agreements 100 D-1 EXHIBIT D FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN CITY OF NEWPORT BEACH AND GOLF REALTY FUND 101 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 First Amendment 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 §§ 6103 and 27383. FIRST AMENDMENT TO DEVELOPMENT AGREEMENT between CITY OF NEWPORT BEACH and GOLF REALTY FUND CONCERNING PROPERTIES LOCATED AT TENNIS CLUB AT NEWPORT BEACH WITHIN THE NEWPORT BEACH COUNTRY CLUB PLANNED COMMUNITY DISTRICT 102 1 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (Pursuant to California Government Code Sections 65864-65869.5) This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (the “First Amendment”) is entered into and effective on the date it is recorded with the Orange County Recorder (“Effective Date”) by and between the CITY OF NEWPORT BEACH (“City”), and GOLF REALTY FUND, a California limited partnership “Property Owner”). City and Property Owner are sometimes collectively referred to in this First Amendment as the “Parties” and individually as a “Party.” RECITALS A. Property Owner is the managing owner of and owns a fee interest in title to that certain real property located in the City of Newport Beach, County of Orange, State of California which is more particularly described in the legal description attached as Exhibit “A” and depicted on the site map attached hereto as Exhibit “B” (“Property”). The Property consists of approximately seven (7) acres within the area shown on the City’s Zoning Map as the Newport Beach Country Club Planned Community District. The Property comprises the Tennis Club at Newport Beach site shown on Exhibit “B” which consists of The Villas Sub-Area, The Tennis Club Sub-Area, and The Bungalows Sub-Area. B. City and Property Owner entered into that certain Development Agreement between the City of Newport Beach and Golf Realty Fund dated March 27, 2012, and recorded in the Official Records of Orange County on January 29, 2014, as document number 2014000036369 (“Agreement”) attached hereto as Exhibit “C” with a ten (10) year term. C. On November 20, 2018, the City approved Coastal Development Permit No. CD2017-039 to allow the demolition of the 18 existing tennis courts and construction of the Tennis Club, Villas and Bungalows at the Tennis Property, however, the Agreement was not amended or modified. D. The Parties now wish to enter into that First Amendment extending the term for an additional year and updating certain provisions. E. On May 12, 2022, the Planning Commission opened the noticed public hearing on this First Amendment and continued the item to May 26, 2022. F. On May 26, 2022, the Planning Commission held the public hearing on this First Amendment and considered the testimony and information submitted by City staff, Property Owner, and members of the public. Consistent with applicable provisions of the Development Agreement Statute and Ordinance, the Planning Commission adopted Resolution No. PC2022-008, recommending the City Council approve this First Amendment. 103 104 105 106 107 108 109 110 Planning Commission Resolution No. PC2022-022 Page 33 of 43 EXHIBIT “F” CONDITIONS OF APPROVAL (Project-specific conditions are in italics) Planning Division 1. The project shall be in substantial conformance with the approved site plan, floor plans and building elevations stamped and dated with the date of this approval (except as modified by applicable conditions of approval). 2. The project is subject to compliance with all applicable submittals approved by the City of Newport Beach (“City”) and all applicable City ordinances, policies, and standards, unless specifically waived or modified by the conditions of approval. 3. Notwithstanding the legislative actions (ie. General Plan Amendment, Planned Community Development Plan, and Local Coastal Program Amendment) activities reviewed under Planning Activity No. PA2021-260 shall expire unless exercised within 24 months from the date of approval as specified in Section 20.54.060 of the Newport Beach Municipal Code, unless an extension is otherwise granted by the City for a period of time provided for in the Development Agreement pursuant to the provisions of California Government Code Section 66452.6(a). 4. The Vesting Tentative Tract Map Amendment, as reviewed under Planning Activity No. PA2021-260, shall expire in accordance with the Subdivision Code, unless an extension is otherwise granted consistent with the Subdivision Code and Subdivision Map Act. The expiration date shall be extended for the unexpired term of the Second Amendment to Development Agreement between City of Newport Beach and Golf Realty Fund. 5. The project shall consist of the followings: a. Tennis Club: A 3,725 square-foot tennis clubhouse and eight (8) tennis courts; b. Hotel: Forty-one (41) hotel rooms of 47,484 square feet, a 2,200 square-foot concierge and guest meeting facility, a 7,500 square-foot spa/fitness center, and 4,686 square feet of ancillary uses; and c. Residential: two (2) single-family units and three (3) condominium units 6. The project shall be subject to all applicable development standards prescribed in Planned Community Development Plan Amendment, as reviewed under Planning Activity No. PA2021-260, for the Tennis Club site, such as but not limited to, building height, building setbacks, parking, lighting, sign standards, etc. 7. Upon the effective date of Local Coastal Program Implementation Plan Amendment, as reviewed under Planning Activity No. PA2021-260, Site Development Permit No. 111 Planning Commission Resolution No. PC2022-022 Page 34 of 43 SD2011-002, Limited Term Permit No. XP2011-004, and Vesting Tentative Map No. NT2005-003, approved for the Approved Project, shall be deemed of no further force. 8. The temporary modular building to accommodate on-going tennis club operation during the construction of new tennis clubhouse shall be located on the existing tennis courts, shall not interfere with the construction activities or parking, and shall be removed from the project site upon completion/occupancy of the new clubhouse. 9. Prior to the issuance of a building permit, the applicant shall pay all applicable development fees (i.e. school, park in-lieu, transportation corridor agency), unless otherwise addressed separately in the Development Agreement. 10. Prior to recordation of the Final Tract Map and the issuance of building permits, the Final Tract Map shall be signed by all of the current record owners of the property, which presently include: (1) Elliot Feuerstein as Managing Member of Mesa Shopping Center- West LLC; (2) Elliot Feuerstein as Managing Member of Mesa Shopping Center-East LLC; (3) Irving Chase as General Partner of Fainbarg III L.P.; and (4) Robert O Hill as Executive Director of Golf Realty Fund LP. 11. Any substantial change to the approved plans, shall require an amendment to all non- legislative activities reviewed under Planning Activity No. PA2021-260, or the processing of new permits. 12. This Site Development Review, Coastal Development Permit, and Limited Term Permit may be modified or revoked by the City Council or Planning Commission should they determine that the proposed development, uses, and/or conditions under which it is being operated or maintained is detrimental to the public health, welfare or materially injurious to property or improvements in the vicinity or if the property is operated or maintained so as to constitute a public nuisance. 13. A copy of the Resolution, including conditions of approval Exhibit “F” shall be incorporated into the Building Division and field sets of plans prior to issuance of the building permits. 14. Prior to the issuance of a building permit, the applicant shall submit to the Planning Division an additional copy of the approved architectural plans for inclusion in the Site Development Review file. The plans shall be identical to those approved by all City departments for building permit issuance. The approved copy shall include architectural sheets only and shall be reduced in size to 11 inches by 17 inches. The plans shall accurately depict the elements approved by this Site Development Review and shall highlight the approved elements such that they are readily discernible from other elements of the plans. 15. Prior to the issuance of a building permit, the applicant shall submit a landscape and irrigation plan prepared by a licensed landscape architect. These plans shall incorporate drought tolerant plantings and water efficient irrigation practices, and the plans shall be approved by the Planning Division. 112 Planning Commission Resolution No. PC2022-022 Page 35 of 43 16. All landscape materials and irrigation systems shall be maintained in accordance with the approved landscape plan. All landscaped areas shall be maintained in a healthy and growing condition and shall receive regular pruning, fertilizing, mowing and trimming. All landscaped areas shall be kept free of weeds and debris. All irrigation systems shall be kept operable, including adjustments, replacements, repairs, and cleaning as part of regular maintenance. 17. Prior to the final of issuance of a certificate of occupancy, the applicant shall schedule an inspection by the Planning Division to confirm that all landscaping was installed in accordance with the approved plan. 18. Prior to the issuance of a building permit, the applicant shall prepare photometric study in conjunction with a final lighting plan for approval by the Planning Division. The survey shall show that lighting values are “1” or less at all property lines. 19. Lighting shall be in compliance with applicable standards of Planned Community Development Plan Amendment, as reviewed under Planning Activity No. PA2021-260 and Section 20.30.070 of the Newport Beach Municipal Code. Exterior on-site lighting shall be shielded and confined within site boundaries. No direct rays or glare are permitted to shine onto public streets or adjacent sites or create a public nuisance. "Walpak" and up-lighting type fixtures are not permitted. Parking area lighting shall have zero cut-off fixtures. 20. The entire project shall not be excessively illuminated based on the outdoor lighting standards contained within Section 20.30.070 of the Newport Beach Municipal Code, or, if in the opinion of the Community Development Director, the illumination creates an unacceptable negative impact on surrounding land uses or environmental resources. The Community Development Director may order the dimming of light sources or other remediation upon finding that the site is excessively illuminated. 21. Prior to the final of issuance of a certificate of occupancy or final of building permits for each component of the project (i.e. residential, hotel, or tennis club), the applicant shall schedule an evening inspection by the Code Enforcement Division to confirm control of all lighting sources. 22. Prior to the issuance of a building permit, the applicant shall pay any unpaid administrative costs associated with the processing of this application to the Planning Division. 23. All noise generated by the proposed use shall comply with the provisions of Chapter 10.26 and other applicable noise control requirements of the Newport Beach Municipal Code. The maximum noise shall be limited to no more than depicted below for the specified time periods unless the ambient noise level is higher: Between the hours of 7:00AM and 10:00PM Between the hours of 10:00PM and 7:00AM Location Interior Exterior Interior Exterior 113 Planning Commission Resolution No. PC2022-022 Page 36 of 43 Residential Property 45dBA 55dBA 40dBA 50dBA Residential Property located within 100 feet of a commercial property 45dBA 60dBA 45dBA 50dBA Mixed Use Property 45dBA 60dBA 45dBA 50dBA Commercial Property N/A 65dBA N/A 60dBA 24. The construction and equipment staging area for each phase of the project shall be located in the least visually prominent area on the site and shall be properly maintained and/or screened to minimize potential unsightly conditions. 25. A screen and security fence that is a minimum of six feet high shall be placed around the construction site during construction for each phase of the project. 26. Construction equipment and materials shall be properly stored on the site when not in use for each phase of the project. 27. Should the property be sold or otherwise come under different ownership, any future owners or assignees shall be notified of the conditions of this approval by either the current business owner, property owner or the leasing agent. 28. Construction activities shall comply with Section 10.28.040 of the Newport Beach Municipal Code, which restricts hours of noise-generating construction activities that produce noise to between the hours of 7:00 a.m. and 6:30 p.m., Monday through Friday, and 8:00 a.m. and 6:00 p.m. on Saturday. Noise-generating construction activities are not allowed on Sundays or Holidays. 29. Deliveries and refuse collection for the facility shall be prohibited between the hours of 10:00 p.m. and 7:00 a.m. on weekdays and Saturdays and between the hours of 10:00 p.m. and 9:00 a.m. on Sundays and Federal holidays, unless otherwise approved by the Director of Community Development. 30. A Special Events Permit is required for any event or promotional activity outside the normal operational characteristics of the approved use, as conditioned, or that would attract large crowds, involve the sale of alcoholic beverages, include any form of on-site media broadcast, or any other activities as specified in the Newport Beach Municipal Code to require such permits. 31. All proposed signs shall be in conformance with the provision of the Planned Community Development Plan Amendment, as reviewed under Planning Activity No. PA2021-260, and Chapter 20.42 of the Newport Beach Municipal Code and shall be reviewed and approved by the City Traffic Engineer if located adjacent to the vehicular ingress and egress. 32. The final location of the signs shall be reviewed by the City Traffic Engineer and shall conform to City Standard 110-L to ensure that adequate vehicular sight distance is provided. 33. To the fullest extent permitted by law, applicant shall indemnify, defend and hold harmless City, its City Council, its boards and commissions, officials, officers, employees, and agents 114 Planning Commission Resolution No. PC2022-022 Page 37 of 43 from and against any and all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including without limitation, attorney’s fees, disbursements and court costs) of every kind and nature whatsoever which may arise from or in any manner relate (directly or indirectly) to City’s approval of The Tennis at Newport Beach Project Amendment including, but not limited to, General Plan Amendment, Local Coastal Land Use Plan Amendment, Planned Community Development Plan Amendment, Amendment to Major Site Development Review No. SD2011-002, Amendment to Coastal Development Permit No. CD2017-039, Amendment to Vesting Tentative Tract Map No. NT2005- 003, Amendment to Limited Term Permit No. XP2011-004, & Second Amendment to Development Agreement No. DA2008-001 (PA2021-260). This indemnification shall include, but not be limited to, damages awarded against the City, if any, costs of suit, attorneys' fees, and other expenses incurred in connection with such claim, action, causes of action, suit or proceeding whether incurred by applicant, City, and/or the parties initiating or bringing such proceeding. The applicant shall indemnify the City for all of City's costs, attorneys' fees, and damages which City incurs in enforcing the indemnification provisions set forth in this condition. The applicant shall pay to the City upon demand any amount owed to the City pursuant to the indemnification requirements prescribed in this condition. Fire Department 34. An automatic fire sprinkler system shall be required for the residential and hotel components of the project. 35. A fire alarm system shall be required for the hotel component of the project. 36. A Fire Master Plan shall be submitted to the Fire Prevention Division for approval. The plan shall include information on the following (but not limited to) subjects: fire department vehicle access to the project site, secondary emergency vehicle access, firefighter access (hose pull) around structures, fire lane identification, location of fire hydrants and other fire department appliances, and the location and type of gates or barriers that restrict ingress/egress. 37. All portions of the perimeter of all structures shall be located within 150’ of a fire lane as measured along an approved route. A portion of the proposed structure exceeding this distance is considered “out of access” and shall be corrected during plan check review by one of the following methods: a. Provide additional fire lanes to bring the entire structure “in access”, or b. Propose an alternate form of mitigation via the Alternate Methods and Materials provisions of the fire code for the Fire Marshal’s review. There is no guarantee that the Alternate Methods and Materials proposal will be approved as proposed. 38. Fire department access roads shall comply with Newport Beach Fire Guidelines C.01 and C.02. 115 Planning Commission Resolution No. PC2022-022 Page 38 of 43 39. Approved fire apparatus access roads shall be provided for every facility, building or portion of a building hereafter constructed or moved into or within the jurisdiction. The fire apparatus access road shall comply with the requirements of this section and shall extend to within 150 feet (45 720 mm) of all portions of the facility and all portions of the exterior walls of the first story of the building as measured by an approved route around the exterior of the building or facility. 40. An approved water supply capable of supplying the required fire flow for fire protection shall be provided to the premises. Fire-flow requirements for buildings or portions of buildings and facilities shall be determined by Appendix B of the 2019 California Fire Code. 41. Fire hydrants shall be spaced along fire department access roads in compliance with the 2019 California Fire Code Appendix C. 42. Where a portion of the facility or building hereafter constructed or moved into or within the jurisdiction is more than 400 feet from a hydrant on a fire apparatus access road, as measured by an approved route around the exterior of the facility or building, on-site fire hydrants and mains shall be provided. 43. Additional facilities or changes to the current facilities shall require submitted plans to the Newport Beach Fire Prevention Division for all changes, additions and modifications to existing or new fire protection systems. 44. The use or storage of portable propane heaters shall be prohibited. Heaters for future outdoor areas shall be fixed and plumbed with natural gas. 45. All fire hydrants and fire access road shall be installed and approved by the Fire Department prior to the delivery of combustible material on site. Building Division 46. Pursuant to CBC Chapter 1, Division 1.9, all temporary construction trailers, modular office buildings, and safe pedestrian passageways around the construction sites shall be disabled accessible. 47. All temporary modular office buildings shall be approved by the State of California for the proposed use. 48. Foundations for temporary construction trailers and modular office buildings shall be designed to provide anchorage for these structures against seismic and wind loads; and provided with temporary utility connections. 49. The applicant is required to obtain all applicable permits from the City’s Building Division and Fire Department. The construction plans must comply with the most recent, City- adopted version of the California Building Code. The construction plans must meet all 116 Planning Commission Resolution No. PC2022-022 Page 39 of 43 applicable State Disabilities Access requirements. Approval from the Orange County Health Department is required prior to the issuance of a building permit. 50. The applicant shall employ the following best available control measures (“BACMs”) to reduce construction-related air quality impacts: Dust Control • Water all active construction areas at least twice daily. • Cover all haul trucks or maintain at least two feet of freeboard. • Pave or apply water four times daily to all unpaved parking or staging areas. • Sweep or wash any site access points within two hours of any visible dirt deposits on any public roadway. • Cover or water twice daily any on-site stockpiles of debris, dirt or other dusty material. • Suspend all operations on any unpaved surface if winds exceed 25 mph. Emissions • Require 90-day low-NOx tune-ups for off road equipment. • Limit allowable idling to 30 minutes for trucks and heavy equipment. Off-Site Impacts • Encourage car-pooling for construction workers. • Limit lane closures to off-peak travel periods. • Park construction vehicles off traveled roadways. • Wet down or cover dirt hauled off-site. • Sweep access points daily. • Encourage receipt of materials during non-peak traffic hours. • Sandbag construction sites for erosion control. Fill Placement • The number and type of equipment for dirt pushing will be limited on any day to ensure that SCAQMD significance thresholds are not exceeded. • Maintain and utilize a continuous water application system during earth placement and compaction to achieve a 10 percent (10%) soil moisture content in the top six-inch surface layer, subject to review/discretion of the geotechnical engineer. 51. Prior to the issuance of a grading permit, a Storm Water Pollution Prevention Plan (SWPPP) and Notice of Intent (NOI) to comply with the General Permit for Construction Activities shall be prepared, submitted to the State Water Quality Control Board for approval and made part of the construction program. The project applicant will provide the City with a copy of the NOI and their application check as proof of filing with the State Water Quality Control Board. This plan will detail measures and practices that will be in effect during construction to minimize the project’s impact on water quality. 52. Prior to the issuance of a grading permit, the applicant shall prepare and submit a Water Quality Management Plan (WQMP) for the proposed project, subject to the approval of the Building Division and Code and Water Quality Enforcement Division. The WQMP shall provide appropriate Best Management Practices (BMPs) to ensure that no 117 Planning Commission Resolution No. PC2022-022 Page 40 of 43 violations of water quality standards or waste discharge requirements occur, and must show amount of stormwater retained prior to going into the proprietary filtration system. 53. A list of “good housekeeping” practices will be incorporated into the long-term post- construction operation of the site to minimize the likelihood that pollutants will be used, stored or spilled on the site that could impair water quality. These may include frequent parking area vacuum truck sweeping, removal of wastes or spills, limited use of harmful fertilizers or pesticides, and the diversion of storm water away from potential sources of pollution (e.g., trash receptacles and parking structures). The Stage 2 WQMP shall list and describe all structural and non-structural BMPs. In addition, the WQMP must also identify the entity responsible for the long-term inspection, maintenance, and funding for all structural (and if applicable Treatment Control) BMPs. Public Works Department 54. The Final Tract Map shall be legible, scaled, dimensioned, and complete with all necessary pertinent information and details such as easement limits and descriptions; annotated lot lines, centerlines, and boundary lines; signature certificates; curve and line tables; etc. 55. The Final Tract Map shall be prepared on the California coordinate system (NAD88). Prior to Map recordation, the surveyor/engineer preparing the Map shall submit to the County Surveyor and the City of Newport Beach a digital-graphic file of said Map in a manner described in the Orange County Subdivision Code and Orange County Subdivision Manual. The Final Tract Map to be submitted to the City of Newport Beach shall comply with the City's CADD Standards. Scanned images will not be accepted. 56. Prior to recordation, the Final Map boundary shall be tied onto the Horizontal Control System established by the County Surveyor in a manner described in Sections 7-9-330 and 7-9-337 of the Orange County Subdivision Code and Orange County Subdivision Manual, Subarticle 18. Monuments (one-inch iron pipe with tag) shall be set On Each Lot Corner unless otherwise approved by the City Engineer. Monuments shall be protected in place if installed prior to completion of construction project. 57. A hydrology and hydraulic study and a master plan of water, sewer and storm drain facilities for the on-site improvements shall be prepared by the applicant and approved by the Public Works Department prior to Final Tract Map recordation. 58. Easements for public emergency and security ingress/egress, weekly refuse service, and public utility purposes on all private streets shall be dedicated to the City. 59. No structures shall be constructed within the limits of any utility easements. 60. All easements shall be recorded as a part of the Final Tract Map. 61. All applicable fees shall be paid prior to the City approval of the Final Tract Map. 118 Planning Commission Resolution No. PC2022-022 Page 41 of 43 62. Construction surety in a form acceptable to the City, guaranteeing the completion of the various required public improvements, shall be submitted to the Public Works Department prior to the City approval of the Final Tract Map. 63. Street, drainage and utility improvements shall be submitted on City standard improvement plan formats. All plan sheets shall be sealed and signed by the California licensed professionals responsible for the designs shown on the Plans. 64. All improvements shall be designed and constructed in accordance with the current edition of the City Design Criteria, Standard Special Provisions, and Standard Drawings. 65. All storm drains and sanitary sewer mains shall be installed with MacWrap. 66. All runoff discharges shall comply with the City's water quality and on-site non-storm runoff retention requirements. 67. New concrete sidewalks, curbs, gutters, curb disabled access ramps, roadway pavement, traffic detector loops, traffic signal devices, and street trees shall be installed along the development's Coast Highway frontage. 68. Public improvements may be required along the development's Granville Drive frontage upon building permit plan check submittal. 69. All on-site drainage, sanitary sewer, water and electrical systems shall be privately owned, operated, and maintained. The water system shall be owned operate and maintained by the City. 70. All curb return radii shall be 5-feet (5') minimum. 71. Each detached residential dwelling unit or bungalow building shall be served with an individual water service and sewer lateral connection. 72. All overhead utilities serving the entire proposed development shall be made underground. 73. ADA compliant curb ramps shall be installed within the interior parking area. 74. The intersection of the public streets, internal roadways, and drive aisle shall be designed to provide adequate sight distance per City of Newport Beach Standard Drawing Standard105. Slopes, landscaping, walls, signs, and other obstructions shall be considered in the sight distance requirements. Landscaping within the sight lines (sight cone) shall not exceed 24-inches in height and the monument identification sign must be located outside the line of sight cone. The sight distance may be modified at non-critical locations, subject to approval by the Traffic Engineer. 119 Planning Commission Resolution No. PC2022-022 Page 42 of 43 75. Any damage to public improvements within the public right-of-way attributable to on- site development may require additional reconstruction within the public right-of-way at the discretion of the Public Works Inspector. 76. The parking lot and vehicular circulation system shall be subject to further review and approval by the City Traffic Engineer. Parking layout shall be per City Standard 805. Parking layout shall be full dimensioned. On-street parking spaces shall be 8 feet wide by 22 feet long. Drive aisles to parking areas shall be 26 feet wide minimum. The one- way drive aisle adjacent to the hotel's concierge office and guest meeting building shall be 14 feet wide minimum with no parking, otherwise the drive aisle shall be widened to accommodate parking. 77. Cul-de-sacs shall comply with City Standards 102 and 103 and shall have a minimum diameter of 80 feet curb to curb. 78. County Sanitation District fees shall be paid prior to the issuance of any building permits. 79. Prior to the issuance of a building permit, a sewer and water demand study shall be submitted for review by the Public Works and Utilities Department. 80. Prior to the commencement of demolition and grading of the project, the applicant shall submit a construction management plan (CMP) to be reviewed and approved by the Community Development Director, City Fire Marshal, and City Traffic Engineer. The plan shall include discussion of project phasing, parking arrangements during construction, anticipated haul routes and construction mitigation. Upon approval of the CMP, the applicant shall be responsible for implementing and complying with the stipulations set forth in the approved CMP. 81. Prior to the issuance of a building permit, a sewer system management plan shall be submitted for review and approval by the Public Works and Utilities Department. 82. Prior to the issuance of a building permit, various water and sewer easement for City mains located on the adjacent properties shall be obtained and conveyed to the City. 83. A storm drain easement on behalf of the project shall be obtained from the adjacent property owner prior to issuance of a building permit. Provide documentation of said easement. 84. The City sewer manhole located within 1600 East Coast Highway shall be relocated to an area outside of the landscape and parking stalls. The manhole location shall be accessible at all time. A new sewer easement shall be provided for the sewer manhole and sewer main within the 1600 East Coast Highway property. 85. The public sewer connection to the OCSD main shall utilize the existing OCSD manhole located within East Coast Highway unless otherwise approved by OCSD and the City. Final design shall be approved by OCSD and the City. 120 Planning Commission Resolution No. PC2022-022 Page 43 of 43 86. The existing private sewer main from the proposed point of connection to the City’s manhole located near East Coast Highway shall be video inspected and any damage repaired prior. 87. Utility easements shall be provided for all City water meters, fire hydrants, valves and back flow devices. 121 INTENTIONALLY BLANK PAGE122 Attachment No. PC 2 Project Description 123 INTENTIONALLY BLANK PAGE124 NBCC Tennis Property Entitlement Amendment & Project Description The 145-acre Newport Beach Country Club Planned Community District (PCD) is in the Newport Center Planning Area and is comprised of the existing Golf Club Property and the Tennis Club Property, both located in the Ll Statistical Area of the 2006 General Plan. The Tennis Property is represented as Anomaly 46 in the General Plan Land Use Element with a Land Use Designation of MU-H3/PR with a California Coastal Development Permit and all subject to a Development Agreement. The existing approved entitlements also consist of NBCC Planned Community Zoning with the Bungalows, Villas, and Tennis Club/Spa/Fitness PC Sub-Areas and Vesting Tentative Tract Map No. 15347. There is no Amendment to any approved entitlement proposed for the Golf Club Sub-Area. The project proposes 63,336 square feet of nonresidential floor area (0.43 FAR) for the hotel units, concierge & guest center, tennis clubhouse, and spa & fitness center, and 20,632 total square feet of residential floor area (0.14 FAR) for five residential dwelling units. The proposed density/intensity of both uses comply with the FAR limitations identified in the Coastal Land Use Plan. Tennis Property Entitlement Amendments: •Increase the number of approved tennis courts by one (1) for a total of eight (8) approved tennis courts as shown on the revised Master Plan. •Amend the approved number of visitor-serving boutique hotel units from twenty-seven (27) to forty-one (41), increasing the visitor-serving use by fourteen (14) hotel units which are referred to as “The Bungalows & Lofts.” •Add areas designed for Performance Therapy, Yoga Pavilion, and related Hotel/Spa/Fitness Office space on the first floor of the Bungalow Loft Building shown on the revised Master Plan, and which will be ancillary to the boutique hotel. •Eliminate three of the five residential homes, referred to as Villas C, D, and E, and replace them with three Penthouse condominiums. Two of the condominiums (Monarch Penthouse Condominium and Catalina Penthouse Condominium) will be in the Bungalow Loft Building located 125 in Lot 4 and the other condominium (Fairway Penthouse Condominium) will be in the Fairway Loft Building located in Lot 3. •The Tennis Clubhouse and Fitness & Spa Building remain unchanged but the architectural construction documents, need to be brought up to the new California Building Code requirements. •The Vesting Tract Map No. 15347, Final Vesting Tract Map No. 15347, and Improvement Plans have been revised to eliminate the three single family lots with homes, referred to as “Villas C, D, and E” on the existing approved entitlements and are replaced with two lots for the Fairway Lofts and Mayacama Bungalow as shown on the revised Master Plan. •The Development Agreement has been modified to reflect the above changes. •The California Coastal Permit has been modified to reflect the above changes. Impacts: The Traffic & Parking Study originally prepared by Kimley-Horn and Associates in August 2009 for the approved entitlements, was amended by LSA dated September 9, 2021 to reflect the amended Project, and indicates that the revised project (i) still has more parking than is required and (ii)“the revised proposed project continues to generate fewer daily trips and p.m. peak-hour trips compared to the existing uses,” (iii) “…does generate an increase of 5 trips in the a.m. peak- hour (4 inbound and 1 outbound) compared to existing uses. This increase, however, is nominal and would not result in any operational or LOS deficiencies.” The Fiscal and Economic Impact Study, completed by CBRE in July 2018, indicated that the approved entitlements will have a total economic impact of $24,153,000 annually for the City of Newport Beach and support 185 jobs. This also results in $842,400 in annual tax revenue for the City of Newport Beach. The financial impact is expected to increase pro rata, or approximately 52%, by the addition of 14 visitor serving Bungalows and/or Lofts in the revised project. This equates to $1,280,448 of annual tax revenue for the City. The approved and the proposed Amendments to the entitlements are consistent with and supportive of the policies and goals of the Land Use Element of the 2006 General Plan and the certified Local Coastal Plan. Vesting Tentative Tract Map 15347 as presented, addresses relevant findings within Sec. 19.12.70 of Title 19 (Subdivisions) of the Municipal Code, and is consistent with the Tennis Club residential, boutique hotel and ancillary commercial uses permitted by the MU-H3/PR designation. 126 Implementation: The NBCC Tennis Property will be ground leased to a hotel developer who will be required to build the planned improvements substantially similar to the site improvements, Tennis Clubhouse, Spa & Fitness Center, and Villas A & B shown on the Construction Documents, and the Bungalows and Lofts shown on the Schematic Drawings. The developer will also be required to complete these improvements in one phase and to maintain the current operator of the Tennis Club, Grand Slam Tennis, as the operating Tenant. Grand Slam Tennis will keep the Tennis Club open during construction per the Phasing Plans. Limited Term Information: There will be 2 modular trailers during the course of project construction. Both modular trailers will be roughly 33 feet in length by 13 feet in width. One modular trailer will be for the Construction offices and will be located in the Southwest corner of the site and the other trailer will be for the Tennis office and will be located at the Northern end of Court 14. The trailer containing the Tennis office will last through the completion of Phase IV and the trailer containing the Construction offices will last through the entire duration of the project. 127 The Bungalows/Lofts Approved v Plan B Summary Approved Sqft Tennis Clubhouse 3,725 3,725 - Tennis Courts +1 Tennis Court 7 Courts 8 Courts Hotel (Bungalows & Lofts)+14 units = 41 units 28,300 47,484 - Concierge Guest Center 2,200 2,200 4,686 +Performance Therapy N/A+Yoga Pavilion N/A+Office N/A+Common Area N/A 7,500 7,500 Residential (Condos & Villas)24,583 20,653- 3 Condominiums +Catalina Penthouse N/A+Monarch Penthouse N/A +Fairway Penthouse N/A- 2 Single Family Homes +Villa A 2,178 +Villa B 3,440 TOTAL 66,308 86,248 5,8434,509 4,683 N/A N/A No change 19,184 +1 Court Sub-Area Modification Net Sqft Change No change No change No change +19940 New Sqft 8526332,620581 (3,930) - Ancillary to Hotel + Spa/Fitness Center No change 128 Attachment No. PC 3 LSA’s Traffic & Parking Analysis Update 129 INTENTIONALLY BLANK PAGE130 CARLSBAD CLOVIS IRVINE LOS ANGELES PALM SPRINGS POINT RICHMOND RIVERSIDE ROSEVILLE SAN LUIS OBISPO 20 Executive Park, Suite 200, Irvine, California 92614 949.553.0666 www.lsa.net MEMORANDUM DATE: July 13, 2022 TO: Jonathan Bailey, Golf Realty Fund FROM: Ken Wilhelm, LSA SUBJECT: Newport Beach Country Club Traffic and Parking Analysis Update, Newport Beach, California In 2012, the City approved land use entitlements for the redevelopment of the Newport Beach Tennis Club site which consisted of 7 tennis courts, a 3,725-sf tennis clubhouse, and a 27-unit boutique hotel with a 2,200-sf concierge & guest center and a 7,500-sf spa facility (Approved Project). LSA prepared this traffic and parking analysis memorandum to update the Tennis Club site portion only that was analyzed in the 2009 Traffic and Parking Study prepared by Kimley-Horn and Associates for the Newport Beach Country Club Project for the Tennis Club and Golf Club site. The Tennis Club site is presently improved with 24 tennis courts, a 3,725-sf tennis clubhouse and 125 surface parking spaces. The 2009 Traffic and Parking Study analyzed removal of 17 tennis courts, reconstruction of tennis clubhouse, construction of a 27-unit hotel (The Bungalows) and 5 single- family homes (The Villas) on the Tennis Club site. The proposed project (Project), an amendment to the Approved Project, includes the addition of 1 tennis court and 14 hotel units referred to as bungalows/bungalow lofts/fairway lofts, with 4,686-sf of ancillary uses. Upon completion, Project will include a new 3,725-sf tennis clubhouse and 8 tennis courts, a 41-unit boutique hotel with 14,386-sf of ancillary uses which consists of 2,200-sf concierge & guest center, 7,500-sf spa & fitness center, and 4,686-sf of performance therapy, office, and yoga pavilion, and 3 attached condominiums, and 2 single-family detached houses. Figure 1 shows the project site plan. This traffic analysis memorandum identifies the trip generation and parking requirements based on the Project. The Newport Beach Country club golf course located immediately west of the subject site is not part of this analysis. TRIP GENERATION Based on the 2009 Traffic and Parking Study (provided in Attachment A), the Approved Project generated fewer daily trips and a.m. and p.m. peak-hour trips compared to the existing uses on site, including 24 tennis courts. The Project now includes a 3,725-sf tennis clubhouse and 8 tennis courts, a 41-unit boutique hotel with 14,386-sf of spa\fitness, performance therapy, yoga pavilion, concierge/guest center and office 131 2 use (ancillary to the bungalows), 3 attached residential condominiums units and 2 detached, single- family units. Table A presents the proposed project trip generation summary. 132 SOURCE: Stearns ArchitectureFEET3001500FIGURE 1I:\NBC2101\G\Site_Plan.ai (8/27/2021)Site PlanNewport Beach Country Club133 4 Table A: Project Trip Generation Summary Land Use Size Unit ADT AM Peak Hour PM Peak Hour In Out Total In Out Total Trip Rates1 Tennis Club2 Court 27.71 0.66 0.66 1.32 1.91 1.91 3.82 Hotel Room 7.99 0.26 0.20 0.46 0.30 0.29 0.59 Condominium DU 7.20 0.15 0.33 0.48 0.32 0.25 0.57 Single Family Detached Housing (The Villas) DU 9.43 0.18 0.52 0.70 0.59 0.35 0.94 Approved Project Trip Generation (2012) Tennis Club 7 Court 271 5 5 10 12 12 24 Hotel (Bungalow) 27 Room 221 9 6 15 8 8 16 Single Family Detached Housing (The Villas) 5 DU 48 1 3 4 3 2 5 Total Trip Generation 540 15 14 29 23 22 45 New Project Trip Generation Tennis Club 8 Court 222 5 6 11 15 15 30 Hotel (Bungalow/Bungalow Loft/Fairway Loft) 41 Room 328 11 8 19 12 12 24 Condominium 3 DU 22 0 1 1 1 1 2 Single Family Detached Housing (The Villas) 2 DU 19 0 1 1 1 1 2 Total Trip Generation 591 16 16 32 29 29 58 Net Trip Generation (New Project - Approved [2012]) 51 1 2 3 6 7 13 1 Trip rates referenced from the Institute of Transportation Engineers (ITE) Trip Generation Manual, 11th Edition (2021). Land Use Code 491 - Racquet/Tennis Club Land Use Code 310 - Hotel Land Use Code 215 - Single-Family Attached Housing Land Use Code 210 - Single-Family Detached Housing 2 The ITE Trip Generation Manual 11th Edition does not provide a.m. peak hour trip rates and the p.m. peak hour directional distribution. The a.m. peak hour trip rate and the p.m. peak hour directional distribution are referenced from the 2009 Traffic Study prepared by Kimley-Horn and Associates. ADT = average daily trips DU = dwelling unit As shown in Table A, with the addition of 1 tennis court and 14 hotel units, the Project would generate 51 additional daily trips, 3 additional trips in the a.m. peak hour, and 13 additional trips in the p.m. peak hour compared to the Approved Project. Based on the City of Newport Beach Traffic Phasing Ordinance, the Project would be exempt from a separate traffic impact study. The Project’s net daily trip generation is less than 300 average trips when compared to the existing land use (24 tennis courts). Pacific Coast Highway/Newport Center Drive is a City’s primary intersection, which is located adjacent to the project site. Given the anticipated future volumes at any legs of this intersection, the addition of 3 trips in the a.m. peak 134 5 hour and 13 trips in the p.m. peak hour compared to the Approved Project is not expected to increase the traffic at any legs of this intersection or any City intersections by 1 percent or more one year after the project completion. As such, a traffic impact analysis should not be required. PARKING Based on the 2009 Traffic and Parking Study, the Approved Project required 97 parking spaces using the approved parking rates outlined in the Newport Beach Country Club Planned Community District Plan (PCD Plan). The Approved Project provided 113 parking spaces on site, a surplus of 16 parking spaces. The proposed addition of 1 tennis court and 14 hotel units compared to the Approved Project would result in 93 required parking spaces. Table B presents a summary of the parking requirement for each use. As shown in Table B, the Project would provide a total parking supply of 131 spaces on site. As such, with the proposed changes, the Project would continue to meet the parking requirements outlined in the PCD Plan. There would be a surplus of 38 parking spaces provided on site. The ”tennis spa” component, which is now referred to as the Spa & Fitness Center, was counted as a separate part of the Approved Project in the 2009 Traffic and Parking Study and thus required its own parking spaces. The Spa & Fitness Center has now been correctly recategorized as being ancillary to the hotel, and not a separate part of the Project. This eliminates the previous parking space requirement for the Spa & Fitness Center and explains why the total amount of required parking has dropped from 97 spaces to 93 spaces despite the addition of 14 hotel units and 1 tennis court. Table B: Project Parking Demand Summary Land Use Size Parking Rate1 Parking Required Parking Provided Surplus (Deficit) Tennis Club 8 courts 4 spaces per court 32 51 19 Bungalow 41 units 1 space per unit 41 27 19 Bungalow Loft 1 space per unit 15 Fairway Loft 1 space per unit 18 Condominium 3 du 4 spaces per du 12 12 0 Single Family Detached Homes (The Villas) 2 du 4 spaces per du 8 8 0 Total 93 131 38 1 Parking rates referenced from the Newport Beach Country Club Planned Community District Plan Development Standards CONCLUSIONS The Newport Beach Country Club proposes a change to the land uses approved in 2012. As a result, the conclusions of the 2009 Traffic and Parking Study will remain. The Project would only generate 135 6 51 additional daily trips, 3 additional trips in the a.m. peak hour, and 13 additional trips in the p.m. peak hour compared to Approved Project. The addition of project trips in the peak hours compared to the Approved Project is not expected to increase the traffic at any legs of the City’s primary intersections by 1 percent or more one year after the project completion. As such, the Project is not anticipated to result in any operational or level of service (LOS) deficiencies with the proposed changes. Furthermore, the Project would continue to meet the parking requirements outlined in the PCD Plan. If you have any questions, please contact me at (949) 433-6429. Attachment: A – Newport Beach Country Club Clubhouse/Tennis Improvement Project Traffic Study (2009) 136 TRAFFIC AND PARKING ANALYSIS UPDATE MARCH 2022 NEWPORT BEACH COUNTRY CLUB NEWPORT BEACH, CALIFORNIA /Users/jonathanbailey/Downloads/2022 07-13 Traffic Summary Memo V6.docx (08/24/22) ATTACHMENT A NEWPORT BEACH COUNTRY CLUB CLUBHOUSE/TENNIS IMPROVEMENT PROJECT TRAFFIC STUDY (2009) 137 Traffic and Parking Evaluation for: Newport Beach Country Club Clubhouse I Tennis Improvement Project In the City of Newport Beach Prepared for: City of Newport Beach August.2009 ©KimIeyHorn and Associates,Inc 138 TRAFFIC AND PARKING EVALUATION FOR NEWPORT BEACH COUNTRY CLUI3 CLUBHOUSE /TENNIS IMPROVEMENT PROJECT IN THE CITY OF NEWPORT BEACH Preparedfor: City of Newport Beach PrL’pared by: Kimley-Horn and Associates,Inc. 765 I’he (‘ity 1)rive.Suite 400 Orange.California 92868 -l ugusl.200 139 TRAFFIC AND PARKING EVALUATiON FOR THE NEWLORT BEA(’H COUNTRY CLUB CLUBHOUSE I TENNIS IMPROVEMENT PROJECT IN THE CITY OF NEWPORT BEACH [ABLE OF CONTENTS INTRODUCTION I PROJLCI I)IiSCRIPTION I Existing Project I Proposed Project 2 PROJECT TRAFFIC 4 Project Irip Generation 4 SITE ACCESS AND CIRCULATiON SITE PARKING 7 LIST OF FIGURES Figure I -.Proposed Site Plan 3 F iiure 2 Proposed }mprvemenls to Irvine Terrace 6 LIST OF TABLES Table i Sunimar of Existing and Proposed uses 2 Table 2 Summary of Project Trip Generation 4 Table 3 Summary of Parking Rates 7 Table 4 —Summary of Parking Required and Provided 140 TRAFFIC AND PARKING EVALUATION FORTHE NEWPORT BEACH COUNTRY CLUB CLUBHOUSE I TENNIS IMPROVEMENT PROJECT IN THE CITY OF NEWPORT BEACH INTRODUCTION This report has been prepared to provide a traffic and parking evaluation for the proposed Neport I3each Country Club Clubhouse and lennis Improvenient Project.Newport Beach Country Club (NBCC)is an existing private golf and tennis club located on East Coast I lighway in the Cit of’Newport Beach.The NBCC owner proposes to remodel the facility to remove or reduce the size of some of the site facilities,increase others.and to add residential and resort lodging components Information for this report has been taken from the Newport Beach Country Club Planned Community District Plan (the PCD Plan),hich provides details about the proposed changes to the NBCC’site,and provides parking and development standards fir the proposed project. This report will provide a review of the proposed changes to the site uses,site access,and on-site circulation;and will provide an estimate of the change in traffic generation that would result from the proposed site changes.This report will also provide an evaluation of the proposed parking standards and the adequacy of the parking supply. PROJECT I)ESCRIPTION Existing Project The Newport Beach Country Club is located on the north side of East Coast I1igha,between Jamboree Road and Newport Center Drive,in the City of Newport Beach.Ihe site is comprised of private golf’club and tenms club Ilicilities,totaline,approximatel\145 acres. The goB’club portion of’the site consists of an I 8—hole championship golf course,putting green. golf clubhouse,and golf accessory buildings.The clubhouse contains dining and drinking areas for members,a pro shop,and men’s and oriien’s locker rooms.Golf accessor\buildings include a golf cart storage barn,a greens-keeper building,restroom facilities,a snack shack,and a starter shack,The tennis club portion of the site consists of a pro shop and lounge,locker rooms. and 24 tenms courts. NBCC Clubhouse I Tennis Improvement Project -1 -August,2009 Traffic and Parking Evaluation 141 The primary access to the Newport l3each (‘ountry Club is provided via a drive aisle that connects to the end of Irs me Terrace,v hich in turn connects to East Coast I lighway (State l-Iighwav I Irvine Terrace also provides access to the adjacent Corporate Plaza West development.Ike intersection of Irvine Terrace at East Coast I{ighwa is signalized. The maul NBCC drive aisle (labeled (‘ountrv Club l)rive on the site plaii splits in both directions from the end of Irvine Ferrace.ss ith the drive aisle to the left leading to the main parking area in front of the golf clubhouse,and the drive aisle to the right leading to the parking for the tennis courts.On the far side of the tennis parking area is a driveway connection to Granvihle Drise. which provides a direct connection to Newport Center Drive. Parking for NBCC consists of a large surface parking lot in front of the golf’clubhouse building with 420 parking spaces.and a surface lot adjacent to the tennis courts with 125 parking spaces Proposed Project The proposed project involves the remodel or replacement of sonic of’the site facilities,the removal of some Facilities,and the construction of a number of nes facilities.Upon completion. the site ssill consist of the 18-hole golf course,7 tennis courts.27 rental hungalos.and 5 custom single-family homes.A cops of the proposed project site plan is provided on Figure 1 A summar of the existing site uses and the proposed site changes is provided on Table I. TABLE I N I,WPORT BEACh (‘()UNTR\CLU B SUMMAR\OF EXISTING ANI)PROPOSEL)USES Quantity Land Use tlnits Existing Proposed (‘haiigc Golf Course I loles 18 18 I) I’ennisCourts Courts 24 7 -17 Bungalows Rooms 0 27 27 Villas Dwelling Units 0 5 5 1 he site plan indicates that the project entry and circulation through the site s dl be modified,and the parking areas ssill he recontigure(l.A total of 413 parking spaces will he provided to servc the ncs site uses. NBCC Clubhouse /Tennis Improvement Project -2 -August,2009 Traffic and Parking Evaluation 142 143 PROJECT TRAFFIC Project Trip Generation trip .Leneration estinuites for the proposed Neport Beach Country (‘lob project ‘cre derived 1mm the Institute of iransportation l:ngirieers (lIE)Trip Generation.(11 Edition)puhheation. Based on the existing and proposed land uses at the protect site,four I li Land Use Categories %ere used tbr this analvis; •Golf Course tCategory 430). •Racquet I Tennis Club (Category 491). •Hotel (Catego 310).and •Single-Family Residential (C’atego 210). [he daily and peak hour trip generation rates used fl,r each catego are shown on ‘fable 2 TABLE 2 NEWPORT BE.CH COUNTRY CLUB SL1MARi OF PROJECT [RIP (;ENER.V[ION ml)Generation Rates lYE ANI Peak Hour PM Ptak hour Land Ise (‘ode I.nit Daily In Out Total In Out I otat GolI(ourse 431)Hole 35.74 1.76 R47 2.23 1.23 151 2.74 lennistourts 491 (ourt 38.70 0.66 1L66 1.32 1.68 l.(8 336 I bid 3 Ii)Room 8.17 0.34 0.22 0.56 9,3 I I).28 059 Sin —lami h Residential 211)Ut 9.57 0,19 0.56 0.75 0.04(1 (1.371)I .01 ________ Trip Generation Estimates — AM Peak hour PM Peak hour Land Use Daily In Out Total In Out Total Existing Uses (olI’(’ourse 18 Holes__-643 32 8 40 22 27 49 I ennis Courts 24 (‘ourt.s 929 16 16 2 4(1 41)81) Total Trips -Existing Uses 1,572 48 24 72 62 6’7 129 Proposed Uses (ioIf Course 18 Holes (s4.32 8 4))22 27 39 FennisCouris 2 (‘ourls 271 5 5 10 2 2 24 Hotci (Gotfand tennis Bunuatows)27 Rooms 221 9 6 15 8 8 16 Sinte-FamiI Residential ((‘he \‘i(lu.s)5 II 48 1 3 4 3 2 5 ‘I otal Trips -l’roposed Uses 1,183 47 22 69 45 49 94 Net Ne [rips -389 -I -2 -3 -17 -IX -35 Source;Institute nilransportation nginecrs l’l’F)Fri p (ieneration publication 8th dition) lit’=l)elling t nit NBCC Clubhouse I Tennis Improvement Project -4 -August.2009 Traffic and Parking Evaluation 144 Trip generation lbr the existing and the proposed pmject uses are based on the land use quantities for each land use,as shown on Table 2.Trips generated by the existing land uses were cileiilated and subtracted from the trips that will he generated h’the proposed development. Table 2 shows that with the removal of 17 tennis courts,and the addition of 27 hotel rooms ([he Bungalows)and 5 custom homes (The Villas),the proposed Newport Beach Countr Club project is estimated to generate 39 léwer trips er day than the existing uses,with 3 fewer trips in the morning peak hour,and 35 few er trips in the evening peak hour. Since the proposed Newport Beach Countr Club project will generate less dail and peak hour trallic than the existing development on the site,no anaksis of the project’s traffic impact on the surrounding Street sstem is necessary. SITE ACCESS AND CIRCULATION ‘[he project site plan reflects proposed on—site changes to the main parking area in front of the Golf Clubhouse.including landscaping and beautification of the area,and minor changes to the site circulation The site’s access to the public street system at East Coast Ilighwav (via Irvine Terrace)and at (irauville Drive will remain. A copy of the proposed improvements on Irvine ‘lerrace is provided on Figure 2.Irvine lerrace will be improved to provide a landscaped median,and will he striped to delineate two inbound lanes and two outbound lanes.It is recommended that the Id-turn pocket at the intersection of E. Coast Highway be lengthened to provide a minimum of 100 let plus the transition. Access to the golf clubhouse will he improved as follows: •A new drive aisle with a drop—off area will he added to the front of’the clubhouse,A second internal entry’point to the main parking lot will be added at the northwest corner of the lot.The parking rows in the main both of the parking lot will he reconfigured to an east—west orientation,with access aisles provided on both ends of parking lot.l’ach of the drive aisles is shown to he 26 lèet in width,which provides adequate rooni br circulation.turning,and hacking for 90—degree parking spaces. •The secondary entrance to the golf course parking lot which is located itumediatel adlacent to the Irvine I’errace /East (‘oast Highway intersection,as well as the external drive aisle that runs parallel to East Coast Highway heteeii the parking lot and East Coast Highway.will he eliminated,and the affected area will be incorporated into the parking area, •Pedestrian access from the golf’course parking lot will be Irnpro ed h a pedestrian w alkw a with enhanced paving through the center of the parking lot.connecting directly to the golf clubhouse. NBCC Clubhouse /Tennis Improvement Project -5 -August,2009 Traffic and Parking Evaluation 145 NOTTOSCALEFIGURE2PROPOSEDCIRCULATIONMODIFICATIONS1A-IKimley—‘r;andAssociates,incj--iiiIJC,0flLENAA:A11,7OL-¶24onK:\cO\2SAC’K).\K..pta.KKeI,ya\NBCC-o’NI\2dS..&Itd-l146 Access to the tennis area and new development will he improved as follows: •‘[he drive aisle leadim.to the tennis area ill he shifted slightly to the south (closer to Last Coast I ligl1%ay)to accommodate the new development. •A ne access road and cul-de-sac will provide access to The Bungalov.s and to The Villas,which will be constructed on a portion of the area now developed with tennis courts.Parallel parking will be allowed along the road.hut not on thc cul—de—sac. •Small parking areas will be added by the tennis courts,tennis clubhouse,and hungalus. to provide convenient access for each of these uses. SITE PARKIN(; The de elopment standards in the Newport Beach (ountn Club Planned Cornmunit [)istrict Plan (PC’D Plan)include parking requirements for each of the proposed site uses.A surnmar of the parking rates specified in the Planned Community District Plan,compared to the parking code requirements spccmlied in the City of’New port Beach Zoning Code is provided on Table 3. TABLE 3 NEWPORT BEACH COUNTRY CLUB SUMMARY OF PARKIN(;RATES Parking Requirement Newport Beach Land Use NBCC PCD Plan Zoning Code As specified by the (loll Course 244 total Planning Director ‘l’ennis Club 4 per court 4 per court Tennis Spa 4 per 1,000 SF 4 per 1.000 SI: Bungalows (Bed &Breakfast)I per rental unit I per guest room,plus 2 2 covered mid 2 off ViHas (Single-Family Residence)Street per home 2 enclosed per unit As reflected on Fable 3.the parking standards proposed in the PC[)Plan are generally similar to the (‘ity’s parking code requirements.ith the exception of the parking requirement for the Golf Course.[he PC’D Plan has established a parking requirement of 244 park ing spaces for the Golf Course and the (iolfClubhouse.[he (‘itv’s Zoning Code does not specih a parking rate for golf’ courses,but rather indicates that the parking requirement for “other comiimercial recreation uses” viTI he ‘As specified h the Planning Director”. NBCC Clubhouse /Tenrus Improvement Project -‘7 -August.2009 Traffic and Parking Evaluation 147 Although the PCI)Plan does not provide a breakdown of how the 244-space requirement was derived,it appears to be reasonable,based on the following analysis: [he Institute of l’ransportation Engineers (lIE)Parking Generation publication contains parking rates for golf courses,based on empirical data collected at a number of golf course facilities. including 18-hole golf courses.The ITE data indicates that the parking demand for an I 8-hole golf course ranged from 8.33 to 10.33 parking spaces per hole.The average of each of the peak parking demands for all golf courses studied was 8.68 spaces per hole.if the highest parking rate of 10.33 spaces per hole is applied,the parking requirement for the NBCC golf course would he 186 spaces (18 holes x 10.33 spaces per hole =185.9 spaces). Assuming a worst-case condition during golf course operations.$of the 10.33 spaces per hole would account for a foursome on every hole,if every golfer drove their own vehicle to the golf course.This would Ieae 6.33 spaces per hole tbr other people waiting for their tee time,plus people on tile driving range,at the putting green.in the lounge,or in the restaurant. The parking requirement of 244 parking spaces suggested by the PCD Plan would provide an additional 58 spaces for parking demand that might occur above and beyond the 10.33 per hole (244 spaces required by the PUD Plan —186 spaces required using [FE maximum rates 58 additional spaces).A parking requirement of’244 spaces appears reasonable for the NI3C’C Golf Course and Clubhouse.The project site plan (Figure 1,previously presented)indicates that a total of 300 parking spaces are proposed for the golf course parking lot. The parking required for all of the uses proposed for the NBCC project is summarized on Table 4.Based on the parking requirements established by the PCD Plan,the proposed site uses would require 341 parking spaces. TABLE 4 NEVPORT BEACI-1 COUNTRY CLUB SUMMARY OF PARKING REQUIRED AND PROVIDEI) Parking Parking Parking Surplus Land Use Quantity Unit Rate Required Provided (Deficit) Golf Course 18 Hole NA 244 300 56 Tennis Club 7 Court 4 28 58 8TennisSpa5.56 KSF 4 22 ,low___27 Room I 27 34 7 Villas 5 DU 4 20 21 Total 341 313 72 ‘Source:Newport Beach Country Club Planned Community [)istrict Plan Development Standards NBCC Clubhouse I Tennis Improvement Project -8 -August,2009 Traffic and Parking Evaluation 148 The project site plan indicates that a total of 413 parking spaces ill he pros iJed.iesulting in a parking supply that exceeds the parking requirement h\7 spaces.Moreover.the parking suppl\ provided specifically for each individual use exceeds the parking required for that use.Most notably,the golf course parking lot will provide 300 spaces,which exceeds the 244-space requirement established by the PCD Plan by 56 spaces. The proposed parking supply of 413 spaces vill be adequate to meet the day-to-da parking needs of the proposed NBCC project. In addition to the on-site parking supply.the site plan indicates that the NBCC has a parking easement with the adjacent Corporate Plaza West dcelopment.A parking analysis prepared for the NBCC project (Neport l3each Country Club Parking Supply Analsis.LSA.August 20. 2008t indicates that through this parking easement.an additional 554 parking spaces ould be available to the NB(’C in the evenings and on eekends and holidays,if needed for parking oserl1os during tennis and golf events,The parking analysis also indicates that in the eent that a large gathering occurs during weekday business hours.hich would cause the parking demand to exceed the parking supply on a typical weekday,a separate Parking Management Plan would be required to address off-site parking needs. NBCC Clubhouse /Tennis Improvement Project -9 -August 2009 Traffic and Parking Evaluation 149 INTENTIONALLY BLANK PAGE150 Attachment No. PC 4 MurowDC’s Construction Management Plan 151 INTENTIONALLY BLANK PAGE152 Construction Traffic Management and Control Plan for Three thru Eleven Clubhouse Drive Newport Beach, California Prepared by MurowDC. Attn: Scott Porterfield, EVP. 1151 Duryea Ave, Irvine, California 92614 (714) 423-2362 / sporterfield@murowdc.com April 2022 153 Background Murow DC has been chosen as owner representative for site improvements for Tract 15347 and site and building improvements located on the “Tennis Property”, all within the Newport Beach Country Club Planned Community District. The project consists of the demolition of 15 of the existing tennis courts and associated existing tennis buildings, followed by site improvements for Tract 15347 on Parcel 2 of Parcel Map 2016-151, and site improvements and building of a new Tennis Clubhouse/Spa Building with a new stadium court, and 19 Bungalows and 22 Lofts totaling 41 visitor serving units with a concierge building and pool. A general contractor will be chosen by the hotel developer to construct the new site improvements and building in coordination with the attached Phasing Plans. This report is submitted for the City’s consideration to process various improvement plans which call for the preparation of a construction traffic management and control plan. Construction Timing/Hours of Operation The following conditions shall apply with respect to construction timing and hours of operation. 1) The normal hours for all construction activity at the project site, including hauling of material to and from the site will be Monday through Friday between the hours of 9 a.m. and 4:30 p.m. 2) To avoid the peak traffic hours during summer months (defined as beginning the Friday preceding Memorial Day and ending on Labor Day), hauling and deliveries will not be allowed between 7:00 a.m. to 9:00 a.m., and after 4:30 p.m. 3) No work will be allowed on weekends or holidays. 4) Concrete pours will occur during Phases III, IV & V. Pours may occur over a continuous 8 to 10 hour period, over several consecutive weekdays. No trucks involved in the concrete pours will require staging on public right-of-way. 5) All delivery of material and storage of material will occur on-site and no material delivery or storage of materials will be permitted within the public right-of-way. 6) All trucks and construction personnel traffic will enter and exit the site using the existing driveway from Pacific Coast Highway at Clubhouse Drive. All truck traffic will be coordinated at times which will cause the least inconvenience to the public. 154 7) All trucks and construction-related vehicles exiting the project site will be directed to yield at all times to public traffic. 8) Flaggers will be used to guide and control traffic, to minimize inconvenience to the public and enhance vehicle and pedestrian safety. 9) During concrete pours, concrete delivery trucks will be accommodated on-site. This will include the on-site provision of at least three queuing spaces, one each for vehicles preparing to exit the site, vehicles delivering concrete, and vehicles waiting to deliver. All trucks will be radio equipped so that trucks can be dispatched from the concrete batch plant as needed to avoid queuing in the area of the project site. No staging/queueing of trucks will be permitted within the public right-of-way. 10) Except in areas where existing tennis court fencing and windscreen remains, the contractor will install an 8 foot high Scrim Sheeted Chain link fence along the project site perimeter before excavation begins as a safety precaution and for aesthetics. Fencing shall not impact existing facilities and utilities. 11) The contractor will have a designated employee controlling the logistics of all deliveries. The designated employee shall be responsible for controlling vehicular traffic entering and exiting the site during all construction phases. The City will be provided the name and contact information of designated traffic controller. 12) No unscheduled deliveries will be accepted. The traffic controller or construction managers and/or security guards will be continuously on-site during all project phases and will turn away unscheduled deliveries. All materials requiring assembly will be accommodated on-site. 13) To minimize construction vehicle delay and queuing on City streets, all construction vehicles will be equipped with two-way radios, so that radio communication shall be established between drivers and the traffic controllers at the project site and entry into the site could be coordinated and facilitated appropriately. Construction vehicles are prohibited from staging within the public right-of-way. 14) All trucks leaving the site during excavation operations will be watered down before entering the City streets and shall be covered or have water applied to the exposed surface to prevent dust from impacting the surrounding areas. If there is any accumulation of construction mud at the entrances to the project site or nearby streets, such areas should be cleaned (swept) ON a DAILY Basis. The contractor will comply 155 with the Best Management Practices (BMPs) as stipulated in the approved SWPPP and Water Quality Management Plans. 15) A traffic control plan will be prepared, signed, and stamped by a California Registered Traffic Engineer for any temporary street, sidewalk, parking, or lane closures. A Temporary Street and Sidewalk Closure Permit will be obtained from the City of Newport Beach Public Works Department, Traffic Engineering Division for the above mentioned closures. No full street closures will be allowed. 16) When project construction commences, a contractor will be hired to truck debris to landfills and disposal locations in compliance with City of Newport Beach and Orange County regulations. 17) The Community Development Director and City Traffic Engineer shall monitor the ongoing construction operation and, if necessary, is authorized to modify the construction traffic management and control plan to ensure safe and efficient traffic flow. *** Any proposed changes shall be reviewed and approved by the Community Development Director and City Traffic Engineer prior to change implementation. *** A haul route permit shall be obtained from the City of Newport Beach Public Works Department prior to any hauling activity. The following summarizes the estimated number of construction personnel and vehicles expected during each phase: Phase 1 Fencing & Temporary Facilities Installation: 3 vehicles – 3 onsite employees 1st week Phase 2 Demolition: 22 vehicles – 7 onsite employees The following month Phase 3 Sitework (Grading and Underground Infrastructure): 13 vehicles – 8 onsite employees The 2nd month Phase 4 Construction: 45 vehicles – 35 onsite employees The 3rd month through the 15th month Phase 5 Remaining Demolition & Construction: 35 vehicles – 25 onsite employees The 8th month through the 20th month 156 The following lists the fire requirements during construction phases and demolition: • Emergency access roadway must be provided with a turnaround for emergency vehicles. The minimum inside turning radius is 20 feet and the outside turning radius is 40 feet. • Gates on fencing across emergency access roadway must have a Knox lock on the gate for fire department access. • Construction vehicles, which are staged or in queue on the property shall not block the required 20 foot width emergency access roadway. • A temporary address needs to be provided for the site during demolition. • An emergency access plan needs to be submitted to the fire department during each phase on construction. • Plans will be required for the modular units, which detail their intended use and interior layout. Plans shall include distances to fire hydrants and fire access roadways. • A A2 10BC fire extinguisher will be required for each modular unit. The fire extinguisher shall be mounted on the wall in a conspicuous location. • Fire hydrants and fire access road shall be installed and approved by Newport Beach Fire Department prior to delivery of combustible materials on the site. • The fire department will need the security company’s name and phone number for after hour responses. • The general contractor must maintain contact with the fire department throughout demolition and construction phase to address access concerns etc. Phase I Fencing & Temporary Facilities Installation 1) In the 1st month, the tennis court fence for Court 12 & 13 facing the parking lot will be removed to allow installation of the temporary modular tennis office and temporary portable toilets, construction office and construction of Tennis Clubhouse / Spa Building. A fence will be installed on both sides of the temporary general contractor modular office and in two interior openings between two tennis fences to secure the entry to the tennis club from the demolition and construction areas. 2) The installation of a temporary portable toilets and general contractors modular construction office all on The Tennis Club Sub-Area of NBCC PCD. The temporary facilities will be brought in off Pacific Coast Highway for installation. 3) A construction fence shall be installed around the perimeter of the East and West Parking Lots of the Tennis Club Sub-Area adjacent to Corporate Plaza West with gates at the entry to the East and West Parking Lots. 157 4) All construction traffic including deliveries will be required to enter from Pacific Coast Highway. Phase I is graphically shown on the following PHASING PLANS: PHASE I – Fencing & Temporary Facilities Installation – 1ST WEEK, page 1 of 5. Phase II: Demolition 1) In the 1st month: demolition will consists of the existing tennis clubhouse and locker room buildings and 15 tennis courts and a small portion of Courts 12 and 13 closest to the parking lot. The perimeter tennis fence, fence foundations and windscreen facing the golf course will not be removed leaving 7 tennis courts, which the tenant, Grand Slam Tennis, desires to leave in place. The entry off Pacific Coast Highway shall remain until future Bungalows are constructed. 2) Installation of a construction fence connected to the remaining perimeter tennis fence with a gate installed at the entry to future driveway to The Villa Sub-Area to secure the construction sites. 3) Demolition of a portion of the parking spaces in the tennis club parking lot with 26 parking spaces remaining in addition to available parking at adjacent Corporate Plaza West on Saturday, Sunday and national holidays, 4) A construction fence shall be installed behind sidewalk along extended Clubhouse Drive with an entry construction gate across the extended Clubhouse Drive. 5) Construction parking for the Tennis Club Sub-Area shall be accessed from a gate into the future driveway into the Spa West Parking Lot with delivery access of material through a gate into The Tennis Club East Parking Lot. 6) Construction parking for The Villa single-family residences shall be in the future Clubhouse Drive extension to The Villas and in the future Bungalow development east of the extension of Clubhouse Drive to The Villas. 7) Outbound haul routes for demolition material from Court 11 & the remaining portion of Court 12, the remaining tennis club 26 parking spaces, and tennis gate entry building and soil removal for Nick Bollettieri Stadium Court and the swimming pool are shown on attached “Out Bound Haul Route Exhibit”. 158 8) Haul Route permit will be applied for and issued to General Contractor. 9) The General Contractor shall obtain a Haul Route Permit before commencing removal. 10) The City of Newport Beach Public Works Department will be notified prior to beginning any haul period. If hauling is suspended, the City will be notified when hauling will resume. 11) The General Contractor will hire a hauling contractor. The hauling contractor will prepare a truck haul route plan, which would include the approximate number of truck trips (also described under the mitigation measure(s) in the EIR), the hours during which transport activities are expected to occur and measures to keep all haul routes clean and free of debris/gravel/dirt attributable to the hauling operation of the project site. The truck haul route plan will also include information regarding the maximum number of trucks expected during peak summertime and off-peak non-summer hours. 12) During the excavation and hauling phase, the staging of construction vehicles will be accommodated on-site to the maximum extent possible. No staging of haul vehicles will be done in public right of way. 13) All haul trucks will be radio equipped to avoid any queuing of trucks in the public right of way including, but not limited to Corona Del Mar area during peak summer months. Phase II is graphically shown on the following PHASING PLANS: PHASE II – Demolition SCHEDULE – The Following Month, page 2 of 5. Phase III Sitework (Grading and Underground Infrastructure) 1) Grading of Parcel 2 (TM 15347) and rough superpad grading of 3 and 4, all of Parcel Map 2016-151. 2) Construction of the wet and dry utilities and the entry road to The Villas, Phase III is shown on the following PHASING PLANS: PHASE III – (Grading and Underground Infrastructure) – The 2nd Month page 3 of 5. 159 Phase IV Construction • Bungalow Lofts and Pool • Nick Bollettieri Stadium Court • Private Street • 19 Bungalows • 9 Lofts and two Penthouses 1) Outbound haul routes for demolition material from Court 11 & the remaining portion of Court 12, the remaining tennis club 26 parking spaces, and tennis gate entry building and soil removal for Nick Bollettieri Stadium Court and the swimming pool are shown on attached “Out Bound Haul Route Exhibit”. a) Haul Route permit will be applied for and issued to General Contractor. b) The General Contractor shall obtain a Haul Route Permit before commencing removal. c) The City of Newport Beach Public Works Department will be notified prior to beginning any haul period. If hauling is suspended, the City will be notified when hauling will resume. d) The General Contractor will hire a hauling contractor. The hauling contractor will prepare a truck haul route plan, which would include the approximate number of truck trips (also described under the mitigation measure(s) in the EIR), the hours during which transport activities are expected to occur and measures to keep all haul routes clean and free of debris/gravel/dirt attributable to the hauling operation of the project site. The truck haul route plan will also include information regarding the maximum number of trucks expected during peak summertime and off-peak non- summer hours. e) During the excavation and hauling phase, the staging of construction vehicles will be accommodated on-site to the maximum extent possible. No staging of haul vehicles will be done in public right of way. f) All haul trucks will be radio equipped to avoid any queuing of trucks in the public right of way including, but not limited to Corona Del Mar area during peak summer months. 160 Phase IV is shown on the following PHASING PLANS: PHASE IV – Construction SCHEDULE – 3rd Month through the 15th Month, page 4 of 5. Phase V Remaining Demolition & Construction 1) Construction of the 13 visitor-serving Fairway Lofts including 1 Penthouse 2) Construction of two single family villas. 3) Construction of Mayacama Bungalow 4) Demolition of the existing east parking lot and construction of new parking lot. 5) Upon completion of the above-described construction, the tennis court perimeter and fence foundation facing The Golf Club Sub-Area of NBCC PCD and the entry off Pacific Coast Highway will be removed and landscape construction shall be completed. Phase V is shown on the following PHASING PLANS: PHASE V – Remaining Demolition & Construction SCHEDULE – The 8th month through the 20th month, page 5 of 5. 161 INTENTIONALLY BLANK PAGE162 Attachment No. PC 5 Fiscal and Economic Impacts Analysis 163 INTENTIONALLY BLANK PAGE164 NEWPORT BEACH COUNTRY CLUB COMMUNITY DISTRICT BUNGALOWS & LOFTS Fiscal / Economic Analysis Prepared For: Golf Realty Fund LP Prepared By: 1601 N. Sepulveda Blvd. #382 Manhattan Beach, CA 90266 www.kosmont.com 165 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 2 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. Introduction Kosmont & Associates, Inc. doing business as Kosmont Companies (“Consultant” or “Kosmont”) is pleased to submit this Fiscal / Economic Analysis for Golf Realty Fund LP (“Client”) proposed Bungalows & Lofts development (“Project”), located on part of the 145-acre Newport Beach Country Club Planned Community District grounds in Newport Beach, CA (“City”). Background Client has retained Kosmont to prepare a Visitor Accommodation Impact, Fiscal Impact and Economic Benefit Analysis (“Analysis”) in connection with the proposed Project per the request of the City. Analysis Description The Analysis includes study of statewide and local hospitality room rates, as well as a competitive set of luxury hospitality and residential properties. The Analysis evaluates the stabilized annual fiscal revenues expected for the City’s General Fund. Fiscal revenues were derived from estimating the various taxes associated with the Project including transient occupancy taxes, property taxes (secured and unsecured), business taxes, franchise taxes, direct and indirect sales taxes, and utility taxes. The Analysis utilized IMPLAN to examine the construction period jobs and wages, as well as the ongoing jobs from commercial operations and indirect/induced jobs from the future resident spending. The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this Analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 166 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 3 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. Table of Contents Table of Contents ........................................................................................................................ 3 1.0 Project Description ............................................................................................................ 4 2.0 Executive Summary .......................................................................................................... 7 3.0 Hotel Market Overview ....................................................................................................... 9 4.0 Visitor Accommodation Analysis…………………………………………………………….11 5.0 Fiscal Impacts ................................................................................................................... 13 6.0 Economic and Job Benefits ............................................................................................ 17 167 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 4 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 1.0 Project Description The Bungalows & Lofts Project is proposed to include 86,248 SF of building area, comprised of 5 private residential condominiums (3 attached and 2 detached villas), 41 boutique bungalow and loft hotel units, a spa/fitness center and tennis clubhouse to be located on 7-acres of the existing Newport Beach Tennis Club. The Project will also include performance therapy, yoga pavilion and related office space. Per the Client, the California Coastal Permit has been modified to reflect the Project program. Facility Square Feet (SF) Spa Fitness Center 7,500 SF Tennis Clubhouse 3,725 SF Concierge 2,200 SF Hotel Lofts (22) 23,716 SF Hotel Bungalows (19) 23,768SF Ancillary Office 4,686 SF Residential Condos (5) 20,653 SF Total Project 86,248 SF Source: Golf Realty Fund Figure 1.1 Local Map 168 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 5 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 169 NB Bungalows / Lofts August 2022 Page 6 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. The proposed improvements consisting of Tennis Club, Bungalows, Villas and Lofts are shown on site plan below in Figure 1.2. The existing Golf Club is located directly west. Figure 1.2 Site Plan EXHIBIT NBCC Planned Community G O L F L O F T S 1 OF 8 1 02/26/2020O V E R A L L S I T E P L A NO V E R A L L S I T E P L A NO V E R A L L S I T E P L A NO V E R A L L S I T E P L A N • THE TENNIS CLUB - Sub - Area - 1 new stadium court - Tennis Clubhouse • THE VILLAS - Sub-Area - • THE BUNGALOWS - Sub-Area - • THE GOLF CLUB - Sub-Area Building Area SummarryBuilding Area SummarryBuilding Area SummarryBuilding Area Summarry Tennis Club 3,725 SF Bungalows 28,300 SF Concierge Building 2,200 SF Spa 7,500 SF September 1, 2021THE BUNGALOWS & LOFTS 170 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 7 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 2.0 Executive Summary Annual Fiscal Impact The Project is estimated to generate an annual fiscal revenue of approximately $1,267,200 at full buildout in 2022 dollars, before inflationary adjustments, as shown in Table 2.1 below: Table 2.1: Summary of Fiscal Revenues Source: Kosmont Companies, City of Newport Beach 2022-23 Budget Based on its blend of uses, the Project is expected to provide significant tax revenues from a variety of sources, which should provide a favorable level of revenue resiliency from future economic downturns for the City General Fund. Economic and Job Benefits The Project will yield economic benefits to the City, Orange County (“County”), and the region, as buildout is estimated to bring approximately $50 million in capital expenditures, excluding land lease and financing costs. Per IMPLAN analysis, that is estimated to yield an additional $31.6 million in indirect and induced regional economic output, totaling approximately $81.6 million Countywide. Exhibit 2.1 Economic Benefits from Construction Source: IMPLAN, Kosmont Companies (2022) Primary Fiscal Revenues Full Buildout Stabilized Property Tax $187,000 Property Tax In-Lieu of VLF $20,600 Sales & Use Tax (Off-Site)$88,300 Transient Occupancy Tax $963,800 Busines & Franchise Taxes $7,500 Total General Fund Revenues $1,267,200 Economic Benefits from Construction (One-Time / Short-Term) Employment Labor Income Economic Output Direct (On-Site)357 $31,050,786 $50,000,000 Indirect 43 $3,610,774 $9,868,028 Induced 122 $7,412,609 $21,755,838 Total Countywide 522 $42,074,169 $81,623,866 171 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 8 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. Construction is estimated to provide 357 Full Time Equivalent (FTE) jobs on site, with a total of 522 jobs Countywide ($42 million in wages), including indirect and induced benefits. Operations At full buildout, resident spending from the Project is estimated to directly support 87 service sector jobs and 179 total jobs Countywide ($9.8 million in wages) as shown in Exhibit 2.2. The City is expected to see a significant percentage of the new employment and economic activity. Exhibit 2.2: Economic Benefits from Annual Operations Source: IMPLAN, Kosmont Companies (2022) Economic Benefits from Ongoing Operation (Annual) Employment Labor Income Economic Output Direct (On-Site)87 $4,088,673 $10,000,000 Indirect 20 $1,301,460 $3,318,235 Induced 73 $4,426,871 $12,996,856 Total Countywide 179 $9,817,004 $26,315,091 172 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 9 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 3.0 Hotel Market Overview Kosmont prepared a summary evaluation of competitive hotel inventory, occupancy rates, and average daily room rates (ADR), as well as other factors that illustrate local market demand conditions for the residential and hospitality product types proposed in the Project. 3.1 Hotel Market Trends Kosmont utilized Smith Travel Research (“STR”) data to illustrate the Newport Beach hotel market size and performance over the past 7 years, as well as a select set of luxury hotels along the coast. Newport Beach Hotel Comp Set The City has over 3,000 hotel rooms surveyed by STR and has seen a modest growth of 4.9% since 2014. ADR was $349 for the past 12 months, a 52% increase from 2014, as shown in Table 3.1 below. Table 3.1 Newport Beach Market Performance Summary Source: STR Southern California Coastal Luxury Hotel Comp Set The select Southern California luxury hotels included a total of approximately 2,210 rooms. ADR was $628 in the past year, a 60% increase from 2014 levels. Occupancy rates have declined in 173 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 10 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. past 24 months due to Covid-19, but averaged approximately 63% in past 12 months – down from a peak of 70% in 2019, as shown in table 3.2. Table 3.2 Luxury Market Performance Summary Source: STR Considering the large unit size of the bungalow and loft units – averaging approximately 1,000 SF each – the expected average room rate for the Project is $920 per night or $686 per bedroom. 3.2 Condominium Market Kosmont examined luxury condominium sales data in Newport Beach to understand potential sales values for the residential Villas. Fee simple homes on typical lots have sold for $2,000 per SF of building area. Since the Villas will be built on leased land with land value of $400,000 per lot, but with ocean views, Kosmont estimated the sales value at $1,600 per square foot. 174 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 11 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 4.0 Visitor Accommodation Analysis The City requires a Visitor Accommodations Impact Analysis in accordance with Municipal Code Section 21.48.025 (C)(2) and (C)(3). The Analysis examines the impact of the Project on the availability of lower cost visitor accommodations in the City, and if the proposed product is not lower cost, the Analysis shall explain why lower-cost accommodations are not feasible. Feasibility Analysis The projected room rates at the Project are not anticipated to be lower-cost accommodations, as such units would be financially infeasible. With average room rates ranging from $760 per night for the “Fairway” Lofts and $850 for “Bungalow” Lofts to $1,060 per night for “The Bungalows” (overall average rate of $920 for the 41 units, or $686 for each of the 55 bedrooms). As a result, the various Project hotel products fall within the category of high-cost accommodations, that exceed 120% of the statewide average of $205.69 for July 2022 per STR. With construction costs of approximately $600 per square foot and land lease of $1.8 million per year, a lower-cost unit renting at $250 per night would yield a stabilized return on cost of less than 2% based on 72% occupancy and a 70% operating expense ratio. In conclusion, lower-cost accommodations are not feasible due to prohibitive land and construction costs. Further, the Project site does not provide easy access to retail and dining amenities for the average family. The isolated location within the Tennis Club grounds also makes lower-cost accommodations inappropriate. Impact Analysis The Project is not replacing any visitor serving use. Client is adding 41 visitor serving accommodations (55 bedrooms) in place of private tennis courts. Due to the isolated location, there are virtually no construction related impacts to existing accommodations. The City defines low-cost accommodations as any facility that had ADR less than the California Statewide average rate. According to STR, the statewide average room rate for 2022 was $205.69. Based on the location within a private club, the Project is expected to compete with luxury hotel properties with similar amenities and in similar locations in Southern California (e.g., Laguna Beach, Santa Monica, Santa Barbara). 1. Ritz-Carlton Bacara, Santa Barbara 2. El Encanto, A Belmond Hotel, Santa Barbara 3. JW Marriott Santa Monica 4. Terranea Resort, Rancho Palos Verdes 5. Montage Laguna Beach 175 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 12 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 6. Waldorf-Astoria Monarch Beach 7. Ritz-Carlton Laguna Niguel The survey of this competitive set of luxury hotels shows ADR of $628 which is 300% above the statewide average. The demand base for the proposed Project is not derived from the typical visitor to Newport Beach, but rather a large regional draw of wealthy patrons. It is important to note that Project is adding a visitor-serving use to a site that is currently used for private tennis and pickleball uses. The construction and operation of the Bungalows & Lofts do not decrease the available supply of low-cost accommodation. Therefore, it would make sense that no mitigation measures should be required. Kosmont notes that qualifying mitigation measures the Project already is planning to provide include: • Larger guest facilities to accommodate more guests than typical hotel rooms (4 2-bedroom units and 1 3-bedroom unit to reduce per capita cost of overnight stay) • Majority of bungalows will have separate living rooms with sofa beds and rollaway beds, reducing the overnight cost per person • Majority of units will have kitchens that can substantially reduce the cost of dining for large families According to the Client, the Project has wide support from the Newport Beach Country Club membership and nearby commercial centers, including Fashion Island. 176 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 13 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 5.0 Fiscal Impacts The Analysis estimates the amount of tax revenue to be generated to the City and is based on information provided by the Client, City, County Tax Auditor-Controller’s Office, California Department of Finance (“DOF”), Board of Equalization (“BOE”), and ESRI. 5.1 General Assumptions Given the uncertainty of actual development timing and future inflation rates for revenues and expenses, Kosmont has focused this Analysis on the estimated annual revenues at full buildout. Other assumptions include: • All estimates are in 2022 dollars • Fiscal benefits are estimated at stabilized occupancy • 2.75 guests per hotel unit are expected based on the size and number of bedrooms in each unit 5.2 Fiscal Revenue Analysis 5.2.1 Property Tax Property tax revenues are based on the anticipated assessed value of the Project upon full build- out and the applicable City property tax rates. The General Fund receives 17% of the annual 1.0% secured property tax general levy placed by the County. Based on the expected bungalows & lofts construction cost of $50 million, the Villa condominium sale prices and possessory interest from land lease, the Project is estimated to generate $187,000 in annual property taxes to the City. Exhibit 5.2.1 Property Taxes Source: Kosmont Companies Bungalow/Lofts Total Construction Cost - Bungalow/Lofts $50,000,000 Villa Condo Sales Price 40,000,000 Possessory Interest - Land Lease 20,000,000 Total Estimated Assessed Value $110,000,000 Property Tax Rates General Levy - Secured 1.00%$1,100,000 Total City General Fund Distributions 17.00%$187,000 177 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 14 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 5.2.2 Taxes in Lieu of VLF Prior to 2004, California motor vehicle license fee (“VLF”) was distributed to cities. In 2005, the State instituted a revenue swap, guaranteeing that cities receive a distribution equal to the prior VLF, plus a percentage equal to the annual increase in assessed value, which is equivalent to approximately 11% share of the basic tax levy, or estimated VLF revenues of $20,570 in 2022 dollars. Exhibit 5.2.2 Taxes in Lieu of VLF Source: Kosmont Companies, City of Newport Beach Budget 5.2.3 Sales Tax (On-Site / Direct) The Project hotel has no designated retail/restaurant space, but the tennis/spa facilities will have a small food and beverage facility. Kosmont did not include an estimate given uncertain sales attributable to visitors. 5.2.4 Sales Tax (Off-Site / Indirect) Off-site / indirect sales tax revenue projections are estimated based on the taxable sales generated by the spending of hotel visitors, Villa residents and hotel employees within the City. Hotel guest spending is based on pre-Covid-19 research data from Destination Analytics. Resident spending is based on average household incomes and BLS Consumer Expenditure Survey data. At stabilized occupancy, the total annual hotel guest retail spending is estimated at $7.88 million based on the Project’s location amid major shopping area, the Analysis assumed 75% Citywide capture rate. Sales and use tax revenue to the General Fund is estimated at $88,300 per year in the aggregate, based on the basic 1.0% sales tax allocated to cities and a 12% add-on for State and County Pool use tax distributions. See Exhibit 5.2.4 on following page. Full Buildout Incremental Assessed Value $110,000,000 City GF Share of Property Taxes 0.17%$187,000 VLF Share of Property Taxes 11.00%$20,570 Incremental Project Tax In-Lieu of VLF $20,570 178 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 15 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. Exhibit 5.2.4: Sales Tax (Off-Site/Indirect) Source: BOE, City of Newport Beach, and Kosmont Companies 5.2.5 Hotel Transient Occupancy Taxes Based on the estimated ADR of $920 per unit, Kosmont estimates the Project will generate approximately $963,750 in annual TOT revenue to the City General Fund. Exhibit 5.2.5: Hotel Tax Source: BOE, City of Newport Beach, and Kosmont Companies Full Buildout Hotel / Sevice Employees Estimated Annual Taxable Spending / Empl.$25,000 Estimated Capture within City (Off-Site)30%$7,500 Estimated # Employees 87 Total Employee Taxable Spending within City $652,500 Hotel Guests Estimated Annual Taxable Spending / Guest Room $235,060 Estimated Capture within City (Off-Site)75%$176,295 # Guest Units 41 Total Taxable Sales Captured $7,228,095 Total Off-Site / Indirect Taxable Sales $7,880,595 Annual Sales Tax to City 1.0%$78,806 City Share of Pool Taxes 12.0%$9,457 Annual Sales & Use Tax to City (Off-Site/Indirect)$88,300 Full Buildout Number of Units 41 Average Daily Room Rate - 2021$$920.00 Average Occupancy Rate 70% Annual Hotel Room Receipts $9,637,500 City TOT Rate 10.0% Annual TOT to City $963,750 179 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 16 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 5.2.6 Other Tax Revenues The City will receive additional tax revenues from utility franchise fees and business licenses. The City generates $4.3 million in franchise fees and $4.3 million in business license and misc. permits from local businesses and employees, which equates to 4% of the annual property tax revenues. Multiplying 4% times estimated $160,000 stabilized property taxes results in incremental business and utility franchise City revenue increase of $6,500 per year. 5.2.7 Total Fiscal Revenues The total annual fiscal revenues expected from the operation of the Project is $1,267,200 as shown below. Exhibit 5: Summary of Fiscal Revenues Source: City of Newport Beach, Kosmont Companies Hotel TOT is major source of revenue with 78% of total, followed by property taxes and VLF in lieu at 15% of total. Primary Fiscal Revenues Full Buildout Stabilized Property Tax $187,000 Property Tax In-Lieu of VLF $20,600 Sales & Use Tax (Off-Site)$88,300 Transient Occupancy Tax $963,800 Busines & Franchise Taxes $7,500 Total General Fund Revenues $1,267,200 180 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 17 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 6.0 Economic and Job Benefits Economic benefits of new real estate development includes analysis of one-time jobs and wages resulting from construction spending, as well as ongoing jobs, wages and economic activity resulting from hotel operating spending as well as visitor spending during operational phase. 6.1 Construction Cost Construction of the Project is expected to take place in one phase. The estimated construction costs for the Project, excluding land, permits and fees and financing are estimated by Client at approximately $50 million. Soft costs such as financing costs are not referenced, as they do not impact the regional economic benefit calculations. 6.2 IMPLAN Modeling The Analysis uses the IMPLAN (IMpact analysis for PLANning) econometric input/output model developed by the IMPLAN Group to quantify the economic benefit to the local region from Project construction / renovation and ongoing operations. This proprietary model estimates the economic benefits on the industries in a given geographic area based on known economic inputs, such as construction costs. The model estimates direct, indirect, and induced benefits expressed in terms of increased economic activity (“output”), earnings (“labor income”), and job creation. Direct Economic Benefits: Direct benefits refer to the short-term business activity of general contractors involved in Project construction / renovation and the ongoing business activities of Project tenants. Indirect Economic Benefits: Indirect benefits will result when local firms directly impacted by the Project purchase materials, supplies or services from other firms. Examples would include increased sales of building materials as a result of construction activity, and increased sales of inputs related to the business operations of tenants within the Project. Induced Economic Benefits: Induced benefits relate to the consumption spending of employees of firms that are directly or indirectly affected by the Project. These would include the goods and services normally associated with household consumption (e.g., housing, retail purchases, local services, etc.). Inputs for the IMPLAN economic benefit analysis include the development budget provided by the Client and permanent on-site employment information estimated by Kosmont. The permanent full-time employment estimates were derived from similar projects and industry standard per- square-foot employment densities for corresponding land use types. 181 NB Bungalows & Lofts Fiscal / Economic Analysis August 2022 Page 18 of 18 The analyses, projections, assumptions and any examples presented herein are for illustrative purposes and are not a guarantee of actual and/or future results. Actual results may differ from those expressed in this analysis, as results are difficult to predict as a function of market conditions, natural disasters, pandemics, significant economic impacts, legislation and administrative actions. 6.3 Construction Related Economic Benefits During the construction period, the Project is expected to produce approximately 357 direct onsite construction jobs, and combined with indirect and induced impacts, a total of 522 FTE jobs, $42 million in labor income, and approximately $81 million of economic output are expected to be captured within the County (see Exhibit 6.3.1). Exhibit 6.3.1: Economic Benefits from Construction Notes: Benefits during construction. 100% of direct benefits are estimated to be captured on-site. Values in 2022 dollars. Source: IMPLAN, Kosmont Companies (2021) 6.4 Economic Benefits from On-Going Operations At Project’s completion, the guest spending is projected to support 87 jobs onsite. In addition, resident spending is expected to support approximately 93 indirect and induced jobs, for a total of 179 Countywide jobs, $9.8 million of labor income, and $26 million economic output per Exhibit 6.4.1. It is estimated that majority of the induced jobs and economic activity will be in City establishments. Exhibit 6.4.1: Economic Benefits from On-Going Operations Source: IMPLAN, Kosmont Companies (2022) Economic Benefits from Construction (One-Time / Short-Term) Employment Labor Income Economic Output Direct (On-Site)357 $31,050,786 $50,000,000 Indirect 43 $3,610,774 $9,868,028 Induced 122 $7,412,609 $21,755,838 Total Countywide 522 $42,074,169 $81,623,866 Economic Benefits from Ongoing Operation (Annual) Employment Labor Income Economic Output Direct (On-Site)87 $4,088,673 $10,000,000 Indirect 20 $1,301,460 $3,318,235 Induced 73 $4,426,871 $12,996,856 Total Countywide 179 $9,817,004 $26,315,091 182 Attachment No. PC 6 Project Plans 183 INTENTIONALLY BLANK PAGE184 Text Fairway Lofts Mayacama Bungalow Villa A Villa B Bungalow Lofts Casa Palmero Bungalow La Jolla BungalowRancho Valencia 1 Bungalow Balboa Bungalow Laguna, Monterey, & Sol Y Mar Bungalows Del Mar Bungalow Rancho Valencia 2 Bungalow Ojai Bungalow Casa Palmero Bungalow Del Mar Bungalow Rancho Valencia 1 Bungalow Rancho Valencia 1 Bungalow Rancho Valencia 1 Bungalow Rancho Valencia 1 Bungalow Rancho Valencia 2 Bungalow Rancho Valencia 2 Bungalow 185 PARKING EASEMENT WITH CORPORATE PLAZA WEST FOR USE OF 554 STALLS DURING WEEKNIGHTS, WEEKENDS, AND HOLIDAYS CORPORATE PLAZA WEST 186 EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 1 of 1506/10/2022 CONCIERGE & GUEST MEETING CENTER 2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace 187 Living Bedroom Dressing Bath Private Courtyard Entry Courtyard First Floor0" Top Plate10' -0" First Floor0" Top Plate10' -0" Ridge +16'-0" above First Floor First Floor0" Top Plate10' -0" Ridge +16'-0" above First Floor First Floor0" Top Plate10' -0" EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 2 of 1506/10/2022 OJAI 797 gross square feet Site Plan Code: O Quanity: 1 0'2'4'8'16' OJAI CONCEPT ELEVATIONS SIDE ELEVATION SIDE ELEVATION REAR ELEVATION FRONT ELEVATION FLOOR PLAN 188 UPUP Enrty Bedroom Bath KitchenDiningLiving PR Elec. Bath Bedroom Closet EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 3 of 1506/10/2022 LA JOLLA 2,081 gross square feet Quanity: 1 0'2'4'8'16' LA JOLLA LOWER LEVELUPPER LEVEL 189 First Floor0" Second Floor10' -0" Top Plate19' -0" Top of Roof +27'-6" above First Floor Ridge +24'-6" above First Floor First Floor0" Second Floor10' -0" Top Plate19' -0" First Floor0" Second Floor10' -0" Top Plate19' -0" Ridge +15'-6" above First Floor Ridge +24'-6" above First Floor Top of Roof +27'-6" above First Floor First Floor0" Second Floor10' -0" Top Plate19' -0" EXHIBIT NBCC Planned Community T H E B U N G A L O W S ELEVATIONS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 4 of 1506/10/20220'2'4'8'16' CONCEPT ELEVATIONS SIDE ELEVATION SIDE ELEVATION REAR ELEVATION FRONT ELEVATION 190 Bedroom Bath Living Jacuzzi Terrace First Floor0" Top of plate10' -0" First Floor0" Top of plate10' -0" Top of roof +13'-0" above First Floor First Floor0" Top of plate10' -0" First Floor0" Top of plate10' -0" Top of roof +13'-0" above First Floor EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 5 of 1506/10/2022 CASA PALMERO 826 gross square feet Site Plan Code: P Quanity: 2 0'2'4'8'16' CASA PALMERO CONCEPT ELEVATIONS REAR ELEVATION FRONT ELEVATION SIDE ELEVATION SIDE ELEVATION FLOOR PLAN 191 UP UP UP UP Buff et Jacuzzi w/ wall fountain Up Elec. + Water Heater Bath Bedroom Closet Tile Banque tte w/ tile mural above Golf Cart Parking Maid Storage Entry Living Dining Kitchen Bath Closet Bedroom Closet Bedroom Dn Terrace Dn Hinged TV Bath Balcony Dressi ng banquette+18" Shelf +42" Hinged TV Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 6 of 1506/10/2022 BALBOA 2,426 gross square feet Quanity: 1 0'2'4'8'16' BALBOA LOWER LEVEL UPPER LEVEL 192 First Floor0" Second Floor10' -0" Top Plate19' -0" Top of Roof +25'-0" above First Floor Ridge +23'-6" above First Floor First Floor0" Second Floor10' -0" Top Plate19' -0" ---- First Floor0" Second Floor10' -0" Top Plate19' -0" Top of Roof +25'-0" above First Floor Ridge +23'-6" above First Floor First Floor0" Second Floor10' -0" Top Plate19' -0" EXHIBIT NBCC Planned Community T H E B U N G A L O W S ELEVATIONS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 7 of 1506/10/20220'2'4'8'16' BALBOA CONCEPT ELEVATIONS SIDE ELEVATION SIDE ELEVATION REAR ELEVATION FRONT ELEVATION 193 UP Bedroom Dressing Bath Living Private Courtyard Jacuzzi Bedroom Bath Living Jacuzzi Private Courtyard EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 8 of 1506/10/2022 LAGUNA 835 gross square feet Site Plan Code: L Quanity: 1 MONTEREY 846 gross square feet Site Plan Code: M Quantity: 1 0'2'4'8'16' MONTEREYLAGUNA LOWER LEVEL UNIT LOWER LEVEL UNIT 194 DN Kitchen Dining Living Bath Bedroom Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 9 of 1506/10/2022 SOL Y MAR 1,131 gross square feet Site Plan Code: SM Quanity: 1 0'2'4'8'16' SOL Y MAR UPPER LEVEL UNIT 195 Laguna0" Second Floor10' -0" Top Plate19' -0" Monterey-1' -2" Laguna0" Second Floor10' -0" Top Plate19' -0" Monterey-1' -2" Ridge +25'-3" above First Floor Ridge +24'-3" above First Floor Laguna0" Second Floor10' -0" Top Plate19' -0" Monterey-1' -2" Laguna0" Second Floor10' -0" Top Plate19' -0" Monterey-1' -2" Ridge +25'-3" above First Floor EXHIBIT NBCC Planned Community T H E B U N G A L O W S ELEVATIONS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 10 of 1506/10/2022196 Bath Dressing Bedroom Living Kitchen Dining Private Terrace Jacuzzi First Floor0" Top Plate9' -0" First Floor0" Top Plate9' -0" Ridge +14'-6" above First Floor First Floor0" Top Plate9' -0" Ridge +14'-6" above First Floor First Floor0" Top Plate9' -0" EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 11 of 1506/10/2022 DEL MAR 1,074 gross square feet Site Plan Code: DM Quanity: 2 0'2'4'8'16' DEL MAR CONCEPT ELEVATIONS SIDE ELEVATION SIDE ELEVATION REAR ELEVATION FRONT ELEVATION FLOOR PLAN 197 Bathroom Bedroom Closet Living Kitchen Dining Dressing Foyer EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 12 of 1506/10/2022 RANCHO VALENCIA 1 1,062 gross square feet Site Plan Code: RV1 Quanity: 5 0'2'4'8'16' RANCHO VALENCIA 198 Bedroom 1 Bath 2 Coat Bath 1 Dining Living Foyer Bedroom 1 Dressing Dressing EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 13 of 1506/10/2022 RANCHO VALENCIA 2 1,578 gross square feet Site Plan Code: RV2 Quanity: 3 0'2'4'8'16' RANCHO VALENCIA 2 199 Master Bath 1 Master Bedroom 1 Great Room P.R.Living Room Bedroom 1 Bath 1 Master Bedroom 2 Master Bath 2 Jacuzzi 0'2'4'8'16' MAYACAMA EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 14 of 1506/10/2022 MAYACAMA 1,808 gross square feet Quanity: 1 200 First Floor0" Top Plate10' -0" First Floor0" Top Plate10' -0" Ridge +16'-6" above First Floor First Floor0" Top Plate10' -0" First Floor0" Top Plate10' -0" Ridge +16'-6" above First Floor EXHIBIT NBCC Planned Community T H E B U N G A L O W S ELEVATIONS KEY PLAN 122 CORPORATE PARK S U I T E 2 0 0 IRVINE , CA. 92606 9 4 9 . 9 5 5 . 3 2 8 2 15 of 1506/10/2022SIDE ELEVATIONSIDE ELEVATION REAR ELEVATION FRONT ELEVATION 0'2'4'8'16' CONCEPT ELEVATIONS 201 EXHIBIT NBCC Planned Community B U N G A L O W L O F T S KEY PLAN 12 of 29 2 05/15/2019VIEW FROM CLUBHOUSE DRIVE WEST/SOUTH ELEVATION EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 12 September 1, 2021202 EXHIBIT NBCC Planned Community B U N G A L O W L O F T S KEY PLAN 13 of 29 2 05/15/2019VIEW FROM CLUBHOUSE DRIVE NORTH/WEST ELEVATION EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 13 September 1, 2021203 Top of roof +45'-0" above First FloorTop of roof +44-0"' above First FloorTop of roof +45'-0" above First FloorTop of roof +44-0"' above First FloorFirst Floor +0'-0"Second Floor +14'-0"Third Floor + 26'-0"Roof + 45'-0"Parking -10'-0"PAGENBCCPlanned CommunityB U N G A L O W L O F T SKEY PLAN14DECEMBER 20, 2021West ElevationELEVATIONS204 Top of roof +44'-0" above First FloorTop of roof +45-0"' above First FloorFirst Floor +0'-0"Second Floor +14'-0"Third Floor + 26'-0"Roof + 45'-0"Top of roof +44'-0" above First FloorTop of roof +45-0"' above First FloorPAGENBCCPlanned CommunityB U N G A L O W L O F T SKEY PLAN15DECEMBER 20, 2021North ElevationELEVATIONSouth Elevation205 UP DN UPDN DN UP UP DN DN Regatta Loft 2511 SF TerraceTerrace Terrace FountainCourtyard Yoga Pavilion 633 SF Performance Therapy852 SF La Quinta Loft 2 795 SF La Quinta Loft 3 817 SF La Quinta Loft 1 786 SF Master Bedroom Hotel Office 2620 SF Guest Therapist Lounge 501 SF MRL CHAIN - 2007'H-OVERALL80"H-CLEAR ID CODE(S) 1 CL Maid 150 SF Common Area 581 SF Closet BedroomBath Closet Bath Bedroom Womens Mens Reception Bath Bath Bath 110.5 Conference Terrace Terrace Terrace 109 EXHIBIT NBCC Planned Community B U N G A L O W L O F T S KEY PLAN 14 of 29 2 05/15/2019Hotel Office: Common Area: Performace Therapy: Yoga Pavilion: Total Commercial SF: Guest Therapist Lounge: Regatta Loft: La Quinta Loft 1: La Quinta Loft 2: La Quinta Loft 3: Total 1st Floor Res. SF: Total 1st Floor SF: Total Building SF: First Floor Plan 1ST FLOOR 2,620 SF 581 SF 852 SF 633 SF 4,686 SF 501 SF 2,511 SF 786 SF 795 SF 817 SF 5,410 SF 10,096 SF 39,029 SF EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 14 September 1, 2021206 DN UP DN DN DN UP Open to Below Bedroom Bath Bath Bedroom Bedroom Kitchen Gallery Bath Bedroom Closet P.R. Bath Peninsula Penthouse 2699 SF Monarch Penthouse 4509 SF Living / Dining Grand Slam Loft1330 SF Kitchen Laundry Courtside Loft 966 SF Bollettieri Loft 950 SF Bath MRL CHAIN - 2007'H-OVERALL80"H-CLEAR ID CODE(S) 1 CL Bath Closet Pantry ClosetBath Bath Closet Bath Closet Entry Closet P.R. Closet Kitchen Living / Dining Bedroom Living / Dining Bedroom Bedroom Living / Dining P.R. Terrace Terrace Terrace Terrace Terrace Terrace Terrace EXHIBIT NBCC Planned Community B U N G A L O W L O F T S KEY PLAN 15 of 29 2 05/15/2019Second Floor Plan Grand Slam Loft: 1,330 SF Bollettieri Loft: 950 SF Courtside Loft: 966 SF Peninsula Penthouse Condominium: 2,699 SF Monarch Penhouse Condominium: 4,509 SF Total 2nd Floor SF: 10,454 SF 2ND FLOOR EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 15 September 1, 2021207 DN DN Mech. Equip.Study Wine Powder Mech. Equip. CourtyardBelow Study Kitchen MasterBedroom Bath Closet Living / Dining Gym Closet Bath Laundry Bath ClosetMediaPantry MasterBedroom Bedroom Bedroom Terrace Catalina Penthouse Loft 11 5843 SF MRL CHAIN - 2007'H-OVERALL80"H-CLEAR IDCODE(S) 1 CL Entry Bath Closet woodboxF.P. DW oven Ref. EXHIBIT NBCC Planned Community B U N G A L O W L O F T S KEY PLAN 16 of 29 2 05/15/2019Third Floor Plan TOP FLOOR Catalina Penthouse Condominium: 5,843 SF Total Top Floor SF: 5,843 SF EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 16 September 1, 2021208 9 Parking Stalls 7 Parking Stalls Private Elevator Public Elevator Storage GolfCart GolfCartElevator EquipmentMRL CHAIN - 200 7'H-OVERALL80"H-CLEAR ID CODE(S) 1 CL 3% slope The Spa Loft Guest Parking12,642 SF Catalina Penthouse Private Garage (4 cars) Housekeeping Storage Pump Room / Mech. as req. Private Storage Electrical Elevator Equipment99.0 99.75 100.5 101.0 housekeepingCart EXHIBIT NBCC Planned Community B U N G A L O W L O F T S KEY PLAN 17 of 29 2 05/15/2019Garage Floor Plan Parking spaces: 23 Golf Cart 1 Horsekeeping 1 Parking Garage: 12,642 SF GARAGE EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 17 September 1, 2021209 EXHIBIT NBCC Planned Community F A I R W A Y L O F T S KEY PLAN 18 of 29 2 0 5/15/2020VIEW FROM CLUBHOUSE DRIVE WEST/SOUTH ELEVATION EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 18 September 1, 2021210 EXHIBIT NBCC Planned Community F A I R W A Y L O F T S KEY PLAN 19 of 29 2 0 5/15/2020VIEW FROM 18th FAIRWAY NORTH/WEST ELEVATION EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 19 September 1, 2021211 Top of wall +46'-0" above Pool DeckTop of roof +45-0"' above Pool Deck113119131143158First FloorSecond FloorThird FloorRoofPool DeckTop of wall +46'-0" above Pool DeckTop of roof +45-0"' above Pool DeckPAGENBCCPlanned CommunityF A I R W A Y L O F T SKEY PLAN22DECEMBER 20, 2021North ElevationSouth ElevationELEVATIONS212 Top of roof +45-0"' above Pool DeckTop of wall +35'-6" above Pool Deck113119131143158Top of wall +46'-0" above Pool DeckTop of roof +45-0"' above Pool DeckTop of wall +35'-6" above Pool DeckFirst FloorSecond FloorThird FloorRoofPool DeckPAGENBCCPlanned CommunityF A I R W A Y L O F T SKEY PLAN23DECEMBER 20, 2021East ElevationWest ElevationELEVATIONS213 2 4 6 8 10 7 5 3 1T T T T T T T T T T dn dn up up 9 R R R R R R R RseatR R opento sky +42" EXHIBIT NBCC Planned Community F A I R W A Y L O F T S KEY PLAN 20 of 29 2 0 5/15/202010 Lofts: 1 2 3 4 5 6 7 8 9 10 Total 1st Floor SF: Total Building SF: First Floor Plan 1ST FLOOR 720 SF 720 SF 684 SF 686 SF 684 SF 686 SF 696 SF 686 SF 686 SF 720 SF 6,968 SF 28,566 SF EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 20 September 1, 2021214 Living Bedroom Living T T dn dn opentobelow up up R R R Master Bedroom M. Bath M. Closet P.R. Dining Kitchen Entry Cl. 2 Bath 2Cl. 3Bath 3 Bedroom 3 Bedroom 2 BathCloset LinenP.R. Kitchen Living Stor. Kitchen P.R.Linen Bedroom Closet Bath opento sky T 3 Bedroom 1 Bedroom #1 1 Bedroom #2 EXHIBIT NBCC Planned Community F A I R W A Y L O F T S KEY PLAN 21 of 29 2 0 5/15/2020Second Floor Plan 2ND FLOOR 3 Lofts: 1 Bedroom #1 1 Bedroom #2 3 Bedroom Total 2nd Floor SF: 1,309 SF 1,288 SF 2,796 SF 5,393 SF EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 21 September 1, 2021215 Kitchen T T T dn dn R Living Bedroom 4 Closet 4 Bath 4 Bedroom 3 Closet 3 Bath 3 Bedroom 2 Closet 2 Bath 2 P. P.R. M. Closet M. Bath Master Bedroom Dining Media opento sky T T EXHIBIT NBCC Planned Community F A I R W A Y L O F T S KEY PLAN 22 of 29 2 0 5/15/2020Third Floor Plan TOP FLOOR Fairway Penthouse Condominium: 4,683 SF Total Top Floor SF: 4,683 SF EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 22 September 1, 2021216 Trash Elev. Equip. Mech/Stor. Mech./Sto.Bikes/Strorage 12 3 4 5 6 7 8 9 10 1211 1413 1615 20 19 18 17 21 22 Entry from PoolDeck levelEntry fromParking level up up ramp down toParking level 1st Floor above up up Fairway Loft Parking11,522 SF 109.0 EXHIBIT NBCC Planned Community F A I R W A Y L O F T S KEY PLAN 23 of 29 2 0 5/15/2020Garage Floor Plan Parking spaces: 22 Parking Garage: 11,522 SF GARAGE EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 23 September 1, 2021217 EXHIBIT NBCC Planned Community B U N G A L O W S KEY PLAN 29 of 29 2 05/15/2020VIEW FROM GOLF CLUBHOUSE EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace EXHIBIT NBCC Planned Community T H E B U N G A L O W S FLOOR PLANS KEY PLAN 2 1 of 2905/15/2020CONCIERGE &CONCIERGE &CONCIERGE &CONCIERGE & GUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTERGUEST MEETING CENTER 2309 gross square feet2309 gross square feet2309 gross square feet2309 gross square feet Board Room - 12 Chairs Library - 6 Chairs Media Room - 18 to 22 Seats Guest Work - 2 Stations Outside Dining - 12 Seats Terrace PAGE 24 September 1, 2021218 Master BedroomLiving RoomKitchenDining RoomStudy LaundryBedroom TwoP.R.BathroomGarageWDNMaster ClosetDNDNDNF.F. 112.0F.F. 113.0F.F. 113.0F.F. 112.2NookEntryPantryF.F. 112.0Master Bathroom+36"DWDNTile Bench +18"Tile bench +18"T.W. 114.0T.W. 116.0T.W. 114.0T.W. 115.0F.S. 112.0F.S.112.0T.W. 115.0Jacuzzi+24"pppClosetstone wallEXHIBITNewport Beach Country ClubPlanned Community DistrictT H E V I L L A SFLOOR PLANS & ELEVATIONSKEY PLAN22 OF 6LAGUNA PLANFive Clubhouse Drive2178 ± square feetCONCEPT ELEVATIONSFLOOR PLANROOF PLANMATERIALS:• Smooth steel-troweled exterior plaster, color to match stone• Franciscan sandstone veneer and board formed concrete color to match stone exterior walls• Standing seam copper roofingSIDE ELEVATIONSIDE ELEVATIONVIEW FROM AUTO COURTVIEW FROM GOLF COURSEGOLF COURSEAUTO COURTAUTO COURTGOLF COURSE• Torrance steel windows, medium bronze finish219 Master BedroomLiving RoomKitchenDiningEntryStudyP.R.LaundryMaster BathroomGarageF.F. 114F.F. 113F.F. 114F.F. 112.7this edgeDNWine RoomNookMaster ClosetF.F. 1138x8 columnF.F. 112.5this edgeBathPantry48" rangeJacuzzi orWater featurepl.pl.F.S. 113T.W. 115.5F.S. 113.0metal gateF.S. 114.0ext. fireplaceT.W. 115.5T.W. 115open iron gatebuilt-in BBQT.W. 115.0F.S. 113200A service panelF.S. 114T.W. 119dnDWcoatsuplow walldnpl.pl.2nd floor abovednOpen to belowBedroom TwoBathClosetDeckdnGladding McBean clay roof tileblend #8 w/ Berkeley pans andCordova covers, mortaredwood doors and windowsGladding McBeanWindsor chimney potFranciscan sandstoneveneer6x6 @ 32" o.c.EXHIBITNewport Beach Country ClubPlanned Community DistrictT H E V I L L A SFLOOR PLANS & ELEVATIONSKEY PLAN23 OF 6SANTA BARBARA PLANSix Clubhouse Drive3440 ± square feetCONCEPT ELEVATIONSLOWER FLOOR PLANROOF PLANMATERIALS:• Smooth steel-troweled exterior plaster, omega base 10• Franciscan sandstone veneer exterior walls• Gladding McBean clay roof tile blend #8 with Berkeley pans and Cordova coversSIDE ELEVATIONSIDE ELEVATIONVIEW FROM AUTO COURTVIEW FROM GOLF COURSEGOLF COURSEAUTO COURTAUTO COURTGOLF COURSEUPPER FLOOR PLAN• Lowen windows, clear fir finish• Standing seam copper roof for rotunda• Copper gutters220 221 222 7 6 2 4 3 5 1 KEY PLAN Newport Beach Country Club Planned Community District T E N N I S C L U B H O U S E & B U N G A L O W S P A FLOOR PLAN KEY PLAN s t e a r n s A R C H I T E C T U R E 500 Broadway Laguna Beach,CA 92651949 376 7160 FAX 949 376 1560 TENNIS CLUBHOUSE: • PRO SHOP • OFFICE EXHIBIT31 OF 5 SPA FOR THE BUNGALOWS: • LOBBY • SPA • FITNESS • LOCKER ROOMS 1,065 square feet 10,071 square feet 06/07/2019SPA / TENNIS CLUBHOUSE TOTAL: 11,136 square feet PCD APPROVAL: 11,215 square feet 223 0.5 %1.0 %1.2 %1.9 % 1.6 % 2.4 % 1 . 4 %0.6 %1.3 %0.8 %60CITY OF NEWPORT BEACH BUILDING AND SAFETY DEPARTMENT NEWPORT BEACH COUNTRY CLUB PREPARED BY: /$1'675$7(*,(6//&*2/)5($/7<)81' *08*(27(&+1,&$/,1& FORMERLY 1602 E. COAST HIGHWAY, NEWPORT BEACH, CA 926605, 6, 7, 8, 9, 10 & 11 CLUBHOUSE DRIVE DEMOLITION PLAN5 EXISTING TENNIS COURTS &FENCING TO BE PROTECTEDIN PLACEDEMOLITIONLIMITSDEMOLITIONLIMITSDEMOLITIONLIMITSDEMOLITIONLIMITSDEMOLITIONLIMITSDEMOLITIONLIMITS'(02/,7,21127(PROTECTGOLF RESTROOMS& SNACK SHACKPROTECT EXISTINGGOLF COURSEGRANVILLERESIDENCECLUBHOUSEGAS METERTELEPHONETERMINALELECTRICALSUB-PANELPROTECTGOLF PUMP HOUSEPROTECTELECTRICSWITCH GEARPROTECTAT&T PEDESTALPROTECTELECTRICMETERCABINETPROTECTS.C.E. TRANSFORMERPROTECTTELEPHONEHANDHOLEGOLF COURSECLUB HOUSEENTRY GUARDSTATIONGRANVILLE DRIVECLUBHOUSE DRIVEPACIFIC COAST HIGHWAYPROTECTE.V. CHARGINGSTATIONTENNIS CLUBOFFICEEXISTINGLOCKERROOMSREMOVE ALL IMPROVEMENTSREFER TO CONSTRUCTIONSTAGING PLANPROTECT FENCE ANDHEDGE ON PROPERTY LINEPROTECT EXISTING PARKING AND CURBPROTECT CURBTEMPORARY BUILDINGSTURN-A-ROUND REQUIREDWHEN ONLY 1 ENTRY IS OPENEXISTINGADAPARKINGRAMPRAMPPARKINGPARKING25' WIDE FIRE ACCESS TO BEMAINTAINED UNTIL BUILDINGSARE DEMOLISHED OR NEWPAVING IS IN PLACEPROTECT UNTILOWNERAUTHORIZESREMOVALFIRE ANDADA ACCESSFHFHFHDEMOLITIONLIMITS224 STOP STOPSTOPNOPARKINGONE WAYDO NOT ENTERRESERVEDEMPLOYEEONLYRESERVEDEMPLOYEEONLYNOPARKING 60CITY OF NEWPORT BEACH BUILDING AND SAFETY DEPARTMENT NEWPORT BEACH COUNTRY CLUB PREPARED BY: /$1'675$7(*,(6//&*2/)5($/7<)81' *08*(27(&+1,&$/,1& FORMERLY 1602 E. COAST HIGHWAY, NEWPORT BEACH, CA 926605, 6, 7, 8, 9, 10 & 11 CLUBHOUSE DRIVE GRADING LIMITS EXHIBIT6 ROUGHGRADINGROUGHGRADINGROUGHGRADINGPRECISEGRADINGPRECISEGRADINGPRECISEGRADINGPRECISEGRADING127(6PLPLPLEXISTING TENNIS COURTSNO GRADING PROPOSEDROUGHGRADINGFUTUREBALANCE AREATO RECEIVEFILL FROMPARKINGGARAGES &POOLFUTUREPARKINGGARAGEEXCAVATIONFUTUREPOOLEXCAVATIONFUTUREHARDSCAPENEW WALLFUTUREWALLPRECISEGRADINGPRECISEGRADINGFUTUREPARKINGGARAGEEXCAVATIONNEW WALL225 STOP STOPSTOPNOPARKINGONE WAYDO NOT ENTERRESERVEDEMPLOYEEONLYRESERVEDEMPLOYEEONLYNOPARKING 60CITY OF NEWPORT BEACH BUILDING AND SAFETY DEPARTMENT NEWPORT BEACH COUNTRY CLUB PREPARED BY: /$1'675$7(*,(6//&*2/)5($/7<)81' *08*(27(&+1,&$/,1& FORMERLY 1602 E. COAST HIGHWAY, NEWPORT BEACH, CA 926605, 6, 7, 8, 9, 10 & 11 CLUBHOUSE DRIVE SWPPP-EROSION CONTROL PLAN22 PORTION OF EXISTINGTENNIS COURTS TO BEPROTECTED IN PLACE'U\6HDVRQ5HTXLUHPHQWV 0D\WKURXJK6HSWHPEHU :HW6HDVRQ5HTXLUHPHQWV 2FWREHUWKURXJK$SULO /,0,762):25.PORTION OF EXISTINGTENNIS COURT TO BEPROTECT IN PLACE/,0,762):25./,0,762):25./,0,762):25.ALL WASTE, INCLUDING INORGANIC MATERIALS INEROSION CONTROL DEVICES SHALL BE REMOVEDWHEN THE N.P.D.E.S. NOTICE OF TERMINATION IS FILED.7(0325$5<'(7(17,21%$6,16:$7(548$/,7<6$03/,1*67$7,21,167$//67250'5$,1&211(&7,21%()25(6,7(*5$',1*,15$,1<6($621226 NOPARKINGRESERVEDEMPLOYEEONLYRESERVEDEMPLOYEEONLYSTOPNOPARKINGONE WAYDO NOT ENTERRESERVEDEMPLOYEEONLYRESERVEDEMPLOYEEONLY60CITY OF NEWPORT BEACH BUILDING AND SAFETY DEPARTMENT NEWPORT BEACH COUNTRY CLUB PREPARED BY: /$1'675$7(*,(6//&*2/)5($/7<)81' *08*(27(&+1,&$/,1& FORMERLY 1602 E. COAST HIGHWAY, NEWPORT BEACH, CA 926605, 6, 7, 8, 9, 10 & 11 CLUBHOUSE DRIVE EROSION CONTROL NOTES AND23WATER QUALITY DETAILS 227 STOP STOPSTOPNOPARKINGONE WAYDO NOT ENTERRESERVEDEMPLOYEEONLYRESERVEDEMPLOYEEONLYNOPARKING 60CITY OF NEWPORT BEACH BUILDING AND SAFETY DEPARTMENT NEWPORT BEACH COUNTRY CLUB PREPARED BY: /$1'675$7(*,(6//&*2/)5($/7<)81' *08*(27(&+1,&$/,1& FORMERLY 1602 E. COAST HIGHWAY, NEWPORT BEACH, CA 926605, 6, 7, 8, 9, 10 & 11 CLUBHOUSE DRIVE CONSTRUCTION STAGING PLAN33 BUNGALOWSFAIRWAYSTADIUMCOURTEXISTINGTENNISCOURTSTOREMAINTENNISCLUBVILLASFUTUREPOOLSTAGE 3STAGE 1STAGE 5STAGE 2STAGE 5STAGE 4STAGE 2STAGE 3STAGE 5STAGE 1STAGE 2STAGE 4STAGE 3STAGE 2STAGE 5STAGE 2STAGE 5LOFTSLOFTSSTAGE 2STAGE 3BUNGALOW228 229 230 231 232 233 LAND STRATEGIES, LLC234 SECTION E - ENOT TO SCALESECTION F - FNOT TO SCALESECTION K - KNOT TO SCALESECTION J - JNOT TO SCALESECTION I - INOT TO SCALESECTION G - GNOT TO SCALESECTION H - HNOT TO SCALESECTION B - BPRIVATE STREETNOT TO SCALESECTION C - CEXISTING IRVINE TERRACEPRIVATE STREETNOT TO SCALESECTION A - APRIVATE STREETNOT TO SCALELAND STRATEGIES, LLC235 INTENTIONALLY BLANK PAGE236 Community Development Department CITY OF NEWPORT BEACH COMMUNITY DEVELOPMENT DEPARTMENT 100 Civic Center Drive Newport Beach, California 92660 949 644-3200 newportbeachca.gov/communitydevelopment Memorandum To: Planning Commission From: David Lee, Associate Planner Date: September 6, 2022 Re: Item No. 3: Tennis Club at Newport Beach Staff Report Revision ________________________________________________________________ Page 4 (Handwritten Page 7) of the Staff Report contains an incorrect description related to ancillary hotel uses. The previously approved project from 2012, as described in the “Project Setting and Background” section, does not include a performance therapy center, yoga pavilion, hotel office, and common area. Instead, the approved project only includes a spa and fitness center and a concierge guest center. The performance therapy center, yoga pavilion, hotel office, and common area would be accommodated as part of the proposed amendment. Planning Commission - September 8, 2022 Item No. 3a - Additional Materials provided by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) Exhibit 1 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MICHAEL YODER (SBN 83059) myoder@omm.com O’MELVENY & MYERS LLP 610 Newport Center Drive 17ᵗʰ Floor Newport Beach, California 92660-6429 Telephone: +1 949 823 6900 Facsimile: +1 949 823 6994 JACOB C. GONZALES (SBN 235555) jgonzales@jcg-law.com jcg | law 23 Corporate Plaza Drive, Suite 150 Newport Beach, California 92660-7901 Telephone: +1 949 313 8545 Attorneys for Claimants MESA SHOPPING CENTER-EAST, LLC MIRA MESA SHOPPING CENTER-WEST, LLC and FAINBARG III, LP JUDICIAL ARBITRATION AND MEDIATION SERVICES ARBITRATION PROCEEDING – ORANGE COUNTY OFFICE MESA SHOPPING CENTER-EAST, LLC, a California limited liability company; MIRA MESA SHOPPING CENTER-WEST, LLC, a California limited liability company; and FAINBARG III, LP, a California limited partnership, Claimants, v. GOLF REALTY FUND LP, a California limited partnership fka O HILL PROPERTIES, a California limited partnership, Respondent. JAMS Case No. 5200000090 CLAIMANTS’ DEMAND FOR ARBITRATION AND STATEMENT OF CLAIMS FOR: (1)DECLARATORY ANDINJUNCTIVE RELIEF;(2)BREACH OF CONTRACT;(3)BREACH OF THE COVENANT OFGOOD FAITH AND FAIRDEALING;(4)ACCOUNTING; AND(5)DECLARATORY RELIEF Claimants Mesa Shopping Center-East, LLC, Mira Mesa Shopping Center-West, LLC, and Fainbarg III, LP (collectively “Co-Owners” or “Claimants”), hereby allege as follows: //// Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 2 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I. INTRODUCTION 1. The parties, tenant in common owners of the approximate 7-acre Newport Beach tennis club property commonly known as 1602 E. Coast Highway, Newport Beach, CA 92660 (the “Tennis Property”), are no strangers to arbitration. This action marks their fifth such proceeding. In 2013, Respondent obtained an arbitration award that allowed him to complete a few remaining discretionary entitlements, which he had been pursuing for almost 15 years, for his so-called “master plan” to redevelop the Tennis Property. In 2020, Co-Owners obtained an arbitration award finding they had not consented, and were not required to consent, to Respondent’s master plan to redevelop the Tennis Property. It was also established at the 2020 arbitration that Respondent had finished processing the few remaining discretionary entitlements for his master plan. Thus, any right Respondent had under the 2013 award to process his discretionary entitlements had run its course. 2. Co-Owners were surprised to learn in late November 2021 that Respondent was applying for new entitlements for the Tennis Property without their knowledge or consent. Respondent submitted new entitlement applications to the City of Newport Beach (the “City”) over Co-Owners’ instructions that he did not have their consent—express or implied—to process any more entitlements or to spend ownership funds doing so. Respondent concealed from Co- Owners that he had submitted new applications, and when Co-Owners finally learned of the new entitlement applications, they made multiple requests to Respondent in writing to stop and to provide them with information about his entitlement applications. Respondent ignored Co- Owners’ requests. 3. Co-Owners also learned in December 2021 that Respondent had allowed a new operator to start a restaurant at the Tennis Property without obtaining the Co-Owners’ consent as required under the parties’ written agreement for the Property, and that Respondent had submitted a liquor license application purportedly on behalf of the Property ownership along with that operator without notifying Co-Owners. Co-Owners then discovered in February 2022 that alcohol was being sold at the Tennis Property without a liquor license. Co-Owners asked Respondent in writing for basic information about the new operator at the Tennis Property, including to be Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 3 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 provided any purported lease with the operator, and that Respondent stop the unlawful sale of alcohol. Respondent ignored their request for information and Co-Owners are informed and believe, and thereon allege, that alcohol continues to be sold at the Tennis Property without a license. 4. Respondent is ignoring Co-Owners’ rights and his duties to them by treating the Tennis Property as though it is his to do with as he pleases. Respondent has spent significant ownership funds while failing to respond to Co-Owners’ requests for basic information and running afoul of his limited duties as managing owner. Rather than cooperate and seek to work toward a consensus with Co-Owners, Respondent is attempting to present them with a fait accompli for his development project for the Tennis Property while exposing them to real liability by placing an operator at the Property without Co-Owners’ consent and allowing that operator to unlawfully sell alcohol. Co-Owners bring this arbitration to remove Respondent as managing owner or, alternatively, to enjoin him from further breaches of his agreement with Co-Owners. II. THE PARTIES 5. Claimant Mesa Shopping Center-East, LLC (“Mesa East”), is a California limited liability company with its principal place of business in the City of San Diego. 6. Claimant Mira Mesa Shopping Center-West, LLC (“Mesa West”), is a California limited liability company with its principal place of business in the City of San Diego. 7. Claimant Fainbarg III, LP (“Fainbarg III”), is a California limited partnership with its principal place of business in the City of Costa Mesa. 8. Co-Owners are informed and believe, and thereon allege, that Respondent Golf Realty Fund, LP (“GRF” or “Respondent”), is a California limited partnership, which is managed by Robert O Hill, with its principal place of business in the City of Newport Beach. III. VENUE AND JURISDICTION 9. This action stems from the Agreement Between Real Property Owners – Balboa Bay Club Racquet Club of March 8, 1994 (the “OIC Agreement”), for the Tennis Property, the legal description of which is set forth in Exhibit A to the OIC Agreement. Exhibit A attached hereto is a copy of the OIC Agreement. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 4 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 10. Section 26 of the OIC Agreement states: “All disputes arising under this agreement will be resolved by submission to arbitration at the Orange County offices of Judicial Arbitration & Mediation Services Inc. (‘JAMS’) for binding arbitration. The parties may agree on a retired judge from the JAMS panel. If they are unable to agree, JAMS will provide a list of three available judges and each party may strike one. The remaining judge will serve as the arbitrator at the arbitration hearing.... Nothing in this paragraph shall in any way limit or otherwise restrict a party’s right or ability to obtain injunctive relief or appointment of a receiver through the Court system.” 11. Pursuant to the OIC Agreement, the claims set forth in this Arbitration Demand are subject to arbitration before a retired judge at JAMS in the County of Orange. Co-Owners reserve the right to obtain injunctive relief through the Court system as provided in Section 26. IV. GENERAL ALLEGATIONS A. Tenant in Common Ownership of the Tennis Property 12. In around 1994, the parties acquired the Tennis Property. Tenant in common ownership in the Tennis Property is apportioned as follows: • Claimant Fainbarg III has a 25% interest, • Claimant Mesa East has a 15% interest, • Claimant Mesa West has a 10% interest, and • Respondent has a 50% interest. 13. The parties also co-own (as tenants in common) the adjacent Newport Beach Country Club located at One Clubhouse Drive, Newport Beach, CA 92660 (f/k/a 1600 E. Pacific Coast Highway, Newport Beach, CA 92660) (the “Golf Property”). Pursuant to the Agreement Between Real Property Owners – Newport Beach Country Club of September 30, 1992, the terms of which are almost identical to the OIC Agreement, tenant in common ownership in the Golf Property is apportioned the same as the ownership in the Tennis Property. 14. Under two essentially identical agreements, for years O Hill Properties, now known as Golf Realty Fund, both controlled by Robert O Hill (hereinafter referred to as “O Hill”), acted as the managing owner, under limited powers, for the tenant in common owners of Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 5 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the Tennis and Golf Properties. As both Properties were under long-term triple net leases to tenants, the fundamental job of O Hill was to collect rents, pay the minimal expenses associated with overseeing the Properties, and then pay distributions to all the tenant in common owners. 15. The OIC Agreement provides the managing owner with only limited authority over the Tennis Property, as most decisions are reserved to the tenant in common owners or require at least a majority vote. For example, before O Hill (as the managing owner) could make a material expenditure for a capital improvement at the Tennis Property he must first obtain the written consent of at least one of the Co-Owners. See OIC Agreement § 7(d). Similarly, any conveyance of an interest in the Tennis Property, including a leasehold interest, must be in a writing signed by all the owners. Id. § 3. Aside from the limited powers given to the managing owner to collect rents and pay ordinary expenses, the OIC Agreement expressly provides that each tenant in common owner retains the right to deal with his interest in the Tennis Property as such owner sees fit. Id. § 1. B. History of Problems with O Hill’s Management 1. Past Problems with Tennis Property 16. Early on, in the 1990s, O Hill explored ways to redevelop the Tennis Property. He sought to rezone the Tennis Property from open space recreational to a mixed use, which would allow commercial and residential development. Co-Owners were supportive of O Hill’s initial efforts to obtain an upzoning of the Tennis Property from open space to mixed use and had no objection to his use of limited ownership funds for that purpose. O Hill developed several ideas for possible site plans but spent relatively modest amounts of ownership funds doing so. 17. In around 2007, however, O Hill started spending considerable amounts of ownership funds, prompting Co-Owners to begin asking questions and requesting information to better understand both what O Hill planned, and the underlying economics of a possible Tennis Property redevelopment. O Hill only reluctantly turned over information for his development plan for the Tennis Property, which O Hill referred to as his “Master Plan,” which involved obtaining discretionary entitlements for the Tennis Property for the following three specific uses: 5 single family residential units (referred to as the villas), 7 tennis courts with a new tennis clubhouse/spa Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 6 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 building, and a hotel with 27 rooms (referred to as the bungalows). 18. Within a year or so of initiating their fact-finding process, it became apparent to Co-Owners that O Hill’s proposed Master Plan did not maximize the Tennis Property’s value for all the tenant in common owners, or that O Hill at least had not provided Co-Owners with meaningful information to support his proposed Master Plan’s economics. It was also apparent that O Hill’s Master Plan was really about his personal interests in developing the Tennis Property even though those interests were not shared by Co-Owners, and he was pursuing those interests at Co-Owners’ expense. On February 20, 2008, Co-Owners asked O Hill in writing to stop – formally objecting to his further processing discretionary entitlements for his Master Plan. Rather than stop, O Hill ramped up his spending of ownership funds on his discretionary entitlements for his proposed Master Plan. 2. 2011-13 Arbitration with Judge Fromholz 19. In April 2011, the Co-Owners commenced a JAMS arbitration proceeding with Hon. Judge Hayley Fromholz (Ret.) to enjoin O Hill from further processing his discretionary entitlements for his Master Plan. Judge Fromholz issued his decision in May 2013. Exhibit B attached hereto is a true and correct copy of Judge Fromholz’ May 17, 2013, Final Award. 20. Judge Fromholz found the OIC Agreement did not expressly give O Hill (as managing owner) expansive powers, and that the Agreement was ambiguous in that it neither clearly authorized nor restricted O Hill from pursuing the discretionary entitlements for his Master Plan: “The Agreements do not expressly give the Managing Owner expansive powers. For example, Recital C of the Agreements states merely that the ‘Owners ... believe it necessary and appropriate to have one Owner be the managing Owner for purposes of accounting and administration.” (Fromholz Award at 8, underline added.) 21. In addition to finding the OIC Agreement was ambiguous, Judge Fromholz concluded that Co-Owners had sat on the sidelines and waited too long to protest the few remaining discretionary entitlements O Hill was processing for his Master Plan. Judge Fromholz found that O Hill could finish the limited work left to complete the discretionary entitlements for his Master Plan since he had purportedly been pursuing them for almost 15 years and very little Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 7 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 remained for O Hill to do (hereinafter, “2012 Discretionary Entitlements”): “At the time that [Co-Owners] voiced their objection in February 2008, O Hill had been actively pursuing the discretionary entitlements for nearly fifteen years. Voters approved the general amendment and the only remaining [discretionary] entitlements were the development standards such as height limits, landscaping, vehicle access, and parking. Thus, very little remained to complete the NBCC Plan.” (Id. at 9, underline added.) 22. Judge Fromholz found that, as of May 2013, the only items that remained for O Hill to complete his 2012 Discretionary Entitlements were ministerial development standards: “Currently, the development standards for the NBCC Land such as height limits, landscaping, vehicle access, and parking, are still undetermined. The development standards are the final discretionary entitlements for the NBCC Land. Proceedings are continuing to be held before the City to determine the development standards.” (Id. at 4, underline added.) 3. 2015-16 Arbitration with Justice Sonenshine 23. Following the conclusion of the parties’ arbitration with Judge Fromholz, and for almost two years, Co-Owners made multiple written requests to O Hill asking to be provided meaningful information about his 2012 Entitlements and Master Plan. O Hill ignored Co-Owners’ requests. Thus, in April 2015, Co-Owners initiated another arbitration against O Hill, this time with the Hon. Justice Sheila Prell Sonenshine (Ret.), to obtain an order allowing them to access information concerning the work-product resulting from the hundreds of thousands of dollars of ownership funds spent by O Hill on his 2012 Discretionary Entitlements and Master Plan, and to enforce their contractual right to have an audit performed concerning those expenditures. 24. In August 2016, Co-Owners prevailed in the parties’ arbitration with Justice Sonenshine and obtained the audit they were seeking, information concerning O Hill’s expenditure of ownership funds on his Master Plan and O Hill’s stipulation to provide annual written status and financial reports as required under section 7 of the OIC Agreement. Justice Sonenshine also awarded Co-Owners their attorneys’ fees and costs as the prevailing parties. 4. 2017-20 Arbitration with Justice King 25. In 2017, O Hill sued Co-Owners seeking to force them to go along with the Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 8 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 development of his 2012 Discretionary Entitlements and Master Plan – i.e., the construction of a 27-room hotel, 5 villa residences, and a new tennis clubhouse and 7 courts. In March and May 2019, an evidentiary hearing was held with the Hon. Justice Jeffrey King (Ret.) at JAMS, and on April 8, 2020, Justice King issued his Final Award. Exhibit C attached hereto is a true and correct copy of Justice King’s April 8, 2020 Final Award, which was confirmed and entered as a Judgment on March 26, 2021, in Orange County Superior Court Case No. 30-2020-01159790- CU-PA-CJC. 26. By his Final Award, Justice King denied all of O Hill’s claims against the Co- Owners and found in favor of the Co-Owners on all of their cross-claims against O Hill, determining, among other things, that: • Co-owners had not already consented, were not estopped from withholding their consent, and had no duty to consent, under the OIC Agreement (or otherwise) to the sale, lease or improvement of the Tennis Property as part of O Hill’s 2012 Discretionary Entitlements and Master Plan. • Under the OIC Agreement each owner has the unfettered right to refuse for any reason to sell its interest the Tennis Property or any portion thereof. • Relative to the leasing of the Tennis Property or portions thereof, no owner may refuse to lease the Tennis Property or portions thereof for an objectively unreasonable reason. • The Co-owners’ refusal to consent to the sale or lease of, or construction of improvements on, the Tennis Property as part of O Hill’s 2012 Discretionary Entitlements and Master Plan was not objectively unreasonable. (Justice King Final Award at 32-33.) 27. Also, O Hill acknowledged in the arbitration with Justice King that as of November 2018, he had completed his 2012 Discretionary Entitlements (which, in 2013, Judge Fromholz said he could finish processing since very little remained to complete them). Indeed, Justice King made it a point to say in his Final Award that O Hill had finally completed his 2012 Discretionary Entitlements: Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 9 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Judge Fromholz states at page 4 of his decision, “[c]urrently, the development standards for the NBCC Land such as height limits, landscaping, vehicle access and parking are still undetermined. The development standards are the final discretionary entitlements for the NBCC Land. Proceedings are continuing to be held before the City to determine the development standards.” To a reader it somewhat leaves the impression that he believed the process of entitlements was near completion. Entitlements were not completed until about five and one-half years later. (King Final Award at 5, fn. 3, emphasis added.) * * * * The master plan has three elements: there are 27 bungalows, 5 villas and the tennis club/spa. The tennis/spa building is an amenity for the bungalows and villas. The entity. By November 2018 he had: the Newport Beach Country Club Planned Community text, a zone change, site plan approval, state Water Quality Control Board approval, grading plan, storm drain plan, dry utility plans and street improvement plans, through plan check. They had all the entitlement approvals necessary to do the “bake- off. (Id. at 10, underline added.) 28. Thus, any right O Hill had to process his few remaining 2012 Discretionary Entitlements under Judge Fromholz’ award had run its course as of November 2018. C. Ongoing Issues with O Hill’s Management 1. In November 2021, Co-Owners Learned O Hill Was Applying for and Processing New Entitlements for the Tennis Property with the City 29. Co-Owners prevailed in the 2015-16 arbitration with Justice Sonenshine because O Hill was spending significant ownership funds on his Master Plan while refusing to provide Co-Owners with information about such expenditures. Co-Owners prevailed in the 2017-2020 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 10 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 arbitration with Justice King because, after O Hill had finally completed his 2012 Discretionary Entitlements, it was determined that under the OIC Agreement O Hill could not compel Co- Owners to go along with the development of the Tennis Property as part of O Hill’s Master Plan, and Co-Owners were not estopped from, nor being unreasonable, in withholding their consent to O Hill’s Master Plan. 30. After Justice King issued his Final Award, Co-Owners sent O Hill a series of letters on November 13, 2019, June 9, 2020 and July 28, 2020, putting him on notice that any right he had to process his few remaining 2012 Discretionary Entitlements under Judge Fromholz’ 2013 award (since O Hill had completed them) had run its course and that award did not support O Hill processing new entitlements for the Tennis Property, that he did not have Co- Owners’ consent to seek new entitlements and that he was not to spend ownership funds doing so. 31. Yet, in November 2021, Co-Owners discovered that O Hill, without their knowledge or consent and over their objections, was seeking City approval for a new project he had devised without Co-Owners’ input, which, Co-Owners are informed and believe, and thereon allege, would significantly change his Master Plan by, without limitation, increasing the number of hotel rooms from 27 to 41 (hereinafter the “2021 Project”). 32. Co-Owners are further informed and believe, and thereon allege, that for his 2021 Project, O Hill is applying for and processing, or that he intends to apply for and process, with the City, the following new entitlements for the Tennis Property: General plan amendment, PC text amendment, development agreement amendment, amendment to tract map, major site development review amendment, limited term permit amendment, coastal development permit amendment, traffic study and compliance with CEQA (hereinafter “New 2021 Entitlements”). Exhibit D attached hereto are copies of O Hill’s Community Development Planning Permit Application that Co-Owners are informed and believe, and thereon allege, O Hill submitted to the City in November 2021 and the NBCC Tennis Property Entitlement Amendment & Project Description that Co-Owners are informed and believe, and thereon allege, O Hill submitted to the City in February 2022. 33. On November 23, 2021, Co-Owners sent O Hill a letter expressing surprise that he Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 11 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 was processing his New 2021 Entitlements and reminding O Hill that he did not have their consent to process any more entitlements for the Tennis Property and was not to spend ownership funds doing so. Co-Owners asked O Hill in writing to stop, and to provide them with copies of the submittals he made to the City for his 2021 Project and his New 2021 Entitlements as well as for meaningful economic data he believed supported his 2021 Project. O Hill ignored Co- Owners’ requests. 34. On December 6, 2021, Co-Owners sent O Hill another letter again asking to be provided the information requested in their November 23 letter regarding his 2021 Project and his New 2021 Entitlements, and that he stop processing his New Entitlements. O Hill again ignored Co-Owners’ requests. 35. On January 21, 2022, Co-Owners again sent O Hill a letter asking that he provide them with copies of his submissions to the City for his 2021 Project and New 2021 Entitlements, and that he stop processing his New Entitlements. O Hill once more ignored Co-Owners’ requests. 36. O Hill has refused to comply with Co-Owners’ requests that he provide them with copies of his submittals to the City regarding his 2021 Project and his New 2021 Entitlements, and that he stop processing his New Entitlements, and it is clear that O Hill will only comply if ordered to do so and enjoined from taking further action in connection with his New 2021 Entitlements and from spending ownership funds on them. 2. In December 2021, Co-Owners Learned O Hill Is Processing a Liquor License for a Tenant at the Tennis Property He Never Disclosed 37. In October 2014, Grand Slam Tennis and its manager Sean Abdali (hereinafter collectively “Abdali”), started operating the tennis club at the Tennis Property without a written lease, apparently based upon a purported oral month-to-month agreement with O Hill calling for a $7,000 monthly license fee. Co-Owners are informed and believe, and thereon allege, the purported month-to-month arrangement with Abdali continues today, and the fee/rent Abdali is paying is well below market. 38. When Co-Owners learned Abdali was operating the tennis club, they asked O Hill Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 12 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 to get a basic written lease in place with Abdali that would provide for the monthly rent to be paid, length of the term, and Abdali’s obligation to pay the property taxes and maintain liability insurance covering all the owners. In response to Co-Owners’ request for a basic written lease with Abdali, O Hill apparently purported to promise Abdali, without Co-Owners’ knowledge or consent, that he could operate the tennis club for 25 years. 39. At the arbitration with Justice King, O Hill testified that he intentionally did not involve Co-Owners when making purported promises to Abdali regarding the tennis club, nor did O Hill seek Co-Owners’ approval before making such purported promises. Abdali testified Co- Owners never made any promises to him, and that he knew he needed Co-Owners to sign (as owners) any lease for the tennis club. 40. As part of the arbitration with Justice King, O Hill sought a declaration that Co- Owners had to sign a 22-year proposed lease with Abdali that O Hill had prepared and given to Abdali without Co-Owners’ knowledge or consent. Yet, O Hill also testified at the arbitration that “[u]nder the [OIC] agreement each owner must consent to any grant of a leasehold interest” and that “a majority [of owners] must agree as it relates to a lease.” (King Final Award at 11.) O Hill’s testimony is consistent with section 3 of the OIC Agreement, stating: “The Owners acknowledge and agree that...any leasehold interest [in the Tennis Property] ... may be granted, conveyed or so encumbered by the execution of the applicable instrument by each Owner.” (Underline added.) 41. Justice King denied O Hill’s claim, and agreed with Co-Owners, finding that Co- Owners had acted reasonably in declining to sign the proposed lease O Hill negotiated with Abdali. (King Final Award at 25-26.) 42. After Justice King issued his Final Award, Co-Owners sent O Hill letters on June 9, 2020, and July 28, 2020, again asking that he get a basic written lease in place for the tennis club setting forth the tennis club operator’s obligations to pay rent, taxes and insurance, and with a reasonable lease term in the range of one to three years. O Hill ignored Co-Owners’ requests. 43. In late November 2021, Co-Owners learned from reviewing the tennis club website (https://thetennisclubnb.com) that the club had 31 new pickleball courts. Apparently, several of the tennis courts at the club had been converted to pickleball courts, but O Hill had not Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 13 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 informed Co-Owners about the new pickleball courts. Thus, on November 23, 2021, Co-Owners once again sent O Hill a letter asking (1) for an update on the status of a basic, straightforward written lease with Abdali, and (2) for an accounting of the tennis club’s operations so they could understand how the 31 new pickleball courts at the club were impacting its membership and revenues. O Hill ignored Co-Owners’ requests. 44. On or about December 8, 2021, Co-Owners learned that without their knowledge or consent, a liquor license application was being processed for the Tennis Property with the City, and that the applicant for the liquor license was Clubhouse ATP, LLC—an entity Co-Owners had not heard of—and the application had been executed by O Hill on behalf of the Tennis Property ownership. Co-Owners are informed and believe, and thereon allege, that Exhibit E attached hereto is a copy of an application for a liquor license at the Tennis Property submitted by O Hill and Clubhouse ATP to the City on or about August 8, 2021. 45. Co-Owners also learned that Clubhouse ATP was, concurrent with its application with the City, also applying for a liquor license with the California Department of Alcoholic Beverage Control (“ABC”). Exhibit F attached hereto is a copy of an ABC website printout of December 9, 2021, showing Clubhouse ATP’s pending application for a liquor license. 46. On December 10, 2021, Co-Owners sent O Hill a letter expressing surprise that Clubhouse ATP (an entity about which he had not informed them) and O Hill were seeking a liquor license for the Tennis Property. Co-Owners were concerned about, among other things, potential exposure and liability as property owners should alcohol be sold at the Tennis Property. Co-Owners asked O Hill to halt the liquor license application until they could understand what protections against liability and exposure would be in place, including insurance, along with asking O Hill to provide them with copies of the submittals made to the City and ABC as part of the use permit and liquor license applications as well as any purported lease agreement made with Clubhouse ATP for the Tennis Property. O Hill ignored Co-Owners’ requests. 47. On December 16, 2021, the City Zoning Administrator approved O Hill’s and Clubhouse ATP’s use permit application for a liquor license at the Tennis Property. In response to the Co-Owners’ objections, including that O Hill did not have the authority to sign the use permit Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 14 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 application on behalf of the ownership, the Zoning Administrator informed Co-Owners that it viewed their objections as pertaining to matters between the Tennis Property’s owners in which the City did not want to get involved. The City also told Co-Owners they should take whatever action they believed appropriate to stop O Hill from proceeding with the use permit application. Co-Owners are informed and believe, and thereon allege, that as a condition for the Zoning Administrator agreeing to approve the use permit application, the City required O Hill to sign an agreement to indemnify and defend the City against any legal challenges to the use permit. 48. On January 3, 2022, Co-Owners filed an appeal of the Zoning Administrator’s approval of the use permit for a liquor license, and informed the City of their intent to commence this arbitration seeking, among other things, a legal determination and declaration that O Hill did not, and does not, have the authority to sign and submit the use permit application for a liquor license on behalf of the Tennis Property ownership, and before he could do so he was required to get the Co-Owners’ consent (which he did not have). Pursuant to Newport Beach Municipal Code (NBMC) section 20.64.030-B.1.a., a use permit approval by the City Zoning Administrator that is appealed has no force or effect as of the day the appeal is filed. 49. At the time of the submission of this Arbitration Demand to JAMS, Co-Owners’ appeal of the Zoning Administrator’s approval of the use permit had not yet been heard by the City’s Planning Commission. 50. Because O Hill refused to respond to—let alone acknowledge—Co-Owners’ requests for information about Clubhouse ATP, including their requests for copies of the submittals to the City and ABC for the use permit and liquor license O Hill and Clubhouse ATP were seeking along with any purported lease agreement with Clubhouse ATP, Co-Owners submitted a public records request to the City for documents relating to the use permit. In January 2022, the City produced responsive documents, including correspondence involving O Hill, that made it apparent that O Hill had purported to convey a leasehold interest in the tennis property to Clubhouse ATP, or he allowed Abdali to do so, without Co-Owners’ knowledge or written consent as required under section 3 of the OIC Agreement. For example, the City produced the following: (a) November 10, 2021, email from Patrick Rolfes of Clubhouse ATP to Liz Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 15 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Westmoreland at the City regarding the use permit, stating: “We subleased the space on July 7, 2021 and we are hopeful we can get through this process so we can start doing business.” (b) November 18, 2021, email from Liz Westmoreland at the City to O Hill stating that if the City grants the use permit and the ABC issues the liquor license to Clubhouse ATP that “it will be on the applicant [i.e., Clubhouse ATP] to comply with his private agreements including lease terms, etc.” O Hill responded on November 19, 2021, saying: “Understood.” 51. Co-Owners are also informed and believe, and thereon allege, that as part of the application for a liquor license at the Tennis Property that a written agreement was submitted to the ABC purporting to show Clubhouse ATP had a right to tenancy at the Tennis Property. Again, any such agreement purporting to convey a leasehold interest to Clubhouse ATP was made without Co- Owners’ knowledge or consent and in violation of their rights under the OIC Agreement. 3. In February 2022, Co-Owners Learned O Hill Was Allowing Alcohol to Be Sold at the Tennis Property Without a License 52. The Alcoholic Beverage Control Act requires an establishment to be licensed before it can sell alcohol and any person violating the statute is guilty of a misdemeanor. Cal. Bus. Prof. Code §§ 23300, 23301. 53. In February 2022, Co-Owners were surprised to learn alcohol was being sold at the Tennis Property without a liquor license apparently at a restaurant called the Clubhouse Grill being operated by Clubhouse ATP. O Hill had failed to inform Co-Owners a restaurant was open and operating at the Tennis Property, let alone selling alcohol without a license. //// //// //// //// //// //// Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 16 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 54. Below are pictures of alcohol being sold at the Clubhouse Grill on February 8, 2022: Picture of the cooler at Clubhouse Grill on Tuesday, February 8, 2022, stocked with beer, martini glasses, and beer taps. Picture of Indian Pale Ale (IPA) draft beer purchased on tap at Clubhouse Grill on Tuesday, February 8, 2022. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 17 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 55. Below are pictures of alcohol being sold at the Clubhouse Grill on Sunday, February 13, 2022: Picture of the bar at Clubhouse Grill on Sunday, February 13, 2022, stocked with alcohol. Picture of receipt from Clubhouse Grill showing IPA draft beer purchased on Tuesday, February 8, 2022, for $7.00. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 18 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Picture of bartender at Clubhouse Grill on Sunday, February 13, 2022, mixing and selling a Bloody Mary with Titos Vodka. Picture of Bloody Mary with Titos Vodka purchased at Clubhouse Grill on Sunday, February 13, 2022. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 19 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 56. Below are pictures of alcohol being sold at the Clubhouse Grill on Sunday, February 20, 2022: Picture of Clubhouse Grill mixed drink specials on Sunday, February 20, 2022, including an Espresso Martini and Skinny Margarita. Picture of receipt from Clubhouse Grill showing Bloody Mary with Titos Vodka purchased on Sunday, February 13, 2022, for $12.00. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 20 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Picture of bartender at Clubhouse Grill on Sunday, February 20, 2022, preparing and selling a mixed drink with Titos Vodka. Picture of receipt from Clubhouse Grill showing a mixed drink with Titos Vodka purchased on Sunday, February 20, 2022 for $12.00. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 21 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 57. On February 22, 2022, Co-Owners sent O Hill (as managing owner) a letter asking that he take whatever action necessary to cause anyone unlawfully selling alcohol at the Tennis Property—including Clubhouse ATP and Abdali—to immediately cease and desist doing so. Co- Owners expressed to O Hill that in addition to exposing them to substantial financial liability by allowing alcohol to be sold at the Tennis Property, selling alcohol without a license was a crime. 58. On March 3, 2022, O Hill responded to Co-Owners’ February 22, 2022, letter. He did not agree to stop the unlawful sale of alcohol at the Tennis Property nor deny it was taking place. Rather, O Hill somewhat bewilderingly stated that alcohol had been served at the Tennis Property “at tournaments and special events with a special catering permit for over 50 years” and that a “special permit” had been obtained by the Orange County Youth Sports Foundation for a January 29, 2022, event at the Tennis Property. 59. Co-Owners are informed and believe, and thereon allege, that even after O Hill received Co-Owners’ February 22, 2022, cease and desist letter, alcohol continues to be sold at the Tennis Property without a liquor license and, thus, unlawfully. 4. In January 2022, O Hill Recommenced His Efforts to Interfere with Co- Owners’ Exploration of a Tennis Property Redevelopment Opportunity 60. In the past, when Co-Owners have tried to explore redevelopment opportunities for the Tennis Property, O Hill has taken the position that his Master Plan is the only project that could get approved and any alternative opportunities were unworkable and not worth considering. O Hill’s modus operandi is to hijack the process by not only refusing to cooperate in exploring redevelopment alternatives to his Master Plan but to block their fair consideration by attempting to manufacture community opposition to any such alternative project. 61. For example, in 2012 and unbeknownst to Co-Owners, O Hill hired the Chatten Brown law firm to file a lawsuit against the City in the name of the no-growth group “Friends of Good Planning”, seeking to enjoin the City from processing the adjacent Golf Property tenant’s plan to construct a new $40 million clubhouse because it was at odds with O Hill’s Master Plan and despite the fact that the Golf Property lease plainly gave that right to the tenant. In March 2012, O Hill attended a City Council meeting and represented that he was in no way supporting or Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 22 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 sponsoring the Friends of Good Planning lawsuit. In March 2017, Chatten Brown sued O Hill personally for unpaid legal fees it had incurred at his direction for the Friends of Good Planning lawsuit in 2012. In June 2017, O Hill paid Chatten Brown $15,000 using Tennis Property ownership funds to settle that lawsuit – without informing Co-Owners. 62. In 2019, upon learning that Co-Owners were trying to obtain a redevelopment proposal for the Tennis Property from the ownership group operating the adjacent Golf Property, O Hill and Abdali (the tennis club operator) launched the website savethetennisclub.org seeking to spread misinformation about the potential redevelopment project and circulating a petition opposing it. Their website called out the Co-Owners’ principals by name, Elliot Feuerstein and Irv Chase, claiming they “want to upend the General Plan approved by the voters of Newport Beach and eliminate the Tennis Club and the promised enhancements all together.” 63. Thus, on January 5, 2021, when Co-Owners learned the City was updating its Housing Element to address the state mandate for more housing and was accepting proposals for projects that may help meet the housing need, and that Ryan Co. (an established developer) was interested in entering into a long-term ground lease for the Tennis Property and constructing a multifamily redevelopment project there that could pay the owners millions in rent each year, Co- Owners sent O Hill a letter asking that he have an open mind, and to not interfere, as they attempted to meaningfully explore a lease proposal with Ryan Co. 64. On January 19, 2021, Co-Owners sent O Hill a copy of a letter they informed him they intended to send to the City letting it know they were in discussion with a few developers interested in redeveloping the Tennis Property and these projects would seem to be good candidates for participation in the City’s Housing Element Update, and Co-Owners hoped to share details about the projects with the City soon and to start exploratory discussions. O Hill did not object to Co-Owners sending their letter to the City. 65. On December 6, 2021, Co-Owners sent O Hill a letter letting him know they had negotiated and were in the process of drafting a proposed lease with Ryan Co. and expected to be able to share that lease with him for discussion within 30-60 days. Co-Owners also restated their request to O Hill that he not interfere with their efforts to secure a lease proposal from Ryan Co. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 23 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 66. On or about January 13, 2022, Co-Owners learned that a petition was being circulated at the tennis club and to its members to drum-up opposition to a Ryan Co. project at the Tennis Property. Co-Owners are informed and believe, and thereon allege, that petition was generated by the current tennis club operator Abdali and O Hill, or at least with O Hill’s knowledge. Exhibit G attached hereto is a copy of the Petition to Stop the Massive Development Proposed to Replace the Tennis Club at Newport Beach. 67. Co-Owners also learned of a new website—savethetennisclub.com/tennis-club/— further seeking to solicit opposition to Ryan Co. which Co-Owners are informed and believe, and thereon allege, was generated by Abdali and O Hill, or with O Hill’s knowledge. Exhibit H attached hereto is a copy of the savethetennisclub.com/tennis-club/ webpage. This is the same type of interference O Hill and Abdali engaged in 2019 when they created the website savethetenniclub.org upon learning of Co-Owners’ efforts to solicit a proposal for a long-term ground lease for the Tennis Property from the operators of the adjacent Golf Property. 68. On January 21, 2022, Co-Owners sent O Hill a letter stating that the petition being circulated at the tennis club and the savethetennisclub.com website opposing Co-Owners’ efforts regarding Ryan Co., which at that point merely consisted of obtaining a proposal, were acts of interference that needed to stop, and if it was shown that O Hill was involved as Co-Owners suspected that his conduct constituted a breach of his fiduciary duties and raised questions about his suitability to act as managing owner. Co-Owners asked that O Hill stop his efforts to incite opposition to a potential Ryan Co. project and that he instruct Abdali in writing to do the same. 69. On January 28, 2022, O Hill responded claiming to have no knowledge of the savethetennisclub.com website, but also saying he would not instruct Abdali to stop with his efforts to drum-up opposition to a potential Ryan Co. project, while taking an “I told you so” position and saying he was not surprised activists were mobilizing to oppose the project – at the same time conceding he had discussed the Ryan Co. project with those activists. O Hill’s behavior once more shows the lengths he will go to prevent any consideration of alternatives to his Master Plan. //// //// Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 24 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IV. CO-OWNERS’ ARBITRATION CLAIMS AGAINST O HILL FIRST CLAIM FOR RELIEF (Declaratory and Injunctive Relief) 70. Co-Owners incorporate by reference as though set forth in full, each and all the allegations set forth in Paragraphs 1 through 69, above. 71. Despite Co-Owners’ November 23, 2021, December 6, 2021, and January 21, 2022, letters asking O Hill to confirm in writing he had stopped processing his New 2021 Entitlements, and Co-Owners’ December 10, 2021, letter to O Hill asking that he stop processing the use permit for a liquor license at the Tennis Property, O Hill has failed to acknowledge the requests in Co- Owners’ letters and continues to process such applications. As such, Co-Owners bring this arbitration to seek a legal determination and declaration that O Hill does not, and did not, have the authority to process his New 2021 Entitlements or the use permit for a liquor license. 72. An actual controversy has arisen and now exists between Co-Owners and O Hill concerning their respective rights and obligations under the OIC Agreement. Co-Owners contend that in November 2018 O Hill finished processing his few remaining 2012 Discretionary Entitlements, and, thus, any right he had to process his Discretionary Entitlements ran its course and O Hill cannot continue to spend ownership money further entitling his already fully entitled Master Plan – especially since he cannot compel Co-Owners to consent to his Master Plan as Justice King determined, and that he was required to disclose any new entitlements or development plan to Co-Owners (and to continue to provide them with meaningful information regarding the same) and to obtain their consent before he could spend ownership funds and process his New 2021 Entitlements and the use permit for a liquor license at the Tennis Property, and that he does not have the Co-Owners’ consent to seek them. 73. An additional actual controversy has arisen and now exists between Co-Owners and O Hill under the OIC Agreement, in that Co-Owners are informed and believe, and thereon allege, that O Hill is purporting to convey a leasehold interest in the Tennis Property, or is allowing Abdali to do so with O Hill’s knowledge, including to Clubhouse ATP, without Co- Owners’ knowledge or written consent as required under section 3 of the OIC Agreement. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 25 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 74. Further, after Co-Owners sent O Hill their February 22, 2022 cease and desist letter to stop the unlawful sale of alcohol at the Tennis Property, Co-Owners are informed and believe, and thereon allege, that alcohol continues to be sold at the Tennis Property without a liquor license. Thus, an additional actual controversy has arisen and now exists between Co- Owners and O Hill, and Co-Owners also seek a legal determination and declaration that O Hill must take any and all action necessary to cause anyone unlawfully selling alcohol at the Tennis Property to immediately cease and desist doing so. 75. Because of the urgency and importance of the issues presented by the parties’ dispute, it is necessary and appropriate for the Arbitrator to resolve this dispute by issuing a declaration determining the respective rights and obligations of the parties with respect to the OIC Agreement. 76. Co-Owners have no adequate remedy at law and will suffer irreparable damage unless O Hill is enjoined from further taking the action identified herein. Co-Owners therefore seek a temporary restraining order, preliminary injunction and permanent injunction restraining O Hill, and agents, representatives, successors and assigns, from taking any further action in connection with the conduct identified herein. SECOND CLAIM FOR RELIEF (Breach of the OIC Agreement) 77. Co-Owners incorporate by reference as though set forth in full, each and all the allegations set forth in Paragraphs 1 through 76, above. 78. Recital C of the OIC Agreement states that O Hill’s limited purpose as managing owner concerns accounting and administration duties, and section 7—specifying O Hill’s limited authority under the OIC Agreement as managing owner—does not authorize O Hill to process entitlements for the Tennis Property. O Hill breached the OIC Agreement by processing, and spending ownership funds processing, his New 2021 Entitlements and the use permit for the liquor license without Co-Owners’ knowledge or consent. Co-Owners learned about O Hill processing his New Entitlements and use permit with the City in November and December 2021, and despite Co-Owners’ express written objections, and in breach of the OIC Agreement, O Hill Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 26 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 has persisted in processing them. 79. Section 3 of the OIC Agreement states that any conveyance of a leasehold interest in the Tennis Property must be in a writing signed by all the owners. Id. § 3. Co-Owners are also informed and believe, and thereon allege, that, in breach of section 3 of the OIC Agreement, O Hill has purported to convey a leasehold interest in the Tennis Property without Co-Owners’ knowledge or consent, including to Clubhouse ATP. 80. Section 7 of the OIC Agreement sets forth the duties of the managing owner, and section 7(e) provides that the managing owner is paid “an asset management fee” for performing those duties. Co-Owners are informed and believe, and thereon allege, that O Hill breached section 7 of the OIC Agreement by allowing alcohol to be sold at the Tennis Property without a liquor license and, thus, unlawfully and/or is being grossly negligent in performing his duties as managing owner by not preventing the unlawful sale of alcohol there. 81. Co-Owners have performed their obligations under the OIC Agreement except those which they have been excused or prevented from performing. 82. As a direct and proximate result of O Hill’s breaches of the OIC Agreement, Co- Owners have suffered, and will continue to suffer, direct and foreseeable damages, including but not limited to, O Hill’s improper and unauthorized expenditure of material sums of ownership money, in an amount to be determined at the arbitration hearing. THIRD CLAIM FOR RELIEF (Breach of Implied Covenant of Good Faith and Fair Dealing) 83. Co-Owners incorporate by reference as though set forth in full, each and all the allegations set forth in Paragraphs 1 through 82, above. 84. The OIC Agreement is subject to an implied covenant of good faith and fair dealing that all parties would act in good faith and with reasonable efforts to perform their contractual duties—both explicit and fairly implied—and not to impair the rights of other parties to receive the rights, benefits, and reasonable expectations under the Agreement. 85. O Hill breached the implied covenant of good faith and fair dealing by: (a) processing his New 2021 Entitlements and use permit with the City and Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 27 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 spending ownership funds doing so without Co-Owners’ consent; (b) purporting to convey a leasehold interest in the Tennis Property—or allowing Abdali to do so with his knowledge, including to Clubhouse ATP—without Co-Owners’ consent; (c) interfering with Co-Owners’ efforts to obtain a lease proposal from Ryan Co.; and (d) allowing alcohol to be sold at the Tennis Property without a liquor license. 86. Co-Owners have performed their obligations under the OIC Agreement except those which they have been excused or prevented from performing. 87. O Hill’s failure to act in good faith has denied Co-Owners the full benefit of their bargain under the OIC Agreement. 88. As a result of O Hill’s breach of the covenant of good faith and fair dealing, Co- Owners have suffered, and will continue to suffer, direct and foreseeable damages, in an amount to be determined at the arbitration hearing. FOURTH CLAIM FOR RELIEF (Accounting) 89. Co-Owners incorporate by reference as though set forth in full, each and all the allegations set forth in Paragraphs 1 through 88, above. 90. Co-Owners are unaware of the exact amount of ownership funds spent by O Hill on his New 2021 Entitlements or the use permit for a liquor license at the Tennis Property. The information necessary to ascertain those amounts is strictly within O Hill’s control. Accordingly, Co-Owners seeks a forensic accounting of those amounts. 91. Co-Owners are unaware of the financial impact the new pickleball courts (see paragraph 41 above) have had on the tennis club’s operation, and whether Clubhouse ATP or any other purported tenant is paying to, or sharing with, O Hill any income being generated by or at the tennis club other than the monthly rent O Hill reflects on the distribution summaries he provides to Co-Owners. The information necessary to ascertain those amounts is strictly within O Hill’s control. Accordingly, Co-Owners seek a forensic accounting of those amounts and the Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 28 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 tennis club’s operations. FIFTH CLAIM FOR RELIEF (Declaratory Relief) 92. Co-Owners incorporate by reference as though set forth in full, each and all the allegations set forth in Paragraphs 1 through 91, above. 93. Section 7(b) of the OIC Agreement provides that the owners of a majority of ownership interests in the Tennis Property not owned by the managing owner may elect to remove the managing owner for “cause” and appoint a new managing owner. Section 7(b) defines “cause” as “fraud, gross negligence or material default of a material obligation by Managing Owner.” 94. An actual controversy has arisen and now exists between Co-Owners and O Hill concerning their respective rights and obligations under the OIC Agreement. Co-Owners are informed and believe, and based thereon allege, that cause exists, including based on O Hill’s conduct alleged herein, to remove him as managing owner under the OIC Agreement. 95. Co-Owners have no adequate remedy at law and will suffer irreparable damage unless O Hill is enjoined from taking any further action purportedly on the basis that he is the managing owner. Co-Owners therefore seek a temporary restraining order, preliminary injunction and permanent injunction restraining O Hill, and his agents, representatives, successors and assigns, from taking any further action as the managing owner (including prohibiting him from spending Tennis Property funds, submitting entitlement applications purportedly on behalf of the Tennis Property owners, or purporting to convey a leasehold interest in the Tennis Property), and that O Hill and any other person or entity (including NBCC Land or NBCC L&I) with possession, custody or control of property of, or records relating to, the Tennis Property (including any bank account(s) and/or books and records), shall by personal service or otherwise fully cooperate with and assist the succeeding managing owner in taking and maintaining possession, custody, or control of such property and records and immediately transfer or deliver them to the succeeding managing owner. //// Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 29 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 WHEREFORE, Co-Owners pray for an Arbitrator’s Award on their claims as follows: ON THE FIRST CLAIM FOR DECLARATORY AND INJUNCTIVE RELIEF 1. For a determination and declaration that O Hill was required to disclose to and obtain Co-Owners’ consent before he could spend ownership funds on and process his New 2021 Entitlements and the use permit for a liquor license, and that he does not have the Co-Owners’ consent to seek his New 2021 Entitlements or the use permit for a liquor license and he must halt their processing and withdraw them from the City. 2. For a temporary restraining order, preliminary injunction and permanent injunction restraining O Hill, and his agents, representatives, successors and assigns, from taking any further action processing his New 2021 Entitlements or the use permit for a liquor license, or spending ownership funds thereon, without first obtaining the consent of one or more of the Co-Owners. 3. For a determination and declaration that, under section 3 of the OIC Agreement, O Hill was required to disclose to Co-Owners and obtain their written consent prior to purporting to convey a leasehold interest in the Tennis Property, including to Clubhouse ATP. 4. For a temporary restraining order, preliminary injunction and permanent injunction restraining O Hill, and his agents, representatives, successors and assigns, from taking any further action purporting to convey a leasehold interest in the Tennis Property, including to Clubhouse ATP. 5. For a determination and declaration that O Hill must take any and all action necessary to cause anyone unlawfully selling alcohol at the Tennis Property to immediately cease and desist doing so. 6. For a temporary restraining order, preliminary injunction and permanent injunction restraining O Hill, and his agents, representatives, successors and assigns, and any alleged tenant or licensee to whom O Hill has purported to convey a tenancy or other right to occupy or operate at the Tennis Property, from engaging in the unlawful sale of alcohol at the Tennis Property without a liquor license. //// //// Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) - 30 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ON THE SECOND AND THIRD CLAIMS FOR BREACH OF CONTRACT AND BREACH OF THE IMPLIED COVENANT 7. For damages in an amount to be proven at trial. ON THE FOURTH CLAIM FOR AN ACCOUNTING 8. For a forensic accounting (1) of the exact amount of ownership funds spent by O Hill on the 2021 Project, 2021 New Entitlements and the use permit for a liquor license at the Tennis Property, and (2) of the tennis club’s operations and revenues. ON THE FIFTH CLAIM FOR DECLARATORY RELIEF 9. For a determination and declaration that cause exists under the OIC Agreement to remove O Hill as managing owner. 10. For a temporary restraining order, preliminary injunction and permanent injunction restraining O Hill, and his agents, representatives, successors and assigns, from taking any further action purportedly on the basis as managing owner (including prohibiting him from spending Tennis Property funds, submitting entitlement applications purportedly on behalf of the Tennis Property owners, or purporting to convey a leasehold interest in the Tennis Property), and that O Hill and any other person or entity (including NBCC Land or NBCC L&I) with possession, custody or control of property of, or records relating to, the Tennis Property (including any bank account(s) and/or books and records), shall by personal service or otherwise fully cooperate with and assist the succeeding managing owner in taking and maintaining possession, custody, or control of such property and records and immediately transfer or deliver them to the succeeding managing owner. ON ALL CLAIMS: 11. For attorneys’ fees incurred in this action pursuant to section 27 of the OIC Agreement. 12. For costs of suit and out-of-pocket expenses. 13. For such other relief as the Arbitrator deems just and proper. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) -31 - ARBITRATION DEMAND AND STATEMENT OF CLAIMS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Dated: March 25, 2022 MICHAEL YODER O’MELVENY & MYERS LLP JACOB C. GONZALES jcg | law By: Jacob C. Gonzales Attorneys for Co-Owners/Claimants Mesa Shopping Center-East LLC, Mira Mesa Shopping Center-West LLC, and Fainbarg III LP Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) Exhibit A Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) RECORDING REQUBSTBD BY AND · WHEN RECORDED RETURN TO: 0 Hill Properties One Upper Newport Plaza Newport Beach, CA 92660 (Space Above for Recorder's Use) AGREEMENTBETWEENREALPROPERTYOWNERS BALBOA BAY CLUB RACQUET CLUB Newport Beach, California This Agreement Be~een Real Property Owners ("Agreement") is entered i•~to by and between O Hill Properties, a califomia limited partnership ("O Hil111), The Fainbarg Trust dated April 19, 1982 ("TFI'"), Mesa Shopping Center-East, a California general partnership (Mesa-East), Mira Mesa Shopping Center-West, a California general partnership ("Mira Mesa- West"), and Newport Beach Country Club, a California limited partnership ("NBCC Ltd"). 0 Hill, TFT, Mesa-East, Mira Mesa-West, and NBCC Ltd are sometimes referred to singularly as an "Owner" or "party" or collectively as the "Owners" or 11parties". RECITALS A. The Owners desire to own, lease, manage, maintain, refinance, encumber and hold for investment, as tenants in common, that certain real property comprising approximately 6.099 acres with improvements thereon, commonly identified as Balboa Bay Club Racquet Club located at 1602 East Pacific Coast Highway, in Newport Beach, California and legally described in Exhibit "Au attached (the •Property"). :B. The Owners have discussed the co-ownership of the Property and have concluded that to avoid conveyancing and ownership problems created by death, marital or other dissolution, bankruptcy or insolvency, disputes and the like, it is in the best interest of each Owner that the holding of the Property be governed by an agreement which defines the rights and duties of each Owner in the form of this Agreement. C. 1:he Owners also believe it necessary and appropriate to have one Owner be the managing Owner for purposes of accounting and administration. 6/10/9:¼ Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) NOW, THEREFORE, in consideration of the foregoing Recitals and the conditions and covenants hereinafter contained, the Owners hereby agree as follows: l. AGREEMENT AS TENANTS IN COMMON. The Owners agree to hold title to the Property as tenants in common to own> manage, maintain, lease, finance, refinance, and/or hold the Properly for investment in accordance with the terms of this Agreement. The Owners may conduct such other activities with respe.ct to the Property as are related to or compatible with the ownership of real estate. Subject to the provisions of this Agreement, each Owner retains the right to deal with his Inter~t in the Property (as defined in Section 3 below) as such Owner sees fit. 2. TERM. This Agreement shall become effective on the acquisition of the Property by the Owners, and shall continue thereafter until terminated pursuant to Section 13 below. 3. TITLE TO THE PROPERTY; CONVEYANCES AND LIENS. Concurrently with the recordation hereof, title to the Property shall be acquired by, and in the name of, the Owners as their interests appear in Exhibit "B" attached (each an "Interest") and shall thereafter be held in the name of the Owners as tenants in common. The Owners acknowledge and agree that the Property, or any interest therein, including any leasehold interest, any deed of trust granted or other encumbrances or liens placed thereon, may be granted, conveyed or so encumbered by the execution of the applicable instrument by each Owner, or if an Owner is obligated to convey, lease or encumber its interest in accordance with the terms of Section 4 of this Agreement and fails to do so within the time limits set forth herein, by the Managing Owner and the Additional Owner (both as defined in Section 7 below) in accordance with the powers of attorney granted to the Managing Owner and the Additional Owner as described in Section 7(c) below. Such conveyance or encumbrance by the.Managing Owner and the Additional Owner under such powers of attorney shall be binding upon each Owner. 4. FINANCING, REFlNANCINGS, SALE AND LEASING. (a) The Owners acknowledge that concurrently with the acquisition of the Property, the Owners shall place financing on the Property which may have a balloon payment at the due date thereof (the "Acquisition Financing"). Each Owner acknowledges that there will be refinancings of the Acquisition Financing from time to time. The Managing Owner shall have the right to obtain such refinancing for the Property on then market rates and terms. F.a.~h Owner shall have a duty to fully cooperate and not interfere or impede, in any manner, -2- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) in such refinancings including but not limited to signing appropriate documentation (e.g. notes, deeds of trust, assignments of rents and le.ases, guarantees and the like) within ten (10) days after being requested to do so by Managing Owner. Each Owner shall be responsible for its respective share, as determined by its pro rata ownership Interest in the Property, of the payments of principal and interest and other costs owing under the Acquisition Financing and refinancings. The Acquisition Financing and refinancings, however, may be a joint and several obligation of the Owners. Refinancing' shall only be permitted within two (2) years of the due date of the financing which then encumbers the Property and the amount shall not materially exceed the remaining principal balance of the then existing loan balance plus · refinancing related costs, unless the new loan is non-recourse to the Owners and is approved by sixty-five percent (65 %) or more of the ownership Interests in the Property. (b) The Managing Owner shall list the Property for sale and convey or otherwise transfer the Property if such transaction is approved by seventy percent (70%) or more of the ownership Interests in the Property. Each Owner shall have a duty to fully cooperate and not interfere or impede in any manner with such sale approved by seventy percent (70%) or more of the ownership Interests in the Property, including but not limited to the signing of a grant deed, sale agreements, assignment of leases and escrow instructions within ten (10) days after being requested to do so by Managing Owner. Any Owner who desires an exchange of its equity in the Property under Section 1031 of the Internal Revenue Code shall have the right to arrange for such exchange of its undivided ownership Interest~ provided that under no circumstances shall the inability of any Owner to consummate such an exchange delay the sale of the Property. The other Owners, at no cost or expense shall cooperate in such exchange, however, no Owner shall be required to take title to an exchange or other property as a part of such duty to cooperate. (c) Managing Owner may amend, terminate or extend the ground lease of tp.e Property only with the prior written consent of the Owners of a majority of the ownership Interests in the Property. Each Owner shall execute any such amendment, termination or extension approved by a majority of the ownership Interests in the Property within ten (10) days after being requested to do so by Managing Owner. (d) Any Owner who has a duty to execute any refinancing, sale or lease documentation and fails or refuses to do so shall be liable for all costs, liabilities, damages, claims and expenses including attorney's fees and legal costs which results to the other Owners from such failure or refusal. 5. LIMITATION OF OWNERS. Each Owner shall be subject to the following limitations: Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) (a) Each Owner hereby irrevocably waives any and all rights that such Owner may have to withdraw from the terms of this Agreement, maintain an action for the partition of the Property (unless Owners of 6S % or more of the Interests in the Property join or consent to such action), or otherwise force a sale of the Property during the tenn hereof,. except as expressly provided herein. (b) No Owner shall be entitled to interest on such Owner's contribution toward the purchase of the Property. No Owner shall have the right to withdraw or reduce such Owner's contribution toward the purchase of the Property. No Owner shall have the right to demand property other than cash in return for such Owner's contribution toward the purchase of the Property. No Owner shall have priority over any other Owner either as to the . return of contributions toward the purchase of the Property or as to other distributions. 6. CASH CALLS. Each Owner shall pay (i) such Owner's share of losses and negative cash flow necessary to cover the costs of owning the Property in proportion to such Owner's respec~ve Interest in the Property and (ii) any involuntary lien which encumbers an Owner's Interest (such as a tax, judgment or execution lien or an attachment) (a "Cash Call"). If an Owner fails to pay its Cash Call within twenty (20) days from the date set for such payment in a written notice that such amount must be paid from the Managing Owner (or any other Owner if the Managing Owner fails to send out a written notice when such Cash Call is necessary), such failure shall automatically constitute a granting by such Owner (a "Defaulting Owner") to the other Owners of the following alternative options in addition to all other remedies available at law: (i) the other Owners may advance the Defaulting Owner's re.quired Cash Call, in the proportions agreed upon by such other Owners, and absent such an agreement, in the proportion which the Interest of an Owner desiring to make such advance bears to the Interests of all Owners desiring to make such advance, and the Defaulting Owner shall convey (or if necessary1 the Managing Owner and any Additional Owner under the powers of attorney granted in Section 7(c) below shall convey) by grant deed a portion of Defaulting Owner's Interest in the Property in the proportion in which such advance bears to the Defaulting Owner's equity in the Property (the "Transferred Portion"). The determination of e.quity in the Property shall be based upon a ten percent (10%) capitalization rate of the preceding twelve (12) months net operating income, less the Defaulting Owner's prorata share of liens entered into by, or which encumber the Interests of, all of the Owners (the "Collective Liens") and outstanding or reasonably projected extraordinary expenses for the next one (1) year period. The Defaulting ~er shall remove liens from the title to the Transferred Portion so that the Transferred Portion conveyed to the Owners making such advance shall be free and clear of liens (except the Collective Liens), If the Defaulting Owner is unable to -4- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) deliver free and clear title to the Transferred Portion, the other Owners may purchase, at the same price paid for the Transferred Portion so much of the Interest of the Defaulting Owner (the "Additional Portion") so that enough cash is generated to allow for the delivery of the Transferred Portion and the Additional Portion by the Defaulting Owner to the other Owne~s free and clear. If the Property is not subject to a long term ground lease or long term ground leases (of if any such leases are then in default beyond any curative period), the equity in the Property of the Defaulting Owner shall be 90 % of the appraised value of the entire Property subject to all non monetary encumbrances thereof, based upon the highest and best use reasonably available for the Property, as determined by an independent MAI appraiser selected by a majority of the ownership Interests owned by the Non Defaulting Owners (the cost of which appraisal shall be charged to the Defaulting Owner) times the percentage Interest of the Defaulting Owner in the Property, and the Defaulting Owner1 s prorata share of the Collective Liens shall be subtracted therefrom; (ii) the other Owners may admit an additional owner upon the terms and conditions of this Agreement, which additional owner shall advance the Defaulting Owner1 s required Cash Call and receive a portion of the Defaulting Owner's Interest in the Property on the same basis as preceding subparagraph {i); (iii) the Managing Owner may borrow in the name of or on behalf of the Defaulting Owner the amount of the Cash Call and pledge or otherwise encumber the Interest in the Property of the Defaulting Owner to secure the loan, or (iv) the 0th.er Owners may advance to the Defaulting Owner the amount of such unpaid Cash Call owing by Defaulting Owner in which case a Promissory Note shall be executed by Defaulting Owner in'favor of the other Owners who have advanced the Cash Call of the Defaulting Owner, a copy of which Promissory Note is attached. as Exhibit "C" hereto and incorporated herein by this reference ("Promissory Note"). At the. election of the Owners who make an advance to the Defaulting Owner, the Promissory Note shall be secured by a deed of trust upon the Defaulting Owner's entire interest in the Property, and the Defaulting Owner shall execute all documents reasonably necessary to effectuate such encumbrance. If an expense, loss or damages are incurred by the Owners as the result of a Defaulting Owner not making a Cash Call on or before the date set for the Cash Call in the written notice sent out by the Managing Owner (or the other Owners, as applicable), the Defaulting Owner shall immediately pay such expense or loss in addition to any other damages caused by such failure. 7. MANAGING OWNER. (a) The Owners hereby appoint O Hill and its successors and assigns as Managing Owner. The duties of Managing Owner shall be as follows: (i) Managing Owner shall perform all of the duties of Managing Owner -5- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) as set forth in this Agreement. (ii) Managing Owner is authorized to take actions which are consistent with the terms of this Agreement, to carry out this Agreement including but not limited to the right to hire and/or retain on behalf of the Owners accountants, lawyers, appraisers, mortgage brokers, insurance agents and consultants which Managing Owner deems appropriate in its reasonable discretion. (iii) Managing Owner shall approve and coordinate the payment of the expenses of the ownership of the Property. (iv) Managing Owner shall maintain the books and records of the · Owners at the principal business office of Managing Owner. (v) Managing Owner shall have a fiduciary duty to prepare a written status and financial report for the Property and provide copies to each Owner within ninety (90) days after request from another Owner, and within seventy-five (75) days after the end of each calendar year. (b) The Owners of a majority of the ownership Interests in the Property shall have the right to select a new Managing Owner in place of O Hill, its successors and assigns if Robert O Hill is no longer the person primarily responsible for the overall management of the entity which constitutes the Managing Owner. In the event a Managing Owner sefis its entire interest in the Property or resigns as Managing Owner, the Owners by election of the Owners who own a majority of the Interests in the Property shall appoint a new Managing Owner. At any time, Managing Owner may be removed with cause by the written election of the Owners of a majority of the ownership Interests in the Property not owned by the Managing Owner, and a new Managing Owner shall be appointed by the Owners who own a majority of the ownership Interests in the Property. The votes cast by the Managing Owner in favor of a new Managing Owner may not be cast for the removed Managing Owner or any transferee of the removed Managing Owner's interests, If the removed Managing Owner does not vote to appoint a new Managing Owner within ten (10) days of being requested to do so by the other Owners, then the new Managing Owner shall be appointed by Owners of a majority of the ownership Interests in the Property not owned by Managing Owner. Such resignation or removal, and the new appointment shall be recorded in the office of the Orange County Recorder. In the event there is no Managing Owner, all actions of the Owners with respect to the Property shall require the unanimous written consent of the Owners, "Cause" as used -herein shall mean fraud, gross negligence or a material default of a material obligation by Managing Owner. The reasons for removal of a Managing Owner shall be material and specifically stated in the written notice of removal. (c) Managing Owner is hereby appointed as attorney in fact for each Owner for the purpose of ta1dng all actions which are approved in writing by the requisite percentage -6- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) of ownership Interests in the Property or which the Managing Owner is otherwise allowed or authorized to take hereunder, including execution of deeds, deeds of trusts, notes, assignment of leases, assignments of rents and leases, guarantees, lease amendments, extensions or terminati.ons, all in the name, place and stead and on behalf of each Owner with the same . validity and effect as if such Owner had executed same. Each Owner specifically agrees to be bound by all actions validly taken under such power of attorney. This power of attorney is coupled with an interest and is irrevocable. Each Owner also hereby appoints each other Owner as attorney in fact for such Owner for purposes of acting as an ad_ditional signatory to any action undertaken by Managing Owner pursuant to the provisions of Section 4 hereof, and of the power of attorney granted Managing Owner herein (each, an "Additional Owner"). ( d) Except for the protection of the Property or in the case of an emergency, no material sums shall be expended for capital improvements without the prior written consent of Owners who hold a majority of the Interests in the Property. (e) As compensation for the duties of Managing Owner under this Agreement, Managing Owner shall be reimbursed reasonable out of pocket costs incurred and paid to unaffiliated third parties and shall receive an asset management fee which shall be equal to one-half percent (½ % ) of the gross receipts from the operations of the Property, payable monthly. Managing Owner may deduct such amounts due Managing Owner or third parties from revenue received from the.Property, but shall identify amounts charged to the Owners, on at least a quarterly basis. (f) The Managing Owner shall not have the right to retain _couns~l at the Owner• s expense for a dispute between the Owners, unless the dispute results from i breach or default under the terms of this Agreement by an Owner or the Owners, other than the Managing owner. 8. DISTRIBUTIONS. Distributions of cash to the Owners shall be made as follows: (a) Cash from operations shall be distributed to the Owners .in accordance with their respective Interests in the Property on a monthly basis; provided, however, that the Managing Owner shall be entitled to maintain reasonable reserves for any future anticipated expenditures related to the ownership of the Property . . (b) Refinancing proceeds shall be distributed to the Owners in accordance with their respective Interests in the Property; provided, however, the Managing Owner shall be entitled to retain on behalf of the Owners the following refinancing proceeds: (i) such portion of the refinancing proceeds as the Owners of a majority of the Interests in the Property deem necessary for capital improvements to the Property, and (ii) such portion of the refinancing proceeds as may be necessary to establish reasonable reserves for anticipated future -7- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) expenditures of the Owners. (c) Net proceeds from the sale of the Property shall be distributed to the Owners in accordance with their respective Interests in the Property. Net proceeds from the sale of the Property sha1I be define.cl as the gross proceeds from the sale of the Property, less (i) all costs associated with such sale, (ii) payment of any encumbrance against the Property· (unless assumed by the buyer with seller released from liability thereon), (iii) payment of any other expenses related to ownership of the Property, and (iv) reasonable reserves for the payment of any future expenses related to the Property anticipated by the Managing Owner, during the one (1) year following the sale of the Property. The Managing Owner shall account for and distribute such reserve to the Owners within one (1) year following the sale of the Property, except to the extent that such reserve is still required to be maintained for a specific, then readily identifiable reasonably anticipated future expense. In the· event the Managing Owner retains such reserves for a period in excess of 12 months for such specific purpose, such reserve shall be accounted for and distributed as soon as reasonably possible following satisfaction or elimination of the obligation for which the reserve was created. (d) Notwithstanding Section 8(a), Section 8(b) and Section 8(c) to the contrary, (i) cash that would otherwise be distributed to an Owner shall instead be distributed to the other Owners to the extent provided in the Promissory Note, or to otherwise discharge all obligations of a Defaulting Owner under Section 6 above and (ii) the reserves retained under Section 8(a), Section 8(b) and Section 8(c) above shall not exceed $100,000 in the aggregate, without the prior written consent of the Owners of a majority of the Interests in the ~~-. 9. BOOKS AND RECORDS. Such books of account and records as are maintained by or for the Property shall be kept at the principal business office of the Managing Owner and be open to inspection by any Owner or accredited representative of any Owner, at a reasonable time upon reasonable advance notice. Each Owner shall have the right to make a separate audit of such books and records of the Property at such Owner's own expense; provided, however, if the audit is requested by Owners of at least fifty percent (50 % ) of the Interests in the Property, the audit shall be at the expense of all of the Owners. 10. CONTINUATION. The banlauptcy, foreclosure, tax lien, attachment or execution of judgment or other involuntary lien, insanity, disability, distribution, death or dissolution of or against an Owner shall not terminate the effects of this Agreement. Upon such an occurrence, the Interest in the Property of such Owner shall become vested in the guardian, administrator, executor, trustee, other legal representative or person or entity · entitled to the Interest in the Property of such Owner, who shall acquire all of the rights and -8- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) obligations provided in this Agreement and shall be subject to and bound by all of the terms and conditions of this Agreement; provided, however, in the case of involuntary liens, attachments, judgments or executions that such legal representative or person or entity shall be entitled only to receive distributions ori account of such Inte~t in the Property as provided for in Section 8 above and shall have no management or other decision making authority. 11. INCOME TAX CONSEQUENCES. Each Owner acknowledges that the tax consequences of an investment in the Property is a matter upon which such Owner's own personal tax adviser must conclude. Each Owner shall bear the income tax consequences of such.Owner's interest in the Property, which may be different than (i) such Owner's pro rata share of the purchase price of the Property as a result of the effects of a .carryover basis in the Property, or (ii) such Owner's actual share of the cash distributions from the Property. 12. . TENANCY IN COMM:ON -NOT A PARTNERSHIP. Each Owner agrees that the Ownership of the Property is a tenancy in common and not a partnership. Each Owner agrees to remain excluded from all of the provisions of Subchapter K of Chapter 1 of the Internal Revenue Code of 1986, as amended. Each Owner hereby covenants and agrees that each Owner shall report on such Owner's respective Federal and State income tax return, such Owner's respective share of items of income, deduction and credit which results from holding of its Interest in the Property, in a manner consistent with a tenancy in common commencing with the taxable year of the acquisition of the Property. No Owner sh~l notify the Commissioner of Internal Revenue (the "Commissioner") that such Owner desires that the Owners be treated as a partnership and that Subchapter K of the Code applies. Each Owner hereby agrees to indemnify and hold each other Owner free and harmless from all cost, liability, tax consequence and expense, including attomeys fees, which results from any Owner so notifying the Commissioner. 13. TERMINATION. This Agreement shall be immediately terminated upon the happening of any of the following events: (a) The sale or other disposition of all of the Property. (b) The unanimous decision of the Owners that this Agreement be terminated, in which event the Owners shall hold the Property as tenants in common and shall be governed by the laws of the S~te of California. (c) The purchase by one Owner of all the Interests of the other Owners in the Property. -9- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) 14. OPTION TO PURCHASE. (a) If an Owner desires to sell its Interest in the Property or a portion of its Interest in the Property, 0 Hill and its successors, as consideration for its role in the acquisition of the Property, shall have a first right to purchase all or a portion of such Inter~st in the Property. A selling Owner shall notify O Hill in writing of the portion of the Interest selling Owner desires to sell and selling Owner's desired price for such Interest. O Hill shall have thirty (30) days from the date it receives proper written notice to notify selling Owner that it will purchase all or a specific portion of the Interest being offered for sale by selling Owner. 0 Rill and selling Owner shall meet and try to agree on a purchase price. If, after thirty (30) days, 0 Hill and selling Owner are unable to agree on a purchase price then, at their expense, each will retain an MAI appraiser to appraise the entire Property without discount for partial ownership subject to all non monetary encumbrances thereof, including but not limited to any ground lease of the Property, based upon the highest and best use reasonably available for the Property. Such appraisals shall be completed within sixty (60) days and exchanged between the parties. If the values of the two MAI appraisals are within five percent (5%) of each other, using the larger number as the denominator, the appraised value of the entire Property shall be an average of the two appraisals, less three percent (3 % ) . If the two MAI appraisals are not within five percent (5 % ) of each other then the two (2) designated appraisers shall agree upon and retain a third appraiser who will be given the completed appraisals and all appropriate back-up valuing infonnation and such third appraiser shall first attemp~ to mediate a compromise value between the three (3) appraisers. If the compromise value cannot be reached between the three (3) appraisers within thirty (30) days then -the third appraiser shall reach a conclusion as to value (which shall be not less than the lower of the two (2) appraisals, and no greater than the higher of the two appraisals) and the two closest conclusions as to value shall be averaged and the average, less three percent (3%) shall be deemed the appraised value of the entire Property. The purchase price shall be such appraised value times the ownership Interest percentage being sold, less the selling Owner's prorata share of any Collective Liens. The purchase shall be completed on or before one hundred and twenty (120) days after the purchase price is finally determined. The Interest being sold shall be delivered free and clear of all liens (except the Collective Liens). Any Interest of the · selling Owner not purchased by O Hill may be purchased on the same basis by the other Owners. Such other Owners shall elect to purchase such interest within ten (10) days after being advised in writing of the amount of the above determine.cl purchase price. If the other Owners elect to purchase in the aggregate more than the Interest being offered, each Owner may purchase the portion of the Interest so offered as agreed upon by the other Owners desiring to purchase a portion of the offered Interest, and absent an agreement reached between them, each may purchase a percentage of the remainder of ·the Interest which the . -10.- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) amount offered to be purchased by an Owner bears to the amount offered to be purchased by all Owners, but not less than that portion of the remainder of the Interest offered which the then Interest of such Owner bears to the then Interests of all Owners electing to purchase such remainder. Any interest not purchased by an Owner may be sold to a third party reasonably approved by the Managing Owner. If such sale does not occur within one (1) year after the purchase price is determined, the sale shall again be subject to the above provision. (b) The following transfers ("Permitted Transferee") shall not be subject to the provisions of Section 14(a) above: (i) A transfer to any lineal descendent of a current trustee or general partner of one of the Owners;· (il) A transfer to a· trust for the benefit of any lineal descendent of a current trustee or current general partner of any of the Owners; (iii) A transfer to any successor trustee or distribution to a beneficiary, where one of the current Owners is a trust; and (iv) A transfer to any partner or group of partners who consist of one of the current existing partners of an Owner, where such Owner is a partnership: (c) The rights of O Hill and its successors under Section 14(a) above shall expire upon the sale of the Interest of O Hill to a person or entity in which O Hill, or a Permitted Transferee of O Hill, has no interest. 15. NOTICES. All notices under this Agreement must be in writing and shall be deemed to have been duly given if delivered personaJly or mailed, postage prepaid, by certified United States mail, return receipt requested, addressed to the Owner to be notified. Such notice shall be deemed to have been given as of the date.so delivered, if delivered in person, or upon deposit thereof in the United States mail. For the purposes of notice, the addresses of the Owners until changed as hereinafter provided, shall be as set forth in Exhibit "B" attached hereto. Each Owner shall have the right to ?hange the address to which notice to such Owner is to be given by giving written notice thereof to all other Owners. Managing Owner shall maintain a current list of each recognired Owner of the Property (as described in Section 19 below), and the address and percentage interest owned by each such Owner. Managing Owner shall provide such information to any Owner upon written request to do so. 16. UNENFORCEABLE TERMS. In the event that any provision of this Agreement shall be unenforceable or inoperative as a matter of law, the remaining provisions shall remain in full force and effect. 17. TIME 0}~ ESSENCE. Time is the essence of this Agreement and the -11- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) provisions rontained herein and each and every provision hereof. 18. AMENDMENTS. This Agreement may be amended. only by a written amendment signed by all Owners whose signatures shall be notarized and recorded in the County of Orange. Any ainendment or modification of this Agreement shall be dated, and if any conflict arises between the provisions of said amendment or modification and provisions · incorporated in earlier documents, the most recent provisions shall be controlling. 19. BINDING EFFECT. This Agreement shall inure to the benefit of and shall be binding upon the Property and the Owners and their respective heirs, successors, legal representatives and assigns. Each subsequent Owner of a portion of the Property shall be bound by the provisions hereof as if such subsequent Owner had assumed this Agreement. No subsequent Owner need be recognized as such until such subsequent Owner has given each other Owner written notice of the acquisition of such interest in the Property by such subsequent Owner pursuant to the notice provisions of Section 15 above, which each Owner and each subsequent Owner agrees to do or cause to be done. 20. ENTIRE AGREEMENT. This Agre-ement contains the entire agreement between the Owners and supersedes any prior or concurrent written or oral agreement between said parties concerning the subject matter containe<l herein. There are no representations, agreements, arrangements or understandings, oral or written, between or among the Owners· relating to the subject matter contained in this Agreement, which are not fully expressed herein. 21. GENDER. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, persons, entity or entities may require. 22. CAPTION HEADINGS. Captions at the beginning of each numbered Section of the Agreement are solely for the convenience of the parties and shall not be deemed part of the context of this Agreement. 23. NEGOTIATED TRANSACTION. The provisions of this Agreement were · negotiated by all of the parties hereto and said Agreement shall be deemed to have been drafted by all of the parties thereto. 24. FURTHER ASSURANCES. Each Owner hereby agrees to promptly sign any -12- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) additional instruments or documents which are necessary or appropriate to cany out the intent and purpose of this Agreement. 25. SPOUSES. Some of the Owners are married and may in the future take titl~ to an Interest in the Property with their respective spouses (the "Married Owners"). For the protection of the remaining Owners, any interest in the Property held by Married owners shall be deemed to be held by the husband, as to an undivided one-half (½) interest and by the wife, as to an undivided one-half(½) interest. For the purpose of voting upon any issue upon which the Owners may vote pursuant to the terms and conditions of this Agreement, the husband and wife shall each be deemed to own an undivided one-half(½) interest in the interest of such Married Owners. Each Married Owner acknowledges and agrees that he/she shall do nothing to impede or impair the rights of the other Owners in an attempt to gain leverage upon his/her spouse. In the event an Owner takes title to an Interest in the Property solely in their name, they shall obtain and record a quitclaim deed from their respective spouses so that the Owner in whose name the Interest in the Property 1s held shall have the right, power and authority to deal with the Property alone and without the consent of his/her spouse. In the event that any such Owner fails to obtain such quitclaim deed and damages result to the remaining Owners, such Owner who so fails to obtain such quitclaim deed shall be liable for the resulting damages. 26. ARBITRATION OF DISPUTES: ALL DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED BY SUBMISSION TO ARBITRATION AT THE ORANGE COUNTY OFFICES OF JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. ("JAMS") FOR BINDING ARBITRATION. THE PARTIES MAY AGREE ON A RETIRED JUDGE FROM THE JAMS PANEL. IF THEY ARE UNABLE TO AGREE, JAMS Wll.,L PROVIDE A LIST OF THREE AVAIL.ABLE JUDGF.S AND EACH PARTY MAY STRIKE ONE. THE REMAINING JUDGE WILL SERVE AS THE ARBITRATOR AT THE ARBITRATION HEARING. THE PARTIES AGREE THAT ARBITRATION MUST BB INITIATED WITHIN ONE YEAR AFTER THE CLAIMED BREACH OCCURRED AND THAT THE FAILURE TO INITIATE ARBITRATION WITHIN THE ONE~ YEAR PERIOD CONSTITUTE.S AN ABSOLUTE BAR TO THE INSTITUTION OF ANY NEW PROCEEDINGS. THE AGGRIEVED PARTY CAN INlTIATB ARBITRATION BY SENDlliG WRITTEN NOTICE OF AN INTENTION TO ARBITRATE BY REGISTERED OR CBRTIF1BD MAlL TO THE OTHER PARTY AND TO JAMS. THE NOTICE MUST CONTAIN A DESCRIPTION OF THE DIS];>UTE, THE AMOUNT INVOLVED, AND THE REMEDY SOUGHT. IF AND WHEN A DEMAND FOR ARBITRATION IS MADE BY EITHER PARTY, THE PARTIES AGREE TO -13- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) BXBCUTE A SUBMISSION AGREEMENT, PROVIDED BY JAMS, SETTING FORTH THE RIGHTS OF THE PARTIES IF THE CASE IS ARBITRATED AND THE RULES AND ;E>ROCEDURES TO BE FOLLOWED AT THE ARBITRATION HEARING. TIIE ARBITRATOR SHALL, AT THE MOTION OF A PARTY, PERMIT AND ORDER sue~ DISCOVERY ON THE PART OF SUCH PARTY AS HE DETERMINES TO BE REASONABLE AND APPROPRIATE TO THE DISPUTE BEFORE HIM. NOTWITHSTANDING THE ABOVE, AT LEAST TWO WEEKS PRIOR TO THE ARBITRATION, EACH PARTY MUST MAKE A FULL DISCLOSURE TO THE OTHER PARTY OF (i) ALL DOCUMENTS TO BE PRESENTED BY SUCH PARTY AND (ii) ANY WITNESSES TO BE CALLED BY SUCH PARTY. NOTHING-IN THIS PARAGRAPH SHALL IN ANY WAY LIMIT OR OTHERWISE RESTRICT A PARTY'S RIGIIT OR ABILITY TO OBTAIN INJUNCTIVE RELIEF OR APPOINTMENT OF A RECEIVER THROUGH THE COURT SYSTEM. NOTICE: BY INmALING IN THE SPACE BELOW YOU ARE AGREEING TO HA VE ANY DISPUTE ARISING OUT OF THE MATIERS INCLUDED IN THE" ARBITRATION OF DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GMNG UP ANY RIGHTS YOU MIGHT POSSESS TO HA VE THE DISPUTE LITIGATED IN COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, EXCEPT AS PROVIDED HEREIN, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTIIORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO TIIlS ARBITRATION PROVISION IS VOLUNTARY. WE HA VE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO NEUTRAL ARBITRATION. OHill: [~ TFT: ~1 [St:-- ] Mesa:-East: [ li~l [ ~t l Mira Mesa-West [ alf,e ] [ ~ '.:¼-1 NBCC Ltd: f ~ 27. COST OF ENFORCEMENT._ Should any dispute arise between the parties hereto or their legal representatives, successors or assigns concerning any provision of this -14- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) Agreement or the rights and duties of any person in relation thereto, the party prevailing in such dispute shall be entitled, in addition to such other relief that may be granted, to reasonable attorneys fees and legal costs in connection with such dispute. For purposes of this Paragraph, a dispute shall include, but not be limited to, an arbitration proceeding or a coul'.f, action for injunctive relief. 28. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California and the venue for any dispute shall be Orange County, California. EXECUTED as of March ~ ~994, at Newport Beach, California. OWJ1ers: 0 Hill Properties, a California limited paitnership By:/~~ Robert O · 1, its General Partner The Fainbarg Trust, dated April 19, 1982 By: ~ ~,-, ,woXu.. Allan Fain ~ stee Newport Beach Country Club, a California limited partnership By: o Hill Properties, a California limited partnership Its General Partner By:~~ Ro ert General Partner -15- Mesa Shopping Center-East A California General Partnership By:G-..tu)~.~ Arnold D. Feuerstein Managing General Partner By: ~:p' ,,;£, Elliot Feuerstem Managing General Partner . Mira Mesa Shopping Center•West A California General Partnership By:Q oQ"'E;.~ Arnold D. Feuerstein Managing General Partner By: <z,~ ~ ~ Elliot Feuerstein Managing General Partner Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) STATE OF CALIFORNIA COUNTY OF ORANGE On Z14:1tA-Cf, /79{ . before me a Notary Public in and for said County and State, personally appeared Robert O Hill. personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which person acted, executed the instrument. . WITNESS my band and official seal. STATE OF CALIFORNIA COUNTY OF ORANGE • YVONNE N. RLTCHOT f CO~~ #OS558S :.e Nowy P11bli1>Callrorn1a s'; ORANG!: COUNTY f -My comm. expires FcB 09,19Q6 C 0 ♦ 4 b O b ¢ ♦ $ C 4 On 22'1.~ '9 /9~t/. before me a Notary Public in and for said County and State, personally appeared Allan Fainb~, prsonally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which person acted, executed the instrument. · WITNESS my hand and official seal. +_l aeoesr ·• VVONNE N, RITCKOT COMM. fl9555a6 2 Notary Publio-Callllllnla ~ ORANGIS COUNTY M/ comm. explr~ FEB 09, 1996 -Hi- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) STATE OF CALIFORNIA COUNTY OF ORANGE On Ill~ 9. /99{ , before me a Notary Public in and for said County and State, personally appeared Robert d Hill, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me tbathe executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which person acted, executed the instrument • . WITNESS my hand and official seal. STATE OF CALIFORNIA COUNTY OF ORANGE On ~ £, l9~r/ • before me a Notary Public in and for said County and State, personally appeared Arnold D. Feuerstein, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by bis signature on the instrument the person, or the entity upon behalf of which person acted, executed the instrument. WITNESS my hand and official seal. 4;.J£:.~✓~~ Notary Public in and for said County and State STATE OF CALIFORNIA COUNTY OF ORANGE ) ) ) OFFICIAL SEAL . Priscilla Hanvelt TARY PUBllC-CALIFORNIA PRll'ICJF'AL OFFICE IN ORANGE COUNTY My Commlision Expires June JO 1994 On ~.,.,,. J: / ? 7' y, before me a Notary Public in and for said County and State, personally appeared Elliot Feuerstein, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrUment and acknowledged to me that he executed the same in his authorized capacity. and that by his signature on the instrument the person, or the entity upon behalf of which person acted, executed µte instrument. WITNESS my hand and official seal. ~~~~~ Notary Public in and for said County and State -17- OFFICJAL SEAL ;'M. Priscilla Hanveft OTAAY PU8tlCCAUFORNIA PRINCIPAL OFFICE ti; •"' OR,\NCli: COUNTY MJ Commission Elipircs Juno 10, 1994 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) STATE OF CALIFORNIA ) ) COUNTY OF ORANGE ) On __ ,....... _____ _, before me a Notary Public in and for said County and State, personally appeared Arnold D. Feuerstein, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signatt:ire on the instrument the person, or the entity upon behalf of which person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said County and State STATE OF CALIFORNIA ) ) COUNTY OF ORANGE ) On ---,,-=,,.,.,---=----=--~ before me a Notary Public in and for said County and State, personally apperu:oo Elliot Feuerstein, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which person acted, executed the instrument. WITNESS my band and official seal. Notary Public in and for said County and State -18- Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY Parcel 1: That portion of Block 93 of Irvine's Subdivision in the City of Newport Beach, County of Orange, State of California, as per Map recorded in Book 1 Page 88 of Miscellaneous Maps in the Office of the County Recorder of said County described as follows: Lot A as shown on that certain Parcel Map filed October 10, 1967 in B':)Ok 10 Page 20 of Parcel Maps in the Office of the County Recorder of said County, and Parcels 1, 2 and 3 as shown on that certain Parcel Map filed February 11, 1977 in Book 92 Pages 13 and 14 of Parcel Maps, in the Office of the County Recorder of said County. Parcel 2: As easement for ingress and egress over the most Southerly 190.00 feet of Parcel 1, in the City of Newport Beach, County of Orange, State of California, as shown on that certain Parcel Map filed October 10, 1967 in Book 10 Page 20 of Parcel Maps, in the Office of the County Recorder of said County. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) EXHIBIT ftBII OWNERSHIP INfEREST IN THE PROPERTY Name and Address of Owner Allan and Sara Fainbarg, Trustees of The Fainbarg Trust dated April 19, 1982 890 W. Baker Costa Mesa, CA 92626 Mesa Shopping Center-East c/o Arnold Feuerstein 2293 W. Ball Road Anaheim,· CA 92805 Mira Mesa Shopping Center-West c/o Arnold Feuerstein 2293 W. Ball Road Anaheim, CA 92805 With a copy of any notices to: Mesa Shopping Center-East c/o Elliot Feuerstein 8294 Mira Mesa Blvd. San Diego, CA 92126 Newport Beach Country Club One Upper Newport Plaza Newport Beach, CA 92660 Attn: Robert O Hill 0 Hill Properties One Upper Newport Plaza Newport Beach, CA 92660 Attn: Robert O Hill Interest in Property 25% 15% 10% 25% 25% Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) PROMISSORY NOTE $ _____ _ Newport Beach, California FOR VALUE RECEIVED, __________ ("Maker") hereby promises to pay to , or order ("Holder"), at ___________________ _. or such other place or places as may be designated by Holder from time to time, the sum of __________ _ ($ ____ ...,, payable as specified herein. This Promissory Note ("Note") shall bear interest at the prime commercial lending rate of Bank of America, plus two and one half percent (2½ %) per annum but not to exceed the maximum rate allowed by law. This Note shall be due and payable on or before the date which is two (2) years from the date of this Note. Maker and Holder intend that this Note shall be recourse to Maker. However, it is Maker's and Holder's intention that Holder's first recourse shall be against the proceeds that would be otherwise payable to Maker as a result of Maker's ownership of an undivided __ % interest in certain real property commonly known as The Newport Beach Country Club, and legally defined in any Deed of Trust with Assignment of Rents encumbering such real property as security for this Note ("Property"). As a credit against sums owed by Maker to Holder, Holder shall be entitled to receive 100% of the cash distributions which would otherwise be distributed to Maker as a result of its ownership interest in the Property, up to an aggregate sum equal to the principal amount of this Note ($ ____ ~ plus accrued interest. · Maker hereby agrees to pay all costs and expenses, including reasonable attorneys fees, incurred by Holder and arising out of or related to the collection of any amounts due hereunder or the enforcement of any rights provided for herein, or in any other instrument now or hereafter securing Maker's obligations under this Note, whether or not suit is filed. Maker waives all rights of set-off, deduction and counter claim with respect to this Note. Any amount which Maker contends are owed by Holder shall be sought by independent action. To the extent permitted by applicable law, the defense of any statute of limitations is hereby waived by Maker. This Note shall be governed by and construed in accordance with the laws of the State of California. This Note is secured by a Deed of Trust with Assignment of Rents, encumbering Maker's ownership interest in the Property, executed by Maker for the benefit of Holder. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) From:Susan Kramer To:Planning Commissioners Subject:Tennis Club at Newport Beach Project Amendment Date:September 06, 2022 5:26:25 PM [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. Question: Can the applicant change the use of tennis courts to pickle ball courts without the approval of the Planning Commission? If so this changes the parking needed. Susan Kramer 1851 Port Seabourne Way Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) September 8, 2022, 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. TENNIS CLUB AT NEWPORT BEACH PROJECT AMENDMENT (PA2021-260) It is good to see staff recognizes, in a supplemental memo, that it misstated what was approved by the City Council in 2012. What staff continues to fail to disclose to the Commission is how much development the present proposal seeks to add to what is allowed on the property by the current General Plan. That is critical because City Charter Section 423 (Greenlight) is triggered by an analysis not of how much is being added to a previously-approved project, but by how much a proposed amendment is adding to the existing General Plan. Instead, in Exhibit “B” on handwritten page 60, staff proposes to add to the Land Use tables of our General Plan a footnote about “27 rooms converted from 17 tennis courts per Council Resolution 2012-10” and treat that in its analysis as if whatever was approved in 2012 constituted a previously-approved amendment that serves as the baseline over which new uses are being added (Table 1 on page 12 and Table 2 on page 14), rather than as part of what is now being added to the General Plan for the first time. In fact, all the non-residential square footage above the 3,725 sf currently appearing for Anomaly 46 in Land Use Element Table LU2, and approved by voters as part of Measure V in 2006, is new development never before appearing in the General Plan and being added for the first time by the presently proposed amendment. Since what that proposed amendment will be adding to the existing General Plan is well over Charter Section 423’s 40,000 sf intensity threshold, any approval of the amendment by the City Council will need affirmation by a Greenlight vote. Here is the background on which I base this conclusion: What Voters Approved in 2006 The last voter approval regarding what is now called “Anomaly 46” was via Measure V in 2006. According to pages 7 and 11 of Resolution No. 2006-77, what was presented to voters and approved by them in 2006 was: Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) September 8, 2022, PC agenda Item 3 comments - Jim Mosher Page 2 of 3 where the “MU-H3” part of the “MU-H3/PR” designation is defined as: Until now, none of this has ever been amended by the City Council. What Happened in 2012 In 2011, the Planning Commission and Council were presented with competing proposals from two different applicants for expansion of Anomaly 46 and/or the adjacent Newport Beach County Club (Anomaly 741). By that time, all 65 of the MU-H3 hotel rooms and all but 5 of the 450 MU-H3 residential units had been assigned elsewhere. The two proposals were ultimately heard as Items 14 and 15 on the January 24, 2012, City Council agenda. The Council chose to approve the Item 15 proposal from Newport Beach Country Club, Inc., which affected only Anomaly 74 and added 21,000 sf to allowed size of the golf course clubhouse. This was processed as General Plan Amendment GP2008-005, approved by Resolution No. 2012-12, with the amended allotment reflected in the current General Plan. This made irrelevant Golf Realty’s Item 14 proposal for the golf course property, but left open their request to add 27 hotel bungalows and other development to the Anomaly 46 Tennis Club property. As our current Deputy Community Development Director, Jim Campbell, had famously explained to the Planning Commission in a November 9, 2011, memo, Golf Realty’s inability to find any hotel room entitlements available for transfer from elsewhere in Newport Center meant the only way the requested allocation for 27 bungalows could be accomplished would be through a General Plan amendment. However, since under the Charter Section 423 implementing guidelines of Council Policy A-18, hotel rooms are conventionally counted as 1,000 sf each, the 27,000 sf of new bungalows on top of 80% of the 21,000 sf added by the golf Country Club Clubhouse, not to mention requested ancillary structures, would go over the 40,000 sf Greenlight threshold, voters would have to approve this second General Plan amendment. Without publicly disclosing this problem, staff and Council decided to approve the Golf Realty request for Anomaly 46 without amending the General Plan. 1 Measure V as depicted in Resolution No. 2006-77 called the golf course “Anomaly 75.” But it had no “Anomaly 73” so staff has reduced the subsequent numbers by 1. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) September 8, 2022, PC agenda Item 3 comments - Jim Mosher Page 3 of 3 Instead, as mentioned in staff’s proposed footnote, the Council adopted Resolution No. 2012-10 which not only approved 27 bungalows not in the General Plan, but threw in for good measure 2,170 sf of concierge and meeting facilities and a 7,490 sf spa/fitness center. By my math, that equals 36,660 sf of approved development, which is 32,935 sf above the 3,725 sf approved by voters. And it was done, supposedly, by a “transfer of development rights” that, it was said, did not require a General Plan amendment, and hence did not require any Section 423 analysis or tracking. Why the 2022 General Plan Amendment Requires a Greenlight Vote Especially in view of the supplemental memo, it is difficult to assess from the staff report precisely how much development the present application seeks on Anomaly 46, but it clearly exceeds the 3,725 sf allowed by the current General Plan by more than the 40,000 sf Charter Section 423 threshold, for even if there were no expansion of the 3,275 sf clubhouse, and no other new facilities, the 41 hotel rooms, alone, would be over the limit. In conclusion, the present General Plan for this property, which has never been amended since 2006, shows no hotel rooms and only 3,275 sf of commercial development. This first-ever amendment to Anomaly 46 adds development above that in an amount exceeding the Section 423 threshold and requires a Greenlight vote. Footnote It might be noted that if the 2012 approval had been granted more honestly, by amending the General Plan at that time to allow 27 bungalows and 9,660 sf of ancillary facilities, the 10-year look-back limitation in Section 423 would have caused that amendment to have dropped off the Section 423 tracking this year. So, the present addition of 14 more bungalows and some more development to that allowed by a more than 10-year-old amendment would not, by itself, have triggered Greenlight. However, a 2012 General Plan amendment, combined with the golf Clubhouse one, would have. In short, a lot of development is being requested above what the General Plan for Newport Center currently shows. And it is greater than Section 423 allows over a 10-year period. One should not be able to add that without paying the piper, sooner or later. In this case, later. In addition, the approval without a General Plan amendment in 2012 may have caused subsequent amendments to the General Plan elsewhere in Newport Center to have been incorrectly analyzed. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) From:Alexis Mondares To:Planning Commissioners Cc:colin.cross@hcd.ca.gov; Richard Walker; Arshil Sulayman Subject:Public Law Center Comment on Agenda Item No. 3 re: 1602 East Coast Highway Date:September 07, 2022 4:47:08 PM Attachments:9.7.2022 PLC Letter to NBPC RE 1602 East Coast Highway.pdf [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. Good Afternoon, Please accept the Public Law Center’s comment on Agenda Item No. 3 regarding the project at 1602 East Coast Highway. Do not hesitate to reach out if you have any questions or requireadditional information. Best, Alexis Mondares Alexis Mondares |Staff Attorney(pronouns: She/her/hers) Housing and Homelessness Prevention UnitPublic Law Center 601 Civic Center Drive WestSanta Ana, CA 92701Direct: 714-541-1010, ext. 251amondares@publiclawcenter.org |www.publiclawcenter.org Confidentiality Notice: E-mails from this firm normally contain confidential and privileged material, and are for the sole use of the intended recipient. Use or distribution by anunintended recipient is prohibited, and may be a violation of law. If you believe that you received this e-mail in error, please do not read this e-mail or any attached items. Please deletethe e-mail and all attachments, including any copies thereof, and inform the sender immediately at 714-541-1010, ext. 251, that you have deleted the e-mail, all attachments, andany copies thereof. Thank you. Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) September 7, 2022 City of Newport Beach Planning Commission 100 Civic Center Drive Newport Beach, CA 92660 planningcommissioners@newportbeachca.gov RE: Agenda Item No. 3 Tennis Club at Newport Beach Project Amendment (PA2021-260) Dear Planning Commission, Public Law Center (“PLC”) is a 501(c)(3) legal services organization that provides free civil and legal services to low-income individuals and families across Orange County. We write on behalf of individuals in need of affordable housing in Orange County to oppose the proposed project at 1602 East Coast Highway. Housing Element Law A jurisdiction’s housing element must include an inventory of land suitable and available for residential development, including sites having realistic and demonstrated potential for redevelopment during the planning period to meet the locality’s housing need for a designated income level.1 In its 6th Cycle Housing Element, the City of Newport Beach’s (“the City”) identified sites 182, 240, and 257 as suitable and available for the development of 23 very low- and low-income residential units, as well moderate- and above-moderate units.2 Additionally, the City stated the following: “The Newport Beach Tennis Club site (Map IDs. 214, 182, 240, and 257) was entitled to construct a new tennis facility, hotel accommodations and low-density housing in 2012 and 2018. The property owner is currently conducting due diligence to seek entitlements to construct a high-density housing project consisting of 350 units on a 7-acre site creating a 50 du/acre project.”3 This description implies that the previous entitlements have expired and the property is available with realistic potential to be developed for high-density housing during the planning period. 3 City of Newport Beach, 2021-2029 Housing Element, B-61 (Sept. 2022). 2 City of Newport Beach, 2021-2029 Housing Element, B-70, B-78 to 79 (Sept. 2022).See also Attachment 1: City of Newport Beach GIS Map of Sites. 1 Cal. Gov. Code §65583(a)(3); Cal. Gov. Code §65583.2(a). 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) However, the Staff Report submitted to the City’s Planning Commission in preparation for this meeting contradicts these assertions.4 “On March 27, 2012, the City Council approved land use entitlements and executed a 10-year term development agreement (DA) to allow the redevelopment of the tennis club site into three distinct components,” which included a tennis club, hotel, and five detached single-family residences.5 Then on June 28, 2022, the City Council approved an amendment to the DA, “which authorized the extension of the DA by one year” due to the applicant amending the project. This would mean the DA is active until March 27, 2023, presumably barring the property owner from seeking out other development opportunities. Because the City Council had knowledge of this active development agreement and failed to include this project as an approved or pending project,6 the City’s assertion that these sites are available for residential development during the planning period was false.7 These sites are not available for residential development and should not have been included in the City’s site inventory. No Net Loss Government Code Section 65863 requires that jurisdictions maintain adequate sites to accommodate its remaining unmet RHNA in each income category throughout the entire planning period. If there is a shortfall of sites to accommodate its RHNA, the jurisdiction must either amend its site inventory to include sites that were previously unidentified or rezone sites to meet the need.8 Failure to do so would constitute a violation of the No Net Loss law and Housing Element law.9 Because these sites are not available for residential development during the planning period and should not have been included in the City’s site inventory, the City must reduce its total 6th Cycle lower-income development capacity by 23 very low- and low-income units. Additionally, due to the clear reluctance to develop lower-income housing, the City should seriously consider identifying additional sites where these 23 lower-income units can be developed to reduce the risk of triggering the No Net Loss law. Affirmatively Furthering Fair Housing California law requires that public agencies administer all “programs and activities relating to housing and community development in a manner to affirmatively further fair housing, and take no action that is materially inconsistent with its obligation to affirmatively further fair housing.”10 To affirmatively further fair housing, a public agency must do the following: [Take] meaningful actions, in addition to combating discrimination, that overcome patterns of segregation and foster inclusive communities free from barriers that restrict access to opportunity based on protected characteristics. Specifically, affirmatively furthering fair housing means taking meaningful 10 Cal. Gov. Code Section 8899.50(b). 9 HCD, Memorandum regarding No Net Loss Law, 4 (Oct. 2, 2019). 8 HCD, Memorandum regarding No Net Loss Law, 4 (Oct. 2, 2019). 7 City of Newport Beach, 2021-2029 Housing Element, B-70, B-78 to 79 (Sept. 2022). 6 City of Newport Beach, 2021-2029 Housing Element, B-11 to 13 (Sept. 2022). 5 City of Newport Beach, Planning Commission Staff Report, Agenda Item No. 3,Tennis Club at Newport Beach Project Amendment (PA2021-260), 7 (Sept. 8, 2022). 4 City of Newport Beach, Planning Commission Staff Report, Agenda Item No. 3,Tennis Club at Newport Beach Project Amendment (PA2021-260), 8 (Sept. 8, 2022). 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) actions that, taken together, address significant disparities in housing needs and in access to opportunity, replacing segregated living patterns with truly integrated and balanced living patterns, transforming racially and ethnically concentrated areas of poverty into areas of opportunity, and fostering and maintaining compliance with civil rights and fair housing laws.11 Meaningful action means taking significant action that is designed and reasonably expected to achieve a material positive change that affirmatively furthers fair housing.12 Here, approving the amendment to the Newport Beach Tennis Club project to include only five detached single-family residences instead of the affordable units that these sites were identified for would not affirmatively further fair housing. Renters in this area experience high overpayment due to the median gross rent being higher than $3,000.13 By providing 23 very low- and low-income units instead of five moderate- or above moderate-income single-family residences would alleviate some of the overpayment issues in the Newport Center area and promote integration of households with different income levels. Additionally, these sites are located in a very high resource area, are in close proximity to quality education, and are in close proximity to job opportunities, including lower-income retail and food service jobs at the Fashion Island shopping center.14 They are also located within a High Quality Transit Area and are within walking distance of the Newport Transportation Center.15 The City should preserve the opportunity for 23 lower-income households to address patterns of segregation and disparities in housing needs and access to opportunity, thus promoting balanced living patterns. Conclusion Therefore, because the Newport Beach Tennis Club project is located on sites that were falsely identified as available for residential development during the planning period, puts the City at greater risk of violating the No Net Loss laws, and does not affirmatively further fair housing, PLC does not support the approval of the project. Instead, we recommend the City make a concerted effort to include affordable housing on these sites in accordance with its assertions in its 6th Cycle Housing Element. Sincerely, THE PUBLIC LAW CENTER, BY: /s/ Alexis Mondares, Housing and Homelessness Prevention Unit, Staff Attorney Arshil Sulayman, Housing and Homelessness Prevention Unit, Paralegal 15 See Attachment 4: City of Newport Beach Map of Newport Beach Transit Priority Areas. 14 See Attachment 3: HCD AFFH Data Views of TCAC Opportunity Areas - Composite Score and Education Score (2021) and HUD Jobs Proximity Index (2014-2017). 13 See Attachment 2: HCD AFFH Data Views of Overpayment by Renters and Location Affordability. 12 HCD, Affirmatively Furthering Fair Housing: Guidance for All Public Entities and for Housing Elements, 66 (April 2021); Affirmatively Furthering Fair Housing, 80 Fed. Reg. at 42354. Although the Department of Housing and Urban Development does not enforce this federal AFFH rule, California law has adopted the federal rule. This means that the federal AFFH rule can inform how to interpret the obligation to affirmatively further fair housing in California law. 11 Cal. Gov. Code Section 8899.50(a)(1). 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) Attachment 1: City of Newport Beach GIS Map of Sites 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) Attachment 2: HCD AFFH Data Views of Overpayment by Renters and Location Affordability 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) Attachment 3: HCD AFFH Data Views of TCAC Opportunity Areas - Composite Score and Education Score (2021) and HUD Jobs Proximity Index (2014-2017) 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) Attachment 4: City of Newport Beach Map of Newport Beach Transit Priority Areas 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) https://www.newportbeachca.gov/government/departments/public-works/transportation 601 Civic Center Drive West ∙ Santa Ana, CA 92701-4002 ∙ (714) 541-1010 ∙ Fax (714) 541-5157 Planning Commission - September 8, 2022 Item No. 3b - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - September 8, 2022 Item No. 3c - Additional Materials Received Tennis Club at Newport Beach Project Amendment (PA2021-260) From:Anon TTC To:Planning Commissioners Subject:Newport Pickleball Intimidation - TENNIS CLUB AT NEWPORT BEACH PROJECT AMENDMENT (PA2021-260) Date:September 08, 2022 4:22:43 PM [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. I would like to make you aware of the intimidation tactics used against Pickleball members at TTC. There have been emails and posts threatening members to not oppose the plan, which in their view is opposing the club and community. I assure you I adore our club and the membership. However, these bullying tactics and continual deception are causing many not to attend tonights’ meeting or even speak freely on a public forum. Robert O’Hill met with members last night and sited The City Newport Beach’s inability to have defined metrics (Parking and Traffic) regarding Pickleball courts as the primary reason renderings and stated specifications of actual Pickleball courts could not be included tonight’s amendments. In addtion, Mr. O’Hill said that Sean Bollettieri, during his three minute commentary, intends to ask supportive members to stand to represent their endorsement. However, I assure you there are many members, who will not be in attendance, that oppose this plan that DOES NOT INCLUDE Pickleball courts. To attend the meeting and remain seated could put a target on your membership. Our dissenting voice has been silenced for fear of having an opinion. If we had more time, we could submit a petition quantifying this number of members free from intimidation. I ask that you delay your decision on this matter. Thank you, Planning Commission - September 8, 2022 Item No. 3d - Additional Materials Received After Deadline Tennis Club at Newport Beach Project Amendment (PA2021-260) From:Lee, David To:Rodriguez, Clarivel Cc:Campbell, Jim; Jurjis, Seimone Subject:FW: Emailing: Stu Newport News -07-12-2022 - The Tennis Club at Newport Beach Date:September 08, 2022 4:52:35 PM Attachments:Stu Newport News -07-12-2022 - The Tennis Club at Newport Beach.pdf Importance:High FYI -----Original Message-----From: pmchrist@earthlink.net <pmchrist@earthlink.net>Sent: September 08, 2022 4:47 PMTo: Lee, David <dlee@newportbeachca.gov>Subject: Emailing: Stu Newport News -07-12-2022 - The Tennis Club at Newport BeachImportance: High [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the contentis safe. Hello David, Attached is an article published in the "Stu News Newport" indicating that Golf Realty Fund is intending to add oneadditional tennis court thus totaling eight courts vs. the previously planned seven. The Article also discusses the Tennis Club at Newport Beach's plans to add additional Pickleball Courts up to amaximum of 50 courts. It thus appears that the Golf Realty Fund's application purposely ignored mentioning the retention of existing peoplecourts and the plan to add additional courts? As a citizen (taxpayer) of Newport Beach CA I consider the Golf Realty Fund's Application incomplete. Perhaps the Planning Commission can briefly review this material prior to the September 8, 2022 meeting? Thank you, Paul Christ Planning Commission - September 8, 2022 Item No. 3d - Additional Materials Received After Deadline Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - September 8, 2022 Item No. 3d - Additional Materials Received After Deadline Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - September 8, 2022 Item No. 3d - Additional Materials Received After Deadline Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - September 8, 2022 Item No. 3d - Additional Materials Received After Deadline Tennis Club at Newport Beach Project Amendment (PA2021-260) From:rtarbell1@gmail.com To:Planning Commissioners Subject:TCC Pickleball and Tennis Club Date:September 08, 2022 4:53:43 PM Attachments:image001.png [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. Commissioners, I am a resident of CDM (465 Seaward Rd, CDM, 92625) and a member of the TCC club. There has been a lot of confusion relating to the redevelopment of the club into a hotel and 8 tennis courts. We have been told that the pickleball courts will remain in the new development, but it appears they are being eliminated based on the agenda item description I read today. It appears to me that there is more of a community benefit from having the pickleball courts remain in place versus eliminating the pickleball courts then and keeping 8 tennis courts. That being said, I don’t see anything the applicant is asking for that is not consistent with the property zoning so maybe there is nothing that the PC can do but if it is possible to designate the construction of the Pickleball courts over the tennis courts then I would encourage the PC to make this condition a requirement. Thank you for your service. Rick TarbellCell (714) 396 8995 http://twacommunities.com/ Planning Commission - September 8, 2022 Item No. 3d - Additional Materials Received After Deadline Tennis Club at Newport Beach Project Amendment (PA2021-260) Tennis Club at Newport Beach Project Amendment (PA2021-260) Planning Commission Public Hearing September 8, 2022 David Lee, Associate Planner Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Project Location (Tennis Club) Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Land Use General Plan Mixed-Use Horizontal / Parks and Recreation (MU-H3/PR) •Analyzed pursuant to Charter Section 423 and Council Policy A-18. No vote of electorate required. Zoning PC-47 (Newport Beach Country Club) Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) •Approved March 27, 2012 •Tennis Club: •Reconstruct 3,725 sq. ft. tennis clubhouse •7 tennis courts (including one stadium court) •Hotel (Bungalows): •27-rooms •Ancillary uses (concierge guest center, spa/fitness center) •Residential (Villas): •5 detached single-family residences Previously Approved Project 4 Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Previously Approved Project Tennis Club Hotel Residential Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Approved Entitlements (2012) 6 •Planned Community Development Plan •Vesting Tentative Tract Map •Site Development Review •Limited Term Permit •Mitigated Negative Declaration (MND) •Development Agreement (10 year term) *Recently extended one year •Coastal Development Permit (2018) Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Proposed Amendment Use Previously Approved Project Proposed Amendment Tennis Clubhouse (3,725 sq.ft.) 7 Tennis Courts No Change 8 Tennis Courts (+1) Hotel 27 Hotel Rooms Concierge Center (2,200 sq.ft.) Spa/Fitness Center (7,500 sq.ft.) 41 Hotel Rooms (+14) No Change No Change Performance Therapy (+852 sq.ft.) Yoga Pavilion (+633 sq.ft.) Administrative Office (+2,260 sq.ft.) Common Area (+581 sq.ft.) Residential 5 Single-Family Residences (Detached) 2 Single-Family Residences (Detached) 3 Attached Condominiums Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Proposed Amendment Tennis Club Hotel Residential Loft Building Loft Building Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Previous Proposed Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Project Entitlements 10 Amendments to Prior Entitlements: •Major Site Development Review •Coastal Development Permit •Vesting Tentative Tract Map •Limited Term Permit •Development Agreement (10 year term) Other Amendments: •General Plan Development Limit •Local Coastal Program Development Standards •Planned Community Development Standards Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) CEQA Review •Addendum to 2012 Mitigated Negative Declaration (MND) prepared by Chambers Group •Proposed amendment does not result in new significant impacts than those in the 2012 MND 11 Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Findings 12 •Consistent with General Plan / Coastal Land Use Plan land use designations •Consistent with approved uses of PC-47 •Consistent with character of 2012-approved project and surrounding neighborhood •Amendment does not affect public access or views of the coast Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Additional Condition 13 Pickleball courts shall not be permitted after the issuance of a Certificate of Occupancy for the Tennis Clubhouse and Spa and Fitness Center unless the property owner and/or pickleball facility operator follows any and all City of Newport Beach General Plan, Municipal Code, or other applicable requirements in order to continue the use of pickleball courts. Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) Recommended Action •Conduct a public hearing; •Recommend approval of Tennis Club at Newport Beach Project Amendment (PA2021-260) to the City Council •Tentatively scheduled for September 27th meeting •Requires approval by Coastal Commission (LCP Amendment) 14 Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) 15 David Lee, Associate Planner 949-644-3225, dlee@newportbeachca.gov Planning Commission Public Hearing September 8, 2022 Planning Commission - September 8, 2022 Item No. 3e - Additional Materials Presented at Meeting by Staff Tennis Club at Newport Beach Project Amendment (PA2021-260) 9/8/22 NBCC Bungalows & Lofts Plan B Amendment Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Bungalow & Lofts Plan B Amendment Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260) Planning Commission - September 8, 2022 Item No. 3f - Additional Materials Presented at Meeting by Applicant Tennis Club at Newport Beach Project Amendments (PA2021-260)