Newport Beach City Council
October 25, 2022

to the school district, pursuant to Section 65995 of the California Government Code, in order to offset the incremental cost impact of expanding school resources to accommodate the increased student enrollment associated with one new residence. With the payment of the mandatory school fees, no significant impacts would occur as a result of project implementation.

Other public facilities? No Impact. Due to the reduction in residential density, no increased demand for other public services is anticipated and there would be no need to construct any new public facilities. No significant impacts are anticipated and no mitigation measures are required.

Mitigation Measures
No significant impacts are anticipated and no mitigation measures are required.

XV. RECREATION
a) Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated?
Less Than Significant Impact. Implementation of the proposed project will result in the construction of only five single-family homes, known as the Villas, 27 short-term hotel units, known as The Bungalows, and a remodeled private Tennis Club, including the Tennis Clubhouse. The Bungalows will be available for use by Tennis Club and Golf Club members, as well as the general public. Although residents of the proposed Villas and visitors of the Bungalows would occasionally visit local and regional parks and beaches, use of those public facilities by the future Villa residents and Bungalow guests would not represent a substantial change in the intensity of usage and the impact would not result in substantial physical deterioration of those park areas. The subject site is located in Service Area 9 (Newport Center), which currently supports 19 acres of existing parkland, which exceeds the 10.9 acres of parkland "needs" based on the City's currently a requirements. Nonetheless, the applicant would be subject to the payment of in -lieu park fees (refer to XV.b) in accordance with Title 19 of the Newport Beach Municipal Code. No significant impacts to recreational facilities are anticipated and no mitigation measures are required.
b) Does the project include recreational facilities or require the construction of or expansion of recreational facilities which might have an adverse physical effect on the environment? No Impact. Development of the site as proposed would not require the construction of new or the expansion of existing recreational facilities in the City of Newport Beach. However, as indicated above, Title 19 (Subdivisions) of the Newport Beach Municipal Code requires the developer to pay a fee for the proposed residential component of the project. This fee will be used to augment recreational facilities in the City. Therefore, no significant impacts are anticipated and no mitigation measures are required.

Mitigation Measures
No significant impacts are anticipated and no mitigation measures are required.

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Paga85
o) Would the project conflict with an applicable plan, ordinance or policy establishing measures of effectiveness for the performance of the circulation system, taking into account all modes of transportation, including mass transit and non -motorized travel and relevant components of the circulation system, including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? Less Than Significant with Mitigation Incorporated. Short-term traffic impacts are those resulting from site preparation (i.e., grading and site preparation) and construction activities. With the exception of heavy trucks traveling to and from the site in the morning and afternoon to be used during site preparation and construction that occurs on -site, no other heavy truck traffic associated with hauling earth materials to or from the site will occur. During the construction phnse, there will be periods oftime when heavy truck traffic would occur that could result in some congestion on East Coast Highway. However, the number of heavy trucks entering and leaving the project area would be limited tothose transporting equipment and materials to the site. Other construction -related traffic impacts are associated with vehicles carrying workers to and from the site and medium and heavy trucks carrying construction materials to the project site, which may result in some minor traffic delays; howevar, potential traffic interference caused by construction vehicles could create a temporary/short-term impact to vehicles using neighboring streets in the morning and afternoon hours. Therahore, aside from potentially minor impacts resulting from the increase in traffic that will occur as a result of construction -related tnaMiu (e.g., construction nnateria|o, construction vvnrkera, atc.), no significant short-term impacts are anticipated to occur as a result nfproject implementation. Nonethe|anu, the construction traffic impacts would be adequately addressed through the implementation of a Construction Staging. Parking and Traffic Control Plan for each phase of construction.

Project implementation would result in a net decrease in vehicular trips. As indicated in Table 13, the proposed project would generate atoto| of 1.183 trips per day, including 80 a.m. peak hour trips and 04 p.m.peak hour trips. These figures are compared to the 1,572 daily trips and 72 a.m. peak hour and 129 p.m. peak hour trips currently generated by the existing golf and tennis facilities. The resulting decrease in daily and peak hour trips vvou|d, thorofnna, not adversely affect any of the operational levels of service ofthe intersections inthe project environs.

As indicated in Table 13, project implementation would result in the elimination of 17 tennis courts, which would be replaced by The Bungalows and five single-family residential dwelling units. As a result, traffic generated by the proposed project would decrease by 389 daily trips; a.m. and p.m. peak hour trips would also decrease by and 35tripu. respectively. Since the proposed Newport Beach Country Club project would generate |oee daily and peak hour traffic than the existing deve|opment, a detailed traffic analysis was not conducted. No significant project -related or cumulative long-term traffic impacts would occur as o result ofthe proposed project and nnmitigation measures are required.

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Table 13
1: VATA ..

Land Use
Unit
Trip Generation Rates
AM Peak Hour
PM Peak Hour
Daily
In
Out
Total
In
Out
Total
Golf Club
Hole

35.74 1.76

0.47 2.23

1.23 1.51

2.74 Tennis Club
Court

38.70 0.66

0.66 1.32

1.68 1.68

3.36 Bungalows
Room

8.17 0.34

0.2 0.56

0.31 0.28

0.59 Residential
DU

9.57 0.19

0.56 0.75

0.64 0.37

1.01 -Single-Family
Land Use
Unit
Trip Generation Estimates
AM Peak Hour PM Peak Hour
Daily In Out Total In Out Total
Existing Development
Golf Club
18 Holes
643
32 8
40 22
27 49
Tennis Club
24 Courts
929
16 16
32 40
40 80
Total — Existing Uses
1,572
48 24
72 62
67 129
Proposed
Development
Golf Club
18 Holes
643
32 8
40 22
27 49
Tennis Clubhouse
7 Courts
271
5 5
10 12
12 24
Bungalows
27 Rooms
221
9 6
15 8
8 16
Residential
5 DU
48 1
3 4
3 2
5 -Single-Family
Total — Proposed Uses
1,183
47 22
69 45
49 94
Net New Trips
-389
-1
-2
-3
-17
-18
-35
'Trip generation rates from Institute of Transportation Engineers (ITE) Trip Generation (81" Edition).

SOURCE: Kimle -Horn Associates, Inc. June 2009)
b) Would the project conflict with an applicable congestion management program, including, but not limited to level of service standard and ravel demand measures, or other standards established by the county congestion management agency for designated roads or highways?
No Impact. As indicated in Table 3 in Section XVI.a, project implementation will result in a net decrease in vehicular trips. Neither the daily nor peak hour trips exceed those required to undertake a CMPAs a result, intersection analysis. Traffic operations in the project area would not be adversely affected by project -related traffic. Therefore, the proposed project would neither result in direct project -related impacts nor contribute to the cumulative degradation of any intersection in the project environs.

Furthermore, project implementation would not conflict with either the County's CMP or other standard, including those adopted by the City of Newport Beach. No significant cumulative impacts are anticipated and no mitigation measures are required.
c) Would the project result in a change in air traffic pattern, including either an increase in traffic levels or a change in location that results in substantial safety risks? No Impact. The proposed project site is located approximately four miles from John Wayne Airport and is not located within an area that is affected by aircraft operations. The proposed Planned Community District regulations for the project allow for a maximum building height of 50 feet. The proposed structures would not necessitate any changes in the air traffic patterns because the project site is not

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located within the airport environs and would not affect airport operations. This project would have no effect on the volumes of air traffic occurring at John Wayne Airport or any other airports in the region. No significant impacts are anticipated and no mitigation measures are required. d) Would the project substantially increase hazards due to e design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? Lass than Significant Impact. During the construction phaaes, o variety of construction vehicles, including large delivery trucks, concrete pumpars, dump trucks, and a variety ofpassenger vehicles, will travel toand from the subject property. {}nsome occasions, there will beanumber ofmedium and heavy trucks that could add to local congestion levels and possibly affect through -traffic for short periods of time.

Although potential conflicts are anticipated to be |eaa than oignifioant, implementation of construction traffic management plan (refer to K4M'10), which is required by the City of Newport Beaoh, would ensure that any conflicts resulting during the construction phase would beminimized.

The project proposes changes to the main parking area in front of the Golf Clubhouse, including landscaping and beautification of the area and minor changes to on -site circulation; the project site aooauo to the public atnyat system at East Coast Highway (via Irvine Terrace) and at Granville Drive will remain unchanged. Irvine Terrace will be improved with o landscaped median and will be striped to delineate two inbound lanes and two outbound lanes. Hovvevar, in order to accommodate left -turn movements, the left -turn pocket atthe intersection with East Coast Highway should be lengthened to provide o minimum of 100 feet plus the transition. With the incorporation of this moauure, no significant impacts are required.

In addition, a new drive aisle with a drop-off area will also be added to the front of the Golf Clubhouse and a second entry point to the main parking lot will be added at the northwest corner of the lot. The parking rnvva in the main body ofthe parking lot will be reconfigured to on eoat+waatorientaUun' with access oiu|as provided on both ends of the parking lot. Each of the drive oin|aa will be 26 feat vvide, which provides adequate room for circulation, turning, and backing for 00'd*gree parking aisles.

Pedestrian aooaun from the Golf Club parking lot is improved by o pedestrian walkway with enhanced paving through the center of the parking lot, which connects directly to the Golf Clubhouse. m) Would the project result ininadequate emergency access? Less than Significant |nnpmot. The primary access to the project site is provided via a drive aisle that connects to the end of Irvine Ternaoe, which in turn connects to East Coast Highway (i.e.. State Highway 1). Irvine Terrace also provides access tothe adjacent Corporate Plaza West development. The Irvine Terrace/East Coast Highway intersection in a signalized intersection. As indicated in Section XV|A. Irvine Terrace will beimproved with two inbound and two outbound lanes. |naddition tuthe project access from Irvine Terraoe, the project proposes a new access and ou|-de-noc, which will provide aooeaa to The Bungalows and The Villas. Indirect access iualso available from Farallon via Newport Center Drive east of the site; hovvavor, aoueoo to The Tennis C|ub, The Bungalows, and The Villas would be from the proposed cul-de-sac. Adequate emergency access exists to serve both components of the proposed project. Nonetheless, the Newport Beach Fire Department will conduct code compliance analysis with the City's Building Department to ensure that adequate emergency access is provided. f) VVmu|d the project conflict with adopted policies, plans or programs regarding public transit, bicycle, mrpedestrian facilities?
Less than Significant Impact. Aoindicated inTable 1O.the proposed project ioconsistent with relevant policies articulated in the City'a Circulation Element of the General Plan. In oddition, public transportation would not be impacted by the proposed. The project is located in an area of the City that in served by public transportation (OCTA bus service) and public transit access is available in the project vicinity along Coast Highway. The project is located in proximity to existing retail and commercial development. The addition of five single-family residential dwelling units, 27 bungalows and spa would be adequately served by the existing public transportation available along PCH and in the project environs. Similarly, neither

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bicycle nor pedestrian facilities would be significantly altered as a result of the proposed project. Bicycle lanes along Coast Highway would not be affected. In addition, walkways within the proposed project would accommodate pedestrians. No significant impacts are anticipated and no mitigation measures are required
Mitigation Measures
The following mitigation measure is proposed to minimize the level of impact associated with temporary construction traffic:

MM-8 Prior to commencement of each major phase of construction, the Applicant shall submit a Construction Staging, Parking and Traffic Control Plan for approval by the Public Works Department, which shall address issues pertaining to potential traffic conflicts during peak traffic periods, potential displacement of on -street parking, and safety. • This plan shall identify the proposed construction staging area(s), construction crew parking area(s), estimated number and types of vehicles that will occur during each phase, the proposed arrival/departure routes and operational safeguards (e.g. flagmen, barricades, etc.) and hourly restrictions, if necessary, to avoid traffic conflicts during peak traffic periods and to ensure safety.
• If necessary, the Construction Staging, Parking Traffic Control Plan shall provide for an off -site parking lot for construction crews which will be shuttled to and from the project site at the beginning and end of each day until such time that the project site can accommodate off-street construction vehicle parking.
• The plan shall identify all construction traffic routes, which shall avoid narrow streets unless there is no alternative, and the plan shall not include any streets where some form of construction is underway within or adjacent to the street that would impact the efficacy of the proposed route.
• Dirt hauling shall not be scheduled during weekday peak hour traffic periods. • The approved Construction Staging, Parking and Traffic Control Plan shall be implemented throughout each major construction phase.

MM-9 The left -turn pocket on Irvine Terrace at the Coast Highway shall be increased in length to a minimum of 100 feet plus transition in order to adequately accommodate left -turn movements.

XVII. UTILITIES & SERVICE SYSTEMS
a) Would the project exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board?
No Impact. Wastewater from the City's sewer system is treated by the Orange County Sanitation District (OCSD), which is responsible for safely collecting, treating, and disposing the wastewater generated by

2.3 million people residing in central and northwest Orange County. Raw sewage generated in the City is treated at the OCSD Treatment Plant No. 2 in Huntington Beach, which has a treatment capacity of 276 million gallons per day (mgd). Treatment of raw sewage includes preliminary treatment, primary treatment, anaerobic digestion, secondary treatment, and solids handling. Treatment Plant No. 2 is operating at approximately 55 percent of its design capacity.

Wastewater generated by the proposed project would be the same as other similar developments in the City and would not contain hazardous waste or other pollutants. Based on sewage generation rates in the City's General Plan EIR, the five single-family residential dwelling units would generate up to less than 2,000 gallons per day (gpd) of raw sewage. In addition, the 27 bungalows would generate an

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additional, 4,050 gallons per day utilizing the visitor serving (i.e., hotel) generation factor. Because the Tennis Clubhouse and Golf Clubhouse and facilities currently exist, the increase in sewage generation from these two uses is anticipated to be approximately 3,300 gallons per day as a result of the increase in floor area associated with the Golf Clubhouse. The uses would generate approximately 7,750 gallons per day of raw sewage, compared to the 5,450 gallons per day estimated based on the existing floor areas.

The additional sewage generated by the project would be incrementally insignificant when compared to the 4.1 mgd increase anticipated as a result of buildout of the City's General Plan. The raw sewage generated by the project would be disposed into the existing sewer system and would be transported to OCSD Treatment Plant No. 2, which is adequate capacity to accommodate the City's buildout needs for waste treatment. As a result, project implementation would not exceed existing treatment infrastructure and expansion would not be required. Furthermore, the additional treatment needs would not exceed wastewater treatment standards of the Regional Water Quality Control Board. No significant impacts are anticipated and no mitigation measures are required.
b) Would the project require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects?
No Impact. Water demand and wastewater generation will not increase significantly as a result of the development of the five single-family residential dwelling units and 27 bungalows on the site. Based on water demand rates, the proposed project would generate a demand for approximately 45,000 gallons per day for the five single-family dwelling units and the 27 bungalow units." In addition, the Golf Clubhouse and Tennis Clubhouse would create a demand for an additional 7,750 gallons per day compared to the existing demand of 3,300 gallons per day. The proposed project is within the land use projections of the City, which are the basis of future water demand demands and wastewater generation within Newport Beach. The project will connect to existing water and wastewater facilities in the project vicinity. No expansion of these facilities is necessary due to existing capacity. No significant impacts are anticipated and no mitigation measures are required.
c) Would the project require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects?
Less than Significant Impact. The project will result in additional impervious surface areas by the new buildings, streets, parking lots, walkways and other hardscape. The additional hardscape will result in a small increase in runoff during storm periods. The site will be designed to ensure that surface runoff will be directed to existing facilities. As indicated in Section VIII, some of the existing storm drain facilities do not have adequate capacity to accommodate existing or future storm flows; however, deficient in -tract facilities will be upgraded to accommodate post -development flows. All storm flows generated on the subject property will be collected and conveyed to Newport Bay where it will be discharged. Therefore, the increase in project -related storm flows will not result in a potentially significant impact and no mitigation measures are required.
d) Would the project have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? Less than Significant Impact. See response to XVll.b above. The City of Newport Beach provides water service within the project vicinity. The City's water supplies are imported water purchased from the Municipal Water District of Orange County (MWDOC), groundwater pumped from the Orange County Groundwater Basin, and reclaimed water. The City currently maintains a total system capacity of approximately 100 million gallons in three facilities. According to the City's 2005 Urban Water Management Plan (UWMP), water supplies can continue to meet the city's imported water needs until the year 2030. Beyond that date, improvements associated with the State Water Project supply, additional local projects, conservation, and additional water transfers would be needed to adequately serve the City. 17Assumes 2.19 persons per dwelling unit and bungalow, based on the City's population per household.

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However, during short-term periods of water supply reductions, the City would implement its water shortage contingency plan.

As indicated in the City's General Plan EIR, additional development accommodated under the General Plan, including the proposed project would increase water use within the City, thus increasing the need for water treatment services. However, as indicated above, MWD has indicated that it can meet all of the City's imported water needs through 2030. In addition, Orange County Water District anticipates that there would also be sufficient groundwater supplies to meet projected future demand requirements in the City. Future water demand based on the General Plan projections would not be increased significantly with the addition of the proposed development. The demand created by the proposed project is consistent with the City's long-range projections for development that are the basis of water demands in Newport Beach. The General Plan has identified the minimization of water consumption as one of its goals in the Natural Resources Element. The proposed project would be subject to the policies that would achieve that goal, including limiting water usage, prohibitions on activities that waste water or cause runoff, and water efficient landscaping and irrigation in conjunction with other water conserving devices and practices in new construction. Specifically, water conservation measures will be required on the proposed project as prescribed in Chapter 14.16 (Water Conservation and Supply Level Regulations) and Chapter 14.17 (Water -Efficient Landscaping) of the Newport Beach Municipal Code. Therefore, no significant direct or cumulative impacts are anticipated based on the findings in the City's General Plan EIR; no mitigation measures are required.
e) Would the project result in a determination by the wastewater treatment provider, which serves or may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? No Impact. See response to XVll.b above. As indicated in that response, adequate sewer collection, conveyance and treatment facilities exist to accommodate the incremental increase in raw sewage resulting from the development of the proposed project. No impacts are anticipated and no mitigation measures are required.
f) Would the project be served by a landfill with sufficient permitted capacity to accommodate the project's solid waste disposal needs?
Less than Significant Impact. Project implementation will result in the generation of demolition debris and some refuse during the construction phase; however, it would be relatively small and would not adversely affect existing capacities at the County's sanitary landfills. The project includes recycling some of the demolition materials generated during the construction phase. Asphalt and concrete will be crushed on -site and utilized as fill material to accommodate the proposed project. As a result, the amount of demolition materials that would require transport to and placement in one of the County's landfills would be reduced by the recycling of the asphalt and concrete.

Based on the City's General Plan EIR, it is anticipated that the Orange County landfill system will have adequate capacity to operate until 2035. Based on the solid waste generate rates presented in the General Plan EIR, the five single-family residential dwelling units and the 27 bungalows would generate less than 100 pounds per day of solid waste. Because the Golf Club and Tennis Club currently exist, no significant increase in refuse would be anticipated as a result of the reconstruction of those facilities. With the remaining capacity of approximately 44.6 million tons, as well as a 16-year lifespan at the Frank R.

Bowerman Sanitary Landfill (without the proposed expansion that would extend the life of this facility to 2053), the City-wide potential increase in solid waste due to General Plan buildout, including the proposed project, would not result in the exceedance of capacity of that landfill. In addition, AB 939 mandates the reduction of solid waste. As a result, it is anticipated that at least a 50 percent reduction in refuse would be required. Therefore, the project will not result in a significant increase in solid waste production due to the proposed project. Existing landfills are expected to have adequate capacity to service the site and use. No significant impacts are anticipated and no mitigation measures are required.

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g) Would the project comply with federal, state, and local statues and regulations related to solid waste?
Less than Significant Impact. Solid waste production will be picked up by either the City of Newport Beach or a commercial provider licensed by the City of Newport Beach. All federal, state and local regulations related to solid waste will be adhered to through this process. No significant impacts are anticipated and no mitigation measures are required.

Mitigation Measures
No significant impacts are anticipated and no mitigation measures are required.

XVIII. MANDATORY FINDINGS OF SIGNIFICANCE
The environmental analysis conducted for the proposed project indicates that although the proposed project could have the potential for significant adverse environmental impacts, the impacts would be reduced to a less than significant level through the implementation of mitigation measures as prescribed in the preceding analysis.
a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major period of California history or prehistory?
Less than Significant Impact. The proposed project would not have the potential to degrade the quality of the environment. The site is entirely developed with private recreational uses and has been altered from its natural state. As a result, it does not support sensitive habitat and/or sensitive plant or animal species. As a result, the proposed project would reduce the habitat of a wildlife species and/or threaten to eliminate one or more sensitive plant species. No historic structures or sites are present in the project area, which may be affected by the proposed project. The proposed project would not eliminate important examples of the major periods of California history or prehistory. Therefore, no significant impacts are anticipated and no mitigation measures are required. b) Does the project have impacts that are individually limited, but cumulatively considerable? ("Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects.) Less than Significant Impact. Redevelopment of the site as proposed would result in a negligible difference in long-term environmental effects associated with use of the site. Project implementation would result in fewer vehicular trips and, therefore, a reduction in the pollutant emissions when compared to the existing use of the site. No significant impacts to biological resources, cultural resources, public health and safety, mineral resources, population and housing, agricultural resources or other environmental issues would occur. In addition, the proposed project would result in an overall reduction in the volume of storm runoff and an improvement in the quality of the water prior to its discharge when compared to the existing use of the site. Therefore, the project would not contribute to the cumulative degradation of the environment or exacerbate unacceptable environmental conditions (e.g., biological resources, etc.) when considered with other projects proposed in the project environs.

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c) Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly?
Less than Significant with Mitigation Incorporated. The preceding analysis conducted for the proposed project indicated that although project implementation could result in some potentially significant environmental effects (e.g., soils and geology, hazards and hazardous materials, etc.), with the implementation of mitigation measures prescribed in this analysis, the proposed project would not result in significant environmental impacts on humans, either directly or indirectly.

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The following enumerated documents are available at the offices of the City of Newport Beach, Planning Department, 3300 Newport Boulevard, Newport Beach, California 92660.

1. Newport Beach General Plan; City of Newport Beach; adopted July 25, 2006.

2. Final Program EIR - City of Newport Beach General Plan

3. Title 20, Zoning Code of the Newport Beach Municipal Code.

4. City Excavation and Grading Code, Newport Beach Municipal Code.

5. Chapters 10.26 and 10.28, Community Noise Ordinance of the Newport Beach Municipal Code.

6. South Coast Air Quality Management District, Air Quality Management Plan 1997.

7. South Coast Air Quality Management District, Air Quality Management Plan EIR, 1997.

The following documents have been prepared specifically for this project, and are incorporated by reference within this initial study. The documents are available at the office of the City of Newport Beach, Planning Department.

1. Report of Geotechnical Studies and Review of Vesting Tentative Tract Map No. 15347, Newport Beach Country Club; GMU Geotechnical, Inc.; May 2, 2008.

2. Revised Preliminary Geotechnical Design Parameters for the NBCC Planned Community, Newport Beach Country Club; GMU Geotechnical, Inc.; April 25, 2008.

3. Phase I Environmental Site Assessment; Newport Beach Country Club Planned Community; Partner Engineering and Science, Inc.; April 3, 2009.

4. Traffic and Parking Evaluation for the Proposed Newport Beach Country Club Project in the City of Newport Beach; Kimley Horn and Associates, Inc.; June 2009.

5. NPDES Technical Study (Newport Beach Country Club Planned Community District Plan); Adams -Streeter Civil Engineers, Inc.; January 14, 2009

6. Preliminary Hydrology Report for Vesting Tentative Tract Map No. 15347; Adams -Streeter Civil Engineers, Inc.; July 13, 2009.

7. Newport Beach Country Club Planned Community District Plan; January 12, 2009.

8. Air Quality Analysis for the Newport Beach Country Club Project; Giroux & Associates; July 23, 2009.

9. Noise Assessment for the Newport Beach Country Club Project; Giroux & Associates; July 23, 2009.

10. Newport Beach Country Club Parking Supply Analysis; LSA Associates, Inc.; August 20, 2008.

Errata for the IS/MND
Newport Beach Country Club (PA 2005-140)
Golf Realty Fund

1. Page 4: Column 4 (Height (ft.)) under "Building Heights" in Table 2 (Summary of Proposed Uses) to reflect a maximum building height
Change 50 feet to 53' 6" for the proposed Golf Course Clubhouse.

2. Page 5: Delete all of the text and replace it with the following:

The project site encompasses approximately 145 acres (refer to Table A), which are divided into four sub -areas identified below. Each sub -area as well as the hand car wash is described below and illustrated on Exhibit 2.

Table A
Land Use Allocations
Newport Beach Country Club Planned Community District Plan Golf Realty Fund
Sub Area
Approximate Area
Acres
The Tennis Club Sub -Area

4.62 The Villas Sub -Area

1.25 The Bungalows Sub -Area

3.44 The Golf Club Sub -Area'
133.01
Total
±145
'Includes Golf Clubhouse, Golf Parking Lot and Hand Car Wash SOURCE: Newport Beach Country Club Planned Community
District Plan (July 12, 2010)
Golf Clubhouse
The golf clubhouse floor plan has a maximum of 35,000 gross square feet, exclusive of below grade cart storage, in two stories, including approximately 18,100 square feet on the first floor and approximately 16,900 square feet on the second floor. The lower floor will accommodate the following features: Grill, women's lounge and locker room, men's locker room, and pro shop. Other features included on the first floor include a cart barn

and club storage. The second floor will accommodate a banquet room and kitchen, dining room, lounge, foyer, offices, private meeting and dining rooms, and a "19'" hole." Other features which currently exist and will continue to be part of the clubhouse facilities include a snack stand (180 square feet), existing golf course restroom facilities, and existing greens keeper buildings and area. The maximum height of the proposed golf clubhouse is 53 feet 6 inches, measured from the existing grade to the mid -point of the sloped roof. (The reference to a maximum 50-foot height limit reflected in Table 1 on page 4 of the initial study referenced in this comment is incorrect and will be revised to reflect the 53 feet 6-inch maximum height noted in this description.) Tennis Clubhouse and Courts
The maximum floor area of the tennis clubhouse is 3,725 gross square feet and will have a maximum building height of 30 feet (measured from the existing grade to the peak of the roof). The tennis clubhouse includes a lobby, pro shop, office and locker rooms. A total of seven tennis courts, including one stadium court will replace the 24 tennis courts that currently exist on the subject property. Screening for the tennis courts from The Villas E will also be provided in the form of a five-foot block wall that would be designed to be compatible with the proposed Villa E, adjacent to the tennis courts. In addition, the exterior perimeter of the tennis courts facing the Granville Condominiums, Granville Drive, and the Tennis Club parking lot will also be screened, utilizing the existing 10-foot high chain link fence covered by a wind screen.

Bungalows
The Bungalows proposed by the applicant will consist of 27 "hotel" units that encompass approximately 29,044 square feet of floor area. A 2,170 square foot Concierge and Guest Center is also included in this development component. In addition, the Bungalow Spa, which is an auxiliary use for and part of the Bungalows, encompasses 7,490 square feet. This facility will include a fitness center, spa, spa bar and lounge. Other features include a Zen Garden, Jacuzzi and swimming pool. The pool and/or spa equipment will be enclosed by five-foot block wall. The maximum building height of the Bungalows is 31 feet, measured from the existing grade to the peak of the roof.

Villas
The five Villas are proposed within a 1.25-acre sub -area. Lot sizes of the single-family detached residential dwelling lots will vary from 5,295 square feet (Villa A) to 17,151 (Villa D) square feet. Homes will range in size from 2,201 square feet (Plan A) to 6,384 square feet (Plan D). The maximum building heights (measured from existing grade) permitted for the Villas ranges from 23 feet (Villa A) to 39 feet (Villa D). Swimming pools are also permitted for each of the five Villas.
2 Golf Club Parking Lot and Private Hand Car Wash
The proposed Golf Club Parking Lot has 300 on -site parking spaces. In addition, as described in Response to Comment No. 4 of The Irvine Company, above, an existing perpetual offsite Parking Agreement will continue to provide as many as 554 non- exclusive parking spaces on weekends and holidays to supplement the onsite Golf Club parking. The frontage road that exists adjacent to East Coast Highway will be eliminated and replaced with landscaping. In addition, a private hand car wash area is proposed within the parking lot in the vicinity of Country Club Drive. The area identified to accommodate this project feature encompasses approximately 240 square feet (i.e., 12 feet wide and 20 feet long). Use of the private hand car wash is limited to golf and possibly tennis club members only.

3. Page 8, Table 2:

Delete Table 2 and replace it with the revised Table 2 below. 3 Table 2
Tennis Club Development Phasing
MND
Revised
Exhibit
Phasing
Duration
Plan
Description
(Months)
Reference
(5/25/11)
Phase
Installation of Temporary Modular
1 4
1 Tennis Clubhouse'
Demolition of Tennis Club building, 9
1 tennis courts, perimeter tennis court
fence remains, portion of Tennis Club
1 4
2 parking lot (61 parking spaces),
landscaping and small portion of
existing site wall
Construct The Villas (3), Private Street,
New Tennis Clubhouse and Parking
14 6
4 Lots refer to Exhibit 6
2 Demolition of 3 tennis courts, small
portion of Tennis Club parking lot and
1 5
3 remaining Tennis Club Building
Construct Center Court area and
3 8
6 Pool
3 -Bungalow
Demolition of 3 tennis courts,
remaining portion of old Tennis Club
1 7
5 parking lot and removal of Temporary
Modular Tennis Clubhouse
Demolition of 2 tennis courts, and
perimeter tennis court fence in front of
the 3 completed Villas — After
substantial completion of the Golf
1 9
7 4
Bungalows removal of perimeter tennis
court fence in front of the Golf
Bungalows.

Construct Golf and Tennis Bungalows
15 10
8 and remaining 2 Villas.

Total Schedule
36 'Anticipated Start date is September 2011
SOURCE: The Templeton Planning Group (May 2011)

4. Page 16, Table 3:

Delete Table 3 and replace with Table 3 below.

Table 3
Golf Clubhouse Development Phasing
MND
Duration
Exhibit
Phase
Description
Months
Reference
Demolition of East Side Golf Clubhouse Parking
1 11
1 Lot and PCH Entry'
Construct East Side Parking Lot and PCH Entry2
4 12
Demolition of West Side Golf Clubhouse Parking
1 13
Lot
2 Construct West Side Parking Lot and Temporary
6 14
Golf Club
Demolition of Golf Clubhouse
2 15
3 Construct New Golf Clubhouse
14 16
Demolition of portion of Greenskeeper Area,
Temporary modular Golf Clubhouse and
2 17
4 northern portion of Golf Clubhouse Parking Lot
Construct Greenskeeper Area and Golf Porte
4 18
Cache and Parkin
Total Schedule
34 'Start date to be determined.
21ncludes car wash.

SOURCE: The Templeton Planning Group (July 2010)

5. Page 39, Paragraph 2:

Change 50 feet to 53' 6" in Line 5 and Line 7.

6. Page 52, SC-8:

Revise SC-8 as indicated below:
5 SC-8 A qualified archaeological/paleontological monitor shall be retained by the project applicant who will be available during the grading and landform alteration phase. In the event cultural resources and/or fossils are encountered during construction activities, ground -disturbing excavations in the vicinity of the discovery shall be redirected or halted by the monitor until the find has been salvaged. The area surrounding any cultural materials or fossils encountered during grading shall also be investigated to determine the extent of the site. Any artifacts and/or fossils discovered during project construction shall be prepared to a point of identification and stabilized for long-term storage. Any discovery, along with supporting documentation and an itemized catalogue, shall be accessioned into the collections of a suitable repository. Curation costs to accession any collections shall be the responsibility of the project applicant.

7. Page 77, Table 10 (General Plan Policy Analysis): Policy LU 5.3.3:

Change 50 feet in Line 12 and Line 14 in Column 3 to 53' 6".

8. Page 80: Revise the consistency analysis for Natural Resources Element Policy No. 18.3 as follows:

BeEa„se of the proposed project does not
requires the approval of an amendment to the Land Use Element of the Newport General Plan and the projectt is not, therefore, subject to the provisions of SB 18, which requires consultation with Native American representatives before adopting or amending a general plan. Nonetheless, tThe City has complies therequirernents ef�v by emitting submitted a request to the Native American Heritage Commission (NAHC)_. '�ditieR, Gityand has also sent letters to the Native American representatives, informing each of the proposed project. However, no response was received by the City from any of the Native American representativeseRs requesting consultations„ithiRthe 90-day stat�t�� peried.

9. Page 82, Table 11 (Coastal Land Use Plan Policy Analysis): Policy 2.1.2.1:

Revised the consistency analysis in Column 3 to read:

The proposed project is consistent with the land use designation on the adopted Coastal Land Use Plan, which designates the golf course site OS (Open SpaGe)PR (Parks and Recreation) and the tennis site MU-H/PR (Mixed Use Horizontal/Parks & Recreation). The Open Spa Parks and Recreation designation allows golf courses. The MU-H/PR designation allows horizontally - distributed mix of uses, which may include general or neighborhood commercial, commercial offices, multi -family residential, visitor -serving and marine -related uses, buildings that vertically integrate residential with commercial uses, and active public or private recreational uses, including parks, golf courses, marina Co

support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. In addition, the project addresses the relevant policies related to development of the site and the protection of coastal resources identified in the CLUP as discussed in this table.

10. Page 96, Second sentence in the paragraph under (c):

Change 50 feet in Line 3 to 53' 6".
7 Attachment B
Resolution No. 2022-66
15-13

RESOLUTION NO. 2022-66

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

NEWPORT BEACH, CALIFORNIA, APPROVING A

GENERAL PLAN AMENDMENT, AMENDMENT TO MAJOR
SITE DEVELOPMENT REVIEW NO. SD2011-002,
AMENDMENT TO COASTAL DEVELOPMENT PERMIT NO.

CD2017-039, AMENDMENT TO VESTING TENTATIVE
TRACT MAP NO. NT2005-003, AND AMENDMENT TO
LIMITED TERM PERMIT NO. XP2011-004 FOR THE TENNIS
CLUB AT NEWPORT BEACH LOCATED AT 1602 EAST
COAST HIGHWAY (PA2021-260)
WHEREAS, Section 200 of the City of Newport Beach ("City") Charter vests the City Council with the authority to make and enforce all laws, rules, and regulations with respect to municipal affairs subject only to the restrictions and limitations contained in the Charter and the State Constitution, and the power to exercise, or act pursuant to any and all rights, powers and privileges, or procedures granted or prescribed by any law of the State of California;
WHEREAS, in 2012, the City Council approved an application by Golf Realty Fund, Managing Owner ("Applicant") for the reconstruction of the 3,725-square-foot tennis clubhouse, reduction of tennis courts from 24 to seven courts, construction of a 27-room boutique hotel with 9,700 square feet of ancillary uses, five single-family residential units, and a development agreement for the property ("2012 Entitlements") located at 1602 East Coast Highway, and legally described as Parcels A, B, C, and D of Parcel Map No. 2016- 151 (commonly referred as the "Tennis Club Site" or "Property"); WHEREAS, on November 20, 2018, the Zoning Administrator approved Coastal Development Permit No. CD2017-039, authorizing the redevelopment of the Property consistent with the 2012 Entitlements (2012 Entitlements and Coastal Development Permit No. CD2017-039 are collectively referred to as the "Approved Project"), WHEREAS, the Applicant is requesting an amendment to the Approved Project to allow an increase in the number of future tennis courts from seven to eight, an increase in the number of future hotel rooms from 27 to 41, an increase to the gross floor area of ancillary hotel uses by 4,686 square feet, three attached condominium units and two single family residences in -lieu of five single-family residences, and an amendment to the 2012 Development Agreement to account for the aforementioned changes to the Approved Project along with extending the term for an additional 10 years ("Project"); 15-14

Resolution No. 2022-66

WHEREAS, the following approvals are requested or required in order to implement the Project:
• General Plan Amendment ("GPA") — An amendment to Anomaly No. 46 of Table LU2 of the 2006 Newport Beach General Plan Land Use Element to document the conversion of 17 tennis courts to 27 hotel rooms authorized by City Council Resolution No. 2012-10, and the addition of 14 hotel rooms for a total of 41 rooms and one tennis courts for a total of eight tennis courts, • Local Coastal Program Implementation Plan 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 Newport Beach Municipal Code ("NBMC") to modify the permitted uses and development standards allowed on the Property; • 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;
• Major Site Development Permit Amendment ("SDA") — An amendment to the existing site development review in accordance with PC-47 and Section

20.52.080 (Permit Review Procedures, Site Development Reviews) of the NBMC for the construction of the Project;
• Coastal Development Permit Amendment ("CDPA") — A coastal development permit for the demolition of existing structures, further subdivision on the Property, and implementation of the Project;
• Vesting Tentative Tract Map Amendment ("VTMA") — An amendment to Vesting Tentative Tract Map No. 15347 pursuant to Title 19 (Subdivisions) of the NBMC for a lot reduction created for the Approved Project and inclusion of the condominium ownership;
• Limited Term Permit Amendment ("XF) — A limited term permit to allow temporary use of structures during construction on the Property, pursuant to Section 20.52.040 of the NBMC;
• Development Agreement Amendment ("DA") — A second amendment to the Development Agreement (DA2008-001), between the Applicant and the City, 15-15

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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 rights to develop the Project for an additional 10 years and provide negotiated public benefits to the City; and
• Addendum to previously adopted Mitigated Negative Declaration No. ND-2010- 008 (SCH2O10091052) ("Addendum") — Pursuant to the California Environmental Quality Act ("CEQA"), the Addendum addresses reasonably foreseeable environmental impacts resulting from the Project;
WHEREAS, the Property is designated Mixed -Use Horizontal 3/Parks and Recreation (MU-H3/PR) by the City of Newport Beach General Plan and is located within the Newport Beach Country Club Planned Community (PC-47) Zoning District; WHEREAS, the Property is designated Mixed -Use Horizontal/Parks and Recreation (MU-H/PR) by the Coastal Land Use Plan and is located within the Newport Beach Country Club Planned Community (PC-47) Coastal Zone District; WHEREAS, the Planning Commission held a public hearing on September 8, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California, at which time the Planning Commission considered the Project. 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"), and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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;
WHEREAS, at the hearing, the Planning Commission adopted Resolution No.

PC2022-022 (5 ayes, 1 absent, 1 recusal) recommending approval of the Project to the City Council;
WHEREAS, the City Council held a public hearing on September 27, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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;
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Resolution No. 2022-66

WHEREAS, at the hearing, the City Council remanded the Project to the Planning Commission on a future date by a majority vote (6 ayes, 1 nays); WHEREAS, at the City Council meeting on October 11, 2022, the City Council adopted a motion for reconsideration of the Project by a majority vote (4 ayes, 3 nays); and
WHEREAS, the City Council held a public hearing on October 25, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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.

NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows:

Section 1: The City Council has considered the recommendation of the Planning Commission and determined that modifications to the Project made by the City Council, if any, are not major changes that require referral back to the Planning Commission for consideration and recommendation.

Section 2: The City Council hereby approves a General Plan Amendment, Amendment to Major Site Development Review No. SD2011-002, Amendment to Coastal Development Permit No. CD2017-039, Amendment to Tentative Vesting Tract Map No.

NT2005-003, and Amendment to Limited Term Permit No. XP2011-004.

Section 3: 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. Nonetheless, the GPA is consistent with the following City of Newport Beach General Plan Land Use based upon the following:

Findings and Facts in Support of General Plan Consistency:

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 including seven remaining tennis courts. The City Council found that the conversion of tennis courts to hotel rooms was consistent with the General Plan based upon the revitalization to Newport/Fashion Island area where the General Plan encourages additional hotel development and housing units, and the fact that the 15-17

Resolution No. 2022-66

conversion did 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 (7tn edition), while the 27 hotel rooms generated 221 average daily trips, resulting in a net decrease of 389 daily trips.

With the amendment to the Approved Project, Anomaly No. 46 will be modified to include 14 additional hotel rooms and one tennis court. Together, a total of 41 hotel rooms (27+14=41 rooms) and eight tennis courts will be included in Anomaly No. 46. No change to the 3,725-square-foot tennis clubhouse is proposed. The GPA does not include a change in land use designation and would remain as Mixed -Use Horizontal 3/Parks and Recreation (MU-H3/PR).

The amendment to the Approved Project is consistent with the following General Plan policies:
a. Land Use Element Policy LU1.1 (Unique Environment). Maintain and enhance the beneficial and unique character of the different neighborhoods, business districts, and harbor that together identify Newport Beach. Locate and design development to reflect Newport Beach's topography, architectural diversity, and view sheds.

The Project includes an amendment to the PC-47 District regulations on the Tennis Club site and reflects the proposed development on the Property.

PC-47 will continue to guide development occurring within the Property. The development standards address building height, setbacks, landscaping, and architectural character. The standards are intended to ensure that the City's unique character is maintained through land use and architectural diversity.
b. Land Use Element Policy LU1.2 (Citywide Identity). While recognizing the qualities that uniquely define its neighborhoods and districts, promote the identity of the entire City that differentiates it as a special place within the Southern California region.

The area in which in 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 15-18

Resolution No. 2022-66

bungalow -style hotel rooms, detached residential units, and attached residential loft buildings, is consistent with the City's desire to differentiate Newport Beach from other coastal cities.

C. Land Use Element Policy LU2.1 (Resident -Serving Land Uses).

Accommodate uses that support the needs of Newport Beach's residents including housing, retail, services, employment, recreation, education, culture, entertainment, civic engagement, and social and spiritual activity that are in balance with community natural resources and open spaces.

The Project will continue to provide residents with recreational opportunities, culture, entertainment, and civic engagement. The proposed amendment remains supportive of recreational uses by providing one additional tennis court to the previously approved seven courts. The amendment also includes an additional 14 hotel rooms to the previously approved 27-unit hotel development with additional hotel amenities for club members such as a Performance Therapy Center and Yoga Pavilion. d. Land Use Element Policy LU.2.6 (Visitor Serving Uses). Provide uses that serve visitors to Newport Beach's ocean, harbor, open spaces, and other recreational assets, while integrating them to protect neighborhoods and residents
The Project provides visitors with an updated recreational facility as it includes a new tennis clubhouse and eight tennis courts, which includes a stadium size court. The tennis club is adjacent to a golf course with amenities and is within 2,000 feet from the Newport Bay. The proposed 41 hotel rooms provide additional opportunities for visitors to enjoy the tennis club and nearby recreational activities.
e. Land Use Element Policy LU3.2 (Growth and Change). Enhance existing neighborhoods, districts, and corridors, allowing for reuse and infill with uses that are complementary in type, form, scale, and character. Changes in use and/or density/intensity should be considered only in those areas that are economically underperforming, are necessary to accommodate Newport Beach's share of projected regional population growth, improve the relationship and reduce commuting distance between home and jobs, or enhance the values that distinguish Newport Beach as a special place to live for its residents. The scale of growth and new development shall be 15-19

Resolution No. 2022-66

coordinated with the provision of adequate infrastructure and public services, including standards for acceptable traffic level of service.

The character of the tennis club, hotel development, and residential units are compatible with the existing land uses and development intensities of the surrounding area. Although the additional 14 hotel rooms and one tennis court 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 General Plan. The Project has been designed to be compatible with the existing residential, commercial, and recreational uses located within the vicinity of the Project site. In addition, the surrounding area is adequately served by existing infrastructure, including circulation, water, sewer, and storm drainage systems. As a result, the implementation of the Project will not adversely affect those systems or the provision of adequate service to nearby development.
f. Land Use Element Policy LU3.3 (Opportunities for Change). Provide opportunities for improved development and enhanced environments for residents in the following districts and corridors, as specified in Polices 6.3.1 through 6.22.7: Fashion Island/Newport Center: expanded retail uses and hotel rooms and development of residential in proximity to jobs and services, while limiting increases in office development.

The Project provides enhancement to the Property, which is currently being used exclusively as a tennis club, to include 41 hotel rooms and ancillary uses, and five residential units. The Project retains a total of eight tennis courts and the reconstruction of the Tennis Clubhouse. The Project will be utilized as a recreational facility for residents, guests, and club members. g. Land Use Element Policy LU4.1 (Land Use Diagram). Accommodate land use development consistent with the Land Use Plan.

The Project is consistent with the designation of the General Plan Land Use Element, which designates the Property as MU-H3/PR. The Property is located within Anomaly No. 46, which allocates 24 tennis courts with residential permitted in accordance with the MU-1-13 designation. The GPA includes an amendment to the Development Limit (Other) of Anomaly No. 46, to reduce the number of tennis courts to eight and to include 41 hotel rooms.
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Resolution No. 2022-66

h. Land Use Element Policy LU5.1.2 (Compatible Interfaces). Require that the height of development in nonresidential and higher -density residential areas transition as it nears lower -density residential areas to minimize conflicts at the interface between the different types of development.

Although the Property is not located adjacent to lower density residential development, the Project has been designed to respect the proximity of the existing residential development adjacent to the Property. The amended PC-47 prescribes maximum building heights and setback requirements for each of the development components to ensure land use compatibility.

Building heights for the proposed structures will range from 46 feet for the attached residential loft buildings, 39 feet for the detached residential units, 31 feet for the hotel rooms, and 30 feet for the Tennis Clubhouse, which are within the maximum 50-foot building height allowed by PC-47. i. Land Use Element Policy LU (5.3.3). Require that properties developed with a mix of residential and non-residential uses be designed to achieve high levels of architectural quality in accordance with Policies 5.1.9 and

5.2.1 and planned to assure compatibility among the uses and provide adequate circulation and parking. Residential uses should be seamlessly integrated with non-residential uses through architecture, pedestrian walkways, and landscape. They should not be completely isolated by walls or other design elements.

The Project includes one additional tennis court to the tennis club, 41 hotel rooms, two single-family residences, and two 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.
f 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.
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Resolution No. 2022-66

Each of the uses has been designed to complement the overall Project. The uses are connected by the vehicular and pedestrian circulation system, including sidewalks and pedestrian pathways. Land use compatibility is achieved through a common landscape theme and design guidelines in PC- 47 to ensure that the architectural integrity of the Project is not compromised.
k. Land Use Element Policy LU6.14.2 (Newport Center). Provide the opportunity for limited residential, hotel, and office development in accordance with the limits specified by Tables LU1 and LU2.

The Project has a mix of land uses including single-family residential, attached residential condominiums, recreational tennis club facilities, and visitor -serving commercial uses. These uses are permitted in Table LU1 under the MU-H3/PR land use designation. The GPA proposes to amend the development limits of Table LU2 to include eight tennis courts and 41 hotel rooms.

1. 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.

Tribal Consultation Finding:

Pursuant to California Government Code Section 65352.3 (S1318), 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. 15-22

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Fact in Support of Finding of Consistency:

The City received comments from the NAHC indicating that 12 tribal contacts should be provided notice regarding the proposed amendment. The tribal contacts were provided notice on June 9, 2022. California Government Code Section 65352.3 requires notification 90 days prior to Council action to allow tribal contacts to respond to the request to consult. The Project will not be heard by the City Council until the 90-day period expires on September 7, 2022.

Section 4: 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 10 years.

Council Policy A-18 (Guidelines for Implementing Charter Section 423) requires that proposed amendments to the General Plan be reviewed to determine if a vote of the Newport Beach electorate would be required. This policy includes a provision that all General Plan amendments be tracked as "Prior Amendments" for 10 years to determine if minor amendments in a single Statistical Area cumulatively exceed the thresholds indicated above.

Facts in Support Finding of Consistency with Charter Section 423:

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, 9.51 AM trips, and 12.42 PM trips.

When combined with 80 percent of the prior increases, this results in cumulative increases of 14,000 square feet of non-residential floor area, 32.51 AM trips, and

55.42 PM trips. As none of the thresholds specified by Charter Section 423 are 15-23

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exceeded, no vote of the electorate is required if the City Council chooses to approve the GPA.

Section 5: On January 24, 2012, the City Council approved Site Development Review No. SD2011-002, which authorized the construction of Approved Project. The proposed changes to the Approved Project, necessitate an amendment to the SDA.

In accordance with Section 4.0 of the Newport Beach Country Club Planned Community (PC-47) (Site Development Review), the following findings and facts in support of Amendment to Site Development Review No. SD2011-002 are set forth as follows:

Findina of Consistencv with Section 4.30 ):

The Site Development Plan shall be in compliance with all other provisions of the Newport Beach Country Club Planned Community Development Plan.

Facts in Support of Finding of Consistency with Section 4.3(1):

1. PC-47 requires that a site development review process to be completed for construction of any new major building structure located on the subject site and would require consideration and approval by the Planning Commission prior to the issuance of grading or building permits. An amendment to the previously approved site development review has been submitted for the Property and meets provisions stated in the draft PCDP and thereby meets the intent specified in Section

20.52.080 (Planning and Zoning, Permit Review Procedures, Site Development Reviews) of the NBMC.

2. The Project includes an amendment to the PC-47 to incorporate revisions to the Approved Project. These revisions include the addition of one tennis court, the addition of 14 hotel rooms, and the conversion of three single-family residences to residential condominium units. Should the PC-47 amendment be approved, the SDA complies with all provisions of the PC-47, as the proposed development complies with all development criteria specified in the PC-47 in order to provide a coordinated, cohesive, and comprehensive large-scale planning project.

Findina of Consistencv with Section 4.3
The Site Development Plan shall be compatible with the character of the neighboring uses and surrounding sites and shall not be detrimental to the orderly and harmonious development of the surroundings and of the City.
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Fact in Support of Finding of Consistency with Section 4.3(2):

The architecture, landscaping components, circulation design, and all other project components reflected in the SDR are compatible with the character of the neighboring uses and surrounding sites. The additional 14 hotel rooms and attached residential condominium buildings are of similar architectural style to the Approved Project's bungalow -styled rooms. As a result, the Project is not detrimental to the orderly and harmonious development of the surroundings and the City.

Finding of Consistency with Section 4.3(3):

The Site Development Plan shall be sited and designed to maximize of aesthetic quality of the Newport Beach Country Club Planned Community Development Plan as viewed from surrounding roadways and properties, with special consideration given to the mass and bulk of buildings and the streetscape on East Coast Highway.

Facts in Support of Finding of Consistency with Section 4.3(3):

1. The Property is separated from East Coast Highway by a commercial office plaza which comprises of three two-story office buildings (1200 Newport Center Drive).

The office plaza includes landscaping along East Coast Highway with trees and various plantings. The Newport Beach Country Club golf clubhouse is located approximately 150 feet west of the Property. Additionally, the Property is approximately 250 feet from East Coast Highway and is not visible to motorists travelling on the street.

2. The Project is designed consistent with the Approved Project's architectural style with landscaping, circulation, signage and other components which visually connect the tennis clubhouse and attached residential structures to the smaller structures such as the hotel rooms and single-family residences. Therefore, the aesthetic quality of PC-47 is continued to be maximized as viewed from the surrounding roadways and properties.

3. The Project seeks to add additional hotel rooms, ancillary hotel uses, and attached residential buildings to the Property. However, the overall footprint of the Project is not expanding and will not affect the mass of the Project as viewed from surrounding roadways and properties.
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Findina of Consistencv with Section 4.3(4):

Site plan and layout of buildings, parking areas, pedestrian and vehicular access ways, landscaping and other site features shall give proper consideration to functional aspects of site development.

Facts in Support of Finding of Consistency with Section 4.3(4):

1. The site plan and layout of buildings, parking areas, pedestrian and vehicular access ways, landscaping, and other site features maximizes the functionality of the proposed uses, while avoiding conflicts between uses and activities. The Project's multiple components (tennis club, residential, and hotel) have been designed and sited to function cohesively not only with each other, but also with the adjacent existing golf course uses.

2. The Project promotes additional functionality between residential and hotel components, as residential condominiums are attached to hotel rooms in two separate loft buildings. Underground parking is provided in the loft buildings, with additional street parking and parking lots to serve hotel and tennis club guests.

Each of the two single-family residences provide a two -car garage to serve its residents.

Section 6: On April 10, 2013, the California Coastal Commission, which had permitting jurisdiction for coastal development permits at the time, issued a notice of intent to issue CDP No. 5-12-160 for the Approved Project. A one (1)-year extension was granted on June 2, 2015. However, the CDP subsequently expired. The City obtained CDP permitting authority in January of 2017. On November 20, 2018, the City's Zoning Administrator approved the CDP, which authorized the redevelopment of the Approved Project. The Project requires an amendment to Coastal Development Permit No.

CD2017-039.

In accordance with Section 21.52.015(F) (Local Coastal Program Implementation Plan, Coastal Development Permits, Findings and Decisions) the following findings and facts in support of Amendment to Coastal Development Permit No. CD2017-039 are set forth as follows:

Finding of Consistency with Section 21.52.015(F)(1):

Conforms to all applicable sections of the certified Local Coastal Program. 15-26

Resolution No. 2022-66

Facts in Support of Findina of Consistencv with Section 21.52.015(F)(1):

1. The Coastal Land Use Plan designates the Tennis Club site as Mixed -Use Horizontal/Parks and Recreation (MU-H/PR). Policy 2.1.8-1 of the Coastal Land Use Plan allows the horizontal intermixing of hotel rooms, single-family residences, attached residential condominiums, and tennis club facilities on the project site (formerly known/referenced as the Balboa Bay Tennis Club). Permitted uses include those permitted by the MU-H and PR land use designations. A complete consistency analysis of each of the applicable Coastal Land Use Plan policies is included in Table 11 of the Land Use and Planning Section of the previously adopted MND, pages 82 through 87, as well as in Table 5-5 of the Land Use and Planning Section of Addendum to the MND. Furthermore, facts have been provided in this resolution which support the proposed amendment to the Local Coastal Program Implementation Plan. In summary, the Project is consistent with the Coastal Land Use Plan.

2. The MU-H coastal land use designation identifies a maximum density/intensity limit of 1.5 floor area ratio ("FAR"), with a minimum FAR of 0.25 and a maximum FAR of 0.5 for retail uses and a maximum of 1.0 for residential. The Project proposes 65,595 square feet of nonresidential floor area (approximately 0.21 FAR) for the hotel rooms, concierge & guest center, and ancillary hotel uses which include a performance therapy center, yoga pavilion, office, common area, and a spa and fitness center. Additionally, five residential dwelling units totaling 20,653 square feet (approximately 0.06 FAR). The proposed density/intensity of the hotel and single-family units comply with the FAR limitations identified in the Coastal Land Use Plan.

3. The PR category applies to land used or proposed for active public or private recreational use. Permitted uses include parks (both active and passive), golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. The PR designation on the Property is applicable to the existing and proposed private tennis club and tennis courts. The density/intensity limitations include incidental buildings, such as maintenance equipment sheds, supply storage, and restrooms, not included in determining intensity limits. The proposed tennis club and ancillary uses are consistent with this land use designation.

4. The Property is part of the 145-acre planned community (PC-47), which has been adopted to regulate developments within the Property and the adjacent Golf Club 15-27

Resolution No. 2022-66

Site, and is in conformance with the Coastal Land Use Plan designation pursuant to Section 21.26.055(S)(2) of the NBMC.

5. The Project conforms to all applicable development standards in the proposed amendment to PC-47, including density/intensity, setbacks, building heights, and parking.

6. The Property is not located in an area known for the potential of seismic activity or liquefaction. All projects are required to comply with the California Building Code ("CBC") and Building Division standards and policies. Geotechnical investigations specifically addressing liquefaction are required to be reviewed and approved prior to the issuance of a building permit. Permit issuance is also contingent on the inclusion of design mitigation identified in the investigations. Construction plans are reviewed for compliance with approved investigations and CBC prior to building permit issuance.

7. Elevations on the Property range from 104 feet up to 120 feet North American Vertical Datum of 1988 (NAVD88) above mean sea level. These site elevations are well above projected sea level rise in Newport Bay for the next 75 years and the site is not subjected to other coastal hazards.

8. The Project is required to develop and implement a Stormwater Pollution Prevention Plan ("SWPPP") since the Project involves clearing, grading, and ground disturbance of more than one acre. Pursuant to Section 21.35.030 (Local Coastal Program Implementation Plan, Water Quality Control, Construction Pollution Prevention Plan) of the NBMC, when a SWPPP is required, a Construction Pollution Prevention Plan ("CPPP") is required to implement temporary Best Management Practices ("BMP") during construction to minimize erosion and sedimentation and to minimize pollution of runoff and coastal waters derived from construction chemicals and materials. A CPPP has been prepared and will be reviewed by the City's Engineer Geologist prior to issuance of grading/building permits for site grading. Construction plans and activities will be required to adhere to the approved CPPP/SWPPP.

9. A Water Quality and Hydrology Plan ("WQHP") is required Pursuant to Section

21.35.050 (Local Coastal Program Implementation Plan, Water Quality Control, Water Quality and Hydrology Plan) of the NBMC since the Project is considered a development of water quality concern and includes the development of five dwelling units, more than 10,000 square feet of impervious surface area, and a parking area in excess of 5,000 square feet. The WQHP/WQMP will be reviewed 15-28

Resolution No. 2022-66

and approved by the City's Engineer Geologist prior to the issuance of building permits for site grading. The WQHP/WQMP includes a polluted runoff and hydrologic site characterization, a description of site design BMP, and documentation of the expected effectiveness of the proposed BMP. Construction plans will be reviewed for compliance with the approved WQHP/WQMP prior to building permit issuance.

10. An Analysis of the Fiscal and Economic Impacts was prepared on August 29, 2022, by Kosmont Companies to analyze the construction of new visitor accommodations in the coastal zone in accordance with Section 21.48.025 (Local Coastal Program Implementation Plan, Standards for Specific Land Uses, Visitor Accommodations) of the NBMC. The report provides a feasibility analysis stating that the anticipated average daily room rate for all 41 rooms is approximately $920 and the statewide average daily room rate is $205.69. Therefore, the proposed accommodations are not considered lower cost accommodations. The report considers the specific location of the Property as an inappropriate location for low cost accommodations. Additionally, low cost accommodations are not feasible due to prohibitive land and construction costs. The Property does not currently provide accommodations of any kind and implementation of the Project would not impact low-cost accommodations. While the Project does not include any lower cost rooms, and the Local Coastal Program Implementation Plan defines it as an impact, there is no impact on the provision of lower -cost visitor accommodations in the Coastal Zone. The Project features larger guest facilities to accommodate a higher occupancy per room, kitchens in a majority of the hotel rooms, and separate living rooms with sofa beds, all which offset higher costs of accommodations.

Finding of Consistency with Section 21.52.015(F)(2):

Conforms with the public access and public recreation policies of Chapter 3 of the Coastal Act if the project is located between the nearest public road and the sea or shoreline of any body of water located within the coastal zone.

Facts in Support of Findina of Consistencv with Section 21.52.015(F)(2):

1. The Property is not located between the nearest public road and the sea or shoreline. The Property will not affect the public's ability to gain access to, use, and/or view the coast and nearby recreational facilities. Vertical access to Newport Bay is available via existing public access at 1601 Bayside Drive, which is located approximately 1,600 feet southwest of the subject property. 15-29

Resolution No. 2022-66

2. Coastal Land Use Plan, Policy 4.4.1-6 and Figure 4-3 (Coastal Views) identify the closest public view road as Newport Center Drive, located approximately 170 feet east of the Property and the closest public viewpoint as Irvine Terrace Park, located 525 feet south of the Property. Coastal views from these view corridors and viewpoints are directed toward the Newport Bay and the Pacific Ocean. Since the Property is located to the north of Irvine Terrace Park, the Project will not affect coastal views due to its orientation. From Newport Center Drive, there is a zero to 40-foot grade difference to the project area below. The maximum height allowed in PC-47 is 50 feet for the attached condominium lofts, 39 feet for the two single- family villas, 30 feet for the tennis clubhouse, and 31 feet for the hotel rooms.

Therefore, the majority of the Project would sit below the existing grade elevations along Newport Center Drive, minimizing the visibility of the project site and would not obstruct public coastal views. During construction, construction equipment would be obscured by vegetation and the grade differential so it would not obstruct coastal views from motorists traveling along Newport Center Drive. The Project will not impact coastal views.

Section 7: On January 24, 2012, the City Council approved Tentative Vesting Tract Map No. 15347, which authorized the creation of seven separate lots for the tennis club, five single-family residences, and 27 hotel rooms, and lettered lots for common areas and a private street. The Applicant proposes an amendment to the vesting tentative tract map to accommodate the Project, which consists of two single -unit residential dwellings, three residential condominiums, 41 hotel rooms, a tennis clubhouse, their common open space areas and a private street to support the proposed uses. The TVMA reflects the combination of two previously divided lots which were intended for two detached single-family residences. This results in the elimination of one lot for a total of six separate lots. No changes to the lots created for common areas and a private street are proposed. The map of the VTMA has also been modified to include residential condominium portion of the Project.

In accordance with Section 19.12.070 (Subdivisions, Tentative Map Review, Required Findings for Action on Tentative Maps) the following findings and facts in support of Tentative Vesting Tract Map Amendment No. NT2005-003 are set forth as follows:

Findina of Consistencv with Section 19.12.070(A)(1):

That the proposed map and the design or improvements of the subdivision are consistent with the General Plan and any applicable specific plan, and with applicable provisions of the Subdivision Map Act and this Subdivision Code.
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Resolution No. 2022-66

Facts in Support of Finding of Consistency with Section 19.12.070(A)(1):

1. The Project is consistent with the MU-H3/PR General Plan designation of the Property.

2. The Public Works Department has reviewed the proposed revisions to the approved vesting tentative tract map and determined it is consistent with the Title 19 (Subdivisions) of the NBMC and applicable requirements of the Subdivision Map Act set forth in California Government Code Section 664410 et seq.

3. Conditions of approval have been included to ensure compliance with Title 19 (Subdivisions) of the NBMC.

Finding of Consistency with Section 19.12.070(A)(2):

That the site is physically suitable for the type and density of development.

Facts in Support of Finding of Consistency with Section 19.12.070(A)(2):

1. The Property is entirely developed and does not support any environmental resources.

2. The Property is located in the Newport Center and Fashion Island area. The Property is currently improved with a private tennis club. Given its location, this site is ideal for the development of a recreation and mixed -use project as allowed by the General Plan Land Use Element.

Finding of Consistency with Section 19.12.070(A)(3):

That the design of the subdivision or the proposed improvements will not cause substantial environmental damage nor substantially and avoidably injure fish or wildlife or their habitat. Notwithstanding the foregoing, the decision -making body may nevertheless approve such a subdivision if an environmental impact report was prepared for the project and a finding was made pursuant to Section 21081 of the California Environmental Quality Act that specific economic, social, or other considerations make infeasible the mitigation measures or project alternatives identified in the environmental impact report. 15-31

Resolution No. 2022-66

Fact in Support of Finding of Consistency with Section 19.12.070(A)(3):

An Addendum to the MND has been prepared and concludes that no significant environmental impacts will result from the Project in accordance with the proposed subdivision map revision.

Finding of Consistency with Section 19.12.070(A)(4):

That the design of the subdivision or the type of improvements is not likely to cause serious public health problems.

Facts in Support of Finding of Consistency with Section 19.12.070(A)(4):

1. The VTMA is required for the subdivision of parcels in order to accommodate the development of the tennis club and courts, two single -unit residential dwellings, and 41 hotel rooms on the Property. All construction for the project will comply with all Building, Public Works, and Fire Codes, which are in place to prevent serious public health problems. Public improvements will be required of the developer per Section 19.28.010 of the NBMC and Section 66411 of the Subdivision Map Act.

Compliance with all ordinances of the City and all conditions of approval for the Project will ensure that the Project will not cause any serious health problems.

2. All mitigation measures will be implemented as outlined in the Addendum to the MND to ensure the protection of the public health.

3. No evidence is known to exist that would indicate that the planned subdivision pattern will generate any serious public health problems.

Finding of Consistency with Section 19.12.070(A)(5):

That the design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the decision -making body may approve a map if it finds that alternate easements, for access or for use, will be provided and that these easements will be substantially equivalent to easements previously acquired by the public. This finding shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to the City Council to determine that the public at large has acquired easements for access through or use of property within a subdivision.
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Resolution No. 2022-66

Facts in Support of Finding of Consistency with Section 19.12.070(A)(5):

1. The design of the Project will not conflict with any easements acquired by the public at large for access through or use of property within the Property.

2. An easement through the Property will be retained by the City to sewer and utilities purposes.

3. No other public easements for access through or use of the Property have been retained for use by the public at large.

Finding of Consistency with Section 19.12.070(A)(6):

That, subject to the detailed provisions of Section 66474.4 of the Subdivision Map Act, if the land is subject to a contract entered into pursuant to the California Land Conservation Act of 1965 (Williamson Act), the resulting parcels following a subdivision of the land would not be too small to sustain their agricultural use or the subdivision will result in residential development incidental to the commercial agricultural use of the land.

Fact in Support of Finding of Consistency with Section 19.12.070(A)(6):

The Property is not subject to the Williamson Act since the Property is not considered an agricultural preserve and is less than 100 acres.

Finding of Consistency with Section 19.12.070(A)(7):

That, in the case of a "land project" as defined in Section 11000.5 of the California Business and Professions Code: (a) there is an adopted specific plan for the area to be included within the land project; and (b) the decision -making body finds that the proposed land project is consistent with the specific plan for the area.

Facts in Support of Finding of Consistency with Section 19.12.070(A)(7):

1. The Property is not a "land project" as defined in Section 11000.5 of the California Business and Professions Code.

2. The Property is not located within a specific plan area. 15-33

Resolution No. 2022-66

Findina of Consistencv with Section 19.12.070(A)(8):

That solar access and passive heating and cooling design requirements have been satisfied in accordance with Sections 66473.1 and 66475.3 of the Subdivision Map Act.

Facts in Support of Finding of Consistency with Section 19.12.070(A)(8):

The VTMA and improvements are subject to Title 24 of the California Code of Regulations ("California Building Standards Code") that requires new construction to meet minimum heating and cooling efficiency standards depending on location and climate. The Newport Beach Building Division enforces the California Building Standards Code and will ensure compliance through the plan check and inspection process.

Finding of Consistency with Section 19.12.070(A)(9):

That the subdivision is consistent with Section 66412.3 of the Subdivision Map Act and Section 65584 of the California Government Code regarding the City's share of the regional housing need and that it balances the housing needs of the region against the public service needs of the City's residents and available fiscal and environmental resources.

Facts in Support of Finding of Consistency with Section 19.12.070(A)(9):

1. The proposed amendment to Vesting Tentative Tract Map is consistent with Section 66412.3 of the Subdivision Map Act and Section 65584 of the California Government Code regarding the City's share of the regional housing need. The Project does not involve the elimination of residential rooms and therefore will not affect the City's ability to meet its share of housing needs.

2. Public services are available to serve the Project and the Addendum to the MND prepared for the Project indicates that the Project's potential environmental impacts are properly mitigated.

Finding of Consistency with Section 19.12.070(A)(10):

That the discharge of waste from the proposed subdivision into the existing sewer system will not result in a violation of existing requirements prescribed by the Regional Water Quality Control Board.

Facts in Support of Finding of Consistency with Section 19.12.070(A)(10):
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Resolution No. 2022-66

1. Waste discharge into the existing sewer system will be not violate Regional Water Quality Control Board ("RWQCB") requirements.

2. Sewer connections have been conditioned to be installed per City Standards, the applicable provisions of Chapter 14.24 (Sewer Connection, Permits), and the latest revision of the Uniform Plumbing Code.

Finding of Consistency with Section 19.12.070(A)(11):

For subdivisions lying partly or wholly within the coastal zone, that the subdivision conforms with the certified Local Coastal Program and, where applicable, with public access and recreation policies of Chapter Three of the Coastal Act.

Facts in Support of Finding of Consistency with Section 19.12.070(A)(11):

1. The Property is located in the coastal zone and subject to a coastal development permit.

2. The Property does not have access to any beaches, shoreline, coastal waters, tidelands, coastal parks or trails.

3. Facts in Support of Finding of Consistency with Sections 19.12.070(A)(5) and (A)(6) are hereby incorporated by reference.

Section 8: In accordance with Section 20.52.040 (Planning and Zoning, Permit Review Procedures, Limited Term Permits) the following findings and facts in support of Amendment to Limited Term Permit XP2011-004 are set forth as follows:

Finding of Consistency with Section 20.52.040(G)(1):

The operation of the limited duration use at the location proposed and within the time period specified would not be detrimental to the harmonious and orderly growth of the City, nor endanger, jeopardize, or otherwise constitute a hazard to the public convenience, health, interest, safety, or general welfare of persons residing or working in the neighborhood of the requested limited duration use.
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Resolution No. 2022-66

Facts in Support of Finding of Consistency with Section 20.52.040(G)(1):

1. The limited term permit will allow two temporary modular trailers and portable toilets. Both modular trailers are approximately 33 feet long and 13 feet wide. One modular trailer is proposed to be used as a construction office located at the southwest portion of the Property and will be staged at this location through the entire duration of the Project. The second modular office is proposed to be used as a temporary office for tennis club operations and will be located on the easterly portion of the Property through the construction phase of the project (approximately 16 months after construction begins). The portable toilets are proposed to serve the temporary tennis club office and located nearby.

2. The operation of the temporary modular trailers is proposed to exceed 90 days from the date of the permit. The construction office is proposed to be staged for the duration of all construction activities, which is estimated to be approximately 20 months. The tennis club office is proposed to be staged for approximately 16 months, and will be removed upon completion of the Project.

Finding of Consistency with Section 20.52.040(G)(2):

The subject lot is adequate in size and shape to accommodate the limited duration use without material detriment to the use and enjoyment of other properties located adjacent to and in the vicinity of the lot.

Fact in Support of Finding of Consistency with Section 20.52.040(G)(2):

The Property is approximately seven acres in size. Based on the construction phasing plan, there is adequate area to accommodate the proposed modular trailers and portable toilets throughout the various phases of construction. The construction trailer will be located within an area which is fenced off from public view and access.

Finding of Consistency with Section 20.52.040(G)(3):

The subject lot is adequately served by streets or highways having sufficient width and improvements to accommodate the kind and quantity of traffic that the limited duration use would or could reasonably be expected to generate.
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Resolution No. 2022-66

Facts in Support of Finding of Consistency with Section 20.52.040(G)(3):

1. The Property has an existing parking lot with two entrances currently taken from Clubhouse Drive, which has a westerly outlet to East Coast Highway and an easterly outlet to Granville Drive and Newport Center Drive.

2. During the various phases of construction, the easterly entrance to the parking lot will remain available to the public for parking and will provide direct access for the modular office trailer and portable toilets, while the westerly entrance will be for construction access only. The construction trailer is intended for construction use only and not for the public. There are no traffic issues anticipated.

Finding of Consistency with Section 20.52.040(G)(4):

Adequate temporary parking to accommodate vehicular traffic to be generated by the limited duration use would be available either on -site or at alternate locations acceptable to the Zoning Administrator.

Facts in Support of Finding of Consistency with Section 20.52.040(G)(4):

1. The proposed trailers will not create additional parking demand since it will be utilized as offices for construction activities and employees displaced during the renovation of the tennis clubhouse.

2. A portion of the existing parking lot will remain, with access available on the easterly side of the lot from Granville Drive and Newport Center Drive. The remaining parking lot provides adequate parking for employees and members of the tennis club.

Finding of Consistency with Section 20.52.040(G)(5):

The limited duration use is consistent with all applicable provisions of the General Plan, any applicable specific plan, the Municipal Code, and other City regulations.

Facts in Support of Finding of Consistency with Section 20.52.040(G)(5):

1. The temporary trailers are conditioned to comply with all applicable provisions of the General Plan, Municipal Code, and other City regulations.

2. The Property is not located within a specific plan area. 15-37

Resolution No. 2022-66

Section 9: The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution.

Section 10: If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The City Council hereby declares that it would have passed this resolution, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.

Section 11: An Addendum to Mitigated Negative Declaration No. ND2010-008 (MND) was prepared for the Project in compliance with the California Environmental Quality Act ("CEQA") set forth in California Public Resources Code Section 2100 et seq.; CEQA's implementing regulations set forth in CCR Title 14, Division 6 Chapter 3 ("CEQA Guidelines") and City Council Policy K-3 (Implementation Procedures for the California Environmental Quality Act) to ensure that the Project will not result in new or increased environmental impacts. On the basis of the MND and entire environmental review record, the additional tennis court, hotel rooms, 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, the City Council adopted Resolution No. 2022- thereby adopting an addendum to the previously adopted MND. Resolution 2022- including all findings contained therein, is hereby incorporated by reference. 15-38

Resolution No. 2022-66

Section 12: This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution.

ADOPTED this 25th day of October, 2022.

ATTEST:

Leilani I. Brown
City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY'S OFFICE
Aaro E.

Harp
City torney
Attachment(s):

Kevin Muldoon
Mayor
Exhibit "A" - General Plan Amendment for the Tennis Club at Newport Beach
Exhibit "B" - Conditions of Approval for the Tennis Club at Newport Beach
15-39

EXHIBIT "A"

GENERAL PLAN AMENDMENT FOR THE TENNIS CLUB AT NEWPORT BEACH 15-40

Anomaly
Number
Statistical
Area
Land Use
Designation
Development
Limit (sf)
Development
Limit (Other)
Additional Information
46 L1
MU-H3/PR
3,725
8 Tennis Courts
Residential permitted in
accordance with MU-
H3
41 Hotel
Rooms*
*27 rooms converted
from 17 tennis courts
per Council Resolution
2012-10 and 14 rooms
per General Plan
Amendment PA2022-
260
15-41

EXHIBIT "B"

CONDITIONS OF APPROVAL FOR THE TENNIS CLUB AT NEWPORT BEACH (Project -specific conditions are in italics)
Planning Division

1. The project shall be in substantial conformance with the approved site plan, floor plans and building elevations stamped and dated with the date of this approval (except as modified by applicable conditions of approval).

2. The project is subject to compliance with all applicable submittals approved by the City of Newport Beach ("City") and all applicable City ordinances, policies, and standards, unless specifically waived or modified by the conditions of approval.

3. Notwithstanding the legislative actions (ie. General Plan Amendment, Planned Community Development Plan, and Local Coastal Program Amendment) activities reviewed under Planning Activity No. PA2021-260 shall expire unless exercised within 24 months from the date of approval as specified in Section 20.54.060 of the Newport Beach Municipal Code, unless an extension is otherwise granted by the City for a period of time provided for in the Development Agreement pursuant to the provisions of California Government Code Section 66452.6(a).

4. The Vesting Tentative Tract Map Amendment, as reviewed under Planning Activity No. PA2021-260, shall expire in accordance with the Subdivision Code, unless an extension is otherwise granted consistent with the Subdivision Code and Subdivision Map Act. The expiration date shall be extended for the unexpired term of the Second Amendment to Development Agreement between City of Newport Beach and Golf Realty Fund.

5. The project shall consist of the followings:
a. Tennis Club: A 3,725 square -foot tennis clubhouse and eight (8) tennis courts; b. Hotel: Forty-one (41) hotel rooms of 47,484 square feet, a 2,200 square -foot concierge and guest meeting facility, a 7,500 square -foot spalfitness center, and 4,686 square feet of ancillary uses; and
c. Residential: two (2) single-family units and three (3) condominium units

6. Pickleball courts shall not be permitted after the issuance of a Certificate of Occupancy for the Tennis Clubhouse and Spa and Fitness Center unless the property owner and/or picklebali facility operator follows any and all City of Newport Beach General Plan, Municipal Code, or other applicable requirements in order to continue the use of pickleball courts.
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7. The project shall be subject to all applicable development standards prescribed in Planned Community Development Plan Amendment, as reviewed under Planning Activity No. PA2021-260, for the Tennis Club site, such as but not limited to, building height, building setbacks, parking, lighting, sign standards, etc.

8. Upon the effective date of Local Coastal Program Implementation Plan Amendment, as reviewed under Planning Activity No. PA2021-260, Site Development Permit No. SD2011-002, Limited Term Permit No. XP2011-004, and Vesting Tentative Map No. NT2005-003, approved for the Approved Project, shall be deemed of no further force.

9. The temporary modular building to accommodate on -going tennis club operation during the construction of new tennis clubhouse shall be located on the existing tennis courts, shall not interfere with the construction activities or parking, and shall be removed from the project site upon completion/occupancy of the new clubhouse.

10. Prior to the issuance of a building permit, the applicant shall pay all applicable development fees (i.e. school, park in -lieu, transportation corridor agency), unless otherwise addressed separately in the Development Agreement.

11. Prior to recordation of the Final Tract Map and the issuance of building permits, the Final Tract Map shall be signed by all of the current record owners of the property, which presently include: (1) Elliot Feuerstein as Managing Member of Mesa Shopping Center -West LLC; (2) Elliot Feuerstein as Managing Member of Mesa Shopping Center -East LLC; (3) Irving Chase as General Partner of Fainbarg Ill L.P.; and (4) Robert O Hill as Executive Director of Golf Realty Fund LP.

12. Any substantial change to the approved plans, shall require an amendment to all non -legislative activities reviewed under Planning Activity No. PA2021-260, or the processing of new permits.

13. This Site Development Review, Coastal Development Permit, and Limited Term Permit may be modified or revoked by the City Council or Planning Commission should they determine that the proposed development, uses, and/or conditions under which it is being operated or maintained is detrimental to the public health, welfare or materially injurious to property or improvements in the vicinity or if the property is operated or maintained so as to constitute a public nuisance.

14. A copy of the Resolution, including conditions of approval Exhibit "F" shall be incorporated into the Building Division and field sets of plans prior to issuance of the building permits.

15. Prior to the issuance of a building permit, the applicant shall submit to the Planning Division an additional copy of the approved architectural plans for inclusion in the Site Development Review file. The plans shall be identical to those approved by 15-43

all City departments for building permit issuance. The approved copy shall include architectural sheets only and shall be reduced in size to 11 inches by 17 inches.

The plans shall accurately depict the elements approved by this Site Development Review and shall highlight the approved elements such that they are readily discernible from other elements of the plans.

16. Prior to the issuance of a building permit, the applicant shall submit a landscape and irrigation plan prepared by a licensed landscape architect. These plans shall incorporate drought tolerant plantings and water efficient irrigation practices, and the plans shall be approved by the Planning Division.

17. All landscape materials and irrigation systems shall be maintained in accordance with the approved landscape plan. All landscaped areas shall be maintained in a healthy and growing condition and shall receive regular pruning, fertilizing, mowing and trimming. All landscaped areas shall be kept free of weeds and debris. All irrigation systems shall be kept operable, including adjustments, replacements, repairs, and cleaning as part of regular maintenance.

18. Prior to the final of issuance of a certificate of occupancy, the applicant shall schedule an inspection by the Planning Division to confirm that all landscaping was installed in accordance with the approved plan.

19. Prior to the issuance of a building permit, the applicant shall prepare photometric study in conjunction with a final lighting plan for approval by the Planning Division.

The survey shall show that lighting values are "l" or less at all property lines.

20. Lighting shall be in compliance with applicable standards of Planned Community Development Plan Amendment, as reviewed under Planning Activity No. PA2021- 260 and Section 20.30.070 of the Newport Beach Municipal Code. Exterior on -site lighting shall be shielded and confined within site boundaries. No direct rays or glare are permitted to shine onto public streets or adjacent sites or create a public nuisance. "Walpak" and up -lighting type fixtures are not permitted. Parking area lighting shall have zero cut-off fixtures.

21. The entire project shall not be excessively illuminated based on the outdoor lighting standards contained within Section 20.30.070 of the Newport Beach Municipal Code, or, if in the opinion of the Community Development Director, the illumination creates an unacceptable negative impact on surrounding land uses or environmental resources. The Community Development Director may order the dimming of light sources or other remediation upon finding that the site is excessively illuminated.

22. Prior to the final of issuance of a certificate of occupancy or final of building permits for each component of the project (i.e. residential, hotel, or tennis club) the applicant shall schedule an evening inspection by the Code Enforcement Division to confirm control of all lighting sources.
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23. Prior to the issuance of a building permit, the applicant shall pay any unpaid administrative costs associated with the processing of this application to the Planning Division.

24. All noise generated by the proposed use shall comply with the provisions of Chapter 10.26 and other applicable noise control requirements of the Newport Beach Municipal Code. The maximum noise shall be limited to no more than depicted below for the specified time periods unless the ambient noise level is higher:

Between the hours of 7:OOAM
and 10:00PM
Between the hours of
10:OOPM and 7.00AM
Location
Interior
Exterior
Interior
Exterior
Residential Property
45dBA
55dBA
40dBA
50dBA
Residential Property located within
100 feet of a commercial property
45dBA
60dBA
45dBA
50dBA
Mixed Use Property
45dBA
60dBA
45dBA
50dBA
Commercial Property
N/A
65dBA
N/A
60dBA

25. The construction and equipment staging area for each phase of the project shall be located in the least visually prominent area on the site and shall be properly maintained and/or screened to minimize potential unsightly conditions.

26. A screen and security fence that is a minimum of six feet high shall be placed around the construction site during construction for each phase of the project.

27. Construction equipment and materials shall be properly stored on the site when not in use for each phase of the project.

28. Should the property be sold or otherwise come under different ownership, any future owners or assignees shall be notified of the conditions of this approval by either the current business owner, property owner or the leasing agent.

29. Construction activities shall comply with Section 10.28.040 of the Newport Beach Municipal Code, which restricts hours of noise -generating construction activities that produce noise to between the hours of 7.-00 a.m. and 6:30 p.m., Monday through Friday, and 8:00 a.m. and 6:00 p.m. on Saturday. Noise -generating construction activities are not allowed on Sundays or Holidays.

30. Deliveries and refuse collection for the facility shall be prohibited between the hours of 10:00 p.m. and 7:00 a.m. on weekdays and Saturdays and between the hours of 10:00 p.m. and 9:00 a.m. on Sundays and Federal holidays, unless otherwise approved by the Director of Community Development.

31. A Special Events Permit is required for any event or promotional activity outside the normal operational characteristics of the approved use, as conditioned, or that would attract large crowds, involve the sale of alcoholic beverages, include any 15-45

form of on -site media broadcast, or any other activities as specified in the Newport Beach Municipal Code to require such permits.

32. All proposed signs shall be in conformance with the provision of the Planned Community Development Plan Amendment, as reviewed under Planning Activity No.

PA2021-260, and Chapter 20.42 of the Newport Beach Municipal Code and shall be reviewed and approved by the City Tragic Engineer if located adjacent to the vehicular ingress and egress.

33. The final location of the signs shall be reviewed by the City Traffic Engineer and shall conform to City Standard 110-L to ensure that adequate vehicular sight distance is provided.

34. To the fullest extent permitted by law, applicant shall indemnify, defend and hold harmless City, its City Council, its boards and commissions, officials, officers, employees, and agents from and against any and all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever which may arise from or in any manner relate (directly or indirectly) to City's approval of The Tennis at Newport Beach Project Amendment including, but not limited to, General Plan Amendment, Local Coastal Land Use Plan Amendment, Planned Community Development Plan Amendment, Amendment to Major Site Development Review No. SD2011-002, Amendment to Coastal Development Permit No.

CD2017-039, Amendment to Vesting Tentative Tract Map No. NT2005-003, Amendment to Limited Term Permit No. XP2011-004, & Second Amendment to Development Agreement No. DA2008-001(PA2021-260). This indemnification shall include, but not be limited to, damages awarded against the City, if any, costs of suit, attorneys' fees, and other expenses incurred in connection with such claim, action, causes of action, suit or proceeding whether incurred by applicant, City, and/or the parties initiating or bringing such proceeding. The applicant shall indemnify the City for all of City's costs, attorneys' fees, and damages which City incurs in enforcing the indemnification provisions set forth in this condition. The applicant shall pay to the City upon demand any amount owed to the City pursuant to the indemnification requirements prescribed in this condition.

Fire Department

35. An automatic fire sprinkler system shall be required for the residential and hotel components of the project.

36. A fire alarm system shall be required for the hotel component of the project.

37. A Fire Master Plan shall be submitted to the Fire Prevention Division for approval.

The plan shall include information on the following (but not limited to) subjects: fire department vehicle access to the project site, secondary emergency vehicle 15-46

access, firefighter access (hose pull) around structures, fire lane identification, location of fire hydrants and other fire department appliances, and the location and type of gates or barriers that restrict ingress/egress.

38. All portions of the perimeter of all structures shall be located within 150' of a fire lane as measured along an approved route. A portion of the proposed structure exceeding this distance is considered "out of access" and shall be corrected during plan check review by one of the following methods:
a. Provide additional fire lanes to bring the entire structure "in access", or b. Propose an alternate form of mitigation via the Alternate Methods and Materials provisions of the fire code for the Fire Marshal's review. There is no guarantee that the Alternate Methods and Materials proposal will be approved as proposed.

39. Fire department access roads shall comply with Newport Beach Fire Guidelines C.01 and C.02.

40. Approved fire apparatus access roads shall be provided for every facility, building or portion of a building hereafter constructed or moved into or within the jurisdiction. The fire apparatus access road shall comply with the requirements of this section and shall extend to within 150 feet (45 720 mm) of all portions of the facility and all portions of the exterior walls of the first story of the building as measured by an approved route around the exterior of the building or facility.

41. An approved water supply capable of supplying the required fire flow for fire protection shall be provided to the premises. Fire -flow requirements for buildings or portions of buildings and facilities shall be determined by Appendix B of the 2019 California Fire Code.

42. Fire hydrants shall be spaced along fire department access roads in compliance with the 2019 California Fire Code Appendix C.

43. Where a portion of the facility or building hereafter constructed or moved into or within the jurisdiction is more than 400 feet from a hydrant on a fire apparatus access road, as measured by an approved route around the exterior of the facility or building, on -site fire hydrants and mains shall be provided.

44. Additional facilities or changes to the current facilities shall require submitted plans to the Newport Beach Fire Prevention Division for all changes, additions and modifications to existing or new fire protection systems.

45. The use or storage of portable propane heaters shall be prohibited. Heaters for future outdoor areas shall be fixed and plumbed with natural gas. 15-47

46. All fire hydrants and fire access road shall be installed and approved by the Fire Department prior to the delivery of combustible material on site.

Building Division

47. Pursuant to CBC Chapter 1, Division 1.9, all temporary construction trailers, modular office buildings, and safe pedestrian passageways around the construction sites shall be disabled accessible.

48. All temporary modular office buildings shall be approved by the State of California for the proposed use.

49. Foundations for temporary construction trailers and modular office buildings shall be designed to provide anchorage for these structures against seismic and wind loads; and provided with temporary utility connections.

50. The applicant is required to obtain all applicable permits from the City's Building Division and Fire Department. The construction plans must comply with the most recent, City -adopted version of the California Building Code. The construction plans must meet all applicable State Disabilities Access requirements. Approval from the Orange County Health Department is required prior to the issuance of a building permit.

51. The applicant shall employ the following best available control measures ("BACMs") to reduce construction -related air quality impacts:

Dust Control
• Water all active construction areas at least twice daily. • Cover all haul trucks or maintain at least two feet of freeboard. • Pave or apply water four times daily to all unpaved parking or staging areas.
• Sweep or wash any site access points within two hours of any visible dirt deposits on any public roadway.
• Cover or water twice daily any on -site stockpiles of debris, dirt or other dusty material.
• Suspend all operations on any unpaved surface if winds exceed 25 mph.

Emissions
Require 90-day low-NOx tune-ups for off road equipment.

Limit allowable idling to 30 minutes for trucks and heavy equipment. 15-48

Off -Site Impacts
• Encourage car-pooling for construction workers.
• Limit lane closures to off-peak travel periods.
• Park construction vehicles off traveled roadways.
• Wet down or cover dirt hauled off -site.
• Sweep access points daily.
• Encourage receipt of materials during non -peak traffic hours. • Sandbag construction sites for erosion control.

Fill Placement
The number and type of equipment for dirt pushing will be limited on any day to ensure that SCAQMD significance thresholds are not exceeded.

Maintain and utilize a continuous water application system during earth placement and compaction to achieve a 10 percent (10%) soil moisture content in the top six-inch surface layer, subject to review/discretion of the geotechnical engineer.

52. Prior to the issuance of a grading permit, a Storm Water Pollution Prevention Plan (SWPPP) and Notice of Intent (NOI) to comply with the General Permit for Construction Activities shall be prepared, submitted to the State Water Quality Control Board for approval and made part of the construction program. The project applicant will provide the City with a copy of the NOI and their application check as proof of filing with the State Water Quality Control Board. This plan will detail measures and practices that will be in effect during construction to minimize the project's impact on water quality.

53. Prior to the issuance of a grading permit, the applicant shall prepare and submit a Water Quality Management Plan (WQMP) for the proposed project, subject to the approval of the Building Division and Code and Water Quality Enforcement Division. The WQMP shall provide appropriate Best Management Practices (BMPs) to ensure that no violations of water quality standards or waste discharge requirements occur, and must show amount of stormwater retained prior to going into the proprietary filtration system.

54. A list of "good housekeeping" practices will be incorporated into the long-term post - construction operation of the site to minimize the likelihood that pollutants will be used, stored or spilled on the site that could impair water quality. These may include frequent parking area vacuum truck sweeping, removal of wastes or spills, limited use of harmful fertilizers or pesticides, and the diversion of storm water 15-49

away from potential sources of pollution (e.g., trash receptacles and parking structures). The Stage 2 WQMP shall list and describe all structural and non- structural BMPs. In addition, the WQMP must also identify the entity responsible for the long-term inspection, maintenance, and funding for all structural (and if applicable Treatment Control) BMPs.

Public Works Department

55. The Final Tract Map shall be legible, scaled, dimensioned, and complete with all necessary pertinent information and details such as easement limits and descriptions; annotated lot lines, centerlines, and boundary lines; signature certificates; curve and line tables; etc.

56. The Final Tract Map shall be prepared on the California coordinate system (NAD88). Prior to Map recordation, the surveyor/engineer preparing the Map shall submit to the County Surveyor and the City of Newport Beach a digital -graphic file of said Map in a manner described in the Orange County Subdivision Code and Orange County Subdivision Manual. The Final Tract Map to be submitted to the City of Newport Beach shall comply with the City°s CADD Standards.

Scanned images will not be accepted.

57. Prior to recordation, the Final Map boundary shall be tied onto the Horizontal Control System established by the County Surveyor in a manner described in Sections 7-9-330 and 7-9-337 of the Orange County Subdivision Code and Orange County Subdivision Manual, Subarticle 18. Monuments (one -inch iron pipe with tag) shall be set On Each Lot Corner unless otherwise approved by the City Engineer. Monuments shall be protected in place if installed prior to completion of construction project.

58. A hydrology and hydraulic study and a master plan of water, sewer and storm drain facilities for the on -site improvements shall be prepared by the applicant and approved by the Public Works Department prior to Final Tract Map recordation.

59. Easements for public emergency and security ingress/egress, weekly refuse service, and public utility purposes on all private streets shall be dedicated to the City.

60. No structures shall be constructed within the limits of any utility easements.

61. All easements shall be recorded as a part of the Final Tract Map.

62. All applicable fees shall be paid prior to the City approval of the Final Tract Map.

63. Construction surety in a form acceptable to the City, guaranteeing the completion of the various required public improvements, shall be submitted to the Public Works Department prior to the City approval of the Final Tract Map. 15-50

64. Street, drainage and utility improvements shall be submitted on City standard improvement plan formats. All plan sheets shall be sealed and signed by the California licensed professionals responsible for the designs shown on the Plans.

65. All improvements shall be designed and constructed in accordance with the current edition of the City Design Criteria, Standard Special Provisions, and Standard Drawings.

66. All storm drains and sanitary sewer mains shall be installed with MacWrap.

67. All runoff discharges shall comply with the City's water quality and on -site non - storm runoff retention requirements.

68. New concrete sidewalks, curbs, gutters, curb disabled access ramps, roadway pavement, traffic detector loops, traffic signal devices, and street trees shall be installed along the development's Coast Highway frontage.

69. Public improvements may be required along the development's Granville Drive frontage upon building permit plan check submittal.

70. All on -site drainage, sanitary sewer, water and electrical systems shall be privately owned, operated, and maintained. The water system shall be owned operate and maintained by the City.

71. All curb return radii shall be 5-feet (5) minimum.

72. Each detached residential dwelling unit or bungalow building shall be served with an individual water service and sewer lateral connection.

73. All overhead utilities serving the entire proposed development shall be made underground.

74. ADA compliant curb ramps shall be installed within the interior parking area.

75. The intersection of the public streets, internal roadways, and drive aisle shall be designed to provide adequate sight distance per City of Newport Beach Standard Drawing Standard105. Slopes, landscaping, walls, signs, and other obstructions shall be considered in the sight distance requirements. Landscaping within the sight lines (sight cone) shall not exceed 24-inches in height and the monument identification sign must be located outside the line of sight cone. The sight distance may be modified at non -critical locations, subject to approval by the Traffic Engineer.
15-51

76. Any damage to public improvements within the public right-of-way attributable to on- site development may require additional reconstruction within the public right- of-way at the discretion of the Public Works Inspector.

77. The parking lot and vehicular circulation system shall be subject to further review and approval by the City Traffic Engineer. Parking layout shall be per City Standard 805. Parking layout shall be full dimensioned. On -street parking spaces shall be 8 feet wide by 22 feet long. Drive aisles to parking areas shall be 26 feet wide minimum. The one-way drive aisle adjacent to the hotel's concierge office and guest meeting building shall be 14 feet wide minimum with no parking, otherwise the drive aisle shall be widened to accommodate parking.

78. Cul-de-sacs shall comply with City Standards 102 and 103 and shall have a minimum diameter of 80 feet curb to curb.

79. County Sanitation District fees shall be paid prior to the issuance of any building permits.

80. Prior to the issuance of a building permit, a sewer and water demand study shall be submitted for review by the Public Works and Utilities Department.

81. Prior to the commencement of demolition and grading of the project, the applicant shall submit a construction management plan (CMP) to be reviewed and approved by the Community Development Director, City Fire Marshal, and City Traffic Engineer. The plan shall include discussion of project phasing, parking arrangements during construction, anticipated haul routes and construction mitigation. Upon approval of the CMP, the applicant shall be responsible for implementing and complying with the stipulations set forth in the approved CMP.

82. Prior to the issuance of a building permit, a sewer system management plan shall be submitted for review and approval by the Public Works and Utilities Department.

83. Prior to the issuance of a building permit, various water and sewer easement for City mains located on the adjacent properties shall be obtained and conveyed to the City.

84. A storm drain easement on behalf of the project shall be obtained from the adjacent property owner prior to issuance of a building permit. Provide documentation of said easement.

85. The City sewer manhole located within 1600 East Coast Highway shall be relocated to an area outside of the landscape and parking stalls. The manhole location shall be accessible at all time. A new sewer easement shall be provided for the sewer manhole and sewer main within the 1600 East Coast Highway property.
15-52

86. The public sewer connection to the OCSD main shall utilize the existing OCSD manhole located within East Coast Highway unless otherwise approved by OCSD and the City. Final design shall be approved by OCSD and the City.

87. The existing private sewer main from the proposed point of connection to the City's manhole located near East Coast Highway shall be video inspected and any damage repaired prior.

88. Utility easements shall be provided for all City water meters, fire hydrants, valves and back flow devices.
15-53

Attachment C
Resolution No. 2022-67
15-54

RESOLUTION NO. 2022-67

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF NEWPORT BEACH, CALIFORNIA, AUTHORIZING

SUBMITTAL OF A LOCAL COASTAL PROGRAM

AMENDMENT TO THE CALIFORNIA COASTAL

COMMISSION TO AMEND THE NEWPORT BEACH

COUNTRY CLUB PLANNED COMMUNITY
DEVELOPMENT PLAN (PC-47) FOR THE TENNIS CLUB
LOCATED AT 1602 EAST COAST HIGHWAY (PA2021-
260)
WHEREAS, 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; WHEREAS, the California Coastal Commission effectively certified the City's Local Coastal Program 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 Newport Beach Municipal Code ("NBMC") whereby the City assumed coastal development permit -issuing authority as of January 30, 2017; WHEREAS, in 2012, the City Council approved an application by Golf Realty Fund, Managing Owner ("Applicant") for the reconstruction of the 3,725-square-foot tennis clubhouse, a reduction of tennis courts from 24 to seven courts, construction of a 27-room boutique hotel with 9,700 square feet of ancillary uses, five single-family residential units, and a development agreement for the property ("2012 Entitlements") located at 1602 East Coast Highway, and legally described as Parcels A, B, C, and D of Parcel Map No. 2016- 151 (commonly referred as the "Tennis Club Site" or "Property"); WHEREAS, on November 20, 2018, the Zoning Administrator approved Coastal Development Permit No. CD2017-039, authorizing the redevelopment of the Property consistent with the 2012 Entitlements (2012 Entitlements and Coastal Development Permit No. CD2017-039 are collectively referred to as the "Approved Project"); 15-55

Resolution No. 2022-67

WHEREAS, the Applicant is requesting an amendment to the Approved Project to allow an increase in the number of future tennis courts from seven to eight, an increase in the number of future hotel rooms from 27 to 41, an increase to the gross floor area of ancillary hotel uses by 4,686 square feet, three attached condominium units and two single- family residences in -lieu of five single-family residences, and an amendment to the 2012 Development Agreement to account for the aforementioned changes to the Project along with extending the term of the 2012 Development Agreement for an additional 10 years ("Project");
WHEREAS, the Property is designated Mixed -Use Horizontal 3/Parks and Recreation (MU-H3/PR) by the City of Newport Beach General Plan and is located within the Newport Beach Country Club Planned Community (PC-47) Zoning District; WHEREAS, the Property is designated Mixed -Use Horizontal/Parks and Recreation (MU-H/PR) by the Coastal Land Use Plan and is located within the Newport Beach Country Club Planned Community (PC-47) Coastal Zone District; WHEREAS, the Project includes an amendment to Title 21 (Local Coastal Program Implementation Plan) ("Title 21 ") related to development standards for the Tennis Club site located within the Newport Beach Country Club Planned Community (PC-47), WHEREAS, Title 21 includes specific development standards for the Approved Project and, as a result, an amendment to Title 21 is necessary to revise the development standards listed in Section 21.26.055(S) which specifically refers to the PC-47 development standards of the "Tennis Club," "The Villas," and "The Bungalows"; WHEREAS, pursuant to Section 13515 of the California Code of Regulations Title 14, Division 5.5, Chapter 8 ("Section 13515"), drafts of Local Coastal Program Amendment No. PA2021-260 were made available and a Notice of Availability was distributed on July 29, 2022, at least six weeks prior to the anticipated final action date; WHEREAS, the Planning Commission held a public hearing on September 8, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California, at which time the Planning Commission considered the Project. 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"), Section 13515, and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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; 15-56

Resolution No. 2022-67

WHEREAS, at the hearing, the Planning Commission adopted Resolution No.

PC2022-022 by a unanimous vote (5 ayes, 1 absent, 1 recusal) recommending approval of the Project to the City Council;
WHEREAS, the City Council held a public hearing on September 27, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with the Ralph M. Brown Act, Section 13515, and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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; WHEREAS, at the hearing, the City Council remanded the Project to the Planning Commission on a future date by a majority vote (6 ayes, 1 nays); WHEREAS, at the City Council meeting on October 11, 2022, the City Council adopted a motion for reconsideration of the Project by a majority vote (4 ayes, 3 nays); and
WHEREAS, the City Council held a public hearing on October 25, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with the Ralph M. Brown Act, Section 13515, and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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.

NOW, THEREFORE, the City Council of the City of Newport Beach resolves as follows..

Section 1: The City Council does hereby authorize City staff to submit Local Coastal Program Amendment No. PA2021-260, amending Chapter 21.26.055(S) (Newport Beach Country Club) of Title 21 (Local Coastal Program Implementation Plan) of the NBMC, attached hereto as Exhibit "A," and incorporated herein by reference, to the California Coastal Commission for review and approval.

Section 2: Local Coastal Program Amendment No. PA2021-260 shall not become effective until approval by the California Coastal Commission and adoption, including any modifications suggested by the California Coastal Commission, by resolution(s) and/or ordinance(s) of the City Council of the City of Newport Beach. 15-57

Resolution No. 2022-67

Section 3: The recitals provided in this resolution are true and correct and are incorporated into the operative part of this resolution.

Section 4: If any section, subsection, sentence, clause or phrase of this resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this resolution. The City Council hereby declares that it would have passed this resolution, and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.

Section 5: An Addendum to Mitigated Negative Declaration No. ND2010-008 (MND) was prepared for the Proposed Project in compliance with the California Environmental Quality Act ("CEQA") set forth in California Public Resources Code Section 2100 et seq.; CEQA's implementing regulations set forth in CCR Title 14, Division 6 Chapter 3 ("CEQA Guidelines") and City Council Policy K-3 (Implementation Procedures for the California Environmental Quality Act). On the basis of the MND and entire environmental review record, the additional tennis court, hotel rooms, 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, the City Council adopted Resolution No. 2022- thereby adopting an addendum to the previously adopted MND. Resolution 2022- including all findings contained therein, is hereby incorporated by reference.
15-58

Resolution No. 2022-67

Section 6: This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify the vote adopting the resolution.

ADOPTED this 25th day of October, 2022.

Kevin Muldoon
Mayor
ATTEST:

Leilani I. Brown
City Clerk
APPROVED AS TO FORM:

CITY ATTORNEY'S OFFICE
Aaron/C. Harp
City ttorney
Attachment(s): Exhibit A — Local Coastal Program Amendment No. PA2021-260 Related to Standards of the Tennis Club Property
located within the Newport Beach Country Club
Planned Community (PC-47)
15-59

Exhibit "A"
Local Coastal Program Amendment No. PA2021-260 Related to Standards of the Tennis Club Property located within the Newport Beach Country Club Planned Community (PC-47)
15-60

Exhibit "A"
Local Coastal Program Amendment No. PA2021-260 Related to Standards of the Tennis Club Property located within the Newport Beach Country Club Planned Community (PC-47)
Amend Section 21.26.055.S (Newport Beach Country Club) of Title 21 (Local Coastal Program Implementation Plan) of the Newport Beach Municipal Code to read as follows:

S. Newport Beach Country Club (PC-47).

2. Tennis Club.
a. Density/intensity limit: seven eight (8) tennis courts; and three thousand seven hundred twenty-five (3,725) square foot clubhouse.
b. Height: thirty (30) feet for clubhouse.
c. Parking: bNeRty eight 29` spao thirty-two (32) spaces

3. Residential.
a. Detached Residential (Villas)
L Density/intensity limit: two single-family dwelling units. ii. Development Standards:

Villa Designation
Villa A (TTM Lot #1)
Villa B (TTM Lot #2)
Lot Size
5,000 square feet minimum
Lot Coverage (Maximum)
70%
65%
39 feet, measured in accordance with the Height and Grade Building Height
definition of Section 2.0 General Conditions and
Regulations
Building Side Yard Setbacks
3 feet minimum
Building Front and Rear Yard
5 feet minimum
Setbacks
Enclosed Parking Space for
2 2
Each Unit
Open Guest Parking Space
One space - could be located on the private driveway — No for Each Unit
overhang to the private street/cul-de-sac is allowed
15-61

b. Attached Residential (Condominiums)
i. Density/intensity limit: three (3) attached residential units. ii. Setbacks: five (5) feet from any property line.
iii. Height: forty-six (46) feet (to be located atop of the 2-story hotel buildings).
iv. Parking: three (3) enclosed spaces and one guest space per dwelling unit.
a. Density/Intensity Limit: forty-one (41) short-term guest rental Ufl#6 rooms.

The maximum total allowable gross floor area for the hotel rooms shall be twenty -
eight thousand three hundFed(28 300) forty-seven thousand four hundred eighty-four (47,484) square feet with a two thousand two hundred (2,200) square - foot concierge a+;d 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: . forty-one (41) parking spaces.
15-62

Attachment D
Ordinance No. 2022-19
15-63

ORDINANCE NO. 2022-19

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF NEWPORT BEACH, CALIFORNIA, APPROVING AN

AMENDMENT TO THE NEWPORT BEACH COUNTRY

CLUB PLANNED COMMUNITY DEVELOPMENT PLAN
(PC-47) FOR THE TENNIS CLUB AT NEWPORT BEACH
LOCATED AT 1602 EAST COAST HIGHWAY (PA2021-
260)
WHEREAS, Section 200 of the City of Newport Beach ("City") Charter vests the City Council with the authority to make and enforce all laws, rules, and regulations with respect to municipal affairs subject only to the restrictions and limitations contained in the Charter and the State Constitution, and the power to exercise, or act pursuant to any and all rights, powers and privileges, or procedures granted or prescribed by any law of the State of California;
WHEREAS, in 2012, the City Council approved an application by Golf Realty Fund, Managing Owner ("Applicant") for the reconstruction of the 3,725-square-foot tennis clubhouse, reduction of tennis courts from 24 to seven courts, construction of a 27-room boutique hotel with 9,700 square feet of ancillary uses, five single-family residential units, and a development agreement for the property ("2012 Entitlements") located at 1602 East Coast Highway, and legally described as Parcels A, B, C, and D of Parcel Map No. 2016- 151 (commonly referred as the "Tennis Club Site" or "Property"); WHEREAS, on November 20, 2018, the Zoning Administrator approved Coastal Development Permit No. CD2017-039, authorizing the redevelopment of the Property consistent with the 2012 Entitlements (2012 Entitlements and Coastal Development Permit No. CD2017-039 are collectively referred to as the "Approved Project"); WHEREAS, the Applicant is requesting an amendment to the Approved Project to allow an increase in the number of future tennis courts from seven to eight, an increase in the number of future hotel rooms from 27 to 41, an increase to the gross floor area of ancillary hotel uses by 4,686 square feet, three attached condominium units and two single family residences in -lieu of five single-family residences, and an amendment to the 2012 Development Agreement to account for the aforementioned changes to the Approved Project along with extending the term for an additional 10 years ("Project'); 15-64

Ordinance No. 2022-

WHEREAS, the following approvals are requested or required in order to implement the Project:
• General Plan Amendment ("GPA") — An amendment to Anomaly No. 46 of Table LU2 of the 2006 Newport Beach General Plan Land Use Element to document the conversion of 17 tennis courts to 27 hotel rooms authorized by City Council Resolution No. 2012-10, and the addition of 14 hotel rooms for a total of 41 rooms and one tennis courts for a total of eight tennis courts, • Local Coastal Program Implementation Plan 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 Newport Beach Municipal Code ("NBMC") to modify the permitted uses and development standards allowed on the Property; • 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;
• Major Site Development Permit Amendment ("SDA") — An amendment to the existing site development review in accordance with PC-47 and Section

20.52.080 (Permit Review Procedures, Site Development Reviews) of the NBMC for the construction of the Project;
• Coastal Development Permit Amendment ("CDPA") — A coastal development permit for the demolition of existing structures, further subdivision on the Property, and implementation of the Project;
• Vesting Tentative Tract Map Amendment ("VTMA") — An amendment to Vesting Tentative Tract Map No. 15347 pursuant to Title 19 (Subdivisions) of the NBMC for a lot reduction created for the Approved Project and inclusion of the condominium ownership;
• Limited Term Permit Amendment ("XP") — A limited term permit to allow temporary use of structures during construction on the Property, pursuant to Section 20.52.040 of the NBMC;
15-65

Ordinance No. 2022-

• Development Agreement Amendment ("DA") — A second amendment to the Development Agreement (DA2008-001), between the Applicant and the City, pursuant to Sections 15.45.020(A)(2)(c) (Buildings and Construction, Development Agreements Required, Development Agreement Required) and

15.45.070 (Buildings and Constructions, Development Agreements, Amendment/Cancellation) of the NBMC, which would provide vested rights to develop the Project for an additional 10 years and provide negotiated public benefits to the City; and
• Addendum to previously adopted Mitigated Negative Declaration No. ND2010- 008 (SCH2010091052) ("Addendum") — Pursuant to the California Environmental Quality Act ("CEQA"), the Addendum addresses reasonably foreseeable environmental impacts resulting from the Project; WHEREAS, the Property is designated Mixed -Use Horizontal 3/Parks and Recreation (MU-H3/PR) by the City of Newport Beach General Plan and is located within the Newport Beach Country Club Planned Community (PC-47) Zoning District; WHEREAS, the Property is designated Mixed -Use Horizontal/Parks and Recreation (MU-H/PR) by the Coastal Land Use Plan and is located within the Newport Beach Country Club Planned Community (PC-47) Coastal Zone District; WHEREAS, the Planning Commission held a public hearing on September 8, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California, at which time the Planning Commission considered the Project. 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"), and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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;
WHEREAS, at the hearing, the Planning Commission adopted Resolution No.

PC2022-022 (5 ayes, 1 absent, 1 recusal) recommending approval of the Project to the City Council;
15-66

Ordinance No. 2022-

WHEREAS, the City Council held a public hearing on September 27, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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; WHEREAS, at the hearing, the City Council remanded the Project to the Planning Commission on a future date by a majority vote (6 ayes, 1 nays); WHEREAS, at the City Council meeting on October 11, 2022, the City Council adopted a motion for reconsideration of the Project by a majority vote (4 ayes, 3 nays); and
WHEREAS, the City Council held a public hearing on October 25, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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; NOW THEREFORE, the City Council of the City of Newport Beach ordains as follows:

Section 1: The City Council has considered the recommendation of the Planning Commission and determined that modifications to the Project made by the City Council, if any, are not major changes that require referral back to commission for consideration and recommendation.
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Ordinance No. 2022-

Section 2: 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. Nevertheless, amending PC-47 to change the development standards as it relates to the Tennis Club is consistent with the purpose of the Planned Community Districts as specified in Section 20.56.010 (Planned Community District Procedures — Purpose) of the NBMC for the reasons set forth below:

1. The Project is consistent with the intent and purpose of PC-47 in that the tennis club, hotel, and residential uses and their development standards have already been allowed and in place on the Property. The proposed changes to the building height, setbacks, and parking standards in order to accommodate the Project are within the development standards in place for the Approved Project.

2. PC-47 provides guidelines for architectural design to include coordinated and cohesive architecture which exhibits quality that is keeping with the surrounding area in Newport Center. The Project includes additional hotel rooms and two 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 attached residential condominium loft buildings which features condominiums on the third level atop of a two -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.

Section 3: The City Council hereby approves the Newport Beach Country Club Planned Community Development Plan Amendment, as set forth in Exhibit I," which is attached hereto and incorporated herein by reference and finds that the amendment to PC-47 complies with the purpose set forth in Section 20.56.010 (Purpose) of the NBMC, with all other provisions of the existing Planned Community District Regulations and exhibits remaining unchanged and in full force and effect. 15-68

Ordinance No. 2022-

Section 4: The recitals provided in this ordinance are true and correct and are incorporated into the substantive portion of this ordinance.

Section 5: If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.

Section 6: An Addendum to Mitigated Negative Declaration No. ND2010-008 (MND) was prepared for the Proposed Project in compliance with the California Environmental Quality Act ("CEQA") set forth in California Public Resources Code Section 2100 et seq.; CEQA's implementing regulations set forth in CCR Title 14, Division 6 Chapter 3 ("CEQA Guidelines") and City Council Policy K-3 (Implementation Procedures for the California Environmental Quality Act) to ensure that the Proposed Project will not result in new or increased environmental impacts. On the basis of the MND and entire environmental review record, the additional tennis court, hotel rooms, ancillary hotel uses, and conversion of 3 single-family residences to condominium units will not result in any new significant impacts that were not previously analyzed in the MND. The Addendum confirms and provides substantial evidence that the potential impacts associated with this Project would either be the same or less than those described in the MND, or as mitigated by applicable mitigation measures in the MND. In addition, there are no substantial changes to the circumstances under which the Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the MND, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified.

Therefore, in accordance with Section 15164 of the CEQA Guidelines, the City Council adopted Resolution No. 2022- , thereby adopting an addendum to the previously adopted MND. Resolution 2022- , including all findings contained therein, is hereby incorporated by reference.

Section 7: Except as expressly modified in this ordinance, all other sections, subsections, terms, clauses and phrases set forth in the NBMC or other planned community shall remain unchanged and shall be in full force and effect. 15-69

Ordinance No. 2022-

Section 8: The Mayor shall sign and the City Clerk shall attest to the passage of this ordinance. The City Clerk shall cause the ordinance, or a summary thereof, to be published pursuant to City Charter Section 414.

This ordinance was introduced at a regular meeting of the City Council of the City of Newport Beach held on the 25th day of October, 2022, and adopted on the 15th day of November, 2022, by the following vote, to -wit -
AYES:
1►My,01
ABSENT:

KEVIN MULDOON, MAYOR
ATTEST:

LEILANI I. BROWN, CITY CLERK
APPROVED AS TO FORM:

CITY ATTORNEY'S OFFICE
AAROt4/C. HARP, C(IfY ATTORNEY
Attachment(s): Exhibit 1 - Newport Beach Country Club Planned Community Development Plan Amendment
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Exhibit 1
Newport Beach Country Club
Planned Community Development Plan
Adoption: March 27, 2012, Ordinance No. 2012-2
Amendment: October 11, 2022, Ordinance No._
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TABLE OF CONTENTS

1.0 Introduction and Purpose................................................................................ 4

2.0 General Conditions and Regulations............................................................... 5 3.0 Land Use and Development Regulations........................................................ 10 3.1
Golf Club.............................................................................................. 10 A. Golf Course..................................................................................... 10 B. Golf Clubhouse and Ancillary Uses ................................................. 10 1. Building Area............................................................................. 10 2. Building Height.......................................................................... 10 3. Permitted Ancillary Uses............................................................ 10 4. Parking...................................................................................... 11 5. Fencing...................................................................................... 11 3.2
Tennis Club.......................................................................................... 11 A. Tennis Courts.................................................................................. 11 1. Number of Courts...................................................................... 11 B. Tennis Clubhouse and Ancillary Uses ............................................. 12 1. Building Area............................................................................. 12 2. Building Height.......................................................................... 12 3. Permitted Ancillary Uses............................................................ 12 4. Parking...................................................................................... 12 3.3
The Venus Residential ......................................................................... 12 1. NumbeF Gf Detached Residential .................................... 13 2. Develepment StandaFds. Attached Residential ........................ 14 3.4
The Bwngalew6 Hotel........................................................................... 14 1. Number of ks Rooms............................................................ 14 2. Permitted Ancillary Uses............................................................ 14 3. Building Area............................................................................. 15 4. Building Height.......................................................................... 15 5. Building Setbacks...................................................................... 15 6. Parking...................................................................................... 15 3.5
Signs.................................................................................................... 15 A. Sign Allowance............................................................................... 15 B. Sign Standards............................................................................... 16 4.0 Site
Development Review............................................................................... 17 4.1
Purpose................................................................................................ 17 4.2
Application............................................................................................ 17 4.3
Findings................................................................................................ 17 4.4
Contents............................................................................................... 18 4.5
Public Hearing - Required Notice........................................................ 18 4.6
Expiration and Revocation Site Plan Review Approvals ....................... 19 2
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4.7 Fees..................................................................................................... 19

4.8 Minor Changes by the Community Development Director .................... 19

LIST OF EXHIBITS
Exhibit Name Exhibit Number
VicinityAerial Map................................................................................................ A Conceptual Master Site Plan................................................................................ B

LIST OF TABLES
Table Name Page
The Villas Development Standards...................................................................... 13 3 15-73

1.0 INTRODUCTION AND PURPOSE
The Newport Beach Country Club Planned Community District (the PCD) is composed of the Golf Club, Tennis Club, Bungalows and Villas facilities, totaling approximately 4-33 140 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 Qgolf Gclub, Ttennis Gclub, 2-7 shot to pm rental units 41-rooms boutique hotel Galled the Bungalows with a spa/fitness area center and ancillary uses, and 5 semi StOM oiRgle-, Rit residential dwellings units galled 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.
2 15-74

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.
5 15-75

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 C
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Newport Beach Municipal Code and shall be prepared by a licensed electrical engineer. All lighting and lighting fixtures that are provided shall be maintained in accordance with the approved lighting plans.

13. Lighting — Parking & Walkways
All lighting and lighting fixtures that are provided shall be maintained in accordance with the approved lighting plans. Light standards within parking lots shall be the minimum height required to effectively illuminate the parking area and eliminate spillover of light and glare onto adjoining uses/properties and roadways.

Parking lots and walkways accessing buildings shall be illuminated with a minimum of

0.5 foot-candle average on the driving or walking surface during the hours of operation and one hour thereafter. Lighting plans shall be prepared in compliance with the Outdoor Lighting Section of the Newport Beach Municipal Code and shall be prepared by a licensed electrical engineer.

If the applicant wishes to deviate from this lighting standard, a lighting plan may be prepared by the applicant and submitted to the Community Development Director for review and approval.

14. Loading Areas for Non -Residential Uses
All loading and unloading of goods delivery shall be performed onsite. Loading platforms and areas shall be screened from public view.

15. Parking Areas
Parking spaces, driveways, maneuvering aisles, turnaround areas, and landscaping areas of the parking lots shall be kept free of dust, graffiti, and litter. All components of the parking areas including striping, paving, wheel stops, walls, and light standards of the parking lots shall be permanently maintained in good working condition. Access, location, parking space and lot dimensions, and parking lot improvements shall be in compliance with the Development Standards for Parking Areas Section of the Newport Beach Municipal Code.

16. Property Owner Approval
Written property owner approval shall be required for the submittal of any site development review application and/or prior to grading and/or building permit issuance.

17. Outdoor Paging
Outdoor paging shall be permitted at the Ggolf Sclub to call individuals to the tees and at the Ttennis Sclub to call points during tennis tournaments. 7 15-77

18. Sewage Disposal
Sewage disposal service facilities for the PCD will be provided by Orange County Sanitation District No. 5 and shall be subject to applicable regulations, permits and fees as prescribed by the Sanitation District.

19. Screening of Mechanical Equipments
All new mechanical appurtenances (e.g., air conditioning, heating, ventilation ducts and exhaust vents, swimming pool and spa pumps and filters, transformers, utility vaults and emergency power generators) shall be screened from public view and adjacent land uses. The enclosure design shall be approved by the Community Development Department. All rooftop equipment (other than vents, wind turbines, etc.) shall be architecturally treated or screened from off -site views in a manner compatible with the building materials prior to final building permit clearance for each new or remodeled building. The mechanical appurtenances shall be subject to sound rating in accordance with the Exterior Noise Standards Section of the Newport Beach Municipal Code.

Rooftop screening and enclosures shall be subject to the applicable height limit.

20. Screening of the Villas residential units from tennis courts Adequate buffering between the Villas residential units and tennis courts shall be provided and subject to the Site Development Review process. The exterior perimeter of the tennis courts facing Granville Condominiums, Granville Drive, and the Ttennis Gelubhouse parking lot shall be screened by a minimum ten -foot -high chain link fence covered by a wind screen. Wind screen shall be maintained in good condition at all time.

21. Screening of the Villas' Pool/Spa Equipment
All pool and/or spa equipment shall be enclosed by a minimum five-foot high block wall plastered or otherwise textured to match the building.

22. Special Events
Temporary special community events, such as such as PGA Senior Classic golf tournaments, Team Tennis, Davis Cup Matches, and other similar events, are permitted in the PCD, and are subject to the Special Events Chapter of the Newport Beach Municipal Code. Temporary exterior storage associated with approved special events may be permitted provided it is appropriately screened and regulated with an approved Special Event Permit.
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23. Temporary Structures and Uses
Temporary structures and uses, including modular buildings for construction -related activities are permitted.

24. Trash Container Storage for Residential Dwellings
Trash container storage shall be out of view from public places, and may not be located in the required parking areas. If trash container storage areas cannot be located out of public view, they shall be screened from public view. Screening shall consist of fences, walls, and landscaping to a height at least 6 inches above the tops of the containers.

25. Trash Enclosures for Non -Residential Uses
All trash enclosures for non-residential uses shall be provided and in accordance with the Solid Waste and Recyclable Materials Storage of the Newport Beach Municipal Code.

26. Tennis Club Site Phasing Plan -
The phasing plan for the tennis club site which consists of the tennis club, vi4as. residential units and clews 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. 0 15-79

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 Use
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
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• Separate Snack Bar
• Separate Starter Shack
• Separate Golf Course Restrooms
• Hand Carwash Area
• Greenskeeper Maintenance Facility
• Temporary Construction Facilities
• Guard House
• Others (subject to an approval of the Community Development Director)

4. Parking
Parking for the Golf Course and Golf Clubhouse shall be in accordance with following parking ratios (source: from Table 2 of the Circulation and Parking Evaluation by Kimley-Horn and Associates, Inc., September 2009 for Newport Beach Country Club — Clubhouse Improvement Project):

Golf Course: 8 spaces per hole
Golf Clubhouse:

Dining, assembly & meeting rooms: 1 per 3 seats or 1 per 35 square feet
Administrative Office: 4 per 1,000 square feet
Pro Shop: 4 per 1,000 square feet
Maintenance Facility: 2 per 1,000 square feet
Health and Fitness Facility: 4 per 1,000 square feet
The design of the parking lot and orientation of vehicular aisles and parking spaces shall be subject to the review and approval of the City Traffic Engineer and Community Development Director.

5. Fencing
Golf Course perimeter fencing shall be wrought -iron with a maximum permitted height of six (6) feet.

3.2 Tennis Club
Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the tennis courts and clubhouse.

A. The Tennis Courts

1. Number of courts
11 15-81

The maximum allowable tennis courts shall be seven eight lighted tennis courts (a+x seven lighted championship courts and one lighted stadium - center court).

B. Tennis Clubhouse and Ancillary Uses

1. Building Area
The maximum allowable gross floor area for the Tennis Clubhouse shall be 3,725 square feet.

2. Building Height
The maximum allowable building height for the Tennis Clubhouse shall be 30 feet and shall be measured in accordance with the Height and Grade definition of Section 2.0 General Conditions and Regulations of the PCD.

3. Permitted Ancillary Uses
The following ancillary uses are allowed:
• Tennis Shop
• Administrative Offices
• Concessions
• Restroom and Locker facilities
• Storage areas
• Spectator seating
• Others (subject to an approval of the Community Development Director)

4. Parking
Parking for the Tennis Clubhouse and Courts shall be a minimum of 2-9 32 parking spaces.

3.3. Ths Residential
Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the vitas units.
12 15-82

A. Detached Residential (The Villas)

1. Number of Units
The maximum allowable number of single-family residential units shall be five-(55) two (2).

2. Development Standards
The following development standards shall apply to the Villas:

The Villas Development Standards Table
Villa
Villa A
Villa B
Designation
TTM Lot #1
TTM Lot #2
Lot Size
5,000 square feet minimum
Lot Coverage
70%
65%
(Maximum)
39 feet, measured in accordance with the
Building Height
Height and Grade definition of Section

2.0 General Conditions and Regulations
Building Side
Yard Setbacks
3 feet minimum
Building Front
and Rear Yard
5 feet minimum
Setbacks
Enclosed Parking
Space for Each
2 2
Unit
Open Guest
One space - could be located on the
Parking Space for
private driveway — No overhang to the
Each Unit
private street/cul-de-sac is allowed
13 15-83

B. Attached Residential

1. Number of Units
The maximum allowable number of attached residential units shall be three (3).

2. Building Setbacks
The building setback shall be a minimum of five (5) feet from any property line.

3. Building Height
The maximum allowable building height for attached residential units to be located atop of the 2-story hotel buildings shall be 46 feet, measured in accordance with the Height and Grade definition of Section 2.0 General Conditions and Regulations.

4. Parking
Parking for the attached residential units shall be a minimum of 3 enclosed parking spaces and one guest parking space per unit.

3.4. The Bunqalews Hotel
Refer to Exhibit B - Conceptual Master Site Plan for the general location and placement of the bungalows, concierge and guest center, and spa facility.

1. Number of Units Rooms
The maximum allowable number of the Bungalows rooms shall be 27- 41, to be built in a clustered setting of single and two-story buildings.

2. Permitted Ancillary Uses
The following ancillary uses are allowed:
• Administrative Offices
• Concierge office and guest meeting facility
• Performance Therapy Center
• Spa and Fitness Center
• Swimming pool and Jacuzzi
rrarving Winhc sHaGks and light breakfast and I, ,nGh itomc vv. ... .� ... n.v, v..an v,w u, ,u light v,�..w"u...a and ,u, wrr--rc�r�-r.� 14 15-84

• Yoga Pavilion

3. Building Area
The maximum allowable gross floor area for the b6ngalows hotel rooms shall be 28,300 47,484 square feet with a 2,200 square foot concierge & guest center, 4,686 square feet of ancillary hotel uses, and a 7,500 square -foot spa facility.

4. Building Height
The maximum allowable building height for the bungalows hotel rooms shall be 31 feet, measured in accordance with the Height and Grade definition of Section

2.0 General Conditions and Regulations of the PCD.

5. Building Setbacks
The building setback requiFerneRt shall be a minimum of 5 feet from any property line.

6. Parking
Parking for the bURgalews 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 15 15-85

sign shall be sized to allow for proper readability given the number of lines of copy, speed of traffic, setback off the road and viewing distance. This sign type shall not exceed a maximum of six (6) feet in height.

5. One (1) single or double faced, ground -mounted identification sign shall be allowed at the entrance road to the Bungalows. Total maximum signage area shall not exceed seventy-five (75) square feet and shall not exceed five (5) feet in height and fifteen (15) feet in length.

B. Sign Standards
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 d6cor 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. 16 15-86

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:

The development shall be in compliance with all other provisions of the Planned Community District Plan;

2. The development shall be compatible with the character of the neighboring uses and surrounding sites and shall not be detrimental to the orderly and harmonious development of the surroundings and of the City;

3. The development shall be sited and designed to maximize the aesthetic quality of the project as viewed from surrounding roadways and properties, with special consideration given to the mass and bulk of buildings and the streetscape on Coast Highway, and
17 15-87

4. Site plan and layout of buildings, parking areas, pedestrian and vehicular access ways, landscaping and other site features shall give proper consideration to functional aspects of site development.

4.4. Contents
The Site Development Review application shall include all of the information and materials specified by the Community Development Director and any additional information review by the Planning Commission in order to conduct a thorough review of the project in question. The following plans/exhibits may include, but not limited to the following:

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.

B. 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 IiB
15-88

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
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 19 15-89

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.
20 15-90

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21 15-91

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Attachment E
Ordinance No. 2022-20
15-93

ORDINANCE NO. 2022-20

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY

OF NEWPORT BEACH, CALIFORNIA, APPROVING THE

SECOND AMENDMENT TO THE DEVELOPMENT
AGREEMENT (DA2008-001) FOR THE TENNIS CLUB AT
NEWPORT BEACH LOCATED AT 1602 EAST COAST
HIGHWAY (PA2021-260)
WHEREAS, Section 200 of the City of Newport Beach ("City") Charter vests the City Council with the authority to make and enforce all laws, rules, and regulations with respect to municipal affairs subject only to the restrictions and limitations contained in the Charter and the State Constitution, and the power to exercise, or act pursuant to any and all rights, powers and privileges, or procedures granted or prescribed by any law of the State of California;
WHEREAS, in 2012, the City Council approved an application by Golf Realty Fund, Managing Owner ("Applicant") for the reconstruction of the 3,725-square-foot tennis clubhouse, reduction of tennis courts from 24 to seven courts, construction of a 27-room boutique hotel with 9,700 square feet of ancillary uses, five single-family residential units, and a development agreement for the property ("2012 Entitlements") located at 1602 East Coast Highway, and legally described as Parcels A, B, C, and D of Parcel Map No. 2016- 151 (commonly referred as the "Tennis Club Site" or "Property"), - WHEREAS, Development Agreement No. DA2008-001 ("Agreement") adopted pursuant to Ordinance No. 2012-3 was executed and recorded, as document number 20140000363691
WHEREAS, on November 20, 2018, the Zoning Administrator approved Coastal Development Permit No. CD2017-039, authorizing the redevelopment of the Property consistent with the 2012 Entitlements (2012 Entitlements and Coastal Development Permit No. CD2017-039 are collectively referred to as the "Approved Project"); WHEREAS, on July 12, 2022, the City Council adopted Ordinance No. 2022- 16, approving an amendment to Development Agreement No. DA2008-001 to extend the term of the agreement for one additional year ("First Amendment"); 15-94

Ordinance No. 2022-

WHEREAS, the Applicant is requesting an amendment to the Approved Project to allow an increase in the number of future tennis courts from seven to eight, an increase in the number of future hotel rooms from 27 to 41, an increase to the gross floor area of ancillary hotel uses by 4,686 square feet, three attached condominium units and two single family residences in -lieu of five single-family residences, and an amendment to the 2012 Development Agreement to account for the aforementioned changes to the Approved Project along with extending the term for an additional 10 years ("Project"); WHEREAS, the following approvals are requested or required in order to implement the Project:
• General Plan Amendment ("GPA") — An amendment to Anomaly No. 46 of Table LU2 of the 2006 Newport Beach General Plan Land Use Element to document the conversion of 17 tennis courts to 27 hotel rooms authorized by City Council Resolution No. 2012-10, and the addition of 14 hotel rooms for a total of 41 rooms and one tennis courts for a total of eight tennis courts; • Local Coastal Program Implementation Plan 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 Newport Beach Municipal Code ("NBMC") to modify the permitted uses and development standards allowed on the Property; • 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;
• Major Site Development Permit Amendment ("SDA") — An amendment to the existing site development review in accordance with PC-47 and Section

20.52.080 (Permit Review Procedures, Site Development Reviews) of the NBMC for the construction of the Project;
• Coastal Development Permit Amendment ("CDPA") — A coastal development permit for the demolition of existing structures, further subdivision on the Property, and implementation of the Project;
• Vesting Tentative Tract Map Amendment ("VTMA") — An amendment to Vesting Tentative Tract Map No. 15347 pursuant to Title 19 (Subdivisions) of the NBMC 15-95

Ordinance No. 2022-

for a lot reduction created for the Approved Project and inclusion of the condominium ownership;
• Limited Term Permit Amendment ("XP") — A limited term permit to allow temporary use of structures during construction on the Property, pursuant to Section 20.52.040 of the NBMC;
• Development Agreement Amendment ("DA") — A second amendment to the Development Agreement (DA2008-001), between the Applicant and the City, pursuant to Sections 15.45.020(A)(2)(c) (Buildings and Construction, Development Agreements Required, Development Agreement Required) and

15.45.070 (Buildings and Constructions, Development Agreements, Amend ment/CanceIlation) of the NBMC, which would provide vested rights to develop the Project for an additional 10 years and provide negotiated public benefits to the City; and
• 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; WHEREAS, the Property is designated Mixed -Use Horizontal 3/Parks and Recreation (MU-H3/PR) by the City of Newport Beach General Plan and is located within the Newport Beach Country Club Planned Community (PC-47) Zoning District; WHEREAS, the Property is designated Mixed -Use Horizontal/Parks and Recreation (MU-H/PR) by the Coastal Land Use Plan and is located within the Newport Beach Country Club Planned Community (PC-47) Coastal Zone District; WHEREAS, the Planning Commission held a public hearing on September 8, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California, at which time the Planning Commission considered the Project. 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"), and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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;
15-96

Ordinance No. 2022-

WHEREAS, at the hearing, the Planning Commission adopted Resolution No.

PC2022-022 (5 ayes, 1 absent, 1 recusal) recommending approval of the Project to the City Council;
WHEREAS, the City Council held a public hearing on September 27, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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; WHEREAS, at the hearing, the City Council remanded the Project to the Planning Commission on a future date by a majority vote (6 ayes, 1 nays); WHEREAS, at the City Council meeting on October 11, 2022, the City Council adopted a motion for reconsideration of the Project by a majority vote (4 ayes, 3 nays); and
WHEREAS, the City Council held a public hearing on October 25, 2022, in the City Council Chambers, located at 100 Civic Center Drive, Newport Beach, California. A notice of time, place and purpose of the hearing was given in accordance with the Ralph M. Brown Act, and Chapters 15.45 (Development Agreements), 19.12 (Tentative Map Review), 20.56 (Planning Community District Procedures), 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.

NOW THEREFORE, the City Council of the City of Newport Beach ordains as follows:

Section 1: The City Council has considered the recommendation of the Planning Commission and determined that modifications to the Project made by the City Council, if any, are not major changes that require referral back to commission for consideration and recommendation.
15-97

Ordinance No. 2022-

Section 2: The City Council finds the Second Amendment is consistent with provisions of California Government Code Sections 65864 to 65869.5 and Chapter

15.45 (Development Agreements) of the NBMC that authorize binding agreements that:
(i) encourage investment in, and commitment to, comprehensive planning and public facilities financing; (ii) strengthen the public planning process and encourage private implementation of the local general plan; (iii) provide certainty in the approval of projects in order to avoid waste of time and resources; and (iv) reduce the economic costs of development by providing assurance to the property owners that they may proceed with projects consistent with existing policies, rules, and regulations. The City Council finds the Second Amendment is consistent with Land Use Element of the General Plan which designates the Tennis Club site as Mixed Use Horizontal 3/Park and Recreation (MU- H3/PR). The MU-H3/PR designation on the Tennis Club site provides for the horizontal intermixing of regional commercial office, hotel, single-family and multi -family residential and ancillary commercial uses. The PR designation allows active public or private recreational uses including parks (both active and passive), golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. The Project necessitates an amendment to the General Plan due to the increased number of hotel rooms and tennis courts. However, there are no proposed changes to the land uses permitted per the General Plan land use designation and the Project is consistent with all applicable General Plan Land Use policies.

Additionally, the City Council finds the Second Amendment is entered into pursuant to, and constitutes a present exercise of, the City's police power and is in the best interest of the health, safety, and general welfare of the City, residents, and the public.

The City Council finds that judicial challenges to the City's CEQA determinations and approvals of land use projects are costly and time consuming. In addition, project opponents often seek an award of attorneys' fees in such challenges. As project applicants are the primary beneficiaries of such approvals, it is appropriate that such applicants should bear the expense of defending against any such judicial challenge, and bear the responsibility for any costs, attorneys' fees, and damages which may be awarded to a successful challenger.

Section 3: The Second Amendment to Development Agreement No. DA2008- 001 which is attached hereto as Exhibit 'A," and incorporated herein by reference between the City of Newport Beach and GRF to accommodate the development of Project and to extend the term of the agreement to September 23, 2032, is hereby approved.
15-98

Ordinance No. 2022-

Section 4: An Addendum to Mitigated Negative Declaration No. ND2010-008 ("MND") was prepared for the Project in compliance with the California Environmental Quality Act ("CEQA") set forth in California Public Resources Code Section 2100 et seq.; CEQA's implementing regulations set forth in CCR Title 14, Division 6 Chapter 3 ("CEQA Guidelines") and City Council Policy K-3 (Implementation Procedures for the California Environmental Quality Act) to ensure that the Project will not result in new or increased environmental impacts. On the basis of the MND and entire environmental review record, the additional tennis court, hotel rooms, ancillary hotel uses, and conversion of 3 single-family residences to condominium units will not result in any new significant impacts that were not previously analyzed in the MND. The Addendum confirms and provides substantial evidence that the potential impacts associated with this Project would either be the same or less than those described in the MND, or as mitigated by applicable mitigation measures in the MND. In addition, there are no substantial changes to the circumstances under which the Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the MND, nor has any new information regarding the potential for new or more severe significant environmental impacts been identified. Therefore, in accordance with Section 15164 of the CEQA Guidelines, the City Council adopted Resolution No. 2022- , thereby adopting an addendum to the previously adopted MND. Resolution 2022- , including all findings contained therein, is hereby incorporated by reference.

Section 5: The recitals provided in this ordinance are true and correct and are incorporated into the substantive portion of this ordinance.

Section 6: If any section, subsection, sentence, clause or phrase of this ordinance is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity or constitutionality of the remaining portions of this ordinance. The City Council hereby declares that it would have passed this ordinance and each section, subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid or unconstitutional.
15-99

Ordinance No. 2022-

Section 7: The Mayor shall sign and the City Clerk shall attest to the passage of this ordinance. The City Clerk shall cause the ordinance, or a summary thereof, to be published pursuant to City Charter Section 414.

This ordinance was introduced at a regular meeting of the City Council of the City of Newport Beach held on the 25th day of October, 2022, and adopted on the 15th day of November, 2022, by the following vote, to -wit:

AYES:

NAYS:

ABSENT:

KEVIN MULDOON, MAYOR
ATTEST:

LEILANI I. BROWN, CITY CLERK
APPROVED AS TO FORM:

CITY ATTORNEY'S OFFICE

AARO HARP, ITY ATTORNEY
Attach ent(s): Exhibit "A" — Second Amendment to Development Agreement No. DA2008-001
15-100

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: City Clerk
(Space Above This Line Is for Recorder's Use Only)
This First Amendment is recorded at the request and
for the benefit of the City of Newport Beach and is
exempt from the payment of a recording fee pursuant
to Government Code §§ 6103 and 27383.

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
between

CITY OF NEWPORT BEACH
and

GOLF REALTY FUND

CONCERNING PROPERTIES LOCATED AT TENNIS CLUB AT NEWPORT BEACH

WITHIN THE

NEWPORT BEACH COUNTRY CLUB PLANNED COMMUNITY DISTRICT
15-101

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
(Pursuant to California Government Code Sections 65864-65869.5) This SECOND AMENDMENT TO DEVELOPMENT AGREEMENT (the "Second Amendment") is entered into and effective on the date it is recorded with the Orange County Recorder ("Effective Date") by and between the CITY OF NEWPORT BEACH ("City"), and GOLF REALTY FUND, a California limited partnership ("Property Owner"). City and Property Owner are sometimes collectively referred to in this Second Amendment as the "Parties" and individually as a "Party."
RFCTTAT q
A. Property Owner is the managing owner of and owns a fee interest in title to that certain real property located in the City of Newport Beach, County of Orange, State of California which is more particularly described in the legal description attached as Exhibit "A" and depicted on the site map attached hereto as Exhibit "B" ("Property"). The Property consists of approximately seven (7) acres within the area shown on the City's Zoning Map as the Newport Beach Country Club Planned Community District. The Property comprises the Tennis Club at Newport Beach site shown on Exhibit "B" which consists of The Villas Sub -Area, The Tennis Club Sub -Area, and The Bungalows Sub -Area.

B. City and Property Owner entered into that certain Development Agreement between the City of Newport Beach and Golf Realty Fund dated March 27, 2012, and recorded in the Official Records of Orange County on January 29, 2014, as document number 201400003 63 69 ("Agreement") attached hereto as Exhibit "C" and incorporated herein by reference for a term of ten (10) years.

C. On November 20, 2018, the City approved Coastal Development Permit No.

CD2017-039 to allow the demolition of the eighteen (18) existing tennis courts and construction of the Tennis Club, Villas and Bungalows at the Tennis Property, however, the Agreement was not amended or modified.

D. City and Property Owner entered into the First Amendment to Development Agreement between the City of Newport Beach and Golf Realty Fund pursuant to Ordinance No. 2022-16 and recorded in the Official Records of Orange County on XX, XXXX, as document ("First Amendment"), attached hereto as Exhibit "D" and incorporated herein by reference.

E. The Parties now wish to enter into this Second Amendment to increase the number of tennis courts from seven (7) to eight (8), increase the number of hotel rooms from twenty-seven (27) to forty-one (41), increase the gross floor area of ancillary hotel uses by four thousand six hundred eight -six (4,686) square feet, and construct three (3) attached condominium units and two (2) single-family residences in lieu of five (5) single-family residences.

F. On September 8, 2022, the Planning Commission held the public hearing on the Second Amendment and considered the testimony and information submitted by City staff, Property Owner, and members of the public. Consistent with applicable provisions of the Development Agreement Statute and Ordinance, the Planning Commission adopted Resolution No. PC2022-022, recommending the City Council approve the Second Amendment. 1 15-102

G. On September 27, 2022, the City Council held a noticed public hearing on the Second Amendment and considered the testimony and information submitted by City staff, Property Owner, and members of the public. At the hearing, the City Council remanded the Project to the Planning Commission on a future date by a majority vote (6 ayes, 1 nays). At the City Council meeting on October 11, 2022, the City Council adopted a motion for reconsideration of the Project by a majority vote (4 ayes, 3 nays). On October 25, 2022, consistent with applicable provisions of the Development Agreement Statute and Ordinance, the City Council held the second reading and adopted Ordinance No. 2022- approving the Second Amendment.

H. This Second Amendment is consistent with the City of Newport Beach General Plan ("General Plan"), including without limitation the General Plan's designation of the Property as "MU-H3/PR" (Mixed Use Horizontal /(Parks and Recreation) (Anomaly 46); Coastal Land Use Plan designation as "MU-H/PR (Mixed Use Horizontal / Parks & Recreation"; the Newport Beach Country Club Planned Community District that was adopted in 1997 by Ordinance No. 97-10, and amended in 2022 by Ordinance No. 2022- in order to establish appropriate zoning to regulate land use and development of the Property consistent with the General Plan; and Newport Beach Country Club Planned Community Development Plan No. PC2005-002 approved for the Property on March 27, 2012 by Ordinance No. 2012-2 and amended on October 11, 2022 by Ordinance No. 2022-
I. In recognition of the significant public benefits that this Second Amendment provides, the City Council finds that this Second Amendment: (i) is consistent with the City of Newport Beach General Plan as of the date of its adoption; (ii) is in the best interests of the health, safety, and general welfare of City, its residents, and the public; (iii) is entered into pursuant to, and constitutes a present exercise of, City's police power; (iv) is consistent and has been approved consistent with the Addendum No. ND2022-001 to the previously adopted Mitigated Negative Declaration No. ND2010-008 (SCH 2O10091052) and Errata to Mitigated Negative Declaration No. ND2010-008 (together referred as "MND") for the Newport Beach Country Club Planned Community District (PA2021-260 amending PA2005-002) approved by the City Council, both of which analyze the environmental effects of the proposed development of the Project on the Property; and (v) is consistent and has been approved consistent with provisions of California Government Code section 65867 et seq. and Chapter 15.45 City of Newport Beach Municipal Code ("NBMC").

AGREEMENT
NOW, THEREFORE, City and Property Owner agree as follows:

1. Definitions. Section 1 of the Agreement is hereby amended to add or revise the following definitions. Unless added or revised, all other definitions set forth in Section 1 of the Agreement shall remain unchanged:
"Adopting Ordinance" shall mean City Council Ordinance No. 2022- approving and adopting this Second Amendment.
"Agreement" shall mean this Development Agreement, as the same may be amended from time to time including, the First Amendment and Second Amendment. 2 15-103

"Agreement Date" shall mean November 15, 2022 which date is the date the City Council adopted the Adopting Ordinance.
"Development Plan" shall mean the amendment to Newport Beach Planned Community Development Plan No. PC2005-002 adopted pursuant to Ordinance No. 2022- ; amendment to Vesting Tentative Tract Map No. NT2005-003 adopted pursuant to Resolution No. 2022-; amendment to Site Development Review No. SD2011-002 adopted pursuant to Resolution No. 2022-; amendment to Limited Term Permit No. XP2011-004 adopted pursuant to Resolution No. 2022- ; General Plan Amendment adopted pursuant to Resolution No. 2022- ; amendment to Coastal Development Permit No. CD2017-039 adopted pursuant to Resolution No. 2022; and Local Coastal Program Amendment No. PA2021-260. "Development Regulations" shall mean the following regulations as they are in effect as of the Agreement Date and to the extent they govern or regulate the development of the Property, but excluding any amendment or modification to the Development Regulations adopted, approved, or imposed after the Agreement Date that impairs or restricts Property Owner's rights set forth in this agreement, unless such amendment or modification is expressly authorized by this Agreement or is agreed to by Property Owner in writing: the General Plan, the Coastal Land Use Plan, the Development Plan, the Local Coastal Program Implementation Plan; and, to the extent not expressly superseded by the Development Plan or this Agreement, all other land use and subdivision regulations governing the permitted uses, density and intensity of use, design, improvement, and construction standards and specifications, procedures for obtaining required City permits and approvals for development, and similar matters that may apply to development of the Project on the Property during the Term of this Agreement that are set forth in Title 15 of the Municipal Code (buildings and construction), Title 19 of the Municipal Code (subdivisions).

Title 20 of the Municipal Code (planning and zoning) and Title 21 of the Municipal Code (local coastal program implementation plan), but specifically excluding all other sections of the Municipal Code, including without limitation Title 5 of the Municipal Code (business licenses and regulations). Notwithstanding the foregoing, the term "Development Regulations," as used herein, does not include any City ordinance, resolution, code, rule, regulation or official policy governing any of the following: (i) the conduct of businesses, professions, and occupations; (ii) taxes and assessments; (iii) the control and abatement of nuisances; (iv) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or entry upon public property; or (v) the exercise of the power of eminent domain. "Effective Date" shall mean the latest of the following dates, as applicable: (i) the date that is thirty (30) days after the Agreement Date; (ii) if a referendum concerning the Adopting Ordinance, the Development Plan, or any of the Development Regulations approved on or before the Agreement Date is timely qualified for the ballot and a referendum election is held concerning the Adopting Ordinance or any of such Development Regulations, the date on which the referendum is certified resulting in upholding and approving the Adopting Ordinance and the Development Regulations; or (iii) if a lawsuit is timely filed challenging the validity of the Adopting Ordinance, this Agreement, and/or any of the Development Regulations approved on or before the Agreement Date, the date on which said challenge is finally resolved in favor of the validity or legality of the Adopting Ordinance, this Agreement, the Development Plan and/or the applicable Development Regulations, which such finality is achieved by a final non -appealable judgment, voluntary or involuntary dismissal (and the passage of any time required to appeal an involuntary dismissal), or binding written settlement agreement. Promptly after the Effective Date 3 15-104

occurs, the Parties agree to cooperate in causing an appropriate instrument to be executed and recorded against the Property memorializing the Effective Date. "Project" shall mean all on -site and off -site improvements that Property Owner is authorized and/or may be required to construct with respect to each parcel of the Property, as provided in this Second Amendment and the Development Regulations, as amended by this Second Amendment, and/or as the same may be modified or amended from time to time consistent with this Second Amendment and applicable law.

2. Term of Agreement. Section 2.4 of the Agreement is hereby amended in its entirety to read as follows:

The term of this Agreement ("Term") shall commence on the Effective Date of Second Amendment and shall terminate on the "Termination Date." Notwithstanding any other provision set forth in this Agreement to the contrary, if any Party reasonably determines that the Effective Date 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, 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) September 23, 2032; (ii) such earlier date that this Agreement may be terminated in accordance with Articles 5, 7, and/or Section 8.3 of this Agreement and/or Sections 65865.1 and/or 65868 of the Development Agreement Statute; or (iii) completion of the Project in accordance with the terms of this Agreement, including Property Owner's complete satisfaction, performance, and payment, as applicable, of all Development Exactions, the issuance of all required final occupancy permits, and acceptance by City or applicable public agency(ies) or private entity(ies) of all required offers of dedication.

Notwithstanding any other provision set forth in this Agreement to the contrary, the provisions set forth in Article 10 and Section 13.10 (as well as any other Property Owner obligations set forth in this Agreement that are expressly written to survive the Termination Date) shall survive the Termination Date of this Agreement.
0 15-105

3. Public Benefit Fee. Section 3.1 of the Agreement is hereby amended in its entirety to read as follows:

As consideration for City's approval and performance of its obligations set forth in this Agreement, Property Owner shall pay to City a fee that shall be in addition to any other fee or charge to which the Property and the Project would otherwise be subject 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 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 clubhouse, prior to the issuance of the first building permit.

Notwithstanding any other provision set forth in this Agreement to the contrary, during the Term of this Agreement, City shall not increase the Public Benefit Fee except pursuant to the CPI Index as stated in this Section 3.1. The Public Fee Benefit Fee shall be calculated based on the total square feet of construction for the tennis clubhouse. Property Owner shall not be entitled to any credit or offset to the Public Benefit Fee for any existing buildings or structures. Property Owner acknowledges by its approval and execution of this Agreement that it is voluntarily agreeing to pay the Public Benefit Fee, that its obligation to pay the Public Benefit Fee is an essential term of this Agreement and is not severable from City's obligations and Property Owner's vesting rights to be acquired hereunder, and that Property Owner expressly waives any constitutional, statutory, or common law right it might have in the absence of this Agreement to protest or challenge the payment of such fee on any ground whatsoever, including without limitation pursuant to the Fifth 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. 5 15-106

4. Amendment or Cancellation of Agreement. Section 5 of the Agreement is hereby amended in its entirety to read as follows
This Agreement may be amended or canceled in whole or in part only by mutual written and executed consent of the Parties in compliance with California Government Code Section 65868 and Newport Beach Municipal Code Section 15.45.070 or by unilateral termination by City in the event of an uncured default of Property Owner.

5. Procedure. Section 7.3 of the Agreement is hereby amended in its entirety to read as follows:

The Zoning Administrator shall conduct a duly noticed hearing and shall determine, on the basis of substantial evidence, whether or not Property Owner has, for the period under review, complied with the terms of this Agreement. If the Zoning Administrator finds that Property Owner has so complied, the annual review shall be concluded. If the Zoning Administrator finds, on the basis of substantial evidence, that Property Owner has not so complied, written notice shall be sent to Property Owner by first class mail of the Zoning Administrator's finding of non-compliance, and Property Owner shall be given at least ten (10) calendar days to cure any noncompliance that relates to the payment of money and thirty (30) calendar days to cure any other type of noncompliance. If a cure not relating to the payment of money cannot be completed within thirty (30) calendar days for reasons which are beyond the control of Property Owner, Property Owner must commence the cure within such thirty (30) calendar days and diligently pursue such cure to completion. If Property Owner fails to cure such noncompliance within the time(s) set forth above, such failure shall be considered to be a Default and City shall be entitled to exercise the remedies set forth in Article 8 below.

6. General Provisions. Section 8.1 of the Agreement is hereby amended in its entirety to read as follows:

In the event of any material default, breach, or violation of the terms of this Agreement ("Default'), the Parry alleging a Default shall deliver a written notice (each, a "Notice of Default") to the defaulting Party. The Notice of Default shall specify the nature of the alleged Default and a reasonable manner and sufficient period of time (twenty (20) calendar days if the Default relates to the failure to timely make a monetary payment due hereunder and not less than thirty (30) calendar days in the event of non -monetary Defaults) in which the Default must be cured ("Cure Period'). During the Cure Period, the Party charged shall not be considered in Default for the purposes of termination of this Agreement or institution of legal proceedings. If the alleged Default is cured within the Cure Period, then the Default thereafter shall be deemed not to exist.

If a non -monetary Default cannot be cured during the Cure Period with the exercise of commercially reasonable diligence, the defaulting Party must promptly commence to cure as quickly as possible, and in no event later than thirty (30) calendar days after it receives the Notice of Default, and thereafter diligently pursue said cure to completion. Notwithstanding the foregoing, the City is not required to give Property Owner notice of default and may immediately pursue remedies for a Property Owner Default that result in an immediate threat to public health, safety or welfare.

7. Full Force and Effect. Except as modified by this Second Amendment, the entire Agreement, First Amendment its exhibits, and the exhibits attached hereto, are incorporated herein to this Second Amendment and shall remain in full force and effect. no
15-107

8. Recitals. The Recitals set forth above are true and correct and incorporated herein by reference.

9. Recordation. The City Clerk shall record this Second Amendment in the Office of the County Recorder of the County of Orange within the period required by California Government Code Section 65858.5 and Section 15.45.100 of the NBMC. [SIGNATURES ON NEXT PAGE]
7 15-108

SIGNATURE PAGE TO

SECOND AMENDMENT 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, a California
municipal corporation
IIn
ATTEST:

Leilani I. Brown, City Clerk
APPROVED AS TO FORM:

Aaron C. Harp, City Attorney
Kevin Muldoon, Mayor
Attachments: Exhibit A — Legal Description of Property
Exhibit B — Depiction of Property
Exhibit C — Development Agreement Recorded January 29, 2014 Exhibit D — First Amendment to Development Agreement
15-109

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of } SS.

On , 20 before me, , Notary Public,
personally appeared , who proved to me on the basis
of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (seal)

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of } SS.

On , 20 before me, , Notary Public,
personally appeared , proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
(seal)
I
15-110

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY
PARCELS A, B, C AND D OF PARCEL MAP 2016-151, LOCATED IN THE CITY OF

NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, RECORDED IN BOOK 402 PAGES 24 THROUGH 32 INCLUSIVE OF PARCEL MAPS, RECORDS OF SAID COUNTY.

A-1 15-111

EXHIBIT B

DEPICTION OF PROPERTY
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PARCEL MAP NO. 2016-151
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15-112

EXHIBIT C

DEVELOPMENT AGREEMENT BETWEEN CITY OF NEWPORT BEACH AND GOLF REALTY FUND RECORDED JANUARY 29, 2014
Available separately due to bulk at:
https://www.nemTortbeachca.gov/govemment/departments/communi .-development/planning- division/development-agreements
C-1
15-113

EXHIBIT D

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN CITY OF

NEWPORT BEACH AND GOLF REALTY FUND
15-114

EXHIBIT D

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN CITY OF

NEWPORT BEACH AND GOLF REALTY FUND
15-115

10/5/22. 1226 PNI Batch 14786849 Confirmation
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
Il Il I illll IIIII III III I III) illlli illy �� (� NO FEE 3 R 0 0 3 9 9 3 6 8 6 S k
RECORDING REQUESTED BY 2022000326056 12:22 pm 10105/22
AND WHEN RECORDED RETURN TO: 9 RW9A Al 42

0.00 0.00 0.00 0.00 123.00 0.00 0.000.000.00 0.00
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: City Clerk
(Space Above This Line Is for Recorder's Use Only)
This First Amendment is recorded at the request and
for the benefit of the City of Newport Beach and is
exempt from the payment of a recording fee
pursuant to Government Code §§ 6103 and 27383.

FIRST AMENDMENT TO DEIVELOPMENT AGREEMENT
between

CITY OF NEWPORT BEACH
and
I

GOLF REALTY FUND

CONCERNING PROPERTIES LOCATED AT TENNIS CLUB AT NEWPORT BEACH

WITHIN THE

NEWPORT BEACH COUNTRY CLUB PLANNED COMMUNITY DISTRICT
I
I
https bgs.sort ire -recording. con)/Batch/Confirm ationi14786849 t 15-116

1015/22, 12:26 PM
Batch 14786849 Confirmation
FIRST ATMENDME1NT TO DEVELOPMENT AGREEMENT
(Pursuant to California Government Code Sections 65864-65869.5) This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (the "First Amendment") is entered into and effective on the date it is recorded with the Orange County Recorder ("]Effective Date") by and between the CITY OF NEWPORT BEACH ("City"), and GOLF REALTY FUND, a California limited partnership "Property Owner"). City and Property Owner are sometimes collectively referred to in this First Amendment as the "Parties" and individually as a "Party."

RECITALS
A. Property Owner is the managing owner of and owns a fee interest in title to that certain real property located in the City of Newport Beach, County of Orange, State of California which is more particularly described in the legal description attached as Exhibit "A" and depicted on the site map attached hereto as Exhibit `B" ("Property"). The Property consists of approximately seven (7) acres within the area shown on the City's Zoning Map as the Newport Beach Country Club Planned Community District. The Property comprises the Tennis Club at Newport Beach site shown on Exhibit `B" which consists of The Villas Sub -Area, The Tennis Club Sub -Area, and The Bungalows Sub -Area.

B. City and Property Owner entered into that certain Development Agreement between the City of Newport Beach and Golf Realty Fund dated March 27, 2012, and recorded in the Official Records of Orange County on January 29, 2014, as document number 2014000036369 ("Agreement") attached hereto as Exhibit "C" with a ten (10) year term.

C. On November 20, 2018, the City approved Coastal Development Permit No.

CD2017-039 to allow the demolition of the 18 existing tennis courts and construction of the Tennis Club, Villas and Bungalows at the Tennis Property, however, the Agreement was not amended or modified.

D. The Parties now wish to enter into that First Amendment extending the term for an additional year and updating certain provisions.

E. On May 12, 2022, the Planning Commission opened the noticed public hearing on this First Amendment and continued the item to May 26, 2022.

F. On May 26, 2022, the Planning Commission held the public hearing on this First Amendment and considered the testimony and information submitted by City staff. Property Owner, and members of the public. Consistent with applicable provisions of the Development Agreement Statute and Ordinance, the Planning Commission adopted Resolution No. PC2022- 008, recommending the City Council approve this First Amendment. hltps:Ngs.secure-recording.com/Batch/Confirmation/'I4786849 1 b?117

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: Citv Clerk
(Space Above This Line Is for Recorder's Use Only)
This First Amendment is recorded at the request and
for the benefit of the City of Newport Beach and is
exempt from the payment of a recording fee
pursuant to Government Code §§ 6103 and 27383.

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
between

CITY OF NEWPORT BEACH
and

GOLF REALTY FUND

CONCERNING PROPERTIES LOCATED AT TENNIS CLUB AT NEWPORT BEACH

WITHIN THE
NEWI'ORT BEACI-$ COUNTRY CLUB PLANNED COMMUNITY DISTRICT 15-118

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
(Pursuant to California Government Code Sections 65864-65869.5) This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT (the "First Amendment") is entered into and effective on the date it is recorded with the Orange County Recorder ("Effective Date") by and between the CITY OF NEWPORT BEACH ("City"), and GOLF REALTY FUND, a California limited partnership "Property Owner"). City and Property Owner are sometimes collectively referred to in this First Amendment as the "Parties" and individually as a "Party."

RECITALS
A. Property Owner is the managing owner of and owns a fee interest in title to that certain real property located in the City of Newport Beach, County of Orange, State of California which is more particularly described in the legal description attached as Exhibit "A" and depicted on the site map attached hereto as Exhibit "B" ("Property"). The Property consists of approximately seven (7) acres within the area shown on the City's Zoning Map as the Newport Beach Country Club Planned Community District. The Property comprises the Tennis Club at Newport Beach site shown on Exhibit `B" which consists of The Villas Sub -Area, The Tennis Club Sub -Area, and The Bungalows Sub -Area.

B. City and Property Owner entered into that certain Development Agreement between the City of Newport Beach and Golf Realty Fund dated March 27, 2012, and recorded in the Official Records of Orange County on January 29, 2014, as document number 2014000036369 ("Agreement") attached hereto as Exhibit "C" with a ten (10) year term.

C. On November 20, 2018, the City approved Coastal Development Permit No.

CD2017-039 to allow the demolition of the 18 existing tennis courts and construction of the Tennis Club, Villas and Bungalows at the Tennis Property, however, the Agreement was not amended or modified.

D. The Parties now wish to enter into that First Amendment extending the term for an additional year and updating certain provisions.

E. On May 12, 2022, the Planning Commission opened the noticed public hearing on this First Amendment and continued the item to May 26, 2022.

F. On May 26, 2022, the Planning Commission held the public hearing on this First Amendment and considered the testimony and information submitted by City staff, Property Owner, and members of the public. Consistent with applicable provisions of the Development Agreement Statute and Ordinance, the Planning Commission adopted Resolution No. PC2022- 008, recommending the City Council approve this First Amendment. 15-119

G. On June 28, 2022, the City Council held a noticed public hearing on this First Amendment and considered the testimony and information submitted by City staff. Property Owner, and members of the public. On July 12. 2022, consistent with applicable provisions of the Development Agreement Statute and Ordinance, the City Council held the second reading and adopted Ordinance No. approving this First Amendment.

H. This First Amendment is consistent with the City of Newport Beach General Plan ("General Plan"), including without limitation the General Plan's designation of the Property as "MU-H3/PR" (Mixed Use Horizontal /(Parks and Recreation) (Anomaly 46); Coastal Land Use Plan designation as "MU-H/PR (Mixed Use Horizontal / Parks & Recreation"; the Newport Beach Country Club Planned Community District that was adopted in 1997 by Ordinance No. 97-10 in order to establish appropriate zoning to regulate land use and development of the Property consistent with the General Plan; and Newport Beach Country Club Planned Community Development Plan No PC2005-002 approved for the Property on March 27, 2012 by Ordinance No. 2012-2.

1. The City Council finds that this First Amendment: (i) is consistent with the City of Newport Beach General Plan as of the date of this First Amendment; (ii) is in the best interests of the health, safety, and general welfare of City, its residents, and the public; (iii) is entered into pursuant to, and constitutes a present exercise of, City's police power; (iv) is consistent and has been approved consistent with the Mitigated Negative Declaration No.

ND2010-008 (SCH 2O10091052) and an Errata to Mitigated Negative Declaration No. ND2010- 008 (together referred as "MND") for the Newport Beach Country Club Planned Community District (PA2005-002) approved by the City Council, both of which analyze the environmental effects of the proposed development of the Project on the Property; and (v) is consistent and has been approved consistent with provisions of California Government Code section 65867 et seq. and Chapter 15.45 City of Newport Beach Municipal Code ("NBMC").

AGREEMENT
NOW, THEREFORE, City and Property Owner agree as follows:

1. Term of Agreement. Section 2.4 of the Agreement is hereby amended in its entirety to read as follows:
"The term of this Agreement (the "Tenn") shall commence on the Effective Date and continue until 2023, unless
otherwise terminated or modified pursuant to its terms.

Notwithstanding any other provision set forth in this Agreement to the contrary, the provisions set forth in Article 10 and Section

13.10 (as well as any other Property Owner obligations set forth in this Agreement that are expressly written to survive the Termination Date) shall survive the Termination Date of this Agreement."

2. Attorneys' Fees. Section 8.10 of the Agreement is hereby amended in its entirety to read as follows:
15-120

"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."

3. Notices. Section 13.1 of the Agreement is hereby amended in its entirety to read as follows:
"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, CA 92660
Attn: City Manager
With a copy to: City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Attn: City Attorney
TO PROPERTY OWNER: Golf Realty Fund
One Upper Newport Plaza
Newport Beach, CA 92660
Attn: Robert O'Hill
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: (1) the date received or (iii) three business days after deposit in the mail as provided above."
15-121

4. Full Force and Effect. Except as modified by this First Amendment, the entire Agreement, its exhibits, and the exhibits attached hereto, are incorporated herein to this First Amendment and shall remain in full force and effect.

5. Recitals. The Recitals set forth above are true and correct and incorporated herein by reference.

6. Recordation. The City Clerk shall record this First Amendment in the Office of the County Recorder of the County of Orange within the period required by California Government Code Section 65858.5 and Section 15.45.100 of the NBMC. (SIGNATURES ON NEXT PAGEI
15-122

SIGNATURE PAGE TO

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
"PROPERTY OWNER"
GOLF REALTY FUND, a California
limited partnership
Its:
"CITY"
ATTEST:

APPROVED AS TO FORM:
uldoon, Mayor
Attachments: Exhibit A — Legal Description of Property
Exhibit B — Depiction of Property
Exhibit C — Development Agreement Recorded January 29, 2014 E
15-123

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of 4�>tr } ss.

On _ -S r—p ,,r,�� `] , 20 2 2before me, _ � _ , Notary Public, personally appeared F.o b�r-� v j k"� 11 , wh roved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. » Fr».. SUSAN BERG...

IMIM(!.t S s
• �� COMM # 2399874 z
WITNESS my hand and official seal. • s ORANGE Courttyr 2 California Notary Pub) •
Comm Exp Apr. 19, 2028:
...........................

Signs re �— (seal)

ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County of } SS.

On , 20 before me, , Notary Public,
personally appeared , proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
C:7
(seal)
15-124

EXHIBIT A
LEGAL ;DESCRIPTION OF PROPERTY
Parcel 1 and Parcel 2 of Parcel Map 94-102, in the City of Newport Beach, County of Orange, State of California, as per Map filed in Book 316, Pages 3 to 6, inclusive, of Parcel Maps, in the office of the County Recorder of Orange County.

A-
15-125

THE VILLAS
1 �
i I
7(�tSTi
0 EXHIBIT B

DEPICTION OF PROPERTY

MASTER PLAN
• THE TENNIS CLUB
I new stadium court
Tennis Clubhouse
• THE VILLAS
5 single family homes
• THE BUNGALOWS
27 guest rental units

THE GOLF CLUB
15-126

EXHIBIT C
DEVELOPMENT AGREEMENT RECORDED JANUARY 29, 2014
C-1
15-127

F— '—,,"`I�r�rd*f).
d Official Records, Orange County
r �tiugtl. NClerk-Recorder
RECORDING REQUESTED BY �I�� I�IllNO FEE
AND WHEN RECORDED RETURN TO - - ; � $t 0 6 4 T t ` u
1t114.100036369 8:05 am 091Z9/14
City of Newport Beach =!'V 22 Al 32
3300 Newport Boulevard ':-O MD.00 0.00 0.00 93.00 0.00 0.00 0.00 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 LOCATED IN NEWPORT CENTER

WITHIN THE

NEWPORT BEACH COUNTRY CLUB PLANNED COMMUNITY DISTRICT
At "0773 03.07.12 0
V
15-128

,�,°JELOPiL ENT AGREEMENT
(Pursuant to California Government C'nde gPrtinne 6cQ6,1_p earn z� VdVVJvJJ
This DEVELOPMENT AGREEMENT (the "Agreement") is dated for reference purposes as of the 2A'day of ( a(-C h , 2012 (the "Agreement Date"), and is being entered into by and between the City of Newport Beach ("City"), and Golf Realty Fund, a California limited partnership "Property Owner"). City and Property Owner are sometimes collectively referred to in this 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 which is more particularly described in the legal description attached as Exhibit "A" and depicted on the site map attached hereto as Exhibit B (the, "Property"). The Property consists of approximately 7 acres within the area shown on the City's Zoning Map as the Newport Beach Country Club Planned Community District. The Property comprises the area shown on Exhibit B as The Villas Sub- Area, The Tennis Club Sub -Area, and The Bungalows 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 ApXeement 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. 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.

E. 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 Chub 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. Z p Z.- 2 .

A10-00773 �4 01.06.11 FINAL - 1 -
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F. In recognition of the significant public benefits d1hat this Agreement provides, 'the City Council has found that this Agreement: (i) is consistent with the City of Newport Beach General Plan as of the date of this Agreement; NO is in the hest intPreStc of the health safety, an­4 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) and the Mitigated Negative Declaration No. ND2010-008 for the Newport Beach Country Club Planned Community District (PA,` 005— i4o) approved by the City Council on or before the Agreement Date, both of which analyze the environmental effects of the proposed development of the Project on the Property, and (v) is consistent and has been approved consistent with provisions of California Government Code section 65867 and City of Newport Beach Municipal Code chapter 15.45.

G. On October 20, 2011 and November 17, 2011 , City's Planning Commission held public hearings on this Agreement, and on November 17, 2011, made findings and determinations with respect to this Agreement, and recommended to the City Council that the City Council approve this Agreement.

H. On January 24, 2012 and March 13, 2012 , the City Council also held public hearings 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 March 27, 2012 , consistent with applicable provisions of the Development Agreement Statute and Development Agreement Ordinance, the City Council adopted its Ordinance No. 2012-3 (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:

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. 2012-3 approving and adopting this Agreement.
"Agreement" shall mean this Development Agreement, as the same may be amended from time to time.
"Aureernent Date" shall mean March 27, 2012, which date is the date the City Council adopted the Adopting Ordinance.
"CEpA" shall mean the California Environmental Quality Act (California Public Resources Code Sections 21000-21177) and the implementing regulations promulgated A I O-Q0773 v4 01.06.I 1 FINAL
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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. "gly" 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 "Devel0ment" 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 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 Newport Beach Planned CommunityDevelopment Plan No. PC2005-002 for the Property adopted by Ordinance No. 2012-2, Vesting Tentative Tract Map No. NT2005-003, Site Development Review No. SD2011-002 as approved by Resolution No. 2012-10 for the Property, Limited Term Permit No. XP2011-004, and AlOM773 v401.06.11 FINAL
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Conversion of Development Rights as approved by City Council on or before the Agreement Date, as the same may be amended from time to time consistent with this Agreement. "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 Development Plan; and, to the extent not expressly superseded by the Development Plan or this Agreement, all other land use and subdivision regulations governing the permitted uses, density and intensity of use, design, improvement, and construction standards and specifications, procedures for obtaining required City permits and approvals for development, and similar matters that may apply to development of the Project on the Property during the Tenn of this Agreement that are set forth in Title 15 of the Municipal Code (buildings and construction), Title 19 of the Municipal Code (subdivisions), and Title 20 of the Municipal Code (planning and zoning), 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 the 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 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 such Development Regulations and becomes effective, if applicable; (iii) if a lawsuit is timely filed challenging the validity or legality of the Adopting Ordinance, this Agreement, and/or 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, and/or the applicable Development Regulations, 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; or (iv) the date of approval of a coastal development permit for the Project; (v) the date of or if a lawsuit is timely filed challenging the validity or legality of the approval of a coastal development permit for the Project, the date on which said challenge is finally resolved in favor of the validity or legality of the coastal development permit 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. Notwithstanding the foregoing, the Effective Date shall be no later than one hundred eighty (180) days from the Agreement Date. 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.

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"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, statuies, 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 M., 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 seM.., as amended ("RCRA"); the Emergency Planning and Community Right to Know Act of 1986, 42 U.S.C.

Sections 11001 et sep_, 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 sea., 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 sN., as amended; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136 et sQ., as amended; the Federal Safe Drinking Water Act, 42 U.S.C. Sections 300f et secs., as amended; the Federal Radon and Indoor Air Quality Research Act, 42 U.S.C. Sections 7401 et sea., as amended; the Occupational Safety and Health Act, 29 U.S.C. Sections 651 et sect., as amended; and California Health and Safety Code Section 25100, et sue.
"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. "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. "ftart or "Parties" shall mean either City or Property Owner or both, as determined by the context.

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"PIoicei" shalt 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 nrnzrit�rui in 4slai� A mravrr,en+ rl o-l.., 71.,..,,1...-_.., n t - s o ,�,.,, _ _ :c:. c�iieu �w u•..v<,iu tzt%rat z�cbutatiolls, as lne same may be modufieo or amended from time to time consistent with this Agreement and applicable Iaw, "Property" is described in Exhibit A and generally depicted on Exhibit B as The Tennis_ Club, The Villas, and The Bungalows 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 l l of this Agreement.

General Provisions.

2.1 Plan Consistency, Zoning Implementation.

This Agreement and the Development Regulations applicable to the Property are consistent with the General Plan.

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.

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 Califomia; (ii) if Property Owner or any co-owner 0 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 .U0-00773 vA 01.06.11 FTNAL h
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Property Owner has the legal authority to enter into this Agreement; (iv) that to the best of Property Owner's knowledge, Property Owner's entering into and performing its obligations set forth in this Agreement aril! 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) that to the best of Property Owner's knowledge, 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 shall terminate on the "Termination Date."
Notwithstanding any other provision set forth in this Agreement to the contrary, if either Party reasonably determines that the Effective Date of this Agreement will not occur because (1) 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, a coastal development permit 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 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 similarly be null and void at such time.

The Termination Date shall be the earliest of the following dates: (i) the tenth (loth) anniversary of the Effective Date, as said date may be extended in accordance with Section 5 of this Agreement; (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; (iii) as to any separate legal lot within the Property (but not as to the balance of the Property or the portion thereof that remains subject to this Agreement at such time), upon the "Lot Terinination Date" (defined below); or (iv) completion of the Project in accordance with the terms of this Agreement, including Property Owner's complete satisfaction, performance, and payment, as applicable, of all Development Exactions, the issuance of all required final occupancy permits, and acceptance by City or applicable public agency(ies) or private entity(ies) of all required offers of dedication.

As used herein, the term "Lot Termination Date" for any separate legal lot within the Property means the date on which all of the following conditions have been satisfied with respect to said Iot: (i) the lot has been finally subdivided and sold or leased (for a period longer than one year), individually or in a "bulk" of four or fewer lots, to a member of the public or other AIO-00773 v401,06.11 FINAL 7
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ultimata; user; (ii) a final Certificate of Occupancy or '-Reiease of Utilities" has been issued for the building or buildings approved for construction on said lot.

Notwithstanding any other provision set forth in this Agreement to the contrary, the provisions set forth in Article 10 and Section 13.10 (as well as any other Property Owner obligations set forth in this Agreement that are expressly written to survive the Termination Date) shall survive the Termination Date of this Agreement.

3. Public 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 (herein, the "Public Benefit Fee") in the sum of (i) Ninety-three thousandDollars ($ 93,000per each residential dwelling units; and (ii) Ten dollars ($10) per square foot of construction for the proposed golf clubhouse'; and (iii) Ten dollars ($10) per square foot of construction to the proposed tennis clubhouse, with the unpaid balance of said Public Benefit Fee increased on the first January I following the Effective Date of this Agreement by the percentage increase in the CPI Index between the Effective Date and said January I" 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 I 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 CPT 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, at the issuance of the building permit for each individual residential unit; and (ii) as to the golf clubhouse and tennis clubhouse construction, at the time each building permit is issued to Property Owner or on Property Owner's behalf. Notwithstanding any other provision set forth in this Agreement to the contrary, during the Term of this Agreement City shall not increase the Public Benefit Fee except pursuant to the CPI Index as stated in this Section 3.1. The Public Fee Benefit Fee shall be calculated based on the total square feet of construction for the proposed golf clubhouse and proposed tennis clubhouse Property Owner shall not be entitled to any credit or offset to the Public Benefit Fee for any existing buildings or structures. Property Owner The City has entered into a separate Development Agreement with The Newport Beach Country Club, Inc., Development Agreement No. 'Qp i (the "NBCC DA"), pertain. ng to the development of a golf clubhouse on the adjacent property. This requirement to pay a Public Benefit Fee for the construction of the golf clubhouse shall not apply to Property Owner, unless Property Owner itself, or its successors or assignees, is seeking issuance of permits for the construction of a golf clubhouse on the adjacent property.

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aclmowledges 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 Apr PP_ment and is not ca���m� f.-..P.-. l�:a�.�.. t7:_.,,x� i n _ -,: �..:y s outt�dtlons and Property Owner's vesting .rights to be acquired hereunder, and that Property Owner expressly waives any constitutional, statutory, or common law right it might have in the absence of this Agreement to protest or challenge the payment of such fee on any ground whatsoever, including without limitation pursuant to the Fifth 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 Project.

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. 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 ApDrovals 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 pro•risions set forth in this Agreement, and regardless of whether such overriding or superseding laws, regulations, rules, or n10-00773 ,,101.06a1 RNAL 9
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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 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 .AIOM773 va 01-06.11 FPJAL 10
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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.

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 A 10-00773 c4 0 L06.11 FINAL I I
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assessments, business license fees, builds or other security required for public improvements, transient occupancy taxes, sales taxes, property taxes, sewer lateral connection fees, water CPiVTC'e r_.gnn ctinn fps new water meter fad " at..,
- �, uiev �,�::v},iicy IUA PdydDle Llnoer
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 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 Iaw 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 constn3ction or installation of same shall apply.

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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 nr zhnll lie lnfnmrnf� to ,-cr+„:ro 0 4" do .. a.... . r_ " , -- --- ,1 ...,. .� ;..,,.. .._--.7 11. on_fltaLILe t,, vs rc5ci'i� tv U1 Aux UJU UCr1C11t Uf r oDe-i-LV 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.

4.4 Tentative Subdivision Maps
City agrees that Property Owner may file and process new and existing vesting tentative maps for the Property consistent with California Government Code sections 66498.1-66498.9 and City of Newport Beach Municipal Code chapter 19.20. Pursuant to the applicable provision of the California Subdivision Map Act (California Government Code section 66452.6(a)), the life of any tentative subdivision map approved for the Property, whether designated a "vesting tentative map" or otherwise, shall be extended for the Term of this Agreement.

5. Amendment or Cancellation of Agreement
Other than modifications of this Agreement under Section 8.3 of this 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 California Government Code section 65868 and City of Newport Beach Municipal Code section 15.45.060 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.

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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 o-t, tic Y•
b wa. n .inuj`,cevsevt. .n .'ILY, rn tt3�+ l�.[t3LJ11aUle eXel-16C :it ii5 e:ati.CLULrora, may reG_uire, thirty (30) days prior to each anniversary of the Effective Date during the Term.

7.3 Procedure.

The City Council of City 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 City Council finds that Property Owner has so complied, the annual review shall be concluded. If the City Council 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 City Council's finding of non-compliance, and Property Owner shall be given at least ten (10) days to cure any noncompliance that relates to the payment of money and thirty (30) days to cure any other type of noncompliance. If a cure not relating to the payment of money cannot be completed within thirty (30) days for reasons which are beyond the control of Property Owner, Property Owner must commence the cure within such thirty (30) 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.

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.

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 have the right to 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) days if the Default relates to the failure to timely make a monetary payment due hereunder and not less than thirty (30) days in the event of non -monetary Defaults) in which the Default must be cured (the "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) days after it receives the Notice of Default, and thereafter diligently pursue said cure to completion.

8.2 Default by Property Owner.

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If Property Owner is aiieged 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 tart4iAin fen ki j y Ys --- -0 ii`-118 ilie -4-1- 01 '�JG1s` uu, and a public nearing snail lie scheduled ai 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.

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 with respect to a non -monetary 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, 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. It is the intention of the Parties that, while the City Council may declare a default and initiate termination of this Agreement on the basis of substantial evidence in the administrative record, if the declaration of default is contested in court, the court will review the default claim de novo and base its decision on whether the preponderance of evidence supports the City Council's finding of breach.

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 Terra 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 Performmance Remedy
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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 bcguri. r"aacr sueh implumeniailon, both Property Owner and Citymay ha foreclosed 1 �. a,, 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.

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 Iiability 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 recover all of its actual and reasonable 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 expert witness fees, attorneys' fees, and costs of investigation and preparation before initiation of the Action. The right to recover these costs and expenses shall accrue upon initiation of the Action, regardless of whether the Action is prosecuted to a final judgment or decision.

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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, directly or indirectly, from the acts, omissions, or operations of PropertyOwner 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 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, 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 A10-00"3 A 01.06.11 FINAL 17
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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 lam.._.._- _ 1 /1 1 9
vw►xei Shall be enddud to retain the same ( provided it has Bally nertbr-red 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 die 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 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 fee interest in 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 assurnption, 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 A10-00773 v401.06.11 FINAL 18
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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.

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 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.

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 pertormance A10-00773 va 01,06.11 FINAL 19
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except that: (i) tilc Mortgagee small 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 anri covenant to DP a e r1, t o 2naa2�
_ J13-Y —v ilia iS a vatuiii VII Lv WU i-L LviIii alicu oI a v by City, that performance shall continue to be a condition precedent to City's performance.

12.4 Notice of Default to Mortgage!,-,, 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 (H) 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 thirty (30) days after receiving a Notice of Default with respect to a non -monetary Default. If the Mortgagee can only remedy or cur a non -monetary Default by obtaining possession of the Property, Chen 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.

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13. Miscellaneous Terms.

13.1 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 in the United States avail, certified, return receipt requested, and postage prepaid; or delivered 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
3300 Newport Boulevard
Post Office Box 1768
Newport Beach, California 92663-3884
Attn: City Manager
With a copy to: City Attorney
City of Newport Beach
3300 Newport Boulevard
Post Office Box 1768
Newport Beach, California 92663-3884
TO PROPERTY OWNER: Golf Realty Fund
One Upper Newport Plaza
Newport Beach, California 92660
Attn: Robert O Hill
With a copy to: Tim Paone
Cox Castle & Nicholson, LLP
19800 MacArthur Blvd., Suite 500
Irvine, CA. 92612
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.

13.2 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 teams, 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.

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13.3 Cooperation.

Each Party shall cooperate. with and pro -ode reasonable assistance to the o+cr Part- to y
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.

13.4 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 attorneys fees incurred by the City in furnishing an estoppels certificate.

13.5 Rules of Construction.

The singular includes the plural; the masculine and neuter include the feminine; "shall" is mandatory; and "may" is permissive.

13.6 Time Is of the Essence.

Time is of the essence regarding each provision of this Agreement as to which time is an element.

13.7 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.

13.8 Counterparts.

This Agreement may be executed in two 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 and the same agreement.

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13.9 Eniire Agreement.

T11i.s Aor(,e.mf-n (,nnsifivtaf6- on
g- tra �ArnentivaU1 Supers -3es ttl prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter addressed in this Agreement.

13.10 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 13.10 shall apply regardless of whether the Effective Date occurs and after the Termination Date.

13.11 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.

13.12 Successors and Assigns, Construcrive 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 13.12 applies regardless of whether the instrument by AIO.00773 A 01.06.I 1 HNAL 23
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which such person 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 ii--i Section 1 I.

13.13 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.

13.14 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.

13.15 Section Headings.

All section headings and subheadings are inserted for convenience only and shall not affect construction or interpretation of this Agreement.

13.16 Ineomoration 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 I DESCRIPTION

DESIGNATION
A I Legal Description of Property
B I Depiction of the Property I

13.17 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.

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SIGNATURE PAGE TO

DEVELOPMENT AGREEMENT
"PROPERTY OWNER"
By:

Its:

By:

Its:
"CPIY„
ATTEST:

City Clerk
ROVED AS TO FORM:
12,
Aaron Harp, City Attorney i
A1MOM A 01.06.11 FINAL 25
a

CITY OF NE --ORTBEAG
By: --
Its: Mayor
15-153

STATE OF CALIFORNIA

COUNTY OF ORANGE
On NO V 1 �-I , 2 C, 1'> , before me, PV N 010L VE -/ , a NotaryPublic in and for said State, personally appeared Na v -t L\-lNiL3 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal. JENNIfEA aNfr4 Mt1LVEY Commission # 2045022
Notary Public - California i
Orange County
No Pubc in and fo My Comm. Ex ires 0012, 2017+
said and State 1

ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ORANGE
On , before me , a Notary
Public in and for said State, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Notary Public in and for
said County and State
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SIGNATURE PAGE TO
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"PROPERTY OWNER"
By:

Its:

By:

Its:
«Cilly„

CITY OF NEWPORT BEACH
By:

Its: Mayor
ATTEST:

City Clerk
ROVED AS TO FORM:

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A10-00773 va 01.06.11 RNAL 25
15-155

STATE OF CALIFORNIA
CGUt3TY OF GRANGE
On I j 1 4-1 i _C) i -4- ,before me,a Notary Public
in and for said State, personally appeared F--o gE n--t- V rt t I who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/aFe subscribed to the within instrument and acknowledged to me that helshetdmy�executed the same in hWhw/their authorized capacity(40, and that by his/her/their signatures(() on the instrument the person(s), or the entity upon behalf of which the person(&) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
--------------------
Witness my hand and official seal, SHANE THOMAS JOHNS"
Commission # 1991314
i ' a Notary Public - Ca5fornia z
Orange County >
My Comm. Expires Sep 16, 2016
Notary Public in and for
said County and State

ACKNONVLEUGNIENT

STATE OF CALIFORNIA

COUNTY OF ORANGE
On , before me, , a Notary
Public in and for said State, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

Witness my hand and official seal.

Notary Public in and for
said County and State
15-156

EXHIBIT A
LEGAL UESi:RI fION OF PROPERTY.

The Property:

Parcel I and Parcel 2 of Parcel Map 94-102, in the City of Newport Beach, County of Orange, State of California, as per Map filed in Book 316, Pages 3 to 6, inclusive, of Parcel Maps, in the office of the County Recorder of Orange County.

A 10-00773 v4 01.06.11 1.7NAL
15-157

m:I1.0 10 6,

DEPICTION OF PROPERTY

TO BE INSERTED
A10.007n r40LKIIFRaL
Paea
15-158

THE VILLAS
THE
BUNGAL

EXHIBIT B

DEPICTION OF PROPERY

MASTER PLAN
-THE TENNIS CLUB - Sub•Aiea
I new stadium court
Tennis Clubhouse
• THE VILLAS - Sub Area
5 single family homes
• THE BUNGALOWS Sub Area
27 guest rental units
• THE GOLF CLUB • Sub Area

NOT A PART
THE

INIS CLUB
71 NBCC
Planned Community
s t e a m s LXHIBIT

ARC HITEC URE
I OF 1
15-159

Attachment F
City Council Staff Report, Dated September 27, 2022
15-160

September 27, 2022
Agenda Item No. 15
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Seimone Jurjis, Community Development Director - 949-644-3232, [email protected]
PREPARED BY: David Lee, Associate Planner, [email protected] PHONE: 949-644-3225
TITLE: Ordinance Nos. 2022-19 and 2022-20: Tennis Club at Newport Beach Project Amendment (PA2021-260)
ABSTRACT:

The applicant requests an amendment to the approved Tennis Club at Newport Beach project to 1) increase the number of future tennis courts from seven to eight courts; 2) increase the number of future hotel rooms from 27 to 41 rooms; 3) increase the gross floor area of the ancillary hotel uses by 4,686 square feet; and 4) provide three attached condominium units and two detached single-family residences in -lieu of five detached single-family residences. The request also includes a 10-year term extension to the approved project's development agreement to ensure the orderly development of the property and certain public benefits to the City of Newport Beach (City).

For the City Council's consideration is the adoption of three resolutions for environmental clearance and planning applications for the project, and the introduction of two ordinances to amend the Newport Beach Country Club Planned Community Development Plan and approval of a second amendment to the approved project's development agreement. If approved, the item will return to the City Council on October 11, 2022, for the second reading and adoption of the two ordinances. The requested local coastal program amendment (Title 21 Amendment) will not become effective until approval by the California Coastal Commission (CCC) and adoption.

RECOMMENDATION:
a) Conduct a public hearing;
b) Adopt Resolution No. 2022-65, A Resolution of the City Council of the City of Newport Beach, California, Adopting an Addendum to Mitigated Negative Declaration No. ND2010-008 for the Tennis Club at Newport Beach Located at 1602 East Coast Highway;
15-161

c) Adopt Resolution No. 2022-66, A Resolution of the City Council of the City of Newport Beach, California, Approving a General Plan Amendment, Amendment to Major Site Development Review No. SD2011-002, Amendment to Coastal Development Permit No. CD2017-039, Amendment to Vesting Tentative Tract Map No. NT2005-003, and Amendment to Limited Term Permit No. XP2011-004 for the Tennis Club at Newport Beach Located at 1602 East Coast Highway (PA2021-260);
d) Adopt Resolution No. 2022-67, A Resolution of the City Council of the City of Newport Beach, California, Authorizing Submittal of Local Coastal Program Amendment to the California Coastal Commission to Amend the Newport Beach Country Club Planned Community Development Plan (PC-47) for the Tennis Club Located at 1602 East Coast Highway (PA2021-260);
e) Waive full reading, direct the City Clerk to read by title only, and introduce Ordinance No. 2022-19, An Ordinance of the City Council of the City of Newport Beach, California, Approving an Amendment to the Newport Beach Country Club Planned Community Development Plan (PC-47) for the Tennis Club at Newport Beach Located at 1602 East Coast Highway, and pass on to second reading on October 11, 2022; and
f) Waive full reading, direct the City Clerk to read by title only, and introduce Ordinance No. 2022-20, An Ordinance of the City Council of the City of Newport Beach, California, Approving the Second Amendment to the Development Agreement (DA2008-001) for the Tennis Club at Newport Beach Located at 1602 East Coast Highway (PA2021-260), and pass on to second reading on October 11, 2022.

DISCUSSION:

The subject property is approximately seven acres in size and presently improved with a private tennis club consisting of a 3,725-square-foot tennis clubhouse, 14 tennis courts, 32 pickle ball courts, and a 125-space surface parking lot. The subject property is located adjacent to the Newport Beach Country Club golf course and is west of the Corporate Plaza West Planned Community, which consists of several office buildings. The site is also located directly south of the Granville residential community.

On March 27, 2012, the City Council approved land use entitlements and executed a 10-year term development agreement (DA) to allow the redevelopment of the tennis club site into three distinct components:
1) Tennis Club — Reconstruct the existing 3,725-square-foot tennis clubhouse, and reduce the total number of tennis courts from 24 to seven courts, including one lighted stadium court;
2) Hotel (Bungalows) - Construct a 27-room boutique hotel with ancillary uses consisting of a spa and fitness center and a concierge guest center; and 3) Residential (Villas) - Construct five detached single-family residences. 15-162

The project described above (Approved Project) has not been implemented to date and continues to operate as a private tennis club, with pickleball courts being introduced in 2019.

On June 28, 2022, the City Council approved the first amendment to the DA previously approved in 2012, which authorized the extension of the DA by one year. This provided City staff additional time to review an amendment to the Approved Project that was submitted by the applicant on November 2, 2021.

Since the proposed project involves a Local Coastal Program Amendment requiring subsequent approval by the California Coastal Commission (CCC), if the CCC does not approve the amendment, the entire application would not become effective.

Project Description
The applicant is requesting an amendment to the Approved Project to add one tennis court for a total of eight tennis courts, to add 14 hotel units for a total of 41 hotel units with additional ancillary uses, and to allow three of five single-family residential units to be converted to condominiums (Proposed Project).

The applicant's project description and project plans are available online at https://ecms.newportbeachca.gov/\ Neb/O/fol/2834530/Rowl.aspx Table 1 below provides a summary of the Approved Project comparing it to the Proposed Project.

Table 1 — Proiect Comparison
Use
Approved Project
Proposed Project
Tennis
Clubhouse (3,725 sq. ft.)
No Change
7 Tennis Courts
8 Tennis Courts (+1)
Hotel
27 Hotel Rooms
41 Hotel Rooms (+14)
Concierge Center (2,200 sq. ft.)
No Change
Spa/Fitness Center (7,500 sq. ft.)
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
2 Detached Single -Family Residences
Residences
3 Attached Condominiums
15-163

General Plan
The subject property has a General Plan Land Use designation of Mixed -Use Horizontal 3/Parks and Recreation (MU-H3/PR). The Mixed Use Horizontal 3 designation on the subject site provides for the horizontal intermixing of regional commercial office, hotel, single-family and multi -family residential, and ancillary commercial uses. The PR designation applies to land used or proposed for active public or private recreational use.

Permitted uses include parks (both active and passive), golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities.

The project site is designated as Anomaly No. 46 by the existing Land Use Element, which limits development intensity to 3,725 square feet for a tennis club building and 24 tennis courts at the subject property. Residential use is also permitted in Anomaly No. 46 in accordance with MU-H3/PR designation. As part of the Approved Project, the City Council authorized the conversion of 17 tennis courts to 27 hotel rooms on a traffic neutral basis. Since the Approved Project did not include a General Plan Amendment, the conversion did not change Anomaly No. 46.

The applicant seeks no changes to the General Plan designations, but rather requests to increase the number of hotel rooms from 27 to 41 rooms and the number of tennis courts from seven to eight courts. The subject property would remain Mixed -Use Horizontal 3/Parks and Recreation (MU-H3/PR). The Proposed Project is consistent with the MU-H3/PR designation as it includes a mix of land uses including single-family residential, attached residential condominiums, recreational tennis club facilities, and visitor -serving commercial uses. These uses are permitted as stated above. A complete consistency analysis of each of the applicable General Plan policies is provided in the attached Draft Resolution (Attachment B) and included in Table 5-12 of the Land Use and Planning Section of the Mitigated Negative Declaration Addendum.

Charter Section 423 (Measure S)
Pursuant to City Charter Section 423 and Council Policy A-18, an analysis must be prepared to establish whether a proposed General Plan Amendment (if approved) requires a vote by the electorate. Charter Section 423 requires voter approval of any major amendment to the General Plan. A major General Plan amendment is one that significantly increases allowed density or intensity by 40,000 square feet of non- residential floor area or increases traffic by more than 100 peak hour vehicle trips (AM/PM) or increases residential dwelling units by 100 units. These thresholds apply to the total of increases resulting from the amendment itself, plus 80 percent of the increases resulting from other amendments affecting the same neighborhood (defined as a Statistical Area as shown in the General Plan Land Use Element) and adopted within the preceding 10 years.
15-164

The subject property is within Statistical Area L1. Only 14 hotel rooms are required to be analyzed for Charter Section 423 since the 27 hotel rooms have been previously converted from the 17 tennis courts. The proposed GPA results in an increase of 14,000 square feet (1,000 square feet per hotel room), 9.51 AM trips, and 12.42 PM trips based on the most recent ITE trip rates pursuant to City Council Policy A-18. Prior amendments within the past 10 years are the Vivante Senior Housing and Residences at Newport Center projects. Charter Section 423 requires consideration of 80 percent of prior increases, which results in a cumulative increase of 94 dwelling units, 23 AM trips, and 43 PM trips between both projects. There were no nonresidential gross square footage increases with these two prior amendments. When combined with 80 percent of the prior amendment increases, this results in cumulative increases of 14,000 square feet, 32.51 AM trips, and 55.42 PM trips. As a result, no vote of the electorate is required should the City Council choose to approve the General Plan Amendment.

Local Coastal Program
The proposed amendment to the Local Coastal Program Implementation Plan (Title 21) is consistent with the Coastal Land Use Plan (CLUP), which designates the property as MU-H/PR (Mixed Use Horizontal/Parks and Recreation). This designation allows a 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 club and eight tennis courts, a 41-unit hotel development and ancillary uses, and five residential units.

All of these uses are intended to provide an updated recreational facility to serve the residents and visitors of the city. Additionally, the amendment is consistent with the applicable land use policies of the CLUP, as provided in the attached draft resolution.

Therefore, an amendment to the CLUP is not necessary.

Title 21 includes specific development standards for the Approved Project. As a result, an amendment to Title 21 is necessary to revise the development standards listed in Section 21.26.055.S, which specifically refers to the Newport Beach Country Club Planned Community (PC-47) development standards of the "Tennis Club", "The Villas", and "The Bungalows." The following amendments are proposed:

1. The amendment increases the density and intensity limit for the number of tennis courts from seven to eight courts. The addition of the tennis court increases the minimum required parking from 28 spaces to 32 spaces (four spaces per court).

2. The amendment converts three of the five single-family residences to attached residential condominium units. Therefore, the amendment revises the density and intensity limit for the Villas from five to two single-family residences and removes previous development standards for three single-family residences referred to as Villas C, D and E.
15-165

3. The amendment includes new development standards for attached residential condominiums, which have a density limit of three 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 feet from any property line. The remaining single-family residences require a minimum of two enclosed parking spaces and one guest parking space per unit, while the proposed attached condominiums require a minimum of three enclosed parking spaces and one guest parking space per unit.

4. The amendment revises the density and intensity limits for the bungalows from 27 to 41 short-term guest rental rooms. Additionally, the maximum allowable gross floor area increases from 28,300 to 47,484 square feet, and square footage for ancillary hotel uses are included. A minimum of one space per hotel unit is required.

Planned Community Development Plan Amendment
In 2012, the City Council adopted NBCC Planned Community Development Plan (PC-47) for the subject site as part of the Approved Project that also includes the adjacent Newport Beach Country Club golf course site. All proposed changes as part of the Proposed Project are limited to the tennis club property and do not apply to the golf club.

The Proposed Project is consistent with the intent and purpose of PC-47 in that the tennis club, hotel, and residential uses and their development standards have already been allowed and are in place on the tennis club site. The proposed changes are minor adjustments to the building height, setbacks, and parking standards in order to accommodate the Proposed Project. Additionally, PC-47 provides guidelines for architectural design to include coordinated and cohesive architecture which exhibits quality that is in keeping with the surrounding area in Newport Center. The Proposed Project includes additional hotel rooms and two 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 attached residential condominium loft buildings and additional hotel rooms to be at a maximum of 46 feet high and comply with the height limit.

Site Development Review
On January 24, 2012, the City Council approved Site Development Review No. SD2011- 002, which authorized construction of the Approved Project. The proposed changes to the Approved Project necessitate an amendment to the approved Site Development Review.

The proposed development complies with all Site Development Review criteria specified in PC-47 to provide a coordinated, cohesive and comprehensive large-scale planning project. The Approved Project features a distinct and cohesive architectural style (Figure 2), and includes landscaping components, signage and circulation design, which are compatible with the character of the neighboring uses and surrounding sites. 15-166

The additional 14 hotel rooms and attached residential condominium buildings are designed to be of similar architectural style, which includes smooth plaster exterior siding, clay tile roofs, and stone veneer exterior accent finishes. As a result, the Proposed Project is compatible with the Approved Project, and is not detrimental to the orderly and harmonious development of the surroundings and of the city.

The Proposed Project promotes additional functionality between residential and hotel components, as residential condominiums are attached to hotel units in two separate loft buildings. Underground parking is provided in the loft buildings, with additional street parking and parking lots to serve hotel and tennis club guests. Each of the two single- family residences provide a two -car garage to serve its residents. The project has been designed to include a surplus of 40 spaces beyond what is required.

The development is designed to maximize aesthetic quality as viewed from surrounding properties. The property is separated from East Coast Highway by a commercial office plaza which is comprised of three two-story office buildings at 1200 Newport Center Drive.

The office plaza includes landscaping along East Coast Highway with trees and various plantings. The Newport Beach Country Club golf clubhouse is located approximately 150 feet west of the property. The development's multiple components (tennis club, residential, and hotel) have been designed and sited to function cohesively, not only with each other, but also with the adjacent golf course uses and surrounding development.

Coastal Development Permit
The subject property is located within the Coastal Zone. Therefore, the Proposed Project requires a coastal development permit.

The Proposed Project is consistent with the Coastal Land Use Plan, which designates the site as Mixed -Use Horizontal/Parks and Recreation (MU-H/PR). The MU-H land use designation of the Coastal Land Use Plan allows the horizontal intermixing of hotel units, single-family residences, attached residential condominiums, and tennis club facilities on the project site. Additionally, the MU-H designation identifies a maximum density/intensity limit of 1.5 floor area ratio (FAR), with a minimum FAR of 0.25 and a maximum FAR of

0.5 for retail uses and a maximum of 1.0 for residential. The project proposes 65,595 square feet of nonresidential floor area (approximately 0.21 FAR) for the hotel rooms, concierge & guest center, and ancillary hotel uses which include a performance therapy center, yoga pavilion, office, common area, and a spa and fitness center. The five residential dwelling units total 20,653 square feet (approximately 0.06 FAR). The proposed density/intensity of the hotel and residential units comply with the FAR limitations identified in the Coastal Land Use Plan.

The PR coastal land use designation applies to land used or proposed for active public or private recreational use. Permitted uses include parks (both active and passive), golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. The PR designation on this site is applicable to the existing and proposed private tennis club and tennis courts. 15-167

The density/intensity limitations include incidental buildings, such as maintenance equipment sheds, supply storage, and restrooms, not included in determining intensity limits. The proposed tennis club and ancillary uses are consistent with this land use designation.

The property is not located between the nearest public road and the sea or shoreline and will not affect the public's ability to gain access to, use or view the coast and nearby recreational facilities. Coastal Land Use Plan, Policy 4.4.1-6 and Figure 4-3 (Coastal Views) identify the closest public view road as Newport Center Drive, located approximately 170 feet east of the project site and the closest public viewpoint as Irvine Terrace Park, located 525 feet south of the project site. Coastal views from these view corridors and viewpoints are directed toward Newport Bay and the Pacific Ocean. Since the project site is located to the north of Irvine Terrace Park, the Proposed Project will not affect coastal views due to its orientation. From Newport Center Drive, there is a zero to 40-foot grade difference to the project area below.

An analysis of the fiscal and economic Impacts was prepared on August 29, 2022, by Kosmont Companies to analyze the construction of new visitor accommodations in the coastal zone in accordance with the requirements of Section 21.48.025 (Local Coastal Program Implementation Plan, Standards for Specific Land Uses, Visitor Accommodations) of the NBMC. The report provides a feasibility analysis stating that the anticipated average daily room (ADR) rate for all 41 rooms is approximately $920 and the statewide average daily room rate is $205.69. Because the anticipated ADR will well exceed the statewide average, the proposed accommodations are not considered lower cost accommodations. The report considers the specific location of the property as an inappropriate location for low-cost accommodations. Additionally, low-cost accommodations are not feasible due to prohibitive land and construction costs. The property does not currently provide accommodations of any kind and implementation of the Project would not directly impact low-cost accommodations. While the Project would not include any lower cost accommodations, the Local Coastal Program Implementation Plan would identify the Project as generating an impact simply by not providing lower - cost accommodations. There is no impact on the provision of lower -cost visitor accommodations in the Coastal Zone as creating lower cost accommodations at the site is infeasible and there is no nexus to an actual impact; therefore, no mitigation is required.

The Project features larger guest facilities with bedrooms, separate living rooms with sofa beds, and many rooms with kitchens. These features will accommodate more occupants per room, which lowers the costs per occupant.

Tentative Vesting Tract Map
On January 24, 2012, the City Council approved a Vesting Tentative Tract Map, which authorized the creation of separate lots for five single-family residences, 27 hotel rooms, and lettered lots for common areas and a private street. The applicant proposes an amendment to the vesting tentative tract map to accommodate the Proposed Project. 15-168

The amended map reflects the combination of two previously divided lots, which results in the elimination of one lot. These two lots were intended for two detached -single family residences. The map has also been modified to include residential condominium portion of the Proposed Project.

All construction for the project has been conditioned to comply with all Building, Public Works, and Fire Codes, which are in place to prevent serious public health problems. The Public Works Department has reviewed the proposed revisions to the approved vesting tentative tract map and determined it is consistent with the Newport Beach Subdivision Code (Title 19) and applicable requirements of the Subdivision Map Act.

Limited Term Permit
The applicant is requesting a limited term permit (LTP) to allow two temporary modular trailers and portable toilets during construction. Both modular trailers are approximately 33 feet long and 13 feet wide. One modular trailer is proposed to be used as a construction office located at the southwest portion of the property and will be staged at this location through the entire duration of the Proposed Project, which is estimated to be approximately 20 months. The second modular office is proposed to be used as a temporary office for tennis club operations and will be located on the easterly portion of the property through the construction of the tennis clubhouse, which is estimated to be approximately 16 months. The portable toilets are proposed to serve the temporary tennis club office and located nearby.

Development Agreement
On March 27, 2012, the City Council approved a Development Agreement between the City and the Applicant for the Approved Project. The DA was executed and recorded, on January 29, 2014, with a 10-year term. The DA provides vested rights to develop the Approved project and the City negotiated public benefit fees of ninety-three thousand $93,000 per each residential dwelling unit and $10 per square foot of construction for the tennis clubhouse, for a grand total of $502,250. These fees are subject to annual adjustments, based on the CPI Index.

On July 12, 2022, the City Council approved the First Amendment to the DA to extend the term of the agreement by one year. The DA will expire on September 23, 2023. In accordance with Section 15.45.020.A.2.c (Development Agreement Required) of the NBMC, a reconsideration of the agreement is required as the Proposed Project, which includes an amendment to PC-47 and a General Plan Amendment to increase the number of hotel rooms from 27 to 41 rooms, which is new non-residential development in Statistical Area L1 (Newport Center/Fashion Island).

The applicant requests an additional 10-year term of agreement (Second Amendment), pursuant to Section 15.45.070 (Amendment/Cancellation). The Second Amendment provides assurance that the applicant may proceed with the Proposed Project in accordance with existing policies, rules and regulations, and conditions of approval. 15-169

Additionally, the Second Amendment to the DA helps the applicant avoid a waste of resources and escalated costs of the Proposed Project while encouraging a commitment to private participation in comprehensive planning.

The Second Amendment (Attachment E) also specifies the updated permitted uses, density and intensity, and maximum height and size of proposed buildings, consistent with the Proposed Project. Additionally, the Second Amendment to the Agreement includes all mandatory elements, including public benefits that are appropriate to support conveying the vested development rights consistent with the City's General Plan, NBMC, and Government Code Sections 65864 et seq. No changes to the public benefit fees are proposed.

A more complete summary and analysis of the Proposed Project and related entitlement findings can be found in the attached September 8, 2022 Planning Commission staff report (Attachment F).

Planning Commission Review and Recommendation
The Planning Commission held a public hearing on September 8, 2022. The main topics discussed by the Planning Commission were confirmation of the applicant's request to maintain the existing private tennis club with tennis courts, the City's process for conversion of tennis courts to pickleball courts, tennis club and pickleball club operations as they relate to occupancy, parking, traffic, and noise impacts to the surrounding uses, and level of details on the submitted plans for project approval. Nine members of the public addressed the Planning Commission regarding the Proposed Project. 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 Proposed Project. The Planning Commission staff report, meeting minutes, and resolution are attached for reference as Attachments F, G and H.

FISCAL IMPACT:

The applicant is required to reimburse the City for all costs associated with the review of the application. The applicant has agreed to the terms of the draft Second Amendment stated above that requires the payment of $502,250 in addition to all required permit fees and development impact fees.

ENVIRONMENTAL REVIEW:

On March 27, 2012, the Newport Beach City Council approved Mitigated Negative Declaration No. ND2010-008 (SCH 2O10091052) and an Errata to Mitigated Negative Declaration No. ND2010-008 (together referred as WND") that addressed the potential environmental effects associated with the Approved Project. 15-170

Although the Project necessitates an amendment to the General Plan due to the increased number of hotel rooms and tennis courts, there are no proposed changes to the land uses permitted per the General Plan land use designation. Additionally, based on the changes associated with the Project, there are no conditions that would require the preparation of a subsequent or supplemental MND. As a result, an Addendum to the MND was prepared pursuant to Section 15162 (Subsequent EIRs and Negative Declarations) and 15164 (Addendum to an EIR or Negative Declaration) of the CEQA Guidelines.

On the basis of the MND and entire environmental review record, the additional tennis court, hotel rooms, ancillary hotel uses, and conversion of three (3) single-family residences to condominium units will not result in any new significant impacts that were not previously analyzed in the MND. The Addendum confirms and provides substantial evidence that the potential impacts associated with this Proposed 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 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.
6,rot 11 rig l0rev
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.

ATTACHMENTS:

AttaGhmi en+i..Tt A Reseliutieni- No. 2022 65
Atta Ghh-rmen�/
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i.�-rc-�Re� itinrazroni-rNo� 20z2-66
AttaGhmrrceRt�—Ftl2.`elit'"crvrni No. 2022 67
AttaGhmont D Orrd TnoN� (1� Q
AttaGhmrre c E QrdiRaRGe Ne. 2022 20
Attachment F — Planning Commission Staff Report, Dated September 8, 2022 Attachment G — Planning Commission Minute Excerpts, Dated September 8, 2022 Attachment H —Planning Commission Resolution No. PC2022-022 15-171

Attachment F
Planning Commission Staff Report, Dated September 8, 2022 (without attachments) 15-172

PO
cgL'FOP-
SUBJECT:

CITY OF NEWPORT BEACH

PLANNING COMMISSION STAFF REPORT
September 8, 2022
Agenda Item No. 3
Tennis Club at Newport Beach Project Amendment (PA2021-260) ■ General Plan Amendment
■ Local Coastal Land Use Plan Amendment
■ Planned Community Development Plan Amendment
■ Major Site Development Review Amendment (SD2011-002)
■ Coastal Development Permit Amendment (CD2017-039)
■ Vesting Tentative Tract Map Amendment (NT2005-003)
■ Limited Term Permit Amendment (XP2011-004)
■ Development Agreement Amendment (DA2008-001)
■ Addendum to Mitigated Negative Declaration (ND2010-008) SITE 1602 East Coast Highway
LOCATION:

APPLICANT: Robert O' Hill (Golf Realty Fund, Managing Owner) OWNER: Dba NBCC L & I
PLANNER: David Lee, Associate Planner
949-644-3225 or [email protected]

PROJECT SUMMARY
The applicant requests an amendment to the approved Tennis Club at Newport Beach project to 1) increase the number of future tennis courts from seven (7) to eight (8) courts, 2) increase the number of future hotel rooms from 27 to 41 rooms, 3) increase the gross floor area of the ancillary hotel uses by 4,686 square feet, and 4) provide three (3) attached condominium units and two (2) detached single-family residences in -lieu of five (5) detached single-family residences. The request also includes a 10-year term extension to the approve project's Development Agreement to ensure the orderly development of the property and certain public benefits to the City.

RECOMMENDATION
1) Conduct a public hearing;
2) Find that the Proposed Project will not result in any new significant impacts that were not previously analyzed in the adopted Mitigated Negative Declaration No. ND2010- 008 (SCH 2O10091052) for the Approved Project, and the addendum has been prepared to address reasonably foreseeable environmental impacts resulting from the Proposed Project; and
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3) Adopt Resolution No. PC2022-022, recommending the City Council approval of PA2021-260, which includes adoption of a Mitigated Negative Declaration Addendum, and approval of a General Plan Amendment, Local Coastal Land Use Plan Amendment, Planned Community Development Plan Amendment, Major Site Development Review Amendment, Coastal Development Permit Amendment, Vesting Tentative Tract Map Amendment, Limited Term Permit Amendment, and Development Agreement Amendment for The Tennis Club at Newport Beach Project located at 1602 East Coast Highway.
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INTRODUCTION
Project Setting and Background
The subject property is approximately seven (7) acres in size and presently improved with a private tennis club consisting of a 3,725-square-foot tennis clubhouse, 14 tennis courts, 32 pickle ball courts, and a 125-space surface parking lot. The subject property is located adjacent to the Newport Beach Country Club Golf Course and west of the Corporate Plaza West Planned Community, which consists of several office buildings. The site is also located directly south of the Granville residential community.

On March 27, 2012, the City Council approved land use entitlements and executed a 10- year term development agreement (DA) to allow the redevelopment of the tennis club site into three distinct components:
1) Tennis Club — Reconstruct the existing 3,725-square-foot tennis clubhouse, and reduce the total number of tennis courts from 24 to seven (7) courts, including one lighted stadium court;
2) Hotel (Bungalows) - Construct a 27-room boutique hotel with ancillary uses consisting of a performance therapy center, yoga pavilion, hotel office, common area, and a spa and fitness center; and
3) Residential (Villas) - Construct five (5) detached single-family residences.

Since the project site is located in the Coastal Zone, a coastal development permit (CDP) is required to implement the project. On April 10, 2013, the California Coastal Commission (CCC), which had permitting jurisdiction for Coastal Development Permits (CDP) at the time, issued a notice of intent to issue CDP No. 5-12-160 for the project. However, the CDP eventually expired without action. The City obtained CDP permitting authority in January of 2017, and on November 20, 2018, the City's Zoning Administrator approved a CDP authorizing the redevelopment of the tennis club consistent with the 2012 entitlements. The CDP is scheduled to expire on November 20, 2022, after receiving two, one-year time extensions. The project includes both the 2012 City Council and 2018 Zoning Administrator approvals (commonly referred to as "Approved Project"). 15-176

The exhibit below illustrates the proposed site plan for the Approved Project:

The Approved Project has not been implemented to date and continues to operate as a private tennis club, with pickleball courts being introduced in 2019.

On June 28, 2022, the City Council approved the first amendment to the DA previously approved in 2012, which authorized the extension of the DA by one year. This provided City Staff additional time to process an amendment to the Approved Project, which was submitted by the applicant on November 2, 2021.

Project Description
The applicant is requesting an amendment to the Approved Project to add one tennis court for a total of eight (8) tennis courts, 14 hotel rooms for a total of 41 hotel units with additional 15-177

ancillary uses, and to allow three (3) of five (5) single-family residential units to be converted to condominiums ("Proposed Project").

The following approvals are requested or required in order to implement the Proposed Project:
• General Plan Amendment: An amendment to Anomaly No. 46 of Table LU2 of the 2006 Newport Beach General Plan Land Use Element to amend the allowable development limits for the tennis club site;
• Local Coastal Program Implementation Plan Amendment: An amendment to Local Coastal Implementation Plan Section 21.26.055.S.2 (Tennis Club of Newport Beach Country Club Planned Community Coastal Zoning District Development Standards) to amend land use regulations for the tennis club site; • Planned Community Development Plan Amendment: An amendment to Planned Community Development Plan No. 47 (Newport Beach Country Club Planned Community) to amend land use regulations and development standards on the tennis club site;
• Major Site Development Review: A site development review in accordance with Section 4.0 (Site Development Review) of Planned Community Development Plan No. 47 and NBMC Section 20.52.80 (Site Development Reviews) for the construction of the Proposed Project;
• Coastal Development Permit: An amendment to Coastal Development Permit No.

CD2017-039 for the demolition of existing structures, further subdivision on the tennis club site, and implementation of the Proposed Project; • Tentative Vesting Tract Map: An amendment to Tentative Vesting Tract Map pursuant to Title 19 of the Municipal Code to create separate lots for the tennis club site;
• Limited Term Permit: A limited term permit to allow temporary use of structures during construction pursuant to Section 20.60.015 of the Municipal Code; • Development Agreement: A second amendment to the Development Agreement (DA2008-001), between the applicant and the City pursuant to Section 15.45 of the Municipal Code, which would provide vested right to develop the Proposed Project while also providing negotiated public benefits and extend the term of Agreement for an additional 10 (ten) years; and
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• Addendum to the 2010 Mitigated Negative Declaration: Pursuant to the California Environmental Quality Act ("CEQA"), the addendum addresses reasonably foreseeable environmental impacts resulting from the proposed development.

The Proposed Project does not increase the overall footprint of the Approved Project. The Proposed Project introduces two (2) new loft buildings, which includes a mixture of attached residential condominiums atop of two levels of hotel rooms and are a maximum height of 46 feet. The additional hotel amenities, which includes a hotel office, common area, performance therapy center, and yoga pavilion, are located within the first floor of one of the loft buildings (Bungalow Lofts). The remainder of the hotel rooms remain as bungalow -style buildings as previously envisioned and approved, have a maximum height of 31 feet, and are located throughout the project site. Parking is available for each component of the project, as there are multiple parking lots, street parking, and underground parking available for residents, the tennis club, and hotel guests. A total of 131 parking spaces are provided, where 91 spaces are required (Table 4, below). The Proposed Project features a distinct architectural style, which includes smooth plaster exterior siding, clay -tile roofs, and stone veneer exterior accent finishes that is compatible with the surrounding uses and area. The exhibit below illustrates the site plan for the Proposed Project:
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The anticipated duration of construction of the Proposed Project is approximately 20 months, which will begin with the demolition of the existing tennis and pickleball courts and portion of the parking lot. Six (6) tennis courts are to be maintained for use during construction. The construction of the hotel rooms, tennis club house and stadium court will follow immediately and will be completed with the construction of the residential units.

A Phasing Plan is included as part of the Project Plans and is attached to the Staff Report (Attachment No. PC 6).

The property has an existing parking lot with two (2) entrances currently taken from Clubhouse Drive, which has a westerly outlet to East Coast Highway and an easterly outlet to Granville Drive and Newport Center Drive. During the various phases of construction, the easterly entrance to the parking lot will remain available to the public for parking and will provide direct access for the modular office trailer and portable toilets, while the westerly entrance will be for construction access only. A Construction 15-180

Management Plan is included as an attachment to the Staff Report (Attachment No. PC 4). Table 1 provides a summary of the Approved Project comparing it to the and the Proposed Project:

Table 1 — Proiect Comparison
Use
Approved Project
Proposed Project
Tennis
Clubhouse (3,725 sq. ft.)
No Change
7 Tennis Courts
8 Tennis Courts (+1)
Hotel
27 Hotel Rooms
41 Hotel Rooms (+14)
Concierge Center (2,200 sq. ft.)
No Change
Spa/Fitness Center (7,500 sq. ft.)
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
2 Detached Single -Family
Residences
Residences
3 Attached Condominiums

DISCUSSION
Analysis
General Plan
The subject property has a General Plan Land Use designation of Mixed -Use Horizontal 3/Parks and Recreation (MU-H3/PR). The Mixed Use Horizontal 3 designation on the subject site provides for the horizontal intermixing of regional commercial office, hotel, single-family and multi -family residential, and ancillary commercial uses. The PR designation applies to land used or proposed for active public or private recreational use.

Permitted uses include parks (both active and passive), golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities.

The project site is designated as Anomaly No. 46 by the existing Land Use Element, which limits development intensity to 3,725 square feet for a tennis club building and 24 tennis courts at the subject property. Residential use is also permitted in Anomaly No. 46 in accordance with MU-H3/PR designation. As part of the Approved Project, the City Council authorized the conversion of 17 tennis courts to 27 hotel rooms on a traffic neutral basis. Since the Approved Project did not include a General Plan Amendment, the conversion did not change Anomaly No. 46.
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The applicant seeks no changes to the General Plan designations, but rather requests to increase the number of hotel rooms from 27 to 41 rooms (+14) and number of tennis courts from 7 to 8 courts (+1). The subject property would remain Mixed -Use Horizontal 3/Parks and Recreation (MU-H3/PR). The Proposed Project is consistent with the MU- H3/PR designation as it includes a mix of land uses including single-family residential, attached residential condominiums, recreational tennis club facilities, and visitor -serving commercial uses. These uses are permitted as stated above. A complete consistency analysis of each of the applicable General Plan policies is provided in the attached Draft Resolution (Attachment No. PC 1) and included in Table 5-12 of the Land Use and Planning Section of the Mitigated Negative Declaration Addendum.

Charter Section 423 (Measure S)
Pursuant to City Charter Section 423 and Council Policy A-18, an analysis must be prepared to establish whether a proposed General Plan Amendment (if approved) requires a vote by the electorate. Charter Section 423 requires voter approval of any major General Plan amendment to the General Plan. A major General Plan amendment is one that significantly increases allowed density or intensity by 40,000 square feet of non-residential floor area, or increases traffic by more than 100 peak hour vehicle trips (AM/PM) or increases residential dwelling units by 100 units. These thresholds apply to the total of increases resulting from the amendment itself, plus 80 percent of the increases resulting from other amendments affecting the same neighborhood (defined as a Statistical Area as shown in the General Plan Land Use Element) and adopted within the preceding ten years.

The subject property is within Statistical Area L1. Only 14 hotel rooms are required to be analyzed for Charter Section 423 since the 27 hotel rooms have been previously converted from the 17 tennis courts. The proposed GPA results in an increase of 14,000 square feet (1,000 square feet per hotel room), 9.51 AM trips, and 12.42 PM trips based on the most recent ITE trip rates pursuant to City Council Policy A-18. Prior amendments within the past ten years are Vivante Senior Housing and Residences at Newport Center projects. Charter Section 423 requires consideration of 80 percent of prior increases, which results in a cumulative increase of 94 dwelling units, 23 AM trips, and 43 PM trips between both projects. There were no nonresidential gross square footage increases with these two prior amendments. When combined with 80 percent of the prior amendment increases, this results in cumulative increases of 14,000 square feet, 32.51 AM trips, and

55.42 PM trips. Table 2 below illustrates the calculations and none of the thresholds specified by Charter Section 423 are exceeded, therefore no vote of the electorate is required should the City Council choose to approve the General Plan Amendment. 15-182

Table 2 - Charter Section 423 Calculations
Unit
Floor area
Trip rates
AM trips
PM Trips
Tennis Clubhouse
N/A
N/A
N/A
Tennis Courts
1 court
N/A

1.67/Court AM

3.88/Court PM

1.67 3.88
Hotel
14 rooms
14,0001

0.56 AM/room

0.61 PM/room

7.84 8.54
Total - Project
N/A
14,000
N/A

9.51 12.42
Vote Required Project
N/A
No
N/A
No
No
80% of Prior Amendments
N/A
0 N/A
23 43
Total- Project + Prior
Amendments
N/A
14,000
N/A

32.51 55.42
Vote Required Project +Prior
Amendments
N/A
No
i
N/A
No
No
i
Nursuant to Council Holicy A-18, each hotel room equals 1,000 square feet, so there is a 14,000 square toot increase.

Upon approval of the project, the Proposed Project will be added to L1 Tracking Table as such:

Project Name
Date
Amendment
Square
Dwelling
AM Peak
PM Peak
Approved
Description
Footage
Unit
Hour Trip
Hour Trip
Change
Chan a
Change
Change
Vivante Senior
8/13/2019
Private Institutions
(Reduction:
90 26
52 Housing
(PI) to Mixed Use
45,028 to
Horizontal (MU-
16,000)
H3
Residences at
9/28/2021
Regional
0 28
3 2
Newport Center
Commercial Office
(CO-R) to Planned
Community (PC-
61 Tennis Club at
TBD
14 Hotel Rooms
14,000
0 9.51

12.42 Newport
and 8 Tennis
Beach
Courts
100% Totals
14,000
118

38.51 66.42
80% Totals
11,200
94 30.80

53.14 Remaining
28,800
6 69.20

46.86 Capacity
Without Vote
Local Coastal Program
The proposed amendment to the Local Coastal Program Implementation Plan (Title 21) is consistent with the Coastal Land Use Plan (CLUP), which designates the property as MU-H/PR (Mixed Use Horizontal/Parks and Recreation). This designation allows horizontally -distributed mix of uses, which may include general or neighborhood commercial, commercial offices, multi -family residential, visitor -servicing and marine - related uses, buildings that vertically integrate residential with commercial uses, and 15-183

active public or private recreational uses, including parks, golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities.

The Proposed Project is a request to increase existing uses which have been previously permitted. The project includes a mixture of uses which include a tennis club and eight (8) tennis courts, a 41-unit hotel development and ancillary uses, and five (5) residential units. All of these uses are intended to provide an updated recreational facility to serve the residents and visitors of the City. Additionally, the amendment is consistent with applicable land use policies of the CLUP, as provided in the attached Draft Resolution.

Therefore, an amendment to the CLUP is not necessary.

Title 21 includes specific development standards for the Approved Project. As a result, an amendment to Title 21 is necessary to revise the development standards listed in Section 21.26.055.S, which specifically refers to the Newport Beach Country Club Planned Community (PC-47) development standards of the "Tennis Club", "The Villas", and "The Bungalows." The following amendments are proposed:

1. The amendment increases the density and intensity limit for the number of tennis courts from seven (7) to eight (8) courts. The addition of the tennis court increases the minimum required parking from 28 spaces to 32 spaces (4 spaces per court).

There is no change to the 3,725-square-foot limit for the tennis clubhouse.

2. The number of residential units remains unchanged. However, the amendment converts three (3) of the five (5) single-family residences to attached residential condominium units. Therefore, the amendment revises the density and intensity limit for the Villas from five (5) to two (2) single family residences and removes previous development standards for three single family residences referred to as Villas C, D, and E.

3. The amendment includes new development standards for attached residential condominiums, which have a density limit of three (3) units and maximum gross floor area of 15,035 square feet. The maximum height allowed for the condominium buildings is 50 feet. The buildings are required to be set back five (5) feet from any property line. The remaining single-family residences require a minimum of two (2) enclosed parking spaces and one guest parking space per unit, while the proposed attached condominiums require a minimum of three (3) enclosed parking spaces and one guest parking space per unit.

4. The amendment revises the density and intensity limits for the bungalows from 27 to 41 short-term guest rental rooms. Additionally, the maximum allowable gross floor area increases from 28,300 to 47,484 square feet, and square footage for ancillary hotel uses are included. A minimum of one (1) space per hotel unit is required. 15-184

Planned Community Development Plan Amendment
In 2012, the City Council adopted NBCC Planned Community Development Plan (PC-47) for the subject site as part of the Approved Project that also includes the adjacent Newport Beach Country Club Golf Course site. All proposed changes as part of the Proposed Project are limited to the Tennis Club property and do not apply to the Golf Club.

The Proposed Project is consistent with the intent and purpose of PC-47 in that the tennis club, hotel, and residential uses and their development standards have already been allowed and is in place on the tennis club site. The proposed changes are minor adjustments to the building height, setbacks, and parking standards in order to accommodate the Proposed Project. Additionally, PC-47 provides guidelines for architectural design to include coordinated and cohesive architecture which exhibits quality that is keeping with the surrounding area in Newport Center. The Proposed Project includes additional hotel rooms and two (2) attached residential condominium loft buildings. The proposed additions are designed to be compatible with the approved architectural design of the Approved Project. PC-47 permits structures to be a maximum of 50 feet in height. The Proposed Project includes two (2) attached residential condominium loft buildings and additional hotel rooms to be at a maximum of 46 feet high and comply with the height limit.

Site Development Review
On January 24, 2012, the City Council approved Site Development Review No. SD2011- 002, which authorized construction of the Approved Project. The proposed changes to the Approved Project, necessitate an amendment to the approved Site Development Review. In accordance with Section 4.0 of PC-47 (Site Development Review), the following findings and facts in support of such findings are set forth:

1. The development shall be in compliance with all other provisions of the Planned Community District Plan;

2. The development shall be compatible with the character of the neighboring uses and surrounding sites and shall not be detrimental to the orderly and harmonious development of the surroundings and of the City;

3. The development shall be sited and designed to maximize the aesthetic quality of the project as viewed from surrounding roadways and properties, with special consideration given to the mass and bulk of buildings and the streetscape on Coast Highway; and

4. Site plan and layout of buildings, parking areas, pedestrian and vehicular access ways, landscaping and other site features shall give proper consideration to functional aspects of site development.
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The proposed development complies with all Site Development Review criteria specified in PC-47 in order to provide a coordinated, cohesive, and comprehensive large-scale planning project. The Approved Project features a distinct and cohesive architectural style (Figure 2), and includes landscaping components, signage, and circulation design, which are compatible with the character of the neighboring uses and surrounding sites. The additional 14 hotel rooms and attached residential condominium buildings designed to be of similar architectural style, which includes smooth plaster exterior siding, clay -tile roofs, and stone veneer exterior accent finishes. As a result, the Proposed Project is compatible with the Approved Project, and not detrimental to the orderly and harmonious development of the surroundings and of the City.

Figure 1: Rendering of Architectural Style (Pictured: Attached Condominium and Hotel Loft Building) The Proposed Project promotes additional functionality between residential and hotel components, as residential condominiums are attached to hotel units in two (2) separate loft buildings. Underground parking is provided in the loft buildings, with additional street parking and parking lots to serve hotel and tennis club guests. Each of the two (2) single- family residences provide a two (2)-car garage to serve its residents. The project has been designed to include a surplus of 40 spaces beyond what is required. Table 4 below shows the required and provided parking for the proposed project. 15-186

Table 4: Reauired and Provided Parkina
Use
Parking Rate
Required
Provided
Tennis Club
4 per court
32 spaces
51 spaces
Single -Family Residences
2 per unit enclosed
1 per unit guest
4 enclosed spaces
2 guest spaces
4 enclosed spaces
4 guest spaces
Attached Condominiums
3 per unit enclosed
1 per unit guest
9 enclosed spaces
3 guest spaces
9 enclosed spaces
3 guest spaces
Hotel
1 per unit
41 spaces
60 spaces
Total
N/A
91 spaces
131 spaces
Surplus
40 spaces
The development is designed to maximize aesthetic quality as viewed from surrounding properties. The property is separated from East Coast Highway by a commercial office plaza which comprises of three (3) two (2)-story office buildings at 1200 Newport Center Drive. The office plaza includes landscaping along East Coast Highway with trees and various plantings. The Newport Beach Country Club golf clubhouse is located approximately 150 feet west of the Property. The development's multiple components (tennis club, residential, and hotel) have been designed and sited to function cohesively not only with each other, but also with the adjacent golf course uses and surrounding development.

Coastal Development Permit
The subject property is located within the Coastal Zone. Therefore, the Proposed Project requires a coastal development permit. Per Section 21.52.015.E of NBMC, the required findings to approve a coastal development permit are as follows:

1. Conforms to all applicable sections of the certified Local Coastal Program;

2. Conforms with the public access and public recreation policies of Chapter 3 of the Coastal Act if the project is located between the nearest public road and the sea or shoreline of any body of water located within the coastal zone.

The Proposed Project is consistent with the Coastal Land Use Plan, which designates site as Mixed -Use Horizontal/Parks and Recreation (MU-H/PR). The MU-H land use designation of the Coastal Land Use Plan allows the horizontal intermixing of hotel units, single-family residences, attached residential condominiums, and tennis club facilities on the project site. Additionally, the MU-H designation identifies a maximum density/intensity limit of 1.5 floor area ratio (FAR), with a minimum FAR of 0.25 and a maximum FAR of

0.5 for retail uses and a maximum of 1.0 for residential. The project proposes 65,595 square feet of nonresidential floor area (approximately 0.21 FAR) for the hotel rooms, concierge & guest center, and ancillary hotel uses which include a performance therapy center, yoga pavilion, office, common area, and a spa and fitness center. The five (5) residential dwelling units totals 20,653 square feet (approximately 0.06 FAR). The 15-187

proposed density/intensity of the hotel and residential units comply with the FAR limitations identified in the Coastal Land Use Plan.

The PR coastal land use designation applies to land used or proposed for active public or private recreational use. Permitted uses include parks (both active and passive), golf courses, marina support facilities, aquatic facilities, tennis clubs and courts, private recreation, and similar facilities. The PR designation on this site is applicable to the existing and proposed private tennis club and tennis courts. The density/intensity limitations include incidental buildings, such as maintenance equipment sheds, supply storage, and restrooms, not included in determining intensity limits. The proposed tennis club and ancillary uses are consistent with this land use designation.

The property is not located between the nearest public road and the sea or shoreline and will not affect the public's ability to gain access to, use, or view the coast and nearby recreational facilities. Vertical access to Newport Bay is available via existing public access at 1601 Bayside Drive, which is located approximately 1,600 feet southwest of the subject property. Elevations on the subject property range from 104 feet up to 120 feet North American Vertical Datum of 1988 (NAVD88) above mean sea level. These site elevations are well above projected sea level rise in Newport Bay for the next 75 years and the site is not subjected to other coastal hazards. Potential liquefaction risk (if any) must be mitigated with foundation designs consistent with the Building Code.

Coastal Land Use Plan, Policy 4.4.1-6 and Figure 4-3 (Coastal Views) identify the closest public view road as Newport Center Drive, located approximately 170 feet east of the project site and the closest public viewpoint as Irvine Terrace Park, located 525 feet south of the project site. Coastal views from these view corridors and viewpoints are directed toward the Newport Bay and the Pacific Ocean. Since the project site is located to the north of Irvine Terrace Park, the Proposed Project will not affect coastal views due to its orientation. From Newport Center Drive, there is a zero to 40-foot grade difference to the project area below.

The Planned Community Text amendment includes maximum building heights for all structure types (Table 3, above). The majority of the project would sit below the existing grade elevations along Newport Center Drive, minimizing the visibility of the project site and would not obstruct public coastal views. During construction, equipment would be obscured by vegetation and the grade differential so it would not obstruct coastal views from motorists traveling along Newport Center Drive. The Proposed Project will not impact coastal views.

An Analysis of the Fiscal and Economic Impacts was prepared on August 29, 2022, by Kosmont Companies to analyze the construction of new visitor accommodations in the coastal zone in accordance with the requirements of Section 21.48.025 (Local Coastal Program Implementation Plan, Standards for Specific Land Uses, Visitor Accommodations) of the NBMC. The report provides a feasibility analysis stating that the anticipated average daily room (ADR) rate for all 41 rooms is approximately $920 and the 15-188

statewide average daily room rate is $205.69. Because the anticipated ADR will well exceed the Statewide average, the proposed accommodations are not considered lower cost accommodations. The report considers the specific location of the Property as an inappropriate location for low-cost accommodations. Additionally, low-cost accommodations are not feasible due to prohibitive land and construction costs. The Property does not currently provide accommodations of any kind and implementation of the Project would not directly impact low-cost accommodations. While the Project would not include any lower cost accommodations, the Local Coastal Program Implementation Plan would identify the Project as generating an impact simply by not providing lower - cost accommodations. There is no impact on the provision of lower -cost visitor accommodations in the Coastal Zone as creating lower cost accommodations at the site is infeasible and there is no nexus to an actual impact; therefore, no mitigation is required.

The Project features larger guest facilities with bedrooms, separate living rooms with sofa beds and many rooms with kitchens. These features will accommodate more occupants per room, which lowers the costs per occupant.

Tentative Vesting Tract Map
On January 24, 2012, the City Council approved a Vesting Tentative Tract Map, which authorized the creation of separate lots for five (5) single-family residences, 27 hotel rooms, and lettered lots for common areas and a private street. The applicant proposes an amendment to the vesting tentative tract map to accommodate the Proposed Project, which consists of two (2) single -unit residential dwellings, three (3) residential condominiums, 41 hotel rooms, a tennis clubhouse, their common open space areas and a private street to support the proposed uses.

In accordance with Section 19.12.070 of the Newport Beach Municipal Code, and the following finding and facts in support of such findings are set forth:

1. That the proposed map and the design or improvements of the subdivision are consistent with the General Plan and any applicable specific plan, and with applicable provisions of the Subdivision Map Act and this Subdivision Code,

2. That the site is physically suitable for the type and density of development;

3. That the design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage nor substantially and avoidably injure fish or wildlife or their habitat. However, notwithstanding the foregoing, the decision making body may nevertheless approve such a subdivision if an environmental impact report was prepared for the project and a finding was made pursuant to Section 21081 of the California Environmental Quality Act that specific economic, social or other considerations make infeasible the mitigation measures or project alternatives identified in the environmental impact report;

4. That the design of the subdivision or the type of improvements is not likely to cause serious public health problems;

5. That the design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of property 15-189

within the proposed subdivision. In this connection, the decision making body may approve a map if it finds that alternate easements, for access or for use, will be provided and that these easements will be substantially equivalent to ones previously acquired by the public. This finding shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to the City Council to determine that the public at large has acquired easements for access through or use of property within a subdivision;

6. That, subject to the detailed provisions of Section 66474.4 of the Subdivision Map Act, if the land is subject to a contract entered into pursuant to the California Land Conservation Act of 1965 (Williamson Act), the resulting parcels following a subdivision of the land would not be too small to sustain their agricultural use or the subdivision will result in residential development incidental to the commercial agricultural use of the land,

7. That, in the case of a "land project" as defined in Section 11000.5 of the California Business and Professions Code: (1) There is an adopted specific plan for the area to be included within the land project; and (2) the decision making body finds that the proposed land project is consistent with the specific plan for the area;

8. That solar access and passive heating and cooling design requirements have been satisfied in accordance with Sections 66473.1 and 66475.3 of the Subdivision Map Act,

9. That the subdivision is consistent with Section 66412.3 of the Subdivision Map Act and Section 65584 of the California Government Code regarding the City's share of the regional housing need and that it balances the housing needs of the region against the public service needs of the City's residents and available fiscal and environmental resources;

10. That the discharge of waste from the proposed subdivision into the existing sewer system will not result in a violation of existing requirements prescribed by the Regional Water Quality Control Board, and

11. For subdivisions lying partly or wholly within the Coastal Zone, that the subdivision conforms with the certified Local Coastal Program and, where applicable, with public access and recreation policies of Chapter Three of the Coastal Act.

The amended map reflects the combination of two (2) previously divided lots, which results in the elimination of one (1) lot. These two (2) lots were intended for two (2) detached -single family residences. The map has also been modified to include residential condominium portion of the Proposed Project.

The project site is located in the Newport Center and Fashion Island area. The site is currently improved with a private tennis club. Given its location, this site is ideal for the development of a recreation and mixed -use project as allowed by the General Plan Land Use Element. Additionally, the Addendum to the MND concludes that no significant environmental impacts will result with the Proposed Project in accordance with the proposed subdivision map revision.
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All construction for the project has been conditioned to comply with all Building, Public Works, and Fire Codes, which are in place to prevent serious public health problems. The Public Works Department has reviewed the proposed revisions to the approved vesting tentative tract map and determined it is consistent with the Newport Beach Subdivision Code (Title 19) and applicable requirements of the Subdivision Map Act.

Limited Term Permit
The applicant is requesting a limited term permit (LTP) to allow two (2) temporary modular trailers and portable toilets during construction. In accordance with Section 20.52.040 (Limited Term Permits) of the Newport Beach Municipal Code, the following findings and facts in support of such findings are set forth:

1. The operation of the requested limited duration use at the location proposed and within the time period specified would not be detrimental to the harmonious and orderly growth of the City, nor endanger, jeopardize, or otherwise constitute a hazard to the public convenience, health, interest, safety, or general welfare of persons residing or working in the neighborhood of the requested limited duration use;

2. The subject lot is adequate in size and shape to accommodate the limited duration use without material detriment to the use and enjoyment of other properties located adjacent to and in the vicinity of the lot;

3. The subject lot is adequately served by streets or highways having sufficient width and improvements to accommodate the kind and quantity of traffic that the limited duration use would or could reasonably be expected to generate;

4. Adequate temporary parking to accommodate vehicular traffic to be generated by the limited duration use would be available either on -site or at alternate locations acceptable to the Zoning Administrator; and

5. The limited duration use is consistent with all applicable provisions of the General Plan, any applicable specific plan, the Municipal Code, and other City regulations.

Both modular trailers are approximately 33 feet long and 13 feet wide. One modular trailer is proposed to be used as a construction office located at the southwest portion of the property and will be staged at this location through the entire duration of the Proposed Project, which is estimated to be approximately 20 months. The second modular office is proposed to be used as a temporary office for tennis club operations and will be located on the easterly portion of the property through the construction of the tennis clubhouse, which is estimated to be approximately 16 months. The portable toilets are proposed to serve the temporary tennis club office and located nearby.

Development Agreement
On March 27, 2012, the City Council approved a Development Agreement between the City and the Applicant for the Approved Project. The DA was executed and recorded, on January 29, 2014, with a ten-year term. The DA provides vested rights to develop the 15-191

Approved project and the City negotiated the following public benefit fees of ninety-three thousand dollars ($93,000) per each residential dwelling unit and ten dollars ($10) per square foot of construction for the tennis clubhouse (Table 5). These fees are subject to annual adjustments, based on the CPI Index.

Table 5: Proiected Public Benefit Fees (Subiect to Adiustment) Use
Multi tier
Fee Rate
Total
Residential
5 units
$93,000 per unit
$465,000
Tennis Clubhouse
3,725 square feet
$10 per square foot
$37,250
Grand Total
$502,250
On July 12, 2022, the City Council approving the First Amendment to the DA to extend the term of the agreement by one year. The DA will expire on September 23, 2023.

In accordance with Section 15.45.020.A.2.c (Development Agreement Required) of the NBMC, a reconsideration of the agreement is required as the Proposed Project, which includes an amendment to PC-47 and a General Plan Amendment to increase the number of hotel rooms from 27 to 41 rooms, which is new non-residential development in Statistical Area L1 (Newport Center/Fashion Island).

The applicant requests an additional 10-year term of agreement ("Second Amendment"), pursuant to Section 15.45.070 (Amendment/Cancellation). The Second Amendment provides assurance that the applicant may proceed with the Proposed Project in accordance with existing policies, rules and regulations, and conditions of approval.

Additionally, the Second Amendment to the DA helps the applicant avoid a waste of resources and escalated costs of the Proposed Project while encouraging a commitment to private participation in comprehensive planning.

In addition to the 10-year term extension, the Second Amendment (Exhibit "E" of the Draft Resolution) specifies the updated permitted uses, density and intensity, and maximum height and size of proposed buildings, consistent with the Proposed Project. Additionally, the Second Amendment to the Agreement includes all mandatory elements, including public benefits that are appropriate to support conveying the vested development rights consistent with the City's General Plan, NBMC, and Government Code Sections 65864 et seq. No changes to the public benefit fees are proposed.

Environmental Review
On March 27, 2012, the Newport Beach City Council approved a Mitigated Negative Declaration and its Errata to Mitigated Negative Declaration (together referred to as "MND") that addressed the potential environmental effects associated with the Approved Project. The MND was prepared in compliance with the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and City Council Policy K-3. 15-192

Pursuant to Section 21166 of the California Public Resources Code and Section 15162 of the CEQA Guidelines, when a negative declaration adopted for a project, no subsequent negative declaration is required unless the lead agency determines, on the basis of substantial evidence in the light of the whole record, one or more of the following:

1. Substantial changes are proposed in the project which will require major revisions of the previous negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects;

2. Substantial changes occur with respect to the circumstances under which the project is undertaken which will require major revisions of the previous negative declaration due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects; or

3. New information of substantial importance, which was not known and could not have been known with the exercise of reasonable diligence at the time the negative declaration was adopted as complete, shows any of the following:
a. The project will have one or more significant effects not discussed in the previous negative declaration.
b. Significant effects previously examined will be substantially more severe than shown in the adopted negative declaration.
c. Mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects of the project, but the project proponents decline to adopt the mitigation measure or alternative; or
d. Mitigation measures or alternatives which are considerably different from those analyzed in the previous negative declaration would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative.

On the basis of the earlier MND and entire environmental review record including the Addendum, the Proposed Project will not result in any new significant impacts that were not previously analyzed in the MND. The Addendum confirms and provides substantial evidence that the potential impacts associated with the Proposed Project would either be the same or less than those described in the MND, or as mitigated by applicable mitigation measures and standard conditions of approval in the MND. In addition, there are no substantial changes to the circumstances under which the Proposed Project would be undertaken that would result in new or more severe environmental impacts than previously addressed in either the MND, nor has any new information regarding the 15-193

potential for new or more severe significant environmental impacts been identified.

Therefore, in accordance with Section 15164 of the CEQA Guidelines, an addendum to the previously adopted MND is the appropriate environmental document for the Proposed Project. In taking action to approve any of the requested applications for the Proposed Project, the data presented in the MND, as augmented by the Addendum for this Proposed Project, are considered as part of the record.

The City contracted with an environmental consultant, Chambers Group, to prepare the Addendum. The entire Addendum and its technical appendixes are available online at the City's website at www.newportbeachca.gov/cega .

Summary
In summary, staff believes the findings for the project approval can be made with specific conditions of approval. The applicant proposed a general plan amendment to increase the number of hotel rooms and one (1) additional tennis court. According to the applicant, the request is necessary to provide a viable hotel development and adjust residential type in responding to the needs of the community. The Proposed Project is consistent with the General Plan's MU-H3/PR designation as it still includes and maintains a mix of land uses including single-family residential, attached residential condominiums, recreational tennis club facilities, and visitor -serving commercial uses. The proposed general plan amendment would not require a voter approval pursuant to Charter Section 423 analysis.

Due to the lack of environmental impacts and apparent compatibility with the surrounding uses, staff does not object to the GPA request.

The Proposed Project is also consistent with the Local Coastal Program. The Coastal Land Use Plan designates the property as MU-H/PR (Mixed Use Horizontal/Parks and Recreation). This designation allows horizontally -distributed mix of uses, which includes multi -family residential, visitor -servicing uses, and tennis clubs and courts. The Proposed Project is within the maximum density/intensity limit allowed per MU-H designation.

The amendment to the Planned Community Development Plan is consistent with the intent and purpose of PC-47 in that the tennis club, hotel, and residential uses and their development standards have already been allowed and in place on the tennis club site.

The proposed changes to the building height, setbacks, and parking standards in order to accommodate the Proposed Project are within the development standards in place for the Approved Project.

The Proposed Project meets all of the findings for the required Site Development Review as specified in PC-47. The proposed amendments maintain a coordinated, cohesive, and comprehensive large-scale planning project, which includes a distinct architectural style.

The Proposed Project is compatible with the character of the neighboring uses and surrounding sites and is not detrimental to the orderly and harmonious development of the surroundings and of the City.
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The Proposed Project meets all of the findings for the required Coastal Development Permit. As previously stated, the amendment is consistent with the City's Local Coastal Program. Additionally, the amendment will not affect the public's ability to gain access to, use, or view the coast and nearby recreational facilities.

The proposed revisions to the approved vesting tentative tract map is consistent with the Newport Beach Subdivision Code (Title 19) and applicable requirements of the Subdivision Map Act. The amended map reflects the combination of two previously divided lots, which results in the elimination of one lot. These two lots were intended for two (2) detached -single family residences. The map has also been modified to include attached residential condominiums.

The Proposed Project requires an amendment to the City's Local Coastal Program Implementation Plan (Title 21). This amendment requires the consideration of California Coastal Commission. As a result, the Proposed Project only becomes effective upon the approval by Coastal Commission. Upon such approval, the following discretionary permits approved for the Approved Project are to become null and void:

1. Site Development Review Permit No. SD2011-002

2. Tentative Tract Map No. ND2010-008

3. Limited Term Permit No. XP2011-004
Altarnafivac

1. The Planning Commission may require or suggest specific design changes that are necessary to alleviate any areas of concern. If the requested changes are substantial, staff will return with a revised resolution incorporating new findings and/or conditions.

2. If the Planning Commission chooses to deny the Proposed Project, the applicant would retain the vested right to build the Approved Project until the termination date of the DA (September 23, 2023). After the expiration of DA, the Approved Project could still be implemented with the approval of new discretionary permits (i.e., site development review permit, tentative tract map, limited term permit). The City, however, would not receive the negotiated public benefit fee as prescribed in the DA.

Public Notice
Notice of this hearing was published in the Daily Pilot, mailed to all owners of property within 300 feet of the boundaries of the site (excluding intervening rights -of -way and waterways) including the applicant and posted on the subject property at least 10 days before the scheduled meeting, consistent with the provisions of the Municipal Code.

Additionally, the item appeared on the agenda for this meeting, which was posted at City Hall and on the City website.
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Prepared by:

Submitted by:

David S. L e Jim Campbell
Associate Planner Deputy Community Development Director

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
:AUsers\PLN\.Shared\PA's\PAs-2021\PA2021-260TCTC-Staff Report.docx01/12/18 15-196

Attachment G
Planning Commission Minute Excerpts, Dated September 8, 2022 15-197

Planning Commission Regular Meeting Minutes
September 8, 2022
Recommended Action:

1. Find the project exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15303 Class 3 (New Construction or Conversion of Small Structures), because it has no significant effect on the environment;

2. Waive City Council Policy L-6, Encroachments in Public Rights -of -Way, for non -compliant private improvements consisting of stairs, handrails, retaining walls, and planters that encroach into the Cliff Drive public right-of-way, contingent upon all conditions of the Encroachment Permit process being met; and

3. Adopt Resolution No. PC2022-021 waiving City Council Policy L-6 and approving Encroachment Permit No. N2022-0147.

Commissioners disclosed no ex parte communications.

Motion made by Commissioner Lowrey and seconded by Secretary Rosene to approve the recommended action.

AYES: Ellmore, Harris, Kleiman, Lowrey, Rosene, and Weigand NOES: None
ABSTAIN: None
ABSENT: Klaustermeier
VII. PUBLIC HEARING ITEMS
ITEM NO. 3 TENNIS CLUB AT NEWPORT BEACH PROJECT AMENDMENT (PA2021-260) Site Location: 1602 East Coast Highway
Summary:

An amendment to the 2012 approved Tennis Club at Newport Beach project to: 1) increase the number of future tennis courts from 7 to 8 courts, 2) increase the number of future hotel rooms from 27 to 41 rooms, 3) increase the gross floor area of the ancillary hotel uses by 4,686 square feet, and 4) provide 3 attached condominium units and 2 detached single family residences in -lieu of 5 detached single- family residences. The proposed changes to the 2012 approved project require the consideration of the following land use:
• General Plan Amendment: An amendment to Anomaly No. 46 of Table LU2 of the 2006 Newport Beach General Plan Land Use Element to amend the allowable development limits for the tennis club site;
• Local Coastal Program Implementation Plan Amendment: An amendment to Local Coastal Implementation Plan Section 21.26.055.S.2 (Tennis Club of Newport Beach Country Club Planned Community Coastal Zoning District Development Standards) to amend land use regulations for the tennis club site;
• Planned Community Development Plan Amendment: An amendment to Planned Community Development Plan No. 47 (Newport Beach Country Club Planned Community) to amend land use regulations and development standards on the tennis club site; • Maior Site Development Review Amendment (SD2011-002): A site development review in accordance to Section 4.0 (Site Development Review) of Planned Community Development Plan No. 47 and Newport Beach Municipal Code (NBMC) Section 20.52.80 (Site Development Reviews) for the construction of the proposed project;
• Coastal Development Permit Amendment (CD2017-039): An amendment to Coastal Development Permit No. CD2017-039 for the demolition of existing structures, further subdivision on the tennis club site, and implementation of the project;