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HomeMy WebLinkAbout2.0_Tennis and Pickleball Club at Newport Beach Project Amendment_PA2021-260CITY OF NEWPORT BEACH PLANNING COMMISSION STAFF REPORT March 23, 2023 Agenda Item No. 2 SUBJECT: Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) ▪General Plan Amendment ▪Local Coastal Program Amendment ▪Planned Community Development Plan Amendment ▪Development Agreement ▪Addendum to Mitigated Negative Declaration No. 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, Senior Planner 949-644-3225 or dlee@newportbeachca.gov PROJECT SUMMARY The applicant requests an approval of legislative amendments to the approved Tennis Club at Newport Beach project to 1) reduce the number of future tennis courts from seven (7)to four (4) courts and add 14 pickleball courts, 2) increase the number of future hotel rooms from 27 to 41 rooms, 3) increase the gross floor area of ancillary uses within the future hotel 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 new 10-year term 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 3)Adopt Resolution No. PC2023-014, 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 Program 1 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 2 Amendment, Planned Community Development Plan Amendment, and Development Agreement for The Tennis and Pickleball Club at Newport Beach Project located at 1602 East Coast Highway. 2 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 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. 3 INTENTIONALLY BLANK PAGE4 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 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 clubhouse, 16 tennis courts, 31 interim-use 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. The 2012 Project Approval (Approved Project) 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 - 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 - 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 process 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 (2), one (1)-year time extensions. The project includes both the 2012 City Council and 2018 Zoning Administrator approvals (commonly referred to as “Approved Project”). 5 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 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, without authorization from the City. First Amendment to 2012 Approved Development Agreement 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 (1) 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. The extended DA is set to expire on September 23, 2023. 6 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 6 The 2021 Project Amendment Application On November 2, 2021, the applicant submitted an application to amend the Approved Project to include one (1) additional tennis court for a total of eight (8) courts, 14 additional hotel rooms for a total of 41 rooms, additional ancillary hotel uses, and provide three (3) attached condominium units and two (2) detached single-family residences in-lieu of five (5) detached single-family residences (commonly referred to as “Revised Project”). On September 8, 2022, the Planning Commission considered and recommended approval of the Revised Project to the City Council. On September 27, 2022, the City Council considered and failed to approve the Revised Project. Subsequent to the failed motion, the City Council remanded the project to the Planning Commission for further consideration of the pickleball use. On October 11, 2022, City Council adopted a motion to reconsider the Revised Project. On October 25, 2022, the City Council reconsidered and failed to approve the Revised Project. Subsequent to the failed motion, the City Council continued the item to a future meeting after the Planning Commission consideration of development that includes pickleball courts. The 2022 Project Amendment Application Subsequent to City Council’s continuance of the Revised Project consideration, the applicant submitted a modification to the revised application to reduce the number of tennis courts and add pickleball courts. The hotel and residential components of the 2021 Amendment application did not change. Project Description The applicant is proposing to maintain four (4) tennis courts (a reduction of three [3]), add 14 pickleball courts, add 14 hotel rooms for a total of 41 rooms with additional ancillary uses, and to allow three (3) of five (5) single-family units to be developed as condominiums (commonly referred to as “Proposed Project”). The project includes noise reducing blankets for the pickleball courts that will be affixed to certain fences to reduce noise reaching the abutting Granville community and project units and hotel. The following legislative approvals are requested or required in order to implement the Proposed Project: 7 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 7 • General Plan Amendment (GPA): 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 project site; • Local Coastal Program Amendment (LCPA): An amendment to Local Coastal Program 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 to accommodate the Proposed Project at the project site; • Planned Community Development Plan Amendment (PCA): An amendment to Planned Community Development Plan No. 47 (Newport Beach Country Club Planned Community) to amend land use regulations and development standards for the Proposed Project; • Development Agreement (DA): A Development Agreement 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 • 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 amendments to the General Plan, Local Coastal Program, and Planned Community Development Plan are legislative requests and must be approved by the City Council and the California Coastal Commission to become effective. Subsequent project development permit approvals (e.g. coastal development permit, major site development review, tentative tract map, limited term permit, etc.) must be obtained after the legislative approvals are finalized to implement the Proposed Project. The Proposed Project does not increase the overall footprint of the Approved Project. Similar to the Revised Project, the Proposed Project introduces two (2) new loft buildings, which includes a mixture of attached residential condominiums atop of two (2) 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 (1) 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 and pickleball club, and hotel guests. A total of 131 parking spaces are provided, where 131 spaces are required (Table 4, below). 8 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 8 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: The anticipated duration of construction of the Proposed Project is approximately 21 months, projected to break ground in January of 2031 and be completed by October of 2032. The construction will begin with the demolition of a portion of the existing tennis and interim-use pickleball courts, the tennis and pickleball clubhouse buildings, and portion of the parking lot. 24 interim-use pickleball courts are to be maintained for use during construction assuming sufficient parking is provided. The construction of the hotel rooms, tennis and pickleball clubhouse and the stadium courts 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 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 Proposed Project: 9 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 9 Table 1 – Project Comparison Use Approved Project Proposed Project Tennis Clubhouse (3,725 sq. ft.) 7 Tennis Courts No Change 4 Tennis Courts (-3*) 14 Pickleball Courts (+14*) 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 *There are currently 16 tennis courts and 31 interim-use pickleball courts on-site. The change in courts are in comparison to the 2012 approved project that is entitled through an existing Development Agreement as described on Page 4. DISCUSSION Analysis General Plan Amendment 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. Five (5) residential units are also permitted in Anomaly No. 46 in accordance with MU-H3/PR designation. The applicant seeks no changes to the General Plan designations, but rather requests to increase the hotel rooms from 27 to 41 rooms (+14), reduce tennis courts from 7 to 4 courts (-3) and add 14 pickleball courts (+14) as compared to the Approved Project. The 10 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 10 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 and pickleball 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 GPA (if approved) requires a vote by the electorate. In its most basic terms, the analysis is a comparison of intensity of the General Plan of a site prior to the amendment and after the amendment. 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 GPA, the conversion was not documented in Anomaly No. 46, however, the Approved Project has been used as the baseline for the analysis as to do otherwise would ignore a previously approved project entitled with a Development Agreement. Voter approval is required for “major” amendments defined as those amendments 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. In this particular case, the General Plan identifies the intensity of use as 24 tennis courts and a 3,725-square-foot tennis clubhouse in accordance with MU-H3/PR land use category. The site was allocated five (5) units from Land Use Element Policy LU 6.14.8 and there is no increase in residential units with the proposed application. 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), 26.21 AM trips, and 51.22 PM trips based on the most recent ITE trip rates pursuant to City Council Policy A- 18. The subject property is within Statistical Area L1 and prior amendments within the past 10 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 (2) prior amendments. When combined with 80 percent of the prior amendment increases, this results in cumulative increases of 14,000 square feet, 49.21 AM trips, and 94.22 PM 11 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 11 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 GPA. Table 2 - Charter Section 423 Calculations Unit Floor area Trip rates AM trips PM Trips Tennis and Pickleball Clubhouse N/A N/A N/A Tennis and Pickleball Courts 11 courts N/A 1.67/Court AM 3.88/Court PM 18.37 42.68 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 26.21 51.22 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 49.21 94.22 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 and Pickleball Club at Newport Beach TBD 14 Hotel Rooms, 4 Tennis Courts, and 14 Pickleball Courts 14,000 0 26.21 51.22 100% Totals 14,000 118 55.21 105.2 80% Totals 11,200 94 44.17 84.16 Remaining Capacity Without Vote 28,800 6 55.83 53.14 12 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 12 Local Coastal Program Amendment 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 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 and pickleball club consisting of a tennis and pickleball clubhouse, four (4) tennis courts and 14 pickleball courts, a 41-unit hotel development and ancillary uses, and five (5) residential units. All of these uses are intended to provide an updated visitor-serving and 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 development of the project site specifically for the Approved Project. The applicant’s request to modify and expand the future project requires an amendment to Title 21 to revise the development standards listed in Section 21.26.055.S, The following amendments are proposed: 1. The amendment modifies the density and intensity limit for the number of tennis courts from seven (7) to four (4) courts and adds 14 pickleball courts. The addition of the pickleball courts court increases the minimum required parking from 28 spaces to 72 spaces (4 spaces per court). See Table 4 below for amended parking requirements. There is no change to the 3,725-square-foot limit for the tennis and pickleball 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 residential use from five (5) to two (2) single-family residences and removes previous development standards for three (3) single-family residences previously 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 (1) guest parking space per unit, while the 13 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 13 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 hotel 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. Table 4: Required and Provided Parking Use Parking Rate Required Provided Tennis & Pickleball Club 4 per court 72 spaces 72 spaces Single-Family Residences 2 per unit enclosed 1 per unit guest 4 enclosed spaces 2 guest spaces 4 enclosed spaces 2 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 41 spaces Total N/A 131 spaces 131 spaces 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 and Pickleball 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 and Pickleball club, hotel, and residential uses and their development standards have already been allowed and is in place on the tennis club site. The 31 existing pickleball courts are of interim use and have been determined to be ancillary to the tennis club. 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 (see Figure 1, below). Similar to the LCPA, the required parking is proposed to be amended based on the additional courts, hotel rooms, and conversion of 3 single-family residences to condominiums (see Table 4, above). 14 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 14 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 and pickleball 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 above shows the required and provided parking for the proposed project. 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 10-year term (commonly referred to as “Existing Agreement”). On July 12, 2022, the City Council adopted Ordinance No. 2022-16, approving First Amendment to DA2008-001 to extend the term of the Existing Agreement by one (1) year. The Existing Agreement will expire on September 23, 2023. With the Project including an amended scope of work, a new Development Agreement (DA) is required since it includes new non-residential development in Statistical Area L1 (Newport Center/Fashion Island). The Existing Agreement provides vested rights to develop the Proposed Project subject to the term and the City negotiated the following public benefit fees of ninety-three 15 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 15 thousand dollars ($93,000) per each residential dwelling unit and ten dollars ($10) per square foot of construction for the tennis and pickleball clubhouse (see Table 5 below). These fees are subject to annual adjustments, based on the CPI Index. Table 5: Projected Public Benefit Fees (Subject to a future CPI Adjustment) Use Multiplier Fee Rate Total Residential 5 units $93,000 per unit $465,000 Tennis and Pickleball Clubhouse 3,725 square feet $10 per square foot $37,250 Grand Total $502,250 In accordance with Section 15.45.020.A.2.c (Development Agreement Required) of the NBMC, a DA is required as the Proposed Project. The applicant requests a 10-year term of agreement pursuant to Section 15.45.070 (Amendment/Cancellation). The DA 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 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, the DA (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. The DA 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 shown above 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. 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 16 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 16 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 (1) 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, which has been updated to include the latest proposal with pickleball courts, 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 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. 17 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 17 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. The applicant proposed a GPA to increase the number of hotel rooms, reduce the number of tennis courts, and add pickleball courts. According to the applicant, the request is necessary to provide a viable hotel development. The applicant has added pickleball courts in response to the recreational needs of the community, as evident by the public testimony during the public hearings for the Revised Project. 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 and pickleball club facilities, and visitor-serving commercial uses. The proposed GPA 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 Title 21. The CLUP 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 recreational clubs. 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, which currently includes ancillary pickleball courts, 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. As previously discussed, the Proposed Project requires an amendment to 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, additional discretionary permits (e.g. coastal Development Permit, major site development review, tentative tract map, limited term permit, etc.) must be obtained to implement the Proposed Project. 18 Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission, March 23, 2023 Page 18 Alternatives 1. The Planning Commission may require or suggest specific 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. 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 previous DA (September 23, 2023). Since the current General Plan, Local Coastal Program Implementation Plan, and Planned Community Development Plan allows for the Approved Project, the applicant would be required to obtain a new development agreement (per NBMC Section 20.45.020), as well as discretionary approvals (e.g. site development review permit, tentative tract map, limited term permit) in order to implement the Approved Project. Public Notice Notice of this hearing was published in the Daily Pilot, mailed to all owners of property within 300 feet of the boundaries of the site (excluding intervening rights-of-way and waterways) including the applicant and posted on the subject property at least 10 days before the scheduled meeting, consistent with the provisions of the Municipal Code. Additionally, the item appeared on the agenda for this meeting, which was posted at City Hall and on the City website. Prepared by: Submitted by: ___________________________ David S. Lee Senior 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 19 INTENTIONALLY BLANK PAGE20 Attachment No. PC 1 Draft Resolution with Findings and Conditions 21 INTENTIONALLY BLANK PAGE22 RESOLUTION NO. PC2023-014 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 AMENDMENT, PLANNED COMMUNITY DEVELOPMENT PLAN AMENDMENT, AND DEVELOPMENT AGREEMENT 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 (“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 of the Property consistent with the 2012 approval (“Approved Project”). 3. On November 2, 2021, an application was filed by the Applicant with respect to the Tennis Club Site proposing an amendment to the Approved Project to include one (1) additional tennis court for a total of eight (8) courts, 14 additional hotel rooms for a total of 41 rooms, additional ancillary hotel uses, and three (3) attached condominium units and two (2) detached single-family residences in-lieu of five (5) detached single-family residences (“Revised Project”). 4. On September 8, 2022, the Planning Commission conducted a public hearing on the Revised Project, 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, Section 15.45.050 (Public Hearing-Notice) of the Newport Beach Municipal Code (“NBMC”) and Chapters 20.62 (Public Hearings) and 21.62 (Public Hearings) of the NBMC. Evidence, both written and oral, was presented to, and considered by, the Planning Commission at this hearing. At the conclusion of the public hearing, the Planning Commission voted 5-0 (5 ayes, 1 absent, and 1 recused) to adopt Resolution No. PC2022-022, recommending the City Council approve the Revised Project. 23 Planning Commission Resolution No. PC2023-014 Page 2 of 21 5. On September 27, 2022, the City Council conducted a public hearing on the Revised Project, 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 the (“Ralph M. Brown Act”), California Government Code Section 65867, Section 15.45.050 (Public Hearing-Notice) of the NBMC and Chapters 20.62 (Public Hearings) and 21.62 (Public Hearings) of the NBMC. Evidence, both written and oral, was presented to, and considered by, the City Council at this hearing. The main topics discussed by the City Council included the interim use of existing pickleball courts, the process for a future conversion of tennis courts to pickleball courts, and potential impacts that may be created by the Revised Project. At the conclusion of the public hearing, the City Council failed to approve the Revised Project (2 ayes, 5 nays). Subsequent to the failed motion, the City Council remanded the Revised Project (6 ayes, 1 nay) to the Planning Commission for further consideration of the pickleball use. 6. On October 11, 2022, City Council adopted a motion to reconsider the Revised Project (4 ayes, 3 nays). 7. On October 25, 2022, the City Council conducted a public hearing to reconsider the Revised Project, 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 the Ralph M. Brown Act, California Government Code Section 65867, and Section 15.45.050 (Public Hearing-Notice) of the NBMC and Chapters 20.62 (Public Hearings) and 21.62 (Public Hearings) of the NBMC. Evidence, both written and oral, was presented to, and considered by, the City Council at this hearing. The main topics discussed by the City Council included the potential for pickleball courts and at the conclusion of the public hearing, the City Council failed to approve the Revised Project (2 ayes, 5 nays). Subsequent to the first motion, the City Council adopted a second motion (5 ayes, 2 nays) to continue the item to a future meeting after the Planning Commission consideration of development that includes pickleball courts. 8. On December 6, 2022, the Applicant submitted a revised application which includes pickleball courts. The Applicant is requesting land use approvals to amend the Approved Project which consists of the following: a. Decrease the number of future tennis courts from seven (7) to four (4) tennis courts and add 14 pickleball courts; 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, for a total of 14,386 square feet; d. Provide three (3) attached condominium units and two (2) single family residences in-lieu of five (5) single-family residences; and e. A Development Agreement which includes the aforementioned changes to the Approved Project for a term of 10 years (“Project”). The following approvals are requested or required in order to consider the Project: 24 Planning Commission Resolution No. PC2023-014 Page 3 of 21 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 and assignment of five residential units authorized by City Council Resolution No. 2012-10, and amend the following: 1. The addition of 14 hotel rooms for a total of 41 rooms; 2. The reduction of three (3) tennis courts for a total of four (4) tennis courts; and 3. The addition of 14 pickleball courts b. Local Coastal Program Amendment (“LCPA”) – An amendment to Section 21.26.055.S.2 (Planned Community Coastal Zoning District Development Standards, Newport Beach Country Club (PC-47, Tennis Club) of the NBMC 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. Development Agreement (“DA”) – A Development Agreement 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 develop the Project for a term of ten (10) years and provide negotiated public benefits to the City; and e. 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. 9. 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. 10. 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. 11. A public hearing was held on March 23, 2023 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 the Ralph M. Brown Act, California Government Code Section 65867, Chapters 20.62 (Public Hearings) and 21.62 (Public Hearings) of the NBMC, and Section 15.45.050 (Public Hearing-Notice) of the NBMC. Evidence, both written and oral, was presented to, and considered by, the Planning Commission at this hearing. SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT DETERMINATION. 1. On March 27, 2012, the Newport Beach City Council approved Mitigated Negative Declaration No. ND2010-008 (SCH 2010091052) and an Errata to Mitigated Negative 25 Planning Commission Resolution No. PC2023-014 Page 4 of 21 Declaration No. ND2010-008 (“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; 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 (1) 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 to increase the number of hotel rooms, reduce the number of tennis courts and reconfigure several of the remaining tennis courts to pickleball 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 26 Planning Commission Resolution No. PC2023-014 Page 5 of 21 MND (“Addendum”) 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. 5. On the basis of the MND and entire environmental review record, the reduction of three (3) tennis courts and addition of 14 pickleball courts, 14 hotel rooms, and 4,686 square feet of ancillary hotel uses, and conversion of three 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. 27 Planning Commission Resolution No. PC2023-014 Page 6 of 21 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 tennis courts, five 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 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 41 hotel rooms, 27 of which have been approved by the conversion of 17 unused tennis courts as part of the Approved Project. The GPA will also include a reduction of the seven (7) tennis courts of the Approved Project to four (4) tennis courts, as well as 14 pickleball courts. No change to the 3,725- square-foot tennis and pickleball clubhouse is proposed. Finally, a maximum of five (5) residential units has been specified in the Anomaly table. 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 GPA for the Project 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 sites and reflects the proposed development on the Property. PC-47 will continue to guide development occurring within the Property. The development 28 Planning Commission Resolution No. PC2023-014 Page 7 of 21 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 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 GPA remains supportive of recreational uses by providing four (4) tennis courts and 14 pickleball courts. The Project 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 a 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 and pickleball clubhouse, four (4) tennis courts and 14 pickleball courts. Two (2) of the 14 pickleball courts are proposed to be located within a new stadium. The tennis and pickleball club is adjacent to the 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 and pickleball 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 29 Planning Commission Resolution No. PC2023-014 Page 8 of 21 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 and pickleball club, hotel development, and residential units are compatible with the existing land uses and development intensities of the surrounding area. Although the reduction of three (3) tennis courts and addition of 14 hotel rooms and 14 pickleball courts 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 Property. 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 with 31 interim pickleball courts. The Project will include 41 hotel rooms and ancillary uses, and five (5) residential units. The Project includes four tennis courts and 14 pickleball courts as well as the reconstruction of the tennis and pickleball 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 four, add 14 pickleball courts, and 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 30 Planning Commission Resolution No. PC2023-014 Page 9 of 21 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 and pickleball clubhouse, which are within the maximum 50-foot building height allowed by PC-47. 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 four tennis courts, 14 pickleball courts, 41 hotel rooms and ancillary hotel uses, 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 and pickleball club facilities, and 31 Planning Commission Resolution No. PC2023-014 Page 10 of 21 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 four tennis courts, 14 pickleball 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 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 tribal contacts should be provided notice regarding the proposed amendment. The tribal contacts were provided notice on June 9, 2022. Subsequently, City Staff corresponded with two (2) tribes, Gabrielino Tongva Indians of California and Juaneno Band of Mission Indians. On January 17, 2023, the aforementioned tribes were provided a courtesy notification that the application has been modified to include pickleball courts. No further correspondence was requested by either tribe. 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 90-day notification period expired 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 32 Planning Commission Resolution No. PC2023-014 Page 11 of 21 electorate would be required. This policy includes a provision that all General Plan amendments be tracked as “Prior Amendments” for ten 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 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, 26.21 AM trips, and 51.22 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, 49.21 AM trips, and 94.22 PM trips. As 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 and Pickleball Club, residential units, and hotel: 1. Tennis and Pickleball Club - The LCPA modifies the density and intensity limit for the number of tennis courts from seven (7) to four (4) courts and adds 14 pickleball courts. The additional courts increase the minimum required parking from 28 spaces to 72 spaces. There is no change to the 3,725-square-foot limit for the tennis and pickleball clubhouse. 2. Residential - 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 residential use 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 33 Planning Commission Resolution No. PC2023-014 Page 12 of 21 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 (2) enclosed parking spaces and one (1) guest parking space per unit, while the proposed attached condominiums require a minimum of three (3) enclosed parking spaces and one (1) guest parking space per unit. 3. Hotel - The LCPA revises the density and intensity limits for the hotel 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: 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 with four (4) tennis courts, 14 pickleball 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. 34 Planning Commission Resolution No. PC2023-014 Page 13 of 21 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 December 21, 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, 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, a reduction of three (3) tennis courts and addition of 14 pickleball courts, and the conversion of three (3) of five (5) 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 are in place on the Property. The tennis club includes tennis courts and interim pickleball courts that are ancillary to the club and consistent with the intended recreational uses allowed at the Property. The proposed changes to the building height, 35 Planning Commission Resolution No. PC2023-014 Page 14 of 21 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. Development Agreement On March 27, 2012, the City Council adopted Ordinance No. 2012-3 approving Development Agreement No. DA2008-001 (“Existing Agreement”) between the City and the Applicant for the Approved Project. The Existing Agreement was executed and recorded, as document number 2014000036369 on January 29, 2014, with a 10-year term. On July 12, 2022, the City Council adopted Ordinance No. 2022-16, approving the First Amendment to DA2008-001 to extend the term of the Existing Agreement by one (1) year. The Existing Agreement will expire on September 23, 2023. With the Project including an amended scope of work, the DA is required since it includes new non-residential development in Statistical Area L1 (Newport Center/Fashion Island). Finding: In accordance with Section 15.45.020(A)(2)(c) (Buildings and Construction, Development Agreement, Development Agreement Required) of the NBMC, 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. 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 DA satisfies the requirements of Chapter 15.45 (Buildings and Construction, Development Agreements) of the NBMC as follows: Facts in Support of Finding: 1. The DA provides assurance that the Applicant may proceed with the Project in accordance with existing policies, rules and regulations, and conditions of approval. Additionally, the DA helps the Applicant avoid a waste of resources and escalated costs 36 Planning Commission Resolution No. PC2023-014 Page 15 of 21 of the Project while encouraging a commitment to private participation in comprehensive planning. 2. The DA specifies the term of Agreement for a period of 10 years, and describes the permitted uses, density and intensity, and maximum height and size of proposed buildings, consistent with the Project. Additionally, the DA 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. The DA includes a provision which states that the effective date is contingent upon final approval of the LCPA by the CCC. Subsequently, further discretionary approvals (eg. Coastal development permit, site development review, tentative tract map, limited permit, etc.) are also required to implement the Project as described by the DA. 4. Public benefits include the payment of ninety-three thousand dollars ($93,000) per each residential dwelling unit and $10 per square foot of construction for the tennis and pickleball clubhouse. 5. If the DA is adopted, the existing Agreement is considered terminated. SECTION 4. DECISION. NOW, THEREFORE, BE IT RESOLVED: 1. The Planning Commission of the City of Newport Beach hereby recommends the following 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), which is attached hereto as Exhibit “A”, and incorporated herein by reference; b. Approve the General Plan Amendment, which is attached hereto as Exhibit “B”, and incorporated herein by reference; c. Approved the Local Coastal Program Amendment, which is attached hereto as Exhibit “C”, and incorporated herein by reference; d. Approve the Planned Community Development Plan Amendment, which is attached hereto as Exhibit “D”, and incorporated herein by reference; e. Approve termination of the Existing Agreement and approval of the Development Agreement, which is attached hereto as Exhibit “E”, and incorporated herein by reference. 37 Planning Commission Resolution No. PC2023-014 Page 16 of 21 PASSED, APPROVED, AND ADOPTED THIS 23RD DAY OF MARCH, 2023. AYES: NOES: RECUSED: ABSENT: BY:_________________________ Curtis Ellmore, Chairman BY:_________________________ Sarah Klaustermeier, Secretary Attachments: Exhibit A – 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) Exhibit B – General Plan Amendment to Anomaly No. 46 of Table LU2 of the 2006 Newport Beach General Plan Land Use Element Exhibit C – Local Coastal Program Implementation Plan Amendment Exhibit D – Newport Beach Country Club Planned Community Development Plan Amendment Exhibit E – Development Agreement 38 Planning Commission Resolution No. PC2023-014 Page 17 of 21 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 39 Planning Commission Resolution No. PC2023-014 Page 18 of 21 EXHIBIT “B” GENERAL PLAN AMENDMENT TO ANOMALY NO. 46 OF TABLE LU2 OF THE 2006 NEWPORT BEACH GENERAL PLAN LAND USE ELEMENT 40 Anomaly Number Statistical Area Land Use Designation Development Limit (sf) Development Limit (Other) Additional Information 46 L1 MU-H3/PR 3,725 24 Tennis Courts 4 Tennis Courts 14 Pickleball Courts 41 Hotel Rooms Residential permitted in accordance with MU-H3. 5 residential units permitted 41 Planning Commission Resolution No. PC2023-014 Page 19 of 21 EXHIBIT “C” LOCAL COASTAL PROGRAM IMPLEMENTATION PLAN AMENDMENT 42 Local Coastal Program Implementation Plan Amendment Related to Development Standards of the Tennis and Pickleball Club portion within the Newport Beach Country Club Planned Community (PC-47) (PA2021-260) Amend Section 21.26.055(S)(2)-(4) (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 and Pickleball Club. a. Density/intensity limit: seven four (4) tennis courts, fourteen (14) pickleball 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 seventy-two (72) spaces. 3. Residential. a. Detached Residential The Villas i. Density/intensity limit: five two single-family dwelling units. ii. Development Standards: Villa Dwelling Unit Designation Villa Single-Family Dwelling A (TTM Lot #1) Villa Single-Family Dwelling 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 43 b. Attached Residential (Condominiums) i. Density/intensity limit: three (3) attached residential units. ii. Development Standards: Setbacks: 5 feet minimum from any property line Height: 46 feet (to be located atop of the 2-story hotel buildings) Parking: 3 enclosed spaces and one guest space per dwelling unit 4. (The Bungalows) Hotel a. Density/Intensity Limit: The maximum allowable number of the bungalows hotel rooms shall be twenty-seven (27) 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. 44 Planning Commission Resolution No. PC2023-014 Page 20 of 21 EXHIBIT “D” NEWPORT BEACH COUNTRY CLUB PLANNED COMMUNITY DEVELOPMENT PLAN AMENDMENT 45 Newport Beach Country Club Planned Community Development Plan Adoption: March 27, 2012, Ordinance No. 2012-2 Amendment: ___, 2023, Ordinance No.__ 46 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 and Pickleball Club ................................................................... 11 A. Tennis and Pickleball Courts .......................................................... 11 1. Number of Courts ...................................................................... 11 B. Tennis and Pickleball 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 ............................................................................. 14 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 47 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 Residential Development Standards ................................................... 13 48 4 1.0 INTRODUCTION AND PURPOSE ___________________________________ The Newport Beach Country Club Planned Community District (the PCD) is composed of the Golf Club, Tennis and Pickleball Club, Bungalows hotel and Villas facilities detached and attached residences, 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 Golf Club, Tennis and Pickleball Club, 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. 49 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. 50 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 51 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 Golf Club to call individuals to the tees and at the Tennis and Pickleball Club to call points during tennis and pickleball tournaments. 52 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 and Pickleball Courts Adequate buffering between the Villas residential units and tennis courts and pickleball 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 Tennis and Pickleball Clubhouse 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. Additionally, adequate sound barriers shall be installed around the tennis and pickleball courts to the satisfaction of the Community Development Director. 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, pickleball tournaments 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. 53 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 and Pickleball Club Site Phasing Plan The phasing plan for the tennis club site which consists of the tTennis and Pickleball cClub, 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. 54 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 55 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 and Pickleball Club Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the tennis and pickleball courts and clubhouse. A. The Tennis and Pickleball Courts 1. Number of courts 56 12 The maximum allowable tennis courts shall be seven four lighted tennis courts and 14 pickleball courts (12 lighted courts and one lighted stadium with two (2) pickleball courts). (six lighted championship courts and one lighted stadium-center court). B. Tennis and Pickleball Clubhouse and Ancillary Uses 1. Building Area The maximum allowable gross floor area for the Tennis and Pickleball Clubhouse shall be 3,725 square feet. 2. Building Height The maximum allowable building height for the Tennis and Pickleball 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 and Pickleball 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 and Pickleball Clubhouse and Courts shall be a minimum of 28 72 parking spaces. 3.3. The Villas Residential Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the villas dwelling units. 57 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 detached residential units: The Villas Residential Development Standards Table Villa Dwelling Unit Designation Villa Single-Family Dwelling A Villa Single-Family Dwelling 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 58 14 B. Attached Residential 1. Number of Units The maximum allowable number of attached residential units shall be three (3). 2. Development Standards The following development standards shall apply to the detached residential units: Setbacks: 5 feet minimum from any property line Height: 46 feet (to be located atop of the 2-story hotel buildings) Parking: 3 enclosed spaces and one guest space per dwelling unit 3.4. The Bungalows Hotel Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the bungalows hotel rooms, concierge and guest center, and spa facility. A. 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. B. 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 • Yoga Pavilion C. 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. 59 15 D. 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. E. Building Setbacks The building setback requirement shall be a minimum of 5 feet from any property line. F. 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 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 hotel. Total 60 16 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. 61 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: A. The development shall be in compliance with all other provisions of the Planned Community District Plan; B. 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; C. 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 62 18 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. 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 63 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 64 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. 65 21 Exhibit A 66 22 Exhibit B 67 Planning Commission Resolution No. PC2023-014 Page 21 of 21 EXHIBIT “E” DEVELOPMENT AGREEMENT 68 A10-00773 03.01.23 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663-3884 Attn: City Clerk (Space Above This Line Is for Recorder’s Use Only) This Agreement is recorded at the request and for the benefit of the City of Newport Beach and is exempt from the payment of a recording fee pursuant to Government Code §§ 6103 and 27383. DEVELOPMENT AGREEMENT between CITY OF NEWPORT BEACH and GOLF REALTY FUND CONCERNING PROPERTIES REFERENCED AS “TENNIS AND PICKLEBALL CLUB” WITHIN THE NEWPORT BEACH COUNTRY CLUB PLANNED COMMUNITY DISTRICT 69 A10-00773 v4 01.06.11 FINAL -1- DEVELOPMENT AGREEMENT (Pursuant to California Government Code Sections 65864-65869.5) This DEVELOPMENT AGREEMENT (the “Agreement”) is dated for reference purposes as of the __ day of __________, 2023 (the “Agreement Date”), and is being entered into by and between the City of Newport Beach (“City”), and Golf Realty Fund LP, a California limited partnership “Property Owner”). City and Property Owner are sometimes collectively referred to in this Agreement 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 commonly referred to as 1602 East Coast Highway and 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 and is a part of the Newport Beach Country Club Planned Community District shown on the City’s Zoning Map. The Property comprises the area shown on Exhibit B as The Residential Sub-Area, The Tennis and Pickleball Club Sub-Area, and The Hotel Sub-Area. B. In order to encourage investment in, and commitment to, comprehensive planning and public facilities financing, strengthen the public planning process and encourage private implementation of the local general plan, provide certainty in the approval of projects in order to avoid waste of time and resources, and reduce the economic costs of development by providing assurance to property owners that they may proceed with projects consistent with existing land use policies, rules, and regulations, the California Legislature adopted California Government Code sections 65864-65869.5 (the “Development Agreement Statute”) authorizing cities and counties to enter into development agreements with persons or entities having a legal or equitable interest in real property located within their jurisdiction. C. On March 13, 2007, the City Council adopted Ordinance No. 2007-6, entitled “Ordinance Amending Chapter 15.45 of City of Newport Beach Municipal Code Regarding Development Agreements” (the “Development Agreement Ordinance”). This Agreement is consistent with the Development Agreement Ordinance. D. The Parties wish to enter into Agreement to include four (4) tennis courts, fourteen (14) pickleball courts, including a stadium (approximately one hundred four feet (104’) by one hundred forty-eight feet (148’) with two pickleball courts, forty-one (41) hotel rooms, the gross floor area of ancillary hotel uses is fourteen thousand three hundred and eighty-six (14,386) square feet, and construct three (3) attached condominium units and two (2) single-family residences in lieu of five (5) single-family residences. E. As detailed in Section 3 of this Agreement, Property Owner has agreed to provide the following significant public benefits as consideration for this Agreement: Visitor-Serving Uses within the Coastal Zone, and other economic contributions including the payment of a Public Benefit Fee. 70 2 F. This Agreement 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), the Coastal Land Use Plan’s 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 in order to establish appropriate zoning to regulate land use and development of the Property consistent with the General Plan, and the Newport Beach Country Club Planned Community Development Plan No PC2005-002 approved for the Property on March 27, 2012 by Ordinance No. 2012-2. G. In recognition of the significant public benefits that this Agreement provides, the City Council finds that this Agreement: (i) is consistent with the City of Newport Beach General Plan as of the date of this Agreement; (ii) is in the best interests of the health, safety, and general welfare of City, its residents, and the public; (iii) is entered into pursuant to, and constitutes a present exercise of, City’s police power; (iv) is consistent and has been approved consistent with the Final Environmental Impact Report for the City of Newport Beach General Plan 2006 Update (State Clearinghouse No. 2006011119), the Mitigated Negative Declaration No. ND2010-008 and for the Newport Beach Country Club Planned Community District (PA2021-260) approved by the City Council on ____________ and the Addendum to Mitigated Negative Declaration No. ND2010-008, both of which analyze the environmental effects of the Project on the Property; and (v) is consistent and has been approved consistent with provisions of California Government Code section 65867 and City of Newport Beach Municipal Code chapter 15.45. H. On March 23, 2023, City’s Planning Commission held a public hearing on this Agreement, and made findings and determinations with respect to this Agreement, and recommended to the City Council that the City Council approve this Agreement. I. On INSERT DATE, the City Council held a public hearing on this Agreement and considered the Planning Commission’s recommendations and the testimony and information submitted by City staff, Property Owner, and members of the public. On INSERT DATE, consistent with applicable provisions of the Development Agreement Statute and Development Agreement Ordinance, the City Council adopted its Ordinance No. 2023-___ (the “Adopting Ordinance”), finding this Agreement to be consistent with the City of Newport Beach General Plan and approving this Agreement. AGREEMENT NOW, THEREFORE, City and Property Owner agree as follows: 1. Definitions. In addition to any terms defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the meanings set forth below: “Action” shall have the meaning ascribed in Section 8.10 of this Agreement. “Adopting Ordinance” shall mean City Council Ordinance No. 2023-__ approving and adopting this Agreement. 71 3 “Agreement” shall mean this Development Agreement, as the same may be amended from time to time. “Agreement Date” shall mean _________________, which date is the date the City Council adopted the Adopting Ordinance. “CEQA” shall mean the California Environmental Quality Act (California Public Resources Code Sections 21000-21177) and the implementing regulations promulgated thereunder by the Secretary for Resources (California Code of Regulations, Title 14, Section 15000 et seq.) (“CEQA Guidelines”), as the same may be amended from time to time. “City” shall mean the City of Newport Beach, a California charter city. “City Council” shall mean the governing body of City. “City’s Affiliated Parties” shall have the meaning ascribed in Section 10.1 of this Agreement. “Claim” shall have the meaning ascribed in Section 10.1 of this Agreement. “CPI Index” shall mean the Consumer Price Index published from time to time by the United States Department of Labor for all urban consumers (all items) for the smallest geographic area that includes the City or, if such index is discontinued, such other similar index as may be publicly available that is selected by City in its reasonable discretion. “Cure Period” shall have the meaning ascribed in Section 8.1 of this Agreement. “Default” shall have the meaning ascribed to that term in Section 8.1 of this Agreement. “Develop” or “Development” shall mean to improve or the improvement of the Property for the purpose of completing the structures, improvements, and facilities comprising the Project, including but not limited to: grading; the construction of infrastructure and public facilities related to the Project, whether located within or outside the Property; the construction of all of the private improvements and facilities comprising the Project; the preservation or restoration, as required of natural and man-made or altered open space areas; and the installation of landscaping. The terms “Develop” and “Development,” as used herein, do not include the maintenance, repair, reconstruction, replacement, or redevelopment of any structure, improvement, or facility after the initial construction and completion thereof. “Development Agreement Ordinance” shall mean Chapter 15.45 of the City of Newport Beach Municipal Code. “Development Agreement Statute” shall mean California Government Code Sections 65864-65869.5, inclusive. “Development Exactions” shall mean any requirement of City in connection with or pursuant to any ordinance, resolution, rule, or official policy for the dedication of land, the construction or installation of any public improvement or facility, or the payment of any fee or 72 4 charge in order to lessen, offset, mitigate, or compensate for the impacts of Development of the Project on the environment or other public interests. “Development Plan” shall mean the amendment to Newport Beach Country Club Planned Community Development Plan (PC-47) adopted pursuant to Ordinance No. 2012-2 and as amended by Ordinance No. 2023-___; General Plan Amendment adopted pursuant to Resolution No. 2023-___; amendment to Coastal Development Permit No. CD2017-039 adopted pursuant to Resolution No. 2023-___; and Local Coastal Program Implementation Plan Amendment (also referred to herein as Title 21 of the Newport Beach Municipal Code) adopted pursuant to Resolution No. 2023-___ but subject to California Coastal Commission final review and approval. “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 (Title 21); 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; (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; (iv) the date of final approval of Amendment to the Local Coastal Program Implementation Plan for the Project; or (v) the date of or if a lawsuit 73 5 is timely filed challenging the validity or legality of the approval of Amendment to the Local Coastal Program Implementation Plan for the Project, the date on which said challenge is finally resolved in favor of the validity or legality of Amendment to the Local Coastal Program Implementation Plan for the Project, whether such finality is achieved by a final non-appealable judgment, voluntary or involuntary dismissal (and the passage of any time required to appeal an involuntary dismissal), or binding written settlement agreement. Promptly after the Effective Date occurs, the Parties agree to cooperate in causing an appropriate instrument to be executed and recorded against the Property memorializing the Effective Date. “Environmental Laws” means all federal, state, regional, county, municipal, and local laws, statutes, ordinances, rules, and regulations which are in effect as of the Agreement Date, and all federal, state, regional, county, municipal, and local laws, statutes, rules, ordinances, rules, and regulations which may hereafter be enacted and which apply to the Property or any part thereof, pertaining to the use, generation, storage, disposal, release, treatment, or removal of any Hazardous Substances, including without limitation the following: the Comprehensive Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq., as amended (“CERCLA”); the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901, et seq., as amended (“RCRA”); the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C. Sections 11001 et seq., as amended; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., as amended; the Clean Air Act, 42 U.S.C. Sections 7401 et seq., as amended; the Clean Water Act, 33 U.S.C. Section 1251, et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. Sections 2601 et seq., as amended; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136 et seq., as amended; the Federal Safe Drinking Water Act, 42 U.S.C. Sections 300f et seq., as amended; the Federal Radon and Indoor Air Quality Research Act, 42 U.S.C. Sections 7401 et seq., as amended; the Occupational Safety and Health Act, 29 U.S.C. Sections 651 et seq., as amended; and California Health and Safety Code Section 25100, et seq. “General Plan” shall mean City’s 2006 General Plan adopted by the City Council on July 25, 2006, by Resolution No. 2006-76, as amended through the Agreement Date but excluding any amendment after the Agreement Date that impairs or restricts Property Owner’s rights set forth in this Agreement, unless such amendment is expressly authorized by this Agreement, is authorized by Sections 8 or 9, or is specifically agreed to by Property Owner. The Land Use Plan of the Land Use Element of the General Plan was approved by City voters in a general election on November 7, 2006. “Hazardous Substances” means any toxic substance or waste, pollutant, hazardous substance or waste, contaminant, special waste, industrial substance or waste, petroleum or petroleum-derived substance or waste, or any toxic or hazardous constituent or additive to or breakdown component from any such substance or waste, including without limitation any substance, waste, or material regulated under or defined as “hazardous” or “toxic” under any Environmental Law. “Mortgage” shall mean a mortgage, deed of trust, sale and leaseback arrangement, or any other form of conveyance in which the Property, or a part or interest in the Property, is pledged as security and contracted for in good faith and for fair value. 74 6 “Mortgagee” shall mean the holder of a beneficial interest under a Mortgage or any successor or assignee of the Mortgagee. “Notice of Default” shall have the meaning ascribed in Section 8.1 of this Agreement. “Party” or “Parties” shall mean either City or Property Owner or both, as determined by the context. “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 Agreement and the Development Regulations, as the same may be modified or amended from time to time consistent with this Agreement and applicable law. “Property” is described in Exhibit “A” and generally depicted on Exhibit “B” as The Tennis and Pickleball Club, The Residential, and The Hotel Sub-Areas shown on “Exhibit B”. “Property Owner” shall mean Golf Realty Fund, a California limited partnership and any successor or assignee, including lessees, to all or any portion of the right, title, and interest of Golf Realty Fund in and to ownership of all or a portion of the Property. “Public Benefit Fee” shall have the meaning ascribed in Section 3.1 of this Agreement. “Subsequent Development Approvals” shall mean all discretionary development and building approvals that Property Owner is permitted to obtain to Develop the Project on and with respect to the Property after the Agreement Date consistent with the Development Regulations. “Term” shall have the meaning ascribed in Section 2.4 of this Agreement. “Termination Date” and “Lot Termination Date” shall have the meaning ascribed in Section 2.4 of this Agreement. “Transfer” shall have the meaning ascribed in Section 11 of this Agreement. 2. General Provisions. 2.1 Plan Consistency, Zoning Implementation. This Agreement and the Development Regulations applicable to the Property are consistent with the General Plan and the Newport Beach Country Club Planned Community Development Plan (PC-47) as amended by the approvals in the Development Plan adopted concurrently herewith (including but not limited to the amendment to the Newport Beach Country Club Planned Community Development Plan (PC-47). The amendment to the Local Coastal Program Implementation Plan is subject to final review and approval by the California Coastal Commission. 2.2 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out in accordance with the terms of this Agreement. 75 7 2.3 Property Owner Representations and Warranties Regarding Ownership of the Property and Related Matters Pertaining to this Agreement. Property Owner and each person executing this Agreement on behalf of Property Owner hereby represents and warrants to City as follows: (i) Property Owner or any co-owner comprising Property Owner is a legal entity and that such entity is duly formed and existing and is authorized to do business in the State of California; (ii) if Property Owner or any co-owner comprising Property Owner is a natural person that such natural person has the legal right and capacity to execute this Agreement; (iii) that all actions required to be taken by all persons and entities comprising Property Owner to enter into this Agreement have been taken and that Property Owner has the legal authority to enter into this Agreement; (iv) Property Owner’s entering into and performing its obligations set forth in this Agreement will not result in a violation of any obligation, contractual or otherwise, that Property Owner or any person or entity comprising Property Owner has to any third party; (v) that neither Property Owner nor any co-owner comprising Property Owner is the subject of any voluntary or involuntary petition in bankruptcy; and (vi) Property Owner has the authority and ability to enter into or perform any of its obligations set forth in this Agreement. 2.4 Term. The term of this Agreement (the “Term” shall commence on the Effective Date and continue until ____________ 20__, unless otherwise terminated or modified pursuant to its terms. Notwithstanding any other provision set forth in this Agreement to the contrary, if any Party reasonably determines that the Effective Date will not occur because (i) the Adopting Ordinance or any of the Development Regulations approved on or before the Agreement Date 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, this Agreement, the LCPA for the Project and/or any of the Development Regulations for the Project approved on or before the Agreement Date 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 76 8 occupancy permits, and acceptance by City or applicable public agency(ies) or private entity(ies) of all required offers of dedication. Notwithstanding any other provision set forth in this Agreement to the contrary, the provisions set forth in Article 10 and Section 14.11 (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 Benefits. 3.1 Public Benefit Fee. 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 to (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 the three thousand seven hundred twenty-five (3,725) square foot Tennis and Pickleball Clubhouse for a sum of thirty-seven thousand two hundred fifty dollars and 00/100 ($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 and Pickleball 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 gross square footage of the Tennis and Pickleball 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 77 9 protest or challenge the payment of such fee on any ground whatsoever, including without limitation pursuant to the Fifth 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. 3.2 Other Public Benefits. The development of the Project will include the addition of Visitor-Serving Uses consistent with the City’s Coastal Land Use Plan and will provide a unique amenity for those visitors whose interests include tennis and pickleball recreational uses. It is anticipated that the Property will continue to host numerous events of significant social and economic benefit to the City, its citizens, businesses and charitable institutions. 4. Development of Project. 4.1 Applicable Regulations; Property Owner’s Vested Rights and City’s Reservation of Discretion With Respect to Subsequent Development Approvals. Other than as expressly set forth in this Agreement, during the Term of this Agreement, (i) Property Owner shall have the vested right to Develop the Project on and with respect to the Property in accordance with the terms of the Development Regulations and this Agreement and (ii) City shall not prohibit or prevent development of the Property on grounds inconsistent with the Development Regulations or this Agreement. Notwithstanding the foregoing, nothing herein is intended to limit or restrict City’s discretion with respect to (i) review and approval requirements contained in the Development Regulations, (ii) exercise of any discretionary authority City retains under the Development Regulations, (iii) the approval, conditional approval, or denial of any Subsequent Development Approvals applied for by Property Owner, or that are required, for Development of the Project as of the Agreement Date provided that all such actions are consistent with the Development Regulations, or (iv) any environmental approvals that may be required under CEQA or any other federal or state law or regulation in conjunction with any Subsequent Development Approvals that may be required for the Project, and in this regard, as to future actions referred to in clauses (i)-(iv) of this sentence, City reserves its full discretion to the same extent City would have such discretion in the absence of this Agreement. In addition, it is understood and agreed that nothing in this Agreement is intended to vest Property Owner’s rights with respect to any laws, regulations, rules, or official policies of any other governmental agency or public utility company with jurisdiction over the Property or the Project; or any applicable federal or state laws, regulations, rules, or official policies that may be inconsistent with this Agreement and that override or supersede the provisions set forth in this Agreement, and regardless of whether such overriding or superseding laws, regulations, rules, or official policies are adopted or applied to the Property or the Project prior or subsequent to the Agreement Date. Property Owner has expended and will continue to expend substantial amounts of time and money in the planning and entitlement process to permit Development of the Project in the future. Property Owner represents and City acknowledges that Property Owner would not make these expenditures without this Agreement, and that Property Owner is and will be making these 78 10 expenditures in reasonable reliance upon obtaining vested rights to Develop the Project as set forth in this Agreement. Property Owner may apply to City for permits or approvals necessary to modify or amend the Development specified in the Development Regulations, provided that unless this Agreement also is amended, the request does not propose an increase in the maximum density, intensity, height, or size of proposed structures, or a change in use that generates more peak hour traffic or more daily traffic. In addition, Property Owner may apply to City for approval of minor amendments to existing tentative tract maps, tentative parcel maps, or associated conditions of approval, consistent with City of Newport Beach Municipal Code section 19.12.090. This Agreement does not constitute a promise or commitment by City to approve any such permit or approval, or to approve the same with or without any particular requirements or conditions, and City’s discretion with respect to such matters shall be the same as it would be in the absence of this Agreement. 4.2 No Conflicting Enactments. Except to the extent City reserves its discretion as expressly set forth in this Agreement, during the Term of this Agreement City shall not apply to the Project or the Property any ordinance, policy, rule, regulation, or other measure relating to Development of the Project that is enacted or becomes effective after the Agreement Date to the extent it conflicts with this Agreement. This Section 4.2 shall not restrict City’s ability to enact an ordinance, policy, rule, regulation, or other measure applicable to the Project pursuant to California Government Code Section 65866 consistent with the procedures specified in Section 4.3 of this Agreement. In Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, the California Supreme Court held that a construction company was not exempt from a city’s growth control ordinance even though the city and construction company had entered into a consent judgment (tantamount to a contract under California law) establishing the company’s vested rights to develop its property consistent with the zoning. The California Supreme Court reached this result because the consent judgment failed to address the timing of development. The Parties intend to avoid the result of the Pardee case by acknowledging and providing in this Agreement that Property Owner shall have the vested right to Develop the Project on and with respect to the Property at the rate, timing, and sequencing that Property Owner deems appropriate within the exercise of Property Owner’s sole subjective business judgment, provided that such Development occurs in accordance with this Agreement and the Development Regulations, notwithstanding adoption by City’s electorate of an initiative to the contrary after the Agreement Date. No City moratorium or other similar limitation relating to the rate, timing, or sequencing of the Development of all or any part of the Project and whether enacted by initiative or another method, affecting subdivision maps, building permits, occupancy certificates, or other entitlement to use, shall apply to the Project to the extent such moratorium or other similar limitation restricts Property Owner’s vested rights in this Agreement or otherwise conflicts with the express provisions of this Agreement. 4.3 Reservations of Authority. Notwithstanding any other provision set forth in this Agreement to the contrary, the laws, rules, regulations, and official policies set forth in this Section 4.3 shall apply to and govern the Development of the Project on and with respect to the Property. 79 11 4.3.1 Procedural Regulations. Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals, and any other matter of procedure shall apply to the Property, provided that such procedural regulations are adopted and applied City-wide or to all other properties similarly situated in City. 4.3.2 Processing and Permit Fees. City shall have the right to charge and Property Owner shall be required to pay all applicable processing and permit fees to cover the reasonable cost to City of processing and reviewing applications and plans for any required Subsequent Development Approvals, building permits, excavation and grading permits, encroachment permits, and the like, for performing necessary studies and reports in connection therewith, inspecting the work constructed or installed by or on behalf of Property Owner, and monitoring compliance with any requirements applicable to Development of the Project, all at the rates in effect at the time fees are due. 4.3.3 Consistent Future City Regulations. City ordinances, resolutions, regulations, and official policies governing Development which do not conflict with the Development Regulations, or with respect to such regulations that do conflict, where Property Owner has consented in writing to the regulations, shall apply to the Property. 4.3.4 Development Exactions Applicable to Property. During the Term of this Agreement, Property Owner shall be required to satisfy and pay all Development Exactions at the time performance or payment is due to the same extent and in the same amount(s) that would apply to Property Owner and the Project in the absence of this Agreement; provided, however, that to the extent the scope and extent of a particular Development Exaction (excluding any development impact fee) for the Project has been established and fixed by City in the conditions of approval for any of the Development Regulations approved on or before the Agreement Date, City shall not alter, increase, or modify said Development Exaction in a manner that is inconsistent with such Development Regulations without Property Owner’s prior written consent or as may be otherwise required pursuant to overriding federal or state laws or regulations (Section 4.3.5 hereinbelow). In addition, nothing in this Agreement is intended or shall be deemed to vest Property Owner against the obligation to pay any of the following (which are not included within the definition of “Development Exactions”) in the full amount that would apply in the absence of this Agreement: (i) City’s normal fees for processing, environmental assessment and review, tentative tract and parcel map review, plan checking, site review and approval, administrative review, building permit, grading permit, inspection, and similar fees imposed to recover City’s costs associated with processing, reviewing, and inspecting project applications, plans, and specifications; (ii) fees and charges levied by any other public agency, utility, district, or joint powers authority, regardless of whether City collects those fees and charges; or (iii) community facility district special taxes or special district assessments or similar assessments, business license fees, bonds or other security required for public improvements, transient occupancy taxes, sales taxes, property taxes, sewer lateral connection fees, water service connection fees, new water meter fees, and the Property Development Tax payable under Chapter 3.12 of City’s Municipal Code. 4.3.5 Overriding Federal and State Laws and Regulations. Federal and state laws and regulations that override Property Owner’s vested rights set forth in this Agreement shall apply to the Property, together with any City ordinances, resolutions, regulations, and official policies that are necessary to enable City to comply with the provisions of any such overriding federal or state laws and regulations, provided that (i) Property Owner does not waive its right to challenge 80 12 or contest the validity of any such purportedly overriding federal, state, or City law or regulation; and (ii) upon the discovery of any such overriding federal, state, or City law or regulation that prevents or precludes compliance with any provision of this Agreement, City or Property Owner shall provide to the other Party a written notice identifying the federal, state, or City law or regulation, together with a copy of the law or regulation and a brief written statement of the conflict(s) between that law or regulation and the provisions of this Agreement. Promptly thereafter City and Property Owner shall meet and confer in good faith in a reasonable attempt to determine whether a modification or suspension of this Agreement, in whole or in part, is necessary to comply with such overriding federal, state, or City law or regulation. In such negotiations, City and Property Owner agree to preserve the terms of this Agreement and the rights of Property Owner as derived from this Agreement to the maximum feasible extent while resolving the conflict. City agrees to cooperate with Property Owner at no cost to City in resolving the conflict in a manner which minimizes any financial impact of the conflict upon Property Owner. City also agrees to process in a prompt manner Property Owner’s proposed changes to this Agreement, the Project and any of the Development Regulations as may be necessary to comply with such overriding federal, state, or City law or regulation; provided, however, that the approval of such changes by City shall be subject to the discretion of City, consistent with this Agreement. 4.3.6 Public Health and Safety. Any City ordinance, resolution, rule, regulation, program, or official policy that is necessary to protect persons on the Property or in the immediate vicinity from conditions dangerous to their health or safety, as reasonably determined by City, shall apply to the Property, even though the application of the ordinance, resolution, rule regulation, program, or official policy would result in the impairment of Property Owner’s vested rights under this Agreement. 4.3.7 Uniform Building Standards. Existing and future building and building- related standards set forth in the uniform codes adopted and amended by City from time to time, including building, plumbing, mechanical, electrical, housing, swimming pool, and fire codes, and any modifications and amendments thereof shall all apply to the Project and the Property to the same extent that the same would apply in the absence of this Agreement. 4.3.8 Public Works Improvements. To the extent Property Owner constructs or installs any public improvements, works, or facilities, the City standards in effect for such public improvements, works, or facilities at the time of City’s issuance of a permit, license, or other authorization for construction or installation of same shall apply. 4.3.9 No Guarantee or Reservation of Utility Capacity. Notwithstanding any other provision set forth in this Agreement to the contrary, nothing in this Agreement is intended or shall be interpreted to require City to guarantee or reserve to or for the benefit of Property Owner or the Property any utility capacity, service, or facilities that may be needed to serve the Project, whether domestic or reclaimed water service, sanitary sewer transmission or wastewater treatment capacity, downstream drainage capacity, or otherwise, and City shall have the right to limit or restrict Development of the Project if and to the extent that City reasonably determines that inadequate utility capacity exists to adequately serve the Project at the time Development is scheduled to commence. 5. Amendment or Cancellation of Agreement. 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 81 13 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. 6. Enforcement. Unless this Agreement is amended, canceled, modified, or suspended as authorized herein or pursuant to California Government Code section 65869.5, this Agreement shall be enforceable by either Party despite any change in any applicable general or specific plan, zoning, subdivision, or building regulation or other applicable ordinance or regulation adopted by City (including by City’s electorate) that purports to apply to any or all of the Property. 7. Annual Review of Property Owner’s Compliance With Agreement. 7.1 General. City shall review this Agreement once during every twelve (12) month period following the Effective Date for compliance with the terms of this Agreement as provided in Government Code Section 65865.1. Property Owner (including any successor to the Property Owner executing this Agreement on or before the Agreement Date) shall pay City a reasonable fee in an amount City may reasonably establish from time to time to cover the actual and necessary costs for the annual review. City’s failure to timely provide or conduct an annual review shall not constitute a Default hereunder by City. 7.2 Property Owner Obligation to Demonstrate Good Faith Compliance. During each annual review by City, Property Owner is required to demonstrate good faith compliance with the terms of the Agreement. Property Owner agrees to furnish such evidence of good faith compliance as City, in the reasonable exercise of its discretion, may require, thirty (30) days prior to each anniversary of the Effective Date during the Term. 7.3 Procedure. 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. 7.4 Annual Review a Non-Exclusive Means for Determining and Requiring Cure of Property Owner’s Default. 82 14 The annual review procedures set forth in this Article 7 shall not be the exclusive means for City to identify a Default by Property Owner or limit City’s rights or remedies for any such Default. 8. Events of Default. 8.1 General Provisions. 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 (ten (10) 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 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. 8.2 Default by Property Owner. If Property Owner is alleged to have committed a non-monetary Default and it disputes the claimed Default, it may make a written request for an appeal hearing before the City Council within ten (10) days of receiving the Notice of Default, and a public hearing shall be scheduled at the next available City Council meeting to consider Property Owner’s appeal of the Notice of Default. Failure to appeal a Notice of Default to the City Council within the ten (10) day period shall waive any right to a hearing on the claimed Default. If Property Owner’s appeal of the Notice of Default is timely and in good faith but after a public hearing of Property Owner’s appeal the City Council concludes that Property Owner is in Default as alleged in the Notice of Default, the accrual date for commencement of the thirty (30) day Cure Period provided in Section 8.1 shall be extended until the City Council’s denial of Property Owner’s appeal is communicated to Property Owner in writing. 8.3 City’s Option to Terminate Agreement. In the event of an alleged Property Owner Default, City may not terminate this Agreement without first delivering a written Notice of Default and providing Property Owner with the opportunity to cure the Default within the Cure Period, as provided in Section 8.1, and complying with Section 8.2 if Property Owner timely appeals any Notice of Default. A termination of this Agreement by City shall be valid only if good cause exists and is supported by evidence presented to the City Council at or in connection with a duly noticed public hearing to establish the existence of a Default. The validity of any termination may be judicially challenged by Property Owner. Any such judicial challenge must be brought within thirty (30) days of service on Property Owner, 83 15 by first class mail, postage prepaid, of written notice of termination by City or a written notice of City’s determination of an appeal of the Notice of Default as provided in Section 8.2. 8.4 Default by City. If Property Owner alleges a City Default and alleges that the City has not cured the Default within the Cure Period, Property Owner may pursue any equitable remedy available to it under this Agreement, including, without limitation, an action for a writ of mandamus, injunctive relief, or specific performance of City’s obligations set forth in this Agreement. Upon a City Default, any resulting delays in Property Owner’s performance hereunder shall neither be a Property Owner Default nor constitute grounds for termination or cancellation of this Agreement by City and shall, at Property Owner’s option (and provided Property Owner delivers written notice to City within thirty (30) days of the commencement of the alleged City Default), extend the Term for a period equal to the length of the delay. 8.5 Waiver. Failure or delay by either Party in delivering a Notice of Default shall not waive that Party’s right to deliver a future Notice of Default of the same or any other Default. 8.6 Specific Performance Remedy. Due to the size, nature, and scope of the Project, it will not be practical or possible to restore the Property to its pre-existing condition once implementation of this Agreement has begun. After such implementation, both Property Owner and City may be foreclosed from other choices they may have had to plan for the development of the Property, to utilize the Property or provide for other benefits and alternatives. Property Owner and City have invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement. It is not possible to determine the sum of money which would adequately compensate Property Owner or City for such efforts. For the above reasons, City and Property Owner agree that damages would not be an adequate remedy if either City or Property Owner fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is necessary to compensate Property Owner if City fails to carry out its obligations under this Agreement or to compensate City if Property Owner falls to carry out its obligations under this Agreement. 8.7 Monetary Damages. The Parties agree that monetary damages shall not be an available remedy for either Party for a Default hereunder by the other Party; provided, however, that (i) nothing in this Section 8.7 is intended or shall be interpreted to limit or restrict City’s right to recover the Public Benefit Fees due from Property Owner as set forth herein; and (ii) nothing in this Section 8.7 is intended or shall be interpreted to limit or restrict Property Owner’s indemnity obligations set forth in Article 10 or the right of the prevailing Party in any Action to recover its litigation expenses, as set forth in Section 8.10. In no event shall damages be awarded against the City upon an event of default or upon termination of this Agreement. Developer expressly agrees that the City, any City agencies and their respective elected and appointed councils, boards, commissions, officers, agents, employees, volunteers and representatives (collectively, for purposes of this Section 8.7, 84 16 “City”) shall not be liable for any monetary damage for a Default by the City or any claims against City arising out of this Agreement. Developer hereby expressly waives any such monetary damages against the City. The sole and exclusive judicial remedy for Developer in the event of a Default by the City shall be an action in mandamus, specific performance, or other injunctive or declaratory relief. 8.8 Additional City Remedy for Property Owner’s Default. In the event of any Default by Property Owner, in addition to any other remedies which may be available to City, whether legal or equitable, City shall be entitled to receive and retain any Development Exactions applicable to the Project or the Property, including any fees, grants, dedications, or improvements to public property which it may have received prior to Property Owner’s Default without recourse from Property Owner or its successors or assigns. 8.9 No Personal Liability of City Officials, Employees, or Agents. No City official, employee, or agent shall have any personal liability hereunder for a Default by City of any of its obligations set forth in this Agreement. 8.10 Recovery of Legal Expenses by Prevailing Party in Any Action. In any judicial proceeding, arbitration, or mediation (collectively, an “Action”) between the Parties that seeks to enforce the provisions of this Agreement or arises out of this Agreement, the prevailing Party shall not recover any of its costs and expenses, regardless of whether they would be recoverable under California Code of Civil Procedure section 1033.5 or California Civil Code section 1717 in the absence of this Agreement. These costs and expenses include, but are not limited to, court costs, expert witness fees, attorneys’ fees, City staff costs (including overhead), and costs of investigation and preparation before initiation of the Action. 9. Force Majeure. Neither Party shall be deemed to be in Default where failure or delay in performance of any of its obligations under this Agreement is caused, through no fault of the Party whose performance is prevented or delayed, by floods, earthquakes, other acts of God, fires, wars, riots or similar hostilities, strikes or other labor difficulties, state or federal regulations, or court actions. Except as specified above, nonperformance shall not be excused because of the act or omission of a third person. In no event shall the occurrence of an event of force majeure operate to extend the Term of this Agreement. In addition, in no event shall the time for performance of a monetary obligation, including without limitation Property Owner’s obligation to pay Public Benefit Fees, be extended pursuant to this Section. 10. Indemnity Obligations of Property Owner. 10.1 Indemnity Arising From Acts or Omissions of Property Owner. Property Owner shall indemnify, defend, and hold harmless City and City’s officials, employees, agents, attorneys, and contractors (collectively, the “City’s Affiliated Parties”) from and against all suits, claims, liabilities, losses, damages, penalties, obligations, and expenses (including but not limited to attorneys’ fees and costs) (collectively, a “Claim”) that may arise, 85 17 directly or indirectly, from the acts, omissions, or operations of Property Owner or Property Owner’s agents, contractors, subcontractors, agents, or employees in the course of Development of the Project or any other activities of Property Owner relating to the Property or pursuant to this Agreement. City shall have the right, in its sole discretion, to select and retain counsel to defend any Claim filed against City and/or any of City’s Affiliated Parties, and Property Owner shall pay the reasonable cost for defense of any Claim. The indemnity provisions in this Section 10.1 shall commence on the Agreement Date, regardless of whether the Effective Date occurs, and shall survive the Termination Date. 10.2 Third Party Litigation. In addition to its indemnity obligations set forth in Section 10.1, Property Owner shall indemnify, defend, and hold harmless City and City’s Affiliated Parties from and against any Claim against City or City’s Affiliated Parties seeking to attack, set aside, void, or annul the approval of this Agreement, the Adopting Ordinance, any of the Development Regulations for the Project (including without limitation any actions taken pursuant to CEQA with respect thereto), any Subsequent Development Approval, or the approval of any permit granted pursuant to this Agreement. Said indemnity obligation shall include payment of attorney’s fees, expert witness fees, City staff costs, and court costs. City shall promptly notify Property Owner of any such Claim and City shall cooperate with Property Owner in the defense of such Claim. If City fails to promptly notify Property Owner of such Claim, Property Owner shall not be responsible to indemnify, defend, and hold City harmless from such Claim until Property Owner is so notified and if City fails to cooperate in the defense of a Claim Property Owner shall not be responsible to defend, indemnify, and hold harmless City during the period that City so fails to cooperate or for any losses attributable thereto. City shall be entitled to retain separate counsel to represent City against the Claim and the City’s defense costs for its separate counsel shall be included in Property Owner’s indemnity obligation, provided that such counsel shall reasonably cooperate with Property Owner in an effort to minimize the total litigation expenses incurred by Property Owner. In the event either City or Property Owner recovers any attorney’s fees, expert witness fees, costs, interest, or other amounts from the party or parties asserting the Claim, Property Owner shall be entitled to retain the same (provided it has fully performed its indemnity obligations hereunder). The indemnity provisions in this Section 10.2 shall commence on the Agreement Date, regardless of whether the Effective Date occurs, and shall survive the Termination Date. 10.3 Environmental Indemnity. In addition to its indemnity obligations set forth in Section 10.1, from and after the Agreement Date Property Owner shall indemnify, defend, and hold harmless City and City’s Affiliated Parties from and against any and all Claims for personal injury or death, property damage, economic loss, statutory penalties or fines, and damages of any kind or nature whatsoever, including without limitation attorney’s fees, expert witness fees, and costs, based upon or arising from any of the following: (i) the actual or alleged presence of any Hazardous Substance on or under any of the Property in violation of any applicable Environmental Law; (ii) the actual or alleged migration of any Hazardous Substance from the Property through the soils or groundwater to a location or locations off of the Property; and (iii) the storage, handling, transport, or disposal of any Hazardous Substance on, to, or from the Property and any other area disturbed, graded, or developed by Property Owner in connection with Property Owner’s Development of the Project. The foregoing indemnity obligations shall not apply to any Hazardous Substance placed or stored 86 18 on a separate legal lot within the Property after the Lot Termination Date for said lot, as provided in Section 2.4 of this Agreement. The indemnity provisions in this Section 10.3 shall commence on the Agreement Date, regardless of whether the Effective Date occurs, and shall survive the Termination Date. 11. Assignment. Property Owner shall have the right to sell, transfer, or assign (hereinafter, collectively, a “Transfer”) Property Owner’s interest in or fee title to the Property, in whole or in part, to any person, partnership, joint venture, firm, or corporation (which successor, as of the effective date of the Transfer, shall become the “Property Owner” under this Agreement) at any time from the Agreement Date until the Termination Date; provided, however, that no such Transfer shall violate the provisions of the Subdivision Map Act (Government Code Section 66410 et seq.) or City’s local subdivision ordinance and any such Transfer shall include the assignment and assumption of Property Owner’s rights, duties, and obligations set forth in or arising under this Agreement as to the Property or the portion thereof so Transferred and shall be made in strict compliance with the following conditions precedent: (i) no transfer or assignment of any of Property Owner’s rights or interest under this Agreement shall be made unless made together with the Transfer of all or a part of the Property; and (ii) prior to the effective date of any proposed Transfer, Property Owner (as transferor) shall notify City, in writing, of such proposed Transfer and deliver to City a written assignment and assumption, executed in recordable form by the transferring and successor Property Owner and in a form subject to the reasonable approval of the City Attorney of City (or designee), pursuant to which the transferring Property Owner assigns to the successor Property Owner and the successor Property Owner assumes from the transferring Property Owner all of the rights and obligations of the transferring Property Owner with respect to the Property or portion thereof to be so Transferred, including in the case of a partial Transfer the obligation to perform such obligations that must be performed off of the portion of the Property so Transferred that are a condition precedent to the successor Property Owner’s right to develop the portion of the Property so Transferred. Any Permitted Transferee shall have all of the same rights, benefits, duties, obligations, and liabilities of Developer under this Agreement with respect to the portion of, or interest in, the Property sold, transferred, and assigned to such Permitted Transferee; provided, however, that in the event of a Transfer of less than all of the Property, or interest in the Property, no such Permitted Transferee shall have the right to enter into an amendment of this Agreement that jeopardizes or impairs the rights or increases the obligations of the Developer with respect to the balance of the Property, without Developer’s written consent. Notwithstanding any Transfer, the transferring Property Owner shall continue to be jointly and severally liable to City, together with the successor Property Owner, to perform all of the transferred obligations set forth in or arising under this Agreement unless the transferring Property Owner is given a release in writing by City, which release shall be only with respect to the portion of the Property so Transferred in the event of a partial Transfer. City shall provide such a release upon the transferring Property Owner’s full satisfaction of all of the following conditions: (i) the transferring Property Owner no longer has a legal or equitable interest in the portion of the Property so Transferred other than as a beneficiary under a deed of trust; (ii) the transferring Property Owner is not then in Default under this Agreement and no condition exists that with the passage of time or the giving of notice, or both, would constitute a Default hereunder; (iii) the transferring Property Owner has provided City with the notice and the fully executed written and recordable assignment 87 19 and assumption agreement required as set forth in the first paragraph of this Section 11; and (iv) the successor Property Owner either (A) provides City with substitute security equivalent to any security previously provided by the transferring Property Owner to City to secure performance of the successor Property Owner’s obligations hereunder with respect to the Property or the portion of the Property so Transferred or (B) if the transferred obligation in question is not a secured obligation, the successor Property Owner either provides security reasonably satisfactory to City or otherwise demonstrates to City’s reasonable satisfaction that the successor Property Owner has the financial resources or commitments available to perform the transferred obligation at the time and in the manner required under this Agreement and the Development Regulations for the Project. Any determination by the City in regards to the second paragraph of Section 11 subpart (iv) (A) and/or (B) shall be documented in writing. 12. Mortgagee Rights. 12.1 Encumbrances on Property. The Parties agree that this Agreement shall not prevent or limit Property Owner in any manner from encumbering the Property, any part of the Property, or any improvements on the Property with any Mortgage securing financing with respect to the construction, development, use, or operation of the Project. 12.2 Mortgagee Protection. This Agreement shall be superior and senior to the lien of any Mortgage. Nevertheless, no breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. Any acquisition or acceptance of title or any right or interest in the Property or part of the Property by a Mortgagee (whether due to foreclosure, trustee’s sale, deed in lieu of foreclosure, lease termination, or otherwise) shall be subject to all of the terms and conditions of this Agreement. Any Mortgagee who takes title to the Property or any part of the Property shall be entitled to the benefits arising under this Agreement. 12.3 Mortgagee Not Obligated. Notwithstanding the provisions of this Section 12.3, a Mortgagee will not have any obligation or duty under the terms of this Agreement to perform the obligations of Property Owner or other affirmative covenants of Property Owner, or to guarantee this performance except that: (i) the Mortgagee shall have no right to develop the Project under the Development Regulations without fully complying with the terms of this Agreement; and (ii) to the extent that any covenant to be performed by Property Owner is a condition to the performance of a covenant by City, that performance shall continue to be a condition precedent to City’s performance. 12.4 Notice of Default to Mortgagee; Right of Mortgagee to Cure. Each Mortgagee shall, upon written request to City, be entitled to receive written notice from City of: (i) the results of the periodic review of compliance specified in Article 7 of this Agreement, and (ii) any default by Property Owner of its obligations set forth in this Agreement. Each Mortgagee shall have a further right, but not an obligation, to cure the Default within ten (10) days after receiving a Notice of Default with respect to a monetary Default and within 88 20 thirty (30) days after receiving a Notice of Default with respect to a non-monetary Default. If the Mortgagee can only remedy or cure a non-monetary Default by obtaining possession of the Property, then the Mortgagee shall have the right to seek to obtain possession with diligence and continuity through a receiver or otherwise, and to remedy or cure the non-monetary Default within thirty (30) days after obtaining possession and, except in case of emergency or to protect the public health or safety, City may not exercise any of its judicial remedies set forth in this Agreement to terminate or substantially alter the rights of the Mortgagee until expiration of the thirty (30)-day period. In the case of a non-monetary Default that cannot with diligence be remedied or cured within thirty (30) days, the Mortgagee shall have additional time as is reasonably necessary to remedy or cure the Default, provided the Mortgagee promptly commences to cure the non- monetary Default within thirty (30) days and diligently prosecutes the cure to completion. 89 21 13. Bankruptcy. The obligations of this Agreement shall not be dischargeable in bankruptcy. 14. Miscellaneous Terms. 14.1 Reserved. 14.2 Notices. Any notice or demand that shall be required or permitted by law or any provision of this Agreement shall be in writing. If the notice or demand will be served upon a Party, it either shall be personally delivered to the Party; deposited by a reliable courier service that provides a receipt showing date and time of delivery with courier charges prepaid. The notice or demand shall be addressed as follows: TO CITY: City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 Attn: City Manager With a copy to: City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 Attn: City Attorney TO PROPERTY OWNER: Golf Realty Fund One Upper Newport Plaza Newport Beach, California 92660 Attn: Robert O’Hill With a copy to: Either Party may change the address stated in this Section 13.1 by delivering notice to the other Party in the manner provided in this Section 13.1, and thereafter notices to such Party shall be addressed and submitted to the new address. Notices delivered in accordance with this Agreement shall be deemed to be delivered upon the earlier of: (i) the date received or (iii) three business days after deposit in the mail as provided above. 14.3 Project as a Private Undertaking. Any future Development of the Project is a private undertaking. Neither Party will be acting as the agent of the other in any respect, and each Party will be an independent contracting entity with respect to the terms, covenants, and conditions set forth in this Agreement. This Agreement forms no partnership, joint venture, or other association of any kind. The only relationship between the Parties is that of a government entity regulating the Development of private property by the owner or user of the Property. 90 22 14.4 Cooperation. Each Party shall cooperate with and provide reasonable assistance to the other Party to the extent consistent with and necessary to implement this Agreement. Upon the request of a Party at any time, the other Party shall promptly execute, with acknowledgement or affidavit if reasonably required, and file or record the required instruments and writings and take any actions as may be reasonably necessary to implement this Agreement or to evidence or consummate the transactions contemplated by this Agreement. 14.5 Estoppel Certificates. At any time, either Party may deliver written notice to the other Party requesting that that Party certify in writing that, to the best of its knowledge: (i) this Agreement is in full force and effect and is binding on the Party; (ii) this Agreement has not been amended or modified either orally or in writing or, if this Agreement has been amended, the Party providing the certification shall identify the amendments or modifications; and (iii) the requesting Party is not in Default in the performance of its obligations under this Agreement and no event or situation has occurred that with the passage of time or the giving of Notice or both would constitute a Default or, if such is not the case, then the other Party shall describe the nature and amount of the actual or prospective Default. The Party requested to furnish an estoppel certificate shall execute and return the certificate within thirty (30) days following receipt. Requests for the City to furnish an estoppel certificate shall include reimbursement for all administrative costs incurred by the City including reasonable attorney’s fees incurred by the City in furnishing an estoppels certificate. 14.6 Rules of Construction. The singular includes the plural; the masculine and neuter include the feminine; “shall” is mandatory; and “may” is permissive. 14.7 Time Is of the Essence. Time is of the essence regarding each provision of this Agreement as to which time is an element. 14.8 Waiver. The failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, and failure by a Party to exercise its rights upon a Default by the other Party, shall not constitute a waiver of that Party’s right to demand strict compliance by the other Party in the future. 14.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be identical and may be introduced in evidence or used for any other purpose without any other counterpart, but all of which shall together constitute one (1) and the same agreement. 91 23 14.10 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter addressed in this Agreement. 14.11 Severability. The Parties intend that each and every obligation of the Parties is interdependent and interrelated with the other, and if any provision of this Agreement or the application of the provision to any Party or circumstances shall be held invalid or unenforceable to any extent, it is the intention of the Parties that the remainder of this Agreement or the application of the provision to persons or circumstances shall be rendered invalid or unenforceable. The Parties intend that neither Party shall receive any of the benefits of the Agreement without the full performance by such Party of all of its obligations provided for under this Agreement. Without limiting the generality of the foregoing, the Parties intend that Property Owner shall not receive any of the benefits of this Agreement if any of Property Owner’s obligations are rendered void or unenforceable as the result of any third party litigation, and City shall be free to exercise its legislative discretion to amend or repeal the Development Regulations applicable to the Property and Property Owner shall cooperate as required, despite this Agreement, should third party litigation result in the nonperformance of Property Owner’s obligations under this Agreement. The provisions of this Section 14.11 shall apply regardless of whether the Effective Date occurs and after the Termination Date. 14.12 Construction. This Agreement has been drafted after negotiation and revision. Both City and Property Owner are sophisticated parties who were represented by independent counsel throughout the negotiations or City and Property Owner had the opportunity to be so represented and voluntarily chose to not be so represented. City and Property Owner each agree and acknowledge that the terms of this Agreement are fair and reasonable, taking into account their respective purposes, terms, and conditions. This Agreement shall therefore be construed as a whole consistent with its fair meaning and applicable principle or presumptions of contract construction or interpretation, if any, shall be used to construe the whole or any part of this Agreement in favor of or against either Party. 14.13 Successors and Assigns; Constructive Notice and Acceptance. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to Development of the Property: (i) is for the benefit of and is a burden upon every portion of the Property; (ii) runs with the Property and each portion thereof; and (iii) is binding upon each Party and each successor in interest during its ownership of the Property or any portion thereof. Every person or entity who now or later owns or acquires any right, title, or interest in any part of the Project or the Property is and shall be conclusively deemed to have consented and agreed to every provision of this Agreement. This Section 14.13 applies regardless of whether the instrument by which such person 92 24 or entity acquires the interest refers to or acknowledges this Agreement and regardless of whether such person or entity has expressly entered into an assignment and assumption agreement as provided for in Section 11. 14.14 No Third Party Beneficiaries. The only Parties to this Agreement are City and Property Owner. This Agreement does not involve any third party beneficiaries, and it is not intended and shall not be construed to benefit or be enforceable by any other person or entity. 14.15 Applicable Law and Venue. This Agreement shall be construed and enforced consistent with the internal laws of the State of California, without regard to conflicts of law principles. Any action at law or in equity arising under this Agreement or brought by any Party for the purpose of enforcing, construing, or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or the United States District Court for the Central District of California. The Parties waive all provisions of law providing for the removal or change of venue to any other court. 14.16 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect construction or interpretation of this Agreement. 14.17 Incorporation of Recitals and Exhibits. All of the Recitals are incorporated into this Agreement by this reference. Exhibits A and B are attached to this Agreement and incorporated by this reference as follows: EXHIBIT DESIGNATION DESCRIPTION A Legal Description of Property B Depiction of the Property 14.18 Recordation. The City Clerk of City shall record this Agreement and any amendment, modification, or cancellation of this Agreement in the Office of the County Recorder of the County of Orange within the period required by California Government Code section 65868.5 and City of Newport Beach Municipal Code section 15.45.090. The date of recordation of this Agreement shall not modify or amend the Effective Date or the Termination Date. 93 25 SIGNATURE PAGE TO DEVELOPMENT AGREEMENT “PROPERTY OWNER” GOLF REALTY FUND, a California limited partnership By: O Hill Capital, a California limited partnership Its General Partner By: Robert O Hill, General Partner “CITY” CITY OF NEWPORT BEACH By: Its: Mayor ATTEST: Leilani I. Brown City Clerk APPROVED AS TO FORM: Aaron C. Harp, City Attorney 94 -26- STATE OF CALIFORNIA COUNTY OF ORANGE On _____________________, before me, the undersigned, a Notary Public in and for said State, personally appeared _____________________ and _____________________, personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signature on the instrument the persons, or the entity upon behalf of which the persons 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, the undersigned, a Notary Public in and for said State, personally appeared _____________________ and _____________________, personally known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities and that by their signature on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. Witness my hand and official seal. Notary Public in and for said County and State 95 A10-00773 v4 01.06.11 FINAL 1 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY The 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. 96 A10-00773 v4 01.06.11 FINAL i EXHIBIT B DEPICTION OF PROPERTY Tennis and Pickleball Club Residential Hotel 97 INTENTIONALLY BLANK PAGE98 Attachment No. PC 2 Project Description 99 INTENTIONALLY BLANK PAGE100 NBCC Tennis Property Pickleball Courts 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 currently used as a Tennis & Pickleball Club and is improved with a 1,100 square foot clubhouse, a 500 square foot office, sixteen (16) tennis courts, and thirty-one (31) pickleball courts. 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, 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. Proposed Amendment Project: •Decrease the number of approved tennis courts by three (3) for a total of four (4) approved tennis courts, and include fourteen (14) existing pickleball 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 Page 1 101 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 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. Impacts: There are currently noise impacts from the existing pickleball courts, of which 14 will be preserved in the Proposed Amended Project. We will mitigate those impacts by installing sound buffer screens, made by Anderson Special Industries, on the fences that line the outside perimeter of the courts. The pickleball courts will also be on the interior of the property, with the tennis courts, which produce less noise than pickleball courts, on the perimeter nearest to the Granville residences. Based on the fact there will be fewer pickleball courts, in conjunction with our proposed mitigation efforts, it is expected that the noise impacts at project completion will be less than they are today. The Fiscal and Economic Impact Study, completed by Kosmont in August 2022, indicated that the approved entitlements will have a total economic impact of $26,315,091 annually for the City of Newport Beach and support 179 jobs. This also results in $1,267,200 in annual tax revenue for the City of Newport Beach. 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. Page 2 102 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, 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 & Pickleball Club, Grand Slam, as the operating Tenant. There will be no physical change to the 26 existing pickleball courts to be legally approved by this entitlement. Grand Slam will keep the 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. Page 3 103 The Bungalows/Lofts Approved v Plan B Summary Approved Sqft Tennis Clubhouse 3,725 3,725 - Tennis Courts - 3 Tennis Courts 7 Courts 4 Courts - Pickleball Courts +14 Pickleball Courts N/A 14 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 5,8434,5094,683 N/AN/A No change 19,184 -3 Courts Sub-Area Modification Net Sqft Change No change No change No change +14 Courts 19,940 New Sqft 852 633 2,620 581 (3,930) - Ancillary to Hotel + Spa/Fitness Center No change 104 Table: Project Parking Demand Summary Land Use Size Parking Rate1 Parking Required Parking Provided Surplus (Deficit) Tennis & Pickleball Club (4 Tennis & 14 Pickleball) 18 courts 4 spaces per court 72 72 0 Bungalow 41 units 1 space per unit 41 19 0 Bungalow Loft 1 space per unit 11 Fairway Loft 1 space per unit 11 Condominium 3 du 4 spaces per du 12 12 0 Single Family Detached Homes (The Villas) 2 du 3 spaces per du 6 6 0 Total 131 131 0 1 Parking rates referenced from the Newport Beach Country Club Planned Community District Plan Development Standards 105 INTENTIONALLY BLANK PAGE106 Attachment No. PC 3 LSA’s Traffic & Parking Analysis Update 107 INTENTIONALLY BLANK PAGE108   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: January 18, 2023  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 of Newport Beach (City) approved land use entitlements for the redevelopment of  the Newport Beach Tennis Club site that consisted of 7 tennis courts, a 3,725‐square‐foot (sf) tennis  clubhouse, and a 27‐unit boutique hotel with a 2,200 sf concierge and 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 (Attachment A).  The Tennis Club site is presently improved with 31 pickleball courts, 16 tennis courts, a 1,100 sf  tennis clubhouse, a 500 sf office, and 125 surface parking spaces. Before that, the previous court  layout for the Tennis Club site was 24 tennis courts and no pickleball courts. The clubhouse, office,  and number of parking spaces have not changed.  The proposed project (Project), an amendment to the Approved Project, includes the addition of 14  hotel units (referred to as bungalows/bungalow lofts/fairway lofts) and keeping 18 of the existing  courts (both pickleball and tennis courts). Upon completion, the Project will include a new 3,725 sf  tennis clubhouse, 4 tennis courts, 14 pickleball courts, a 41‐unit boutique hotel with 14,386 sf of  ancillary uses that consist of 2,200 sf concierge and guest center, 7,500 sf spa and fitness center, and  4,686 sf of performance therapy, office, and yoga pavilion, 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  The Project includes 18 courts (4 tennis and 14 pickleball), 41 bungalows/bungalow lofts/fairway  lofts (boutique hotel), 14,386 sf of concierge, performance therapy, yoga pavilion and  spa/fitness/office use (ancillary to the hotel), 3 condominiums (attached), and 2 single‐family  (detached) lots. Table A presents the Project trip generation summary compared to the previous  court layout, including 24 total courts.  109 &9)*#*5 /#$$ 1MBOOFE$PNNVOJUZ (0-'-0'54 0' 07&3"--4*5&1-"/07&3"--4*5&1-"/07&3"--4*5&1-"/07&3"--4*5&1-"/ o5)&5&//*4$-6#4VC"SFB OFXTUBEJVNDPVSU 5FOOJT$MVCIPVTF o5)&7*--"44VC"SFB  o5)&#6/("-0844VC"SFB  o5)&(0-'$-6#4VC"SFB #VJMEJOH"SFB4VNNBSSZ#VJMEJOH"SFB4VNNBSSZ#VJMEJOH"SFB4VNNBSSZ#VJMEJOH"SFB4VNNBSSZ 5FOOJT$MVC  4' #VOHBMPXT  4' $PODJFSHF#VJMEJOH  4' 4QB  4' September 1, 2021THE BUNGALOWS & LOFTS 13 HOTEL UNITS + 1 CONDO 2 SINGLE FAMILY HOMES 1 HOTEL UNIT 18 HOTEL UNITS TENNIS CLUBHOUSE SPA / FITNESS CENTER 9 HOTEL UNITS + 2 CONDOS Nov. 15, 2022MASTER SITE PLAN 14 TOTAL PICKLE BALL COURTS 2 NEW STADIUM PICKLE BALL COURTS 1 2 3 4 4 TOTAL TENNIS BALL COURTS 4 TENNIS BALL COURTS 14 PICKLE BALL COURTS 11 12 13 14 3 4 5 6 7 8 9 10 1 2 REFRESHMENT SOURCE: Stearns Architecture FEET 3001500 FIGURE 1 I:\NBC2101\G\Site_Plan.ai (12/28/2022) Site Plan Newport Beach Country Club 110 1/18/23 «P:\NBC2101.01\Doc\Traffic‐Parking Summary Memo 2023.2.docx»  3 Table A: Proposed Project Trip Generation Summary (Previous Court Layout)   Land Use Size Unit ADT AM Peak Hour PM Peak Hour  In Out Total In Out Total  Trip Rates1  Racquet/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  DU 9.43 0.18 0.52 0.70 0.59 0.35 0.94  Trip Generation (Existing Approved)  Racquet/Tennis Club 24 Court 665 16 16 32 46 46 92  New Project Trip Generation  Tennis & Pickleball Court 18 Court 499 12 12 24 34 34 68  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   868 23 22 45 48 48 96  Net Trip Generation (New Project – Existing [Approved]) 203 7 6 13 2 2 4  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, the Project would generate 203 additional daily trips, 13 additional trips in the  a.m. peak hour, and 4 additional trips in the p.m. peak hour compared to the previous court layout  (24 courts).    A comparison has also been made between the Project and the tennis and pickleball court layout  currently provided on site. The existing facility includes 31 pickleball and 16 tennis courts on site.  Compared to the actual 47 courts on the ground today as shown on Table B, the Project would  generate 434 fewer daily trips, 17 fewer trips in the a.m. peak hour and 84 fewer trips in the p.m.  peak hour.  Based on the City of Newport Beach Traffic Phasing Ordinance, any project that generates no more  than 300 net daily trips is not required to prepare a traffic impact analysis. The project will generate  203 net daily trips compared to the existing (approved) uses and 434 fewer trips compared to the  existing (ground) conditions.   111 1/18/23 «P:\NBC2101.01\Doc\Traffic‐Parking Summary Memo 2023.2.docx»  4 Table B: Proposed Project Trip Generation Summary (Existing Court Layout)   Land Use Size Unit ADT AM Peak Hour PM Peak Hour  In Out Total In Out Total  Trip Rates1  Racquet/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  DU 9.43 0.18 0.52 0.70 0.59 0.35 0.94  Trip Generation (Existing Ground)  Racquet/Tennis Club 47 Court 1,302 31 31 62 90 90 180  New Project Trip Generation  Tennis & Pickleball Court 18 Court 499 12 12 24 34 34 68  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   868 23 22 45 48 48 96  Net Trip Generation (New Project – Existing [Ground]) (434) (8) (9) (17) (42) (42) (84)  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   In addition, an intersection should be analyzed in a traffic impact analysis if project trips increase  traffic on any legs of any City’s primary intersections by 1 percent or more during any peak hours 1  year after the project completion. Pacific Coast Highway/Newport Coast Drive is a primary  intersection for the City and is adjacent to the Project site. Given the anticipated future volumes at  any legs of this intersection, the addition of 13 trips in the a.m. peak hour and 4 trips in the p.m.  peak hour compared to the previous court layout (24 courts) is not expected to increase the traffic  at any legs of this intersection or any City primary intersections by 1 percent or more 1 year after  project completion. Compared to the existing court layout (47 courts), the project would generate  less traffic. As such, a traffic impact analysis should not be required.  PARKING  Based on the 2009 Traffic Study, the Approved Project required 97 parking spaces, using the parking  rates outlined in the Newport Beach Country Club Planned Community District Plan (PCD Plan). The  Approved Project provided 113 parking spaces on site. As such, there was a surplus of 16 parking  spaces on site, based on the Approved Project.  The new Project would result in 131 required parking spaces. Table C presents a summary of the  parking requirement for each use. As shown in Table C, 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.   112 1/18/23 «P:\NBC2101.01\Doc\Traffic‐Parking Summary Memo 2023.2.docx»  5 Table C: Proposed Project Parking Demand Summary  Land Use Size Parking Rate1  Parking  Required  Parking  Provided  Surplus  (Deficit)  Tennis & Pickleball Club (4 Tennis and  14 Pickleball) 18 courts 4 spaces per court 72 72 0  Bungalow  41 units  1 space per unit  41  19  0 Bungalow Loft 1 space per unit 11  Fairway Loft 1 space per unit 11  Condominium 3 DUs 4 spaces per DU 12 12 0  Single‐Family Detached Homes (The Villas) 2 DUs 3 spaces per DU 6 6 0  Total 131 131 0  1  Parking rates referenced from the Newport Beach Country Club Planned Community District Plan Development Standards.  DU = dwelling unit    Shared Parking  The Tennis Club has a shared parking agreement with the adjacent Corporate West Office complex.  The Tennis Club has the use of 30 additional parking spaces on weekdays and 554 spaces on  weekends and holidays (when the office buildings are not used). This agreement increases the total  parking supply to 161 spaces on weekdays and 685 spaces on weekends.  Parking Survey Data  Attendance data were collected at the Tennis Club on Monday, October 17, 2022; Wednesday,  October 19, 2022; and Sunday, October 16, 2022.  Counts Unlimited, an independent data collection  company, identified the number of people that arrived at the facility, and which court (tennis or  pickleball) players used. Counts were collected in 15‐minute increments between 9:00 a.m. and 7:00  p.m. weekdays and 8:00 a.m. and 12:00 p.m. on weekends (Sunday). The count data are provided in  Attachment B.  Based on the 3 days surveyed, the peak 1‐hour period occurred on Monday, October 17 between  9:00 a.m. and 10:00 a.m. During this time period, a total of 94 players were on site (21 tennis and 73  pickleball). To present a conservative analysis, if each person parked a vehicle (with no carpools),  there would be a peak parking demand of 94 spaces for the 47 total courts provided on site today.  The Project will provide 18 total courts (or 29 fewer than existing). Based on the survey data, it is  reasonable to assume that 72 parking spaces (required per Code and provided on site for 18 courts)  will accommodate the peak parking demand of the 4 tennis and 14 pickleball courts.   CONCLUSIONS  The Newport Beach Country Club proposes a change to the land uses analyzed and approved in  2012. As a result, the conclusions of the 2009 Traffic Study will remain. The Project would only  generate 203 additional daily trips, 13 additional trips in the a.m. peak hour, and 4 additional trips in  the p.m. peak hour compared to the approved uses. Compared to the existing tennis and pickleball  court layout, the Project would generate fewer daily and peak hour trips. The addition of Project  trips in the peak hours (compared to the approved uses) is not expected to increase the traffic at  113 1/18/23 «P:\NBC2101.01\Doc\Traffic‐Parking Summary Memo 2023.2.docx»  6 any legs of the City’s primary intersections by 1 percent or more 1 year after the project completion.  As such, the Project is not anticipated to result in any operational or level of service deficiencies with  the proposed changes. Furthermore, the Project would continue to meet the parking requirements  outlined in the PCD Plan. A shared parking agreement with the adjacent office will augment the  parking supply on site.  If you have any questions, please contact me at (949) 553‐0666.  Attachments: A – Newport Beach Country Club Clubhouse/Tennis Improvement Project Traffic  Study (2009)  B – Parking Survey Data 114 TRAFFIC AND PARKING ANALYSIS UPDATE  JANUARY 2023  NEWPORT BEACH COUNTRY CLUB NEWPORT BEACH, CALIFORNIA   P:\NBC2101.01\Doc\Traffic‐Parking Summary Memo 2023.2.docx (01/18/23)  ATTACHMENT A    NEWPORT BEACH COUNTRY CLUB CLUBHOUSE/TENNIS IMPROVEMENT  PROJECT TRAFFIC STUDY (2009)     115 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 116 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.200 117 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 118 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 119 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 120 121 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 122 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 123 NOTTOSCALEFIGURE2PROPOSEDCIRCULATIONMODIFICATIONS1A-IKimley—‘r;andAssociates,incj--iiiIJC,0flLENAA:A11,7OL-¶24onK:\cO\2SAC’K).\K..pta.KKeI,ya\NBCC-o’NI\2dS..&Itd-l124 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 125 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 126 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 127 TRAFFIC AND PARKING ANALYSIS UPDATE  JANUARY 2023  NEWPORT BEACH COUNTRY CLUB NEWPORT BEACH, CALIFORNIA   P:\NBC2101.01\Doc\Traffic‐Parking Summary Memo 2023.2.docx (01/18/23)  ATTACHMENT B    PARKING SURVEY DATA  128 Newport BeachNewport Beach Country Club SurveyOne Clubhouse Dr, Newport Beach, CA 92660Sunday, October 16th, 20228:00 AM 8:15 AM 8:30 AM 8:45 AM 9:00 AM 9:15 AM 9:30 AM 9:45 AM 10:00 AM 10:15 AM 10:30 AM 10:45 AM 11:00 AM 11:15 AM 11:30 AM 11:45 AMTennis 2116923221214122Pickleball22411711512328237321Total 4351716138344302411443Monday, October 17th, 20229:00 AM 9:15 AM 9:30 AM 9:45 AM10:00 AM 10:15 AM 10:30 AM 10:45 AM 11:00 AM 11:15 AM 11:30 AM 11:45 AMTennis 891320121126Pickleball2240566101012011Total 30496981011331374:00 PM 4:15 PM 4:30 PM 4:45 PM 5:00 PM 5:15 PM 5:30 PM 5:45 PM 6:00 PM 6:15 PM 6:30 PM 6:45 PMTennis 202010110000Pickleball5920231310483021Total 7922231410593021Wednesday, October 19th, 20229:00 AM 9:15 AM 9:30 AM 9:45 AM10:00 AM 10:15 AM 10:30 AM 10:45 AM 11:00 AM 11:15 AM 11:30 AM 11:45 AMTennis 110501021127Pickleball20355844256411Total 2136513452775384:00 PM 4:15 PM 4:30 PM 4:45 PM 5:00 PM 5:15 PM 5:30 PM 5:45 PM 6:00 PM 6:15 PM 6:30 PM 6:45 PMTennis 221001010000Pickleball6111724961146831Total 8131824971156831Vehicle ArrivalsVehicle ArrivalsVehicle ArrivalsVehicle ArrivalsVehicle ArrivalsCounts Unlimited, Inc.PO Box 1178Corona, CA 92878951-268-6268129 INTENTIONALLY BLANK PAGE130 Attachment No. PC 4 MurowDC’s Construction Management Plan 131 INTENTIONALLY BLANK PAGE132 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 133 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. 134 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 135 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 136 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. 137 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”. 138 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. 139 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. 140 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. 141 INTENTIONALLY BLANK PAGE142 Attachment No. PC 5 Fiscal and Economic Impacts Analysis 143 INTENTIONALLY BLANK PAGE144 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 145 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. 146 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 ............................................................................................ 17 147 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 148 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. 149 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 NBCCPlanned 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 150 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 $81,623,866 151 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 $26,315,091 152 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 153 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. 154 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 155 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. 156 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%$187,000 157 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 $20,570 158 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 $963,750 159 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 $1,267,200 160 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. 161 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 $26,315,091 162 Attachment No. PC 6 Project Plans 163 INTENTIONALLY BLANK PAGE164 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 13 HOTEL UNITS + 1 CONDO 2 SINGLE FAMILY HOMES 1 HOTEL UNIT 18 HOTEL UNITS TENNIS CLUBHOUSE SPA / FITNESS CENTER 9 HOTEL UNITS + 2 CONDOS Nov. 15, 2022MASTER SITE PLAN 14 TOTAL PICKLE BALL COURTS 2 NEW STADIUM PICKLE BALL COURTS 1 2 3 4 4 TOTAL TENNIS BALL COURTS 4 TENNIS BALL COURTS 14 PICKLE BALL COURTS 11 12 13 14 3 4 5 6 7 8 9 10 1 2 REFRESHMENT 165 6,1*/()$0,/<+20(9LOOD$ 6,1*/()$0,/<+20(9LOOD% +27(/81,76&21'2)DLUZD\/RIWV +27(/81,70D\DFDPD%XQJDORZ +27(/81,75DQFKR9DOHQFLD%XQJDORZ &21&,(5*( 1(:67$',803,&./(%$//&28576 7(11,6&/8%+286( 63$),71(66&(17(5      WHQQLVFRXUW WHQQLVFRXUW WHQQLVFRXUW WHQQLVFRXUW QHZSLFNOHEDOO FRXUWV 7(11,6&28576 3$5.,1*/2767$//6 3$5.,1*/2767$//6 322/$5($ *2/)&/8%+286( (;,7,1*2))6,7( VHWEDFNWR3/   VHWEDFNWR3/  S S S S S S S S YDOHWJROIFDUWVWDOO S S RQHZ D\RQ HZD\  S S S S S EHWZHHQXQLWV  EHW ZHHQXQLWV EHWZ HHQXQLWV JROIFDUWJDUDJH S S S S SS S S S S EXLOGL QJVHWEDFNWR3 / EHWZHHQXQLWV   EX LOGLQJ VHW EDFNWR3/ EHW ZH HQ XQLWVXQLWVEXLOGLQJVHWEDFNWR3/  S S WXUQDURXQGVSDFH ZRRGWUHOOLVDERYH ZKHUHVKRZQ  [ SDUNLQJVWDOOW\S  RYHUKDQJZKHUHRFFXUV S S S S S S S S JROIFDUWJDUDJH VH WEDF NWR3 / S S S S S        S S S S S S S  S S S S S S S H[LVWLQJWUDFWPDSERXQGU\ H[LVWLQJWUDFWPDSERXQGU\ EXLOGLQJVHWEDFNWR3/  EXLOGLQJVHWEDFNWR3/  EXLOGLQJVHWEDFNWR3/ EHWZ HHQXQLWV            S S S S S S S S S S S SS S S VHWEDFNWR3/  ZDON JROIFDUWVWDOO EHWZHHQXQLWV EHWZHHQXQLWV  EHWZHHQXQLWV EHWZHHQXQLWV EXLOGL QJVHWEDF NWR3/ EXLOGLQJVHWEDFNWR3/ EOGJVHWEDFN VHWEDFNWR3/    ZDON   S EOGJVHWEDFN  EOGJVHWEDFN EOGJ VHWEDFN  EOGJVHWEDFN  $$6+72%DVLF'HVLJQ9HKLFOH5  EOGJVHWEDFN EOGJVHWEDFN  VHWEDFNWRWUDFWERXQGU\ EOGJVHWEDFN  EOGJVHWEDFN   VHWEDFN#RYHUKDQJS SS S S S S S S S S S S S S S S S S S VHWEDFNWRWUDFWERXQGU\  VHWEDFNWRWUDFWERXQGU\   EXL OGLQJVHWEDFNWR3/ VHW EDFNWR3/ EXLOGLQJVHWEDFNWR3/  MDFX]]L ZDGLQJSRRO S SS VHWEDFNWR3/  ZDON  ZDON    VHWEDFNWR3/ S S V HWEDF NWR 3 / EHWZHHQXQLWV EOGJ VHWEDFNVHWEDFNWR3/ VHWEDFNWR3/ VHWEDFNWR3/   EHWZHHQ  XQLWV ZRRGWUHOOLVDERYH ZKHUHVKRZQ VHWEDFNWR3/   VHWEDFNWR3/   EHWZHHQXQLWV   EHWZHHQXQLWV  VHWEDFN EXLOGLQJVHWEDFN  SRROVSDHTXLSWUDVKHQFORVXUH FHQWUDOSODQW WXUQDURXQGVSDFHVHWEDFN    EHWZHHQXQLWV   EHWZHHQEOGJV  EHWZH HQ EOGJVSS S S S S S S S S S S S S S S S S S S S VHWEDFNWR3/  SS S S S S S S S S S S S S S S S SS S S S S S S S S S EHWZHHQXQLWV   EXLO GLQJVHW EDFNWR3/ EHWZHHQ         ZDON    VHW EDFN EHWZHHQ XQLWVEH WZHHQ XQLWVS S S S S S VHWEDFNWR3/   VHWEDFNWR3/   VHWEDFNWR3/   S S ]HURFXUE#ORDGLQJDUHD S S S S S S S SS S S S  [ SDUNLQJVWDOOW\S   RYHUKDQJ   S S S VHWEDFNWR3/ EHWZHHQXQLWV QHZSLFNOHEDOOFRXUWV QHZSLFNOHEDOOFRXUWV              S S S  ZDON    PL Q      ZDO N  ZDO N ZDON     W\S                  ZDON  W\S FOUW\S  ZDO N    ZDON    W\S  ZDON   EXLOGLQJVHWEDFNWR3/    ZDON       PLQ               VHWEDFN           W\S     ZDON    ZDON                           W\S     ZDON  VHWEDFN   ZDO N ZDON   +27(/81,7&DVD3DOPHUR%XQJDORZ +27(/81,7 5DQFKR9DOHQFLD%XQJDORZ +27(/81,7&DVD3DOPHUR%XQJDORZ +27(/81,76&21'26 %XQJDORZ/RIWV +27(/81,75DQFKR9DOHQFLD%XQJDORZ +27(/81,75DQFKR9DOHQFLD %XQJDORZ +27(/81,75DQFKR9DOHQFLD %XQJDORZ +27(/81,7%DOERD%XQJDORZ +27(/81,76/DJXQD0RQWHUH\ 6RO<0DU%XQJDORZV +27(/81,7'HO0DU%XQJDORZ +27(/81,7'HO0DU%XQJDORZ +27(/81,72MDL%XQJDORZ +27(/81,75DQFKR9DOHQFLD%XQJDORZ +27(/81,75DQFKR9DOHQFLD%XQJDORZ +27(/81,7 5DQFKR9DOHQFLD%XQJDORZ +27(/81,7/D-ROOD %XQJDORZ S 2:1(5 &855(176+((7,668('$7( 1%&& 3ODQQHG &RPPXQLW\ &OXEKRXVH'ULYH 1HZSRUW%HDFK&$ 0DVWHU 6LWH3ODQ $6  1%&&/, 2QH8SSHU1HZSRUW %HDFK3OD]D 1HZSRUW%HDFK&$    0DVWHU6LWH3ODQ &ORXGHG5HYLVLRQV 1XPEHU 'DWH 'HVFULSWLRQ 166 167 (#!"!.$"  $)!*#)( $#$   $)!*#)    #,()*"% !!!$*')( )##( !*$*((% )#((#)'  @4;;7?2<A>@ @4;;7?2<A>@ @4;;7?2<A>@ @4;;7?2<A>@ ;4C=729:410::2<A>@? 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(/(F ( *')#&*!)#$#$)((F ()#' %(J ,-J)$')J -J ''' $!$'F ()#'%+#F '. !""!).F !(('')%'()" #()!!)$#F $$ #!$$%()#'('$"")#'(*')#(%#%$')',' '$"")(F ()#''((  J '$"")#)' HJ $,#'$")$%$%#! ,)F !( "#($#(F G G # #) #((F  '''#().F ! 168 169 170 171 172 173 Mira Mesa Shopping Center - West, LLC 8294 Mira Mesa Blvd. San Diego, California 92126 Office (858) 271-4682 Fax (858) 271-5161 March 20, 2023 DELIVERED VIA U.S. MAIL & EMAIL: planningcommissioners@newportbeachca.gov Curtis Ellmore, Chair Newport Beach Planning Commission City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 Re: March 23, 2023, Planning Commission Agenda Objection to Agenda Item No. 2 Project No. PA2021-260 Dear Chair Ellmore and Honorable Planning Commissioners: We write to express our objection to Golf Realty Fund, LP’s (“GRF”) processing of the project that is before you as Agenda Item No. 2 on your March 23rd agenda. We own 50% of the fee interest in the property at 1602 East Coast Highway (“Tennis Property”), where The Tennis and Pickleball Club at Newport Beach is located. Our co-owner GRF owns the other 50% of the Tennis Property; Robert O Hill represents GRF. We along with GRF hold our ownership interests in the Tennis Property as tenants in common. We are engaged in an arbitration with GRF to establish rights of the owners under our private Owners in Common Agreement for the Tennis Property. An issue in the arbitration is whether GRF has the legal authority under our agreement to apply for and process the plans and entitlements for the Tennis Property before the Planning Commission on March 23, 2023, without our consent. GRF believes it can, and we view things differently. That said, we recognize this is a private dispute between private parties, and we are not seeking to involve the City in our dispute. Instead, we simply seek to preserve our legal position through our objection to GRF’s planning application. Also, we feel it is necessary to again state for the record that we have no plans for an apartment or condominium project at the Tennis Property, nor are we seeking, as part of the arbitration, to force Mr. O Hill to go along with an apartment or condominium project. When we attended the City’s Planning Commission hearing on September 8, 2022, we expressed to City staff and commissioners our long-term commitment to pickleball at the Tennis Property. It may not have been so clear to us a year or two ago, but with the pickleball boom and explosion in membership at the tennis and pickleball club (the “Club”) it has been apparent to us for some time now that the Club has developed a passionate community of pickleball members. We want to keep that going and give the Club members the first-class facility they deserve. Back in September, we presented Mr. O Hill with a long-term lease with Mario Marovic to operate the Club in its current form. Mario has a proven track record in Newport Beach and Planning Commission - March 23, 2023 Item No. 2a - Additional Materials Received Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Page 2 of 2 we think he would be a fantastic operator for the Club. The proposed lease with Mario has an initial term of 10 years, with the potential to extend up to 20 years. Mario has committed to significantly upgrade the club’s facilities for its members and to keep the Club focused on pickleball and tennis. We sent this lease to Mr. O Hill but he has not consented to it, and so it is also part of the owners’ arbitration. Our arbitration hearing is set to begin in July, and we hope our ownership issues will be resolved then. Thank you for your consideration of our letter. We appreciate your service to our City. Sincerely, Brett Feuerstein Ryan Chase Brett Feuerstein Ryan Chase as Manager of Representative of Fainbarg III, LP Mesa Shopping Center-East, LLC and Mira Mesa Shopping Center-West, LLC cc: Grace K. Leung, City Manager (gleung@newportbeachca.gov) Seimone Jurjis, Community Development Director (sjurjis@newportbeachca.gov) Robert O Hill, Golf Realty Fund (roh@golfrealtyfund.com) Planning Commission - March 23, 2023 Item No. 2a - Additional Materials Received Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) 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, Senior Planner Date: March 21, 2023 Re: Item No. 2: Tennis and Pickleball Club Revisions ________________________________________________________________ Staff is requesting that the Planning Commission consider the following clarifications and revisions to the staff report: 1.Handwritten Pages 19 and 21: There is a scrivener’s error in the attachment title “Draft Resolution with Findings and Conditions.” Conditions of approval are not included with the current project request, which consists only of legislative approvals and a development agreement. 2.Handwritten Page 41: Staff is requesting to include an additional note under “Additional Information” for the amendment to General Plan Anomaly Table No. 46. This note provides clarification to the development limits in the table. Please see the attached revision. 3.Handwritten Page 52: Staff is requesting to include additional language to Regulation No. 16 (Property Owner Approval) within Section 2.0 (General Conditions and Regulations) of the Planned Community Development Plan amendment. Please see the attached revision. Enc. General Plan Anomaly Table No. 46 Revision Planned Community Development Plan Revision Planning Commission - March 23, 2023 Item No. 2b - Additional Materials Received from Staff Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Anomaly Number Statistical Area Land Use Designation Development Limit (sf) Development Limit (Other) Additional Information 46 L1 MU-H3/PR 3,725 24 Tennis Courts 4 Tennis Courts 14 Pickleball Courts 41 Hotel Rooms* Residential permitted in accordance with MU-H3. 5 residential units permitted *27 rooms converted from 17 tennis courts per Council Resolution 2012-10 and 14 rooms per General Plan Amendment PA2021-260 Planning Commission - March 23, 2023 Item No. 2b - Additional Materials Received from Staff Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Tmplt:-02/05/15 16. Property Owner Approval Written property owner approval shall be required for the submittal of any site development review application. The signature/approval of all property owners, 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 II L.P.; and (4) Robert O Hill as Executive Director of Gold Realty Fund LP is required prior to the issuance of any and/or prior to grading and/or building permit, and prior to the recording of any final tract map. issuance. Planning Commission - March 23, 2023 Item No. 2b - Additional Materials Received from Staff Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) March 23, 2023, Planning Commission Item 2 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. 2. TENNIS AND PICKLEBALL CLUB AT NEWPORT BEACH PROJECT AMENDMENT (PA2021-260) As I commented when the previous iteration of this proposal was heard by the Planning Commission on September 8, 2022, and by the City Council on September 27, I do not believe staff’s analysis of the Charter Section 423 (Greenlight) implications of this potential approval is correct. Specifically, per Section 423 and the implementing Council Policy A-18, the Greenlight analysis is triggered by general plan amendments, not by project or development agreement approvals. Page 2 of the March 21, 2023, staff memo entitled “Item No. 2: Tennis and Pickleball Club Revisions” proposes adding a footnote to General Plan Table LU2 saying “27 rooms converted from 17 tennis courts per Council Resolution 2012-10.” However, Resolution No. 2012-10, approved by the Council as Item 14 on January 24, 2012, was (unlike the competing Item 15 for enlarging the adjacent golf clubhouse at the same meeting) not presented as a General Plan amendment, was not subject to a Charter Section 423 analysis, and, most importantly, did not result in any subsequent Greenlight tracking. It seems disingenuous for staff to suggest that the processing of the current proposal allows the changes to Anomaly 46 that were neither analyzed nor tracked in 2012 to slip through without ever being analyzed or tracked. In other words, everything beyond the 24 tennis courts, 3,725 sf of (non-residential) development and 5 residential units approved for Anomaly 46 by voters in 2006 is something being added to our General Plan for the first time by the present action. As a result, the proposed legislation would alter our current General Plan, not as staff shows in its Table 2 on handwritten page 12 of the staff report, but rather by removing 6 courts and adding 41 hotel rooms to Statistical Area L1, and the Charter Section 423 analysis needs to reflect that. If done that way, I believe the conclusion would be that voter approval of the amendment is required. Additional comments: 1.Even if one accepted (which I do not) staff’s assumption that the General Plan had already been amended to reflect the “2012 project,” it is hard to believe their conclusion in the lower right corner of handwritten page 12 that the new tracking table should show that with 80% of the PM Peak Hour Trips added by the present incremental change plus the prior amendments in the last 10 years being 84.16, the number remaining would be 53.14. Planning Commission - March 23, 2023 Item No. 2c - Additional Materials Received Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) March 23, 2023, PC agenda Item 2 comments - Jim Mosher Page 2 of 2 I believe the number remaining by their logic would be 100 - 84.16 = 15.84. But again, the correct analysis would be to consider the effect of removing 6 courts and adding 41 hotel rooms. 2. In making that analysis, I seem to recall that when the previous proposal was before the City Council one of the concerns expressed by staff and some of the Council members was that since it is a new sport, no one had studied the trip generation or parking requirements of a pickleball court versus a tennis court, so a pause for further evaluation would be needed. It appears that further evaluation has not yet occurred, and the two kinds of courts are being rather arbitrarily treated as if they were the same. 3. I also seem to recall that when the previous proposal was before the City Council, Mr. O Hill assured the pickleball players he had no plan to remove any of the existing pickleball courts. I am not a pickleball player, but going from 31 to 18 seems like a substantial reduction to me. Planning Commission - March 23, 2023 Item No. 2c - Additional Materials Received Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Tennis and Pickleball Club at Newport Beach 1602 East Coast Highway (PA2021-260) Planning Commission Public Hearing March 23, 2023 David Lee, Senior Planner Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) Project Location (Tennis and Pickleball Club) Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) Land Use General Plan Mixed-Use Horizontal / Parks and Recreation (MU-H3/PR) Zoning PC-47 (Newport Beach Country Club) Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) •2012 Project Approval •Reconstruct 3,725 sq. ft. tennis clubhouse •7 tennis courts •27-room boutique hotel w/ ancillary uses •5 detached single-family residences •Includes 10-year development permit (expires in Sept.) •2022 Project Amendment •Add one tennis court (8 total) •Add 14 hotel rooms (41 total) •Additional hotel ancillary uses •Convert 3 single-family residences to attached condos •Approved by PC, CC referred back to PC to include pickleball Project Background 4 Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) Proposed Amendment Use Approved Project Proposed Amendment Tennis Clubhouse (3,725 sq.ft.) 7 Tennis Courts No Change 4 Tennis Courts (-3) 14 Pickleball Courts (+14) 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 - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) Site Plan 4 Tennis Courts Hotel Residential 14 Pickleball Courts Clubhouse Stadium Granville Noise Barrier Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) Approved Proposed 4 Tennis Courts Hotel Residential 14 Pickleball Courts 7 Tennis CourtsResidential Hotel Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) Project Entitlements 8 •General Plan Amendment •Local Coastal Program Amendment •Planned Community Development Plan Amendment •Development Agreement (10 year term) Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) Charter 423 Analysis 9 Unit Floor area Trip rates AM trips PM Trips Tennis and Pickleball Clubhouse N/A N/A N/A Tennis and Pickleball Courts 11 courts N/A 1.67/Court AM 3.88/Court PM 18.37 42.68 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 26.21 51.22 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 49.21 95.22 Vote Required Project + Prior Amendments N/A No N/A No No Analyzed pursuant to Charter Section 423 and Council Policy A-18. No vote of electorate required. Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) CEQA Review •Addendum to 2012 Mitigated Negative Declaration (MND) prepared by Chambers Group •Proposed amendment does not result in new significant impacts or additional mitigation measures 10 Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) Findings 11 •Consistent with General Plan / Coastal Land Use Plan land use designations •Consistent with the intent of PC Text •Consistent with character of 2012-approved project and surrounding neighborhood •No new environmental impacts Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) L1 Tracking Table 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 and Pickleball Club at Newport Beach TBD 14 Hotel Rooms, 4 Tennis Courts, and 14 Pickleball Courts 14,000 0 26.21 51.22 100%Totals 14,000 118 55.21 105.2 80%Totals 11,200 94 44.17 84.16 Remaining Capacity Without Vote 28,800 6 55.83 53.14 15.84 Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) Recommended Action •Conduct a public hearing; •Recommend approval of Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) to the City Council •Tentatively scheduled for May 23rd meeting •Requires approval by Coastal Commission (LCP Amendment) 13 Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) 14 David Lee, Senior Planner 949-644-3225, dlee@newportbeachca.gov Planning Commission Public Hearing March 23, 2023 Planning Commission - March 23, 2023 Item No. 2d - Additional Materials Presented at the Meeting by Staff Tennis and Pickleball Club at Newport Beach (PA2021-260) 3/23/23 NBCC Bungalows & Lofts Plan B Amendment Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Plan B Amendment Planning Staff Spent Hundreds of Hours to Make Findings for Approval Planning Commission gave Unanimous Recommendation for Approval last time for nearly the same project This is the project that Managing Owner of the property wants Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260) Planning Commission - March 23, 2023 Item No. 2e - Additonal Materials Presented at the Meeting Tennis and Pickleball Club at Newport Beach Project Amendment (PA2021-260)