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2019 Oct. 15 - CC PACKETAGENDA EL SEGUNDO CITY COUNCIL WEST CONFERENCE ROOM - 350 MAIN STREET The City Council, with certain statutory exceptions, can only take action upon properly posted and listed agenda items. Any writings or documents given to a majority of the City Council regarding any matter on this agenda that the City received after issuing the agenda packet are available for public inspection in the City Clerk's office during normal business hours. Such Documents may also be posted on the City's website at www.elsegundo.org and additional copies will be available at the City Council meeting. Unless otherwise noted in the Agenda, the Public can only comment on City -related business that is within the jurisdiction of the City Council and/or items listed on the Agenda during the Public Communications portions of the Meeting. Additionally, the Public can comment on any Public Hearing item on the Agenda during the Public Hearing portion of such item. The time limit for comments is five (5) minutes per person. Before speaking to the City Council, please come to the podium and state: Your name and residence and the organization you represent, if desired. Please respect the time limits. Members of the Public may place items on the Agenda by submitting a Written Request to the City Clerk or City Manager's Office at least six days prior to the City Council Meeting (by 2:00 p.m. the prior Tuesday). The request must include a brief general description of the business to be transacted or discussed at the meeting. Playing of video tapes or use of visual aids may be permitted during meetings if they are submitted to the City Clerk two (2) working days prior to the meeting and they do not exceed five (5) minutes in length. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact City Clerk, 524-2305. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, OCTOBER 15 2019 — 4:00 PM CALL TO ORDER ROLL CALL PUBLIC COMMUNICATION — (Related to Citv Business Only — 5 minute limit per person, 30 minute limit total) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. SPECIAL ORDER OF BUSINESS: CLOSED SESSION: The City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et seq.) for the purposes of conferring with the City's Real Property Negotiator; and/or conferring with the City Attorney on potential and/or existing litigation; and/or discussing matters covered under Government Code Section §54957 (Personnel); and/or conferring with the City's Labor Negotiators; as follows: CONFERENCE WITH CITY'S LABOR NEGOTIATOR (gov't Code §54957.6) 1. Police Management Association (PMA) Agency Designation Representative: Irma Moisa Rodriquez, City Manager, Scott Mitnick and Human Resources Director, David Serrano DISCUSSION OF PERSONNEL MATTERS (Gov't Code §54957): - 2 - matters 1. Performance Review Position: City Manager 2. Performance Review Position: City Attorney 2 AGENDA EL SEGUNDO CITY COUNCIL COUNCIL CHAMBER - 350 MAIN STREET The City Council, with certain statutory exceptions, can only take action upon properly posted and listed agenda items. Any writings or documents given to a majority of the City Council regarding any matter on this agenda that the City received after issuing the agenda packet, are available for public inspection in the City Clerk's office during normal business hours. Such Documents may also be posted on the City's website at www.elsegundo.org and additional copies will be available at the City Council meeting. Unless otherwise noted in the Agenda, the Public can only comment on City -related business that is within the jurisdiction of the City Council and/or items listed on the Agenda during the Public Communications portions of the Meeting. Additionally, the Public can comment on any Public Hearing item on the Agenda during the Public Hearing portion of such item. The time limit for comments is five (5) minutes per person. Before speaking to the City Council, please come to the podium and state: Your name and residence and the organization you represent, if desired. Please respect the time limits. Members of the Public may place items on the Agenda by submitting a Written Request to the City Clerk or City Manager's Office at least six days prior to the City Council Meeting (by 2:00 p.m. the prior Tuesday). The request must include a brief general description of the business to be transacted or discussed at the meeting. Playing of video tapes or use of visual aids may be permitted during meetings if they are submitted to the City Clerk two (2) working days prior to the meeting and they do not exceed five (5) minutes in length. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact City Clerk, 524-2305. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting. PLEASE NOTE: The public hearing establishing a public art requirement or in -lieu fee otherwise known as "Percent for Arts" fee and Cultural Development Fund noticed for October 15, 2019 City Council Meeting will be re -noticed for November 5, 2019 City Council Meeting REGULAR MEETING OF THE EL SEGUNDO CITY COUNCIL TUESDAY, OCTOBER 15, 2019 - 6:00 P.M. CALL TO ORDER INVOCATION — Pastor Dinah Ferguson, St. Michael Episcopal Church PLEDGE OF ALLEGIANCE — Council Member Chris Pimentel ROLL CALL 3 PUBLIC COMMUNICATIONS — (Related to Citv Business Only — 5 minute limit per person, 30 minute limit total) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to take action on any item not on the agenda. The Council will respond to comments after Public Communications is closed. CITY MANAGER COMMENTS — (Related to Public Communications) A. APPROVAL TO WAIVE FULL READING OF ORDINANCES AND RESOLUTIONS MOTION TO APPROVE WAIVE FULL READING B. PUBLIC HEARINGS 1. The Lakes Specific Plan, Recreation Ground Lease Agreement, and Golf Course Management Agreement (400 S. Pacific Coast Highway, EI Segundo, California) RECOMMENDATION Conduct a public hearing, receive testimony, and take the following actions: 1. Adopt Resolution No. to certify The Lakes Specific Plan and Topgolf Project Final Environmental Impact Report, including Environmental Findings of Fact and Mitigation Monitoring and Reporting Program (Attachment F); 2. Adopt Resolution No. to approve General Plan Amendment No. 16-01 to change the land use designation from "Parks" to "The Lakes Specific Plan;" Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05 to allow for sale of beer, wine, and liquor (Attachment G); 3. Introduce Ordinance No. to approve Zone Change No. ZC 16-01 to change from O -S (Open Space) to The Lakes Specific Plan (TLSP), Specific Plan No. SP 16-02, Site Plan Review No. 16-01, Zone Text Amendment No. ZTA 16-04 to add TLSP to the EI Segundo Municipal Code, and schedule second reading and adoption for November 5, 2019 (Attachment H); 4. Authorize City Manager to execute a Parking License Agreement Between the City of EI Segundo and West Basin Municipal Water District; 5. Authorize City Manager to execute The Lakes at EI Segundo Due Diligence and Recreation Ground Lease between the City and ES CenterCal, LLC to allow for the operation of a Topgolf driving range and ancillary restaurant, banquet, and related facilities; 6. Authorize City Manager to execute a Golf Course Management Agreement between the City and Topgolf USA EI Segundo, LLC to operate The Lakes at EI Segundo golf course; 7. Authorize City Manager to amend the Management Agreement with Lane Donovan Golf Partners to implement a 45 day notice of termination. IH C. REPORTS —CITY CLERK D. REPORTS — CITY TREASURER E. REPORTS — COUNCILMEMBERS Councilmember Pimentel — Councilmember Nicol — Councilmember Brann — Mayor Pro Tem Pirsztuk — Mayor Boyles — F. REPORTS — CITY ATTORNEY G.REPORTS/FOLLOW-UP — CITY MANAGER PUBLIC COMMUNICATIONS — (Related to Citv Business Only — 5 minute limit per person, 30 minute limit total) Individuals who have received value of $50 or more to communicate to the City Council on behalf of another, and employees speaking on behalf of their employer, must so identify themselves prior to addressing the City Council. Failure to do so shall be a misdemeanor and punishable by a fine of $250. While all comments are welcome, the Brown Act does not allow Council to take action on any item not on the agenda. The Council will respond to comments after Public Communications is closed. CLOSED SESSION The City Council may move into a closed session pursuant to applicable law, including the Brown Act (Government Code Section §54960, et sem.) for the purposes of conferring with the City's Real Property Negotiator, and/or conferring with the City Attorney on potential and/or existing litigation; and/or discussing matters covered under Government Code Section §54957 (Personnel); and/or conferring with the City's Labor Negotiators. REPORT OF ACTION TAKEN IN CLOSED SESSION (if required) ADJOURNMENT POSTED: DATE: October 11, 2019 TIME: 7:30PM NAME: Mona F. Shilling 5 EL SEGUNDO CITY COUNCIL AGENDA STAFF REPORT SUBJECT MEETING DATE: October 15, 2019 AGENDA HEADING: Public Hearing The Lakes Specific Plan, Recreation Ground Lease Agreement, and Golf Course Management Agreement (400 S. Pacific Coast Highway, El Segundo, California) RECOMMENDATION Conduct a public hearing, receive testimony, and take the following actions: Adopt Resolution No. to certify The Lakes Specific Plan and Topgolf Project Final Environmental Impact Report, including Environmental Findings of Fact and Mitigation Monitoring and Reporting Program (Attachment F); 2. Adopt Resolution No. to approve General Plan Amendment No. 16-01 to change the land use designation from "Parks" to "The Lakes Specific Plan;" Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05 to allow for sale of beer, wine, and liquor (Attachment G); 3. Introduce Ordinance No. to approve Zone Change No. ZC 16-01 to change from O -S (Open Space) to The Lakes Specific Plan (TLSP), Specific Plan No. SP 16-02, Site Plan Review No. 16-01, Zone Text Amendment No. ZTA 16-04 to add TLSP to the El Segundo Municipal Code, and schedule second reading and adoption for November 5, 2019 (Attachment H); 4. Authorize City Manager to execute a Parking License Agreement Between the City of El Segundo and West Basin Municipal Water District; 5. Authorize City Manager to execute The Lakes at El Segundo Due Diligence and Recreation Ground Lease between the City and ES CenterCal, LLC to allow for the operation of a Topgolf driving range and ancillary restaurant, banquet, and related facilities; 6. Authorize City Manager to execute a Golf Course Management Agreement between the City and Topgolf USA El Segundo, LLC to operate The Lakes at El Segundo golf course; 7. Authorize City Manager to amend the Management Agreement with Lane Donovan Golf Partners to implement a 45 day notice of termination. FISCAL IMPACT Once developed, the enhanced recreation land use will reverse the past several years of recurring operating losses within Golf Course Enterprise Fund and subsidies from General Fund and Equipment Replacement Fund. The proposed project is anticipated to generate over $1,900,000 annual revenues and investment to General Fund and Golf Course Enterprise Fund, including: • $1,300,000 ground lease payment for driving range (with a 10% adjustment every five years); W • $200,000 Community Benefit Contribution; • $200,000 minimum Golf Course and Driving Range Capital Contribution; • 3% of gross beverage sales at driving range and golf course (with a minimum guarantee of $200,000 from the driving range); • $20,000 ground lease payment for golf course (with a 10% adjustment every five years); • Additional sales tax, property tax, utility user tax, and business license revenues estimated to be over $50,000. If, within a seven year period, there are three years of golf course operating shortfalls in excess of $150,000, the City will absorb the portion above the $150,000. This threshold will adjust by 10% every five years. Lessee (CenterCal) will pay, on an annual basis, for the first 1,000 hours of General Fund costs associated with providing dedicated public safety services. The City and Lessee will share equally in the costs for dedicated public safety services above 1,000 hours on an annual basis. The Lessee (CenterCal) and the Licensee (Topgolf) will collectively invest over $40 million in capital improvements on City -owned properties. In addition to the direct financial benefits, the proposed recreation use will likely have a positive recurring multiplier benefit to the local economy. BACKGROUND The City -owned recreation property located at 400 South Pacific Coast Highway consists of 26.54 acres and is identified in the attached Location Map and Vicinity Map (Attachment A). The current driving range and golf course have operated with annual financial losses and experienced maintenance and capital improvement challenges. Financial subsidies from the General Fund and Equipment Replacement Fund have been required on a regular basis to help maintain these recreation uses. The proposed redevelopment, including recommended modification to the existing golf course, construction of a new clubhouse and pro shop, and replacement of the existing driving range with a new first-class Topgolf driving range facility will help turn around the financial and operational challenges that have plagued this municipal asset for many years. The proposed Topgolf facility will ensure continued recreation use and provide the community with a different type of golf experience. For example, golf balls used at the new driving range will have an embedded micro -chip that automatically registers at targets in the driving range field. A computer system will track where the balls land and keep score. The proposed development will also include a first-class banquet facility and offer high quality food and beverage services. The proposed recreation project and associated environmental documents were initially reviewed by Planning Commission on June 8, 2017, and July 13, 2017. On September 5, 2017, City Council certified the Environmental Impact Report (EIR) and approved a Mitigation Monitoring and Reporting Program (MMRP) for The Lakes Specific Plan project. However, City Council did not take any subsequent action to approve the project. Rather, City Council directed staff to issue a 2 7 Request for Proposals (RFP) to determine whether other recreational uses or projects may be better suited for the site. City Council further directed staff to seek proposals that would increase revenues via modifying existing land uses, as long as they complied with existing deed restrictions associated with the property. After evaluation of nine proposals, City Council established a subcommittee comprised of Councilmembers Chris Pimentel and Scot Nicol to negotiate with CenterCal and Topgolf. On November 21, 2018, CenterCal and Topgolf submitted a letter requesting reconsideration of the previous The Lakes Specific Plan (TLSP) and Topgolf project. On December 20, 2018, CenterCal and Topgolf submitted a slightly modified version (updated prototype) of the project, which varied from the 2017 project considered by the Planning Commission and analyzed in the previously - certified EIR. Staff forwarded the modified project to City's environmental consultant on December 26, 2018. After reviewing the modifications, our consultant determined that all modifications are adequately covered by the EIR and that no additional California Environmental Quality Act (CEQA) analysis is required (See Attachment E). On January 24, 2019, Planning Commission adopted resolutions recommending that City Council re -certify the project's EIR and approve the associated entitlement applications. The modified project is now before the City Council for consideration. The determination as to whether to rezone and enter into contracts for the ground lease and management of the property associated with the proposed facilities is considered a legislative act which means it is entirely within City Council's discretion to approve or deny the proposed project. SITE DESCRIPTION The 26.54 acre property is triangle in shape and is currently developed with a publicly -owned golf course and practice facility. The site consists of a nine -hole executive golf course; a practice facility that includes a driving range with a 5,953 square -foot two-level structure containing 57 hitting bays; a putting green; clubhouse and associated facilities; and water features. The clubhouse is a 5,330 square -foot, one-story building which includes a meeting room, restaurant, offices, and a pro shop. The golf course currently extends eastward into a 3.58 -acre portion of the Southern California Edison (SCE) transmission line easement which is subject to an existing easement license agreement between SCE and the City. Immediately south of the golf course is a 5.3 -acre property owned by West Basin Municipal Water District which is used for water storage and treatment. A quarter -acre portion of this property is improved with 27 parking spaces and will continue to be utilized for parking to support this recreation use. Project Areas (See also Attachment B) Acres The Lakes at El Segundo (proposed TLSP area) 26.54 Southern California Edison easement* 3.58 West Basin Municipal Water District property* 0.25 Total 30.37 *Not a part of The Lakes Specific Plan area. 3 8 PROJECT DESCRIPTION The requested entitlements include: general plan amendment; zone change; zone text amendment; specific plan adoption; site plan review; lot line adjustment; and conditional use permit. Based upon the anticipated improvements to the driving range and golf course, both will continue to be available to the public. Proposed Topaolf Driving Range The new specific plan and land use changes will facilitate construction of a Topgolf driving range building and surface parking in the CROS sub -area (See Attachment Q. The Topgolf commercial recreation facility (See Attachment N) will be approximately 67,500 square -feet and will peak at 55 feet in height. There will be approximately 35,000 square -feet of golf hitting bays with private seating areas immediately behind each of the 102 hitting bays. The new artificial turf on the driving range will minimize water usage. The facility will also include: approximately 10,000 square feet of restaurant and bar space; 2,085 square feet of meeting and event area; 1,638 square feet of office; 522 square feet of lounge; 1,130 square feet of lobby; and approximately 17,000 square feet of storage and circulation. A third floor 1,400 square foot outdoor terrace and a 5,400 square foot patio on the lower level will provide additional features. The patio will accommodate live and recorded music performances. Music providers will be required to connect to an in-house sound system, allowing staff the ability to control the volume. All speakers will be oriented inward and down toward the patio floor. The existing parking lot will be modified and expanded to accommodate the recommended 464 spaces (including 27 spaces on abutting West Basin property) to serve both patrons and employees. Proposed Golf Course Modifications The proposal includes new course lighting, and replacement of the clubhouse building and patio, which will overlook a new putting and chip -shot practice area. The project will also include modifications to the layouts of several holes at the existing golf course and the existing parking lots (Attachment D). The existing clubhouse facility, with a restaurant, patio, and a pro shop, will be replaced with a smaller building that offers the same amenities except the banquet facility (Attachment O). Proposed renovations to the golf course will include lighting to accommodate nighttime play and a new and expanded short game area. Proposed Specific Plan and Land Uses The proposed land use changes are relatively minor since the Specific Plan area will continue to have the same general uses—a golf course, driving range, and ancillary uses which will be open to the general public. However, the driving range will be under a lease agreement rather than a management agreement and it will be controlled during the lease term by a private entity which necessitated the Specific Plan, general plan, and zoning amendments. As is detailed in the proposed agreement, CenterCal, as the lessee, is required to make the driving range available for use by youth groups, student athletes, residents, and other groups to provide use opportunities that are similar to those currently available at the driving range. A specific plan is a general plan option that creates regulations for land uses within a particular area to meet specific goals and policies. All future development plans and entitlements within the specific plan boundaries must be consistent with the standards set forth in the adopted plan, even 2 M when they are different from regulations of the City Municipal Code. The Lakes Specific Plan makes minor changes to the uses and development standards currently applicable at the site. The Specific Plan document includes a land use plan, description of existing and proposed utilities and infrastructure, design guidelines, development standards, and administrative provisions. The general plan amendment application proposes to change the land use designation from Parks to The Lakes Specific Plan. A zone change from O -S (Open Space) to TLSP (The Lakes Specific Plan) is also proposed. Two zoning sub -areas, PROS (Public Recreation/Open Space) and CROS (Commercial Recreation/Open Space) are proposed and illustrated on the following page. The PROS sub -area encompasses approximately 16 acres on the northern parcel fronting Pacific Coast Highway. The parcel currently contains a nine -hole executive golf course with clubhouse and pro shop. All current uses will remain permitted uses. The CROS sub -area encompasses approximately 10.5 acres on the southern parcel fronting on both Pacific Coast Highway and Hughes Way. This sub -area allows for a commercial recreation and entertainment facility as well as for all recreational uses allowed in the PROS sub -area. A zone text amendment to acknowledge the new TLSP zone is also proposed. DISCUSSION On January 24, 2019, Planning Commission recommended certification of the EIR and approval of the proposed project (Attachments I and J). The following contains a summary of the key project components: Environmental Impact Retort (EIR) Although the Final EIR was certified on September 5, 2017, the City Council's actions did not result in approval of the project and the necessary findings were not made. Therefore, the Planning Commission recommended that City Council re -certify the EIR. The EIR documents are available to view on the Planning Department's website here] (Also see Attachments F and P). SDecif c Plan The Lakes Specific Plan provides flexibility to expand existing operations and develop new facilities. The plan includes a development concept that allows for the Topgolf facility as proposed, and new land use and zoning categories (Attachment H). Design guidelines are included to ensure high-quality development, while development standards are included to address lot area, height, setbacks, floor area, parking, landscaping, and signage. General Plan Amendment and Zone Chane: The general plan amendment and zone change establishes TLSP as a new land use and zone. The TLSP zone will allow the flexibility for The Lakes to expand and offer new uses compatible with the existing golf course facility and operations (Attachments G and H). 1 https://www.elsegundo.org/depts/planningsafety/planning/ea_1135_top_golf environmental_initial_study/ea_1135_top_gofl_draft_eir/default.asp 5 10 General Plan and Zoning Consistency The Specific Plan implements the General Plan within the project area. With approval of the proposed amendment, the Specific Plan will be consistent with the General Plan goals, objectives, and policies. This will further ensure that the proposed project remains consistent with the General Plan goals, policies, and objectives. Pursuant to Government Code Section 65358, any mandatory element of the General Plan may be modified up to four times per calendar year. This amendment represents this year's second amendment to the Land Use Element. In accordance with Municipal Code Section 15-26-413, the proposed zone change is necessary to carry out the project because the general plan amendment changes the land use classification of the project from Parks to The Lakes Specific Plan. As a result, the proposed zone change is necessary to maintain consistency with the General Plan. Zone Text Amendment The proposed zone text amendment will add TLSP zoning designation to the zoning code. Lot Line Adiustment The proposed lot line adjustment will reconfigure the two existing parcels so that Topgolf s facility will be wholly located within the CROS sub -area. The golf course and clubhouse will also be located within the PROS sub -area. The reconfigured lots will each exceed the minimum lot area requirement of ten acres. Site Plan Review Site plan review is needed for the proposed improvements which include the Topgolf building, clubhouse, modified golf course holes, course lighting, and parking lot layout. The proposed development plan is consistent with the development standards and design guidelines. The zoning code does not contain parking standards for commercial recreational or golf course uses. As a result, a shared parking demand analysis was conducted by a City -selected consultant to determine the number of parking spaces necessary to meet the demands of both uses. The consultant's parking analysis studied two existing Topgolf facilities in Scottsdale and Gilbert, Arizona because, at that time, they were the closest and most comparable facilities. Based on parking data gathered for these two sites, which included weekend and weekday peak demand periods, and factoring in parking required for a nine -hole golf course, the consultant's parking analysis concluded that the maximum expected parking demand is 464 spaces. The proposed project's parking spaces will meet this requirement. Conditional Use Permit In accordance with TLSP, the project includes a CUP to allow sale of beer, wine, and liquor within restaurant, bar, and entertainment areas. El Segundo Municipal Code Section 15-23-6 requires certain findings be made in reference to the property and project under consideration. The Planning Commission concluded there is adequate evidence to support the required findings and recommended approval. 0 11 IMPLEMENTATION AGREEMENTS West Basin Municival Water District Parkine License Agreement The proposed recreation project includes continued use of 27 parking spaces on the abutting West Basin Municipal Water District (West Basin) property. The City and West Basin have negotiated the terms of a draft license agreement allowing the City to maintain and use an existing parking lot adjacent to the project site (Attachment K). Staff from both organizations are working to clarify issues related to the use of these parking spaces by patrons and employees. CenterCal Recreation Ground Lease Aereement The proposed ground lease between the City and CenterCal will include an initial term of 20 years. CenterCal will then have six options to extend the agreement by five-year increments, resulting in a potential total agreement term of 50 years. The property that is the subject of the lease is specifically identified in Attachment L, Exhibits A-1 and B-1. The lease generally comprises the current driving range, parking lot, and a portion of the current first and ninth holes at the golf course. CenterCal will make annual fixed lease payments of $1,300,000, adjusted every five years by 10%, and $200,000 yearly payment to the City's General Fund as a community benefit. Additionally, CenterCal will pay the City 3% of gross revenues received from beverage sales with a minimum annual payment of $200,000, adjusted every five years by 10%. Accordingly, the City will receive a minimum of $1,700,000 annual revenues from the lease. As described above, CenterCal's recreation use of the leased property is limited to a driving range as the primary use and restaurant, lounge, and banquet facilities are allowed as ancillary uses. Initially, CenterCal is required to enter into a sublease with Topgolf which will then build and operate the driving range and ancillary facilities, as well as the improvements to the driving range. As both CenterCal and Topgolf entities are proposed to be limited liability corporations, a Topgolf- related entity is issuing a financial guaranty regarding the construction of the facilities as well as seven years of guaranteed operations (rent payments). In the event that Topgolf ceases to be the operator/sublessee in the future, CenterCal has the right to bring in a new operator for the driving range. For purposes of keeping the driving range available for residents, youth groups, golf instruction, and student activities that currently occur at the driving range, CenterCal is required to abide by Golf Course Manual section IX (Recognized Clubs) and section X (Driving Range Operations) (See Exhibit of Attachment M). With respect to onsite security issues, CenterCal/Topgolf will provide an onsite private security plan subject to review and approval by the Chief of Police. In addition, this facility will initially be staffed with El Segundo police officers on Friday and Saturday evenings from 7:00 PM. to 2:00 AM. CenterCal will be responsible on an annual basis for the fully burdened cost of the first 1,000 hours of police officers' time. CenterCal and City shall split the cost of hours in excess of 1,000 hours. The Police Chief has the authority to adjust the hours of public safety service time based upon his professional judgment. For purposes of attempting to have one operator of both the driving range and the golf course, CenterCal is required to have the sublessee/operator of the driving range execute a separate golf 7 12 course management agreement (to take over the obligations of operating the golf course), so long as the management agreement has not been otherwise terminated. Tonp-olf Golf Course Management Avreement The proposed Golf Course Management Agreement provides that Topgolf will be responsible for operating a public golf course. Topgolf will have the option to hire a separate management company to do this. The proposed Golf Course Management Agreement is contemplated to be coterminous with the lease so that the driving range and golf course will be managed by the same entity. However, City will have the right, after the first two years of operation, to terminate the management agreement upon 180 day notice. As per terms of the agreement, Topgolf will pay City $20,000 a year with a 10% adjustment every five years, plus 3% of gross beverage revenues. Topgolf will be required make a minimum $200,000 annual Golf Course and Driving Range Capital Contribution. If the golf course operates at a loss in excess of $150,000 during three years in any seven year period, then City is responsible for paying any losses in excess of $150,000 in any subsequent operating year. The $150,000 threshold figure will adjust by 10% every five years. The Golf Course Manual establishes uniform rules, procedures, and policies for pro shop operations, food and beverage operations, course rules, programing, and maintenance standards. Specifically, the Manual advances the following objectives regarding youth programming: • To provide young people with the opportunity to participate in the sport of golf; • To provide young people the opportunity to develop an interest in a life-long sport through involvement with the schools; • To create a future interest in golf by providing opportunities for young people to learn the game; and • To ensure that there is an ongoing program of education and development of juniors interested in golf (Attachment M, sections X and XI) Topgolf will provide resident discounted rates and early access at the driving range and golf course. It is anticipated that Topgolf will contract with a golf course operating company to run the day to day operations. As a result, the City Manager needs to be authorized to amend the current management agreement with Lane Donovan Golf Partners. In order to ensure a seamless and timely transition, the requested amendment will reduce the 120 -day notice of termination requirement to 45 days. The owners of Lane Donovan were informed of the proposed amendment and are amenable to these terms. CONCLUSION After seven years of thorough due diligence, numerous public meetings, a comprehensive bidding process which resulted in nine strong proposals, and extensive negotiations, a high-quality recreation development for The Lakes at El Segundo has been prepared for City Council consideration at this time. The proposed design of this project was overseen by a nine -member Ad 13 Hoc Golf Course Design Task Force which was established in 2016. This Task Force was made up of members of the Golf Course Subcommittee, City Council, Economic Development Advisory Council, Golf Course Management Company, and Lakes golf professionals. A subsequent six - member Ad Hoc Lakes RFP Task Force was established in 2018 to assist in the development of the project's Request for Proposals (RFP) and to review the proposals submitted. This Task Force was made up of members from Recreation & Park Commission, Planning Commission, Economic Development Advisory Council, Golf Course Subcommittee, and a Chevron representative. In addition, City Council established a separate Ad Hoc City Council Committee consisting of Councilmembers Scot Nicol and Chris Pimentel to negotiate with CenterCal and Topgolf representatives to obtain the proposed Recreation Ground Lease Agreement and Golf Course Management Agreement which is now before City Council. In addition to the use of citizen task forces and a City Council Committee, outside consultants played an important role throughout this process. For example, the consulting firm of CDB Golf Properties provided insightful advice during the preparation of the project's RFP, review of the nine proposals submitted, and preparation of the requirements for the Golf Course Management Agreement. The financial advisory consulting firm of Keyser Marston Associates (lead by Senior Principal Jim Rabe) provided invaluable financial review and guidance during the negotiation process. As a result of this thoroughly vetted effort, the proposed agreements represent a "win- win" outcome in terms of providing first-class physical improvements to the public golf course and driving range, high quality recreation services, significant financial benefits to the City's General Fund over an extended time frame, and a substantial multiplier effect on the local El Segundo economy. In many ways, this unique project represents an innovative "public-private partnership" that has the potential to provide public recreation, aesthetic, financial, and economic benefits to the community for many years to come. This is rare moment in the City's history. As a result of the totality of the situation, staff is recommending approval of all the actions requested at the beginning of this staff report. NEXT STEPS/TIMELINE Once approved by City Council, it is estimated it will take up to 17 months for the reconfigured golf course and new driving range facility to open to the public. A detailed timeline will be presented at the October 15 City Council meeting. The proposed Recreation Ground Lease Agreement has a number of conditions that will need to be satisfied prior to CenterCal acquiring a leasehold interest in the property. CenterCal will conduct soils/environmental testing, review issues potentially affecting title to the property, and other typical property -related due diligence. CenterCal, Topgolf, and City will need to resolve a variety of issues described throughout this staff report. The City will also need to confirm that the Topgolf guaranty adequately insures the improvements to both golf course and driving range will be constructed. In addition, the seven years of Topgolf s guaranteed performance requirement (rent) will need to be confirmed. Finally, CenterCal needs to provide construction plans, hire a contractor, and issue its final determination that it will proceed with the project as approved. Staff will provide regular updates to City Council and the public via the City's website. 6 14 STRATEGIC PLAN COMPLIANCE Goal: Champion economic development and fiscal sustainability. Objective: Encourage a vibrant business climate that is accessible, user-friendly and welcoming to all residents and visitors. PREPARED BY: Eduardo Schonborn, AICP, Principal Planner REVIEWED BY: Gregg McClain, Planning Manager Sam Lee, Planning and Building Safety Director Meredith Petit, Recreation and Parks Director APPROVED BY: Scott Mitnick, City Manager �J SI] 15 ATTACHMENTS: A. Location Map and Vicinity Map B. Project Areas Map C. Project Subareas Map D. Site Design Rendering E. Memorandum from Kimley-Horn (environmental consultant), dated January 8, 2019 F. Resolution No. , certifying The Lakes Specific Plan and Topgolf Project Final EIR with: Exhibit 1: Environmental Findings of Fact, and Exhibit 2: Mitigation Monitoring and Reporting Program (See Attachment Q for FEIR) G. Resolution No. , conditionally to approve General Plan Amendment No. 16-01 to change the land use designation from "Parks" to "The Lakes Specific Plan;" Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05 to allow for sale of beer, wine, and liquor H. Proposed Ordinance No. to approve Zone Change No. ZC 16-01 to change from O- S (Open Space) to The Lakes Specific Plan (TLSP), Specific Plan No. SP 16-02, Site Plan Review No. 16-01, Zone Text Amendment No. ZTA 16-04 to add TLSP to the El Segundo Municipal Code I. Planning Commission Resolution No. 2856, recommending that the City Council certify the EIR for TLSP and Topgolf facility project (without attachments) J. Planning Commission Resolution No. 2857, recommending that the City Council adopt an Ordinance and approved the applications associated with TLSP and Topgolf facility project (without attachments) K. Draft West Basin Parking License Agreement L. Proposed Recreation Ground Lease Agreement M. Proposed Golf Course Management Agreement Exhibit C: The Lakes at El Segundo Golf Course Manual (Golf Course, Rules, Procedures, Programming, and Operating Policies) Exhibit C -E: Resident Fee Schedule N. Topgolf driving range facility site plan, floor plans, elevations O. Clubhouse elevations P. Final EIR 11 16 Attachment A Location Map and Vicinity Map 17 Project Location LJ - lMF-. �. ,0 � z 0pq PP L Imo' ..... Project Area ��- 4P REYi3lOf� CITY 4F EL SEGUNDO Street Map - The three areas comprising the proposed recreational project are displayed below: Site Vicinity and Current Vicinity U LL U Q LL H� Ili I/ Open Space P-S� EI Segundo South Campus Siia Plan (ESSCSP) Corparate Office (CO) _ Hewy Manufwwrng (M-2) Ptdbic Facilities L' ht Manuiamhng (M-1) - Smaky Holaw East (SHE) Attachment B Proj ect Areas Map 19 Project Areas 20 Attachment C Project Subareas Map 21 a, l 1 A i • , i v / vr rr •� � iyi �,� r � • 4 � r _ •ate v � a PUBLIC RECREATION/OPEN SPACE (PR/OS) OCOMMERCIAL RECREATION/OPEN SPACE (CR/OS) 22 Attachment D Site Design Rendering 23 PPOP06ED u` V ar "INk +�4THE LAKI�' AT EL SEG6757 -: .._ k �, - Teil CLUSMOu SE FRY STRAKA GLOBAL GOLF COURSE DESIGN 24 Attachment E Memorandum from Kimley-Horn (environmental consultant) 25 MEMORANDUM Mr. Eduardo Schonborn, Principal Planner To: City of EI Segundo Rita Garcia From: Kimley-Horn and Associates, Inc. Date: January 8, 2019 The Lakes Specific Plan and Topgolf Project, 400 South Sepulveda Blvd. Subject: proposed Modified Project CEQA Compliance Review 1.0 INTRODUCTION & PURPOSE This memorandum is prepared to present the findings resulting from the CEQA compliance review of the Proposed Modified Project, as described below. The purpose of the CEQA compliance review is to evaluate the Proposed Modified Project to determine if any of the conditions requiring preparation of a subsequent EIR, supplement to an EIR, or addendum EIR have been met pursuant to State CEQA Guidelines §15162, Subsequent EIRs and Negative Declarations, State CEQA Guidelines §15163, Supplement to an EIR, and State CEQA Guidelines §15164, Addendum to an EIR or Negative Declaration, respectively. This memorandum is also prepared to present the recommendations concerning the Proposed Modified Project's CEQA compliance. 2.0 STATUTORY AUTHORITY & REQUIREMENTS State CEQA Guidelines §15090, Certification of the Final EIR, specifies that prior to approving a project, the Lead Agency shall certify that: 1. The final EIR has been completed in compliance with CEQA; 2. The final EIR was presented to the decision-making body of the Lead Agency, and that the decision-making body reviewed and considered the information contained in the final EIR prior to approving the project; and 3. The final EIR reflects the Lead Agency's independent judgment and analysis. 26 On September 5, 2017, the EI Segundo City Council adopted Resolution No. 5054 certifying The Lakes Specific Plan and Topgolf Project Environmental Impact Report (EA -1135) (Final EIR) in compliance with State CEQA Guidelines §15090 requirements. State CEQA Guidelines §15091, Findings, specifies that no public agency shall approve or carry out a project for which an EIR has been certified which identifies one or more significant environmental effects of the project unless the public agency makes one or more written findings for each of those significant effects, accompanied by a brief explanation of the rationale for each finding. The Final EIR was certified, as noted above; however, the September 5, 2017 actions did not include Project approval and the necessary findings have not been made. The provisions of State CEQA Guidelines §15162, §15163, and §15164 apply when the project being analyzed is a change to, or further approval for, a project for which an EIR was previously certified. According to State CEQA Guidelines §15162, Subsequent EIRs and Negative Declarations, when an EIR has been certified, no subsequent EIR shall be prepared for that project unless the Lead Agency determines, based on substantial evidence in the light of the whole record, one or more of the following has occurred: 1. Substantial changes are proposed in the project which will require major revisions of the previous EIR or 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 EIR or 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 previous EIR was certified as complete or the Negative Declaration was adopted, shows any of the following: A. The project will have one or more significant effects not discussed in the previous EIR or negative declaration; B. Significant effects previously examined will be substantially more severe than shown in the previous EIR; 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 27 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 EIR would substantially reduce one or more significant effects on the environment, but the project proponents decline to adopt the mitigation measure or alternative. State CEQA Guidelines §15163, Supplement to an EIR, specifies that the Lead Agency may choose to prepare a supplement to an EIR rather than a subsequent EIR if: 1. Any of the conditions described in Section 15162 would require the preparation of a subsequent EIR, and 2. Only minor additions or changes would be necessary to make the previous EIR adequately apply to the project in the changed situation. State CEQA Guidelines §15164, Addendum to an EIR or Negative Declaration, specifies that the Lead Agency shall prepare an addendum if some changes or additions are necessary but none of the conditions described in State CEQA Guidelines §15162 calling for preparation of a subsequent EIR have occurred. 3.0 PROJECT DESCRIPTION 3.1 Proposed Project EIR Section 3.0 describes the originally proposed Project analyzed in the certified EIR, hereinafter referred to as the "Proposed Project." The Proposed Project involved approximately 31 acres located at 400 South Sepulveda Boulevard. The Proposed Project would have replaced the existing driving range and hitting bays (at The Lakes at EI Segundo) with a three-story Topgolf facility. To accommodate the Topgolf facility, the Project would have modified three holes at the existing golf course and existing parking lot. Within the northern portion of the Project site, the existing clubhouse facility, patio, storage building, and associated amenities would have been demolished and replaced with a new smaller Pro Shop building, restaurant/bar/kitchen, outdoor patio/dining area, lobby, office, and storage, circulation, and miscellaneous space. Additional Proposed Project improvements included installing new lighting and screening poles and replacing existing net poles and driving range grass with high density fiber turf. The requested Proposed Project entitlements included: General Plan Amendment No. GPA 16-01; General Plan Map Amendment; Zone Change No. ZC 16-01; Zoning Map Change; Zone Text Amendment No. ZTA 16-04; The Lakes Specific Plan No. SP 16-02; Site Plan No. 16-01; Lot Line Adjustment No. SUB 16-03; and Conditional Use Permit No. CUP 16-05. The Lakes Specific Plan would have established two subareas: Public Recreation/Open Space (PR/OS) Subarea; and Commercial-Recreation/Open Space (CR/OS) Subarea. The PR/OS Subarea, which encompasses approximately 16.06 acres on the northern parcel fronting onto Sepulveda Boulevard, would have allowed for several public recreational uses. The CR/OS Subarea, which encompasses approximately 10.49 acres on the southern parcel fronting on both Sepulveda Boulevard and a small "L-shaped" portion fronting on Hughes Way, would have allowed a commercial recreation and entertainment facility, and other recreational uses allowed in the PR/OS Subarea. Table 1, Land Use Summarv, summarizes the Proposed Project development according to land use categories. As indicated in Table 1, the Proposed Project analyzed in the EIR would have allowed for approximately 70,680 gross square feet (GSF) (61,315 net square feet (NSF)) of new development. The EIR evaluated the environmental issues identified below and concluded that no Proposed Project impacts would be significant and unavoidable. 1. Air Quality 2. Greenhouse Gas Emissions 3. Hazards and Hazardous Materials 4. Hydrology and Water Quality 5. Land Use and Planning 6. Noise 7. Public Services and Recreation 8. Transportation and Traffic 9. Utilities and Service Systems Following compliance with the established regulatory framework and implementation of the recommended mitigation measures, Proposed Project impacts would be reduced to less than significant levels. 3.2 Proposed Modified Project The Project Applicant is considering modifications to the Proposed Project, all within the CR/OS Subarea. No modifications to the Proposed Project PR/OS Subarea are proposed. Additionally, no different/additional entitlements are requested. The current proposal, hereinafter referred to as the "Proposed Modified Project," is presented in the December 2018 Project plans and documentation (Area Group Architects, Inc., December 2018 and January 2019). Table 1 summarizes the Proposed Modified Project development and compares it to the Proposed Project analyzed in the Final EIR. As indicated in Table 1, the Proposed Modified Project would allow for approximately 71,031 GSF (61,239 NSF) of new development or an increase of 351 GSF (a decrease of 76 NSF), as compared to the Proposed Project. 29 4.0 FINDINGS CONCERNING CEQA COMPLIANCE This section provides a comparative review of the Proposed Modified Project and Proposed Project. It is noted, The Lakes at EI Segundo continues to operate as, a publicly -owned golf course and practice facility, as described in EIR Section 3. No substantial changes concerning nearby land uses (e.g., no substantial new or change in existing) have occurred, since certification of the Final EIR. Therefore, concerning the circumstances under which the Project Modified Project is undertaken, no new substantial changes have occurred that would require major revisions to the previous EIR. As indicated in Table 1. the Proposed Modified Project involves an approximately 351 -SF increase in gross floor area and an approximately 76 -SF decrease in net floor area. The Proposed Modified Project would decrease the floor area in all land use categories, except Recreation (hitting bays), Circulation Space, and Miscellaneous (restrooms, stairs, etc.), which would increase by 2,686 GSF, 1,550 GSF, and 427 GSF, respectively. Additionally, a 5,518 -SF patio is proposed on the ground level- no patio was previously proposed. Overall, the Proposed Modified Project involves the following redistribution of floor space: • The upper level roof terrace would decrease from 2,687 GSF to 1,364 GSF, • The previously proposed 2,084-GSF bar on the middle level is excluded and a new 1,648-GSF bar is proposed on the upper level, • The previously proposed middle level 2,897-GSF of event space is excluded, and 2,085 GSF of new event space is proposed on the upper level, • A new 1,466 -SF kitchen and 960 -SF dining area are proposed on the middle level- no kitchen or dining area were previously proposed on the middle level, • The ground level kitchen would decrease from 2,410 SF to 1,346 SF, • A new 1,936 -SF bar is proposed on the ground level- no bar was previously proposed on the ground level, • The ground level 1,655 -SF lounge area is excluded, and • The upper level 240 -SF lounge area is excluded. As addressed below, the increased Recreation, Circulation Space, and Miscellaneous floor area would not involve substantial changes to the Proposed Project and no additions/revisions to the previous EIR are needed. The Final EIR analyses and conclusions adequately apply to the Proposed Modified Project. Additionally, the proposed modifications would not result in new significant environmental effects or a substantial increase in the severity of previously identified significant effects. These findings are based on the following factors: 30 • The Proposed Modified Project generally involves only a redistribution of floor space, as discussed above- no new or dissimilar land uses are proposed. • Although the Recreation category would increase by 2,686 GSF, as with the Proposed Project, the Proposed Modified Project would have 34 hitting bays on each level (102 total). The increase in SF is associated with the provision of a circulation aisle behind the seating area. No substantial change in this key Project component is proposed. • The approximately 351-GSF increase represents an approximately one-half percent increase over the Proposed Project's 70,680 GSF, which is considered negligible. Moreover, the additional Circulation (1,550 SF) and Miscellaneous (427 SF) floor areas are "back of the house" and accessory- not main Project areas. • To determine the trip generation associated with the Proposed Project (i.e., Topgolf facility), two existing Topgolf facilities like the Proposed Project were identified to conduct sample trip generation counts. The sites were selected based in various factors including similarity to the Proposed Project facility, geographic location, environmental settings, and feasibility to isolate the trip generation associated with Topgolf employees, users, and patrons. Because the Proposed Modified Project involves redistribution of floor space and no substantial changes, the two existing Topgolf facilities are also applicable and representative of the Proposed Modified Project. Additionally, the Proposed Project Traffic Impact Analysis (TIA) (see EIR Appendix H) concluded the Proposed Project trip generation analysis was conservative concerning the following factors, which would be equally conservative for the Proposed Modified Project: 1. The Proposed Project TIA utilized the highest trip generation, which was measured on peak operating days at two existing 65,000 -SF Topgolf facilities- representative of the Proposed Project facilities. The TIA also utilized the lowest trip generation (measured at The Lakes driving range on non -peak operating days) to account for the displaced driving range. Thus, the Proposed Project was conservatively forecast to generate approximately 2,241 weekday daily trips and approximately 3,766 weekend daily trips. 2. The TIA's future growth forecasts for the study area Forecast Near -Term Without Project traffic volumes were derived by applying an annual growth rate of 0.26 percent per year over a two-year period to existing traffic volumes to account for background and cumulative growth in 2018. The TIA concluded this was a conservative assumption since the growth rate is applied to all movements at the study intersections. 31 Overall, concerning traffic impacts, the Final EIR analyses and conclusions adequately apply to the Proposed Modified Project given the two existing 65,000 -SF Topgolf facilities, which are the basis for the TIA, are also representative of the Proposed Modified Project facilities. Additionally, the Proposed Modified Project primarily involves redistribution of floor space and generally the same development intensity as the Proposed Project (i.e., the increase in gross floor area would be nominal given it constitutes only approximately one-half percent increase). • The Proposed Modified Project's impacts concerning the other key environmental issues (i.e., Air Quality, Greenhouse Gas Emissions, Hazards and Hazardous Materials, Hydrology and Water Quality, Land Use and Planning, Noise, Public Services and Recreation, and Utilities and Service Systems) would be like the Proposed Project's given the Proposed Modified Project would: o Involve the same development footprint, o Involve the same land use types, o Involve generally the same intensity- the increase in gross floor area would be nominal given it constitutes only approximately one-half percent increase over the Proposed Project. Therefore, the previous EIR impact analyses and conclusions concerning these environmental issues adequately apply to the Proposed Modified Project. 5.0 RECOMMENDATIONS Overall and as is evidenced by the factors presented above, the Proposed Modified Project changes are not substantial, as compared to the Proposed Project, and no additions/revisions to the previous EIR are needed. The proposed modifications would not result in new significant environmental effects or a substantial increase in the severity of previously identified significant effects. Additionally, no new information of substantial importance shows the Proposed Modified Project would result in new significant environmental effects or a substantial increase in the severity of previously identified significant effects. Therefore, the Proposed Modified Project changes do not meet any of the conditions requiring preparation of a subsequent EIR, supplement to an EIR, or addendum EIR. The prior EIR analyses and conclusions adequately apply to the Proposed Modified Project. Although the Final EIR was certified on September 5, 2017, the City Council's actions did not include Project approval and the necessary findings were not made. Therefore, prior to approving the Proposed Modified Project, it is recommended that the City recertify the prior EIR and make the necessary findings pursuant to State CEQA Guidelines §§15090 and 32 15091. Additionally, given the time that has elapsed since the earlier public hearings, it is recommended that an extensive public hearing/noticing process occur, including but not limited to, noticing all organizations and individuals who previously requested notice, commented on the Project, or attended a public hearing. Finally, it is recommended that the City's CEQA Attorney review/approve these recommendations. 33 TABLE 1: LAND USE SUMMARY Pil%lur U-4jt L' r n1uJC1L I MODIFIED (EIRTABLE 3-4) PROPOSED PROJECT CHANGE LAND USE PROS CROS PR/OS CR/05 PROS CROS Total Total Total Subarea Subarea Subarea Subarea Subarea Subarea Recreation (hitting Bays) Patio Event Space Pro Shop Restau rant/Ba r/KItchen Lobby Office Storage/Maintenance Computer (server storage) Lounge Circulation Space Misc. (Restrooms, Stairs, Elevator, Mechanical Equip.) SubtotalGross2 Existing Uses to Remain TOTAL GROSS Recreat[an (hitting Bays) Patine Event Space Pro Shop Restaurant/Ba r/K itchen Lobby office Storage/Ma i ntena nce Computer (server storage) Lounge Circulation Space Misc. (Restrooms, Stairs, Elevator, Mechanical Equip.) subtotal Net Existing Uses to Remain TOTAL NET 0 3,193 1,775 4,968 58,12 58,17 Cl 0 GROSS FLOOR AREA 0 0 0 0 0 0 32,309 32,309 0 34,9951 34,995 0 2,686 2,686 1,010 0 1,010 1,010 0 1,010 0 0. 0 0 3,144 3,144 0 2,085 2,085 0 -1,059 -1,059 636 0 636 636 0 636 0 0 0 613 10,024 10,637 613 9,94Q 10,553 0 -84. -84 520 1,355 1,885 520 1,130/ 1,650 0 -23�- -235 229 2,439 2,668 229 1,409 1,638 0 -1,030, -1,030 105 3,631 3,736 105 3,112 3,217 0 -519 -519 Q 22S 225 0 213 213 0 -12 -12 0 1,895: 1,895 0 522 522 0 -1,373 -1,373 80 3,090! i 3,170 80 4,640 4,720 0 1,550 1,550 317 9,042• 9,365 317 9,475 9,792 0 427 427 3,510 67,170 70,680 3,510 67,521 71,0310 351 351 1,775 0 1,775 1,775 0 1,775 0 0 0 5,285 67,170 72,455 5,285 67,523 72,806 0 351 351 NST FLOGR AREA 0 32,309 32,309 0 34,995 34,995 0 2,686 2,686 1,010 0 1,010 1,010 0 1,010 0 0: 0 0 3,144 3,144 0 2,085 2,085 0 -1,059: -1,0.59 636 0 636 636 0 636 0 0: 0 613 10,024 10,637 613 9,940 10,553 0 ,84- -84 520 1,365 1,8S5 520 1,130 1,650 0 -235 -235 229 2,439 2,668 229 1,409 1,638 0 -1,030 -1,030 105 3,631 3,736 105 3,112 3,217 0 -519 -519 0 225 225 0 213 213 0 -12 -12 0 1,895 1,895 0 522 522 0 -1,373 -1,373 80 3,090 3,170 80 4,640 4,720 0 1,550 1,550 0 3,193 1,775 4,968 58,12 58,17 Cl 0 0 0 0 0 0 0 2 61,315 3,193 58,046 61,239 0 1,775 0 1,775 NOTES: 1. Source: Written Correspondence, Brad Beall, Project Architect, Aria Group, January 4, 2019. 2. Modified Project Patio (5,518 SF) excluded from total. 0 -76 -76 0 -76 a6 1,775 63,090 34 Attachment F Resolution No RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL CERTIFYING THE ENVIRONMENTAL IMPACT REPORT, MAKING CERTAIN ENVIRONMENTAL FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND ADOPTING A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT (ENVIRONMENTAL ASSESSMENT NO. EA -1135, SPECIFIC PLAN NO. SP 16-02, GENERAL PLAN AMENDMENT NO. GPA 16-01, ZONE CHANGE NO. ZC 16-01, ZONE TEXT AMENDMENT NO. ZTA 16-04, SITE PLAN NO. 16-01, LOT LINE ADJUSTMENT NO. SUB 16-03, AND CONDITIONAL USE PERMIT NO. CUP 16-05) LOCATED AT 400 SOUTH PACIFIC COAST HIGHWAY. The City Council of the City of EI Segundo does resolve as follows: SECTION 1: The City Council finds and declares that: A. On June 20, 2016, CenterCal Properties, LLC, filed an application for Environmental Assessment No. EA -1135, General Plan Amendment No. 16-01, Zone Change No. ZC 16-01, Specific Plan No. SP 16-02, Zone Text Amendment No. ZTA 16-04, Site Plan Review No. 16-01, Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05 for approval of a specific plan and related discretionary entitlements to facilitate a development project at the Lakes golf course consisting of replacing an existing driving range and hitting bays with a three-story golf -themed commercial recreation and entertainment facility, including hitting bays, a restaurant/bar, and other supporting accessory uses to be operated under the "Topgolf" brand. Additional project improvements include demolition of the existing clubhouse and reconstruction of a smaller clubhouse, modification of the fairways and layouts of six holes at the existing 9 -hole executive golf course, new golf course lighting, and modification and expansion of the existing parking to accommodate additional parking to serve the facility; B. After submittal of additional information, Staff deemed the project applications complete on August 31, 2016; C. Pursuant to the provisions of the California Environmental Quality Act, Public Resources Code Sections 21000 et. seq. ("CEQA"), the State's CEQA Guidelines, California Code of Regulation, Title 14, Section 15000 et. seq., the City's Local CEQA Guidelines (City Council Resolution No. 2805, adopted March 16, 1993), and Government Code Section 65962.5(f) (Hazardous Waste and Substances Statement), the City of EI Segundo prepared an Environmental Impact Report (State Clearinghouse Number 2016091003) (the "EIR"); -1- 45 D. The City prepared an Initial Environmental Study (the "Initial Study") for the Project pursuant to Section 15063 of the CEQA Guidelines, and on September 1, 2016, the Initial Study (IS) and Notice of Preparation (NOP) were released to the public and public agencies for a comment period of 33 days (through October 3, 2016). On September 1, 2016, a Public Notice was mailed to property owners within a 300 -foot radius from the subject property, the Notice was published in the El Segundo Herald, and the Notice was posted on the City's website. Lastly, a copy of the Initial Study was made available at the public counter at City Hall and the local library, and was made available on the City's website for the public to download and review; E. On September 8, 2016, the Planning Commission conducted a public scoping meeting to provide a forum for agencies and members of the community to provide verbal comments on the IS/NOP; F. After the NOP comment period ended, the Draft EIR was prepared taking the comments into account. After completing the Draft EIR, the document was made available to the public on January 26, 2017 for a 47 -day public comment period that concluded on March 13, 2017; G. On February 2, 2017, City Staff hosted a noticed public commenting session to provide the public with an opportunity to submit verbal comments, in addition to the typical written comments, on the Draft EIR. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice posted at The Lakes clubhouse facility, and a Notice was posted on the City's website; H. On May 25, 2017, the Final EIR was completed and Notice was provided via mail to all property owners within a 300 -foot radius of the subject site, and on May 25, 2017 a Notice was published in the El Segundo Herald announcing that a public hearing was scheduled with the Planning Commission on June 8, 2017 to review the Final EIR and the entitlement applications for the proposed project; On June 8, 2017, the Planning Commission conducted a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City staff and public testimony, and the applicant; J. On June 8, 2017, at the request of the Applicant, the Planning Commission continued the public hearing to June 22, 2017; K. On June 22, 2017, the Planning Commission continued the public hearing to July 13, 2017; 6A L. On July 13, 2017, the Planning Commission of the City of EI Segundo adopted Resolution No. 2820, recommending that the City Council certify the EIR, make certain environmental findings of fact, and adopt a Mitigation Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project; M. The City Council of the City of EI Segundo held a duly noticed public hearing on September 5, 2017, to review and consider the staff report prepared for the project, receive public testimony, and review all correspondence received on the project; N. On September 5, 2017, the City Council adopted Resolution No. 5054, certifying the EIR, making certain environmental findings of fact, and adopting a Mitigation Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project; O. On October 3, 2017, the City Council considered the entitlements associated with the project, such as a General Plan Amendment, Zone Change, Zone Text Amendment, Lakes Specific Plan, Lot Line Adjustment and Conditional Use Permit for the TopGolf Project; however, motions to approve the Ordinance project failed, and the City Council did not approve the project; P. Subsequently, in late 2017 and early 2018, the City Council directed staff to issue a Request for Proposals (RFP) for the Lakes golf course to determine whether other recreational uses or projects might be conducted on the Property; Q. In September 2018, the City Council selected the proposed Applicant/Developer and Topgolf project as one of two finalists and the parties are attempting to negotiate a lease with respect to the operation of the Lakes; R. On November 21, 2018, the Applicant filed a request that the City reconsider the proposed Lakes Specific Plan and Topgolf project as presented and analyzed in 2017; S. On December 20, 2018, the Applicant submitted a slightly modified version of the project, which included the following modifications: • The upper level roof terrace would decrease from 2,687 GSF to 1,364 GSF, • The previously proposed 2,084-GSF bar on the middle level is excluded and a new 1,648-GSF bar is proposed on the upper level, • The previously proposed middle level 2,897-GSF of event space is excluded, and 2,085 GSF of new event space is proposed on the upper level, W11 47 • A new 1,466 -SF kitchen and 960 -SF dining area are proposed on the middle level- no kitchen or dining area were previously proposed on the middle level, • The ground level kitchen would decrease from 2,410 SF to 1,346 SF, • A new 1,936 -SF bar is proposed on the ground level- no bar was previously proposed on the ground level, • The ground level 1,655 -SF lounge area is excluded, and • The upper level 240 -SF lounge area is excluded. T. On January 8, 2019, the City's environmental consultant completed an independent review of the modified project and determined that no new significant environmental impacts would result, the modifications would not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. Thus, the City's environmental consultant concluded that the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. U. On January 10, 2019, a Notice was published in the El Segundo Herald and Notice mailed to property owners within a 300 -foot radius from the subject property, announcing that a public hearing was scheduled with the Planning Commission on January 24, 2019, to consider the proposed modified project; V. On January 24, 2019, the Planning Commission conducted a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City staff and public testimony, and the applicant; and, W. This Resolution, and its findings, are made, in part, based upon the evidence presented to the Planning Commission at its June 8, and July 13, 2017 public hearings and upon the evidence presented to the City Council at its September 5, 2017 public hearing including, and based upon the evidence presented to the Planning Commission at its January 24, 2019 public hearing and upon the evidence presented to the City Council at its October 15, 2019 public hearing including, without limitation, the staff reports, Initial Study, Draft EIR and Final EIR submitted by the Planning and Building Safety Department. SECTION 2: Environmental Assessment. The City Council makes the following environmental findings: A. Pursuant to CEQA Guidelines Sections 15064 and 15081, and based upon information contained in the Initial Study, the City ordered the preparation of an Environmental Impact Report ("EIR") for the Project. The City contracted with independent consultants for the preparation of the technical me studies for the EIR and on September 1, 2016, prepared and sent a Notice of Preparation of the EIR to responsible, trustee, and other interested agencies and persons in accordance with Guidelines Section 15082(a). Comments on the Notice of Preparation were accepted during the 33 -day comment period ending on October 3, 2016. During the scoping period, the City held an advertised public meeting on September 8, 2016, to facilitate public input regarding the scope of the EIR. B. The City completed the Draft EIR, together with those certain technical studies (the "Appendices"), on January 26, 2017. The City circulated the Draft EIR and the Appendices to the public and other interested parties from January 26, 2017 through March 13, 2017, for a 47 -day comment period. In addition to receiving written comments submitted during this time, public comments were received at an advertised public commenting session on February 2, 2017. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice posted at The Lakes clubhouse facility, and a Notice posted on the City's website. C. During the Draft EIR public comment period, including at the February 2, 2017 public commenting session, the City received numerous letters and comments. Responses to each of the individual comments were prepared and made available on May 25, 2017. The comments and responses are part of section 11.3 of the Final EIR, and are incorporated herein by reference. The written responses to comments were made available for public review in the Planning and Building Safety Department, at the EI Segundo Public Library and on the City's website. After reviewing the responses to comments, the revisions to the Draft EIR, and the Final EIR, the City Council finds that the information and issues raised by the comments and the responses thereto do not constitute significant new information requiring recirculation of the EIR. D. The Final EIR is comprised of the Draft EIR, an errata thereto, comments and recommendations received on the Draft EIR, a list of persons, organizations and public agencies commenting on the Draft EIR, the City's Responses to Comments, and the Mitigation Monitoring and Reporting Program. E. The City Council has independently reviewed and considered the content of the Final EIR, all written and oral public communications, and all other evidence in the administrative record. The City Council hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment of the City. Although minor revisions have been made to the Draft EIR in response to comments received during the public process, no significant new information has been added to the EIR since public notice was given of the availability of the Draft EIR for public review. -5- Consequently, recirculation of the EIR is not required pursuant to Section 15088.5 of the CEQA Guidelines. F. The comments regarding the Draft EIR and the responses to those comments were received by the City Council; that the City Council received documents and public testimony regarding the adequacy of the EIR; and the City Council has reviewed and considered all such documents, testimony and the Final EIR prior to making its decision. In accordance with CEQA Guidelines Section 15090, the City Council hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment and analysis of the City. G. Based upon the Final EIR and the record before the City Council, the Council finds the Project will not cause any significant environmental impacts after mitigation. Detailed explanations for why the impacts were found to be less than significant are contained in the Environmental Findings of Fact attached as Exhibit A to this Resolution and incorporated herein by this reference. H. The EIR describes, and the City Council fully considered, a reasonable range of alternatives to the Project. On the whole, the proposed Project is environmentally superior to other feasible alternatives. Thus, all other alternatives and variations are infeasible or not environmentally preferable for the reasons set forth in the Environmental Findings of Fact attached as Exhibit A to this Resolution and incorporated herein. On the basis of the FEIR and the record of proceedings in this matter, the Council finds that the proposed Project would not result in temporary or permanent significant and unavoidable effects for any of the environmental issue areas identified in Appendix G of the State CEQA Guidelines. Therefore, no Statement of Overriding Considerations is necessary. J. Although the project has been slightly modified, as described above in Section 1.S, no new significant environmental impacts result from the modified project, the modifications do not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. As such, the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. SECTION 3: Based on the foregoing findings and on substantial evidence in the administrative record as a whole, the City Council adopts the Environmental Findings of Fact attached hereto as Exhibit A and incorporated herein by this reference, certifies the Final Environmental Impact Report, and adopts the Mitigation Monitoring and Reporting Program attached hereto as Exhibit B and incorporated herein, for The Lakes Specific Plan and Topgolf Project. 50 SECTION 4: Reliance on Record. Each and every one of the findings and determinations in this Resolution is based on the competent and substantial evidence, both oral and written, contained in the entire administrative record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 5: Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. SECTION 6: Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact. SECTION 7: This Resolution will remain effective until superseded by a subsequent resolution. SECTION 8: A copy of this Resolution must be mailed to CenterCal Properties, LLC, and to any other person requesting a copy. SECTION 9: This Resolution is the City Council's final decision and will become effective immediately upon adoption. PASSED, APPROVED AND ADOPTED this day of )2019. ATTEST: Drew Boyles, Mayor STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES 1 SS 3FA 51 CITY OF EL SEGUNDO I, Tracy Weaver, City Clerk of the City of EI Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Resolution No. was duly introduced by said City Council at a regular meeting held on the day of , 2019, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the day of 2019, and the same was so passed and adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney E:1 52 Exhibit F-1 Environmental Findings of Fact 53 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact CITY COUNCIL RESOLUTION NO. Exhibit A ENVIRONMENTAL FINDINGS OF FACT After receiving, reviewing, and considering all the information in the administrative record for Environmental Assessment (EA) No. 1135, including, without limitation, the factual information and conclusions set forth in this Resolution and its attachment, the City Council finds, determines, and declares as follows: FINDINGS REQUIRED BY CEQA. Pursuant to Section 15090 of the CEQA Guidelines, the City Council finds that:: 1. The Final Environmental Impact Report (FEIR) has been completed in compliance with CEQA; 2. The FEIR was presented to the City Council and the Council reviewed and considered the information contained in the FEIR before approving the Project; and 3. The FEIR reflects the City Council's independent judgment and analysis. II. FINDINGS REGARDING THE PROJECT'S POTENTIAL ENVIRONMENTAL EFFECTS. A. Environmental Effects with No Impacts. The Initial Study for The Lakes Specific Plan and Topgolf Project, dated September 2016, concluded that the Project had no potential to result in significant impacts in several areas. Having reviewed and considered the entire administrative record of proceedings, the City Council finds that substantial evidence in the record supports the conclusion that the Project has no potential to result in significant environmental impacts in the following areas: 1. Aesthetics (Scenic Vistas; Scenic Resources). 2. Agriculture and Forest Resources. 3. Biological Resources (Riparian Habitat; Federally Protected Wetlands; Movement of Species; Conflict with Local Policies or Ordinances Protecting Biological Resources; and Conflict with an adopted Habitat Conservation Plan or Other Plan). 4. Geology and Soils (Rupture of Earthquake Fault; Landslides; and Septic Tanks). 5. Hazards and Hazardous Materials (Safety Hazard from a Private Airstrip; and Exposure of People or Structures to Wildland Fires). 6. Hydrology and Water Quality (Place Housing or Structures Within a 100 -Year Flood Hazard; Expose People or Structures to a Significant Risk Involving Flooding). 54 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact 7. Land Use and Planning (Physically Divide an Established Community; Conflict With a Habitat Conservation Plan or Natural Community Conservation Plan). 8. Mineral Resources. 9. Noise (Excessive Noise Levels in the Vicinity of a Private Airstrip). 10. Population and Housing (Displace Substantial Numbers of People or Existing Housing). B. Impacts Identified as Less Than Siqnificant. The Initial Study concluded that the Project's potential for environmental effects in several areas would be less than significant. Having reviewed and considered the entire administrative record of proceedings, the City Council finds that substantial evidence in the record supports the conclusion that the Project will have less than significant environmental impacts in the following areas: 1. Aesthetics (Visual Character/Quality; Light and Glare). 2. Air Quality (Objectionable Odors). 3. Biological Resources (Candidate, Sensitive or Special Status Species). 4. Cultural Resources (Historical, Archaeological and Paleontological Resources; Disturbance of Human Remains). 5. Geology and Soils (Strong Seismic Ground Shaking; Seismic -Related Ground Failure; Substantial Soil Erosion; Unstable Geologic Unit; Expansive Soils). 6. Hazards and Hazardous Materials (Safety Hazard within an Airport Land Use Plan or Within Two Miles of a Public or Public Use Airport). 7. Hydrology and Water Quality (Inundation by Seiche, Tsunami, or Mudflow). 8. Noise (Excessive Noise Levels for a Project Located Within an Airport Land Use Plan, or Within Two Miles of a Public or Public Use Airport). 9. Public Services (Library Facilities). 10. Transportation/Traffic (Change in Air Traffic Patterns; Increased Hazards Due to Design Feature or Incompatible Use). C. Impacts Identified as Potentially Sianificant in the Initial Studv But Which Did Not Exceed Siqnificance Thresholds in the DEIR. The following environmental effects were identified as Potentially Significant in the Initial Study. However, after further analysis, it was determined that the effects would not be significant, since they would not exceed thresholds of significance and no mitigation is required. Consequently, the City Council finds, based on the evidence in the record as a whole, that the Project will have less than significant environmental impacts in the following areas: 2 55 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact 1. Air Qualitv a) Facts/Effects: (1) Air Qualitv Standards — Lona -Term. Project operations will not violate an air quality standard or contribute substantially to an existing or projected air quality violation. The Project's total unmitigated operational (mobile, area, and energy source) emissions will not exceed SCAQMD thresholds. Further, the Project will be required to comply with EI Segundo Municipal Code (ESMC) Chapter 15-16 and the proposed Lakes Specific Plan sets forth goals and objectives for sustainability practices that will further reduce area and mobile source emissions, such as using sustainable building materials, water conservation, energy efficient lighting, reclaimed landscape water, and bicycle parking. Consequently, the Project's long- term impacts on air quality will be less than significant. (2) Localized Emissions. The Project will not result in significant localized emissions impacts or expose sensitive receptors to substantial pollutant concentrations. The Project's unmitigated on-site construction emissions will not exceed the localized significance thresholds (LSTs); therefore, the Project's construction -related localized significance impacts will be less than significant. Additionally, the Project's unmitigated operational area source emissions will be negligible and will not exceed the LSTs for Sensitive Receptor Area (SRA) 3. Therefore, the Project's operational localized significance impacts for Project operations will be less than significant. (3) Cumulative Impacts. The proposed Project, combined with other related cumulative projects, will not result in significant air pollutant emission impacts. The proposed Project will not result in long-term air quality impacts, as emissions will not exceed applicable operational thresholds. Development associated with the proposed Project will be consistent with what is anticipated in the General Plan. Additionally, adherence to SCAQMD rules and regulations will alleviate potential impacts related to cumulative conditions on a project -by -project basis. Emission reduction technology, strategies, and plans are constantly being developed. As a result, the proposed Project will not contribute a cumulatively considerable net increase of any nonattainment criteria pollutant. Therefore, cumulative operational impacts associated with Project implementation will be less than significant. b) Finding: Based on the whole of the administrative record, the City Council finds that the Project will not result in significant impacts, either individually or cumulatively, on long-term air quality standards or on localized emissions. Consequently, no mitigation is required. 3 56 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact 2. Greenhouse Gas Emissions a) Facts/Effects: (1) Greenhouse Gas Emissions. Greenhouse gas emissions resulting from the Project will not have a significant impact on global climate change. The total amount of Project -related "business as usual" GHG emissions from direct and indirect sources combined will total 1,683.19 MTCO2eq/year, which is below the 3,000 MTCO2eq/year threshold. Therefore, the proposed Project will result in a less than significant impact with regards to GHG emissions. (2) Compliance with Applicable Plan/Policy/Reaulation. The proposed Project will be consistent with the City of EI Segundo's EECAP, which is the applicable plan, policy, or regulation adopted for the purpose of reducing the emissions of GHGs. In addition, the Project will incorporate design features that will reduce GHG emissions. The Project will not conflict with or impede implementation of reduction goals identified in AB 32 and other strategies to help reduce GHG emissions. Therefore, the Project will not conflict with an applicable GHG reduction plan, policy, or regulation. Impacts will be less than significant in this regard. (3) Cumulative Impacts. The additive effect of the Project's GHG emissions will not result in a reasonably foreseeable cumulatively considerable contribution to global climate change. In addition, the Project, as well as other cumulative related projects, will be subject to all applicable regulatory requirements, which will further reduce GHG emissions. As stated in the FEIR, the Project will not result in a significant impact regarding GHG emissions, as the Project will result in 1,683.19 MTCO2eq/year under buildout "business as usual" conditions. Therefore, Project related GHG impacts were determined to be less than significant as they were below the 3,000 MTCO2eq threshold. Therefore, the Project's cumulative GHG emissions will be considered less than significant. b) Finding: Based on the whole of the administrative record, the City Council finds that the Project will not result in significant impacts, either individually or cumulatively, with respect to greenhouse gas emissions thresholds or consistency with applicable greenhouse gas plans, policies or regulations. Consequently, no mitigation is required. 3. Hazards and Hazardous Materials a) Facts/Effects: (1) Operations. Project operations will not create a significant hazard to the public or environment through the handling, storage, and/or use of hazardous materials, as well as accident conditions involving the release of hazardous materials. Due to the nature of the proposed land uses, the Project is not anticipated to involve facilities or activities that would produce or use substantial quantities of hazardous materials or require the routine 4 57 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact transport of hazardous materials to and from the site that may adversely affect the public or the environment. Long-term operation of the proposed facilities will be subject to applicable federal, State, and local regulations intended to manage the transport, use, storage, manufacture, and disposal of hazardous materials to ensure that these materials do not adversely impact the public or the environment. Project conformance with such standard regulations will ensure impacts remain less than significant. (2) Emit or Handle Hazardous Materials Near a School. The closest school to the Project site is Wondertree Kids, located 0.25 -mile southeast from the Project site. However, Project operations will not involve the use of hazardous materials or substances, and thus will not emit hazardous emissions. Additionally, buffers in the form of roadways and intervening structures will separate the proposed commercial uses from the existing school. Compliance with measures established by Federal, State and local regulatory agencies is considered adequate to offset any potential impacts related to the use, handling, or storage of hazardous. (3) Hazardous Materials Reaulatory Site. A Phase I Environmental Site Assessment was conducted to identify, to the extent feasible, recognized environmental conditions ("RECs") at the Property. As part of the Phase I ESA, a regulatory agency database (federal, state, and tribal environmental records) search report was obtained from Environmental Data Resources Inc. (EDR), a third -party environmental database search firm. The Property (Project site) was not identified in the environmental database report. (4) Emeraencv Response or Evaluation Plan. The Specific Plan area will continue to be accessed via two existing driveways along Pacific Coast Highway and Hughes Way. No modifications to the existing driveways, and no new curb cuts are proposed as part of the project. Therefore, the Project site will remain accessible to emergency vehicles during both Project construction and operations. The Project has been review by the EI Segundo Fire Department (ESFD) and teh ESFD has verified that adequate emergency vehicle access is provided. Additionally, evacuation plans and procedures are incorporated into building and site design per ESFD regulations. Therefore, given the nature and scope of the proposed improvements, Project implementation will not impair implementation of or physically interfere with the City's Emergency Operations Plan, evacuation plan, or site access by emergency personnel, and for that reason, impacts will be less than significant impact. (5) Cumulative Impacts. As concluded in the FEIR, the Project's potential impacts through accident conditions involving the release of hazardous materials will be reduced to less than significant levels with implementation of the recommended mitigation and compliance with applicable regulatory requirements. Therefore, the Project's incremental effects involving potential RECs and ACMs/LBPs in structures are not cumulatively considerable. Potential hazardous conditions adjacent to the Project site will be addressed in accordance with the respective applicable regulations, laws, programs, and policies. As a result, the Project will not be expected to contribute to new cumulative adverse impacts as a result of Project 5 58 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact implementation. With implementation of the specified mitigation measure, the Project will not result in cumulatively considerable impacts concerning hazards and hazardous materials. b) Finding: Based on the administrative record as a whole, the City Council finds that the Project will not result in significant impacts with respect to the handling, storage, and/or use of hazardous materials during project operations and will not result in cumulatively considerable impacts with respect to hazards and hazardous materials. Consequently, no mitigation is required. 4. Hvdroloav and Water Qualitv a) Facts/Effects: (1) Water Qualitv — Short -Term. The Project applicant will be required to prepare and implement a Storm Water Pollution Prevention Plan (SWPPP) pursuant to the California Construction General Permit (CGP). The SWPPP establishes procedures, including Best Management Practices (BMPs), to control common pollutants such as suspended soil in storm water runoff from leaving the Project area and negatively affecting downstream water bodies. The SWPPP will include an Erosion Control Plan and will identify appropriate BMPs to reduce potential degradation of storm water quality. Further, the Project will also be subject to ESMC Chapter 5-4-9 and will be subject to inspection by the City's Department of Public Works. With implementation of the NPDES and ESMC requirements, the Project's construction activities will have a less than significant impact on surface water quality and will not significantly impact the beneficial uses of receiving waters. Consequently, short-term water quality impacts will be less than significant. (2) Lona -Term Operations. As indicated in the FEIR, the Project will be required to install an underground storage system, which will reduce the unmitigated 25 -year flow rate of 18.19 cubic feet per second (cfs) to 6.0 cfs, reducing the discharge to below the existing condition of 7.80 cfs. To ensure that discharge rates with Project implementation remain below that of existing conditions, prior to issuance of a grading permit, the project applicant will be required to provide detailed calculations and design drawings demonstrating the detention/infiltration system adequately mitigates the 25 -year storm event. The percentage of impervious area for the Project site will increase from 11.7 percent to 37.0 percent. Although the Project would increase the 25 - year peak flow for the Project site beyond existing conditions, an underground infiltration/detention system will be constructed to detain the storm water so that the peak flow rate from the completed Project will not exceed the existing condition peak flow rate, consistent with reduced flow discharge and SUSMP storage requirements. With implementation of the underground storage system the 25 -year flow rate of 22.90 cfs will be reduced to 10.50 cfs, which will reduce the discharge to below the 10.72 cfs required. Thus, the peak flow rate from the completed Project site will 6 59 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact not exceed the existing condition peak flow rate and impacts would be less than significant in this regard. The Project will be required to implement post -construction controls in order to mitigate storm water pollution. Specifically, the MS4 Permit requires each permittee to implement a Planning and Land Development Program for all Redevelopment projects before issuance of a grading permit. The Project will be required to control pollutants, pollutant loads, and runoff volume from the site by minimizing the impervious surface area and controlling runoff from impervious surfaces through infiltration, bio - retention, and/or rainfall harvest and use. The proposed detention/infiltration system will be designed to allow the lower portion of the detention/infiltration system to provide the required storm water quality design volume (SWQDV) and the upper portion for detention to control the peak outflow. The SWQDV will infiltrate into the ground and the detention volume will ultimately discharge through the existing 48 -inch reinforced concrete pipe (RCP) to the regional retention basin and infiltrate into the ground within the retention basin. The re- contoured areas in the golf course will be covered with vegetation. The vegetation will function as vegetated buffers to slow down runoff velocity, allow sediment and pollutants to settle, and provide infiltration into the underlying soils. Prior to issuance of a grading permit, a SUSMP, or functional equivalent, must be prepared, including BMPs, in accordance with the latest EI Segundo SUSMP, or functional equivalent template. The proposed detention/infiltration system will be included in the Construction Drawings to mitigate impacts of changes in imperviousness, as identified in the Final Hydrology Study and LID. The LID identifies source control, site design, and treatment BMPs that will also be required as part of the Project. As part of the City's discretionary review process, the Project Applicant will also be required to prepare a Construction Level Hydrology and Hydraulics Study for review and approval by the Director of Public Works and Building Official, prior to issuance of a grading permit. The study will ensure that all drainage improvements and measures implemented for storm water quality control purposes meet local and county design requirements and standard engineering practices for the region, including those identified in the Los Angeles County Manual. Compliance with the NPDES and ESMC requirements will further ensure that potential impacts to long-term water quality will be less than significant. (3) Groundwater. With development of the site as proposed, the site's pervious area is expected to decrease from 24.02 acres to 17.15 acres with Project implementation, or by approximately 6.87 acres. Although the Project site is not located within a groundwater recharge area, existing pervious areas provide approximately 70,632 cubic feet (cf) of maximum available storm water for groundwater recharge. Development as proposed would reduce the maximum availability of storm water for groundwater recharge to approximately 50,422 cf, a reduction of 20,209 cf. As discussed in the FEIR, the proposed underground infiltration 7 60 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact system will provide a volume of 27,242 cf for the groundwater supply. For proposed impervious areas, storm water will be conveyed to a proposed underground detention/infiltration system. The proposed onsite detention/infiltration system will be designed to allow the lower portion of the detention/infiltration system to provide the required SWQDV, and the upper portion (for detention) to control the peak outflow. The proposed underground infiltration system will provide a volume of 27,242 cf for the groundwater supply. The SWQDV will infiltrate into the ground and the detention volume will ultimately discharge through the existing 48 -inch RCP to the regional retention basin, ultimately infiltrating the ground surface within the retention basin. Thus, the Project will not substantially interfere with groundwater recharge and impacts would be less than significant. Although, the City of EI Segundo maintains rights to 953 acre-feet of water per year from West Basin, the City does not use groundwater as a potable water source. Instead, the City leases its yearly water rights to the City of Manhattan Beach. According to the 2015 UWMP, the City does not anticipate using groundwater to meet future water demands due to water quality issues associated with seawater intrusion, and would only rely on purchased or imported water or recycled water to meet future demands. Therefore, the Project will not deplete groundwater supplies or substantially interfere with groundwater recharge such that there will be a net deficit in aquifer volume or a lowering of the local groundwater table level. Impacts will be less than significant in this regard. (4) Cumulative Impacts. Cumulative projects would have the potential to affect water quality at their respective sites during the construction phase and long-term operations. As concluded in the FEIR, Project development would result in increased potential for short- and long-term operational water quality impacts in the area. Therefore, the Project's incremental effects to water quality are cumulatively considerable. However, the Project together with all other past, present and probable future development projects (cumulative projects) are required to comply with the NPDES requirements and to implement a SWPPP with specific BMPs during construction activities. Additionally, the Project and cumulative projects must adhere to NPDES requirements and implement a SUSMP with specific BMPs for post -construction conditions. Each project would also be required to comply with existing water quality standards at the time of development review and include BMPs, as necessary. Therefore, with implementation of the NPDES and ESMC requirements, the combined cumulative short- and long-term impacts on surface water quality associated with the Project's incremental effects and those of the cumulative projects will be less than significant. Implementation of the cumulative projects would result in changes to drainage patterns and amounts of impervious surfaces on each respective development site. Higher flows resulting from cumulative development projects would contribute storm water flows to the local and regional drainage facilities, which would result in drainage and runoff impacts. Additionally, runoff from some of the cumulative projects could drain into the conveyance systems used by the Project. As concluded in the FEIR, 8 61 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact Project implementation will result in changes in impervious surfaces, however, proposed drainage improvements will ensure that proposed condition flows are equal to or less than existing runoff conditions. Therefore, the Project's incremental effects to drainage are not cumulatively considerable. Future development will be required to account for higher flows within the drainage area on a project -by -project basis. Each cumulative project would be required to submit individual analyses to their respective jurisdictions for review and approval prior to issuance of grading or building permits. Each analysis must indicate how peak flows generated from each related project will be accommodated by the existing and/or proposed storm drainage facilities. Therefore, the combined cumulative drainage and runoff impacts associated with the Project's incremental effects and those of the cumulative projects would be less than significant. As concluded in the FEIR, the Project will not deplete groundwater supplies, since the City does not use groundwater as a potable water source. Although the Project will reduce pervious area, the proposed detention/infiltration system would provide for groundwater recharge from Project site storm water. Therefore, Project implementation will not substantially interfere with groundwater recharge. The Project's incremental effects to groundwater supplies and recharge are not cumulatively considerable. Moreover, cumulative projects will not interfere with groundwater recharge, since they are not located within a groundwater recharge area. Although development of the cumulative projects could result in an overall increase in impervious surfaces, many of the projects involve redevelopment and not new development on vacant lands, particularly due to the urbanized nature of the City and its surroundings. Cumulative projects will not deplete groundwater supplies, as the City does not use groundwater as a potable water source. Therefore, cumulative impacts to groundwater supplies would be less than significant. b) Finding: Based on the administrative record as a whole, the City Council finds that the Project will not result in significant impacts with respect to short-term (construction) water quality, long-term operational, groundwater, and cumulative hydrology and water quality impacts. Consequently, no mitigation is required. 5. Land Use and Planning a) Facts/Effects: (1) SCAG's 2016 RTP/SCS Goals and Adopted Growth Forecasts. The Project will be consistent with SCAG's 2016 RTP/SCS Goals and growth forecasts, resulting in a less than significant impact in this regard. (2) EI Sequndo General Plan. Pursuant to California Law, The Lakes Specific Plan must be consistent with the EI Segundo General Plan. To ensure consistency between the proposed Specific Plan and the General Plan, the General Plan Land Use Element is being amended concurrently with the 9 62 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact adoption of the The Lakes Specific Plan. More specifically, the General Plan and General Plan Map are being amended via GPA 16-01 to change the land use designation for the 26.54 -acre Specific Plan area from "Parks" to "The Lakes Specific Plan." The Specific Plan will also establish a link between the General Plan implementing policies (i.e., strategies) and the development proposed. As demonstrated in the FEIR, the Project is compatible with, and will not frustrate, the goals and policies of the General Plan. Therefore, the Project is consistent with the General Plan and will result in a less than significant impact regarding potential conflict with the General Plan. All future development plans or agreements, and any other development approvals will be subject to compliance with The Lakes Specific Plan. Compliance with The Lakes Specific Plan will be verified through the City's established development review process. Because all future development within the Specific Plan area must comply with the Specific Plan, which complies with the General Plan, the development will necessarily comply with the General Plan. (3) EI Seaundo Municipal Code. To ensure consistency between the Specific Plan and the ESMC, the Project includes a Zone Change (No. ZC 16-01) and Zoning Map Change to rezone the 26.54 -acre proposed Specific Plan area as follows: 16.06 acres from "O -S Zone" to "The Lakes Specific Plan" (Public Recreation/Open Space [PR/OS]); and 10.49 acres from "O -S Zone" to "The Lakes Specific Plan" (Commercial Recreation/Open Space [CR/OS]). The City's Zoning Map and zoning text are being concurrently with the adoption of the The Lakes Specific Plan. The Zone Change will establish the Specific Plan area pursuant to the Specific Plan's proposed Land Use Plan. The Zone Text Amendment will amend ESMC §15-3-2, Specific Plan Zones, to add The Lakes Specific Plan and will establish the Specific Plan's purpose, development standards, design guidelines, and administrative provisions. All development within the Specific Plan area will be subject to compliance with the Specific Plan in order regulate and restrict the uses of lands and buildings; square footage, height and bulk of buildings; and, yards and other open spaces. Compliance with the Specific Plan will be verified through the City's established development review process. Because all future actions and improvements must comply with The Lakes Specific Plan, once approved, they will comply with the ESMC. The Project includes features that encourage and accommodate the use of transit, pedestrian, and bicycle commuting as alternatives to single occupant motor vehicle trips. The Project has been reviewed by the City for compliance with ESMC Chapter 15-16, and compliance will be verified before the City issues a Grading Permit. The Project has provided applicable TDM and trip reduction measures. Therefore, the Project will be in compliance with ESMC Chapter 15-16 requirements and a less than significant impact will result in this regard. 10 63 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact (4) Cumulative Impacts. As proposed, the cumulative projects considered would be evaluated on a project -by -project basis, as they are implemented within the City of EI Segundo and the other cities/communities. Each cumulative project would undergo a similar plan review process as the proposed Project to determine potential land use planning policy and regulation conflicts. Each cumulative project would be analyzed independently and within the context of their respective land use and regulatory settings. As part of the review process, each project would be required to demonstrate compliance with the provisions of the applicable land use designation(s) and zoning district(s). It is assumed that cumulative development would progress in accordance with the General Plan and municipal code of the respective jurisdictions. Each cumulative project would be analyzed to ensure that the goals, objectives, and policies of the respective general plans, and regulations and guidelines of the respective municipal codes are consistently upheld. Moreover, as concluded in the FEIR, the Project is consistent with the 2016 RTP/SCS goals and growth forecasts, and the EI Segundo General Plan and ESMC, and therefore, would not contribute cumulatively to a conflict with applicable land use plans, policies, or regulations when considered with other cumulative projects. For these reasons, the combined cumulative land use/planning impacts associated with the Project's incremental effects and those of the cumulative projects will be less than significant. b) Finding: Based on the administrative record as a whole, the City Council finds that the Project will not result in significant impacts, either individually or cumulatively, with respect to land use and planning. Consequently, no mitigation is required. 6. Noise a) Facts/Effects: (1) Vibration. Vibration velocities from typical heavy construction equipment operations that will be used during Project construction range from 0.003 to 0.644 inch -per -second PPV at 25 feet from the activity source. The structures located nearest any proposed construction activity area (e.g., the southern extent of Topgolf development site) involve a light industrial land use (West Basin Municipal Water District (WBMWD) Edward C. Little Water Recycling Facility (ECLWRF)) located approximately 75 feet to the south. Project -related ground -borne vibration will be generated primarily during site clearing and grading activities on-site and by off-site haul -truck travel. At 75 feet from the activity source, vibration velocities range from 0.001 to 0.124 inch -per -second PPV. Additionally, the closest sensitive receptor to the Project site (Oceanside Christian Fellowship) is located approximately 2,150 feet to the east and vibratory levels will be below the 0.2 inch -per -second PPV significance threshold at the nearest structure and sensitive receptors. Thus, vibration impacts associated with Project construction will be less than significant. (2) LonQ-Term Operational Noise. As indicated in the FEIR, the maximum traffic noise level increase caused by the Project will be 2.9 dBA and would 11 64 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact occur along the Project Site Access, east of Pacific Coast Highway (SR -1). Noise levels under future with Project conditions are expected to exceed the City's allowable maximum exterior noise standard of 65 dBA along three roadway segments. However , when compared to future without Project conditions, no increase in traffic noise levels would occur at these three segments under future with Project conditions. Therefore, as both significance criteria (increase of 3.0 dBA or more and exceedance of the City's 65 dBA noise standard) are not met, Project operational traffic volumes will not significantly contribute to existing traffic noise in the area. Project -related future traffic noise impacts along these roadway segments will be less than significant. (3) Lona -Term Stationary Noise. The nearest sensitive receptors that will be subject to noise generated from delivery trucks on the Project site are Oceanside Christian Fellowship Church (located approximately 2,150 feet to the east) and single-family residences (located approximately 2,325 feet to the southwest). At these distances, these receptors will be subject to noise levels of 42.3 dBA and 41.7 dBA, respectively. These projected noise levels are within the City's allowable exterior noise level thresholds (75 dBA for churches and 65 dBA for single-family residences). Additionally, noise from occasional truck deliveries currently exist on the Project site associated with the existing golf course facilities. As such, these sensitive receptors will not be directly exposed to excessive noise levels from delivery trucks associated with the Project. Impacts will be less than significant in this regard. Future uses within the Project area would use heating, ventilation, and air conditioning units (HVAC). HVAC systems typically result in noise levels that average between 40 and 50 dBA Leq at 50 feet from the equipment. As the nearest sensitive receptor (Oceanside Christian Fellowship) is located approximately 2,150 feet east of the Project site's eastern boundary, and are further from the closest potential location of the HVAC equipment, potential noise levels would be well below the City's limits of 75 dBA for churches. Further, the Metro Green Line railway and Raytheon Space and Airborne Systems are located between the Project site and the nearest sensitive receptor (Oceanside Christian Fellowship Church) located to the east. As such, the Green Line and Raytheon will buffer the Project's mechanical equipment from the church. Therefore, impacts will be less than significant in this regard. The facility will also include an approximately 3,000 square foot outdoor terrace on the third floor that provides entertainment involving live music from a band or disc jockey (DJ). All DJ's and bands will be required to connect to the facility's in-house sound system and speakers, allowing the ability to control the volume and other sound levels. All overhead speakers would be oriented inward and down to the facility's floors. Previous noise assessments conducted at Topgolf facilities provided measured sound levels resulting from typical weekend activities. The surveys consisted of both short and long-term sound level measurements collected at 17 locations in and around the Gilbert Topgolf facility. It was determined that predicted Topgolf noise levels ranged from 27 dBA to 47 dBA at the nearest sensitive receptors (interior of library and school classrooms and 12 65 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact residences located 400 to 580 feet away from the Gilbert Topgolf facility) and the Gilbert Topgolf Project -related increase (Project noise levels added to the existing baseline noise levels) in ambient noise levels would be zero dB. The nearest sensitive receptor (Oceanside Christian Fellowship) to the Project site is located approximately 2,150 feet east of the Project site's eastern boundary. Given that point sources of noise emissions are atmospherically attenuated by a factor of 6 dBA per doubling of distance, noise levels would be approximately 36 dBA at the Church. As the proposed Project is expected to result in similar noise impacts associated with the Gilbert Topgolf facility operations, a less than significant impact will occur in this regard. As under existing conditions, outdoor dining and weekly and monthly events, as well as occasional special events would continue to occur with implementation of the Project. Noise generated by groups of people (i.e., crowds) is dependent on several factors including vocal effort, impulsiveness, and the random orientation of the crowd members. Crowd noise is estimated at 60 dBA at one meter (3.28 feet) away for raised normal speaking. This noise level would have a +5 dBA adjustment for the impulsiveness of the noise source, and a -3 dBA adjustment for the random orientation of the crowd members. Therefore, crowd noise would be approximately 62 dBA at one meter from the source (i.e., the outdoor patio area and events). Noise has a decay rate due to distance attenuation, which is calculated based on the Inverse Square Law. Based upon the Inverse Square Law, sound levels decrease by 6 dBA for each doubling of distance from the source. As a result, crowd noise would be 56.0 dBA at 6.56 feet and 52.3 dBA at 10 feet. As the nearest receptors are approximately 3,000 feet to the southwest of the proposed outdoor patio, noise levels would be well below the City's noise standards, and/or the ambient noise levels in the area immediately surrounding the Project site of 66.3 dBA (along the south central portion of the Project site). Therefore, impacts will be less than significant in this regard. The project proposes to expand the existing surface parking areas to accommodate a total of 523 spaces. The closest sensitive receptors to the parking areas would be approximately 2,325 feet to the southwest. Additionally, parking lot noise currently exists at the Project site from current golf course and recreational uses. Further, commercial and manufacturing uses will be located between the parking areas and sensitive receptors. As the noise generated in the parking areas would be at a distance of approximately 2,325 feet from the closest sensitive receptors, noise associated with parking activities will not exceed the City's exterior standard of 65 dBA for single-family residential uses. As such, impacts will be less than significant in this regard. (4) Lonq-Term Cumulative Noise. Although related cumulative projects have been identified within the study area, the noise generated by stationary equipment on-site cannot be quantified given the conceptual nature of each development and since speculation would be involved. Each cumulative project would require separate discretionary approval and CEQA assessment, which would address potential noise impacts and identify necessary attenuation measures, where appropriate. The Project will not 13 66 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact result in stationary long-term equipment that would significantly affect surrounding sensitive receptors. Thus, the Project and identified cumulative projects are not anticipated to result in a significant cumulative impact. Less than significant impacts will occur in this regard. A significant impact would result only if both the combined and incremental effects criteria have been met for long-term cumulative mobile noise. Noise levels along EI Segundo Boulevard between SR -1 and Continental Boulevard roadways would range from 55.7 dBA to 69.7 dBA, which are within the City's land use compatibility criteria for the land uses along the roadways. Therefore, a significant impact regarding combined effects will not occur in this regard. The roadway segment along the Project Site Access, east of Pacific Coast Highway, is expected to have an incremental noise level increase of 2.9 dBA, which is over the 1.0 dBA criteria. However, the combined noise level increase would be 2.9, which is below 3.0 dBA threshold of perception. The resultant noise level is expected be 54.0 dBA, which is within the City's noise standard for land uses along this roadway segment. As also indicated in the FEIR, the resultant noise level for the roadway segment of Manhattan Boulevard (east of SR -1) is expected be 65.5 dBA, which exceeds the 65 dBA noise standard. However, there would be no incremental increase in vehicular noise levels along this segment and the 1.0 dBA criteria would not be exceeded. Additionally, the combined noise level increase would be 0.6 dBA, which is below the 3.0 dBA threshold of perception. Therefore, no significant mobile noise impacts will occur on study area roadway segments, as mobile noise levels will not exceed either the combined or incremental effects criteria, and will comply with the City's noise standards. b) Finding: Based on the administrative record as a whole, the City Council finds that the Project will not result in significant impacts with respect to vibration, long-term mobile noise, long-term stationary noise, and cumulative long-term noise impacts. Consequently, no mitigation is required. 7. Population and Housing a) Facts/Effects: (1) Displacement of Housing and/or People. No housing units currently exist on the Project site. Therefore, Project implementation will not displace housing or people, necessitating the construction of replacement housing elsewhere. b) Finding: Based on the administrative record as a whole, the City Council finds that the Project will not result in significant impacts, either individually or cumulatively, with respect to population and housing. Consequently, no mitigation is required. 14 67 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact 8. Public Services and Recreation a) Facts/Effects: (1) Fire, Police, Schools, and Parks/Recreation. The Project will create an increase in demand for fire and police protection services, as well as for schools and parks. Payment of the mitigation fees set forth in EI Segundo Municipal Code (ESMC) Chapter 15-57A will ensure that the Project result in less than significant impacts related to fire and police protection services. Project implementation will generate indirect student population growth in the Wiseburn School District (WSD). However, the Project will not warrant construction of new or physically altered school facilities. Therefore, the Project will not result in substantial environmental impacts in this regard. WSD charges developer fees for residential and commercial development for the purpose of funding the construction or reconstruction of school facilities. This mitigation fee will be imposed on the Project and will reduce potential impacts to a less than significant level. The proposed development includes replacing the existing driving range with a three-story approximately 67,170 gross square -foot Topgolf commercial recreation and entertainment facility. To accommodate the Topgolf facility, the proposed Project includes modifying the fairways and layouts of three holes at the existing golf course. The modified 9 -hole public golf course and associated clubhouse amenities will continue to operate. The 3.58 acre SCE easement will continue to be developed as the eastern portion of the nine -hole golf course. Additional modifications include installing new lighting and screening poles, and replacing existing net poles and driving range grass with high density fiber turf. Although the 26.54 Project site will provide both public recreation and commercial recreation facilities, it will continue to contribute to the City's overall open space and recreational facilities acreage of 213.46 acres, as the City considers both public and private space to meet its parkland to population requirements. Project implementation will not involve residential development, thus, would not induce substantial population growth through new residential development. Therefore, the Project will not generate a significant demand for park facilities or increase the use of existing recreational facilities through new residential development. The Project will continue to provide a 9 -hole public golf course, as well as a commercial recreation and entertainment facility. Moreover, in compliance with ESMC Chapter 15- 27A, mitigation fees will be imposed which would minimize, to the greatest extent practicable, the new development's impact on the City's existing parks and recreational facilities. ESMC Chapter 15-27A fees will be imposed by the City to finance public facilities attributable to new development, including parks/open space and recreation facilities and public use (community centers) facilities. Therefore, the Project will not result in substantial adverse physical impacts associated with the need for new or physically altered park or recreational facilities. 15 68 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact (2) Cumulative Impacts. The Project will result in increased demands on the City's fire and police protection services, and parks/recreational services and facilities. However, the Project is subject to compliance with ESMC Chapter 15-27A through which the City imposes development impact fees to finance public facilities attributable to new development, including fire suppression and law enforcement facilities, vehicles, and equipment, and parks/open space and recreation facilities and public use (community centers) facilities. Therefore, because the Project is required to pay ESMC Chapter 15-27A mitigation fees, which are designed to alleviate cumulative impacts to the City, the Project's incremental effects to fire and police protection services, and parks/recreational services and facilities are not cumulatively considerable. Further, although cumulative development would similarly result in increased demands on existing fire and police protection services, and parks/recreational services and facilities, each cumulative project would be reviewed on a case-by-case basis by various City departments for compliance with minimum standards. Additionally, each cumulative project would be subject to compliance with ESMC Chapter 15-27A and payment of development impact fees to finance public facilities attributable to the new development, including fire suppression and law enforcement facilities, vehicles, and equipment, and parks/open space and recreation facilities and public use (community centers) facilities. Such fees would minimize, to the greatest extent practicable, the cumulative development's impact on the EI Segundo's public services and public facilities. Thus, cumulative development projects would pay their fair share of the costs of providing such public services and public facilities. Therefore, the combined cumulative impacts to fire and police protection services, and parks/recreational services and facilities associated with the Project's incremental effects and those of the cumulative projects would be less than significant. The Project could indirectly generate student population growth in the WSD. However, the Project is subject to compliance with Education Code §§ 17620, et seq., which allows school districts to collect impact fees from developers of new commercial/industrial building space. Therefore, because the Project is required to pay developer impacts fees, which are deemed to be full mitigation, the Project's incremental effects to school facilities are not cumulatively considerable. Further, although cumulative development would similarly generate student population growth in the WSD, each cumulative Project would be subject to compliance with Education Code § 17620 and payment of development impact fees to school districts. Therefore, the combined cumulative impacts to school districts associated with the Project's incremental effects and those of the cumulative projects would be less than significant. b) Finding: Based on the administrative record as a whole, the City Council finds that the Project will not result in significant impacts, either individually or cumulatively, with respect to public services and parks/recreation. Consequently, no mitigation is required. 16 69 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact 9. Transportation and Traffic a) Facts/Effects: (1) Intersection Level of Service (including Cumulative impacts). Forecast Near -Term With Project Conditions With the addition of Project -generated trips, the study intersections are forecast to continue to operate at an acceptable LOS (LOS D or better) according to agency performance criteria for forecast near-term with Project conditions, except the following: • Intersection 16 - Douglas Road/EI Segundo Boulevard (weekday PM peak hour only); • Intersection 17 - Aviation Boulevard/EI Segundo Boulevard (weekday PM peak hour only); • Intersection 18 - Isis Avenue/EI Segundo Boulevard (weekday PM peak hour only); and • Intersection 21 - La Cienega Boulevard/EI Segundo Boulevard (weekday PM peak hour only). As demonstrated in the FEIR, the addition of Project -generated trips will not result in a significant traffic impact at the Local Agency study intersections based on agency -established thresholds of significance for forecast near-term with Project conditions. Therefore, no mitigation is required. With the addition of Project -generated trips, the State Highway study intersections are forecast to continue to operate at an acceptable LOS (LOS C or better) according to Caltrans performance criteria for forecast near-term with Project conditions with the exception of the following study intersections: • Intersection 1 - Pacific Coast Highway (SR-1)/EI Segundo Boulevard (weekday PM peak hour only); • Intersection 4 - Pacific Coast Highway (SR-1)/Rosecrans Avenue (weekday PM peak hour only); • Intersection 7 - Pacific Coast Highway (SR-1)/Marine Way (weekday PM peak hour only); and • Intersection 9 - Pacific Coast Highway (SR -1 )/Manhattan Beach Boulevard (weekday PM peak hour only). As demonstrated in the FEIR, based on agency -established thresholds of significance, the Project will not result in a significant traffic impact on any State Highway study intersections for the forecast near-term with Project conditions. Therefore, no mitigation is required. 17 70 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact Forecast Long -Range (Cumulative) Without Project Conditions With the addition of Project -generated trips, the Local Agency study intersections are forecast to continue to operate at an acceptable LOS (LOS D or better) according to agency performance criteria for forecast long-range with Project conditions with the exception of the following study intersections: • Intersection 15 - Nash Street/EI Segundo Boulevard (weekday PM peak hour only); • Intersection 16 - Douglas Road/EI Segundo Boulevard (weekday PM peak hour only; • Intersection 17 - Aviation Boulevard/EI Segundo Boulevard (weekday PM peak hour only; • Intersection 18 - Isis Avenue/EI Segundo Boulevard (weekday PM peak hour only; and • Intersection 21 - La Cienega Boulevard/EI Segundo Boulevard (weekday PM peak hour only. With the addition of Project -generated trips, the State Highway study intersections are forecast to continue to operate at an acceptable LOS (LOS C or better) according to Caltrans performance criteria for forecast long-range with Project conditions, except the following: • Intersection 1 - Pacific Coast Highway (SR-1)/EI Segundo Boulevard (both weekday PM peak hour and weekend mid-day peak hour); • Intersection 4 - Pacific Coast Highway (SR-1)/Rosecrans Avenue (both weekday PM peak hour and weekend mid-day peak hour); • Intersection 5 - Pacific Coast Highway (SR-1)/33rd Street (both weekday PM peak hour and weekend mid-day peak hour); • Intersection 6 - Pacific Coast Highway (SR-1)/30th Street (weekday PM peak hour only); • Intersection 7 - Pacific Coast Highway (SR-1)/Marine Way (both weekday PM peak hour and weekend mid-day peak hour); • Intersection 9 - Pacific Coast Highway (SR -1 )/Manhattan Beach Boulevard (both weekday PM peak hour and weekend mid-day peak hour); • Intersection 13 - Pacific Coast Highway (SR-1)/Artesia Boulevard (both weekday PM peak hour and weekend mid-day peak hour); • Intersection 19 - 1-405 Southbound Ramps/EI Segundo Boulevard (weekday PM peak hour only); and • Intersection 22 - 1-405 Northbound Ramps/EI Segundo Boulevard (weekday PM peak hour only. As demonstrated in the FEIR, based on the thresholds of significance, the Project is forecast to result in no significant traffic impacts at the State Highway study intersections forforecast long-range with Project conditions. 18 71 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact (2) Compliance with Conqestion Manaqement Proqram (CMP) Forecast Near -Term With Project Conditions With the addition of Project -generated trips, the CMP study intersections are forecast to operate at an acceptable LOS (LOS F) according to CMP performance criteria for forecast near-term with Project conditions, except the following: • Intersection 1 - Pacific Coast Highway (SR -1) / EI Segundo Boulevard (weekday PM peak hour only); and • Intersection 4 - Pacific Coast Highway (SR -1) / Rosecrans Avenue (weekday PM peak hour only). As demonstrated in the FEIR, based on CMP thresholds of significance, the addition of Project -generated trips is forecast to result in no significant impact at the CMP study intersections for forecast near-term with Project conditions. Therefore, no mitigation is required. Forecast Long -Range With Project Conditions The CMP study intersections are forecast to continue to operate at an acceptable LOS (LOS F) according to CMP performance criteria for forecast long-range without Project conditions, except the following: Intersection 1 - (Pacific Coast Highway (SR-1)/EI Segundo Boulevard, CMP) weekday p.m. and weekend mid-day peak hours; Intersection 4 - (Pacific Coast Highway (SR-1)/Rosecrans Avenue, CMP) weekday p.m. and weekend mid-day peak hours; and Intersection 13 - (Pacific Coast Highway (SR-1)/Artesia Boulevard, CMP) weekday p.m. and weekend mid-day peak hours. As demonstrated in the FEIR, based on CMP thresholds of significance, the addition of Project -generated trips is forecast to result in no significant impact at the CMP study intersections for forecast long-range with Project conditions. Therefore, no mitigation is required. (3) CMP Transit Impacts. Project implementation will increase the demand for public transit use in the Project vicinity. Based on the CMP guidelines, and the proximity of the various Project land uses in relation to available transit in the vicinity, the Project is forecast to generate approximately two weekday AM peak hour transit trips, approximately 12 weekday PM peak hour transit trips, and approximately 110 weekday daily transit trips. Further, the Project is forecast to generate approximately nine weekend mid-day peak hour transit trips, and approximately 185 weekend mid-day daily transit trips. As the Project transit trips can be accommodated by existing transit service in the Project vicinity, no significant CMP transit impacts are expected to occur. 19 72 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact (4) Cumulative Impacts. The forecast long-range without Project traffic volumes are derived by adding trips associated with 93 cumulative projects expected to be constructed and generating trips by Project buildout. As demonstrated in the FEIR, the Project will not result in a significant impact at study intersections for forecast long-range with Project buildout conditions. Therefore, the combined cumulative traffic and circulation impacts associated with the Project's incremental effects and those of the cumulative projects will be less than significant for the identified intersections. Notwithstanding, all cumulative projects would be evaluated on a project - by -project basis as they are implemented within the City of EI Segundo and the other cities/communities. Each cumulative project would undergo a similar plan review process as the proposed Project, to determine whether preparation of a Traffic Impact Analysis is warranted, and the potential traffic and circulation impacts. Each cumulative project would be analyzed within the context of their respective traffic study areas. b) Finding: Based on the administrative record as a whole, the City Council finds that the Project will not result in significant impacts, either individually or cumulatively, with respect to transportation/traffic, and CMP facilities and CMP transit. Consequently, no mitigation is required. 10. Utilities and Service Svstems a) Facts/Effects: (1) Wastewater Treatment Reauirements. Project implementation will not alter the Joint Water Pollution Control Plant's (JWPCP's) design capacities or cause the plant (i.e., discharger) to violate the effluent limitations, receiving water limitations, or standard provisions. Development associated with Project will be required to comply with NPDES requirements for any uses that plan to discharge wastewater to the City's sewage system, which ultimately flows to the JWPCP. Additionally, Project implementation will not require increases in the JWPCP's design capacities. Therefore, Project implementation will not cause the Los Angeles Regional Water Quality Control Board (LARWQCB) wastewater treatment requirements to be exceeded and a less than significant impact will occur in this regard. (2) Water Supplies and Facilities. The West Basin Municipal Water District (WBMWD) 2015 Urban Water Management Plan (UWMP) considers population projections through the year 2040 based on land uses anticipated by the General Plan. Although the Project includes amendments to the General Plan with adoption of The Lakes Specific Plan, the Topgolf development will be developed at a floor area ratio (FAR) of 0.147, which is less than the development anticipated by the General Plan. Thus, the proposed development potential is accounted for in WBMWD's 2015 UWMP. According to the WBMWD 2015 UWMP, although WBMWD's service area population is projected to increase, the overall baseline potable demand is expected to decrease given further water use efficiency and recycled water program implementation. Further, WBMWD 20 73 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact does not anticipate any shortages and would be able to provide reliable water supplies under normal, single -dry year, and multiple -dry year conditions. Any shortfall in supplies would be met through imported water so long as MWD manages its supply and demand balance through its Water Surplus and Drought Management Plan (WSDM) and Water Supply Allocation Plan (WSAP). Therefore, there will be sufficient water supplies available to serve the Project from existing entitlement and resources, and no new or expanded entitlement would be needed. A less than significant impact will occur in this regard. The Project site is currently served by existing water lines. Due to proposed grading for the Project, some portions of the existing eight -inch water line may require reconstruction to maintain proper depth of the pipe. Two new PVC water laterals would connect the existing 8 inch ductile iron water line to the proposed development to supply water and fire water. The water facilities' environmental impacts would occur within the Project site boundaries and would be less than significant. Water for fire suppression is provided by on-site building sprinklers and from two off-site fire hydrants located on Pacific Coast Highway. Fire flows for the proposed development will be subject to County of Los Angeles Fire Department Land Development Unit Standards. Therefore, impacts in regard to fire flows will be less than significant. Increased demand for recycled water beyond existing conditions is not anticipated. The Topgolf facility will replace the natural grass at the existing driving range with synthetic turf, thereby reducing the demand for recycled/reclaimed water. Reclaimed water service is anticipated to be provided through the existing point of connection on Hughes Way. Thus, expansion of facilities is not anticipated. A less than significant impact will occur in regard to demand and/or expansion of recycled water facilities. (3) Wastewater Facilities and Treatment. The Project will construct two new laterals to serve the proposed development. As detailed in the FEIR, the wastewater facilities' environmental impacts will occur within the Project site boundaries and will be less than significant. According to the Districts, the Project's projected increase in average daily wastewater generation beyond existing conditions is estimated at 7,705 gallons per day (gpd), which will be served by the Districts' existing 24 -inch diameter trunk sewer. The increase in wastewater generated by the Project (approximately 7,705 gpd) represents approximately 0.0004 percent of the remaining Districts' capacity. Thus, the proposed development will not exceed the available capacity at the JWPCP. Therefore, adequate capacity exists to serve the Project's projected demand and Project implementation will not require increases to the Districts truck sewer or in the JWPCP's design capacities. Project implementation will not require or result in the construction of new wastewater facilities or expansion of existing facilities beyond the construction of the new sewer laterals located onsite. A less than significant impact will occur in this regard. 21 74 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact (4) Solid Waste. The Project will be served by a landfill with sufficient permitted capacity to accommodate the Project's solid waste disposal needs. Further, the Project will be required to comply with the City's Source Reduction and Recycling Element (SRRE) for diverting solid waste. Some of the source reduction programs that will be available to the commercial uses are: Commercial On -Site Greenwaste Pick -Up; Electronic Waste; Commercial On-site Pick -Up; and Business Waste Reduction Program. Compliance with the SRRE will reduce the volume of solid waste ultimately disposed of at a landfill. Additionally, compliance with the SRRE will be in furtherance of meeting the City's disposal rate targets and exceeding AB 939's 50 percent diversion requirement. Continued compliance with the SRRE will ensure that the Project will comply with the statutes and regulations related to solid waste. Therefore, the Project will not conflict with federal, state, or local statutes and regulations related to solid waste, and a less than significant impact will occur in this regard. (5) Dry Utilities. The Project will involve minor improvements, including a new underground utility conduit system, new gas line, and connections for the telecommunications systems. Proposed improvements to dry utilities are minor and will not cause significant environmental effects. Thus, a less than significant impact will occur in this regard. (6) Cumulative Impacts. The Project and cumulative projects would increase demand for water associated with new development. As with the Project, all future cumulative development would undergo environmental review on a project -by -project basis in order to evaluate potential impacts to the local water system and ensure compliance with the established regulatory framework. Cumulative impacts to the local water system within the City of EI Segundo would be mitigated on a project -by -project basis. WBMWD does not anticipate any shortages in water supply associated with the Project and will be able to provide reliable water supplies under normal, single -dry year, and multiple -dry year conditions. Therefore, Project implementation will not result in cumulatively considerable impacts to the water system. The Project and cumulative projects will result in increased demands on the local sewer system. As with the Project, all future cumulative development would undergo environmental review on a project -by -project basis, in order to evaluate potential impacts to the local wastewater system and ensure compliance with the established regulatory framework. Cumulative impacts to the local water system within the City of EI Segundo would be mitigated on a project -by -project basis. Construction of new sewer facilities associated with the Project will not result in a significant environmental effect. Further, it was determined based on existing capacity, that the Districts' local trunk sewer and the JWPCP treatment facility will have capacity to serve the Project. The Project will also be responsible for paying a fee to the Districts in an amount sufficient to construct an incremental expansion of the sewerage system to accommodate the Project. Payment of the fees will ensure adequate capacity to serve the development being proposed at that time. Therefore, project implementation will not result in cumulatively considerable impacts to the sewer system. 22 75 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact The cumulative projects involve new developments, which would increase solid waste generation, impacting capacities of the landfills receiving their wastes. The Project will similarly increase solid waste generation and impact capacities at landfills. Therefore, the Project's incremental effects to landfill capacities are cumulatively considerable. However, compliance with the EI Segundo and respective cities' SRREs will reduce the volume of solid waste ultimately disposed of at a landfill. Additionally, compliance with the SRRE will be in furtherance of meeting each jurisdiction's disposal rate targets and exceeding AB 939's 50 percent diversion requirement. Therefore, the combined cumulative impacts to landfill capacities associated with the Project's incremental effects and those of the cumulative projects will be less than significant. The dry utilities would not provide service to the Project (or any new development), if there were not adequate supplies and infrastructure to maintain existing service levels and meet the anticipated demands of the specific development requesting service. Therefore, the Project's incremental effects to dry utilities are not cumulatively considerable. b) Finding: Based on the administrative record as a whole, the City Council finds that the Project will not result in significant impacts with respect to wastewater facilities and treatment, water supplies and facilities, solid waste, dry utilities, or cumulative impacts to public utilities and service systems. Consequently, no mitigation is required. D. Impacts Identified as Potentially Significant in the Initial Studv But Which Can Be Reduced to Less -Than -Significant Levels with Mitigation Measures. Based on the evidence in the record as a whole, the City Council finds that the implementation of specified mitigation measures will ensure that the Project will have less than significant environmental effects in the following areas: 1. Air Qualitv a) Facts/Effects: (1) Air Qualitv Standards — Short -Term. Temporary impacts could result from Project construction activities. Short-term air emissions would result from particulate (fugitive dust) emissions from grading and building construction and exhaust emissions from the construction equipment and the motor vehicles of the construction crew. Maximum particulate matter emissions will occur during the initial stages of construction, when grading activities will occur. Mitigation Measure AQ -1 requires that construction activities comply with SCAQMD Rule 403, such that excessive fugitive dust emissions shall be controlled by regular watering or other dust prevention measures. In addition, SCAQMD Rule 402 is required for implementation of dust suppression techniques to prevent fugitive dust from creating a nuisance off-site and after implementation will reduce short-term fugitive dust impacts on nearby sensitive receptors. With adherence to Mitigation 23 76 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact Measure AQ -1, and other dust control techniques, the maximum mitigated particulate matter concentration will not exceed SCAQMD thresholds. Further, ROG emissions and construction equipment and worker vehicle exhaust emissions will not exceed the emissions thresholds. A less than significant impact will occur in this regard. The Project is not located in an area where naturally occurring asbestos (NOA) is likely to be present. Therefore impacts will be less than significant. In accordance with the SCAQMD Guidelines, CaIEEMod was utilized to model construction emissions for ROG, NOX, CO, SOX, PM10, and PM2.5. Unmitigated construction -related emissions are not expected to exceed SCAQMD construction thresholds, thus, emissions from construction - related activities will be less than significant. Implementation of Mitigation Measure AQ -1 is recommended to further lessen construction -related impacts by requiring measures to reduce air pollutant emissions from construction activities. Additionally, compliance with standard regulations and SCAQMD rules are included in these mitigation measures in order to ensure compliance and provide a verification method through the CEQA process (i.e., the Mitigation Monitoring Program). Therefore, construction emissions will be at less than significant levels. (2) Air Qualitv Management Plan. The determination of 2012 AQMP consistency is primarily concerned with a project's long-term influence on the Basin's air quality. The Project will not result in a long-term impact on the region's ability to meet State and Federal air quality standards. Also, the Project will be consistent with the AQMP's goals and policies for control of fugitive dust. As discussed in the FEIR, the Project's long-term influence will also be consistent with the SCAQMD and SCAG's goals and policies and is, therefore, considered consistent with the 2012 AQMP. The Project will be required to comply with applicable emission reduction measures identified by the SCAQMD. These measures have been included as Mitigation Measure AQ -1. The Project thus meets this AQMP consistency criterion. Impacts associated with compliance with the 2012 AQMP will be less than significant. (3) Cumulative Short -Term Construction Air Emissions. Of the cumulative projects that have been identified within the Project study area, there are a number of related projects that have not been built or are currently under construction. Since the Project Applicant has no control over the timing or sequencing of the related projects, any quantitative analysis to ascertain the daily construction emissions that assumes multiple, concurrent construction would be speculative. The Project is required to comply with SCAQMD Rule 403 requirements and implement all feasible mitigation measures. In addition, the Project will comply with adopted 2012 AQMP emissions control measures. Per SCAQMD rules and mandates, as well as the CEQA requirement that significant impacts be mitigated to the extent feasible, these same requirements (i.e., Rule 403 compliance, the implementation of all feasible mitigation measures, and compliance with adopted 2012 AQMP emissions control measures) will also be imposed on construction projects throughout the Basin, which will include each of the related cumulative projects. 24 77 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact Compliance with SCAQMD rules and regulations and Mitigation Measure AQ -1 will reduce construction -related impacts to a less than significant level during construction. Thus, it can be reasonably inferred that the Project - related construction activities, in combination with those from other projects in the area, will not significantly deteriorate the local air quality. Cumulative construction -related impacts will be less than significant. (4) Cumulative Consistencv with Regional Plans. The City of EI Segundo is subject to the SCAQMD's 2012 AQMP. Additionally, the City is located within the Los Angeles County subregion of the SCAG RTP/SCS, which governs population growth. The General Plan is consistent with the RTP/SCS, and since the RTP/SCS is consistent with the 2012 AQMP, growth under the General Plan is consistent with the 2012 AQMP. In addition, as Project operational emissions will not exceed SCAQMD thresholds, the Project will not conflict or obstruct the 2012 AQMP. As such, the Project will not cumulatively contribute to impacts in this regard, and a less than significant impact will occur. It is noted that all applicable construction emission reduction measures will be required for the Project to ensure impacts are minimized (refer to Mitigation Measure AQ -1). b) Mitigation: AQ -1 In accordance with SCAQMD Rule 403, excessive fugitive dust emissions must be controlled by regular watering or other dust prevention measures, and with Rule 402, which requires implementation of dust suppression techniques to prevent fugitive dust from creating a nuisance off-site as specified in the SCAQMD's Rules and Regulations, the following shall be implemented during construction: a. All active portions of the construction site must be watered every three hours during daily construction activities and when dust is observed migrating from the Project site to prevent excessive amounts of dust. b. Appoint a construction relations officer to act as a community liaison concerning on-site construction activity including resolution of issues related to particulate matter generation. c. Pave or apply water every three hours during daily construction activities or apply non-toxic soil stabilizers on all unpaved access roads, parking areas, and staging areas. More frequent watering must occur if dust is observed migrating from the site during site disturbance. d. Any on-site stockpiles of debris, dirt, or other dusty material must be enclosed, covered, watered twice daily, or non-toxic soil binders shall be applied. e. All grading and excavation operations must be suspended when wind speeds exceed 25 miles per hour. f. Disturbed areas must be replaced with ground cover or paved immediately after construction is completed in the affected area. g. Track -out devices such as gravel bed track -out aprons (3 inches deep, 25 feet long, 12 feet wide per lane and edged by rock 25 78 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact berm or row of stakes) are required to reduce mud/dirt trackout from unpaved truck exit routes. Alternatively a wheel washer must be used at truck exit routes. On-site vehicle speed must be limited to 15 miles per hour. All material transported off-site must be either sufficiently watered or securely covered to prevent excessive amounts of dust before departing the job site. Reroute construction trucks away from congested streets or sensitive receptor areas. c) Finding: Based on the evidence in the record as a whole, the City Council finds that the identified mitigation measures, together with the Project's conditions of approval, will avoid or decrease to a level of insignificance the potential air quality impacts as identified in the FEIR. 2. Hazards and Hazardous Materials. a) Facts/Effects: (1) Construction -Related Accidental Release of Hazardous Materials. The completed Phase II ESA addressed the identified Recognized Environmental Conditions (RECs) and no concerns that would warrant further assessment or action were identified. Based on this data no further assessment of the site was recommended. Therefore, short-term construction activities will not create a significant hazard to the public or environment through accident conditions involving the release of hazardous materials associated with these known RECs. There is the potential for asbestos -containing materials (ACMs) or lead- based paints (LBPs) due to the ages of the structures and the time period which ACMs and LBPs were phased out of building materials. Demolition of onsite structures could expose construction personnel and the public to ACMs or LBPs are present. All demolition that could result in the release of ACMs or LBPs must be conducted according to Federal and State standards. With implementation of Mitigation Measure HAZ-1, and compliance with applicable federal, State, and local regulatory requirements, potential impacts through accident conditions involving the release of hazardous materials (ACMs/LBPs) will be reduced to less than significant levels. Other means by which accidental spills could result during construction of future development involve the use of construction equipment that may result in petroleum-based fuel spills. The level of risk associated with this type of spill is not considered significant due to the small volume and low concentration of hazardous materials utilized during construction. Standard construction practices will be observed such that any materials released would be appropriately contained and remediated as required by local, State, and Federal law. Project impacts in this regard will be less than significant. 26 79 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact b) Mitigation: HAZ-1 Before a Demolition Permit is issued, an environmental professional with Phase II/site characterization experience must conduct an inspection of existing onsite structures. The inspection must determine whether or not testing is required to confirm the presence or absence of hazardous substances in building materials (e.g., sinks, drains, piping, flooring, walls, ceiling tiles). Should testing be required and results determine that hazardous substances are present in onsite building materials, the Phase II/site characterization specialist must determine appropriate prevention/remediation measures that are required and/or the methods for proper disposal of hazardous waste at an approved landfill facility, if required. c) Finding: Based on the evidence in the record as a whole, the City Council finds that the identified mitigation measures, together with the Project's conditions of approval, will avoid or decrease to a level of insignificance the potential hazards and hazardous materials impacts identified in the FEIR. 3. Noise a) Facts/Effects: (1) Short -Term Construction Noise Impacts. Project -related grading and construction activities could generate significant amounts of noise and vibration. Project construction activities could expose sensitive receptors in the surrounding area to sporadic high noise and vibration levels (as a result of power tools, jack -hammers, truck noise, etc.). The sensitive receptors located nearest the Project site are the Christian Fellowship Church (including a child day care facility) located approximately 2,150 feet to the east, and the single-family residences located approximately 2,325 to the southwest. Given these distances and the noise attenuation achieved with each doubling of distance (approximately 6 dB), Project construction noise will be approximately 63.3 dBA and 62.7 dBA at the Church and residences property lines, respectively. It is noted that these noise levels do not account for additional attenuation that will occur from intervening topography or structures. Project construction noise will not interfere with normal activities at these offsite sensitive receptors and will not exceed the City's noise standard for residential properties (five (5) dBA above the ambient noise level or 65 dBA). Therefore, Project grading and construction will not result in significant temporary noise levels at nearby noise sensitive receptors and a less than significant impact would occur in this regard. Implementation of Mitigation Measure N-1 will further minimize potential construction noise levels by requiring preparation of a Construction Noise Management Plan that includes limiting construction to the less noise sensitive periods of the day (i.e., between the hours of 7:00 AM and 6:00 PM per ESMC §7-2-10) and ensuring that proper operating procedures are followed during construction so that nearby sensitive 27 80 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact receptors are not adversely affected by noise and vibration (i.e., pursuant to the standards set forth in ESMC §7-2-4). Therefore, following compliance with the ESMC and implementation of Mitigation Measure N-1, Project construction noise impacts will be less than significant. (2) Short -Term Cumulative Noise Impacts. Construction activities associated with the Project and cumulative projects may overlap, resulting in construction noise in the area. However, as analyzed in the FEIR, construction noise impacts primarily affect the areas immediately adjacent to the construction site. Construction noise for the proposed Project was determined to be less than significant following compliance with the ESMC and Mitigation Measure N-1. The closest cumulative project is the EI Segundo South Campus Specific Plan (ESSCSP) within Raytheon that involves office, retail, warehouse, light industrial uses located directly east of the Project site. Future development within the ESSCSP area would be subject to City standards and in accordance with a Construction Noise Management Plan, which limits construction to the less noise sensitive periods of the day and ensuring proper operating procedures during construction, which would reduce construction noise impacts to a less than significant level. Therefore, this cumulative project combined with the Project will result in less than significant construction -related cumulative noise impacts. b) Mitiaation: N-1 Before the City issues grading permits, the Project Applicant must demonstrate, to the satisfaction of the Director of Public Works that the Project complies with the following: • All construction equipment must be equipped with mufflers and sound control devices (e.g., intake silencers and noise shrouds) no less effective than those provided on the original equipment and no equipment shall have an un -muffled exhaust. • The contractor must maintain and tune-up all construction equipment to minimize noise emissions. • Stationary equipment must be placed so as to maintain the greatest possible distance to the sensitive receptors. • All equipment servicing must be performed so as to maintain the greatest possible distance to the sensitive receptors. • Impact tools (e.g., jack hammers, pavement breakers, and rock drills) used for project construction are required to be hydraulically or electronically powered wherever possible to avoid noise associated with compressed air exhaust from pneumatically powered tools. However, where use of pneumatic tools is unavoidable, an exhaust muffler must be used; this muffler can lower noise levels from the exhaust by up to about 10 dBA. External jackets on the tools themselves must be used where feasible, and this could achieve a reduction of 5 dBA. Quieter procedures must be used, such as drills rather than impact equipment, whenever feasible. 28 81 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact A qualified "Noise Disturbance Coordinator" will be retained amongst the construction crew to be responsible for responding to any local complaints about construction noise. When a complaint is received, the Disturbance Coordinator shall notify the City within 24 hours of the complaint and determine the cause of the noise complaint (e.g., starting too early, malfunctioning muffler, etc.) and implement reasonable measures to resolve the compliant, as deemed acceptable by the Director of Planning and Building Safety. Select demolition methods to minimize vibration, where possible (e.g., sawing masonry into sections rather than demolishing it by pavement breakers). c. Finding: Based on the evidence in the record as a whole, the City Council finds that the identified mitigation measures, together with the Project's conditions of approval, will avoid or decrease to a level of insignificance the potential short-term construction and short-term cumulative construction noise effects. E. Siqnificant Unavoidable Effects that Cannot be Mitiqated to a Level of Insiqnificance. The City Council finds that no environmental effects were identified as Significant and Unavoidable in the FEIR. F. Growth Inducinq Impacts. Based on the whole of the administrative record, the City Council finds that the Project will not result in significant growth inducing impacts. G. Proiect Alternatives. 1. Alternatives Considered but Reiected In accordance with CEQA Guidelines § 15126.6(c), an EIR should identify any alternatives that were considered for analysis but rejected as infeasible and briefly explain the reasons for their rejection. According to the CEQA Guidelines, among the factors that may be used to eliminate alternatives from detailed consideration are the alternative's failures to meet most of the basic project objectives, the alternative's infeasibility, or the alternative's inability to avoid significant environmental impacts. Two alternatives were considered but rejected, as discussed below. Alternative Site Alternative. Among the factors that may be taken into account when addressing the feasibility of alternatives are site suitability and whether the proponent can reasonably acquire, control, or otherwise have access to the alternative site (or the site is already owned by the proponent). Only locations that would avoid or substantially lessen any of the Project's significant effects need be considered for inclusion. The Applicant does not retain any ownership rights to other properties within the City limits and there are no other infill sites available that are adequately sized and environmentally compatible. 29 82 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact No Tonciolf Facility/18-Hole Golf Course Alternative. The Lakes at EI Segundo, including the nine -hole executive golf course, practice facility with driving range containing 57 hitting bays and a putting green, a club house and associated facilities, and water features, encompasses approximately 30 acres. This Alternative involves expanding the existing golf course from nine to 18 holes and retaining the associated facilities. This Alternative excludes the proposed Specific Plan and Topgolf facility. According to the Golfsmith, the sizes of 18 -hole golf courses vary, although the distance hole to hole is generally between 5,000 and 7,000 yards. In order to accommodate the rough, fairways, tee areas, clubhouse, driving range, and practice greens, most golf courses encompass between 110 to 190 acres. Concerning urban courses, the Golf Course Superintendent Association of America reported that an 18 - hole golf facility, which includes bodies of water, hard structures and out -of -play areas, averages between 150 and 200 acres. Typically, urban golf courses are approximately 110 to 120 acres, while resort area courses are approximately 170 to 190 acres. The 18 -Hole Golf Course Alternative was eliminated from detailed consideration, since the approximately 30 -acre Project site is not large enough to accommodate an 18 -hole golf course, which requires approximately 110 acres. Additionally, although the degree of environmental impacts associated with this Alternative would likely be less than with the Project, this Alternative would require mitigation similar to the Project to ensure impacts remain less than significant. Therefore, this Alternative would not avoid the Project's environmental impacts. Finally, this Alternative was eliminated from detailed consideration, since it failed to meet the Project's most basic objective to provide for superior, more comprehensive site planning of The Lakes Specific Plan area and development standards that address the needs of the site's unique public recreation and commercial recreation uses. This Alternative would likely create additional revenue opportunities for the City, however, to a lesser degree than the Project. Finally, this Alternative would not reduce the City's deferred maintenance exposure. 2. No Proiect Alternative a) Description: The 30.79 -acre site is generally triangular shaped and level (encompasses Assessor Parcel Numbers 4138-014-913 and 4138-014-806). The property is currently developed with the following facilities: The Lakes at EI Segundo (a 26.54 - acre publically owned executive golf course, a two level driving range, putting green, a club house and associated facilities, and water features); Southern California Edison Easement (3.58 -acre easement to the east); and West Basin Municipal Water District Property (0.67 -acre undeveloped property with ground cover and perimeter landscaping). The Lakes at EI Segundo golf course currently operates from 6:00 a.m. to dusk, and the practice facility operates from 6:00 a.m. to 11:00 p.m. The clubhouse and pro shop operate from 6:00 a.m. to 10:00 p.m. The pro shop's restaurant/grill and bar opens at 7:00 a.m. and closes at dusk. The "No Project" Alternative would retain the Project site in its current condition and the land uses would continue to operate "business as usual." With this Alternative, the site would remain developed with the existing The Lakes at EI 30 83 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact Segundo golf course and associated facilities. Under the "No Project" Alternative, The Lakes at EI Segundo Specific Plan would not be adopted. New land use types (i.e., commercial), would not be introduced, as proposed by the Project. None of the proposed amendments to the EI Segundo General Plan (General Plan) or General Plan Map, or Zoning/EI Segundo Municipal Code (ESMC) would be implemented. The existing surface parking lots would remain. The "No Project" Alternative would maintain the existing land use designations, as detailed in Table 3-3, Existing Land Use Designations and Zoning. As indicated in Table 3-2, The Lakes at EI Segundo Existing Development, existing development totals 14,204 square feet and a floor area ratio (FAR) of approximately 0.012. Under this Alternative, no structures would be demolished, and the existing floor area and floor area ratios would be retained. The Lakes at EI Segundo executive golf course, practice facilities, restaurants/bar, pro shop and other event space would continue to operate similar to existing hours. b) Finding: The City Council finds that the "No Project" Alternative would not attain most of the Project's basic objectives. It would not provide a superior, more comprehensive site planning of The Lakes Specific Plan area and development standards that address the needs of the site's unique public recreation and commercial recreation uses. This Alternative would only meet one Project objective, as the uses within The Lakes Specific Plan area would be consistent with prior zoning and compatible with adjacent uses. However, no additional recreational opportunities or additional revenue opportunities would be generated for the City, nor would the City reduce deferred maintenance exposure. 3. Larger Topqolf Facilitv Alternative a) Description: The proposed Project would be the smallest Topgolf facility, with 104 driving bays. The "Larger Topgolf Facility" Alternative assumes the typical size of a Topgolf facility, which includes 120 driving bays. The "Larger Topgolf Facility" Alternative assumes facilities similar to the Project, although an additional of 75,000 square feet would be developed. Under this Alternative, the existing driving range would be replaced with a three-story Topgolf commercial recreation and entertainment facility. The new facility would include an approximately 37,500 square -foot hitting bay and seating/waiting area, with private suites. To accommodate the larger Topgolf facility, this Alternative includes modifying the fairways and layout at the existing golf course, including modifying the existing 9th hole at The Lakes Golf Course, which is currently a par 4 hole (approximately 260 feet in length). Under this Alternative, buildout of the Specific Plan area could not exceed the maximum allowed development under the Specific Plan or the specified FAR, which compared to the proposed Project would involve an additional approximately 75,000 square feet. b) Finding: 31 84 The Lakes Specific Plan and Topgolf Project (EA -1135) Environmental Findings of Fact The "Larger Topgolf Facility" Alternative would attain most of the Project's basic objectives. It would provide a superior, more comprehensive site planning of The Lakes Specific Plan area and development standards that address the needs of the site's unique public recreation and commercial recreation uses. As with this Project, with this Alternative, the uses within The Lakes Specific Plan area would be consistent with prior zoning and compatible with adjacent uses. Additional recreational opportunities and additional revenue opportunities would be generated for the City, however, to a greater degree than the Project. As with the Project, the City would reduce deferred maintenance exposure with this Alternative. 4. Environmentally Superior Alternative In compliance with PRC §15126.6(d), a matrix displaying the major characteristics and significant environmental effects of each alternative is included in the FEIR; see Table 7-1, Comparison of Alternatives. The purpose of this matrix is to summarize a comparison of project alternatives. Pursuant to PRC §15126.6, it is required that one alternative be identified as the environmentally superior alternative. Furthermore, if the environmentally superior alternative is the "No Project" alternative, the FEIR must also identify the environmentally superior alternative from among the other alternatives. As indicated in FEIR Table 7-1, the "No Project" Alternative is the environmentally superior alternative, because it would avoid most impacts associated with development of the proposed Project. Therefore, in compliance with CEQA requirements, an environmentally superior alternative among the other alternatives is identified below. The single other Alternative analyzed, the "Larger Topgolf Facility" Alternative would result in greater impacts than the Project. Therefore, there are no other alternatives considered environmentally superior to the Project. III. STATEMENT OF OVERRIDING CONSIDERATIONS The City Council finds on the basis of the FEIR and the record of proceedings in this matter that the proposed Project would not result in temporary or permanent significant and unavoidable effects for any of the environmental issue areas identified in Appendix G of the State CEQA Guidelines. Therefore, no Statement of Overriding Considerations is necessary. IV. SUBSTANTIAL EVIDENCE The City Council finds and declares that each and every finding made herein is supported by substantial evidence in the administrative record. V. CERTIFICATION OF EIR The City Council hereby certifies that the Final Environmental Impact Report SCH #2016091003, dated May 2017, for The Lakes Specific Plan and Topgolf Project has been completed in compliance with the California Environmental Quality Act and reflects the City's independent judgment and analysis. 32 85 Exhibit F-2 Mitigation Monitoring and Reporting Program Environmental Impact Report The Lakes Specific Plan and Topgolf Project NqW CITY COUNCIL RESOLUTION NO. Exhibit B MITIGATION MONITORING AND REPORTING PROGRAM Section 1.0, Executive Summarv, and Section 5.0, Environmental Analvsis, identify the mitigation measures that will be implemented to avoid or lessen the environmental impacts associated with The Lakes Specific Plan and Topgolf Project. Public Resources Code § 21081.6 requires a public agency to adopt a monitoring and reporting program for assessing and ensuring compliance with any required mitigation measures applied to the proposed development: ... the public agency shall adopt a reporting or monitoring program for the changes to the project which it has adopted, or made a condition of project approval, in order to mitigate or avoid significant effects on the environment. Public Resources Code Section § 21081.6 also provides general guidelines for implementing mitigation monitoring programs and indicates that specific reporting/monitoring requirements enforced during Project implementation must be defined before Final EIR certification. The mitigation monitoring table provided below lists mitigation measures that can be included as conditions of approval for the Project. These measures correspond to those outlined in Section 1_0 and discussed in Section 5.0. To ensure that the mitigation measures are properly implemented, a Mitigation Monitoring and Reporting Program (MMRP) has been drafted to identify the timing and responsibility for each measure. The City of EI Segundo will have the primary responsibility for monitoring and reporting implementation of the mitigation measures. City Council Resolution No. 10-1 Mitigation Monitoring and Reporting Progr8T GtR Y p+n Environmental Impact Report The Lakes Specific Plan and Topgolf Project THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT MITIGATION MONITORING AND REPORTING PROGRAM Mitigation Measure Monitoring Phase/Timing Monitoring Procedure Implementing Party/Agency Verification of Compliance Initials Date Remarks AIR QUALITY AQ -1 In accordance with SCAQMD Rule 403, excessive fugitive dust emissions must be controlled by regular watering or other dust prevention measures, and with Rule 402, which requires implementation of dust suppression techniques to prevent fugitive dust from creating a nuisance off-site as specified in the SCAQMD's Rules and Regulations, the following shall be implemented during construction: a. All active portions of the construction site must be watered every three hours during daily construction activities and when dust is observed migrating from the Project site to prevent excessive amounts of dust. b. Appoint a construction relations officer to act as a community liaison concerning on-site construction activity including resolution of issues related to particulate matter generation. c. Pave or apply water every three hours during daily construction activities or apply non-toxic soil stabilizers on all unpaved access roads, parking areas, and staging areas. More frequent watering must occur if dust is observed migrating from the site during site disturbance. d. Any on-site stockpiles of debris, dirt, or other dusty material must be enclosed, covered, watered twice daily, or non- toxic soil binders shall be applied. e. All grading and excavation operations must be suspended when wind speeds exceed 25 miles per hour. Before Grading Review/Approval Director of Public Permit is Issued of Grading Plan, Works and Director Building Plan, and of Planning and Specifications Building Safety (or Designees) City Council Resolution No. 10-2 Mitigation Monitoring and Repor� Program GtR Y p+n Environmental Impact Report The Lakes Specific Plan and Topgolf Project THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT MITIGATION MONITORING AND REPORTING PROGRAM Mitigation Measure Monitoring Phase/Timing Monitoring Procedure Implementing Party/Agency Verification of Compliance Initials Date Remarks f. Disturbed areas must be replaced with ground cover or paved immediately after construction is completed in the affected area. g. Track -out devices such as gravel bed track -out aprons (3 inches deep, 25 feet long, 12 feet wide per lane and edged by rock berm or row of stakes) are required to reduce mud/dirt trackout from unpaved truck exit routes. Alternatively a wheel washer must be used at truck exit routes. h. On-site vehicle speed must be limited to 15 miles per hour. i. All material transported off-site must be either sufficiently watered or securely covered to prevent excessive amounts of dust before departing the job site. j. Reroute construction trucks away from congested streets or sensitive receptor areas. HAZARDS AND HAZARDOUS MATERIALS HAZ-1 Before a Demolition Permit is issued, an environmental professional with Phase II/site characterization experience must conduct an inspection of existing onsite structures. The inspection must determine whether or not testing is required to confirm the presence or absence of hazardous substances in building materials (e.g., sinks, drains, piping, flooring, walls, ceiling tiles). Should testing be required and results determine that hazardous substances are present in onsite building materials, the Phase II/site characterization specialist must determine appropriate prevention/remediation measures that Before Demolition Hazardous Environmental Permit is Issued Materials Consultant with Inspection Phase II/Site Characterization Experience; Director of Public Works City Council Resolution No. 10-3 Mitigation Monitoring and Repor Program r Environmental Impact Report i The Lakes Specific Plan and Topgolf Project THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT MITIGATION MONITORING AND REPORTING PROGRAM Verification of Compliance Mitigation Measure Monitoring Monitoring Implementing Phase/Timing Procedure Party/Agency Initials Date Remarks are required and/or the methods for proper disposal of hazardous waste at an approved landfill facility, if required. NOISE N-1 Before the City issues the grading permit, the Project Applicant Before Grading Review/Approval Director of Public must demonstrate, to the satisfaction of the Director of Public Permit is Issued of Grading Plan Works Works that the Project complies with the following: and Building Plan Specifications • All construction equipment must be equipped with mufflers and sound control devices (e.g., intake silencers and noise shrouds) no less effective than those provided on the original equipment and no equipment shall have an un - muffled exhaust. • The contractor must maintain and tune-up all construction equipment to minimize noise emissions. • Stationary equipment must be placed so as to maintain the greatest possible distance to the sensitive receptors. • All equipment servicing must be performed so as to maintain the greatest possible distance to the sensitive receptors. • Impact tools (e.g., jack hammers, pavement breakers, and rock drills) used for Project construction are required to be hydraulically or electronically powered wherever possible to avoid noise associated with compressed air exhaust from pneumatically powered tools. However, where use of pneumatic tools is unavoidable, an exhaust muffler must be used; this muffler can lower noise levels from the exhaust by up to approximately 10 dBA. External jackets on the City Council Resolution No. 10-4 Mitigation Monitoring and Repor Program Environmental Impact Report The Lakes Specific Plan and Topgolf Project THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT MITIGATION MONITORING AND REPORTING PROGRAM Mitigation Measure Monitoring Phase/Timing Monitoring Procedure Implementing Party/Agency Verification of Compliance Initials Date Remarks tools themselves must be used where feasible, and this could achieve a reduction of 5 dBA. Quieter procedures must be used, such as drills rather than impact equipment, whenever feasible. A qualified "Noise Disturbance Coordinator" will be retained amongst the construction crew to be responsible for responding to any local complaints about construction noise. When a complaint is received, the Disturbance Coordinator shall notify the City within 24 hours of the complaint and determine the cause of the noise complaint (e.g., starting too early, malfunctioning muffler, etc.) and implement reasonable measures to resolve the compliant, as deemed acceptable by the Director of Planning and Building Safety. • Select demolition methods to minimize vibration, where possible (e.g., sawing masonry into sections rather than demolishing it by pavement breakers). City Council Resolution No. 10-5 Mitigation Monitoring and Repor Program Attachment G Resolution No 92 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL CONDITIONALLY APPROVING ENVIRONMENTAL ASSESSMENT NO. EA -1135, GENERAL PLAN AMENDMENT NO. GPA 16-01, SITE PLAN NO. 16-01, LOT LINE ADJUSTMENT NO. SUB 16-03, AND CONDITIONAL USE PERMIT NO. CUP 16-05 FOR THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT, LOCATED AT 400 SOUTH PACIFIC COAST HIGHWAY. The City Council of the City of EI Segundo does resolve as follows: SECTION 1: The City Council finds and declares that: A. On June 20, 2016, CenterCal Properties, LLC, filed an application for Environmental Assessment No. EA -1135, General Plan Amendment No. 16-01, Zone Change No. ZC 16-01, Specific Plan No. SP 16-02, Zone Text Amendment No. ZTA 16-04, Site Plan Review No. 16-01, Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05 for approval of a specific plan and related discretionary entitlements to facilitate a redevelopment project at the Lakes golf course consisting of replacing an existing driving range and hitting bays, with a three-story golf -themed commercial recreation and entertainment facility, including hitting bays, a restaurant/bar, and other supporting accessory uses to be operated under the "Topgolf" brand. Additional project improvements include demolition of the existing clubhouse and reconstruction of a smaller clubhouse, modification of the fairways and layouts of six holes at the existing 9 -hole executive golf course, new golf course lighting, and expansion of the existing parking lot to accommodate additional parking to serve the facilities; B. After submittal of additional information, Staff deemed the project applications complete on August 31, 2016; C. Pursuant to the provisions of the California Environmental Quality Act, Public Resources Code Sections 21000 et. seq. ("CEQA"), the State's CEQA Guidelines, California Code of Regulation, Title 14, Section 15000 et. seq., the City's Local CEQA Guidelines (City Council Resolution No. 2805, adopted March 16, 1993), and Government Code Section 65962.5(f) (Hazardous Waste and Substances Statement), the City of EI Segundo prepared an Environmental Impact Report (State Clearinghouse Number 2016091003) (the "EIR"); D. The City prepared an Initial Environmental Study (the "Initial Study") for the Project pursuant to Section 15063 of the CEQA Guidelines, and on September 1, 2016, the Initial Study (IS) and Notice of Preparation (NOP) were released to the public and public agencies for a comment period of 33 -1- 93 days (through October 3, 2016). On September 1, 2016, a Public Notice was mailed to property owners within a 300 -foot radius from the subject property, the Notice was published in the El Segundo Herald, and the Notice was posted on the City's website. Lastly, a copy of the Initial Study was made available at the public counter at City Hall and the local library, and was made available on the City's website for the public to download and review; E. On September 8, 2016, the Planning Commission conducted a public scoping meeting to provide a forum for agencies and members of the community to provide verbal comments on the IS/NOP; F. After the NOP comment period ended, the Draft EIR was prepared taking the comments into account. After completing the Draft EIR, the document was made available to the public on January 26, 2017 for a 47 -day public comment period that concluded on March 13, 2017; G. On February 2, 2017, City Staff hosted a noticed public commenting session to provide the public with an opportunity to submit verbal comments, in addition to the typical written comments, on the Draft EIR. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice was posted at The Lakes clubhouse facility, and a Notice was posted on the City's website; H. On May 25, 2017, the Final EIR was completed and Notice was provided via mail to all property owners within a 300 -foot radius of the subject site, and on May 25, 2017 a Notice was published in the El Segundo Herald announcing that a public hearing was scheduled with the Planning Commission on June 8, 2017 to review the Final EIR and the entitlement applications for the proposed project; On June 8, 2017, the Planning Commission conducted a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City staff and public testimony, and the applicant; J. On June 8, 2017, at the request of the Applicant, the Planning Commission continued the public hearing to June 22, 2017; K. On June 22, 2017, the Planning Commission continued the public hearing to July 13, 2017; L. On July 13, 2017, the Planning Commission of the City of EI Segundo adopted Resolution No. 2820, recommending that the City Council certify the EIR, make certain environmental findings of fact, and adopt a Mitigation WA go Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project; M. The City Council of the City of EI Segundo held a duly noticed public hearing on September 5, 2017, to review and consider the staff report prepared for the project, receive public testimony, and review all correspondence received on the project; N. On September 5, 2017, the City Council adopted Resolution No. 5054, certifying the EIR, making certain environmental findings of fact, and adopting a Mitigation Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project; O. On October 3, 2017, the City Council considered the entitlements associated with the project, such as a General Plan Amendment, Zone Change, Zone Text Amendment, Lakes Specific Plan, Lot Line Adjustment and Conditional Use Permit for the TopGolf Project; however, motions to approve the Ordinance project failed, and the City Council did not approve the project; P. Subsequently, in late 2017 and early 2018, the City Council directed staff to issue a Request for Proposals (RFP) for the Lakes golf course to determine whether other recreational uses or projects might be conducted on the Property; Q. In September 2018, the City Council selected the proposed Applicant/Developer and Topgolf project as one of two finalists and the parties are attempting to negotiate a lease with respect to the operation of the Lakes; R. On November 21, 2018, the Applicant filed a request that the City reconsider the proposed Lakes Specific Plan and Topgolf project as presented and analyzed in 2017; S. On December 20, 2018, the Applicant submitted a slightly modified version of the project, which included the following modifications: • The upper level roof terrace would decrease from 2,687 GSF to 1,364 GSF, • The previously proposed 2,084-GSF bar on the middle level is excluded and a new 1,648-GSF bar is proposed on the upper level, • The previously proposed middle level 2,897-GSF of event space is excluded, and 2,085 GSF of new event space is proposed on the upper level, • A new 1,466 -SF kitchen and 960 -SF dining area are proposed on the middle level- no kitchen or dining area were previously proposed on the middle level, W11 95 • The ground level kitchen would decrease from 2,410 SF to 1,346 SF, • A new 1,936 -SF bar is proposed on the ground level- no bar was previously proposed on the ground level, • The ground level 1,655 -SF lounge area is excluded, and • The upper level 240 -SF lounge area is excluded. T. On January 8, 2019, the City's environmental consultant completed an independent review of the modified project and determined that no new significant environmental impacts would result, the modifications would not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. Thus, the City's environmental consultant concluded that the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. U. On January 10, 2019, a Notice was published in the El Segundo Herald and Notice mailed to property owners within a 300 -foot radius from the subject property, announcing that a public hearing was scheduled with the Planning Commission on January 24, 2019, to consider the proposed modified project; V. On January 24, 2019, the Planning Commission conducted a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City staff and public testimony, and the applicant; and, W. This Resolution, and its findings, are made, in part, based upon the evidence presented to the Planning Commission at its June 8, and July 13, 2017 public hearings and upon the evidence presented to the City Council at its September 5, 2017 public hearing including, and based upon the evidence presented to the Planning Commission at its January 24, 2019 public hearing and upon the evidence presented to the City Council at its October 15, 2019 public hearing including, without limitation, the staff reports, Initial Study, Draft EIR and Final EIR submitted by the Planning and Building Safety Department. SECTION 2: Findings of Fact and Conclusions. The City Council finds as follows: A. The project site consists of three areas totaling approximately 31 -acres, comprised of the 26.54 -acre Lakes at EI Segundo golf course, a 3.58 -acre portion of the abutting SCE property to the east of the golf course, and a 0.67 -acre portion of the abutting West Basin Municipal Water District (WBMWD) property to the south of the golf course, generally located at 400 South Pacific Coast Highway, in the southeast quadrant of the City of EI Segundo; IN 99 B. The proposed project includes The Lakes Specific Plan and a new Topgolf facility. The associated applications consists of: (i) Environmental Assessment No. EA -1135, to certify and approve a Final Environmental Impact Report (EIR) and an associated Mitigation Monitoring and Reporting Program (MMRP); (ii) General Plan Amendment No. 16-01, to change the underlying General Plan Land Use designation of the Lakes at EI Segundo golf course property from "Parks", to "The Lakes Specific Plan"; (iii) Zone Change No. ZC 16-01, to change the underlying Zoning designation from O -S (Open Space), to TLSP (The Lakes Specific Plan) with two Subareas classified PR/OS (Public Recreation/Open Space) measuring 16.06 -acres and CR/OS (Commercial Recreation/Open Space) measuring 10.49 -acres; (iv) Specific Plan No. SP 16-02, to create a new specific plan for the Lakes at EI Segundo golf course that specifies the uses permitted within the Specific Plan area, and establishes development standards tailored to the unique recreation and entertainment uses for the specific plan area; (v) Zone Text Amendment No. ZTA 16-04, to add the new TLSP (The Lakes Specific Plan) Zoning designation to the Zoning Code; (vi) Site Plan Review No. 16-01, for the development within The Lakes Specific Plan area, including a new Topgolf building, a redeveloped clubhouse, and modified holes in the golf course. Specifically, the development includes: a) Replace the existing driving range with a three-story approximately 67,500 gross square -foot Topgolf commercial recreation and entertainment facility. The new facility will measure approximately 55 -feet in overall height, and include 102 hitting bays (34 on each level) with seating/waiting area) consisting of private suites) measuring 35,000 square -feet. From these hitting bays, players would hit balls into an open area that would be surrounded by netting and support poles (up to 175 feet in height) that are designed to block/contain errant balls. The facility will also include approximately 10,000 square feet of restaurant, bar, and kitchen space; 2,085 square feet of meeting and event space; 1,638 square feet of office space; 522 square feet of lounge space; 1,130 square feet of lobby space; and approximately 17,000 square feet of storage, circulation, and miscellaneous space. The facility will also include approximately 1,400 square feet of outdoor terrace on the third floor and a 5,400 square foot outdoor patio on the lower level providing entertainment in the form of live music from a band or disc jockey (DJ). All DJ's and bands would be required to connect to the facility's in-house sound system and speakers, allowing the ability to control the volume and other sound levels. All overhead speakers would be oriented inward and down to the -5- 97 facility's floors. Lastly, the driving range grass would be replaced with a high density fiber turf; b) Modify and expand the existing parking lot to accommodate a total of 438 spaces on-site, and 26 spaces on the abutting WBMWD property through a license agreement between the City of EI Segundo and WBMWD. Thus a minimum total of 464 parking spaces will serve both the Topgolf facility and the existing golf course facility; c) Modify the fairways and layouts of six holes at the existing golf course; d) Install lighting throughout the nine -hole golf course to accommodate nighttime play. The lighting would primarily be concentrated at the tee boxes and greens; and, e) Demolish the existing clubhouse, and construct a new one-story clubhouse measuring 2,500 square feet, with a 1,010 square foot outdoor patio overlooking a new putting and chip -shot practice area. (vii) Lot Line Adjustment No. SUB 16-03, to reconfigure the existing two parcels in The Lakes Specific Plan; and, (viii) Conditional Use Permit No. CUP 16-05, to allow onsite beer, wine and alcohol in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities. C. Development standards have been developed for the Specific Plan and all uses within the Plan area must be compliant. The allowed uses identified in the development standards include the proposed development and uses; D. The proposed General Plan re -designation and rezoning of the Project Site would change the General Plan land use designation from "Parks", to "The Lakes Specific Plan" (TLSP) land use designation and rezone the area from Open Space (O -S) to The Lakes Specific Plan (TLSP) Zone; E. The TLSP contains two Subareas classified PR/OS (Public Recreation/Open Space) on the northern portion of the specific plan area measuring 16.06 -acres, and CR/OS (Commercial Recreation/Open Space) on the southern portion of the specific plan area measuring 10.49 -acres; F. The Applicant is required to make all necessary and applicable impact fee payments prior to building permit issuance, including the one-time fire services mitigation fee, the one-time police services mitigation fee, one-time park services mitigation fee, and one-time traffic mitigation. SECTION 3: Environmental Assessment. In City Council Resolution No. , adopted concurrently herewith, the City Council certified the EIR, adopted certain Environmental Findings of Fact, and adopted the Mitigation Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project. the following environmental findings are made: IN 99 A. Pursuant to CEQA Guidelines Sections 15064 and 15081, and based upon information contained in the Initial Study, the City ordered the preparation of an Environmental Impact Report ("EIR") for the Project. The City contracted with independent consultants for the preparation of the technical studies for the EIR and on September 1, 2016, prepared and sent a Notice of Preparation of the EIR to responsible, trustee, and other interested agencies and persons in accordance with Guidelines Section 15082(a). Comments on the Notice of Preparation were accepted during the 33 -day comment period ending on October 3, 2016. During the scoping period, the City held an advertised public meeting on September 8, 2016, to facilitate public input regarding the scope of the EIR. B. The City completed the Draft EIR, together with those certain technical studies (the "Appendices"), on January 26, 2017. The City circulated the Draft EIR and the Appendices to the public and other interested parties from January 26, 2017 through March 13, 2017, for a 47 -day comment period. In addition to receiving written comments submitted during this time, public comments were received at an advertised public commenting session on February 2, 2017. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice posted at The Lakes clubhouse facility, and a Notice was posted on the City's website. C. During the Draft EIR public comment period, including at the February 2, 2017 public commenting session, the City received numerous letters and comments. Responses to each of the individual comments were prepared and made available on May 25, 2017. The comments and responses are part of section 11.3 of the Final EIR, and are incorporated herein by reference. The written responses to comments were made available for public review in the Planning and Building Safety Department, at the EI Segundo Public Library and on the City's website. After reviewing the responses to comments, the revisions to the Draft EIR, and the Final EIR, the Planning Commission finds that the information and issues raised by the comments and the responses thereto do not constitute significant new information requiring recirculation of the EIR. D. The Final EIR is comprised of the Draft EIR, an errata thereto, comments and recommendations received on the Draft EIR, a list of persons, organizations and public agencies commenting on the Draft EIR, the City's Responses to Comments, and the Mitigation Monitoring and Reporting Program. E. The Planning Commission has independently reviewed and considered the content of the Final EIR, all written and oral public communications, and all other evidence before the Commission prior to making a recommendation IVA 99 to the City Council on the proposed project. The Planning Commission hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment of the City. Although minor revisions have been made to the Draft EIR in response to comments received during the public process, no significant new information has been added to the EIR since public notice was given of the availability of the Draft EIR for public review. Consequently, recirculation of the EIR is not required pursuant to Section 15088.5 of the CEQA Guidelines. F. The comments regarding the Draft EIR and the responses to those comments were received by the Commission; that the Planning Commission received documents and public testimony regarding the adequacy of the EIR; and the Planning Commission has reviewed and considered all such documents, testimony and the Final EIR prior to making its recommendation to the City Council on the Project. In accordance with Guidelines Section 15090, the Planning Commission hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment and analysis of the City. G. Based upon the Final EIR and the record before the Planning Commission, the Commission finds the Project will not cause any significant environmental impacts after mitigation. Detailed explanations for why the impacts were found to be less than significant are contained in the draft Findings of Fact attached as Exhibit A to this Resolution. H. The EIR describes, and the Planning Commission fully considered, a reasonable range of alternatives to the Project. On the whole, the proposed Project is environmentally superior to other feasible alternatives. Thus, all other alternatives and variations are infeasible or not environmentally preferable for the reasons set forth in the Findings of Fact. On the basis of the FEIR and the record of proceedings in this matter, the Commission finds that the proposed Project would not result in temporary or permanent significant and unavoidable effects for any of the environmental issue areas identified in Appendix G of the State CEQA Guidelines. Therefore, no Statement of Overriding Considerations is necessary. J. Although the project has been slightly modified, as described above in Section 1.S, no new significant environmental impacts result from the modified project, the modifications do not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. As such, the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. 100 SECTION 4: General Plan Amendment Findings. The City Council makes the following findings: A. Specific Plans create "mini -zoning" regulations for land uses within particular areas of the City. All future development plans and entitlements within the Specific Plan boundaries must be consistent with the standards set forth in the adopted Specific Plan, even when they may be different from the general regulations within the ESMC. B. The proposed amendment is in the public interest, and there will be a community benefit resulting from the amendment. The Lakes Specific Plan provides flexibility for The Lakes golf course to expand its existing operations or develop new facilities that are compatible with the existing facilities and uses. The Specific Plan includes a development concept that accounts for and allows for the Topgolf facility; includes new land use and zoning categories and identifies the properties that are effected; includes design guidelines to help promote high-quality development; and development standards to address uses, lot area, height, setbacks, floor area, parking, landscaping and signage. All development in the project area is subject to the development standards and requirements of the specific plan. C. The proposed amendment is consistent with the following goals, policies and objectives of the Land Use Element of the City's General Plan: • Goal LU4: Provide a stable tax base for the City through development of new commercial uses, primarily within a mixed-use environment, without adversely affecting the viability of Downtown. • Policv LU4-1.1: Require landscaping, its maintenance, and permanent upkeep on all new commercial developments. • Policv LU4-1.2: All commercial facilities shall be built and maintained in accordance with Health and Safety Code requirements and shall meet seismic safety regulations and environmental regulations. • Policv LU4-1.4: New commercial developments shall meet seismic safety standards and regulations, as well as comply with all noise, air quality, water and environmental regulations. • Obiective LU4-4: Provide areas where development has the flexibility to mix uses, in an effort to provide synergistic relationships which have the potential to maximize economic benefit, reduce traffic impacts, and encourage pedestrian environments. • Goal LU6: Maintain and upgrade the existing excellent parks, recreation, and open space facilities within the City of EI Segundo. • Obiective LU6-1: The development of parks, open space, and recreational facilities should be consistent with the guidelines, policies, and programs of the Open Space and Recreation Element. Well 101 • Policv LU6-1.1: Continue to provide uniform and high quality park and recreational opportunities to all areas of the City, for use by residents and employees. • Policv LU6-1.3: Utilization of utility easements (flood control, power line rights-of-way) for recreational, open space, and beautification purposes should continue and additional possibilities should be explored. • Goal LU7: Provide the highest quality public facilities, services, and public infrastructure possible to the community. • Obiective LU7-1: Provide the highest and most efficient level of public services and public infrastructure financially possible. • Policv LU7-1.2: No new development shall be allowed unless adequate public facilities are in place or provided for. • Policv LU7-2.3: All new development shall place utilities underground. • Policv LU7-2.4: All new public buildings shall have adequate off-street parking spaces, or the City shall provide adequate public transportation, in accordance with the provisions and standards of all elements of the General Plan, to accommodate employees and the public. • Policv LU7-2.5: All public facilities and utilities should be designed to enhance the appearance of the surrounding areas in which they are located. D. The proposed amendment is consistent with the following goals, policies and objectives of the Economic Development Element of the City's General Plan: • Goal ED1: To create in EI Segundo a strong, healthy economic community in which all diverse stakeholders may benefit. • Obiective ED1-1: To build support and cooperation among the City of EI Segundo and its business and residential communities for the mutual benefits derived from the maintenance and expansion of EI Segundo's economic base. • Policv ED1-1.2: Focus short -run economic development efforts on business retention and focus longer -run efforts on the diversification of EI Segundo's economic base in order to meet quality of life goals. • Obiective ED1-2: Center diversification efforts on targeted industries that meet the City's criteria for job creation, growth potential, fiscal impact, and fit with local resources. • Policv ED1-2.1: Seek to expand EI Segundo's retail and commercial base so that the diverse needs of the City's business and residential communities are met. • Policv ED1-2.2: Maintain and promote land uses that improve the City's tax base, balancing economic development and quality of life goals. • Policy ED1-2.3: Seek to balance the City's economic development program with the City's resources and infrastructure capacity. E. The proposed amendment is consistent with the following goals, policies and objectives of the Circulation Element of the City's General Plan: NO 102 • Goal Cl: Provide a safe, convenient, and cost-effective circulation system to serve the present and future circulation needs of the EI Segundo community. • Policv C1-1.8: Provide all residential, commercial, and industrial areas with efficient and safe access to the major regional transportation facilities. • Policv C1-1.9: Provide all residential, commercial, and industrial areas with efficient and safe access for emergency vehicles. • Policv C1-3.2: Ensure that the development review process incorporates consideration of off-street commercial loading requirements for all new projects. • Policv C2-2.2: Encourage new development to provide facilities for bicyclists to park and store their bicycles and provide shower and clothes hanging facilities at or close to the bicyclist's work destination. • Policv C2-5.1: Ensure that Transportation Demand Management (TDM) measures are considered during the evaluation of new developments within the City, including but not limited to ridesharing, carpooling and vanpooling, flexible work schedules, telecommuting and car/vanpool preferential parking. • Policv C3-1.8: Require the provision of adequate pedestrian and bicycle access for new development projects through the development review process. • Policv C3-2.1: Ensure the provision of sufficient on-site parking in all new development. F. The proposed amendment is consistent with the following goals, policies and objectives of the Open Space and Recreation Element of the City's General Plan: • Goal OS1: Provide and maintain high quality open space and recreational facilities that meet the needs of the existing and future residents and employees within the City of EI Segundo. • Obiective OS1-1: Preserve existing and acquire future public park and recreation facilities which are adequate for serving the existing and future resident population. • Obiective OS -1-2: Preserve existing and support acquisition of additional private park and recreation facilities to foster recognition of their value as community recreation and open space resources. • Obiective OS1-3: Provide recreational programs and facilities for all segments of the community. • Policv OS1-3.4: Encourage commercial recreational uses to locate in EI Segundo. • Obiective OS14: Develop utility transmission corridors for active or passive open space and recreational use. G. The proposed amendment is consistent with the following goals, policies and objectives of the Conservation Element of the City's General Plan: see 103 • Policv CN2-5: Require new construction and development to install water -conserving fixtures and appliances to reduce the amount of new demand. • Policv CN2-7: Require new construction and development to incorporate the principles and practices of sound landscape design and management, particularly those conserving water and energy. • Policv CN2-8: Encourage the retrofitting of existing landscapes to incorporate the principles and practices of sound landscape design and management, particularly those conserving water and energy. • Policv CN2-11: Encourage, whenever appropriate and feasible, development techniques which minimize surface run-off and allow replenishment of soil moisture. Such techniques may include, but not be limited to, the on-site use and retention of storm water, the use of pervious paving material (such as walk -on -bark, pea gravel, and cobble mulches), the preservation of vegetative covers, and efficiently designed and managed irrigation systems. H. The proposed amendment is consistent with the following goals, policies and objectives of the Noise Element of the City's General Plan: • Goal N1: Encourage a high quality environment within all parts of the City of EI Segundo where the public's health, safety, and welfare are not adversely affected by excessive noise. • Obiective N1-1: It is the objective of the City of EI Segundo to ensure that City residents are not exposed to mobile noise levels in excess of the interior and exterior noise standards or the single event noise standards specified in the EI Segundo Municipal Code. • Obiective N1-2: It is the objective of the City of EI Segundo to ensure that City residents are not exposed to stationary noise levels in excess of EI Segundo's Noise Ordinance standards. • Policv N1-2.1: Require all new projects to meet the City's Noise Ordinance Standards as a condition of building permit approval. • Program N1 -2.1A: Address noise impacts in all environmental documents for discretionary approval projects, to insure that noise sources meet City Noise Ordinance standards. These sources may include mechanical or electrical equipment, truck loading areas, or outdoor speaker systems. The proposed amendment is consistent with the following goals, policies and objectives of the Public Safety Element of the City's General Plan: • Obiective PS1-1: It is the objective of the City of EI Segundo to reduce exposure to potentially hazardous geological conditions through land use planning and project review. • Program PS1-1.1A: The City shall review projects to ensure that slope design considers the potential effects of high rainfall, private sewage SPA 104 systems, landscaping irrigation, and possible runoff from adjacent future development. • Policv PS1-1.2: Enforce, monitor and improve development standards which place the responsibility on the developer, with advice from qualified engineers and geologists, to develop and implement adequate mitigation measures as conditions for project approval. • Program PS1-1.2A: The City shall review projects to ensure that adequate geotechnical investigation has been completed in areas susceptible to landsliding and debris flows and in areas where collapsible or expansive soils occur, and to approve only those which mitigate these hazards to the satisfaction of the City Engineer. • Goal PS2: Minimize injury and loss of life, property damage, and social cultural and economic impacts caused by earthquake hazards. • Policv PS2-1.2: The City shall assist in the prevention of structural damage in areas with a high potential for liquefaction, landslides, and mudslides by requiring geotechnical studies for new development to mitigate potential impacts. • Obiective PS6-1: It is the objective of the City of EI Segundo that the City minimize threats to public safety and protect property from wildland and urban fires. • Policv PS6-1.1: Review projects and development proposals, and upgrade fire prevention standards and mitigation measures in areas of high urban fire hazard. • Program PS6-1.2C: The City shall continue to require that all property be maintained in compliance with the fire code. • Goal PS7: Protect public health, safety, and welfare, and minimize loss of life, injury, property damage, and disruption of vital services, resulting from earthquakes, hazardous material incidents, and other natural and man-made disasters. J. The proposed amendment is compatible with and will not frustrate the goals and policies of the General Plan. K. The proposed amendment will not conflict with the provisions of the Municipal Code or the applicable specific plan, and complies with or exceeds the minimum standards contained therein. L. The proposed amendment will not adversely affect surrounding properties since the proposal will continue to allow for the uses the currently exist on site, and will allow for additional uses that enhance the area by offering additional recreational uses. SECTION 5: Zone Change Findings. stil 105 A. Based on the factual findings of this Resolution, the proposed Zone Change is necessary to carry out the proposed project because the proposed General Plan Amendment would change the land use classification of the project site from Parks, to The Lakes Specific Plan. The proposed Zone Change is necessary to maintain consistency with the proposed General Plan land use designation of The Lakes Specific Plan. B. The purpose of ESMC Title 15 is to implement the goals, objectives and policies of the EI Segundo General Plan. The zone change is consistent with the General Plan goals, objectives and policies discussed in Section 4 of this resolution. SECTION 6: General Plan Amendment. The City Council makes the following amendments to the EI Segundo General Plan: A. An amendment to the text in the "Land Use Designations — Open Space Designations" subsection of the Land Use Element to add The Lakes Specific Plan designation, including a description of the allowed uses and the maximum land use densities allowed. The corresponding changes are set forth in attached Exhibit "A" B. An amendment to the text in the "Proposed Land Use — Southeast Quadrant" subsection of the Land Use Element, to reflect the changes resulting from The Lakes Specific Plan. The corresponding changes are set forth in attached Exhibit "B". C. An amendment to the "1992 General Plan Summary of Existing Trends Buildout" table contained in the Land Use Element, to reflect the changes resulting to the land use categories by The Lakes Specific Plan. The corresponding changes are set forth in attached Exhibit "C". D. An amendment to the General Plan Land Use Map to reflect the change in the land use designation from Parks to The Lakes Specific Plan (TLSP). The corresponding change to the General Plan Land Use Map is set forth in attached Exhibit "D". SECTION 7: Lot Line Adjustment. The proposed lot line adjustment is indicated on Exhibit E. Based on the facts set forth in this Resolution and the evidence in the administrative record as a whole, the City Council finds that the proposed Lot Line Adjustment is consistent with the evaluation criteria set forth in ESMC § 14-4-4 in that the lots/parcels will conform to the zoning criteria contained in The Lakes Specific Plan and the TLSP Zone, as both parcels will exceed the 10 -acre minimum lot area. The proposed lot line adjustment also conforms to all applicable building codes. SECTION 8: Site Plan Review. The proposed site plan layout includes a new golf -themed commercial recreation and entertainment facility with a restaurant/bar, a redeveloped clubhouse, modified holes in the golf course, and golf course lighting, as detailed above 5" 106 in Section 2.13(vi) of this Resolution. The City Council has considered all of the Site Plan Review Criteria set forth in the Lakes Specific Plan and, based on the facts recited herein and on the evidence in the administrative record as a whole, the Council finds the Site Plan is consistent with and complies with the development standards set forth in The Lakes Specific Plan. SECTION 9: Conditional Use Permit. Pursuant to Section 15-23-6 of the EI Segundo Municipal Code, and based on the factual findings set forth hereinabove and on the whole of the administrative record, the City Council finds as follows: A. The proposed location of the conditional use is in accord with the objectives of this Title and the purposes of the zone in which the site is located, and the proposed use is consistent and compatible with the purpose of the zone in which the site is located. Approval of the associated Zone Text Amendment, Zone Change, General Plan Amendment and The Lakes Specific Plan have created a zoning designation and development standards specific to the subject property. The zone, via The Lakes Specific Plan, allows onsite beer, wine and alcohol in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities subject to the granting of a conditional use permit pursuant to ESMC Section 15 -5F -5(I). Onsite beer, wine and alcohol is appropriate to this location as it will be part of the restaurants and entertainment facility, and distributed throughout the site. The proposal is consistent with the purpose of The Lakes Specific Plan, which is to further the goals and policies of the City's General Plan, which are contained in Section 4 of this Resolution. B. That the proposed location of the conditional use and the conditions under which it would be operated or maintained will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity; there is compatibility of the particular use on the particular site in relationship to other existing and potential uses within the general area in which the use is proposed to be located; and potential impacts that could be generated by the proposed use, such as noise, smoke, dust, fumes, vibration, odors, traffic and hazards have been recognized and compensated for The proposed location of the conditional use is in an urbanized area of the City that is developed with a golf course, driving range, and clubhouse that currently offers alcoholic beverages at the restaurant and banquet facilities. The proposed onsite beer, wine and alcohol will be distributed throughout the Specific Plan area, in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities, which will be located primarily indoors and sufficiently set back from Pacific Coast Highway. No sensitive land uses are adjacent to or near the Specific Plan area that could be impacted -15- 107 by the operation of the onsite beer, wine and alcohol in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities. Further, outdoor dining activities are not anticipated to be detrimental to adjacent businesses and no residential uses are located in the vicinity. The use is also subject to certain conditions in the attached Exhibit A. Lastly, the EI Segundo Police Department has not identified the subject property as a high crime area. Accordingly, given the commercial and industrial/manufacturing nature of the surrounding uses and immediate area, and the absence of any residential uses located in the vicinity, the proposed location of the conditional use and the conditions under which it would be operated or maintained will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity. C. That the proposed conditional use will comply with each of the applicable provisions of this Chapter. Approval of the associated Zone Text Amendment, Zone Change, General Plan Amendment and The Lakes Specific Plan created development standards specific to the subject property, with specified uses, lot area, lot coverage, height, and other restrictions which allow onsite beer, wine and alcohol in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities. Further, the proposed conditional use complies with the applicable provisions of ESMC Chapters 15-23 and 15-27 since proper notice was provided and proper hearing was conducted on June 8, 2017. In addition, proper hearing decision and records will be complied with, and the required findings considered and adopted by the City Council at a future noticed public hearing. Lastly, appropriate conditions have been included to minimize impacts. D. ABC has issued or will issue a license to sell alcohol to the applicant. The City currently maintains a license from ABC for on-site sale and consumption of beer and wine (Type 41). The future operator of the golf - themed commercial recreation and entertainment facility will apply for a separate license with ABC to sell alcohol. SECTION 10: For the foregoing reasons and based on the information and findings included in the Staff Report, Resolutions, Minutes and the whole of the administrative record, the City Council of the City of EI Segundo hereby: A. Approves Environmental Assessment No. EA -1135, General Plan Amendment No. 16-01, Site Plan Review No. 16-01, Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05, subject to the conditions of approval attached hereto as Exhibit "F" and incorporated herein by this reference. 5110 SECTION 11: Reliance on Record. Each and every one of the findings and determinations in this Resolution are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 12: Limitations. The City Council's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the city's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. SECTION 13: Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact. SECTION 14: This Resolution will remain effective until superseded by a subsequent resolution. SECTION 15: A copy of this Resolution must be mailed to CenterCal Properties, LLC, and to any other person requesting a copy. SECTION 16: Effective Date: Environmental Assessment No. EA -1135 will become effective immediately upon adoption of this Resolution. General Plan Amendment No 16-01, Site Plan Review No. 16-01, Lot Line Adjustment No. SUB 16-03 and Conditional Use Permit No. CUP -16-05 will become effective on the Effective Date of Ordinance No. PASSED, APPROVED AND ADOPTED this day of , 2019. ATTEST: STATE OF CALIFORNIA ) -17- Drew Boyles, Mayor 109 COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Tracy Weaver, City Clerk of the City of EI Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Resolution No. was duly introduced by said City Council at a regular meeting held on the day of , 2019, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the day of 2019, and the same was so passed and adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney MR11 110 Resolution No. Exhibit A EI Segundo General Plan Land Use Element, Page 3-10 Open Space Designations Add the following text to page 3-10 as an additional paragraph at the end of the "Open Space Designations" subsection of the Land Use Element: "The Lakes Saecific Plan: The specific Dlan area contains two subareas that Dermit a mix of recreational and recreation -related entertainment uses. and other uses as sDecified in The Lakes Specific Plan. The maximum floor area in the PR/OS subarea is based on the maximum allowable heiaht limit of 26 -feet and the maximum allowable lot coveraae of 40-Dercent. The maximum overall FAR in the CR/OS subarea is 0.147. which is based on the aDDroximately 10.49 -acre size of the subarea." Resolution No. Exhibit B EI Segundo General Plan Land Use Element, Page 3-14 Proposed Land Use Plan Revise the following paragraph on page 3-14 as illustrated below "Southeast Quadrant The remaining land in the southeast quadrant is designated as ppublic fFacilities for the Green Line station along EI Segundo Boulevard and the prepesed water reclamation facility north of Hughes Way., parks The Lakes Saecific Plan for the Ggolf Gcourse and BriViRg Range the aroaosed aolf-themed commercial recreation and entertainment facilitv along Pacific Coast Hiahwav Sepulveda Boulevard}; and eOpen sSpace along the Southern California Edison transmission line rights-of-way. A 5.4 acre portion of the Southern California Edison right-of- way is also designated as the Aviation Specific Plan area. The privately _OWRe d nark fer Hughes emnleyoic also designated as epc\n up\i,te euro it �ri centini a to be used as a reGreatien facility 112 Resolution No. Exhibit C 1992 General Plan Summary of Existing Trends Buildout Land Use Category Acres Dwelling Square Footage Units Single -Family Residential 357.2 2,858 Two -Family Residential 57.4 934 540 East Imperial Avenue Specific Plan 5.65 58 Multi -Family Residential 119.7 3,389 Neighborhood Commercial 6.6 85 Downtown Commercial 8.8 18 General Commercial 37.1 Corporate Office 213.62 Commercial Center 85.8 Smoky Hollow 93.55 Urban Mixed -Use North 232.5 Urban Mixed -Use South 70.6 124th Street Specific Plan 3.9 Aviation Specific Plan 5.4 Downtown Specific Plan 26.3 Corporate Campus Specific Plan 46.5 199 North Continental Boulevard 1.75 222 Kansas Street Specific Plan 4.65 888 N. Sepulveda Blvd. Specific Plan 2.98 Parking 11.8 Light Industrial 356.1 Heavy Industrial 1,001 Public Facilities 87.9 Federal Government 90.6 Open Space 77 Parks -5023.46 The Lakes Specific Plan 26.54 Street and Railroad R.O.W 442.6 Totals 3,497 Population Projection 17,287 268 1 2321 89,110 383,328 1,618,508 12,461,324 850,000 2,445,023 13,166,010 3,997,936 73,530 66,000 1,145,628 2,550,000 70,132 121,532 206,710 18,529,000 a 7,842 57,773,771 1 Existing construction and recently constructed, renovated commercial centers and legal non -conforming residential uses at densities that are currently higher than allowed by the land use designations in this plan will not realistically be converted to mixed commercial/residential uses and these buildings are expected to remain for the life of the Plan. 2 The heavy industrial shown on this plan includes the Chevron Refinery and former Southern California Edison Generation Station. These facilities have processing equipment and tanks rather than buildings and are expected to remain for the life of the Plan. Therefore, no estimated building square footage is shown. 113 �� E FRANKLIN AVE 199 N CONTINENTAL O PUBLIC m BLVD SPE I C PLAN m ~ FACILITY Q CORPORATE:.J y y W OFFICE F SMOKY HOLLOW � W O Z CL F J OKY W Z W Z U E EL SEGUNDO BLVD �.,.• may. �. �� v� s•� i 1y �YM1 Jy �Nti 1y �NM1 Jy �tl4 co Q • py F.'� Av py A LU > W co HEAVYco , # '� INDUSTRIAL OFFICE 0 URBAN MIXED- USE NORTH Y-dTh r-�4 � l4dV.- md.i • PUBLIC FACILITY S NUGNeS r LIGHT m INDUSTRIAL < O EXHIBIT D 400 South Sepulveda Boulevard Proposed General Plan Land Use Designation City of El Segundo The Lakes Specific Plan OPEN I SOUTHERN CALIFORNIA ' K EGISON RJW SCALE: 1"=300' LEGENDI -- -- PROPERTY LINE CENTER LINE - - ADJACENT PROPERTY LINE -- PROPOSED LOT LINE - - - - - EXISTING LOT LINE TO BE ADJUSTED PROPOSED PARCEL 1 15.87 ACRES � I - - - - J " ' - -"- ROPOSED LOT LINE ALIGNMENT EXISTIN LOT LINE TO HE ADJUSTEE PROPOSED PARCEL 2 10.67 ACRES t LICENSED SCE FOR GOLF COURSE 3.58 ACRES J, 'SOUTHERN CALIFORNIA EDISON PROPERTY EXHIBIT F - PROPOSED LOT LINE ADJUSTMENT 115 CITY COUNCIL RESOLUTION NO. Exhibit F CONDITIONS OF APPROVAL In addition to all applicable provisions of the EI Segundo Municipal Code ("ESMC"), ES CenterCal, LLC, and its successor -in -interest agrees to comply with the following provisions as conditions for the City of EI Segundo's approval of Environmental Assessment No. EA -1135 (Environmental Impact Report and Mitigation Monitoring Reporting Program); General Plan Amendment No. 16-01; Zone Change No. ZC 16-01; Specific Plan No. SP 16-02; Zone Text Amendment No. ZTA 16-04; Site Plan Review No. 16-01; Lot Line Adjustment No. SUB 16-03; and Conditional Use Permit No. CUP 16-05 ("Project Conditions"). General 1. The approval is for The Lakes Specific Plan and a new Topgolf facility, consisting of the following: (i) Environmental Assessment No. EA -1135, an Environmental Impact Report (EIR) and an associated Mitigation Monitoring and Reporting Program (MMRP); (ii) General Plan Amendment No. 16-01, to change the underlying General Plan Land Use designation of the Lakes at EI Segundo golf course property from "Parks", to "The Lakes Specific Plan" as specified in Ordinance No. and incorporated by reference; (iii) Zone Change No. ZC 16-01, to change the underlying Zoning designation from O -S (Open Space), to TLSP (The Lakes Specific Plan) with two Subareas identified, where the northerly Subarea will measure 16.06 -acres and the southerly Subarea will measure 10.49 -acres as specified in Ordinance No. and incorporated by reference; (iv) Specific Plan No. SP 16-02, to create a new specific plan for the Lakes at EI Segundo golf course that specifies the uses permitted within the Specific Plan area, and establishes development standards tailored to the unique recreation and entertainment uses for the specific plan area as specified in Ordinance No. and incorporated by reference; (v) Zone Text Amendment No. ZTA 16-04, to add the new TLSP (The Lakes Specific Plan) Zoning designation to the Zoning Code as specified in Ordinance No. and incorporated by reference; (vi) Site Plan Review No. 16-01, for the development within The Lakes Specific Plan area, including a new Topgolf building, a redeveloped clubhouse, and modified holes in the golf course. Specifically, the development includes: a) Replacing the existing driving range with a three-story approximately 67,500 gross square -foot Topgolf commercial recreation and entertainment facility. The new facility will measure approximately 55 - feet in overall height, and include 102 hitting bays (34 on each level) City Council Resolution No. Exhibit A, Conditions of Approval Page 1 116 with seating/waiting area) consisting of private suites) measuring 35,000 square -feet. From these hitting bays, players would hit balls into an open area that would be surrounded by netting and support poles (up to 175 feet in height) that are designed to block/contain errant balls. The facility will also include approximately 10,000 square feet of restaurant, bar, and kitchen space; 2,085 square feet of meeting and event space; 1,638 square feet of office space; 522 square feet of lounge space; 1,130 square feet of lobby space; and approximately 17,000 square feet of storage, circulation, and miscellaneous space. The facility will also include approximately 1,400 square feet of outdoor terrace on the third floor and a 5,400 square foot outdoor patio on the lower level providing musical entertainment. All music providers would be required to connect to the facility's in-house sound system and speakers, allowing the ability to control the volume and other sound levels. All overhead speakers would be oriented inward and down to the facility's floors. Lastly, the driving range grass would be replaced with a high density fiber turf; b) Modifying and expanding the existing parking lot to accommodate a total of 464 spaces, whereby 437 spaces will be located in the southerly Subarea of the Specific Plan and 27 spaces will be located in the abutting WBMWD property. The parking will serve both the Topgolf facility and the golf course facility; c) Modifying the fairways and layouts of three holes at the existing golf course; d) Installing lighting throughout the nine -hole golf course to accommodate nighttime play. The lighting would primarily be concentrated at the tee boxes and greens; and, e) Demolishing the existing clubhouse, and constructing a new one-story clubhouse measuring 2,500 square feet, with a 1,010 square foot outdoor patio overlooking a new putting and chip -shot practice area. (vii) Lot Line Adjustment No. SUB 16-03, to reconfigure the existing two parcels in The Lakes Specific Plan; and, (viii)Conditional Use Permit No. CUP 16-05, to allow Topgolf as a private/commercial recreational facility, and to allow onsite beer, wine and alcohol in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities. 2. The development of the project shall be in substantial compliance with the plans presented to the Planning Commission on January 24, 2019, and approved by the City Council on , 2019; with The Lakes Specific Plan and zoning district; with the mitigation measures, conditions and standards contained in Planning Commission Resolution Nos. 2856 and 2857; and, with the EI Segundo Municipal Code. City Council Resolution No. Exhibit A, Conditions of Approval Page 2 117 3. The development and operation of the project shall comply with the Mitigation Monitoring and Reporting Program (MMRP) as adopted by the City Council on , 2019, as Resolution No. and incorporated by reference. The mitigation measures are repeated herein under the appropriate subject heading, sometimes with clarifying language that may differ from the MMRP. All costs associated with implementation of the Mitigation Monitoring Program shall be the responsibility of the Applicant/Developer, and/or any successors in interest. 4. The Planning and Building Safety Director is authorized to approve minor modifications to the approved plans or any of the conditions if such modifications achieve substantially the same results as would strict compliance with said plans and conditions, and conforms with The Lakes Specific Plan and is within the scope studied in the Environmental Impact Report certified by the City Council. Otherwise, all other modifications must be reviewed and approved by the Planning Commission. 5. All mitigation measures and conditions of approval must be listed on the plans submitted for plan check and the plans for which a building permit is issued. 6. In the event that a Planning, Building, Public Works, Fire Department or Police Department requirement are in conflict, the stricter standard shall apply. 7. A positive balance shall be maintained in all project Reimbursement Accounts at all times. If the balance of the Reimbursement Account(s) associated with the project becomes negative at any time, all work on the project shall be suspended, including the issuance of permits and project inspections, until such time as the sufficient funds are deposited to return the account(s) to a positive balance. 8. ES Centercal, LLC and TopGolf shall adhere to all conditions set forth in the Ground Lease Agreement to be entered into with the City. 9. Permitted hours and days for construction activity are 6:00 AM to 8:00 PM, Monday through Sunday. Construction hours may be extended at the discretion of the Planning and Building Safety Director. 10. The applicant shall submit a photometric lighting plan that illustrates that there is no light spillover beyond the specific plan area and Topgolf facility, for review and approval by the Planning and Building Safety Director. Direct illumination of an adjacent property is not allowed. Exterior lighting for the specific plan area and Topgolf facility shall be designed to be confined to within the project site. Light shields or visors shall be used to block light and reduce spill over light and glare as necessary. Prior to the final inspection and issuance of a certificate of occupancy, the applicant shall schedule an evening inspection with the Planning Division to verify compliance with the approved photometric lighting plan, and to ensure that lighting is appropriately shielded to the satisfaction of the director. City Council Resolution No. Exhibit A, Conditions of Approval Page 3 118 11. Maximum building height of the Topgolf facility shall be limited to 55 -feet in overall height, as measured from lowest finish grade adjacent to the building, to the highest ridgeline or parapet wall of the building. Any roof mounted light fixtures are allowed to project not more than 3 -feet above the highest ridgeline or parapet wall, for a maximum height of 58 -feet to the top of the light fixture. 12. Maximum height of the netting support poles associated with the Topgolf facility shall be limited to 175 -feet in height, as measured from adjacent grade to top of pole. 13. An overall Master Sign Program for the Topgolf facility shall be submitted and approved by the Director of Planning and Building Safety prior to installation. Impact Fee Conditions 14. Pursuant to ESMC §§ 15-27 A-1, et seq., prior to the issuance of a building and/or grading permit for the Topgolf facility, the applicant must pay a one-time library services mitigation fee. The fee amount must be based upon the adopted fee at the time the building permit is issued. 15. Pursuant to ESMC §§ 15-27 A-1, et seq., prior to the issuance of a building and/or grading permit for the Topgolf facility, the applicant must pay a one-time fire services mitigation fee. The fee amount must be based upon the adopted fee at the time the building permit is issued. 16. Pursuant to ESMC §§ 15-27 A-1, et seq., prior to the issuance of a building and/or grading permit for the Topgolf facility, the applicant must pay a one-time police services mitigation fee. The fee amount must be based upon the adopted fee at the time the building permit is issued. 17. Pursuant to ESMC §§ 15-27 A-1, et seq., prior to the issuance of a building and/or grading permit for the Topgolf facility, the applicant must pay a one-time park services mitigation fee. The fee amount must be based upon the adopted fee at the time the building permit is issued. 18. Before building permits are issued for the Topgolf facility, the applicant must pay the required sewer connection fees (as specified in ESMC Title 12-3). 19. Pursuant to ESMC §§ 15-27 A-1, et seq., and before the City issues a certificate of occupancy for the Topgolf facility, the applicant must pay a one-time traffic mitigation fee. The fee amount must be based upon the adopted fee at the time the building permit is issued. City Council Resolution No. Exhibit A, Conditions of Approval Page 4 119 Construction Conditions 20. The project site shall be fenced off with temporary chain link fencing with a green fabric backing. The fencing shall remain in place and shall be maintained in good appearance until the project has been completed, or until such time as determined by the Building Official. Another color of fabric may be utilized with prior approval from the Planning and Building Safety Department. 21. A weatherproof notice/sign to report dust, noise, or other construction -related impacts shall be posted and prominently displayed on the construction fencing clearly visible to the public from along Pacific Coast Highway. The notice/sign shall set forth the name of the person(s) responsible for the construction site and a phone number(s) to be called in the event that a construction -related impact occurs. 22. Archaeological and Native American monitoring shall be conducted for all ground disturbing activities within the project site. Monitoring shall be performed under the direction of a qualified archaeologist meeting the Secretary of the Interior's Professional Qualifications Standards for archaeology (National Park Service 1983). If cultural resources are encountered during ground -disturbing activities, work in the immediate area must halt and the find must be evaluated by the qualified archaeologist. Depending upon the nature of the find, if the discovery proves to be potentially significant under CEQA, as determined by the qualified archaeologist, additional work such as on site monitoring by a qualified Native American Tribal representative, data recovery excavation, avoidance of the area of the find, documentation, testing, data recovery, reburial, archival review and/or transfer to the appropriate museum or educational institution, or other appropriate actions may be warranted at the discretion of the qualified archaeologist. The archaeologist shall complete a report of excavations and findings, and submit the report to the Director of Planning and Building Safety. After the find is appropriately mitigated, work in the area may resume. 23. If human remains are found during ground disturbing activities, State of California Health and Safety Code Section 7050.5 states that no further disturbance shall occur until the county coroner has made a determination of origin and disposition pursuant to Public Resources Code Section 5097.98. In the event of an unanticipated discovery of human remains, the County Coroner shall be notified immediately. If the human remains are determined to be prehistoric, the coroner shall notify the Native American Heritage Commission (NAHC), which shall determine and notify a most likely descendant (MLD). The MLD shall complete the inspection of the site within 48 hours of notification and may recommend scientific removal and nondestructive analysis of human remains and items associated with Native American burials. 24. All utility lines to serve the development shall be placed underground. City Council Resolution No. Exhibit A, Conditions of Approval Page 5 120 25. The developer shall be responsible for the relocation of any existing utility necessary as a result of the development. 26. Erosion control devices shall be installed at all perimeter openings and slopes. No sediment shall leave the job site. All newly graded surfaces not immediately involved in construction shall have some method of erosion protection, i.e., mulching, fiber fabric, planting, or tackifier. 27. Water spraying or other approved methods shall be used during grading operations to control fugitive dust. Recycled water shall be used for grading operations whenever available. 28. Public sidewalks must remain open at all times. 29. Any transporting of heavy construction equipment and/or materials, which require the use of oversized transport vehicles on State highways, will require a Caltrans transportation permit. Any hauling of materials should not occur during AM and P.M peak periods of travel on State facilities during demolition and construction of the proposed project. All vehicle loads should be covered so that materials do not blow over or onto the Caltrans' Right -of -Way. 30. All haul trucks hauling soil, sand, and other loose materials must either be covered or maintain two feet of freeboard. 31. Construction vehicles cannot use any route except the City's designated Truck Routes. 32. During construction and operations, all waste must be disposed in accordance with all applicable laws and regulations. Toxic wastes must be discarded at a licensed, regulated disposal site by a licensed waste hauler. 33. All leaks, drips and spills occurring during construction must be cleaned up promptly and in compliance with all applicable laws and regulations to prevent contaminated soil on paved surfaces that can be washed away into the storm drains. 34. If materials spills occur, they must be cleaned up in a way that will not affect the storm drain system. 35. The project must comply with ESMC Chapter 5-4, which establishes storm water and urban pollution controls. 36. Before anticipated rainfall, construction dumpsters must be covered with tarps or plastic sheeting. City Council Resolution No. Exhibit A, Conditions of Approval Page 6 121 37. Inspections of the project site before and after storm events must be conducted to determine whether Best Management Practices have been implemented to reduce pollutant loadings identified in the Storm Water Prevention Plan. 38. The owner or contractor must conduct daily street sweeping along Pacific Coast Highway and Hughes Way, and conduct truck wheel cleaning to prevent dirt in the storm drain system. Truck wheel cleaning shall be conducted onsite to minimize dirt in the public right-of-way and prevent dirt in the storm drain system. 39. Storm drain system must be safeguarded at all times during construction. 40. All diesel equipment must be operated with closed engine doors and must be equipped with factory -recommended mufflers. 41. Electrical power must be used to run air compressors and similar power tools. Operational Conditions 42. Hours of operation for the Topgolf facility shall be limited to the hours of 6:OOam to 2:OOam, Monday through Sunday. 43. All music providers shall connect to the facility's in-house sound system and speakers. 44. All speakers in the outdoor terrace of the Topgolf facility shall be oriented inward and down to the facility's floors. 45. A minimum total of 464 parking spaces shall be provided to serve players, visitors, and employees of both the proposed Topgolf facility and the existing golf course facility. A minimum of 437 spaces shall be provided within the boundaries of The Lakes Specific Plan, and a minimum of 27 spaces shall be provided on the abutting West Basin Municipal Water District property to the south through a License Agreement between the City and West Basin Municipal Water District. If, in the opinion of the Director of Planning and Building Safety or of the Director of Recreation and Parks, parking impacts are observed, the applicant shall implement a valet parking program as necessary to accommodate additional parking to the satisfaction of the Director(s). Said License Agreement must be in effect prior to issuance of a Certificate of Occupancy for the Topgolf facility. In the event a License Agreement is not entered into, or if the License Agreement is terminated, the Applicant shall implement a valet parking program in accordance with the Parking Management Plan prepared by Georgia Valet Services, on file with the Director of Planning and Building Safety to accommodate a minimum of 464 parked vehicles onsite. Additionally, if, in the City Council Resolution No. Exhibit A, Conditions of Approval Page 7 122 opinion of the Director of Planning and Building Safety or of the Director of Recreation and Park, parking impacts are observed, the applicant shall implement a revised valet parking program as necessary to accommodate parking demand in excess of the 464 parked vehicles. Should the Parking Management Plan be implemented, a review of the circulation and parking operation will be conducted six months after issuance of a Certificate of Occupancy or Lease Agreement termination. At the expense of the applicant, the City will monitor parking lot operations, including the valet parking operations, for 6 -six months. Monitoring may include, but not be limited to, a two-hour in-person observation twice per month during the monitoring period at a time/day determined by the Director of Planning and Building Safety. Additionally, the Applicant is required to provide video camera footage of the parking management operation during the hours between 6:OOam and 10:OOam, and between 6:OOpm and 2:OOam on Fridays, Saturdays and Sundays for the six-month observation period. If parking and traffic circulation is considered deficient by the Planning and Building Safety Director, then the Director will develop additional operational conditions subject to review and approval by the Planning Commission at a noticed public hearing. 46. All utility equipment, including air conditioning equipment, at ground level shall be screened (from the parking area and adjacent surface streets) by landscaping and/or other screening methods as approved by the Planning and Building Safety Director. Prior to permit final, the aforementioned equipment shall be adequately screened to the satisfaction of the Director. 47. All roof -mounted equipment shall be architecturally screened from ground level view (from the parking area and adjacent surface streets) by the parapet wall and/or other screening methods as approved by the Planning and Building Safety Director. Prior to permit final, the aforementioned equipment shall be adequately screened to the satisfaction of the Director. 48. All building drainage gutters, down spouts, vents, and other roof protrusions shall be concealed from view within exterior walls. Ladders for roof access shall be mounted on the inside of the buildings. 49. All utility, mechanical, and electrical equipment, including fire risers, shall be enclosed within the buildings. 50. All buildings shall be designed to comply with all ESMC standards for the attenuation of interior noise. City Council Resolution No. Exhibit A, Conditions of Approval Page 8 123 Alcohol/Beer and Wine 51. The onsite sale and consumption of beer and wine, and/or alcohol (ABC Type 41 and ABC Type 47, respectively) are allowed in the restaurants, bars, outdoor lounge areas and entertainment areas of the clubhouse and Topgolf facilities. 52. There must be no exterior advertising of any kind or type, including advertising directed to the exterior from within, promoting or indicating the availability of specific alcoholic beverage products. Interior displays of alcoholic beverages which are clearly visible to the exterior constitute a violation of this condition. 53. All employees serving alcoholic beverages to patrons must enroll in and complete a certified training program approved by the State Department of Alcoholic Beverages Control for the responsible sales of alcohol. The training must be offered to new employees on not less than a quarterly basis. 54. Any and all employees hired to sell alcoholic beverages must provide evidence that they have either: i. Completed training in ABC- administered Leadership and Education in Alcohol and Drugs (LEAD) Program as demonstrated by an ABC -issued certificate; or, ii. Completed an accepted equivalent by ABC to ensure proper distribution of beer, wine and distilled spirits to adults of legal age. If any prospective employee designated to sell alcoholic beverages does not currently have such training, then; iii. The ABC -licensed proprietors must have confirmed with the Planning and Building Safety Department within 15 days of the Director's decision, or by final project approval, that a date certain is scheduled within the local ABC Office to complete the LEAD course. iv. Within 30 days of taking said course, the employees, or responsible employer must deliver each required certificate showing completion to the Police Department. 55. The Applicant/licensee shall not permit any loitering on the subject site. 56. The owner/applicant/licensee shall comply with and strictly adhere to all conditions of any permit issued by ABC to the applicant, and with any applicable regulations of ABC. Trash/Trash Enclosures 57. Mandatory solid waste disposal services shall be provided by a City approved waste hauler to all parcels/lots or uses affected by approval of this project. 58. The Applicant shall provide receptacles (bins) for the collection of refuse and recyclable materials, as well as a hose bib for washing collection areas. Prior to City Council Resolution No. Exhibit A, Conditions of Approval Page 9 124 the issuance of building permits, the applicant shall provide documentation from a City approved waste hauler stating that the number and size of bins provided for the collection of refuse and recyclable materials generated by the project is adequate. 59. Prior to the issuance of building permits, the Applicant shall provide documentation from a City approved waste hauler stating that the dimensions of the refuse storage enclosure are of adequate size to accommodate containers consistent with the current methods of collection, are designed with a walk-in access component, and located and designed to facilitate trash truck access and pickup. 60. Trash enclosure areas for the project shall have a non-combustible decorative cover and be either fully enclosed within the building or be enclosed by a six (6) foot high masonry wall with decorative caps that match the building's architecture. Building Safetv Division 61. All projects shall comply with EI Segundo Municipal Code, and the current edition of the California Building Code, California Electrical Code, California Mechanical Code, California Plumbing Code, California Green Building Standards and Building Energy Efficiency Standards. 62. Construction projects must comply with Best Management Practices for construction and storm -water runoff requirements of the National Pollutant Discharge Elimination System MS4 Permit. 63. Construction activity resulting in a land disturbance of one acre or more, or less than one acre but part of a larger common plan of development or sale must obtain the (SWPPP) Construction Activities Storm Water General Permit 64. A site specific soils and geotechnical report must be submitted to the Building and Safety Division for review and approval. The report shall comply with the minimum requirements of Chapter 18 of the CBC and address the possible sulfate content of the soils. 65. A stamped setback certification by a Licensed Surveyor will be required to certify the location of the new construction in relation to the setbacks prior to the first foundation inspection and stamped setback certification by a Licensed Surveyor will be required to certify the height of the structures prior to issuance of Certificate of Occupancy. 66. Plans submitted for plan check must be stamped by State -licensed architect or engineer and at a minimum shall include: • Complete structural calculations, details, notes and material specifications. City Council Resolution No. Exhibit A, Conditions of Approval Page 10 125 • Complete Accessibility Plan with a statement from a CASp indicating that a plan review has been performed and that it complies with the requirements of Chapter 11A &11 B of the CBC. • A stamped and signed survey by a Licensed Surveyor • A complete grading and drainage plan showing compliance with the Los Angeles Regional Water Quality Control Board (LARWQCB) Low Impact Development (LID) requirement. The Los Angeles County LID Manual may be used as guidelines for preparing the LID report. • Hydrology report along with hydraulic calculations. 67. Applicant to pay all Development fees, including school fee, prior to issuance of building permits. Fire Department Conditions 68. The applicant must submit and have approved by the Fire Department a Fire/Life Safety Plan, identifying fire safety precautions during demolition and construction, emergency site access during construction, permanent fire department access, fire hydrant locations and any existing or proposed fire sprinkler systems and fire alarm systems prior to issuance of the building permit. 69. The applicant must provide an automatic fire sprinkler system throughout the building, installed in accordance with California Fire Code Chapter 9 and the currently adopted edition of NFPA 13. 70. The applicant must provide a manual fire alarm system with voice evacuation throughout the building, installed in accordance with California Fire Code Chapter 9 and the currently adopted edition of NFPA 72. 71. The applicant must provide a fire apparatus access roadway. The fire apparatus access roadway must meet requirements in the adopted California Fire Code and EI Segundo Fire Department Fire Prevention Regulation A -1-a. 72. The applicant must provide the following conditions for all fire features: a. A barrier must be provided around the fire feature to prevent accidental access into the fire feature. b. The distance between the fire feature and combustible material and furnishings must meet the fire feature's listing and manufacturer's requirements. c. If the fire feature's protective barrier exceeds ambient temperatures, all exit paths and occupant seating must be a minimum 36 inches from the fire feature. City Council Resolution No. Exhibit A, Conditions of Approval Page 11 126 73. Any private fire hydrants must be installed and maintained in accordance with EI Segundo Fire Department Regulation H -2-a "Fire Hydrant and Private Fire Main System Installation". Public Works Department Conditions 74. The applicant shall comply with the conditions and requirements contained in the Inter -Departmental Correspondence transmittal from the EI Segundo Public Works Department dated May 31, 2017, a copy of which is attached hereto. Police Department Conditions 75. Prior to Certificate of Occupancy, the applicant shall provide a security plan for the provision of on-site security, subject to the review and approval by the Police Chief. 76. The applicant shall comply with the requirements contained in Municipal Code Chapter 13.20, Security Code. Miscellaneous 77. The applicant or its successors in interest shall indemnify, protect, defend (with legal counsel reasonably acceptable to the City), and hold harmless, the City, and any agency or instrumentality thereof, and its elected and appointed officials, officers, employees, and agents from and against any and all liabilities, claims, actions, causes of action, proceedings, suits, damages, judgments, liens, levies, costs, and expenses of whatever nature, including reasonable attorney's fees and disbursements (collectively "Claims") arising out of or in any way relating to this project, any discretionary approvals granted by the City related to the development of the project, or the environmental review conducted under California Environmental Quality Act, Public Resources Code Section 21000 et sea., for the project. If the City Attorney is required to enforce any conditions of approval, all costs, including attorney's fees, shall be paid for by the applicant. 78. The applicant shall comply with requirements of all Federal, State, County, and local agencies as are applicable to this project. Mitigation Measures The development shall comply with all of the following mitigation measures, as identified in the Mitigation Monitoring and Reporting Program of Resolution No. 5054, approved by the City Council on September 5, 2017: City Council Resolution No. Exhibit A, Conditions of Approval Page 12 127 Air Quality: AQ -1: In accordance with SCAQMD Rule 403, excessive fugitive dust emissions must be controlled by regular watering or other dust prevention measures, and with Rule 402, which requires implementation of dust suppression techniques to prevent fugitive dust from creating a nuisance off-site as specified in the SCAQMD's Rules and Regulations, the following shall be implemented during construction: a. All active portions of the construction site must be watered every three hours during daily construction activities and when dust is observed migrating from the Project site to prevent excessive amounts of dust. b. Appoint a construction relations officer to act as a community liaison concerning on-site construction activity including resolution of issues related to particulate matter generation. C. Pave or apply water every three hours during daily construction activities or apply non-toxic soil stabilizers on all unpaved access roads, parking areas, and staging areas. More frequent watering must occur if dust is observed migrating from the site during site disturbance. d. Any on-site stockpiles of debris, dirt, or other dusty material must be enclosed, covered, watered twice daily, or non-toxic soil binders shall be applied. e. All grading and excavation operations must be suspended when wind speeds exceed 25 miles per hour. f. Disturbed areas must be replaced with ground cover or paved immediately after construction is completed in the affected area. g. Track -out devices such as gravel bed track -out aprons (3 inches deep, 25 feet long, 12 feet wide per lane and edged by rock berm or row of stakes) are required to reduce mud/dirt trackout from unpaved truck exit routes. Alternatively a wheel washer must be used at truck exit routes. h. On-site vehicle speed must be limited to 15 miles per hour. i. All material transported off-site must be either sufficiently watered or securely covered to prevent excessive amounts of dust before departing the job site. j. Reroute construction trucks away from congested streets or sensitive receptor areas. Hazards and Hazardous Materials: HAZ-1: Before a Demolition Permit is issued, an environmental professional with Phase II/site characterization experience must conduct an inspection of existing onsite structures. The inspection must determine whether or not testing is required to confirm the presence or absence of hazardous substances in building materials (e.g., sinks, drains, piping, flooring, walls, ceiling tiles). Should testing be required and results determine that hazardous substances are present in onsite building materials, the Phase II/site characterization specialist must determine appropriate City Council Resolution No. Exhibit A, Conditions of Approval Page 13 128 prevention/remediation measures that are required and/or the methods for proper disposal of hazardous waste at an approved landfill facility, if required. Noise: N-1: Before the City issues the grading permit, the Project Applicant must demonstrate, to the satisfaction of the Director of Public Works that the Project complies with the following: • All construction equipment must be equipped with mufflers and sound control devices (e.g., intake silencers and noise shrouds) no less effective than those provided on the original equipment and no equipment shall have an un -muffled exhaust. • The contractor must maintain and tune-up all construction equipment to minimize noise emissions. • Stationary equipment must be placed so as to maintain the greatest possible distance to the sensitive receptors. • All equipment servicing must be performed so as to maintain the greatest possible distance to the sensitive receptors. • Impact tools (e.g., jack hammers, pavement breakers, and rock drills) used for Project construction are required to be hydraulically or electronically powered wherever possible to avoid noise associated with compressed air exhaust from pneumatically powered tools. However, where use of pneumatic tools is unavoidable, an exhaust muffler must be used; this muffler can lower noise levels from the exhaust by up to approximately 10 dBA. External jackets on the tools themselves must be used where feasible, and this could achieve a reduction of 5 dBA. Quieter procedures must be used, such as drills rather than impact equipment, whenever feasible. • A qualified "Noise Disturbance Coordinator" will be retained amongst the construction crew to be responsible for responding to any local complaints about construction noise. When a complaint is received, the Disturbance Coordinator shall notify the City within 24 hours of the complaint and determine the cause of the noise complaint (e.g., starting too early, malfunctioning muffler, etc.) and implement reasonable measures to resolve the compliant, as deemed acceptable by the Director of Planning and Building Safety. • Select demolition methods to minimize vibration, where possible (e.g., sawing masonry into sections rather than demolishing it by pavement breakers). By signing this document, on behalf of ES CenterCal, LLC, certifies that he/she has read, understands, and agrees to the Project Conditions listed in this document. City Council Resolution No. Exhibit A, Conditions of Approval Page 14 129 Name: Title: {If Corporation or similar entity, needs two officer signatures or evidence that one signature binds the company) City Council Resolution No. Exhibit A, Conditions of Approval Page 15 130 TO: Eduardo Schonborn, Principal Planner FROM: Ken Berkman, Public Works Director CC: Sam Lee, Director of Planning and Building Safety Lifan Xu, City Engineer Orlando Rodriguez, Senior Civil Engineer DATE: May 31, 2017 SUBJECT: EA -1135, 400 S Sepulveda Blvd. (TopGolf) The following are the Public Works Department's Conditions of Approval for the subject project. 1. Applicant shall comply with all terms of the Agreement with the City, #4924-1 and all subsequent amendments. 2. Any existing water meters, potable water service connections, fire backflow devices and potable water backflow devices must be upgraded to current City Water Division standards. These devices shall be placed or relocated onto private property. 3. The applicant must submit plans for water system upgrades to the City of EI Segundo Public Works Department for review and approval, including traffic control plans for work in the Public right-of-way (ROW). 4. The Project must comply with the National Pollutant Discharge Elimination System (NPDES) Permit requirements and provide Best Management Practices (BMPs) for sediment control, construction material control and erosion control. All NPDES Permit requirements must be provided for prior to issuance of any permit for Demolition, Drainage, or Grading, as applicable. 5. The grading and drainage plan must be provided by a State -licensed Civil Engineer. Hydrologic and hydraulic calculations must be submitted to size appropriate storm drain facilities to control on-site drainage and mitigate off- site impacts. All plans and studies shall be prepared by a State -licensed Civil Engineer and approved by the City Engineer prior to issuance of a Grading Permit. 131 6. A utility plan shall be provided that shows all existing and proposed utility lines and their sizes (sewer, water, gas, storm drain, electrical, etc.), including easements, around the project site. The required fees will be determined based upon the information provided on the Site plan. 7. No construction -related parking or materials staging shall be permitted on or within the Public ROW. 8. Prior to commencing work, applicant shall secure all necessary permits from the Public Works Department, including lane closures. 9. All on-site drainage devices, concrete curbs and gutters, sidewalks, drive approaches, and roadway/parking lot pavement shall be designed and constructed in compliance with the latest edition of the American Public Works Association Standard Plans ("APWA Standards") and the Standard Specifications for Public Works Construction (Greenbook), to the satisfaction of the City Engineer. 10. Sepulveda Boulevard is a Caltrans -owned and maintained roadway. All work performed within Caltrans ROW requires review and approval by Caltrans and a Caltrans -issued permit. 11. At the sole cost and expense of the Property Owner, any broken or damaged public infrastructure resulting from construction of the Project shall be repaired and reconstructed as noted in condition numbers 9 and 10. 12. All Project related solid and recyclable waste material handling shall be in accordance with any and all existing State laws at the time of Building Permit issuance. Records demonstrating compliance shall be provided to the Building Official and Public Works Director prior to issuance of a Certificate of Occupancy. 13. Pursuant to condition #12, reasonable efforts shall be used to reuse and recycle construction and demolition debris, to use environmentally friendly materials, and to provide energy efficient buildings, equipment and systems. A Demolition Debris Recycling Plan that indicates where select demolition debris is to be sent shall be provided to the Building Official prior to the issuance of a demolition permit. The Plan shall list the material to be recycled and the name, address, and phone number of the facility of organization accepting the materials. 14. A Construction Management Plan prepared by the construction contractor, which identifies the areas of construction staging, temporary power, portable toilet, and trash and material storage locations, shall be submitted to and approved by the Building Official and City Engineer. Prior to commencement 132 of work the construction contractor shall advise the Public Works Inspector and the Building Inspector (`Inspectors") of the construction schedule and shall meet with the Inspectors. 15. A Pedestrian Protection Plan shall be submitted to and approved by the Building Official and City Engineer. Such plan shall identify all areas of pedestrian protection and indicate the method of pedestrian protection or pedestrian diversion when required. When pedestrian diversion is required, the Pedestrian Protection Plan must also be approved. 16. Prior to issuance of a Certificate of Occupancy, all unused driveways must be closed off with full height curb, gutter and sidewalk per Greenbook and APWA standards, as applicable to match the existing site conditions. 17. The applicant must provide a potable water service laterals and water meters for the lot. The location and sizes of all proposed water meters must be approved by the Public Works Department/Water Division. 18. The proposed Project may affect the capacities of the existing sewer main lines. Applicant must provide the City with current and proposed daily sewage use calculations. The City will review the calculations and will inform the applicant if sewer main upgrades are necessary. If sewer main upgrades are necessary, the applicant will provide a one-week flow analysis on manholes and a sewage flow study for the proposed improvements, and design and construct the necessary upgrades to the satisfaction of the City Engineer. Design must be approved by the City Engineer prior to issuance of a Building Permit; Construction must be completed and accepted by the Public Works Director prior to issuance of a Certificate of Occupancy. 19. The sewer connection fee for this project must be paid to the Los Angeles County Sanitation District. They can be reached at 310.638.1161. 20. The applicant must provide sewer laterals with cleanouts and pay the required sewer connection fees. 21. Any unused water or sanitary sewer laterals must be abandoned and properly capped at the City main. The contractor must obtain necessary permits and licenses, and provide traffic control plans and shoring plans. 22. All Record Drawings ("As-Builts") and supporting documentation shall be submitted to the Public Works Engineering Division prior to scheduling the project's final inspection. 133 23. A Construction Traffic Management Plan shall be prepared by a State -licensed Traffic or Civil Engineer. The Construction Traffic Management Plan shall be submitted to the City Engineer for review and approval prior to the issuance of any Project demolition, grading, or drainage permit. The Construction Traffic Management Plan shall also be reviewed and approved by the City's Fire and Police Departments. The City Engineer reserves the right to reject any engineer at any time and to require that the Plan be prepared by a different engineer. The Construction Traffic Management Plan shall contain, but not be limited to, the following: a. The name and telephone number of a contact person who can be reached 24 hours a day regarding construction traffic complaints or emergency situations. b. An up-to-date list of local police, fire, and emergency response organizations and procedures for the continuous coordination of construction activity, potential delays, and any alerts related to unanticipated road conditions or delays, with local police, fire, and emergency response agencies. Coordination shall include the assessment of any alternative access routes that might be required through the Property, and maps showing access to and within the Property and to adjacent properties. c. Procedures for the training and certification of the flag persons used in implementation of the Construction Traffic Management Plan. d. The location, times, and estimated duration of any roadway closures, traffic detours, use of protective devices, warning signs, and staging or queuing areas. e. The location and travel routes of off-site staging and parking locations. 134 LOT LINE ADJUSTMENT CONDITIONS 1. Provide current Preliminary Title Report (within 30 -days). 2. Application must be completed and signed by the property owners. 3. Show all existing and proposed easements. 4. Provide a legal description and plat showing clearly delineating existing and proposed lot lines. Provide closure calculations. 5. Provide acreage (before and after) of each lot. 6. Must be prepared by a State -licensed Land Surveyor, or properly State - licensed Civil Engineer. 135 EL SEGUNDO POLICE DEPARTMENT ' Plan Check Corrections „ c Plan Checker: Laurie Risk, Crime Prevention Analyst ¢ �` (310) 524-2274 Review Date: July 14, 2016 EA -1135, SUB 16-03 — Top Golf Facility Address: 400 S. Sepulveda BI. Owner Name: City of EI Segundo Phone: ----- Applicant Name: ES Centeral, LLC Phone: INSTRUCTIONS: Prior to approval, the plans must indicate the information, revisions, and/or corrections indicated below. To the left of the corrections, please indicate the sheet number of the plans on which the correction has been made. Cloud all corrections on plans. Notes are not acceptable. ADDRESSING The street addressing shall be a minimum of 6 inches high, visible from the street or driving surface, of contrasting color to the background and directly or backlit illuminated during hours of darkness. • Note on the plans how the addressing will be illuminated (direct or backlit). 2. All addressing locations and sizes shall be depicted on the elevation pages. LANDSCAPING 1. All landscaping shall be low profile around perimeter fencing, windows, doors and entryways taking special care not to limit visibility or provide climbing access. Floral or grass ground cover is recommended. Bushes shall be trimmed to 2 to 3 feet and away from buildings. Dense bushes shall not be clumped together; this provides a hiding place for criminal activity. Trees shall be trimmed up to 7 feet. 2. Trees/bushes/shrubs shall not be planted next to or near any light fixture or light standard. When grown to maturity this landscaping will block the light and reduce lighting on the ground surface. • Are you intending to plant trees throughout in the parking lot? If so, where are they located in relation to the light standards? LIGHTING (Photometric Studv - Sheet 13): 1. The parking lot, all entry and service doors, bicycle racks, sidewalks and trash dumpster shall be illuminated with a maintained minimum of one footcandle of light on the ground surface during hours of darkness. 2. A photometric study, which includes all of the above, shall be provided prior to issuing the Building Permit. 3. A site plan shall be provided showing buildings, parking areas, walkways, and the point -by -point photometric calculation of the required light levels. Footcandles shall be measured on a horizontal plane and conform to a uniformity ratio of 4:1 average/minimum. 4. Street lighting shall not be included in the calculations. 136 EA -1135, SUB 16-03 — Top Golf / 400 S. Sepulveda BI. Police Corrections / July 14, 2016 Page two EXTERIOR LADDERS 1. Exterior mounted ladders are prohibited except: o Ladders with a minimum 1/8 inch thick steel plate, securely attached to the ladder edge on each side and extending to within two inches of the wall for a height of ten feet above ground level. A door or cover shall be securely attached to the front of the ladder and be constructed of a minimum 1/8 -inch steel, extending from ground level to at least ten feet high. The ladder door shall have nonremovable hinge pins and be locked tight against the side wall by a locking mechanism with a minimum five pin tumbler operation, and attached with nonremovable bolts from the exterior; or, o Ladders beginning at a height of ten feet above ground. SECURITY CAMERAS (Include notes in plan) 1. Security cameras shall be installed in all new commercial/retail establishments if the Police Department deems it necessary due to the type of business, hours of operation, location and propensity to crime. 2. The Police Department shall determine the monitoring and recording location of the security cameras, which include, but are not limited to: receiving areas, cash handling/counting areas, the manager's office, the safe, all access doors and any other areas deemed necessary by the Police Department. 3. Monitor and recording equipment shall be stored in a secure area (ex. manager's office). 4. The Police Department's minimum camera requirements shall be listed after the Camera Specifications. 5. Camera Specifications: • All security cameras shall be in color. • Cameras, especially those viewing customers as they enter the business or stand at cash registers, shall capture the individual from the waist to the top of the head, straight on. • If storefront windows and entry doors are constructed of glass, cameras shall be positioned to face away from them to prevent glare. • Cameras facing Point of Sale shall be slightly off set so the employee at the register does not block full view of the customer. • Cameras shall be situated low enough so that caps/hats or other disguises (typically used when committing a crime) will not obstruct the view of the individual's face. This will provide the best possible picture for identification during the investigation process. • Interior cameras: the maximum mounting height shall be 8 feet. Parking lot cameras: the maximum mounting height shall be 10-12 feet. • The recording equipment shall be digital and shall have a minimum of twenty one (21) days of storage capacity. • Cameras shall be of the highest resolution. • There shall be a monitor connected to the recording equipment to play back and review the video. The equipment shall be stored in a secure area (ex. manager's office). • Security camera recordings shall be made available to law enforcement. 137 EA -1135, SUB 16-03 — Top Golf / 400 S. Sepulveda BI. Police Corrections / July 14, 2016 Page three 6. The minimum camera locations for this project shall capture, but is not limited to: • All public access doors, facing the customers as they exit. • Customers as they stand at all points of sale. • The parking lot and driveway entrances (capturing the license plate). • Each safe. • Public Restroom doors. • The lobby desk/lobby area. • First floor stairwell doors and elevator lobby. • Bar seating and bar area seating. • Cafe seating area. SAFE 1. A safe shall be installed in all commercial/retail businesses in a secured location (ex: manager's office) and shall be equipped with suitable anchors in concrete blocks or to the premises in which it is located. • Note in plans the location of each safe and that it "shall be equipped with suitable anchors in concrete blocks or to the premises in which it is located." DOCK AREA 1. Sectional/roll-up door(s) shall have an interior locking device located on each side of the door (padlocks or cane bolts can be used). STAIR WELL DOORS (INTERIOR AND EXTERIOR) 1. Pedestrian doors which provide access to stairwells shall be constructed and equipped as follows: • A minimum 100 square inch vision panel with the width not less than five inches shall be installed to provide visibility into the area being entered. Vision panels shall meet requirements of the Uniform Building Code. • Secured exterior doors with vision panels shall preclude manipulation of the interior locking device from the exterior. DOORS/HARDWARE 1. Entry doors: • See EI Segundo Police Department Approved hardware below 2. All cash handling rooms and manager's office shall have: • A deadbolt locking device. • See EI Segundo Police Department Approved hardware below. • A wide-angle (190-200 degrees) door viewer installed, mounted no more than fifty eight inches from the bottom of the door. 138 EA -1135, SUB 16-03 — Top Golf / 400 S. Sepulveda BI. Police Corrections / July 14, 2016 Page four EI Segundo Police Department Approved Security Hardware Single Or Double Swing / Hollow Metal And Wood Doors Only: • Schlage L9453 or equal lockset (Grade 1 lockset with 1" throw bolt) o with the equivalent of an MS 4043 cylinder guard. • Electrified L9453 or equal (Grade 1 lockset with 1" throw bolt) o with the equivalent of an MS 4043 cylinder guard. o A latch bolt by itself is not acceptable • A latch guard shall be placed over single swing entry doors. If the door is recessed, a recessed latch guard shall be installed. Hollow Metal Double Door Only: • Must have a full length steel astragal (Pemko 357 or equal), not aluminum. Inactive door is to have auto -releasing flush bolts, header and threshold, with a min '/2 " embedment. Single Or Double Swing Doors where panic hardware is required (wood, hollow metal and aluminum): • Von Duprin or equal vertical rod panic hardware [panic bar shall be offset on both sides — Adams Rite is not acceptable for this application on aluminum doors only • There shall be no mail slot located within 40" of the door, where the push bar can be manipulated by reaching through. Sinqle Door Alternative where panic hardware is required: • Rim Panic with the installation of an exterior 12 inch astragal. If astragal can't be installed a vertical rod panic device will be required. Aluminum/Glass Doors only where panic hardware is not required: • Single Swing: Adams Rite MS1890 Hook bolt with an Adams Rite 4002 Flat Armored Trim Strike plate, or, Keedex surface mounted armored strike or equal (meeting a minimum 1500 pound sheer force) o with a MS 4043 Cylinder Guard or equal. • Double Swing: MS 1850 Laminate Swing Bolt (1 %") and: o an MS 4043 Cylinder Guard or equal. o An Adams Rite 4085 header bolt or equal o and a Adams Rite MS 4002 Radius Armored Trim Strike plate designed for double doors or equal. Hinges: • All exterior hinges, whether off a common corridor or to the ext of the building will require that all three hinges have an NRP designation (non -removable pin) set screw. • HARDWARE LISTED ARE EXAMPLES. HOWEVER, ANY EQUAL GRADE IS ACCEPTABLE AFTER CUT SHEETS ARE PROVIDED AND MEETS WITH THE POLICE DEPARTMENT APPROVAL. 139 EA -1135, SUB 16-03 — Top Golf / 400 S. Sepulveda BI. Police Corrections / July 14, 2016 Page five TRAFFIC DIVISION CONCERNS (Sqt. Mike Gill) 1. None. RETURN THIS SHEET WITH REVISED PLANS AND SPECIFICATION WHEN CORRECTIONS HAVE BEEN MADE. Reviewed and approved by: Mitch Tavera, Chief of Police Date 140 Attachment H Proposed Ordinance No 141 DRAFT ORDINANCE NO. AN ORDINANCE APPROVING AND ADOPTING SPECIFIC PLAN NO. SP 16-02, ZONE CHANGE NO. ZC 16-01, AND ZONE TEXT AMENDMENT NO. ZTA 16-04, AMENDING THE EL SEGUNDO ZONING MAP AND AMENDING § 15-3-2(A) OF THE EL SEGUNDO MUNICIPAL CODE FOR THE LAKES SPECIFIC PLAN PROJECT LOCATED AT 400 PACIFIC COAST HIGHWAY. The City Council of the City of EI Segundo does ordain as follows: SECTION 1: The City Council finds and declares as follows: A. On June 20, 2016, CenterCal Properties, LLC, filed an application for Environmental Assessment No. EA -1135, General Plan Amendment No. 16-01, Zone Change No. ZC 16-01, Specific Plan No. SP 16-02, Zone Text Amendment No. ZTA 16-04, Site Plan Review No. 16-01, Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05 for approval of a specific plan and related discretionary entitlements to facilitate a development project at the Lakes golf course consisting of replacing an existing driving range and hitting bays with a three-story golf -themed commercial recreation and entertainment facility, including hitting bays, a restaurant/bar, and other supporting accessory uses to be operated under the "Topgolf" brand (the "Project"). Additional project improvements include demolition of the existing clubhouse and reconstruction of a smaller clubhouse, modification of the fairways and layouts of three holes at the existing 9 -hole executive golf course, new golf course lighting, and modification and expansion of the existing parking to accommodate additional parking to serve the facility; B. After submittal of additional information, Staff deemed the project applications complete on August 31, 2016; C. Pursuant to the provisions of the California Environmental Quality Act, Public Resources Code Sections 21000 et. seq. ("CEQA"), the State's CEQA Guidelines, California Code of Regulation, Title 14, Section 15000 et. seq., the City's Local CEQA Guidelines (City Council Resolution No. 2805, adopted March 16, 1993), and Government Code Section 65962.5(f) (Hazardous Waste and Substances Statement), the City of EI Segundo prepared an Environmental Impact Report (State Clearinghouse Number 2016091003) (the "EIR"); D. The City prepared an Initial Environmental Study (the "Initial Study") for the Project pursuant to Section 15063 of the CEQA Guidelines, 142 and on September 1, 2016, the Initial Study (IS) and Notice of Preparation (NOP) were released to the public and public agencies for a comment period of 33 days (through October 3, 2016). On September 1, 2016, a Public Notice was mailed to property owners within a 300 -foot radius from the subject property, the Notice was published in the El Segundo Herald, and the Notice was posted on the City's website. Lastly, a copy of the Initial Study was made available at the public counter at City Hall and the local library, and was made available on the City's website for the public to download and review; E. On September 8, 2016, the Planning Commission conducted a public scoping meeting to provide a forum for agencies and members of the community to provide verbal comments on the IS/NOP; F. After the NOP comment period ended, the Draft EIR was prepared taking the comments into account. After completing the Draft EIR, the document was made available to the public on January 26, 2017 for a 47 -day public comment period that concluded on March 13, 2017; G. On February 2, 2017, City Staff hosted a noticed public commenting session to provide the public with an opportunity to submit verbal comments, in addition to the typical written comments, on the Draft EIR. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice was posted at The Lakes clubhouse facility, and a Notice was posted on the City's website; H. On May 25, 2017, the Final EIR was completed and Notice was provided via mail to all property owners within a 300 -foot radius of the subject site, and on May 25, 2017 a Notice was published in the El Segundo Herald announcing that a public hearing was scheduled with the Planning Commission on June 8, 2017 to review the Final EIR and the entitlement applications for the proposed project; On June 8, 2017, the Planning Commission conducted a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City staff and public testimony, and the applicant; J. On June 8, 2017, at the request of the Applicant, the Planning Commission continued the public hearing to June 22, 2017; 2 143 K. On June 22, 2017, the Planning Commission continued the public hearing to July 13, 2017; L. On July 13, 2017, the Planning Commission adopted Resolution No. 2821 recommending that the City Council approve Environmental Assessment No. EA -1135, General Plan Amendment No. 16-01, Zone Change No. ZC 16-01, Specific Plan No. SP 16-02, Zone Text Amendment No. ZTA 16-04, Site Plan Review No. 16-01, Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05; M. The City Council of the City of EI Segundo held a duly noticed public hearing on September 5, 2017, to review and consider the staff report prepared for the project, receive public testimony, and review all correspondence received on the project; N. On September 5, 2017, the City Council adopted Resolution No. 5054, certifying the EIR, making certain environmental findings of fact, and adopting a Mitigation Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project; O. On October 3, 2017, the City Council considered the entitlements associated with the project, such as a General Plan Amendment, Zone Change, Zone Text Amendment, Lakes Specific Plan, Lot Line Adjustment and Conditional Use Permit for the TopGolf Project; however, motions to approve the Ordinance project failed, and the City Council did not approve the project; P. Subsequently, in late 2017 and early 2018, the City Council directed staff to issue a Request for Proposals (RFP) for the Lakes golf course to determine whether other recreational uses or projects might be conducted on the Property; Q. In September 2018, the City Council selected the proposed Applicant/Developer and Topgolf project as one of two finalists and the parties are attempting to negotiate a lease with respect to the operation of the Lakes; R. On November 21, 2018, the Applicant filed a request that the City reconsider the proposed Lakes Specific Plan and Topgolf project as presented and analyzed in 2017; S. On December 20, 2018, the Applicant submitted a slightly modified version of the project, which included the following modifications: • The upper level roof terrace would decrease from 2,687 GSF to 1,364 GSF, 3 144 • The previously proposed 2,084-GSF bar on the middle level is excluded and a new 1,648-GSF bar is proposed on the upper level, • The previously proposed middle level 2,897-GSF of event space is excluded, and 2,085 GSF of new event space is proposed on the upper level, • A new 1,466 -SF kitchen and 960 -SF dining area are proposed on the middle level- no kitchen or dining area were previously proposed on the middle level, • The ground level kitchen would decrease from 2,410 SF to 1,346 SF, • A new 1,936 -SF bar is proposed on the ground level- no bar was previously proposed on the ground level, • The ground level 1,655 -SF lounge area is excluded, and • The upper level 240 -SF lounge area is excluded. T. On January 8, 2019, the City's environmental consultant completed an independent review of the modified project and determined that no new significant environmental impacts would result, the modifications would not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. Thus, the City's environmental consultant concluded that the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. U. On January 10, 2019, a Notice was published in the El Segundo Herald and Notice mailed to property owners within a 300 -foot radius from the subject property, announcing that a public hearing was scheduled with the Planning Commission on January 24, 2019, to consider the proposed modified project; V. On July 25, 2019, the EI Segundo Planning Commission held a noticed public hearing to receive public testimony and other evidence regarding the application including information provided by city staff; and, adopted Resolution No. 2856 recommending that the City Council approve the proposed amendments; W. On October 15, 2019, the City Council held a public hearing and considered the information provided by City staff and public testimony regarding this Ordinance; and, X. This Ordinance and its findings are made based upon the entire administrative record including testimony and evidence presented to the Planning Commission at its June 8, and July 13, 2017 public hearings and upon the evidence presented to the City Council at its 4 145 September 5, 2017 public hearing including, and based upon the evidence presented to the Planning Commission at its January 24, 2019 public hearing and upon the evidence presented to the City Council at its October 15, 2019 public hearing and the staff report submitted by the Planning and Building Safety Department. SECTION 2: Environmental Assessment. The Council makes the following environmental findings: A. Pursuant to CEQA Guidelines Sections 15064 and 15081, and based upon information contained in the Initial Study, the City ordered the preparation of an Environmental Impact Report ("EIR") for the Project. The City contracted with independent consultants for the preparation of the technical studies for the EIR and on September 1, 2016, prepared and sent a Notice of Preparation of the EIR to responsible, trustee, and other interested agencies and persons in accordance with Guidelines Section 15082(a). Comments on the Notice of Preparation were accepted during the 33 -day comment period ending on October 3, 2016. During the scoping period, the City held an advertised public meeting on September 8, 2016, to facilitate public input regarding the scope of the EIR. B. The City completed the Draft EIR, together with those certain technical studies (the "Appendices"), on January 26, 2017. The City circulated the Draft EIR and the Appendices to the public and other interested parties from January 26, 2017 through March 13, 2017, for a 47 -day comment period. In addition to receiving written comments submitted during this time, public comments were received at an advertised public commenting session on February 2, 2017. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice posted at The Lakes clubhouse facility, and a Notice was posted on the City's website. C. During the Draft EIR public comment period, including at the February 2, 2017 public commenting session, the City received numerous letters and comments. Responses to each of the individual comments were prepared and made available on May 25, 2017. The comments and responses are part of section 11.3 of the Final EIR, and are incorporated herein by reference. The written responses to comments were made available for public review in the Planning and Building Safety Department, at the EI Segundo Public Library and on the City's website. After reviewing the responses to comments, the revisions to the Draft EIR, and the Final EIR, the Planning Commission finds that the information and issues raised by 5 146 the comments and the responses thereto do not constitute significant new information requiring recirculation of the EIR. D. The Final EIR is comprised of the Draft EIR, an errata thereto, comments and recommendations received on the Draft EIR, a list of persons, organizations and public agencies commenting on the Draft EIR, the City's Responses to Comments, and the Mitigation Monitoring and Reporting Program. E. The Planning Commission has independently reviewed and considered the content of the Final EIR, all written and oral public communications, and all other evidence before the Commission prior to making a recommendation to the City Council on the proposed project. The Planning Commission hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment of the City. Although minor revisions have been made to the Draft EIR in response to comments received during the public process, no significant new information has been added to the EIR since public notice was given of the availability of the Draft EIR for public review. Consequently, recirculation of the EIR is not required pursuant to Section 15088.5 of the CEQA Guidelines. F. The comments regarding the Draft EIR and the responses to those comments were received by the Commission; that the Planning Commission received documents and public testimony regarding the adequacy of the EIR; and the Planning Commission has reviewed and considered all such documents, testimony and the Final EIR prior to making its recommendation to the City Council on the Project. In accordance with Guidelines Section 15090, the Planning Commission hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment and analysis of the City. G. Based upon the Final EIR and the record before the Planning Commission, the Commission finds the Project will not cause any significant environmental impacts after mitigation. Detailed explanations for why the impacts were found to be less than significant are contained in the draft Findings of Fact attached as Exhibit A to this Resolution. H. The EIR describes, and the Planning Commission fully considered, a reasonable range of alternatives to the Project. On the whole, the proposed Project is environmentally superior to other feasible alternatives. Thus, all other alternatives and variations are infeasible or not environmentally preferable for the reasons set forth in the Findings of Fact. 6 147 On the basis of the FEIR and the record of proceedings in this matter, the Commission finds that the proposed Project would not result in temporary or permanent significant and unavoidable effects for any of the environmental issue areas identified in Appendix G of the State CEQA Guidelines. Therefore, no Statement of Overriding Considerations is necessary. J. Although the project has been slightly modified, as described above in Section 1.S, no new significant environmental impacts result from the modified project, the modifications do not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. As such, the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. SECTION 3: The City Council approves Zone Change No. 16-01, amending the Zoning Map to change the zoning designation of the Project area at 400 Pacific Coast Highway from Open Space (O -S) to The Lakes Specific Plan (TLSP), as set forth and illustrated in attached Exhibit "A", based on the following factual findings: A. The proposed Zone Change is necessary to carry out the proposed project because the proposed General Plan Amendment would change the land use classification of the project site from Parks, to The Lakes Specific Plan. The proposed Zone Change is necessary to maintain consistency with the proposed General Plan land use designation of The Lakes Specific Plan. B. The purpose of ESMC Title 15 is to implement the goals, objectives and policies of the EI Segundo General Plan. The zone change is consistent with the General Plan goals, objectives and policies discussed in Section 4 of this resolution. SECTION 4: Specific Plan. The City Council makes the following findings: A. Specific Plans create "mini -zoning" regulations for land uses within particular areas of the City. All future development plans and entitlements within the Specific Plan boundaries must be consistent with the standards set forth in the adopted Specific Plan, even when they may be different from the general regulations within the ESMC. B. The proposed specific plan is in the public interest, and there will be a community benefit resulting from the specific plan. The Lakes Specific Plan provides flexibility for The Lakes golf course to expand its existing operations or develop new facilities that are compatible 7 148 with the existing facilities and uses. The Specific Plan includes a development concept that accounts for and allows for the Topgolf facility; includes new land use and zoning categories and identifies the properties that are effected; includes design guidelines to help promote high-quality development; and development standards to address uses, lot area, height, setbacks, floor area, parking, landscaping and signage. All development in the project area is subject to the development standards and requirements of the specific plan. The Lakes Specific Plan is set forth and illustrated in attached Exhibit "B". SECTION 5: Zone TextAmendment Findings. Based on the factual findings of this Resolution, the proposed Zone Text Amendment is necessary to carry out the proposed project to establish the proposed The Lakes Specific Plan (TLSP) Zone. An amendment to ESMC § 15-3-2(A)(11) to create The Lakes Specific Plan (TLSP) Zone is necessary for consistency with the General Plan. SECTION 6: EI Segundo Municipal Code (ESMC) §15-3-2, subsection (a) is amended to add subsection (11) to read as follows: 11. The Lakes Specific Plan: There is one zone intended to be used within the boundaries of The Lakes Specific Plan. The zone is: TLSP — The Lakes Specific Plan Further. The Lakes Specific Plan area is comprised of two subareas identified as PUB-REC/OS (Public Recreation/O_aen S_aace) and COM- REC/OS (Commercial Recreation/Ogen Space)" SECTION 7: Specific Plan Findings. Creation of The Lakes Specific Plan (TLSP) is desirable to implement the Project. Without amending the ESMC, the current zoning would not permit commercial entertainment and recreational development. An amendment to ESMC § 15-3-2(A) to create The Lakes Specific Plan (TLSP) is necessary for consistency with the General Plan. SECTION 8: Actions. The City Council takes the following actions: A. The City's Zoning Map is amended by changing the Project site from "Open Space (O -S) to The Lakes Specific Plan (TLSP)." The corresponding changes to the Zoning Map are set forth in attached Exhibit "A". B. The Lakes Specific Plan is adopted as set forth in attached Exhibit "B," which is incorporated into this Ordinance by reference. C. To the extent they are not otherwise adopted or approved by this 8 149 Ordinance, the City Council approves General Plan Amendment No. 16-01, Zone Change No. ZC 16-01, Specific Plan No. SP 16-02, Zone Text Amendment No. ZTA 16-04. SECTION 9: Technical Corrections. The City Manager, or designee, is authorized to make technical corrections, in a form approved by the City Attorney, to maps, diagrams, tables, and other, similar, documents (collectively, "Maps") that may be required to reconcile the changes made by this Ordinance with amendments made to the Zoning Map by other City Council action in unrelated land use applications. SECTION 10: Reliance on Record. Each and every one of the findings and determinations in this Ordinance are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the City Council in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 11: Limitations. The City Council's analysis and evaluation of the Project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the City Council's knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. SECTION 12: Summaries of Information. All summaries of information in the findings which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding, is not based in part on that fact. SECTION 13: Effectiveness of ESMC. Repeal or amendment of any provision of the ESMC will not affect any penalty, forfeiture, or liability incurred before or preclude prosecution and imposition of penalties for any violation occurring before this Ordinance's effective date. Any such repealed part will remain in full force and effect for sustaining action or prosecuting violations occurring before the effective date of this Ordinance. SECTION 14: Recordation. The City Clerk is directed to certify the passage and adoption of this Ordinance; cause it to be entered into the City of EI Segundo's book of original ordinances; make a note of the passage and adoption in the records of this meeting; and, within fifteen (15) days after the passage and adoption of this Ordinance, cause it to be published or posted in accordance with California law. 9 150 SECTION 15: Severability. If any part of this Ordinance or its application is deemed invalid by a court of competent jurisdiction, the city council intends that such invalidity will not affect the effectiveness of the remaining provisions or applications and, to this end, the provisions of this Ordinance are severable. SECTION 16: Effective Date. This Ordinance will go into effect and be in full force and effect on the thirty-first (31st) day after its passage and adoption. PASSED AND ADOPTED this day of 2019. Mayor ATTEST: STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) SS CITY OF EL SEGUNDO ) I, Tracy Weaver, City Clerk of the City of EI Segundo, California, do hereby certify that the whole number of members of the City Council of said City is five; that the foregoing Ordinance No. was duly introduced by said City Council at a regular meeting held on the day of , 2019, and was duly passed and adopted by said City Council, approved and signed by the Mayor, and attested to by the City Clerk, all at a regular meeting of said Council held on the day of , 2019, and the same was so passed and adopted by the following vote: AYES: NOES: ABSENT: ABSTAIN: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney 10 151 EXHIBIT A 400 South Pacific Coast Highway F Proposed Zoning Designation _ City of El Segundo The Lakes Specfific Plan Draft Ordinance No. Exhibit "B" THE LAKE S SPECIFIC PLAN Specific Plan No. SP 16-02 October 15, 2019 153 THE LAKES SPECIFIC PLAN TABLE OF CONTENTS I. INTRODUCTION..............................................................................................................1 A. Specific Plan Area.................................................................................................... l B. Background..............................................................................................................2 II. OVERVIEW OF THE SPECIFIC PLAN.......................................................................9 A. Purpose and Authority of Specific Plan...................................................................9 B. Specific Plan Scope and Goals..............................................................................10 C. Consistency with the General Plan........................................................................10 D. Entitlements......................................................................16 E. Existing Land Uses.............................................................. .........................17 III. LAND USE PLAN...........................................................................................................18 A. Development Concept............................................................................................18 B. Land Use Plan........................................................................................................19 C. Phasing...................................................................................................................26 D. Circulation Plan ...........................F*********"***'*"*****"*"*"****""**"""**********'*'********** 26 E. Grading Concept....................................................................................................26 IV. EXISTING UTILITIES AND INFRAS CTURE..................................................27 A. Water Service.........................................................................................................27 B. Reclaimed Water....................................................................................................39 C. Sewer Service.........................................................................................................29 D. Drainage .............................................................................................................32 E. Gas ......................................................................................................................34 F. Electric ...........................................................................................................34 G. Telecommunications Utilities................................................................................34 H. Solid Waste Disposal.............................................................................................36 I. Fire Protection........................................................................................................36 J. Police Services.......................................................................................................36 V. DESIGN GUILDELINES...............................................................................................37 A. Design Objectives and Intent.................................................................................37 Final Draft Page i OCTOBER 15, 2019 154 THE LAKES SPECIFIC PLAN VI. DEVELOPMENT STANDARDS...................................................................................44 A. Permitted Uses.......................................................................................................44 Municipal Code References...................................................................................54 B. Development Standards.........................................................................................45 C. Circulation..............................................................................................................47 Amendment............................................................................................................ D. Parking and Loading..............................................................................................48 E. Landscaping...........................................................................................................50 F. Public Safety..........................................................................................................51 G. Signage...................................................................................................................51 H. Sustainability..........................................................................................................52 I. Enclosed Uses........................................................................................................53 VII. ADMINISTRATION.......................................................................................................54 A. B. C. D. E. F. Introduction............................................................................................................54 Municipal Code References...................................................................................54 Modifications.........................................................................................................54 SitePlan Review....................................................................................................55 Amendment............................................................................................................ 60 California Environmental Quality Act Compliance..............................................59 Im y Final Draft Page ii OCTOBER 15, 2019 155 THE LAKES SPECIFIC PLAN EXHIBITS Exhibit 1 Regional Vicinity Map.............................................................................................3 Exhibit 2 Local Vicinity Map..................................................................................................4 Exhibit 3 Local Vicinity Aerial View......................................................................................5 Exhibit 4 Existing Development..............................................................................................7 Exhibit5 Land Use Plan........................................................................................................21 Exhibit 6 Conceptual Site Plan........................................................................................22 Exhibit 6a Conceptual Site Plan — Public Recreation/Ope pace Subar ...........................23 Exhibit 6b Conceptual Site Plan — Commercial Recrea Open Space Subarea..................24 Exhibit 7 Lot Line Adjustment Map......................................................................................25 Exhibit 8 Conceptual Water Plan ..............................................................................28 Exhibit 9 Conceptual Reclaimed Water Plan........................................................................30 Exhibit 10 Conceptual Sewer Plan..........................................................................................31 Exhibit 11 Atric, ceptual Drainage Plan......................................................................................33 Exhibit 12 Gas an elecommunication Conceptual Plan........................................35 Final Draft Page iii OCTOBER 15, 2019 156 THE LAKES SPECIFIC PLAN TABLES TableI-1 Existing Uses...........................................................................................................6 Table I-2 Existing Buildings...........................................................................6 Table III -1 Land Use Summary- — Conceptual Site Plan Development Scenario ...................20 TableVI -1 Allowable Uses......................................................................................................44 APPENDICES Appendix A The Lakes Specific Plan Legal Description...........................................................60 Final Draft Page iv OCTOBER 15, 2019 157 I. INTRODUCTION A. SPECIFIC PLAN AREA The Lakes Specific Plan (TLSP) area is located in the City of El Segundo, County of Los Angeles, California. El Segundo is situated 15 miles southwest of downtown Los Angeles. The City of El Segundo is located south of the City of Los Angeles, west of the City of Hawthorne and the County of Los Angeles, north of the City of Manhattan Beach, and the east of the City of Los Angeles and the Pacific Ocean (refer to Exhibit 1, Regional Vicinity Map). More specifically, the roughly 26.5 gross acre area within the Specific Plan is located in the southeast quadrant of the City of El Segundo, approximately 2.0 miles south of the Los Angeles International Airport (LAX) and the Glen Anderson Century Freeway (1-105), two miles west of the San Diego Freeway (SR -405), and approximately 2.0 miles west of the juncture of these two freeways. The site is bounded by a small commercial shopping center and El Segundo Boulevard to the north, the Southern California Edison high voltage transmission lines and the Raytheon Company Campus to the east, Hughes Way and a public storage facility to the south, the West Basin Municipal Water District Water Recycling Facility to the southeast, and Pacific Coast Highway and the Chevron oil refinery to the west (refer to Exhibit 2, Local Vicinity Map, and Exhibit 3, Local Vicinity Aerial View). The adjacent land uses are commercial retail and restaurant uses in the Commercial General ( C-3) Zone and surface parking lot in the Automobile Parking (P) Zone to the north; a mixture of commercial, industrial and recreational uses in the recently adopted El Segundo South Campus Specific Plan (ESSCSP) to the east; the West Basin Municipal Water District Water Recycling Facility and offices, light industrial and regional commercial retail uses in the Public Facilities (P -F) Zone, Light Industrial (M-1) Zone, and Commercial Center (C- 4) Zone respectively to the south and southeast; and industrial uses in the Heavy Industrial (M-2) Zone to the west. A Multi -Media Overlay (MMO) District overlies the entire eastern half of the City, including the Specific Plan area. A.1 SPECIF PLAN SUBAREAS The Lakes Specific Plan area contains two subareas, as illustrated in Exhibit 5: Public Recreation Open Space (PR/OS), and Commercial Recreation/Open Space (CR/OS). or PUBLIC RECREATIONIOPEN SPACE: The Public Recreation/Open Space subarea measures approximately 16 acres in area, and is located in the northern portion of the TLSP area. Future uses and developments allowed by the TLSP includes maintaining the existing Lakes golf course, a 9 -hole executive golf course; putting green; Pro Shop with outdoor dining; and a maintenance building at the northern end of the course. COMMERCIAL RECREATION/OPEN SPACE: The Commercial Recreation/Open Space subarea measures approximately 10.5 acres in area, and is located in the southern portion of the TLSP area. Future uses and development allowed by the TLSP include commercial recreation and entertainment facilities that are open to the public. This will allow for a commercial golf entertainment facility, consisting of a driving range; a multi -story building with hitting bays, Final Draft Page 1 OCTOBER 15, 2019 158 restaurants and kitchen areas, meeting/event facilities, office space, bar areas, and lounges; and surface parking for the TLSP area. B. BACKGROUND The Lakes at El Segundo is a municipal golf course owned by the City of El Segundo which opened to the public in June 1994. The 9 -hole executive golf course and practice facilities (2 -level, 5,953 square -foot 57 bay driving range and putting green) are currently operated by the professional management group Lane/Donovan Golf Partners with the support of City of El Segundo Parks and Recreation Department staff. Additionally, the existing golf course has a 5,330 square -foot Pro Shop with approximately 750 square feet of patio space used for outdoor dining. A small 396 square -foot storage building is located east of the Pro Shop, while a 1, square -foot maintenance building is located at the northern end of the course. The golf course uses a 3.58 -acre portion of the Southern California Edison property directly east of the golf course that will continue to be used with the adoption of the Specific Plan. Currently, there are 26 parking spaces on a 0.25 -acre portion of the abutting West Basin Municipal Water District property that the city will continue to use. -, Final Draft Page 2 OCTOBER 15, 2019 159 EXHIBIT 1 REGIONAL LOCATION MAP I Palmdale C srak I L � L1` Castaia P)u t Piro 1� Newhall L O S AN G E L E S illmare C O U N T Y Cla 1 Sa 1 rinta ta C O U N T Y Sylmar � e r Simi Pacoima f Moorpark Valley Chatsworth I if r- 1 Canoe Burbank Park Van Glendale I Thousand Nuys � Monrovia Th ---' Oaks AgounHllla Woodland I Azuts O,m Hills Sherman Pasadena Claremont Weslleka 101 Calabasas Oaks _ A village 53°° rcadia ..I._ pland � _ � 1Qf p_'a*icy /�— Alharrhra ^park Covina Dimas I /! Beverly Hollywood Pomona' Hills Mdnlerey West Santa Park Covina �e Malibu Monica I Walnut Culver Los Pico'' Chino City Angeles I ivera Whittier La Habra / Marine Oat Rey Inglewood South Heights t Site Playa Del Rey'.. Gate Downey �� Brea Et Segundo . I Hawthorne d, La_, so Yda ' I irada m soda \. I Manhattan Beach Campton Bellflower Fullerton Redondo BeachQTorrance Lakewood Anaheim ORANGE Carson I Grange COUNTY Garden Palos Grave Verdes Estates- Lou Tnstm, San Beaeh ... lO Santa O Pedro -� — Ana C, � Hunlington Beach �9 y Costa . r Irvine Lake Mesa Forest i Newport Baaeh Final Draft Page 3 OCTOBER 15, 2019 160 EXHIBIT 2 LOCAL VICINITY MAP Final Draft Page 4 OCTOBER 15, 2019 161 1Y 11!1'!5• d C1 W Aracu Aw W w.inul Ass EW.u,I Aw 4 W Syr Aw F _ WU.W Ave EWpeAw 4i [M-4 Ave G Z WVMm Aw i . wAl.lpv.. Aw s EWs P—w 4 FYrroou Ave UII-:, •, EP -A._ a u M 6 ` •q FI Sean ndG [Gr.md Ru Epvvd Ave - .. '� E11 Yln Aw F E= Seyr BIM E f'. 5e .do BIM , w � w Y } S ti wlmnsl � r w13mA PMh p ffi 1i !.i 1A1.151 !ens Ave pass— Aw Go g I e -......• ex Ave nv •enx!s Ave Ave � W RI -11 Final Draft Page 4 OCTOBER 15, 2019 161 EXHIBIT 3 LOCAL VICINITY AERIAL VIEW Final Draft Page 5 OCTOBER 15, 2019 162 The buildings that currently exist on site cumulatively measure 14,204 square feet, for an FAR of approximately 0.012 (refer to Exhibit 4, Existing Development). The current square footage is broken down as follows between uses: Table I-1 Existing Uses Office 110 Retail (Pro Shop) 1,030 Restaurant 1,870 Outdoor Dining 750 Meeting/Event Space 700 Storage (Pro Shop, Maintenance and Separate Storage Buildings) 2,321 • Pro Shop —150 Golf Course Driving Range (Hitting Bays) • Maintenance Building —1,775 • Detached Storage Building - 396 Patio and Outdoor Dining Restrooms 1,470 Driving Bays 5,953 Total 14,204 The existing buildings consist of: Table I-2 Existing Buildings Pro Shop Retail, Restaurant, Office, Meeting Room/Event Space, Restrooms and Building Storage Maintenance Maintenance Building Detached Storage Storage Building Driving Range Golf Course Driving Range (Hitting Bays) Building Patio Patio and Outdoor Dining Total Final Draft Page 6 5,330 1,775 396 5,953 750 14,204 square feet OCTOBER 15, 2019 163 Under the existing Open Space (O -S) development standards, an additional 912,437 square feet could be built based on the limitations of 40 percent lot coverage and twenty-six foot high buildings. This equates to a total FAR of 0.80. With the FAR, the Property is underdeveloped and could support additional building area and recreational uses. The City entered into a Lease Agreement with E.S. CenterCal, LLC ("CenterCal") which has a Commencement Date of , 2019 to develop a commercial recreation and entertainment golf facility on the site, as well as build a new Pro Shop and make modifications to the existing golf course and green areas. The Lease Agreement was contingent on CEQA being completed and the proposed project being approved by the City Council. In order to complete this development, CenterCal filed for this Specific Plan in June 2016 along with other applications, including an Environmental Assessment, a General Plan and Gene%1 Plan Map Amendment, Zoning Map Amendment, Zone Text Amendment, Lot Line Adjustment, Site Plan Review and Conditional Use Permit. The intent of the Specific Plan is to allow development of the subareas identified by the Specific Plan. Thus, adoption of this Specific Plan will allow future expansion of use permitted on the site with development standards for each subarea that are tailored to the unique recreation and entertainment uses in the Specific Plan area. Final Draft �y Page 8 OCTOBER 1 S, 2019 165 II. OVERVIEW OF THE SPECIFIC PLAN A. PURPOSE AND AUTHORITY OF SPECIFIC PLAN The purpose of this Specific Plan is to provide a regulatory framework to govern the land uses and development within the subject area through the application of regulations, standards and design guidelines. The Lakes Specific Plan provides text and exhibits which describe the proposed subareas, land uses and associated guidelines, and development standards. This Specific Plan is adopted pursuant to Government Code §§ 65450 through 65457. Pursuant to Government Code § 65451, a Specific Plan must include text and a diagram or diagrams which specify all of the following in detail: • The distribution, location, and extent of the uses of land, including open space within the area covered by the plan. • The proposed distribution, location, extent, and intensity of ajor components of public and private transportation, sewage, water, drainage, solid waste disposal, energy and other essential facilities proposed to be located within the land area covered by the plan and needed toupport the land uses described in the plan. • Standards and criteria by which development will proceed, and standards for the conservation, development, and utilization of natural resources, where applicable. • A program of implementation measures including regulations, programs, public works projects and financing measures necessary to carry out the above items. • A discussion of the relationship of the Specific Plan to the General Plan. A thorough ttview of the El Segundo General Plan shows that this Specific Plan is compatible and consistent with the goals and policies outlined in the General Plan. This Specific Plan will further the goals and policies of the General Plan as more fully described below. O This Specific Plan was prepared to provide the essential relationship between the policies of the El Segundo General Plan and the development anticipated in the Specific Plan area. By functioning as a regulatory document, The Lakes Specific Plan provides a means of implementing the City of El Segundo's General Plan. All future development plans and entitlements within the Specific Plan boundaries must be consistent with the standards set forth in this document. Final Draft Page 9 OCTOBER 15, 2019 166 B. SPECIFIC PLAN SCOPE AND GOALS The City of El Segundo is an employment -led community and accordingly, development has been led by employment rather than housing growth. The Lakes Specific Plan will serve the mission of economic development in the City which is to create, maintain, and implement a business climate that fosters a strong economic community, develop a strategic plan that will result in business retention and attraction, provide an effective level of City services to all elements of the community, and maintain the quality of life that has characterized El Segundo for more than nine decades. Permitted uses within the Specific Plan area will create job opportunities and provide additional recreational and entertainment options for the residential and bt1kiness community alike. Furthermore, the growth allowed by the Specific Plan will create a synergy with other commercial and industrial uses in the area by providing additional recreational and entertainment amenities in the City which will help these businesses to attract and retain employees. The development allowed under the Specific Plan will provide a basis for a positiv ontribution to the maintenance and expansion of El Segundo's economic base as development ty ically increases the City's business license taxes, increases the City's utility user taxes, and in ases the Cls sales taxes. An increased economic base will provide the City with resources to rovide high-quality services to its residents and daytime population. C. CONSISTENCY WITH THE GENERAL P The El Segundo General Plan provides the underlying fundamentals of The Lakes Specific Plan, which serves both as a planning and regulatory document. The Specific Plan is the document implementing the El Segundo General Plan for the Specific Plan area. Proposed development plans, lot line adjustment maps, and any other development approvals must be consistent with the Spific Plan. Projects consistent with this Specific Plan will be d automatically ed consi with the General Plan. The Lakes Specific Plan requires a General Plan Amendment to change the Land Use designation from Parks, to The Lakes Specific Plan with an accompanying Land Use Map change. With approval of this amendment, the Specific Plan is consistent with the General Plan of the City of El Segundo, that is, it is compatible with, and will not impede, the General Plan's goals, objectives and policies. More particularly, The Lakes Specific Plan directly implements or furthers the intent of the following goals, objectives and policies of the General Plan: LAND USE ELEMENT Goal LU4: Provide a stable tax base for the City through development of new commercial uses, primarily within a mixed-use environment, without adversely affecting the viability of Downtown. Objective LU4-1: Promote the development of high quality retail facilities in proximity to major employment centers. Final Draft Page 10 OCTOBER 1 S, 2019 167 Goal LU6: Goal LU7: Final Draft Policy LU4-1.1: Require landscaping, its maintenance, and permanent upkeep on all new commercial developments. Policy LU4-1.2: All commercial facilities shall be built and maintained in accordance with Health and Safety Code requirements and shall meet seismic safety regulations and environmental regulations. Policy LU4-1.4 New commercial developments shall meet seismic safety standards and regulations, as well as comply with all noise, air quality, water and environmental regulations. Objective LU4-4: Provide areas where development #as the flexibility to mix uses, in an effort to provide synergistic relationships which have the potential to maximize economic benefit, reduce traffic impacts, and encourag destrian environments. Maintain and upgrade the existing excellent parks, recreation, and open space facilities within the City of El Segundo. Objective LU6-1: The development of parks, open space, and recreational facilities should be consistent with the guidelines, policies, and programs of the Open Space and Recreation Element. Policy LU6-1.1: Continue to' recreational residents and NUNN uniform and high quality park and ities to all areas of the City, for use by Policy LU6-1 3: Utilization of utility easements (flood control, power line rights-of-way) for recreational, open space, and beautification purposes should continue and additional possibilities should be explored. Provide the highest quality public facilities, services, and public infrastructure possible to the community. Objective LU7-1: Provide the highest and most efficient level of public services and public infrastructure financially possible. Policy LU7-1.2: No new development shall be allowed unless adequate public facilities are in place or provided for. Policy LU7-2.3: All new development shall place utilities underground. Policy LU7-2.4: All new public buildings shall have adequate off-street parking spaces, or the City shall provide adequate public transportation, Page 11 OCTOBER 15, 2019 168 in accordance with the provisions and standards of all elements of the General Plan, to accommodate employees and the public. Policy LU7-2.5: All public facilities and utilities should be designed to enhance the appearance of the surrounding areas in which they are located. ECONOMIC DEVELOPMENT ELEMENT Goal ED1: To create in El Segundo a strong, healthy economic community in which all diverse stakeholders may benefit. Objective EDI -I To build support and cooperation among the City of El Segundo and its business and residential communities for the mutual benefits derived from the maintenance and expansion of El Segundo's economic bas Policy ED 1-1.2: Focus short -run economics developmenW orts on business retention and focus longer -run efforts on the diversifica ion of El Segundo's economic base in order to meet quality of life goals. Objective EDI -2: Center diversification effor Wtargeted industries that meet the City's criteria for job reation, growth potential, fiscal impact, and fit )pith local resources. Policy ED 1- Seek to expan 1 egundo's retail and commercial base so that the diverse nee s of the City's business and residential communities are met. P cy ED 1' Maintain and promote land uses that improve the City's tax base, balancing economic development and quality of life goals. Policy ED1-2. Seek to balance the City's economic development program with the City's resources and infrastructure capacity. CIRCULATION ELEMENT Goal Cl: Provide a safe, convenient, and cost-effective circulation system to serve the present and future circulation needs of the El Segundo community. Policy C1-1.8: Provide all residential, commercial, and industrial areas with efficient and safe access to the major regional transportation facilities. Final Draft Page 12 OCTOBER 15, 2019 169 Policy C 1-1.9: Provide all residential, commercial, and industrial areas with efficient and safe access for emergency vehicles. Policy C1-3.2 Ensure that the development review process incorporates consideration of off-street commercial loading requirements for all new projects. Policy C2-2.2: Encourage new development to provide facilities for bicyclists to park and store their bicycles and provide shower and clothes hanging facilities at or close to the bicyclist's work destination. Policy C2-5.1: Ensure that Transportation Dem d Management (TDM) measures are considered during e evaluation of new developments within the City, including but not limited to ridesharing, carpooling and vanpooling, flexible work schedules, telecommuting and c vanpool preferential parking. Policy C3-1.8: Require the provision of adequate pedestrian and bicycle access for new development projects through the development review process. Policy C3-2.1: Ensure the provision of sufficient on-site parking in all new development. Wr OPEN SPACE AND RECREATION ELEMENT Goal OS1: Provide and maintain high quality open space and recreational facilities that meet the needs of the existing and future residents and employees within the ity of El Segundo. Objective OSI - Preserve existing and acquire future public park and recreation facilities which are adequate for serving the existing and future resident population. Objective OS -1-2: Preserve existing and support acquisition of additional private park and recreation facilities to foster recognition of their value as community recreation and open space resources. Objective OSI -3: Provide recreational programs and facilities for all segments of the community. Policy OS1-3.4: Encourage commercial recreational uses to locate in El Segundo. Final Draft Page 13 OCTOBER 15, 2019 170 Objective OSI -4: Develop utility transmission corridors for active or passive open space and recreational use. CONSERVATION ELEMENT Policy CN2-5: Require new construction and development to install water - conserving fixtures and appliances to reduce the amount of new demand. Policy CN2-7: Require new construction and development to incorporate the principles and practices of sound landscape design and management, particularly those co erving water and energy. Policy CN2-8: Encourage the retrofitting of existing landscapes to incorporate the principles and practices of sound landscape design and management, particularly,those conserving water and energy. Policy CN2-11: Encourage, whenever appropriate and feasible, development techniques which minimize surface" run-off and allow replenishment of soil moisture. Such techniques may include, but not be limited to, the on-site use and retention of storm water, the use of pervious paving material (such as walk -on - bark, pea gravel, and cobble mulches), the preservation of vegetative covers, and efficiently designed and managed irrigation systems. NOISE ELEMENT 000 IF Awe Goal N1: Encourage a high quality environment within all parts of the Ci Tyof El Segundo where the public's health, safety, and welfare are not adversely affected by exce ive noise. Objective NI -1: It is the objective of the City of El Segundo to ensure that City residents are not exposed to mobile noise levels in excess of the interior and exterior noise standards or the single event noise standards specified in the El Segundo Municipal Code. Objective N1-2: It is the objective of the City of El Segundo to ensure that City residents are not exposed to stationary noise levels in excess of El Segundo's Noise Ordinance standards. Policy N1-2.1: Require all new projects to meet the City's Noise Ordinance Standards as a condition of building permit approval. Program N1 -2.1A: Address noise impacts in all environmental documents for discretionary approval projects, to insure that noise sources Final Draft Page 14 OCTOBER 15, 2019 171 meet City Noise Ordinance standards. These sources may include mechanical or electrical equipment, truck loading areas, or outdoor speaker systems. PUBLIC SAFETY ELEMENT Objective PSI-]: It is the objective of the City of El Segundo to reduce exposure to potentially hazardous geological conditions through land use planning and project review. Program PSI-1.IA:The City shall review projects to ensure that slope design considers the potential effects of h' h rainfall, private sewage systems, landscaping irrigation, and possible runoff from adjacent future development. Policy PS1-1.2: Enforce, monitor and improve development standards which place the responsibility on the developer, with advice from qualified engineers and geologists, to develop and implement adequate mitigation measures as conditions for project approval. Program PSI-1.2A:The City shall reviewcts to ensure that adequate geotechnical investigation as been completed in areas susceptible to landsliding and debris flows and in areas where collapsible or expansive soils occur, and to approve only those which mitigatVthse hazards to the satisfaction of the City Engineer. Goal PS2: Minimize in'ur and loss of ifeproperty damage, and social cultural and injury �P P y g� economic impacts caused by earthquake hazards. Policy PS2-1.2: The City shall assist in the prevention of structural damage in areas with a high potential for liquefaction, landslides, and mudslides by requiring geotechnical studies for new development to mitigate potential impacts. Objective PS6-1: It is the objective of the City of El Segundo that the City minimize threats to public safety and protect property from wildland and urban fires Policy PS6-1.1: Review projects and development proposals, and upgrade fire prevention standards and mitigation measures in areas of high urban fire hazard. Program PS6-1.2C:The City shall continue to require that all property be maintained in compliance with the fire code. Final Draft Page 15 OCTOBER 15, 2019 172 Goal PS7: Protect public health, safety, and welfare, and minimize loss of life, injury, property damage, and disruption of vital services, resulting from earthquakes, hazardous material incidents, and other natural and man-made disasters. D. ENTITLEMENTS The following entitlements are required in conjunction with this Specific Plan (SP No. 16-02): • Environmental Assessment No. EA 1135 for a 66,294 square -foot commercial recreation and entertainment facility, a 2,500 square -foot Pro Shop, modifications to three holes at the existing golf course, and parking lot expansions and modifications. • General Plan Amendment No. GPA 16-01 t change the land use designation from Parks, to "The Lakes Specific Plan (TLSP) The amendment also includes a change to the General Plan Land Use Map. • Zone Text Amendment No. ZTA 16-04 to add a new section to the City's Zoning Code, ESMC §15-3-2(A)(11) "The Lakes Specific Plan (TLSP)." • Zone Change No. ZC 16-01 to rezonke property from Open Space (OS), to The Lakes Specific Plan (TLSP). • Lot Line Adjustment No. SUB 1 to reconfigure the two existing city -owned parcels that comprise The Lakes S cific Plan area. • Conditional Use Permit No. CUP 16-05 to allow the on-site sale and consumption of beer, wine and alcohol at the Commercial recreation and entertainment facility for the restaurant, bar and entertainment areas. • Administrative Use Permit No. AUP 16-09 for review of the signs. • Site Plan Review No. SPR 16-01 for development improvements consistent with The Lakes Specific Plan. Findings justifying the General Plan Amendment and Zone Change include: 1. The primary objective of The Lakes Specific Plan is to provide for superior, more comprehensive site planning of the Specific Plan area and development standards that address the needs of the unique public recreation and commercial recreation uses on site. 2. Uses permitted within The Lakes Specific Plan area are fundamentally consistent with the prior zoning and are compatible with adjacent uses. Final Draft Page 16 OCTOBER 15, 2019 173 E. EXISTING LAND USES The City of El Segundo has distinctive land use patterns, which are divided into four quadrants by the intersection of Pacific Coast Highway and El Segundo Boulevard. Compatibility of an individual land use is determined mainly by its relationship to other uses within its quadrant. The Lakes Specific Plan area is located in the southeastern quadrant of the City of El Segundo, which is east of Pacific Coast Highway and south of El Segundo Boulevard. The design and implementation of this Specific Plan relate directly to its position within this larger context. The southeast quadrant of the City is primarily designated for light industrial which allows a mixture of industrial and office uses. This quadrant also contains a commercial region which is home to the retail development of Plaza El Segundo, an approxi ely 500,000 square foot lifestyle commercial retail shopping center and the Lakes Municipal Golf Course, which is the subject site of this Specific Plan. The northeast quadrant of the City lies north across El Segundo Boulevard and consists primarily of corporate office and urban mixed uses which allow for office and commercial uses. The southwest quadrant of the lies directly across Pacific Coast Highway and consists primarily of an oil refinery/heavy industrial use.ultimedia Overlay District overlies both the southeast and northeast quadrants oethe City. Befo the adoption of The Lakes Specific Plan (TLSP) the property was designated as Parks in the General Plan Land Use Element with Open Space zoning. Adjacent land uses include the following: North: The land uses to the north include a small commercial shopping center with retail and restaurants directly adjacent to the existing golf course and mid- and high-rise office buildings with multi -story parking structures are located across El Segundo Boulevard. LAX is located approximately 1.0 mile north of the Specific Plan area. low East:The adjacent land uses to the east include the Edison transmission lines, the .4' industrial uses in the El Segundo South Campus Specific Plan and the elevated MTA Green Line. The El Segundo Boulevard Green Line station is located at the northeast corner of the El Segundo South Campus Specific Plan along El Segundo Boulevard at Nash Street. South: The adjacent land uses to the south/southeast include a public storage facility and the West Basin Municipal Water District Recycling Facility and offices, The Plaza El Segundo commercial retail shopping center is located south of the public storage facility. A Federal Express distribution facility and the City of El Segundo Stormwater retention basin are located further south of the West Basin Municipal Water District Recycling Facility and offices. West: Land uses to the west include the Chevron Refinery which is located directly across Pacific Coast Highway. Final Draft Page 17 OCTOBER 15, 2019 174 III. LAND USE PLAN The Lakes 9 -hole executive municipal golf course at 400 South Pacific Coast Highway has been located on a 26.54 acre site since 1994. The golf course currently extends into a 3.58 acre portion of the Southern California Edison (SCE) property directly east of the site, which part is subject to a license agreement between the City of El Segundo and Southern California Edison. The 3.58 acre SCE area is not part of this Specific Plan and has a zoning designation of Open Space (OS) Zone which allows golf course uses. The existing golf course also has a two-level, 57 -bay driving range, putting green and a 5,330 square -foot Pro Shop with an approximately 750 square -foot patio used for outdoor dining. The golf course also has a 1,775 square -foot maintenance building at the northernmost part of the site that will remain. The 5,330 square-footPro Shop and a 396 square - foot storage building would be demolished as part of the development AKhorized under The Lakes Specific Plan. The buildings would be replaced with a new smaller 2,500 square -foot Pro Shop with outdoor patio area. The driving range and putting green will also be demolished and replaced with a new target green, putting green and chipping green area. The 9 -hole golf course would be redesigned to accommodate the construction of a new, approximately 66,300 gross square -foot commercial recreation and entertainment facility that would-be constructed sp6th of the existing 9 -hole golf course. The development project will also involve the expansion of the parking lot onto a 0.67 -acre portion of an abutting property owned by the West Basin Municipal Water District. The 0.67 acre West Basin Municipal Water District property is not a part of this Specific Plan. The West Basin property has a zoning ignation of Public Facilities (P -F) Zone, which allows parking lots as an accessory use. A. DEVELOPMENT CONCEPT The Lakes Specific Plan establishes the general type, parameters and character of the development in order to develop an integrated Project area that is also compatible with and complements the surrounding area. The proximity of the Specific Plan Area to freeways, major arterials, and the Metro Rail makes it a regionally accessible and attractive recreation and entertainment facility in an ideal location to facilitate economic development in El Segundo. The Lakes Specific Plan provides flexibility to modify and modernize existing uses and to add new compatible uses that are not currently permitted with standards that are tailored for the unique uses on the site. The LaWs Specific Plan establishes the following two subareas: Public Recreation/Open Space subarea; and Commercial Recreation/Open Space subarea. Final Draft Page 18 OCTOBER 1 S, 2019 175 B. LAND USE PLAN The Lakes Specific Plan is based upon the following subareas (refer to Exhibit 5, Land Use Plan): 1. Public Recreation/Open Space (PUB-REC/OS) Subarea The Public Recreation/Open Space (PUB-REC/OS) subarea of The Lakes Specific Plan is located on the northern parcel fronting onto Pacific Coast Highway, totaling approximately 16.06 acres. The PUB-REC/OS subarea allows for several ptklic recreation uses. The specific recreation uses are limited in this land use category as shown in the Specific Plan's development regulations. The parcel currently contains a 9 -hole executive golf course that will remain a permitted use under The Lakes Specific Plan, as shown in the conceptual site plan in Exhibit 6, Conceptual Site Plan. Addition , the Pro Shop and the uses therein will become permitted uses. 3K In this subarea, a new 2,500 square foot Pro Shop wi 1,010 square feet of outdoor patio/dining area will be constructed, which will replace an existing 5,330 square foot Pro Shop and 750 square foot outdoor patio/dining area.P o Shop will continue to have retail sales as well as food and alcohol service. 2. Commercial Public Recreation/Open Space (CPR/OS) Subarea The Commercial Public Recreation/Open Space (CPR/OS) subarea of The Lakes Specific Plan is located on the southern parcel fronting on both Pacific Coast Highway, with a small "L-shaped" portion of the parcel fronting on Hughes Way. The CPR/OS subarea measures approximately 10.48 acres in area, and allows a commercial recreation and entertainment facility, well as other recreational uses allowed in the Public Recreation/Open Spacem subar A commercial k recreation and entertainent facility is defined as a Private Commercial Recreation Facility that is open to the public (see ESMC § 15-1-6 for illustrative examples) that also includes supportive accessory uses as listed in Table VI -1, Allowable Uses of this Specific Plan. In this subarea, it is anticipated that a commercial recreation and entertainment facility will be constructed. 3. Conceptual Site Plan Table III -1, Conceptual Land Use Summary, is a breakdown of the anticipated development of the site, implementing the uses and standards of this Specific Plan based upon the lot line adjustment. This summary is for both the Pro Shop on the Public Recreation/Open Space subarea and the commercial recreation golf and entertainment facility on the Commercial Public Recreation/Open Space subarea. The Conceptual Site Plan is shown in Exhibits 6A and 6B. Final Draft Page 19 OCTOBER 15, 2019 176 New Development Circulation Computer (server storage) Lobby Lounge Meeting/Event Space Office Recreation (Hitting Bays) RestaurantlBar Retail Storage/Maintenance Gross Miscellaneous (Restrooms, Stairs, Elevator, Mechanical Equipment) Patio Subtotal New Development Existing Uses to Remain Total Site Development Table III -1 Conceptual Land Use Summary PUB-REC/OS 80 520 229 613 636 105 CPR/OS 3,090 225 1,365 1,895 3,144 2,439 32,309 9,148 3,631 TOTAL 3170 225 1885 1,895 3,144 2,668 32,309 9,761 636 3,736 1,010 ---- 1,010 I 3,193 57,246 a 60,439 1,775---- 1,775 4,968 57,246 62,214 a PUB-REC/OS 80 520 229 613 636 105 317 CPR/OS 3,090 225 1,365 1,895 3,144 2,439 32,309 9,148 3,631 9,048 1'010---- 3,510 66,294 1,775 ---- 5,285 66,294 TOTAL 3170 225 1885 1,895 3,144 2,668 32,309 9,761 636 3,736 9,365 1,010 69,804 1,775 71,579 Final Draft Page 20 OCTOBER 15, 2019 177 EXHIBIT 5 LAND USE PLAN PUBLIC RECRFJ41 MOMSPAM (PRIGS) COMMERCIAL RECREAT ON OMI SME (CRIOS) Final Draft Page 21 OCTOBER 15, 2019 178 EXHIBIT 6 CONCEPTUAL SITE PLAN PRO -SHOP TOFGOLF THE LAKES GOLF COURSE Final Draft Page 22 OCTOBER 15, 2019 179 Hole Par 1 3 2 3 3 3 EXHIBIT 6A CONCEPTUAL SITE PLAN — PUBLIC RECREATION/OPEN SPACE SUBAREA Black 112 123 92 4 a 269 r S 3 110 a 6 3 is 4 7 3 103 13 122 9 3 192 f' Out 29 1,203 �► R 41 CL t :`jam s d Final Draft Page 23 OCTOBER 15, 2019 180 EXHIBIT 6B CONCEPTUAL SITE PLAN COMMERCIAL RECREATION/OPEN SPACE SUBAREA 41 4 a ;1. 4 s l P/L P/L { aTOFWLF i;lp:, �.g o tL"�. z -- Final Draft Page 24 OCTOBER 15, 2019 181 EXHIBIT 7 PROPOSED LOT LINE ADJUSTMENT II LSOUTHERN OALJFORNIA e--"-E0ION RW SCALE: '1'-300' I 0 I PR4POSM PARCEL 1 15.87 ACRES _ --- ROPOSM LOT LINE ALIGNMENT I EXI TTS E 1 ADJU PROPOW) PAft 2 10.87 ACCCCa Final Draft PROPERTY LINE CENTER LINE ADJACENT PROPERTY LINE PROPOSM LOT LINE EXISTING LOT LK TO BE ADJUSTED w •� SOUTHERN CALIFORNIA EDISON PROPERTY Page 25 OCTOBER 15, 2019 182 C. PHASING Construction of the commercial recreation and entertainment facility and parking lot expansion and modifications in the CROS subarea, as well as the modifications to the 9 -hole municipal golf course and construction of the new Pro shop in the PROS subarea will be done concurrently in one phase over a period of 10 months to one year. D. CIRCULATION Regionally, the Specific Plan site is accessible from the San Diego freeway (405), Century Freeway (105), the Metro Green Line, and the major arterial Pacific Coast Highway. The Specific Plan site has vehicular access points off of both Pacific Coast HighvNy and Hughes Way. The Specific Plan will facilitate on-site circulation and parking. Access will be provided for emergency vehicles via the two vehicle access points and the parking lot. Development within the Specific Plan site would be required to provide infrastructure and facilitate access for various modes of travel including automobiles, bicycles, and pedestrians. Pedestrian and%diicap access must be provided between buildings and to public sidewalks on the two street fronlong the site. VEHICULAR CIRCULATION Pacific Coast Highway. Pacific Coast Highway is an existing blic major arterial street that abuts the property on its western edge. No additional right -of- y improvements are required as a result of the development allowed in the Specific Plan. No additional curb cuts besides the one existing curb cut may be allowed along Pacific Coast Highway. Hughes Way. Hughes Way is an existing public secondary arterial street that abuts the property on its southern edge. No' additional curb cuts besides the one existing curb cut may be allowed along Hughes Way. 4110 NON-VEHIC AR CIRCULATION Walkways will be provided connecting the various components within the Specific Plan area and the public sidewalk on Pacific Coast Highway. Bicycle parking facilities in the form of a mix of racks and bicycle enclosures in accordance with Municipal Code and California Green Building Code requirements will be provided in multiple locations in the Specific Plan area. E. GRADING CONCEPT Site grading includes cut and fill to create building pads and to partially redesign the existing 9 - hole municipal golf course. The grading is estimated to result in approximately 5,500 cubic yards of soil export. Final grading plans will be approved by the City Engineer before the City issues a grading permit. Final Draft Page 26 OCTOBER 15, 2019 183 IV. EXISTING UTILITIES AND INFRASTRUCTURE The following is a summary of existing and proposed public infrastructure for development of the site. All infrastructure will be constructed in accordance with the standards of the governing agency. A. WATER SERVICE EXISTING CONDITION Water utility service is provided by the City of El Segundo and is currently available within the site. Water is purchased through West Basin Municipal Water District which is a member of The Metropolitan Water District of Southern California. The site is currently served by an existing fl- inch ductile iron water pipe that is connected to an existing 10 -inch wat "$e under Hughes Way on the south side and connected to an existing 8 -inch water line under Pa oast Highway on the west side. Water for fire suppression is provided by on-site building sprinklers and from two off-site fire hydrants located on Pacific Coast Highway. PROPOSED CONDITION Due to proposed grading for the project some portions of the existing 8" water line may require reconstruction to maintain proper depth of the pipe. Two new PVC water laterals will connect the existing 8" ductile iron water line to the proposed Xnmercial recreation and entertainment facility building and the new Pro Shop building to supply water and fire water. Fire flows for the proposed building and new Pro Shop building will be based on County of Los Angeles Fire Department Land Development Unit Standards. A Conceptual Water Utility Plan has been developed for the Specific Plan area (refer to Exhibit 8, Conceptual Water Plan). Final Draft Page 27 OCTOBER 1 S, 2019 184 EXHIBIT 8 CONCEPTUAL WATER PLAN -dL, SCALE: 1'=26+1} rnurznof LINE PR RW LINE ABBREVIATION EX EMS71N PR PROPO Ea It PROPERTY LINE ov Final Draft Page 28 OCTOBER 15, 2019 185 B. RECLAIMED WATER EXISTING CONDITION Reclaimed water utility service is provided by the West Basin Municipal Water District from a treatment plant just south of the site and is already being used for landscaping the site. A current point of connection to the reclaimed water system is located on Hughes Way adjacent to the Southern California Edison property. PROPOSED CONDITION Future reclaimed water service is anticipated to be provided through the existing point of connection on Hughes Way. Points of connection will be based on West Basin Municipal Water District's and the City of El Segundo's input. A Conceptual Reclaimed Water Utility Plan has been developed for the Specific Plan area (refer to Exhibit 9, Conceptual Reclaimed Water Plan). C. SEWER SERVICE %60* EXISTING CONDITION Sewer utility service is provided by the City of El Segundo and the Sanitation Districts of Los Angeles County and is currently available within the site. The si s currently served by an existing sewer lateral that is connected to a public 8 -inch VCP (verified clay pipe) sewer line at the southeast corner of the parking lot and flows southerly through the adjacent parcel and connects to an existing sewer line under Hughes Way. PROPOSED CONDITION NK The existing sewer lateral within the site will be abandoned. Two new laterals will be constructed to serve the proposed commercial recreation and entertainment building and the new Pro Shop building. Each will be connected to a new 8 -inch sewer line that will extend from the terminus of the existing 8 -inch public line at the southeast corner of the parking lot across the main drive aisle of the parking lot. A conceptu 'sewer plan has been developed for the Specific Plan area (refer to Exhibit 10, Conceptual S r Plan). Final Draft Page 29 OCTOBER 1 S, 2019 186 EXHIBIT 9 CONCEPTUAL RECLAIMED WATER PLAN —..mmmii;mzmmw SCALE: l"=2501 LEGEND — — — — PROPERTY LINE PR Rhe LIME V'--1 ;1 EX EXISTING PROP PROPOSED t PROPERTY LINE Rw RECLAIMED WATER Final Draft Page 30 OCTOBER 1 S, 2019 187 EXHIBIT 10 CONCEPTUAL SEWER PLAN LEGEND SCALE; 9'=250' — PROPERTY LINE 46V i — — PFS SEWER LINE 1 Final Draft Page 31 OCTOBER 15, 2019 188 ABBREVIAT10N EX EXISTING PR PROPOSED a t PROPERTY LINE SWR SEWER � Q •r ��•' � y YCP SYR }r o rx 3 r 1 Final Draft Page 31 OCTOBER 15, 2019 188 D. DRAINAGE EXISTING CONDITION The existing storm drains collect the storm water from the site and discharge into the existing public 48 -inch RCP (reinforced concrete pipe) that runs along Pacific Coast Highway, then along the south side of the site and turns east under Hughes Way to discharge into an existing City of El Segundo detention and infiltration basin southeast of the site. Federal Emergency Management Agency (FEMA) map #06037C1770F shows this Project site is located within Zone X, which is described to be an area determined to be outside of the 0.2% annual chance floodplain. There are no Special Flood Hazards on-site. PROPOSED CONDITION A storm drain system is proposed for the new driving range and another system for the new buildings and parking area. The two systems will confluence at the south side of the proposed parking area and discharge into a proposed underground detention and infiltration system to be constructed under the parking lot. The detention system will discharge into the existing 48 -inch RCP storm drain pipe at the south side of the site. Storm Water Quality % I K The proposed detention/infiltration system will also function as a treatment system designed to remove or reduce pollutants of concern from the storm water before discharge from the site. The collected storm water will be pre-treated to remove trash and larger sediment particulates before entering the underground infiltration/detention storage system. The storm water quality design will be consistent with applicable Low Impact Development (LID) standards, which includes storage and infiltrate into the soil system within 48 hours. Drainage must comply with all applicable laws and regulations, including without limitation, the City's National Pollution Discharge Elimination System (NPDES) Permit. A Conceptual Drainage Plan has been developed for the Specific Plan area (refer to Exhibit 11, Conceptual Drainage Plan). Final Draft Page 32 OCTOBER 15, 2019 189 EXHIBIT 11 CONCEPTUAL DRAINAGE PLAN r LEGEND SCALE: 10=255 — _ _ — PROPERTY LIME PROPOSED STORM DRAIN EXE STl N G W STORM DRAIN DRAIN DRIECII+I AEBREVIATION EX E i511NO PROP PROPOSED i PROPERTY LIFE w STORM DRAIN x}{ Q) Ek. 48" RCP SO • SD a W i EX. sp h PR. UN EIRGM11113 4 1NFILTR Final Draft Page 33 OCTOBER 15, 2019 190 �Mmi EXISTING CONDITION Natural gas service is provided by Southern California Gas Company and is currently available within the site. PROPOSED CONDITION The existing gas service will be abandoned by Southern California Gas Company and the future natural gas service will be provided through a public main line in Pacific Coast Highway and the site will be serviced by a private gas service line secured by an easement granted to Southern California Gas Company for access and maintenance. A conceptual plan has been developed for the Specific Plan area (refer to Exhibit 12, Conceptual Electric, Gas & Telecommunication Plan). F. ELECTRIC EXISTING CONDITION Electric power is provided by Southern underground utility conduit system. PROPOSED CONDITIO'Y' to KeSpecific Plan area through an A new underground utility conduit system within the site parking lot shall intercept the existing underground electric system and provide electrical power to the proposed improvements. An easement will be granted to Southern California Edison for access and maintenance. Final locations and points of connection for the electrical system will be based on a final approved Southern California Edison design. A conceptual plan has been developed for the Specific Plan area (refer to Exhibit 12, Conceptual Electric, Gas & Telecommunication Plan). G. TELECOMMUN ATIONS UTILITIES EXISTING CONDITION Cable and telecommunication service is provided by Cox Communications (Cable TV) and Frontier Communications (Telephone) and is currently available through an underground dry utility system in Pacific Coast Highway. PROPOSED CONDITION A new underground utility conduit system within the site parking lot will intercept the existing underground telecommunications system and provide services to the proposed buildings. An easement will be granted to the telecommunication companies for access and maintenance. Final Final Draft Page 34 OCTOBER 1 S, 2019 191 EXHIBIT 12 CONCEPTUAL ELECTRIC, GAS & TELECOMMUNICATION PLAN LEGEND — — — — PROPERTY LINE ELECTRICITY LINE SCALE: 1 °=50' CAS LIME TELEPHONE LINE ABBREVIATION ELEC ELECTRICITY PROPERTY LINE y a II I Q • Y � l � I i I I I F I Q. E LIE TR P S • 4 ` UTILI • - � t II locations and points of connection for the telecommunications system will be based on a final approved design of the communications company. A conceptual plan has been developed for the Specific Plan area (refer to Exhibit 12, Conceptual Electric, Gas & Telecommunication Plan). Final Draft Page 35 OCTOBER 1 S, 2019 192 H. SOLID WASTE DISPOSAL EXISTING CONDITION Solid waste disposal is provided to recreational and commercial users by a variety of private haulers. FUTURE CONDITION Development within the Specific Plan area would contract with a provider. Landfill capacity is adequate for assumed population and commercial growth within Los Angeles County. Solid waste facilities within the Specific Plan area will comply with all ESM quirements pertaining to building, fire, and zoning codes (e.g., adequate trash enclosures and screening). I. FIRE PROTECTION EXISTING CONDITION The Specific Plan area is less than one mile from Fire Station 2, located at Mariposa Avenue and Douglas Street. The provision of water for fire suppression is provided by on-site building sprinklers and from 2 off-site fire hydrants located on Pacific CoaHighway. FUTURE CONDITION Buildings will be sprinklered as required by the SSMC. Development will be required to pay fire impact fees to off -set the additional demand for munieipal fire protection services as a result of the new development. If required, new fire hydrants will be provided in accordance with the El Segundo Fire Department. J. POLICE SERVICES EXISTING CONDITION Police services are provided, the El Segundo Police Department which is located at 348 Main Street. FUTURE CONDITION Development will be required to pay police impact fees to off -set the additional demand for municipal police services as a result of the new development. Final Draft Page 36 OCTOBER 1 S, 2019 193 V. DESIGN GUIDELINES These design guidelines are intended as "guidelines" instead of "development regulations." During the review of any project proposed in this Specific Plan area, the Director of Planning and Building Safety, the Planning Commission and City Council may use discretion in applying these design guidelines. It is not anticipated that each guideline will apply equally to every project. One or more guidelines may have more design significance than another, depending on the nature of the proposed project. Consequently, strict compliance is not required. The overall objective is to establish criteria that enhance the coordination, organization, function and identity of the site, while maintaining a compatible relationship with the surrounding development of The Lakes Specific Plan. A. DESIGN OBJECTIVES AND INTENT Design guidelines for the Lakes Specific Plan will promote and reinfor the City's commitment to high-quality development. The objectives of these guidelies are to: • Provide for high-quality recreational development within th pecific Plan area. • Promote orderly and predictable development. • Encourage individual creativity and innovative lutions by allowing flexibility in how a particular guideline is met as long as the intent of the guideline is achieved. • Ensure functional pedestrian, bicycle and motor vehicle circulation within the Project and convenient pedestrian and bicycle linkages to and from adjacent residential, commercial and industrial areas. 1. Site Planning a. The arrangement of new buildings, parking and circulation areas should recognize the particular characteristics of the site and should create a cohesive identity. b. Site development should utilize variations on building orientation and landscaping adjacent to the public streets so that a monolithic "wall" of building faces is not created. C. The design and location of accessory buildings (e.g., maintenance and storage buildings, trash and recycling enclosures, and outdoor mechanical equipment enclosures) should be incorporated into and be compatible with the overall design of the Project and the main buildings on the site. Final Draft Page 37 OCTOBER 1 S, 2019 194 d. Appropriate linkages between internal Project components and buildings should be incorporated, including pedestrian walkways. e. Buildings should be arranged to create opportunities for outdoor amenities (e.g., plazas, courtyards, outdoor eating areas, etc.) where appropriate. f. Pedestrian walkways within the project shall be provided with admixture colored concrete and/or design that enhance and complement the project. 2. Access and Parking a. A single entry driveway for shared vehicular use must be maintained on each public street frontage (one on Pacific Coast Highway and one on Hughes Way). b. Entry driveway areas should be clearly marked b identifying features, (e.g., prominent landscape features and well -d e monument -type signs). C. Access to each building should be clearly visible to pedestrians and motorists through the use of signage, color, and/or design elements. d. Surface parking lots adjacent to and visible from public streets should incorporate landscaping to minimize undesirable visual impacts. e. Surface parking areas shouWd e enhanced and visually broken up through the use of appropriate trees landscape improvements. f. Surface parking areas s ould include canopy trees spaced appropriately throughout the parking area to reduce the effects of heat gain. h g. Parking lob design is encouraged to include water quality storm water facilities consistent with City standards and a Water Quality Management Plan. OF Final Draft Page 38 OCTOBER 1 S, 2019 195 3. Architecture/Orientation/Massing a. The massing, scale and architectural style should consider compatibility with the surrounding character and existing buildings to reflect a cohesive project area character. b. The orientation of the newly constructed buildings should facilitate and encourage pedestrian activities. C. The mass and scale of new buildings should be compatible with the existing and adjacent structures and with each other. This can be accomplished by transitioning from the height of adjacent buildi s to the tallest elements of the new building, stepping back the upper portions of taller buildings, and incorporating human scale elements, such as pedestrian scaled doors, windows, and building materials on the ground floor. 44. d. Buildings should be divided into distinct massing elements and should be articulated with architectural elements and details. Changes in height, horizontal plane, materials, patterns and colors should be used to reduce building scale and mass. e. Primary building entries should be ea identified through the use of prominent architectural elements, s' nage, landscaping, decorative hardscape, lighting, canopies, roof form, architectural projections, columns, vertical and/or horizontal elements, and other design features that help emphasize a building's entry. f. Building elevations, whether front, side, or rear, that are visible from public rights-of-way should be architecturally detailed to incorporate quality materials and architectural features that reflect the theme of surrounding structures and facades. Building entrances should be readily identifiable. The use of recesses, projections, columns, and other design elements to articulate entrances is encouraged. g. Facad s should be `divided' by vertical and horizontal variations in wall planes, building projections, door and window bays, and similar elements. Building articulation should be present on the side and rear walls of the building, unless it is not visible to the public. h. The exterior surfaces of buildings for the ground floor must be protected with anti -graffiti coating where appropriate. 4. Color and Materials a. Colors and materials should be consistent and complementary throughout the Project area. Final Draft Page 39 OCTOBER 1S, 2019 196 b. Exterior materials and architectural details should complement each other and should be stylistically consistent. C. Building materials must be durable and resistant to damage, defacing, and general wear and tear. Acceptable building materials may include concrete, fiber cement siding, stone masonry, metal, stucco, glass and/or other contemporary composites. d. Building materials that support sustainability through the use of environmentally sound building materials and local resources (e.g., locally available, contain high recycled -content, are re ed, come from renewable sources, and that contain low volatile organic compound (VOC) levels) is highly encouraged. 5. Screening and Mechanical Equipment a. All screening devices must be compat e with the itecture, materials and colors of the building. ,�"' b. Loading docks, bays and parking sp d livery service areas, outdoor storage areas, stand-alone mechanica ipment facilities, should be located and designed to minimize their isibility, circulation conflicts and adverse noise impacts. These facilities must be oriented so that they do not face any public rights-of-way or are screened from view. Sound attenuation walls must be used where appropriate to reduce noise where required by code or the Project's environmental analysis. N; fte C. Utility and mechanica equipment must be screened from view of public streets and nearby buildings on all sides with landscaping and/or architectural elements. d. Rooftop mounted equipment visible from the surrounding area, adjacent buildings, and any public rights-of-way must be screened from public view and equipment should be painted to match the roof color when equipment is visible. Final Draft Page 40 OCTOBER 1 S, 2019 197 e. Trash and recycling receptacles areas must be completely screened from public view from public rights-of-way with solid walls, wood, and/or landscaping. f. Ground mounted enclosures must be protected with anti -graffiti coating. 6. Landscaping Trash enclosures with architectural screening elements A Landscape Master Plan for the Specific Plan area must be provided to the City to provide for a unified concept within the Specific Plan area prior to the issuance of the first building permit. General a. All areas not covered by buildings, walkways, driveways, parking spaces, and service areas must be landscaped (with drought tolerant plantings and sustainable hardscapes in accordance with the City's water conservation requirements). )K b. Landscaping should e the quality of the Project by framing and softening the appearanc f buildings, defining site functions, screening undesirable views and bu i incompatible uses. C. Landscaping at the eter of buildings is encouraged to soften the transition between buil ing and parking lot. Parking lot landscaping must be distributed evenly to provide for consistent design and shading. d. Landscaped areas should generally incorporate a combination of planting materials utilizing a three tiered system consisting of. 1) trees, 2) shrubs or vines, 3) groundcover/ornamental grasses. Landscaping should be in scale with the adjacent buildings and be of appropriate size at maturity. e. Placement of landscaping should not interfere with the lighting of the Project area or restrict access to utilities. f. Landscaping should be utilized to define edges, buffer adjacent properties, screen parking areas and storage areas. g. In order to reduce the heat-island effect, space parking lot trees to achieve shading at ratios required by the development regulations of this Specific Plan. Trees must adequately shade parking lots and provide sufficient area for water quality requirements. Final Draft Page 41 OCTOBER 15, 2019 198 h. Paving materials should include pervious hardscape materials to facilitate water treatment and reduce runoff. i. Bio -retention areas can be used to detain/percolate run-off in planted swales, raised open -bottomed planters, etc. On-site storm water capture system j. Site furnishings including, but not limited to, fixed and moveable seating, trash and recycling receptacles, bike racks, and pedestrian scaled lighting should be of durable and sustainable materials. k. Design and selection of site furniture should inclu iderations for the security, safety, comfort and convene of the user. 8. Walls and Fences a. Wall and fence design should compl ment the Project's architecture. Landscaping may be used to soften the appearance of the wall surface. Ir b. Wall and fencing materials must be made of a durable material. Wall and fencing materials may consist of wrought iron, tubular steel, stone, stucco, or brick. Solid walls incorporate pilasters with decorative caps and offsets, consistent witht e overall architecture. c Landscaping should be used to soften the appearance of the wall surfaces and deter graffiti. d. Fencing for safety and security of the golf course and the outdoor target area at the commercial recreation and entertainment facility may utilize netting and/or chain link if approved in the site plan review process. Chain link fencing is not permitted in the public parking lot that is visible from any public rights-of-way. e. Razor wire is not permitted. f. Walls and fences must be protected with anti -graffiti coating. Final Draft Page 42 OCTOBER 15, 2019 199 9. Lighting Design a. Pedestrian scale lighting should be present at all entries, plazas, courtyards, parking lots, pedestrian ways, and other areas where nighttime pedestrian activity is expected. b. Lighting design of fixtures and their structural support should be architecturally compatible with the architecture of the Project. C. When appropriate, wall -mounted lighting may be incorporated. Wall - mounted lights should be compatible with the building's architectural style. 10. Signage a. Unless specifically modified by this Specific Plan, all signage must comply with ESMC requirements. b. Billboards, pole signs, and signs incorporating flashing or blinking lights are not permitted within this Specific Plan area. C. The character of the signage, including te location, size, height, design and lighting must be in keeping with the architectural character and monument style of the overall Project. '' d. Signs should make a positive contribution to the desired character of the Project and provide for clear identification and wayfinding. e. Vehicle, bicycle, and pedestrian circulation throughout the Project site to parking and various destinations should be enhanced through a comprehensive system of directional signage and related wayfinding elements. Final Draft Page 43 OCTOBER 15, 2019 200 VI. DEVELOPMENT STANDARDS Upon adoption of The Lakes Specific Plan, the development standards and procedures established herein become the governing zoning standards for land uses within The Lakes Specific Plan area, as specified for each subarea. In accordance with the requirements of the El Segundo Municipal Code, the development standards and use restrictions throughout the City shall govern the development, use and operation of the properties within The Lakes Specific Plan area, except as otherwise provided in The Lakes Specific Plan. In the case of a conflict between the applicable rules governing new development in the El Segundo Municipal Code and the spirit, intent or requirements of The Lakes Specific Plan, this Specific Plan shall govern. Where the Specific Plan is silent, the El Segundo Municipal Code shall apply. A. PERMITTED USES Table VI -1 (Allowable Uses) provides a listing of those 6ws which are permitted by right, are subject to Conditional Use Permit review, are subject to an Administrative Use Permit review, are permitted as an accessory use, and prohibited within the two bareas of t ®is'"Specific Plan. The two subareas are the Public Recreation/Open Space (PUB- S) subarea and the Commercial Public Recreation/Open Space (CPR/OS) subarea. Uses nS wn as Permitted, Conditionally Permitted, approval of an Administrative Use Permit, ors ry are prohibited, unless the Planning and Building Safety Director makes a determinatioa proposed use while not listed in the following table closely corresponds to a listed usech is permitted by right, as an accessory use to a permitted or conditionally permitted use, or which is permitted subject to the granting of a discretionary permit. IL Table VI -1 Allowable Uses Commercial golf entertainment facility - P Concession Stands A A Conference room/Event space A A Entertainment, including live entertainment - A General Offices A A General Storage A A Golf Courses (including driving range) P P Maintenance Buildings/Facilities A A On-site sale and consumption of alcohol at restaurants and cafes C C On-site sale and consumption of alcohol at bars - C Outdoor Dining A A Final Draft Page 44 OCTOBER 15, 2019 201 Parking structures and surface parking lots Parks Recreational or multipurpose recreational building in conjunction with park and/or playground facilities Recreational Facilities (Public, Outdoor as defined in ESMC 15-1-6) Recreational Facilities (Private/Commercial as defined in ESMC 15-1-6) (except commercial golf entertainment facility) Restaurants, full service Restaurants, fast food Retail uses (excluding off site sale alcohol sales) Utility Facilities Video arcade machines Wireless Communications Facilities (Pursuant to ESMC Chapter 15-19) Any use customarily incidental to a permitted use All uses that are not permitted, conditionally permitted or determined to be similar uses as specified above. AUP Administrative Use Permit A Permitted Accessory Use C Conditional Use P Permitted Use -- Not Permitted B. DEVELOPMENT STANDARDS 1. Lot Area a. The minimum lot area is 10 acres. 2. Height A A P P C C P P C C A A A A A A C C A A AUP, C AUP, C A A a. Buildings and structures within the PROS subarea cannot exceed 26 feet in overall height, as measured from the lowest finished grade covered by the building or structure. b. Buildings and structures within the CROS subarea cannot exceed 65 feet in overall height, as measured from lowest finished grade covered by the building or structure. C. Exceptions to building height are permitted in accordance with ESMC § 15- 2-3. d. In both subareas, a maximum of 175 feet in overall height measured from Final Draft Page 45 OCTOBER 15, 2019 202 3. 4. 5. lowest finished grade is permitted for safety fences and netting and their associated support posts located on or adjacent to property lines as approved by site plan review. Setbacks a. Front Setback: In both subareas, buildings and structures must maintain a minimum setback of twenty-five feet (25') from the property lines along Pacific Coast Highway and Hughes Way. Visually permeable fences, safety netting and associated support poles may be located in the setback area, including on property lines as approved by site plan review b. Side Setback: In both subareas, buildings and structures must maintain a minimum setback of five feet (5') from each side lot line. (Additional setbacks may be required depending on Building Code requirements that relate to type and height of the structure). Fences, walls, safety netting and associated support poles may be located in the setback area, including on property lines as approved by site plan)view. C. Rear Setback: In both subareas, buil ings and structures must maintain a minimum setback of five feet (5') each rear lot line. (Additional setbacks may be required depending o uilding Code requirements that relate to type and height of the structure . Fences, walls, safety netting and associated support poles may be located in the setback area, including on property lines as approved by site plan review. d. "Architectural landscape features" including fountains, water features and waterfalls, free-standing arbors/pergolas, and similar features as determined by the Director of Planning and Building Safety, may encroach into the front, side and rear yard setback areas subject to site plan review, provided a minimum landscaped setback of three feet is maintained. The features may cover a maximum of twenty five percent of the total area of the setback, and be a maximum of twenty feet in height. e. Exce# ions to setback requirements are permitted subject to the requirements of ESMC § 15-2-7 Open Space Areas and Encroachments, and as permitted in Sections VI(D) and VI(E) of this Specific Plan. Lot Frontage a. A minimum of 100 feet of frontage on a dedicated public street must be provided for all lots. Lot Coverage and Floor Area a. Buildings and structures within the PROS subarea shall not cover more Final Draft Page 46 OCTOBER 15, 2019 203 than forty percent (40%) of the lot area. b. The cumulative total size of all buildings and structures within the CROS subarea shall not exceed a floor area 0.147. C. The Director of Planning and Building Safety has the authority to administratively allow an adjustment between the net square footage of listed land uses in each subarea set forth in Table III -1, provided that no adjustment results in a single land use increasing by more than ten percent (10%) and provided that, appropriate evidence is submitted substantiating that the increase will not result in a significant impact as determined by the Director. 6. Walls and Fences a. All walls and fences must comply w#kESMC § -4 except as otherwise specified in Section VI(B)(2)(d) of this Specific P 7. Lighting a. Lighting fixtures shall not exceed +etin height, as measured from adjacent grade to the top of the fixture. b. All lighting must prevent direct glare and spillover on to adjacent properties. 8. Ancillary Structures a. Trash and recycling enclosures, outdoor storage areas, mechanical equipment enclosures, transformers and similar structures are permitted ..4 subject to the screening requirements contained in ESMC § 15-2-8 and the Design Guidelines in Section V.A(5) of this Specific Plan. C. CIRCULATION 1. Transportation Demand Management (TDM) Plan, that identifies trip reduction methods in accordance with the guidelines set forth in ESMC Chapter 15-16 and Chapter 15-17, must be prepared for development within The Lakes Specific Plan area. A TDM Plan must be submitted for City review prior to issuance of a building permit. 2. Public streets must be designed and constructed in accordance with the General Plan and in the overall right-of-way size identified in the Street Classification and Standards (Exhibit C-8) in the Circulation Element of the General Plan or as exempted subject to the regulations in ESMC Chapter 15-24A Right of Way Final Draft Page 47 OCTOBER 1 S, 2019 204 Dedications and Improvements. No public or private streets are located within the Specific Plan area. This Specific Plan does not involve the extension or expansion of any right-of-way of the public streets adjoining the Specific Plan area which include Pacific Coast Highway (a major arterial street that is a Caltrans owned State Highway Facility) and Hughes Way (a secondary arterial street). D. PARKING AND LOADING 1. Parking and loading spaces must be provided in accordance with ESMC Chapter 15-15, except as provided below: a. The number of required parking spaces will be determined based upon review and approval of a Parking Demand Study subject to the criteria required in ESMC Chapter 15-15. b. The number of required parking spaces may be modified subject to the approval of a Transportation Systems agement Plan, as specified in the ESMC Chapter 15-16 "Developer Transpd ation Demand Management." C. Off-site parking is permitted in areas east of Pacific Coast Highway. The parking must be located within 1,000 feet of the boundary of The Lakes Specific Plan area unless otherwise approved by the City Council. A written agreement must be executed by all parties concerned, to the satisfaction of the Director of Planning and Building Safety and the City Attorney assuring the continued availability of the number of stalls located offsite. Reciprocal access easements or covenants must be recorded for contiguous lots before issuance of a building permit and must be shown or noted on the applicable site plans. Parking lots and driveways may straddle lot lines subject to the provisions contained in a reciprocal parking and access easement or covenant. Driveways that connect parking lots with a right-of-way may encroach into a required landscape setback on interior and/or rear property lines. Such documents must include provisions for maintenance. 2. Required parking stalls may encroach into the required setbacks (specified in Section VI(B)(3) of the Lakes Specific Plan), provided that a minimum 3 -foot landscaped buffer is provided and maintained between the property lines and the paved portions of the parking stalls. 3. Preferential parking must be provided for carpools and vanpools. 4. Bicycle parking must comply with ESMC Chapters 15-15 and 15-16 and the Green Building Code. Final Draft Page 48 OCTOBER 15, 2019 205 E. LANDSCAPING This section will ensure that adequate landscaping area and permanent maintenance is provided for the development. This mandate is also in accordance with the City's requirements to landscape commercial and recreational areas. Landscaped areas must be provided and permanent irrigation systems installed in the landscaped areas at: 1) around the perimeter of the buildings in the setbacks, 3) within the required setbacks along the property perimeter and, 4) in the Vehicular Use Areas (VUAs) as defined in ESMC § 15- 1-6. A Landscape Master Plan must be prepared for The Lakes Specific Plan area to ensure a unified appearance implementing the intent of the Design Guidelines and objectives of this Specific Plan. The Landscape Master Plan must be submitted to the City prior to approval of the first site plan review within the Specific Plan area. ALL LANDSCAPING 1. Landscaping must conform to the City's ater Conservation in Landscaping requirements as set forth in ESMC 15-15A. BUILDING PERIMETER LANDSCAPIN I . Except as otherwise allowed by s Plan, a minimum horizontal depth of five feet of landscape materials, excluding u s, must be provided around each building except foventrances to buildings a . any other required paved areas. In instances where two buildings are separated by ten feet, the landscape requirement may be reduced to allow for pedestrian walkways/access. PROPERTY PERIMETER DSCAPING 1. An average of o shade tree must be provided for every 25 feet of street frontage adjacent to pa ng lot areas. 2. There shall be a minimum landscaped perimeter of three feet along Pacific Coast Highway and Hughes Way. Final Draft Page 49 OCTOBER 15, 2019 206 VEHICULAR USE AREAS 1. Vehicular Use Areas (VUA) include parking lots and loading areas. Landscaping in the VUAs must cover a minimum of five percent of the VUA and be distributed uniformly throughout the VUA. Such landscaping is in addition to the required property perimeter and PARKING LOT LANDSCAPE building perimeter landscaping. The figure to the right represents a typical parking area within the Specific Plan. a. A minimum of a three foot landscape buffer must be provided at all parking lot edges to screen parking lots and provide shading. T Planting areas containing trees must have a minimum width of five feet except for existing planting areas along the property perimeter abutting Pacific Coast Highway and Hughes Way where the imum width may be three feet. Trees are required to provide shade. F. PUBLIC SAFPTY In an effort to ensure the safety of employees and visitors to The Lakes Specific Plan area, the following strategies must be incorporated into site development: 1. Lighting must be adequate throughout the Specific Plan area and shielded to minimize off-site illumination. Submittal of photometric studies is required as part of any site plan review submittal which includes parking lots, and parking structures in the Specific Plan area. 2. The site design and operation must comply with fire and police safety regulations with regard to site layout, building configurations, landscape design, and infrastructure requirements. 3. Street lighting must be provided in accordance with ESMC requirements. G. SIGNAGE 1. Signage within The Lakes Specific Plan area must conform to the signage Final Draft Page 50 OCTOBER 15, 2019 207 regulations of the ESMC except as established and approved in a Master Sign Program for the Specific Plan. 2. The following signs are not permitted within the Specific Plan area: • Billboards, as defined in the ESMC; and • Pole signs; and • Signs incorporating flashing or blinking lights. 3. A Master Sign Program for the Specific Plan area must be developed and submitted for review and approval by the Planning Commission prior to installation of signs within the Specific Plan areas. The Master Sign gkogram must include the following elements: • Master signage (entryways, common sign design throughout the Specific Plan area); • Sign standards developed for the uses allowed under the Specific Plan; • Provisions for way finding and decorative elements such as banners; • General features that all si ns are required comply with; and • Regulations for temporary si including construction signs). H. SUSTAINABILITY All new development must have buildings designed to be energy efficient to meet or exceed Title 24 requirements. 2. Parking lot areas must include Stormwater management practices that treat Stormwater runoff from 90% of the average rainfall on the site using structural and non-structural management measures. 3. Bicycle parking must comply with the ESMC and Green Building Code. 4. Exterior lighting must be energy efficient and designed to minimize light pollution. 5. Low -emitting building materials must be utilized. 6. Reclaimed water must be utilized for all landscaped areas if available and feasible. Final Draft Page 51 OCTOBER 15, 2019 208 I. ENCLOSED USES All uses must be conducted wholly within an enclosed building or structure except for the following: 1. Mechanical equipment provided it complies with the requirements of ESMC § 15- 2-8. 2. Outdoor restaurants and cafes incidental to the permitted use, provided they comply with the provisions of ESMC §15-2-16. 3. Recreational facilities customarily conducted in the open. 4. Wireless communications facilities (including antennas, and dishes) provided they comply with the requirements of ESMC Chapter 15-19. 5. Entertainment, provided it complies with the requirements and ndards contained in ESMC Chapter 7-2. Other ancillary uses as determined by the Dire for of Planning and Building Safety. Final Draft Page 52 OCTOBER 15, 2019 209 VII. ADMINISTRATION A. INTRODUCTION Unless regulated by this Specific Plan, development will be administered and enforced by the City in accordance with the ESMC. This Specific Plan supersedes any conflicting ESMC zoning regulation. 1. The Director of Planning and Building Safety may grant administrative use permits in accordance with ESMC Chapter 15-22. 2. The Director of Planning and Building Safety may make other administrative determinations using the same procedures set forth in ESMC Chapter 15-22. 3. The Director of Planning and Building! fety may grant adjustments and administrative adjustments in accordance witl>�SMC Chapter 15-24. 4. The Planning Commission may grant conditional use permits in accordance with ESMC Chapter 15-23. B. MUNICIPAL CODE REFERENCES All section references in the Specific Plan ref o the El Segundo Municipal Code (ESMC) as adopted at the time of building permit applicatio ubmittal. C. MODIFICATIONS 1. Major Modifications Any proposed modifications or changes to this document that would substantially alter the requirements contained in this document shall require an amendment to The Lakes Specific Plan. Major Modifications requiring an amendment to this Specific Plan include, without limitation: a. Any decrease in the required building setbacks as set forth in Section VI.B.3 above; b. Any increase in the total developable square footage of the entire Specific Plan in excess of the maximum allowed under the Specific Plan; C. Any increase in height of buildings or structures on the Property above the limits set forth in the Specific Plan except for fencing and associated posts for the municipal golf course and other safety netting in the side yards and rear yards as allowed in this Specific Plan; Final Draft Page 53 OCTOBER 15, 2019 210 d. Any change to a use which is not permitted under the Specific Plan, except as approved by the Director in accordance with Chapter 15-22 of the ESMC; e. Any change in the land use plan categories identified in Exhibit 5 of this plan; f. Any decrease in the minimum required lot area; g. Any decrease in the minimum required lot frontage; h. Any material modification that requires modifition to the EIR other than an Addendum; and i. Any modification determined by the Director of Planning and Building Safety as a major modification an quiring a dment to this Specific Plan. 2. Minor Modifications Any modification to this Specific Plan not listed above as a "major modification," including a use approved subject to an Administrative Use Permit, is a Minor Modification. Upon the administrative approval of the Director of Planning and Building Safety or designee, Minor Modifications to this Specific Plan may be made, provided that such modifications are consistent with the Development and Design Standards, Applicable Rules, and Project Approvals. Such Minor Modifications may include, without limitation: • Adjustments, Administrative Adjustments, Administrative Determinations subject to the requirements in Section VILA, above. Modificat' ns to the conceptual infrastructure plans D. SITE PLAN REVIEW 1. Overview A Site Plan Review ("SPR") is required for any development proposed in the Specific Plan area and an application shall be filed with the Department of Planning and Building Safety. 2. Application for Site Plan Review - Contents The Site Plan Review Application must conform to the following. The number of copies required for submittal will be determined by City policy at time of submittal: a. Plans and landscape plans for projects must be prepared by a registered Final Draft Page 54 OCTOBER 15, 2019 211 L� C. re I architect and a licensed landscape architect respectively. Site Plan. A fully dimensioned site plan, drawn to scale and showing: 1. Location of existing and proposed structures, including signs, showing dimensions from property line; 2. Location, size and species of existing trees or natural attributes; 3. Location of off-street parking. The number of parking spaces (specifying handicapped, compact and regular spaces), type of paving, direction of traffic flow, parking stall dimensions, and areas for turning and maneuvering vehicles; 4. Location and dimension of driveway approaches, street and highway dedications (if applicable), and off-street loading areas; 5. Refuse disposal and recycling; 6. Location, height, and material of existing and/or proposed fences and walls; 7. Means of screeni vents, pipes, antennas and machinery placed on roofs; 8. Location, heightd specifications of all existing and/or proposed exterior lighting; 16 9. Location of:' utility pipes, valves, vaults and similar d appurtenances; an 10. Location of structures on abutting lots showing dimensions to property line. 11. Any other information deemed necessary by the Director of Planning and Building Safety. Photometric Analysis for parking lots and parking structures. Elevation Drawings. Elevation drawings dimensioned and fully illustrating all sides of the proposed structures. These drawings must include: 1. Location of signs and size, height, color, material and type of illumination of all signs. A Master Sign Plan must be submitted when the development includes two or more tenant spaces; 2. Location, size and style of architectural features, such as awnings, Final Draft Page 55 OCTOBER 15, 2019 212 doors, windows and other wall openings; and 3. All exterior materials and their colors. e. Landscape Plan. A preliminary landscape plan showing the location and design of the following listed items: 1. Existing trees (by species and size) proposed to be retained, removed or relocated on the site; 2. Landscaped areas and the numbers, varieties and sizes of plant materials to be planted therein and all other landscape features; 3. Softscape, hardscape (walkways, paving, textured concrete) and lighting; and 4. All submittal material required by ESMC e 10-2. f. Colors and Materials. A materials and colors board s owing all colors and materials, with color chips and textures keyed to the principal plan elements where those components are found. g. Floor Plans (fully dimensio h. Photo Board. Showing s ect site, and all surrounding properties. i. Rendering/Illustration. One set of color elevation drawings or a color rendering. The Director of Planning and Building Safety may require, at his/her discretion, a computer model where such is necessary to evaluate scale, massing and architectural treatment. 3. Site Plan Review — Procedure a. The Director of Planning and Building Safety must review the application to ensure there is consistency with the Specific Plan within 45 days after the Director deems the application complete in accordance with Government Code section 65940 et seq. a. The Site Plan Review process is discretionary and is subject to the requirements of the California Environmental Quality Act (CEQA). b. The Site Plan Review must be scheduled for public hearing before the Planning Commission w ithin the time limits established by applicable Government Code Sections, which can include, but are not limited to the Permit Streamlining Act (Government Code § 65920 et seq.) and the California Environmental Quality Act (CEQA) (Public Resources Code § Final Draft Page 56 OCTOBER 15, 2019 213 21000 et seq.). Notice of public hearings must be given in accordance with ESMC Section 15-27-5. The Planning Commission must render its decision in writing, either approving, approving with conditions, or denying the Site Plan Review application, and stating the reasons for such action. The decision of the Planning Commission is final unless appealed to the City Council. C. Any aggrieved person may appeal the Planning Commission's decision to the City Council. Such appeal must be filed in writing with the Department of Planning and Building Safety within ten days after the date of the written decision by the Planning Commission. Upon receipt of such an appeal and the payment of the appropriate filing fee, thetter must be scheduled for consideration by the City Council in accordance with ESMC Chapter 15- 25. d. The Site Plan is valid for two years from the date of approval. If construction does not commence within such time, but the appl'c t has diligently pursued the Project plan review pro s, the Dire r of Planning and Building Safety may extend the Site Plan pproval for up to two additional years. e. After the Site Plan is approved, the Director of Planning and Building Safety may approve minor changes in the Site Plan or its conditions if the Director finds that there are practical reasons for such changes, that such changes do not substantially vary from the previously approved site plan and applicable law and that such changes d not involve deviations from the design's intent. 4. Site Plan Review Criteria The purpose of the Site Plan Review procedure is to ensure that the development provides a cohesive visual identity and coordinated design character for the Specific Plan area of high quality. The overall coordinated design character must be expressed in the site planning, architecture, landscaping, lighting, and signage. The architectural design is to be compatible in character, massing and materials consistent with the conceptual plan depicted in this Plan. In approving the Site Plan Review the Planning Commission, or City Council on appeal, must consider the following factors: a. The dimensions, shape and orientation of the parcel; b. The placement of buildings and structures on the parcel; C. The height, setbacks, bulk and building materials; Final Draft Page 57 OCTOBER 15, 2019 214 d. The building materials and design; e. The distance between buildings or structures; f. The location, number and layout of off-street parking and loading spaces; g. The internal vehicular patterns and pedestrian safety features; h. The location, distribution, amount and type of landscaping materials and the sustainability of the landscaping material with the El Segundo climate in compliance with the applicable climate zone; i. The placement, photometrics, height and direction of illumination of light standards; j. The location, number, size and heig of signs; k. The location, height and materials of Aps, fences or dges; 1. The location and method of screening refuse and storage areas, roof equipment, pipes, vents, utility equipment and all equipment not contained in the main buildings of t velopmen in. Compliance with all api e elopment standards including, but not limited to, height, setbac FAR, and off-street parking requirements; and, n. Consistency with the Design uidelines of this Specific Plan. 5. Approval Criteria The Znas ining Commission, or City Council on appeal, may approve the Site Plan Review if it that the proposed development, with conditions if necessary, is consistent with this Specific Plan. 6. Exempt Ac sties The following is a list of activities which are exempt from the Site Plan Review process. This list is not all-inclusive; the Director of Planning and Building Safety may exempt other activities not listed that constitute minor changes to an approved Site Plan: a. All interior changes and alterations b. Exterior mechanical equipment (heating, air conditioning, water heater, transformers) designed with mechanical equipment screening compatible with the architecture of the building to which it is adjacent or affixed. C. Minor exterior repairs with the same or similar types of building materials Final Draft Page 58 OCTOBER 15, 2019 215 as determined by the Director of Planning and Building Safety. d. Re -glazing new mullions. e. Re -landscaping consistent with the landscape palette. f. Repainting. g. Reroofing with similar style roofing materials. E. AMENDMENT In accordance with the Government Code §§ 65450-65457, Specific Plans must be prepared, adopted and amended in the same manner as General Plans except that Specific Plans may be adopted by resolution or by ordinance. This Specific Plan may be amended as necessary by ordinanbe. Said amennt or amendments do not require a concurrent General Plan amendment unless the Director of Tanning and Building Safety determines that the proposed amendment would substantially affect General Plan goals, policies, objectives or programs. F. CALIFORNIA ENVIRONMENTAL QUALITY ACT COMPLIANCE The Lakes Specific Plan and related entitlements were approved in accordance with the California Environmental Quality Act (CEQA), the State CEQA Guidelines (Guidelines), and City policies adopted to implement the,CEQA and the Guidelines. 01 Final Draft Page 59 OCTOBER 15, 2019 216 APPENDIX A THE LAKES SPECIFIC PLAN LEGAL DESCRIPTION PARCEL A: IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING PARCEL 1 OF PARCEL MAP NO. 17749 AS SHOWN O MAP RECORDED IN BOOK 207, PAGES 56 TO 60, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY TOGETHER WITH THE LAND DESCRIBED IN A GRANT DEED RECORDED JULY 18, 1995 AS INSTRUMENT NO. 95-1161504, OF OFFICIAL RECORDS. EXCEPTING THEREFROM THE LAND DESCRIBEDGRANT KED RECORDED MARCH 12, 1999 AS INSTRUMENT NO. 99-0411887, OF OF ICIAL RECORDS. THE ABOVE DESCRIBED PARCEL CONT S 25.757 ,MORE OR LESS. PARCEL B: IN THE CITY OF EL SEGUNDO, COUNTY O OS ANGELES, STATE OF CALIFORNIA, BEING THE LAND DESCRIBED INA NT DEED RECORDED JUNE 19, 1996 AS INSTRUMENT O. 96-967352, OF OFFICIAL RECORDS. THE ABOV SCRIBED PARCEL CONTAINS 34,358 SQUARE FEET, MORE OR LESS. Final Draft Page 60 OCTOBER 15, 2019 217 Attachment I Planning Commission Resolution No. 2856 218 PC RESOLUTION NO. 2856 A RESOLUTION OF THE PLANNING COMMISSION RECOMMENDING THAT THE CITY COUNCIL CERTIFY THE ENVIRONMENTAL IMPACT REPORT, MAKE CERTAIN ENVIRONMENTAL FINDINGS PURSUANT TO THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND ADOPT A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT (ENVIRONMENTAL ASSESSMENT NO. EA -1135, SPECIFIC PLAN NO. SP 16-02, GENERAL PLAN AMENDMENT NO. GPA 16-01, ZONE CHANGE NO. ZC 16-01, ZONE TEXT AMENDMENT NO. ZTA 16-04, SITE PLAN NO. 16-01, LOT LINE ADJUSTMENT NO. SUB 16-03, AND CONDITIONAL USE PERMIT NO. CUP 16-05) LOCATED AT 400 SOUTH PACIFIC COAST HIGHWAY. The Planning Commission of the City of EI Segundo does resolve as follows: SECTION 1: The Planning Commission finds and declares that: A. On June 20, 2016, CenterCal Properties, LLC, filed an application for Environmental Assessment No. EA -1135, General Plan Amendment No. 16-01, Zone Change No. ZC 16-01, Specific Plan No. SP 16-02, Zone Text Amendment No. ZTA 16-04, Site Plan Review No. 16-01, Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05 for approval of a specific plan and related discretionary entitlements to facilitate a development project at the Lakes golf course consisting of replacing an existing driving range and hitting bays with a three-story golf -themed commercial recreation and entertainment facility, including hitting bays, a restaurant/bar, and other supporting accessory uses to be operated under the "Topgolf" brand. Additional project improvements include demolition of the existing clubhouse and reconstruction of a smaller clubhouse, modification of the fairways and layouts of three holes at the existing 9 -hole executive golf course, new golf course lighting, and modification and expansion of the existing parking to accommodate additional parking to serve the facility; B. After submittal of additional information, Staff deemed the project applications complete on August 31, 2016; C. Pursuant to the provisions of the California Environmental Quality Act, Public Resources Code Sections 21000 et. seq. ("CEQA"), the State's CEQA Guidelines, California Code of Regulation, Title 14, Section 15000 et. seq., the City's Local CEQA Guidelines (City Council Resolution No. 2805, adopted March 16, 1993), and Government Code Section 65962.5(f) (Hazardous Waste and Substances Statement), the City of EI Segundo prepared an Environmental Impact Report (State Clearinghouse Number 2016091003) (the "EIR"); -1- 219 D. The City prepared an Initial Environmental Study (the "Initial Study") for the Project pursuant to Section 15063 of the CEQA Guidelines, and on September 1, 2016, the Initial Study (IS) and Notice of Preparation (NOP) were released to the public and public agencies for a comment period of 33 days (through October 3, 2016). On September 1, 2016, a Public Notice was mailed to property owners within a 300 -foot radius from the subject property, the Notice was published in the El Segundo Herald, and the Notice was posted on the City's website. Lastly, a copy of the Initial Study was made available at the public counter at City Hall and the local library, and was made available on the City's website for the public to download and review; E. On September 8, 2016, the Planning Commission conducted a public scoping meeting to provide a forum for agencies and members of the community to provide verbal comments on the IS/NOP; F. After the NOP comment period ended, the Draft EIR was prepared taking the comments into account. After completing the Draft EIR, the document was made available to the public on January 26, 2017 for a 47 -day public comment period that concluded on March 13, 2017; G. On February 2, 2017, City Staff hosted a noticed public commenting session to provide the public with an opportunity to submit verbal comments, in addition to the typical written comments, on the Draft EIR. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice posted at The Lakes clubhouse facility, and a Notice was posted on the City's website; H. On May 25, 2017, the Final EIR was completed and Notice was provided via mail to all property owners within a 300 -foot radius of the subject site, and on May 25, 2017 a Notice was published in the El Segundo Herald announcing that a public hearing was scheduled with the Planning Commission on June 8, 2017 to review the Final EIR and the entitlement applications for the proposed project; On June 8, 2017, the Planning Commission conducted a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City staff and public testimony, and the applicant; J. On June 8, 2017, at the request of the Applicant, the Planning Commission continued the public hearing to June 22, 2017; WA 220 K. On June 22, 2017, the Planning Commission continued the public hearing to July 13, 2017; and, L. On July 13, 2017, the Planning Commission of the City of EI Segundo adopted Resolution No. 2820, recommending that the City Council certify the EIR, make certain environmental findings of fact, and adopt a Mitigation Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project; M. The City Council of the City of EI Segundo held a duly noticed public hearing on September 5, 2017, to review and consider the staff report prepared for the project, receive public testimony, and review all correspondence received on the project; N. On September 5, 2017, the City Council adopted Resolution No. 5054, certifying the EIR, making certain environmental findings of fact, and adopting a Mitigation Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project; O. On October 3, 2017, the City Council considered the entitlements associated with the project, such as a General Plan Amendment, Zone Change, Zone Text Amendment, Lakes Specific Plan, Lot Line Adjustment and Conditional Use Permit for the TopGolf Project; however, motions to approve the Ordinance project failed, and the City Council did not approve the project; P. Subsequently, in late 2017 and early 2018, the City Council directed staff to issue a Request for Proposals (RFP) for the Lakes golf course to determine whether other recreational uses or projects might be conducted on the Property; Q. In September 2018, the City Council selected the proposed Applicant/Developer and Topgolf project as one of two finalists and the parties are attempting to negotiate a lease with respect to the operation of the Lakes; R. On November 21, 2018, the Applicant filed a request that the City reconsider the proposed Lakes Specific Plan and Topgolf project as presented and analyzed in 2017; S. On December 20, 2018, the Applicant submitted a slightly modified version of the project, which included the following modifications: • The upper level roof terrace would decrease from 2,687 GSF to 1,364 GSF, • The previously proposed 2,084-GSF bar on the middle level is excluded and a new 1,648-GSF bar is proposed on the upper level, W11 221 • The previously proposed middle level 2,897-GSF of event space is excluded, and 2,085 GSF of new event space is proposed on the upper level, • A new 1,466 -SF kitchen and 960 -SF dining area are proposed on the middle level- no kitchen or dining area were previously proposed on the middle level, • The ground level kitchen would decrease from 2,410 SF to 1,346 SF, • A new 1,936 -SF bar is proposed on the ground level- no bar was previously proposed on the ground level, • The ground level 1,655 -SF lounge area is excluded, and • The upper level 240 -SF lounge area is excluded. T. On January 8, 2019, the City's environmental consultant completed an independent review of the modified project and determined that no new significant environmental impacts would result, the modifications would not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. Thus, the City's environmental consultant concluded that the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. U. On January 10, 2019, a Notice was published in the El Segundo Herald and Notice mailed to property owners within a 300 -foot radius from the subject property, announcing that a public hearing was scheduled with the Planning Commission on January 24, 2019, to consider the proposed modified project; V. On January 24, 2019, the Planning Commission conducted a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City staff and public testimony, and the applicant; and, W. This Resolution and its findings are made based upon the testimony and evidence presented to the Commission at its January 24, 2019 hearing including, without limitation, the staff report submitted by the Planning and Building Safety Department. SECTION 2: Environmental Assessment. The Planning Commission makes the following environmental findings: A. Pursuant to CEQA Guidelines Sections 15064 and 15081, and based upon information contained in the Initial Study, the City ordered the preparation of an Environmental Impact Report ("EIR") for the Project. The City contracted with independent consultants for the preparation of the technical studies for the EIR and on September 1, 2016, prepared and sent a Notice of Preparation of the EIR to responsible, trustee, and other interested as 222 agencies and persons in accordance with Guidelines Section 15082(a). Comments on the Notice of Preparation were accepted during the 33 -day comment period ending on October 3, 2016. During the scoping period, the City held an advertised public meeting on September 8, 2016, to facilitate public input regarding the scope of the EIR. B. The City completed the Draft EIR, together with those certain technical studies (the "Appendices"), on January 26, 2017. The City circulated the Draft EIR and the Appendices to the public and other interested parties from January 26, 2017 through March 13, 2017, for a 47 -day comment period. In addition to receiving written comments submitted during this time, public comments were received at an advertised public commenting session on February 2, 2017. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice posted at The Lakes clubhouse facility, and a Notice was posted on the City's website. C. During the Draft EIR public comment period, including at the February 2, 2017 public commenting session, the City received numerous letters and comments. Responses to each of the individual comments were prepared and made available on May 25, 2017. The comments and responses are part of section 11.3 of the Final EIR, and are incorporated herein by reference. The written responses to comments were made available for public review in the Planning and Building Safety Department, at the EI Segundo Public Library and on the City's website. After reviewing the responses to comments, the revisions to the Draft EIR, and the Final EIR, the Planning Commission finds that the information and issues raised by the comments and the responses thereto do not constitute significant new information requiring recirculation of the EIR. D. The Final EIR is comprised of the Draft EIR, an errata thereto, comments and recommendations received on the Draft EIR, a list of persons, organizations and public agencies commenting on the Draft EIR, the City's Responses to Comments, and the Mitigation Monitoring and Reporting Program. E. The Planning Commission has independently reviewed and considered the content of the Final EIR, all written and oral public communications, and all other evidence before the Commission prior to making a recommendation to the City Council on the proposed project. The Planning Commission hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment of the City. Although minor revisions have been made to the Draft EIR in response to comments received during the public process, no significant new information has been added to the EIR since public notice was given of the availability of the Draft -5- 223 EIR for public review. Consequently, recirculation of the EIR is not required pursuant to Section 15088.5 of the CEQA Guidelines. F. The comments regarding the Draft EIR and the responses to those comments were received by the Commission; that the Planning Commission received documents and public testimony regarding the adequacy of the EIR; and the Planning Commission has reviewed and considered all such documents, testimony and the Final EIR prior to making its recommendation to the City Council on the Project. In accordance with Guidelines Section 15090, the Planning Commission hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment and analysis of the City. G. Based upon the Final EIR and the record before the Planning Commission, the Commission finds the Project will not cause any significant environmental impacts after mitigation. Detailed explanations for why the impacts were found to be less than significant are contained in the draft Findings of Fact attached as Exhibit A to this Resolution. H. The EIR describes, and the Planning Commission fully considered, a reasonable range of alternatives to the Project. On the whole, the proposed Project is environmentally superior to other feasible alternatives. Thus, all other alternatives and variations are infeasible or not environmentally preferable for the reasons set forth in the Findings of Fact. On the basis of the FEIR and the record of proceedings in this matter, the Commission finds that the proposed Project would not result in temporary or permanent significant and unavoidable effects for any of the environmental issue areas identified in Appendix G of the State CEQA Guidelines. Therefore, no Statement of Overriding Considerations is necessary. J. Although the project has been slightly modified, as described above in Section 1.S, no new significant environmental impacts result from the modified project, the modifications do not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. As such, the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. SECTION 3: Recommendation. Based on the foregoing findings and on substantial evidence in the administrative record as a whole, the Planning Commission hereby recommends that the City Council adopt the Findings of Fact attached hereto as Exhibit A and incorporated herein by this reference, certify the Final Environmental Impact Report, and adopt the Mitigation Monitoring and Reporting Program attached hereto as Exhibit B and incorporated herein, for The Lakes Specific Plan and Topgolf Project. IN 224 SECTION 4: Reliance on Record. Each and every one of the findings and determinations in this Resolution is based on the competent and substantial evidence, both oral and written, contained in the entire administrative record relating to the project. The findings and determinations constitute the independent findings and determinations of the Planning Commission in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 5: Limitations. The Planning Commission's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the Planning Commission's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the City's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. SECTION 6: This Resolution will remain effective until superseded by a subsequent resolution. SECTION 7: The Commission secretary is directed to mail a copy of this Resolution to Centercal Properties, LLC, and to any other person requesting a copy. SECTION 8: This Resolution is the Planning Commission's final decision and will become effective immediately upon adoption. PASSED, APPROVED AND ADOPTED this 24'" day of January, 2019. ATTEST: Sam Lee, Secretary Ryan Baldino, Chairperson City of EI Segundo Planning Commission IVA Baldino - Newman - Hoeschler - Keldorf - Wingate - 225 APPROVED AS TO FORM: Mark D. Hensley, City Attorney Gregg Kovacevich, Assistant City Attorney Wa 226 Attachment J Planning Commission Resolution No. 2857 227 PC RESOLUTION NO. 2857 A RESOLUTION OF THE PLANNING COMMISSION RECOMMENDING THAT THE CITY COUNCIL CONDITIONALLY APPROVE ENVIRONMENTAL ASSESSMENT NO. EA -1135, SPECIFIC PLAN NO. SP 16-02, GENERAL PLAN AMENDMENT NO. GPA 16-01, ZONE CHANGE NO. ZC 16-01, ZONE TEXT AMENDMENT NO. ZTA 16-04, SITE PLAN NO. 16-01, LOT LINE ADJUSTMENT NO. SUB 16-03, AND CONDITIONAL USE PERMIT NO. CUP 16-05 FOR THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT, LOCATED AT 400 SOUTH PACIFIC COAST HIGHWAY. The Planning Commission of the City of EI Segundo does resolve as follows: SECTION 1: The Planning Commission finds and declares that: A. On June 20, 2016, CenterCal Properties, LLC, filed an application for Environmental Assessment No. EA -1135, General Plan Amendment No. 16-01, Zone Change No. ZC 16-01, Specific Plan No. SP 16-02, Zone Text Amendment No. ZTA 16-04, Site Plan Review No. 16-01, Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05 for approval of a specific plan and related discretionary entitlements to facilitate a redevelopment project at the Lakes golf course consisting of replacing an existing driving range and hitting bays, with a three-story golf -themed commercial recreation and entertainment facility, including hitting bays, a restaurant/bar, and other supporting accessory uses to be operated under the "Topgolf" brand. Additional project improvements include demolition of the existing clubhouse and reconstruction of a smaller clubhouse, modification of the fairways and layouts of three holes at the existing 9 -hole executive golf course, new golf course lighting, and modification and expansion of the existing parking to accommodate additional parking to serve the facility; B. After submittal of additional information, Staff deemed the project applications complete on August 31, 2016; C. Pursuant to the provisions of the California Environmental Quality Act, Public Resources Code Sections 21000 et. seq. ("CEQA"), the State's CEQA Guidelines, California Code of Regulation, Title 14, Section 15000 et. seq., the City's Local CEQA Guidelines (City Council Resolution No. 2805, adopted March 16, 1993), and Government Code Section 65962.5(f) (Hazardous Waste and Substances Statement), the City of EI Segundo prepared an Environmental Impact Report (State Clearinghouse Number 2016091003) (the "EIR"); -1- 228 D. The City prepared an Initial Environmental Study (the "Initial Study") for the Project pursuant to Section 15063 of the CEQA Guidelines, and on September 1, 2016, the Initial Study (IS) and Notice of Preparation (NOP) were released to the public and public agencies for a comment period of 33 days (through October 3, 2016). On September 1, 2016, a Public Notice was mailed to property owners within a 300 -foot radius from the subject property, the Notice was published in the El Segundo Herald, and the Notice was posted on the City's website. Lastly, a copy of the Initial Study was made available at the public counter at City Hall and the local library, and was made available on the City's website for the public to download and review; E. On September 8, 2016, the Planning Commission conducted a public scoping meeting to provide a forum for agencies and members of the community to provide verbal comments on the IS/NOP; F. After the NOP comment period ended, the Draft EIR was prepared taking the comments into account. After completing the Draft EIR, the document was made available to the public on January 26, 2017 for a 47 -day public comment period that concluded on March 13, 2017; G. On February 2, 2017, City Staff hosted a noticed public commenting session to provide the public with an opportunity to submit verbal comments, in addition to the typical written comments, on the Draft EIR. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice was posted at The Lakes clubhouse facility, and a Notice was posted on the City's website; H. On May 25, 2017, the Final EIR was completed and Notice was provided via mail to all property owners within a 300 -foot radius of the subject site, and on May 25, 2017 a Notice was published in the El Segundo Herald announcing that a public hearing was scheduled with the Planning Commission on June 8, 2017 to review the Final EIR and the entitlement applications for the proposed project; On June 8, 2017, the Planning Commission conducted a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City staff and public testimony, and the applicant; J. On June 8, 2017, at the request of the Applicant, the Planning Commission continued the public hearing to June 22, 2017; K. On June 22, 2017, the Planning Commission continued the public hearing to July 13, 2017; 6A 229 L. On July 13, 2017, the Planning Commission of the City of EI Segundo adopted Resolution No. 2820, recommending that the City Council certify the EIR, make certain environmental findings of fact, and adopt a Mitigation Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project; M. The City Council of the City of EI Segundo held a duly noticed public hearing on September 5, 2017, to review and consider the staff report prepared for the project, receive public testimony, and review all correspondence received on the project; N. On September 5, 2017, the City Council adopted Resolution No. 5054, certifying the EIR, making certain environmental findings of fact, and adopting a Mitigation Monitoring and Reporting Program for The Lakes Specific Plan and Topgolf Project; O. On October 3, 2017, the City Council considered the entitlements associated with the project, such as a General Plan Amendment, Zone Change, Zone Text Amendment, Lakes Specific Plan, Lot Line Adjustment and Conditional Use Permit for the TopGolf Project; however, motions to approve the Ordinance project failed, and the City Council did not approve the project; P. Subsequently, in late 2017 and early 2018, the City Council directed staff to issue a Request for Proposals (RFP) for the Lakes golf course to determine whether other recreational uses or projects might be conducted on the Property; Q. In September 2018, the City Council selected the proposed Applicant/Developer and Topgolf project as one of two finalists and the parties are attempting to negotiate a lease with respect to the operation of the Lakes; R. On November 21, 2018, the Applicant filed a request that the City reconsider the proposed Lakes Specific Plan and Topgolf project as presented and analyzed in 2017; S. On December 20, 2018, the Applicant submitted a slightly modified version of the project, which included the following modifications: • The upper level roof terrace would decrease from 2,687 GSF to 1,364 GSF, • The previously proposed 2,084-GSF bar on the middle level is excluded and a new 1,648-GSF bar is proposed on the upper level, 230 • The previously proposed middle level 2,897-GSF of event space is excluded, and 2,085 GSF of new event space is proposed on the upper level, • A new 1,466 -SF kitchen and 960 -SF dining area are proposed on the middle level- no kitchen or dining area were previously proposed on the middle level, • The ground level kitchen would decrease from 2,410 SF to 1,346 SF, • A new 1,936 -SF bar is proposed on the ground level- no bar was previously proposed on the ground level, • The ground level 1,655 -SF lounge area is excluded, and • The upper level 240 -SF lounge area is excluded. T. On January 8, 2019, the City's environmental consultant completed an independent review of the modified project and determined that no new significant environmental impacts would result, the modifications would not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. Thus, the City's environmental consultant concluded that the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. U. On January 10, 2019, a Notice was published in the El Segundo Herald and Notice mailed to property owners within a 300 -foot radius from the subject property, announcing that a public hearing was scheduled with the Planning Commission on January 24, 2019, to consider the proposed modified project; V. On January 24, 2019, the Planning Commission conducted a public hearing to receive public testimony and other evidence regarding the applications including, without limitation, information provided to the Commission by City staff and public testimony, and the applicant; and, W. This Resolution and its findings are made based upon the testimony and evidence presented to the Commission at its January 24, 2019 hearing including, without limitation, the staff report submitted by the Planning and Building Safety Department. SECTION 2: Findings of Fact and Conclusions. The Commission finds as follows: A. The project site consists of three areas totaling approximately 31 -acres, comprised of the 26.54 -acre Lakes at EI Segundo golf course, a 3.58 -acre portion of the abutting SCE property to the east of the golf course, and a 0.67 -acre portion of the abutting West Basin Municipal Water District property to the south of the golf course, generally located at 400 South Pacific Coast Highway, in the southeast quadrant of the City of EI Segundo; as 231 B. The proposed project includes The Lakes Specific Plan and a new Topgolf facility. The associated applications consists of: (i) General Plan Amendment No. 16-01, to change the underlying General Plan Land Use designation of the Lakes at EI Segundo golf course property from "Parks", to "The Lakes Specific Plan"; (ii) Zone Change No. ZC 16-01, to change the underlying Zoning designation from O -S (Open Space), to TLSP (The Lakes Specific Plan) with two Subareas identified, whereby the subarea on the north will measure 16.06 -acres and the subarea on the south will measure 10.49 -acres; (iii) Specific Plan No. SP 16-02, to create a new specific plan for the Lakes at EI Segundo golf course that specifies the uses permitted within the Specific Plan area, and establishes development standards tailored to the unique recreation and entertainment uses for the specific plan area; (iv) Zone Text Amendment No. ZTA 16-04, to add the new TLSP (The Lakes Specific Plan) Zoning designation to the Zoning Code; (v) Site Plan Review No. 16-01, for the development within The Lakes Specific Plan area, including a new Topgolf building, a redeveloped clubhouse, and modified holes in the golf course. Specifically, the development includes: a) Replacing the existing driving range with a three-story approximately 67,500 gross square -foot Topgolf commercial recreation and entertainment facility. The new facility will measure approximately 55 -feet in overall height, and include 102 hitting bays (34 on each level) with seating/waiting area) consisting of private suites) measuring 35,000 square -feet. From these hitting bays, players would hit balls into an open area that would be surrounded by netting and support poles (up to 175 feet in height) that are designed to block/contain errant balls. The facility will also include approximately 10,000 square feet of restaurant, bar, and kitchen space; 2,085 square feet of meeting and event space; 1,638 square feet of office space; 522 square feet of lounge space; 1,130 square feet of lobby space; and approximately 17,000 square feet of storage, circulation, and miscellaneous space. The facility will also include approximately 1,400 square feet of outdoor terrace on the third floor and a 5,400 square foot outdoor patio on the lower level providing entertainment in the form of live music from a band or disc jockey (DJ). All DJ's and bands would be required to connect to the facility's in-house sound system and speakers, allowing the ability to control the volume and other sound levels. All overhead speakers would be oriented inward and down to the facility's floors. Lastly, the driving range grass would be replaced with a high density fiber turf; b) Modifying and expanding the existing parking lot to accommodate a total of 523 spaces, whereby 420 spaces will be located in the -5- 232 southern Subarea of the Specific Plan and 103 spaces will be located in the abutting WBMWD property through a license agreement between the City of EI Segundo and WBMWD. The parking will serve both the Topgolf facility and the golf course facility; c) Modifying the fairways and layouts of three holes at the existing golf course; d) Installing lighting throughout the nine -hole golf course to accommodate nighttime play. The lighting would primarily be concentrated at the tee boxes and greens; and, e) Demolishing the existing clubhouse, and constructing a new one- story clubhouse measuring 2,500 square feet, with a 1,010 square foot outdoor patio overlooking a new putting and chip -shot practice area. (vi) Lot Line Adjustment No. SUB 16-03, to reconfigure the existing two parcels in The Lakes Specific Plan; and, (vii) Conditional Use Permit No. CUP 16-05, to allow onsite beer, wine and alcohol in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities. C. Development standards have been developed for the Specific Plan and all uses within the Plan area must be compliant. The allowed uses identified in the development standards include the proposed development and uses; D. The proposed General Plan re -designation and rezoning of the Project Site would change the General Plan land use designation from "Parks", to "The Lakes Specific Plan" (TLSP) land use designation and rezone the area from Open Space (O -S) to The Lakes Specific Plan (TLSP) Zone; E. The TLSP contains two Subareas, where the northern Subarea will contain the nine -hole golf course and proshop, and the southern Subarea will be developed with a golf entertainment facility; F. The Applicant is required to make all necessary and applicable impact fee payments prior to building permit issuance, including the one-time fire services mitigation fee, the one-time police services mitigation fee, one-time park services mitigation fee, and one-time traffic mitigation. SECTION 3: Environmental Assessment. The Planning Commission makes the following environmental findings: A. Pursuant to CEQA Guidelines Sections 15064 and 15081, and based upon information contained in the Initial Study, the City ordered the preparation of an Environmental Impact Report ("EIR") for the Project. The City contracted with independent consultants for the preparation of the technical studies for the EIR and on September 1, 2016, prepared and sent a Notice 11:V 233 of Preparation of the EIR to responsible, trustee, and other interested agencies and persons in accordance with Guidelines Section 15082(a). Comments on the Notice of Preparation were accepted during the 33 -day comment period ending on October 3, 2016. During the scoping period, the City held an advertised public meeting on September 8, 2016, to facilitate public input regarding the scope of the EIR. B. The City completed the Draft EIR, together with those certain technical studies (the "Appendices"), on January 26, 2017. The City circulated the Draft EIR and the Appendices to the public and other interested parties from January 26, 2017 through March 13, 2017, for a 47 -day comment period. In addition to receiving written comments submitted during this time, public comments were received at an advertised public commenting session on February 2, 2017. Advertisement of the public commenting session was provided by a Notice published in the El Segundo Herald, a Notice mailed to all property owners within a 300 -foot radius, a Notice posted at The Lakes clubhouse facility, and a Notice was posted on the City's website. C. During the Draft EIR public comment period, including at the February 2, 2017 public commenting session, the City received numerous letters and comments. Responses to each of the individual comments were prepared and made available on May 25, 2017. The comments and responses are part of section 11.3 of the Final EIR, and are incorporated herein by reference. The written responses to comments were made available for public review in the Planning and Building Safety Department, at the EI Segundo Public Library and on the City's website. After reviewing the responses to comments, the revisions to the Draft EIR, and the Final EIR, the Planning Commission finds that the information and issues raised by the comments and the responses thereto do not constitute significant new information requiring recirculation of the EIR. D. The Final EIR is comprised of the Draft EIR, an errata thereto, comments and recommendations received on the Draft EIR, a list of persons, organizations and public agencies commenting on the Draft EIR, the City's Responses to Comments, and the Mitigation Monitoring and Reporting Program. E. The Planning Commission has independently reviewed and considered the content of the Final EIR, all written and oral public communications, and all other evidence before the Commission prior to making a recommendation to the City Council on the proposed project. The Planning Commission hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment of the City. Although minor revisions have been made to the Draft EIR in response to comments received during the public process, no significant new information has been added to the EIR since public notice was given of the availability of the Draft WA 234 EIR for public review. Consequently, recirculation of the EIR is not required pursuant to Section 15088.5 of the CEQA Guidelines. F. The comments regarding the Draft EIR and the responses to those comments were received by the Commission; that the Planning Commission received documents and public testimony regarding the adequacy of the EIR; and the Planning Commission has reviewed and considered all such documents, testimony and the Final EIR prior to making its recommendation to the City Council on the Project. In accordance with Guidelines Section 15090, the Planning Commission hereby finds that the Final EIR has been completed in compliance with CEQA and reflects the independent judgment and analysis of the City. G. Based upon the Final EIR and the record before the Planning Commission, the Commission finds the Project will not cause any significant environmental impacts after mitigation. Detailed explanations for why the impacts were found to be less than significant are contained in the draft Findings of Fact attached as Exhibit A to this Resolution. H. The EIR describes, and the Planning Commission fully considered, a reasonable range of alternatives to the Project. On the whole, the proposed Project is environmentally superior to other feasible alternatives. Thus, all other alternatives and variations are infeasible or not environmentally preferable for the reasons set forth in the Findings of Fact. On the basis of the FEIR and the record of proceedings in this matter, the Commission finds that the proposed Project would not result in temporary or permanent significant and unavoidable effects for any of the environmental issue areas identified in Appendix G of the State CEQA Guidelines. Therefore, no Statement of Overriding Considerations is necessary. J. Although the project has been slightly modified, as described above in Section 1.S, no new significant environmental impacts result from the modified project, the modifications do not increase the severity of any effects previously identified in the EIR, and the modified project generally involves a redistribution of floor space with no new or dissimilar land uses proposed. As such, the modifications are adequately covered by the previous EIR, and no additional CEQA analysis is required. SECTION 4: General Plan and Specific Plan. The Planning Commission makes the following findings: A. Specific Plans create "mini -zoning" regulations for land uses within particular areas of the City. All future development plans and entitlements within the Specific Plan boundaries must be consistent with the standards IRI 235 set forth in the adopted Specific Plan, even when they may be different from the general regulations within the ESMC. B. The proposed amendment is in the public interest, and there will be a community benefit resulting from the amendment. The Lakes Specific Plan provides flexibility for The Lakes golf course to expand its existing operations or develop new development facilities that are compatible with the existing facilities and uses. The Specific Plan includes a development concept that accounts for and allows for the Topgolf facility; includes new land use and zoning categories and identifies the properties that are effected; includes design guidelines to help promote high-quality development; and development standards to address uses, lot area, height, setbacks, floor area, parking, landscaping and signage. All development in the project area is subject to the development standards and requirements of the specific plan. C. The proposed amendment is consistent with the following goals, policies and objectives of the Land Use Element of the City's General Plan: • Goal LU4: Provide a stable tax base for the City through development of new commercial uses, primarily within a mixed-use environment, without adversely affecting the viability of Downtown. • Policv LU4-1.1: Require landscaping, its maintenance, and permanent upkeep on all new commercial developments. • Policv LU4-1.2: All commercial facilities shall be built and maintained in accordance with Health and Safety Code requirements and shall meet seismic safety regulations and environmental regulations. • Policv LU4-1.4: New commercial developments shall meet seismic safety standards and regulations, as well as comply with all noise, air quality, water and environmental regulations. • Obiective LU4-4: Provide areas where development has the flexibility to mix uses, in an effort to provide synergistic relationships which have the potential to maximize economic benefit, reduce traffic impacts, and encourage pedestrian environments. • Goal LU6: Maintain and upgrade the existing excellent parks, recreation, and open space facilities within the City of EI Segundo. • Obiective LU6-1: The development of parks, open space, and recreational facilities should be consistent with the guidelines, policies, and programs of the Open Space and Recreation Element. • Policv LU6-1.1: Continue to provide uniform and high quality park and recreational opportunities to all areas of the City, for use by residents and employees. • Policv LU6-1.3: Utilization of utility easements (flood control, power line rights-of-way) for recreational, open space, and beautification purposes should continue and additional possibilities should be explored. • Goal LU7: Provide the highest quality public facilities, services, and public infrastructure possible to the community. &Z 236 • Obiective LU7-1: Provide the highest and most efficient level of public services and public infrastructure financially possible. • Policv LU7-1.2: No new development shall be allowed unless adequate public facilities are in place or provided for. • Policv LU7-2.3: All new development shall place utilities underground. • Policv LU7-2.4: All new public buildings shall have adequate off-street parking spaces, or the City shall provide adequate public transportation, in accordance with the provisions and standards of all elements of the General Plan, to accommodate employees and the public. • Policv LU7-2.5: All public facilities and utilities should be designed to enhance the appearance of the surrounding areas in which they are located. D. The proposed amendment is consistent with the following goals, policies and objectives of the Economic Development Element of the City's General Plan: • Goal ED1: To create in EI Segundo a strong, healthy economic community in which all diverse stakeholders may benefit. • Obiective ED1-1: To build support and cooperation among the City of EI Segundo and its business and residential communities for the mutual benefits derived from the maintenance and expansion of EI Segundo's economic base. • Policv ED1-1.2: Focus short -run economic development efforts on business retention and focus longer -run efforts on the diversification of EI Segundo's economic base in order to meet quality of life goals. • Obiective ED1-2: Center diversification efforts on targeted industries that meet the City's criteria for job creation, growth potential, fiscal impact, and fit with local resources. • Policv ED1-2.1: Seek to expand EI Segundo's retail and commercial base so that the diverse needs of the City's business and residential communities are met. • Policv ED1-2.2: Maintain and promote land uses that improve the City's tax base, balancing economic development and quality of life goals. • Policy ED1-2.3: Seek to balance the City's economic development program with the City's resources and infrastructure capacity. E. The proposed amendment is consistent with the following goals, policies and objectives of the Circulation Element of the City's General Plan: • Goal Cl: Provide a safe, convenient, and cost-effective circulation system to serve the present and future circulation needs of the EI Segundo community. • Policv C1-1.8: Provide all residential, commercial, and industrial areas with efficient and safe access to the major regional transportation facilities. • Policv C1-1.9: Provide all residential, commercial, and industrial areas with efficient and safe access for emergency vehicles. U13 237 • Policv C1-3.2: Ensure that the development review process incorporates consideration of off-street commercial loading requirements for all new projects. • Policv C2-2.2: Encourage new development to provide facilities for bicyclists to park and store their bicycles and provide shower and clothes hanging facilities at or close to the bicyclist's work destination. • Policv C2-5.1: Ensure that Transportation Demand Management (TDM) measures are considered during the evaluation of new developments within the City, including but not limited to ridesharing, carpooling and vanpooling, flexible work schedules, telecommuting and car/vanpool preferential parking. • Policv C3-1.8: Require the provision of adequate pedestrian and bicycle access for new development projects through the development review process. • Policv C3-2.1: Ensure the provision of sufficient on-site parking in all new development. F. The proposed amendment is consistent with the following goals, policies and objectives of the Open Space and Recreation Element of the City's General Plan: • Goal OS1: Provide and maintain high quality open space and recreational facilities that meet the needs of the existing and future residents and employees within the City of EI Segundo. • Obiective OS1-1: Preserve existing and acquire future public park and recreation facilities which are adequate for serving the existing and future resident population. • Obiective OS -1-2: Preserve existing and support acquisition of additional private park and recreation facilities to foster recognition of their value as community recreation and open space resources. • Obiective OS1-3: Provide recreational programs and facilities for all segments of the community. • Policv OS1-3.4: Encourage commercial recreational uses to locate in EI Segundo. • Obiective OS14: Develop utility transmission corridors for active or passive open space and recreational use. G. The proposed amendment is consistent with the following goals, policies and objectives of the Conservation Element of the City's General Plan: • Policv CN2-5: Require new construction and development to install water -conserving fixtures and appliances to reduce the amount of new demand. • Policv CN2-7: Require new construction and development to incorporate the principles and practices of sound landscape design and management, particularly those conserving water and energy. mom 238 • Policv CN2-8: Encourage the retrofitting of existing landscapes to incorporate the principles and practices of sound landscape design and management, particularly those conserving water and energy. • Policv CN2-11: Encourage, whenever appropriate and feasible, development techniques which minimize surface run-off and allow replenishment of soil moisture. Such techniques may include, but not be limited to, the on-site use and retention of storm water, the use of pervious paving material (such as walk -on -bark, pea gravel, and cobble mulches), the preservation of vegetative covers, and efficiently designed and managed irrigation systems. H. The proposed amendment is consistent with the following goals, policies and objectives of the Noise Element of the City's General Plan: • Goal N1: Encourage a high quality environment within all parts of the City of EI Segundo where the public's health, safety, and welfare are not adversely affected by excessive noise. • Obiective N1-1: It is the objective of the City of EI Segundo to ensure that City residents are not exposed to mobile noise levels in excess of the interior and exterior noise standards or the single event noise standards specified in the EI Segundo Municipal Code. • Obiective N1-2: It is the objective of the City of EI Segundo to ensure that City residents are not exposed to stationary noise levels in excess of EI Segundo's Noise Ordinance standards. • Policv N1-2.1: Require all new projects to meet the City's Noise Ordinance Standards as a condition of building permit approval. • Program N1 -2.1A: Address noise impacts in all environmental documents for discretionary approval projects, to insure that noise sources meet City Noise Ordinance standards. These sources may include mechanical or electrical equipment, truck loading areas, or outdoor speaker systems. The proposed amendment is consistent with the following goals, policies and objectives of the Public Safety Element of the City's General Plan: • Obiective PS1-1: It is the objective of the City of EI Segundo to reduce exposure to potentially hazardous geological conditions through land use planning and project review. • Program PS1-1.1A: The City shall review projects to ensure that slope design considers the potential effects of high rainfall, private sewage systems, landscaping irrigation, and possible runoff from adjacent future development. • Policv PS1-1.2: Enforce, monitor and improve development standards which place the responsibility on the developer, with advice from qualified engineers and geologists, to develop and implement adequate mitigation measures as conditions for project approval. 51PA 239 • Program PS1-1.2A: The City shall review projects to ensure that adequate geotechnical investigation has been completed in areas susceptible to landsliding and debris flows and in areas where collapsible or expansive soils occur, and to approve only those which mitigate these hazards to the satisfaction of the City Engineer. • Goal PS2: Minimize injury and loss of life, property damage, and social cultural and economic impacts caused by earthquake hazards. • Policv PS2-1.2: The City shall assist in the prevention of structural damage in areas with a high potential for liquefaction, landslides, and mudslides by requiring geotechnical studies for new development to mitigate potential impacts. • Obiective PS6-1: It is the objective of the City of EI Segundo that the City minimize threats to public safety and protect property from wildland and urban fires. • Policv PS6-1.1: Review projects and development proposals, and upgrade fire prevention standards and mitigation measures in areas of high urban fire hazard. • Program PS6-1.2C: The City shall continue to require that all property be maintained in compliance with the fire code. • Goal PS7: Protect public health, safety, and welfare, and minimize loss of life, injury, property damage, and disruption of vital services, resulting from earthquakes, hazardous material incidents, and other natural and man-made disasters. J. The proposed amendment is compatible with and will not frustrate the goals and policies of the General Plan. K. The proposed amendment will not conflict with the provisions of the Municipal Code or the applicable specific plan, and complies with or exceeds the minimum standards contained therein. L. The proposed amendment will not adversely affect surrounding properties since the proposal will continue to allow for the uses that currently exist on site, and will allow for additional uses that enhance the area by offering commercial recreational uses. SECTION 5: Zone Change Findings. A. Based on the factual findings of this Resolution, the proposed Zone Change is necessary to carry out the proposed project because the proposed General Plan Amendment would change the land use classification of the project site from Parks, to The Lakes Specific Plan. The proposed Zone Change is necessary to maintain consistency with the proposed General Plan land use designation of The Lakes Specific Plan. B. The purpose of ESMC Title 15 is to implement the goals, objectives and -13- 240 policies of the EI Segundo General Plan. The zone change is consistent with the General Plan goals, objectives and policies discussed in Section 4 of this resolution. SECTION 6: Zone Text Amendment Findings. Based on the factual findings of this Resolution, the proposed Zone Text Amendment is necessary to carry out the proposed project to establish the proposed The Lakes Specific Plan (TLSP) Zone. An amendment to ESMC § 15-3-2(A) to create The Lakes Specific Plan (TLSP) Zone is necessary for consistency with the General Plan. SECTION 7: Lot Line Adjustment. Based on the factual findings of this Resolution, the proposed Lot Line Adjustment is consistent with the evaluation criteria set forth in ESMC § 14-4-4 in that the lots/parcels will conform to the development standards contained in The Lakes Specific Plan and the TLSP Zone, as both parcels will exceed the 10 -acre minimum lot area. SECTION 8: Site Plan Review. Based on the factual findings of this Resolution, the proposed site plan layout includes a new golf -themed commercial recreation and entertainment facility with a restaurant/bar, a redeveloped clubhouse, modified holes in the golf course, and golf course lighting, as detailed above in Section 2.B(vi) of this Resolution. The Site Plan is consistent with and complies with the development standards set forth in The Lakes Specific Plan. SECTION 9: Conditional Use Permit. Pursuant to Section 15-23-6 of the EI Segundo Municipal Code, and based on the factual findings set forth hereinabove and on the whole of the administrative record, the Commission finds as follows: A. The proposed location of the conditional use is in accord with the objectives of this Title and the purposes of the zone in which the site is located, and the proposed use is consistent and compatible with the purpose of the zone in which the site is located. Approval of the associated Zone Text Amendment, Zone Change, General Plan Amendment and The Lakes Specific Plan have created a zoning designation and development standards specific to the subject property. The zone, via The Lakes Specific Plan, allows onsite beer, wine and alcohol in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities subject to the granting of a conditional use permit pursuant to ESMC Section 15 -5F -5(I). Onsite beer, wine and alcohol is appropriate to this location as it will be part of the restaurants and entertainment facility, and distributed throughout the site. The proposal is consistent with the purpose of The Lakes Specific Plan, which is to further the goals and policies of the City's General Plan, which are contained in Section 4 of this Resolution. 5" 241 B. That the proposed location of the conditional use and the conditions under which it would be operated or maintained will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity; there is compatibility of the particular use on the particular site in relationship to other existing and potential uses within the general area in which the use is proposed to be located; and potential impacts that could be generated by the proposed use, such as noise, smoke, dust, fumes, vibration, odors, traffic and hazards have been recognized and compensated for The proposed location of the conditional use is in an urbanized area of the City that is developed with a golf course, driving range, and clubhouse that currently offers alcoholic beverages at the restaurant and banquet facilities. The proposed onsite beer, wine and alcohol will be distributed throughout the Specific Plan area, in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities, which will be located primarily indoors and sufficiently set back from Pacific Coast Highway. No sensitive land uses are adjacent to or near the Specific Plan area that could be impacted by the operation of the onsite beer, wine and alcohol in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities. Further, outdoor dining activities are not anticipated to be detrimental to adjacent businesses and no residential uses are located in the vicinity. The use is also subject to certain conditions in the attached Exhibit A. Lastly, the EI Segundo Police Department has not identified the subject property as a high crime area. Accordingly, given the commercial and industrial/manufacturing nature of the surrounding uses and immediate area, and the absence of any residential uses located in the vicinity, the proposed location of the conditional use and the conditions under which it would be operated or maintained will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity. C. That the proposed conditional use will comply with each of the applicable provisions of this Chapter. Approval of the associated Zone Text Amendment, Zone Change, General Plan Amendment and The Lakes Specific Plan created development standards specific to the subject property, with specified uses, lot area, lot coverage, height, and other restrictions which allow onsite beer, wine and alcohol in the restaurants, bar and entertainment areas of the clubhouse and Topgolf facilities. Further, the proposed conditional use complies with the applicable provisions of ESMC Chapters 15-23 and 15-27 since proper notice was provided and proper hearing was conducted on June 8, 2017. In addition, proper hearing decision and records will be complied with, and the required findings considered and adopted by the City Council at a future Mi�72 242 noticed public hearing. Lastly, appropriate conditions have been included to minimize impacts. D. ABC has issued or will issue a license to sell alcohol to the applicant. The City currently maintains a license from ABC for on-site sale and consumption of beer and wine (Type 41). The future operator of the golf - themed commercial recreation and entertainment facility will apply for a separate license with ABC to sell alcohol. SECTION 10: Recommendations. For the foregoing reasons and based on the information and findings included in the Staff Report and the whole of the administrative record, the Planning Commission hereby recommends: A. That the City Council adopt an Ordinance to amend the General Plan, amend the City's Zoning Map, and add the new TLSP Zoning designation to the Zoning Code, which would be memorialized as a new section in the Municipal Code, Section 15-3-2(A)(11), as set forth in the attached Exhibit "B" (Draft Ordinance) of this Resolution, and incorporated into this resolution by reference. B. That the City Council approve Environmental Assessment No. EA -1135, General Plan Amendment No. 16-01, Zone Change No. ZC 16-01, Specific Plan No. SP 16-02, Zone Text Amendment No. ZTA 16-04, Site Plan Review No. 16-01, Lot Line Adjustment No. SUB 16-03, and Conditional Use Permit No. CUP 16-05, subject to the conditions listed on the attached Exhibit 'A" which are incorporated into this Resolution by reference. SECTION 11: Reliance on Record. Each and every one of the findings and determinations in this Resolution are based on the competent and substantial evidence, both oral and written, contained in the entire record relating to the project. The findings and determinations constitute the independent findings and determinations of the Planning Commission in all respects and are fully and completely supported by substantial evidence in the record as a whole. SECTION 12: Limitations. The Planning Commission's analysis and evaluation of the project is based on the best information currently available. It is inevitable that in evaluating a project that absolute and perfect knowledge of all possible aspects of the project will not exist. One of the major limitations on analysis of the project is the Planning Commission's lack of knowledge of future events. In all instances, best efforts have been made to form accurate assumptions. Somewhat related to this are the limitations on the city's ability to solve what are in effect regional, state, and national problems and issues. The City must work within the political framework within which it exists and with the limitations inherent in that framework. 5110 243 SECTION 13: Summaries of Information. All summaries of information in the findings, which precede this section, are based on the substantial evidence in the record. The absence of any particular fact from any such summary is not an indication that a particular finding is not based in part on that fact. SECTION 14: This Resolution will remain effective until superseded by a subsequent resolution. SECTION 15: A copy of this Resolution must be mailed to ES CenterCal, LLC, and to any other person requesting a copy. SECTION 16: Except as provided in Section 14, this Resolution is the Planning Commission's final decision and will become effective immediately upon adoption. PASSED, APPROVED AND ADOPTED this 24th day of January, 2019. ATTEST: Sam Lee, Secretary APPROVED AS TO FORM: Mark D. Hensley, City Attorney IN Ryan Baldino, Chair City of EI Segundo Planning Commission David King, Assistant City Attorney -17- Baldino - Newman - Hoeschler - Keldorf - Wingate - 244 Attachment K Draft West Basin Parking License Agreement 245 LICENSE AGREEMENT BETWEEN THE CITY OF EL SEGUNDO AND WEST BASIN MUNICIPAL WATER DISTRICT THIS LICENSE AGREEMENT ("Agreement") is made and executed this day of , 2019, between WEST BASIN MUNICIPAL WATER DISTRICT, a California public agency, as Licensor ("DISTRICT") and the CITY OF EL SEGUNDO, a municipal corporation, as Licensee ("CITY"). DISTRICT and CITY are collectively referred to herein as the "Parties." 1. RECITALS. The Parties agree that this Agreement is entered into with reference to the following facts and objectives: A. CITY owns certain real property currently used as a golf course. The CITY's property abuts DISTRICT property that is the site of the DISTRICT's Edward C. Little Water Recycling Facility ("ECLWRF" or "ECLWRF Property"). B. CITY wishes to use a portion of the DISTRICT's ECLWRF existing parking lot to serve patrons of the CITY's golf course. The portion of DISTRICT's ECLWRF property to be used by CITY pursuant to this Agreement, hereinafter referred to as the "License Area," is described in Exhibit "A" attached hereto and made a part hereof. 2. LICENSE. DISTRICT hereby grants to CITY a revocable license to use the License Area for the term and upon the terms and conditions set forth in this Agreement. CITY does not acquire any right to the License Area independent of DISTRICT's rights. DISTRICT's action is not, and should not be construed to be, a conveyance of a property interest or a lease; it is a license to use its property as described in this Agreement. 3. USE OF LICENSE AREA. A. CITY acquires the privilege of maintaining a parking lot on the License Area. CITY will bear all maintenance and operational costs associated with the use of the License Area. CITY shall be responsible for removing all trash and debris from the License Area. CITY shall make no improvements or alterations to the License AREA without the express prior written consent of DISTRICT. Any such improvements or alterations within the License Area will comply with all applicable regulations, codes and ordinances. 246 4. TERM. This Agreement will commence upon execution by the Parties, and shall remain in effect for a term of twenty years unless or until it is terminated pursuant to Section 5. CITY may extend this term for an additional 20 year period, by providing written notice to DISTRICT of CITY's intent to extend, which notice must be provided to DISTRICT at least one year prior to termination of the original 20 year term. 5. TERMINATION. Either party may terminate this Agreement by providing one -hundred twenty (120) days' written notice of the same to the other party. 6. COMPENSATION. In exchange for the use of the Property, CITY agrees to pay DISTRICT a sum of one dollar per year for the term of this Agreement. 7. NO RESPONSIBILITY. It is understood and agreed that DISTRICT has no obligation to safeguard or insure any property installed or maintained by CITY on the License Area. All such obligations are solely those of the CITY. CITY will not look to DISTRICT for any loss of, damage to or destruction of such property, except where the same is caused by the sole active negligence or willful misconduct of DISTRICT or its agents, employees or contractors. 8. HAZARDOUS/TOXIC WASTE. CITY agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within License Area in violation of any law or regulation. CITY agrees to defend and indemnify DISTRICT, to the extent stated in Section 11, against any and all losses, liabilities, claims or costs arising from any breach of any warranty or agreement contained in this Section. As used in this Section, "Hazardous Material" means any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (including petroleum and asbestos). 9. CONDEMNATION. If all or part of the License Area is acquired by eminent domain or purchase in lieu thereof, CITY acknowledges that it will have no claim to any compensation awarded for the taking of said License Area or any portion thereof or for loss of or damage to CITY's improvements. 10. ASSIGNMENT. CITY is not permitted to assign this Agreement or any interest herein without the prior written consent of DISTRICT. 11. INDEMNIFICATION. B. CITY holds DISTRICT harmless and free from any and all liability arising out of this Agreement, or its performance. Should DISTRICT be named in any suit, or should any claim be brought against it, by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, pursuant to this Agreement, CITY will defend DISTRICT (at DISTRICT's request and with counsel satisfactory to DISTRICT) and will indemnify it for any judgment rendered against it or any sums paid out in settlement or otherwise. 247 C. For purposes of this Section "DISTRICT" includes DISTRICT's officers, officials, employees, agents, representatives, and volunteers. D. CITY expressly agrees that this release, waiver, and indemnity agreement is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion is held invalid, it is agreed that the balance will, notwithstanding, continue in full legal force and effect. E. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. 12. INSURANCE. A. CITY shall maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the use of the License Area by CITY, its agents, contractors, officials, officers, employees, or residents. B. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if CITY has no owned autos, hired, (Code 8) and non -owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. If the CITY maintains broader coverage and/or higher limits than the minimums shown above, the DISTRICT requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CITY. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the DISTRICT. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: 1. Additional Insured Status - The DISTRICT, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the CITY including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CITY's insurance (at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). 2. Primary Coverage - For any claims related to this contract, the CITY's insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the DISTRICT, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the DISTRICT, its officers, officials, employees, or volunteers shall be excess of the CITY's insurance and shall not contribute with it. 3. Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the DISTRICT. 4. Waiver of Subrogation - CITY hereby grants to DISTRICT a waiver of any right to subrogation which any insurer of said CITY may acquire against the DISTRICT by virtue of the payment of any loss under such insurance. CITY agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the DISTRICT has received a waiver of subrogation endorsement from the insurer. 5. Self -Insured Retentions - Self-insured retentions must be declared to and approved by the DISTRICT. The DISTRICT may require the CITY to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or DISTRICT. 13. COMPLIANCE WITH LAW. CITY will, at its sole cost and expense, comply with all of the requirements of all federal, state, and local authorities now in force, or which may hereafter be in force. The judgment of any court of competent jurisdiction, or the admission of CITY in any action or proceeding against CITY, whether DISTRICT be a party thereto or not, that CITY has violated any such ordinance or statute will be conclusive of that fact. 14. BREACH OF AGREEMENT. The violation of any of the provisions of this Agreement will constitute a breach of Agreement. The non -breaching party shall provide written notice to the breaching party upon occurrence of an event of default, and the breaching party must cure the default within thirty calendar days after receipt of notice. In the event that a breach is not cured upon within such time periods, the non -breaching party may terminate this Agreement by providing written notice pursuant to Section 5. 249 15. WAIVER OF BREACH. Any express or implied waiver of a breach of any term of this Agreement will not constitute a waiver of any further breach of the same or other term of this Agreement. 16. ENTRY BY DISTRICT. This Agreement does not convey any property interest to CITY. DISTRICT will have unrestricted access upon License Area for all lawful acts. 17. NOTICES. Except as otherwise expressly provided by law, all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party to this Agreement by the other party will be in writing and will be deemed served when personally delivered to the party to whom they are directed, or in lieu of the personal service, upon deposit in the United States Mail, certified or registered mail, return receipt requested, postage prepaid, at: CITY: The City of El Segundo 350 Main Street El Segundo, California 90245 Attn: City Clerk DISTRICT: West Basin Municipal Water District 17140 Avalon Blvd. Carson, California 90746 Either party may change its address for the purpose of this Section by giving written notice of the change to the other party. 18. ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that agreements ancillary to this Agreement and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature will be treated in all respects as having the same effect as an original signature. 19. GOVERNING LAW. This Agreement has been made in and will be construed in accordance with the laws of the State of California and exclusive venue for any action involving this Agreement will be in Los Angeles County. 20. PARTIAL INVALIDITY. Should any provision of this Agreement be held by a court of competent jurisdiction to be either invalid or unenforceable, the remaining provisions of this Agreement will remain in effect, unimpaired by the holding. 21. ENTIRE AGREEMENT. This instrument and its Exhibits constitute the sole agreement between CITY and DISTRICT respecting the License Area, and correctly sets forth the obligations of CITY and DISTRICT. 250 22. CONSTRUCTION. The language of each part of this Agreement will be construed simply and according to its fair meaning, and this Agreement will never be construed either for or against either party. 23. NO THIRD -PARTY ENFORCEMENT. No person or entity not a signatory to this Agreement shall have any right to enforce any term of this Agreement. 24. AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary action has been taken by the Parties to authorize the undersigned to execute this Agreement and to engage in the actions described herein. This Agreement may be modified by written agreement signed by both parties. CITY's city manager, or designee, may execute any such amendment on behalf of CITY. 25. COUNTERPARTS. This Agreement may be executed in any number or counterparts, each of which will be an original, but all of which together will constitute one instrument executed on the same date. [SIGNATURES ON FOLLOWING PAGE] 251 IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and year first hereinabove written. CITY OF EL SEGUNDO Scott Mitnick, City Manager ATTEST: Tracy Weaver, City Clerk APPROVED AS TO FORM: Mark D. Hensley, City Attorney WEST BASIN MUNICIPAL WATER DISTRICT Patrick Sheilds, General Manager Taxpayer ID No. 95-6003477 APPROVED AS TO FORM: Olivarez Madruga, Lemieux O'Neill, West Basin General Counsel 252 Attachment L Proposed Recreation Ground Lease Agreement 253 DUE DILIGENCE AND RECREATION GROUND LEASE AGREEMENT Between THE CITY OF EL SEGUNDO, a General Law Municipal corporation ("Lessor") And ES CENTERCAL, LLC, a Delaware limited liability company (as "Lessee") Dated , 2019 U S_Act i v e\ 113418245\V-2 254 TABLE OF CONTENTS Page Section1. Demise....................................................................................................................2 Section2. Lease Term..............................................................................................................2 Section 3. Rent; Payments for Public Good..............................................................................3 Section4. Use..........................................................................................................................5 Section 5. Due Diligence; Condition of Premises.....................................................................6 Section6. Liens......................................................................................................................12 Section 7. Utilities, Taxes, and Other Charges........................................................................13 Section8. Insurance...............................................................................................................15 Section 9. Lessor's Right to Perform Lessee's Covenants.......................................................16 Section 10. Compliance with Legal Requirements....................................................................17 Section 11. Operation, Repairs and Maintenance......................................................................19 Section 12. Development of the Golf Course Premises; Premises Improvements ......................22 Section 13. Title to Premises Improvements.............................................................................23 Section14. No Waste...............................................................................................................23 Section15. Inspection and Access............................................................................................23 Section 16. Lessor's and Lessee's Exculpation and Indemnity..................................................24 Section17. Condemnation.......................................................................................................25 Section 18. Assignment and Sublease.......................................................................................27 Section 19. Lessor Default; Remedies......................................................................................29 Section 20. Lessee Default; Remedies......................................................................................30 Section 21. No Abatement of Rent; Encroachments.................................................................32 Section22. Leasehold Mortgages............................................................................................. 32 Section 23. Lessor's Right to Encumber...................................................................................35 Section24. Nonmerger.............................................................................................................35 Section25. Quiet Enjoyment....................................................................................................36 Section26. Surrender...............................................................................................................36 Section 27. Invalidity of Particular Provisions..........................................................................37 Section28. No Representations................................................................................................37 Section29. Estoppel Certificate...............................................................................................37 Section30. Force Majeure........................................................................................................38 1 US Active\113418245\V-2 255 Section31. Notices..................................................................................................................38 Section32. Venue....................................................................................................................39 Section 33. Entire Agreement...................................................................................................39 Section34. Applicable Law.....................................................................................................39 Section 35. License Agreement................................................................................................39 Section36. Late Charge...........................................................................................................40 Section37. Nonwaiver.............................................................................................................40 Section38. Brokerage..............................................................................................................40 Section 39. Miscellaneous Provisions.......................................................................................41 Section 40. Covenants to Bind and Benefit Parties...................................................................41 Section 41. Captions and Table of Contents.............................................................................41 Section 42. Hazardous Materials..............................................................................................41 Section43. Audit.....................................................................................................................41 Section44. Counterparts..........................................................................................................42 Section 45. Consent and Approval Rights................................................................................42 Section46. Prevailing Wages...................................................................................................42 Section47. Golf Course...........................................................................................................43 Section 48. Business License Taxes.........................................................................................43 it US Active\113418245\V-2 256 EXHIBITS "A" — Legal Description Exhibit "A-1" — The Premises Exhibit "A-2"- The Golf Course Exhibit `B" — Site Plan Exhibit `B-1" — Preliminary Site Plan Exhibit "C" — License Agreement Exhibit "D" — Golf Course and Premises Improvements Exhibit "E" — Permitted Exceptions Exhibit "F" — Form of Memorandum of Lease Exhibit "G" — Prototype Facility Exhibit "H" — Form of Guaranty Exhibit "I" — RESERVED Exhibit "J" — Golf Course Operations Manual Exhibit "K" — Intentionally Omitted Exhibit "L" List of Litigation, Claims and Other Proceedings ff US Active\113418245\V-2 257 DUE DILIGENCE AND RECREATION GROUND LEASE AGREEMENT ("LEASE") Date: , 2019 (the "Commencement Date") Lessor: THE CITY OF EL SEGUNDO, a general law City and municipal corporation ("Lessor"). Lessee: ES CENTERCAL, LLC, a Delaware limited liability company ("Lessee") Guarantor: TG Holdings I, LLC, a Delaware limited liability company ("TGH") for the construction of the Premises Improvements and for the Operating Period ("Topgolf Guarantor") RECITALS A. Whereas Lessor owns or is the Licensee of certain real property in the City of El Segundo, County of Los Angeles, State of California, more particularly described in Exhibit "A" (the "Property") attached hereto and by this reference incorporated herein and delineated on the Site Plan attached hereto as Exhibit "B" and by this reference incorporated herein. A portion of the Property consists of that certain real property in the City of El Segundo, County of Los Angeles, State of California, more particularly described in Exhibit "A-1" attached hereto and by this reference incorporated herein and delineated on the Site Plan (the "Premises"). Also attached hereto as Exhibit "B-1" is a current preliminary Site Plan for the golf course and related improvements (the "Golf Course"), more particularly described in Exhibit "A-2", which makes up a portion of the Property but is not part of the Premises. A portion of the Property is subject to that certain License Agreement dated June 24, 1991, by and between Southern California Edison as "Licensor" and the Lessor as Licensee, a copy of which is attached hereto as Exhibit "C" attached hereto and by this reference incorporated herein (the "License Agreement"); and, B. Whereas subject to all of the Conditions Precedent and other terms and conditions of this Lease, Lessor desires to lease the Premises to Lessee and Lessee desires to lease the Premises from Lessor and to sublease the Premises to TopGolf USA El Segundo LLC, a Delaware limited liability company ("Topgolf El Segundo") for the purpose of operating a commercial driving range, full service restaurant, clubhouse, and event space (herein called the "Sublease") and Lessee wishes to lease the Premises from Lessor, for such use subject to all of the Conditions Precedent and other terms and conditions of this Lease; and, C. Whereas Lessee shall make or cause to be made certain improvements to the Golf Course, including the installation of lights on the Golf Course for the purpose of allowing golf to be played on the Golf Course during twilight and after sunset hours (collectively, the "Golf Course Improvements") and the Premises ("Premises Improvements") for the benefit of Lessor and Lessee as described on Exhibit "D" attached hereto and by this reference incorporated herein; and, U S_Act i v e\ 113418245\V-2 258 D. Now Therefore Lessor and Lessee enter into this Lease based on the terms and conditions hereinafter set forth. For purposes of this Lease, Topgolf Guarantor and Topgolf El Segundo are sometimes collectively referenced as "Topgolf"). TERMS Section 1. Demise Lessor and Lessee hereby enter into this Lease for purposes of allowing: Lessee to perform due diligence on the Property; and to provide an opportunity for the parties to potentially satisfy the Conditions Precedent. Upon the Premises Turnover Date Lessor shall lease the Premises to Lessee, and Lessee shall lease the Premises from Lessor, upon the terms and conditions set forth in this Lease. Until and unless the Premises Turnover date occurs, the Lessee shall have no leasehold interest in the Premises. Section 2. Lease Term 2.1 The "Basic Term" of this Lease shall begin and the Lessee's leasehold interest shall become effective when all of the Conditions Precedent have been satisfied or explicitly waived in writing by the party or parties benefitting from the Condition Precedent, and Lessee has delivered the Due Diligence Acceptance Notice, and the Topgolf Guarantor has not withdrawn its Guaranty as provided in Section 5.6 hereof ("Premises Turnover Date"), and shall end on the twentieth (20th) anniversary of the Premises Turnover Date. The Basic Term shall also be referred to herein as the "Initial Term". The parties agree to execute and record a memorandum of an addendum to this Lease setting forth the Premises Turnover Date. While the terms "Lease", "Lessor" and "Lessee" are used throughout this agreement/Lease, the Lessee shall not be deemed to have a leasehold interest in the Premises until the Premises Turnover Date. On the Premises Turnover Date, Lessor shall deliver to Lessee, in conformance with all applicable laws, and except as otherwise explicitly provided herein exclusive possession and control of the Premises in its "AS IS" condition except it shall be free of any and all occupants, liens, encumbrances, and security interests except for non -delinquent real estate taxes, the Parking License, the License Agreement and the Permitted Exceptions as shown on Exhibit "E." 2.2 Lessee shall have six (6) successive options to extend the term of this Lease, each for a separate additional period of five (5) years (each, an "Option Period"), from the date upon which such term would otherwise expire, provided that Lessee shall be entitled to exercise an Option Period only if at the time of exercise Lessee is in compliance with all of the material terms of this Lease, including but not limited to all Rent payments being current and the Premises being open to the public and operating as a driving range with food/beverage service. However, to the extent Lessee has received a default notice from Lessor and is diligently curing a default in accordance with Section 20 hereof, this Lease shall not be extended until such time as the default is cured and then the term may be extended. If Lessee does not cure such default within the time periods set forth in Section 20 hereof then Lessee shall forfeit the extension rights set forth in this Section. Subject to the above limitations, unless Lessee gives Lessor at least six (6) months prior written notice of its intent not to exercise an Option Period to extend this Lease, this Lease shall automatically be extended for an additional five (5) year term. Each such extension shall be upon 2 US Active\113418245\V-2 259 and subject to the same terms, covenants and conditions as those herein specified except that Lessee may not again exercise any previously exercised option under this section. The words "Lease Term, term of this lease", "the term hereof', or words of like import shall be deemed to refer to the Initial Term of this Lease provided for in Section 2.1 hereof together with any extension or renewal thereof which shall become effective pursuant to the provisions of this Lease or by reason of the exercise of an option or right granted hereunder. Section 3. Rent; Payments for Public Good 3.1 Lessee covenants and agrees to pay to Lessor, promptly when due, without notice or demand and without deduction or setoff of any amount whatsoever unless otherwise specifically provided in this Lease, the following amounts: (a) the amount of Eighteen Thousand and No/ 100 Dollars ($18,000.00) per month ("Initial Rent") from the Premises Turnover Date until the earlier of either (i) eleven (11) months from the Premises Turnover Date, or (ii) the "Fixed Rent Commencement Date" (as defined in Section 3.2), not to exceed One Hundred Ninety Eight Thousand and No/100 Dollars ($198,000.00) in the aggregate, and (b) the amount of One Hundred Eight Thousand Three Hundred Thirty Three Dollars ($108,333) per month ($1,300,000 per year) as rent for the Premises from the Fixed Rent Commencement Date through the end of the Lease Term, except as increased as specified below (the "Fixed Rent"). In addition to the Fixed Rent, Lessee shall pay to Lessor: (i) for each calendar year during the term of this Lease following the Fixed Rent Commencement Date, an amount equal to three percent (3%) of the Gross Receipts from all beverages (alcoholic and non-alcoholic) sold on the Premises during the applicable calendar year, but in no event less than Two Hundred Thousand Dollars ($200,000) per calendar year ("Variable Rent"); and (ii) the entire consideration payable by licensee to licensor under the License Agreement as and when required by the License Agreement (provided that, Lessee may satisfy its obligations under this clause (ii) by making payments of such consideration directly to Licensor as and when due under the License Agreement). The obligation of Lessee to pay Fixed Rent, Variable Rent and other sums hereunder may be satisfied by any person or entity making payment of Fixed Rent, Variable Rent or other sums to Lessor as hereinafter provided. The term "Gross Receipts" wherever used in this Lease shall mean the aggregate amount of sales (whether for cash, on credit or otherwise) of all alcoholic and non-alcoholic beverages made and rendered on the Premises in connection with the business operation conducted on the Premises, but shall not include any federal, state, municipal or other sales, value added or retailer's excise taxes paid or accrued, regardless of whether such taxes are collected from customers or absorbed, sales to employees, complimentary sales, donations for charitable events, discounts afforded customers from the redemption of coupons, fees paid to credit card issuers and processors, bulk and/or intercompany transfers of inventory (provided no such transfer is made to avoid liability to Variable Rent), or alcohol beverage license fees (if any). Within one hundred (120) days after the end of each calendar year following the Variable Rent Commencement Date (defined in Section 3.2 below), Lessee shall deliver to Lessor a written statement setting forth the amount of Gross Receipts for the preceding calendar year. Simultaneously with the delivery of such statement, Lessee shall pay to Lessor the Variable Rent shown by such statement to be then due and owing. In computing the Variable Rent for the first calendar year following the Variable Rent Commencement Date (and any calendar year that includes the date of termination of this Lease), if such calendar year shall contain less than 365 K US Active\113418245\V-2 260 days, then the Variable Rent shall be multiplied by fraction, the numerator of which shall be the number of days in such shorter calendar year, and the denominator of which shall be 365. 3.2 The first installment of Initial Rent shall be payable on the Premises Turnover Date in a pro -rata amount based upon the number of days remaining in the month. The first installment of Fixed Rent shall be payable from the earlier of (i) the date that the Premises opens to the public for business or (ii) twelve (12) months following the Premises Turnover Date, subject to Force Majeure as defined in Section 30 and delays caused by Lessor (the "Fixed Rent Commencement Date"). All Rent (other than Variable Rent) from and after the Fixed Rent Commencement Date shall be paid in advance, on the first day of each month. Upon termination of this Lease, Rent payable for less than a full month shall be paid in a pro -rata amount based on the number of days that the Lease was in effect for the month. The obligation to pay Variable Rent shall commence on Fixed Rent Commencement Date ("Variable Rent Commencement Date"). Within ninety days of the termination of this Lease, Lessee shall pay to Lessor all Variable Rent payments owed to the Lessor based upon the payments being made in arrears. This agreement shall not be construed as giving Lessor any partnership or other interest in Lessee's or Topgolf s business. It is understood and agreed by Lessor that there has been no representation of any kind whatsoever made by Lessee or Topgolf as to the amount of Gross Receipts which may or shall be made from the Premises during any year of the term of this Lease. 3.3 The Fixed Rent shall increase by ten percent (10%) at the commencement of each five-year period during the term of this Lease (including any Option Periods that may be exercised by Tenant) commencing with the day following the fifth anniversary of the Fixed Rent Commencement Date. 3.4 Following the first full calendar year of Lessee's operation of the Premises for the Permitted Use, on an annual basis Lessee shall establish or cause its Sublessee on its books and fund a capital reserve fund equal to $200,000 in the aggregate for both the Premises and the Golf Course per calendar year (such amount being pro -rated for any period of less than one full calendar year and not being subject to escalation hereunder), which shall be used by Lessee to make repairs and improvements to the Premises (the "Capital Reserve Fund"). The Capital Reserve Fund shall be allocated $160,000.00 to the Premises and $40,000.000 to the Golf Course. The Capital Reserve Fund shall not be a limitation on the amount that Lessee is otherwise required to spend to repair and maintain the improvements on the Premises as required under this Lease. Notwithstanding the foregoing and for the avoidance of doubt, the requirement to maintain the Capital Reserve Fund for the Golf Course is a requirement under that certain Golf Course Management Agreement entered into on or about the date of this Lease by and between Lessor and Topgolf El Segundo LLC (the "Golf Course Management Agreement"), and is provided under this Lease for reference purposes only. The failure to maintain the Capital Reserve Fund for the Golf Course as required under the Management Agreement shall be a default under the Golf Course Management Agreement, but shall not be a default hereunder. 3.5 All amounts payable under Section 3.1 above, as well as all other amounts payable by Lessee to Lessor under the terms of this Lease, shall be paid at the address of Lessor set forth in Section 31.1, or at such other place within the continental limits of the United States as Lessor shall from time to time designate by written notice to Lessee, in lawful money of the United States, which shall be legal tender in payment of all debts and dues at the time of payment. 0 US Active\113418245\V-2 261 3.6 It is intended that the Initial Rent, the Fixed Rent, the Variable Rent, Payments for Public Good and any Additional Rent provided for in this Lease (together "Rent") shall be an absolutely net return to Lessor throughout the Lease Term, free of any expense, charge, or other deduction whatsoever, including all claims, demands, or setoffs of any nature whatsoever, except as otherwise explicitly provided in this Lease. 3.7 Lessee shall make cash payments to Lessor in the sum of Two Hundred Thousand Dollars ($200,000) per calendar year during the Term of this Lease following the Fixed Rent Commencement Date (the "Payments for Public Good"). Lessor shall in its sole discretion use the proceeds of the foregoing Payments for Public Good to create a fund controlled by Lessor and used to develop or improve public facilities and amenities, to foster educational and other programs and otherwise to promote the benefit and support the public good with regard to the City of El Segundo and its residents. Each installment of the foregoing Payments for Public Good shall be due and payable by Lessee within one hundred (120) days after the end of each calendar year during the Term of this Lease following the Fixed Rent Commencement Date. In computing the Payments for Public Good for the first calendar year or portion thereof following the Fixed Rent Commencement Date (and any calendar year that includes the date of termination of this Lease), if such calendar year shall contain less than 365 days, then the Payments for Public Good shall be multiplied by fraction, the numerator of which shall be the number of days in such shorter calendar year, and the denominator of which shall be 365. The Payments for Public Good shall not be subject to escalation hereunder. 3.8 Except as may be provided in this Lease, Lessee shall also pay without notice and without abatement, deduction, or setoff, as "Additional Rent," all sums, impositions, costs, and other payments that Lessee in any of the provisions of this Lease assumes or agrees to pay, and in the event of any nonpayment, but subject to the terms and provisions of this Lease and all applicable laws, Lessor shall have (in addition to all other rights and remedies) all the rights and remedies provided for in this Lease or by law or equity in the case of nonpayment of the Rent. Section 4. Use 4.1 Notwithstanding any other provision of this Lease, Lessee may only use the Premises, and the Premises Improvements, for a driving range and related clubhouse with restaurant, bar, lounge, grill, event space and other ancillary and incidental amenities typically included in a Topgolf family entertainment facility, subject to the provisions of Section 4.2, ) (the "Permitted Use"). Lessee shall not be permitted to conduct any of the driving range or clubhouse operations on the Premises until the Golf Course Improvements described in Exhibit "D" are substantially completed (which for purposes hereof means that the Golf Course Improvements are completed subject to minor alterations or corrections, that is, "punch list" items and that the nine - hole course, clubhouse, pro -shop and bathrooms are capable of being open for business) as reasonably determined by Lessor. Lessor acknowledges and agrees that the operation of a Topgolf driving range, restaurant, bar, lounge, grill and event space, that is similar with regard to the current operations of that certain existing Topgolf facility located at 6101 N 99th Ave, Glendale, Arizona and is generally consistent with regard to its construction with those renderings and descriptions attached hereto as Exhibits "D" and "G" and by this reference incorporated herein (the "Prototype Facility"), including a driving range and related teaching facilities and both indoor and outdoor cafe / bar / grill facilities serving alcoholic beverages, and meeting and banquet E US Active\113418245\V-2 262 facilities, also serving alcoholic beverages (referred to herein as a "Tomolf Facility") is a Permitted Use under this Section 4.1. 4.2 Lessee shall not use or occupy, or permit or suffer all or any part of the Premises or any Premises Improvements to be used or occupied except as provided in Section 4.1 and Lessee's use of the Premises is further restricted and cannot be used: (i) for any unlawful or illegal business, use, or purpose, or (ii) for any purpose or in any way that is in violation of a lawfully issued existing certificate of occupancy for the Premises, or of any "Legal Requirements" (as defined below), including but not limited to "Legal Requirements" respecting "Hazardous Substances" (as defined in Section 42). For the purposes of this Lease, the term "Legal Requirements" means all present and future laws, ordinances, orders, judgments, rules, regulations, and requirements of all federal, state, regional, and municipal governments, departments, agencies, commissions, boards, and officers, foreseen or unforeseen, ordinary as well as extraordinary, applicable to the Premises or to the use or manner of uses of the Premises or any Premises Improvements or the owners or users of any Premises Improvements. 4.3 Nothing contained in this Lease shall be deemed to be a gift or dedication of any portion of the Premises to the general public or for the general public or for any public purpose whatsoever, or an agreement to do so, it being the intention of Lessor and Lessee that this Lease shall be strictly limited to and for the purposes herein expressed and strictly for the benefit of Lessor and Lessee. Unless required otherwise by a governmental authority, Lessee shall take commercially reasonable actions to prevent the Premises from being used by any individual or entity, or the public, from and after the Premises Turnover Date, in such manner as might reasonably make possible a claim or claims of adverse usage, adverse possession, or prescription, or of implied dedication, of the Premises or any Premises Improvements or any portion thereof. Section 5. Due Diligence; Condition of Premises 5.1 Due Diligence Period. Unless earlier terminated pursuant to Section 5.6 or as otherwise expressly provided herein, Lessee shall have until five (5) months from the Commencement Date (such period, as the same may be extended or shortened hereunder, is referred to herein as the "Due Diligence Period") to complete its due diligence investigations of the Premises, provided that, if, prior to the expiration of the Due Diligence Period, each of the Conditions Precedent set forth in Section 5.5 have been satisfied or waived, then Lessor and Lessee shall have the right to agree that the Due Diligence Period shall expire, in which case the Due Diligence Period shall expire upon the date of such mutual agreement. During the Due Diligence Period, Lessee and Lessee's authorized representatives, during normal business hours, shall have the right to enter upon the Property for the purposes of conducting studies, inspections and investigations of the Property (without unreasonably interfering with the operations of the current facilities located on the Property) and analyzing all documents and matters pertaining to the Property as Lessee reasonably deems necessary or desirable in connection with its leasing of the Premises, including geotechnical, seismic, mechanical, engineering and environmental testing, and to satisfy itself in its sole and absolute discretion that the Property is suitable for the Golf Course Improvements and the Premises Improvements and Lessee's intended use of the Premises, including without limitation, zoning classifications, building regulations, governmental entitlements, land use entitlements permitting private recreational use at the Premises (including without limitation, a general plan amendment, specific plan designation, alcohol permit approvals n US Active\113418245\V-2 263 by the City, and lot line adjustments), a determination under the California Environmental Quality Act ("CEQA") on all actions subject to CEQA (including without limitation the leasehold interest that may be granted to Lessee under this Lease), and all other legal matters applicable to the Improvements (collectively, the "Required Project Entitlements"), all at Lessee's sole expense (collectively, the "Investigation"). The Due Diligence Period shall not exceed five (5) months except in the event that any person or entity that is not a party to this Lease nor a guarantor of this Lease challenges any of the Required Project Entitlements, then the Due Diligence Period shall automatically be extended to end upon the thirtieth (30th) day following the final disposition of any such challenge (i.e. the entry of a non -appealable order of a court of competent jurisdiction dismissing such challenge, granting some or all of the relief sought by such person or entity, or settlement of the challenge), provided that Lessee is diligently defending and pursuing such challenge. Except with respect to provisions that expressly survive the termination of this Agreement, upon expiration of the Due Diligence Period (which shall not be extended under any circumstance by Force Majeure), the failure to satisfy the Conditions Precedent and the termination of this Lease, all of the rights and obligations of the parties hereunder shall terminate and each party represents and warrants that it understands and agrees that it shall have no right to file a legal or equitable action against the other party if the Conditions Precedent are not satisfied during the Due Diligence Period, unless the failed condition was a condition that failed because of a breach of this Agreement by the other party or because of such party's fraud or willful misconduct. For the avoidance of doubt, the mere exercise of discretionary authority by the City is not and does not constitute a breach of this Lease or fraud or willful misconduct by the City or Lessor. In no event shall a party be permitted to seek damages in connection with such a legal or equitable action that exceeds One Hundred Thousand and no/100 Dollars ($100,000.00). 5.2 Cooperation and Entry Notice. Lessor and Lessee agree to reasonably cooperate during the Due Diligence Period, including but not limited to Lessor providing public information to Lessee in Lessee's efforts to obtain approvals from other governmental agencies. Lessee agrees to make reasonable efforts to notify Lessor, a minimum of twenty-four (24) hours before each entry onto the Premises and/or contact with employees on the Premises. 5.3 Title Due Diligence. At the Premises Turnover Date, the real property comprising the Premises must be free from all easements, encumbrances, or restrictions other than those set forth on Exhibit "E", which will be finalized and attached hereto within sixty (60) days from the Commencement Date (the "Permitted Exceptions"). Lessee at its option may procure an ALTA extended leasehold owner's policy of title insurance from Chicago Title Insurance Company (the "Title Company" or "Escrowee") which policy must be free and clear of any exceptions or objections other than the Permitted Exceptions (the "Title Policy"). The Lessor shall have no obligation to take any action to remove any exceptions or objections that the Title Company may place on the Title Policy. The cost of a standard leasehold title policy and/or the Title Policy shall be borne by Lessee. Lessee shall use reasonable efforts to cause the Title Company to deliver to Lessee a Preliminary Report issued by the Title Company covering the Premises (the "Preliminary Report"), together with true and legible copies of all documents evidencing matters of record shown as exceptions to title thereon ("Underlying Documents") as soon as practicable after the Commencement Date. The Preliminary Report and Underlying Documents shall hereinafter sometimes be collectively referred to as the "Title Documents". Lessee shall have the right to object to any exceptions 7 US Active\113418245\V-2 264 contained in the Preliminary Report, in Lessee's sole and absolute discretion by giving written notice to Lessor within fifteen (15) business days after Lessee has received the Title Documents. Lessee shall have the right to object to any matters revealed by the Survey (as defined below) by giving written notice to Lessor within fifteen (15) business days after Lessee has received the Survey. If Lessee disapproves of any matter affecting title or the Survey (the "Title Disapproval"), Lessor shall have the option until 5:00 p.m. on the day that is five (5) business days after delivery to Lessor of the Title Disapproval to elect in Lessor's sole and absolute discretion by written notice to Lessee ("Lessor's Title Response") to (i) cure or remove such disapproved matter(s) on or before the Premises Turnover Date or (ii) not cure some or all of such disapproved matters, in which case Lessee may, by written notice to Lessor within five (5) business days after Lessor's Title Response, elect to waive this contingency or terminate this Lease (in which event the parties shall have no further obligations to one another except with respect to the obligations that survive the termination of this Lease). Lessor's failure to timely notify Lessee of its election aforesaid shall conclusively be deemed to be Lessors' election not to cure any objection. If Lessee elects not to terminate this Lease as provided above, Lessee agrees that the matters expressly approved or waived by Lessee in writing shall added and be attached to this Lease as Exhibit "E" as the "Permitted Exceptions"). Notwithstanding the above, Lessor shall have no obligation to take any action to remove any exceptions or objections that the Title Company may place on the Title Policy, whether or not Lessee disapproves such matters. Lessee's approval of the Preliminary Report shall be without prejudice to Lessee's right to disapprove the "Survey" (defined below) as provided above, or any supplementary reports issued by Title Company except those that arise after the Premises Turnover Date. The cost of a standard leasehold title policy and/or the Title Policy shall be borne by Lessee. Within five (5) business days after the Commencement Date, Lessor shall provide Lessee with a copy of any existing ALTA survey of the Real Property in Lessor's possession, if any (the "Existing Survey"). Lessee shall be responsible, as its sole cost and expense, for thereafter obtaining and paying for any update to the Existing Survey ("Survey") to meet the requirements of Lessee or its lender for the Title Policy. 5.4 Indemnification. All Investigations shall be at the sole risk and expense of Lessee and Lessee shall defend, indemnify and hold Lessor and its employees, agents, officers and elected officials, (collectively the "Indemnified Parties") harmless for, from and against any and all claims, causes of action, demands, injuries, damages, costs, expenses (including reasonable attorneys' fees) or liability (collectively, the "Liability") imposed upon, suffered by, incurred by or asserted against the Indemnified Parties as a result of or relating to the Investigations conducted by or on behalf of Lessee in connection with the Property, except for damages resulting from the negligence or willful misconduct of Lessor or those acting at its request or on its behalf or the discovery of Hazardous Substances (as defined in Section 42) on the Property that were not released on the Property by Lessee or its agents. However, if Lessee takes possession of the Premises then it shall be responsible for all Hazardous Substance (as defined in Section 42) clean- up costs that are required for purposes of completing the Premises Improvements on the Property. Lessee shall maintain and shall cause any person performing work or investigation on the Premises on behalf of Lessee to maintain a policy of comprehensive general liability insurance with premiums fully paid, issued by an insurance company reasonably acceptable to Lessee in an amount not less than $2,000,000.00 to insure the risks covered by the indemnity provided above, which policy shall name the Indemnified Parties as insureds. The insurance shall not act as a limit US Active\113418245\V-2 265 on Lessee's Liability. This indemnity shall survive any termination or expiration of this Lease. Notwithstanding any other provision in this Lease, in the event that the Conditions Precedent are not satisfied and Lessee does not take possession of the Premises, then Lessee shall return the Golf Course and Premises to substantially their same condition as they existed prior to the Commencement Date. 5.5 Conditions Precedent. The following shall be conditions precedent to the Premises Turnover Date and commencement of the Basic Term hereunder (items (i) through (xiii) shall be collectively referred to as the "Conditions Precedent"): (i) (A) Lessee filed an application prior to the Commencement Date for the Required Project Entitlements which Required Project Entitlements the City Council may in its sole and absolute discretion either approve or disapprove and (B) prior to the end of the Due Diligence Period, Lessee has obtained such Required Project Entitlements; (ii) Lessee has prepared and the City has approved final building plans for the Golf Course Improvements and the Premises Improvements (collectively, the "Plans and Specifications"), which Plans and Specifications for the Golf Course Improvements shall be approved by Lessor if they are consistent in all material respects with the description of the Golf Course Improvements described on Exhibit "D" and all zoning and building and safety laws and regulations, and for the Premises Improvements that shall be approved by the City if they are consistent in all material respects with the Prototype Facility and all applicable zoning and building and safety laws and regulations; Lessee shall cause the City to be named as an additional insured under the certificate(s) of insurance issued by the architects and design professionals responsible for preparing the plans for the Golf Course and Premises Improvements; (iii) Lessee (or Topgolf El Segundo) has entered into construction contracts consistent with this Lease, for the completion of the Golf Course Improvements on Exhibit "D" hereto, and Topgolf has entered into construction contracts consistent with this Lease, for the completion of the Premises Improvements as described and depicted on Exhibit `B-1" hereto but such shall not relieve Lessee as being obligated for completing such improvements and Lessee shall cause the City to be named as an additional insured under the certificate(s) of insurance issued by the contractor(s) for construction of the Golf Course Improvements and Premises Improvements, (iv) Lessee has entered into a Sublease of the Premises with Topgolf El Segundo that requires Topgolf to operate the Premises for at least seven (7) years in accordance with the Continuous Operation Requirement (the "Operating Period"); (v) Lessee has delivered within ten (10) business days following the expiration of the Due Diligence Period written notice to Lessor that it desires to have this Lease become effective ("Due Diligence Acceptance Notice"); (vi) West Basin has provided a license agreement, lease or other instrument granting the City and Lessee the right to use parking spaces on the West Basin Property for the Premises and Golf Course Facility which license agreement, lease or other instrument shall not be modified or terminated by Lessor or with Lessor's approval, if Lessor has the right to approve such modification or termination, without Lessee's prior written consent; (vii) prior to the expiration of the Due Diligence Period, Chevron USA, Inc., a Pennsylvania corporation ("Chevron") shall have executed and delivered to Lessee an agreement addressing the use of the Premises consistent with the provisions of the Lease in a form as agreed to by Lessee in its sole and absolute discretion but the City will not be a party to the agreement and it will not affect the City's rights or obligations regarding the Property; (viii) Lessor has in its sole and absolute discretion determined within sixty (60) days of the Commencement Date that TGH has sufficient financial strength to guarantee construction of the Golf Course and Premises Improvements and the operation of the Premises during the Operating Period and to guarantee Rent payments through completion of the Operating Period as expressly required by this Lease E US Active\113418245\V-2 266 and as set forth in the Topgolf Guaranties. In the event that despite Lessor's efforts as set forth above, the financial review of the Topgolf Guarantor cannot be completed within such 60 day period, Lessor shall notify Lessee and the 60 day period shall be automatically extended for an additional 30 days; (ix) TGH shall have executed the Guaranty for the Premises Improvements, the operation of the Premises during the Operating Period and Rent payments through completion of the Operating Period in the form attached hereto as Exhibit "H" and delivered such to the Lessor (Delivery of this Guarantee shall also constitute performance of Condition Precedent item (iv); and the Topgolf Guarantor shall not have withdrawn such Guarantee within five (5) business days as set forth in Section 5.5 of this Lease; (x) Lessee shall have entered into an irrevocable license in a form acceptable to Lessor and Lessee in their sole an absolute discretion (the "Parking License") with Lessor that (A) grants Lessor ingress and egress to and from the parking lot located on the Premises, (B) gives Lessor the right to require Lessee to mark, with signs or other markings acceptable to Lessor, twenty-six parking spaces in the parking lot to indicate that they are for the exclusive use of patrons of the Golf Course and related Golf Course amenities, employees on duty at the Golf Course or related amenities, and golf instructors during the Golf Course's hours of operation, and (C) provides that the balance of the parking spaces in the parking lot are to be made available for both patrons of the Golf Course (and Golf Course related amenities) and patrons of Topgolf on a first-come, first-served basis; (xii) Lessee shall have prepared at its expense within one hundred and twenty (120) days after the Commencement Date the legal descriptions for Exhibits "A-1" and "A-2" for Lessor's approval, and (xiii) Lessor and Lessee shall have agreed upon the Land Value (as defined in Section 17.2.1.1 hereof) in their respective sole and absolute discretion within 180 days from the Commencement Date. 5.6 Lease Termination. Items (vii) and (viii) of Section 5.5 shall be collectively referred to as the "Preliminary Conditions Precedent." If, on or before the expiration of the time periods set forth for any of the Preliminary Conditions Precedent, Lessee shall determine in its sole and absolute discretion that any of the Preliminary Conditions Precedent will not be satisfied, then Lessee may notify Lessor of such determination at any time before or within ten (10) days after the expiration of such applicable time period that it has elected to terminate this Lease. With respect to the Preliminary Conditions Precedent set forth in items (vii) and (viii) above, if, on or before the expiration of the time periods set forth in items (vii) and (viii) above Lessor shall determine in its sole and absolute discretion that items (vii) and (viii) will not be satisfied within the applicable time period, then Lessor may notify Lessee of such determination at any time before or within ten (10) days after the expiration of such applicable time period that it has elected to terminate this Lease. Lessee may terminate this Lease for any reason at any time in its sole and absolute discretion during the Due Diligence Period by notifying Lessor of such determination (the "Due Diligence Termination Notice"), whereupon any termination by Lessor or Lessee of this Lease and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Lease). Each party hereto agrees to diligently pursue the satisfaction of all Conditions Precedent within the time frames set forth herein. In the event that Lessee determines to proceed with the leasing of the Premises and all of the Conditions Precedent are satisfied and thereby waive its right to terminate this Lease as provided in this Section 5.6, then Lessee shall notify Lessor of such determination in writing on or before 5:00 p.m. (Pacific time) on the date that is the tenth business day following the date that the Due Diligence Period shall expire (the "Due Diligence Acceptance Notice"). If the Lessee delivers the Due Diligence Acceptance Notice and the Topgolf Guarantor shall not have withdrawn its Guaranty by providing written 10 US Active\113418245\V-2 267 notice of such within five (5) business days of the Due Diligence Acceptance Notice then the Guaranty shall be deemed to be in full force and effect and the Topgolf Guarantor shall have waived any rights, if any, to claim that its Guaranty is not in full force and effect. If the Topgolf Guarantor has given written notice of the withdrawal of its Guaranty then this Lease shall be deemed terminated and the parties shall have no further obligations under this Lease except those that expressly survive the termination of this Lease. The Due Diligence Acceptance Notice shall be deemed to be a confirmation from Lessee that the parties have entered into the Sublease of the Premises further described in clause (iv) of Section 5.5 hereof. In the event that Lessee shall fail to deliver either the Due Diligence Termination Notice or the Due Diligence Acceptance Notice to Lessor on or before 5:00 p.m. (Pacific time) on the date that is the tenth business day following the expiration of the Due Diligence Period then this Lease shall expire and the obligations of the parties hereunder shall terminate (and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Lease). In addition to the foregoing, if, on or before the expiration of the Due Diligence Period the Conditions Precedent have not been satisfied or the City does not approve of the Required Project Entitlements, then this Lease and the obligations of the parties hereunder shall terminate and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Lease. It is expressly understood that the City is not committing to issuance of the Required Project Entitlements, including the CEQA determination or that the Conditions Precedent shall otherwise be satisfied by executing this Lease as such are subject to a separate discretionary land use entitlement processes, including public hearings, and/or are outside of the City's control and/or are, as applicable, subject to the approval of the City. Within five (5) business days of the delivery by Lessee to Lessor of the Acceptance Notice, so long as the Topgolf Guarantor shall not have provided written notice that it has withdrawn its Guarantee, Lessor and Lessee shall each execute a memorandum evidencing this Lease that may be recorded by Lessee at Lessee's sole cost and expense and in the form of Exhibit "F". If, for any reason at any time during the Term of this Lease the legal description of the Premises changes, Lessor and Lessee agree to execute and record a new Memorandum of Lease, modifying the original Memorandum to reflect such new legal description. Notwithstanding the foregoing sentence, the parties are under no obligation to modify the legal description of the Premises. In the event this Lease is terminated pursuant to the terms hereof the parties agree, upon written request of either party, to execute and record evidence of such termination of the above Memorandum. Notwithstanding anything in this Lease to the contrary, Lessee shall have no right to terminate this Lease and Topgolf Guarantor shall have no right to terminate or diminish their obligations under guaranty following the Premises Turnover Date through the time that the Golf Course Improvements and the Premises Improvements are completed and a certificate of occupancy has been issued for the Golf Course and the Premises, except for termination due to a material default of this Lease by Lessor that Lessor has not remedied after being notified of the default and afforded the opportunity to cure it as provided in Section 19. Notwithstanding the foregoing, if, during construction of the Golf Course Improvements or the Premises Improvements, Lessee discovers that due to the discovery of Hazardous Substances (as defined in Section 42) on or under the Golf Course or Premises after the Turnover Date which: (i) could not have not been reasonably discovered by Lessee as part of its investigation of the Premises and Golf Course; and 11 US Active\113418245\V-2 (ii) were not caused by Lessee, its agents, contractors, employees, tenants, occupants or invitees or otherwise resulting from Lessee's use of the Premises; and Lessee is not able to construct its contemplated Premises Improvements in accordance with desired or approved plans, site plans and the Required Project Entitlements, Lessee shall be obligated to return the Golf Course and Premises to the same or better condition, including all improvements that existed thereon, they were in prior to the Premises Turnover Date and terminate this Lease and the parties shall have no further rights or obligations under this Lease except as expressly set forth herein. Upon any termination of this Lease pursuant to this Section 5, and provided that Lessor is not in default of any material provision hereunder, Lessee shall deliver to Lessor, within ten (10) days of such termination and without any representation or warranty whatsoever as to the truth, accuracy or completeness of such information and Lessor shall rely on such information at Lessor's sole risk and expense, originals or copies of all studies, reports, maps, documents and other material obtained by Lessee from third parties as part of Lessee's Investigation that are in Lessee's possession and that Lessee is not expressly prohibited from providing to Lessor. 5.7 Survival. All those provisions of Section 5.4 and this Section 5.6 whose full performance are not accomplished prior to any termination of this Lease shall survive such termination to allow such performance within a reasonable time. However, this provision shall not extend the Due Diligence Period, provide additional time for satisfying the Conditions Precedent or in any way result in a leasehold or other possessory interest to be created in the Lessee or any other party with respect to the Premises or the Property. Section 6. Liens 6.1 Except as otherwise specifically provided in this Lease (i.e. with regard to the construction of the Golf Course Improvements and the Premises Improvements), Lessee shall have no power to do any act or to make any contract that may create or be the foundation for any lien, mortgage, or other encumbrance on the reversion or other estate of Lessor, or on any interest of Lessor in the Property. 6.2 Lessee shall not suffer or permit any liens to attach to the interest of Lessor or the interest of Lessee in all or any part of the Property by reason of any work, labor, services, or materials done for, or supplied to, or claimed to have been done for or supplied to, Lessee or anyone occupying or holding an interest in all or any part of any the Golf Course Improvements on the Property or the Premises Improvements on the Premises through or under Lessee; provided, that if any such lien shall at any time be filed against the Property, Lessee shall cause the same to be discharged of record within sixty (60) days after the date of filing the same by either payment, deposit, or bond. The Topgolf Guarantor shall also be responsible for monitoring such liens and discharging same if Lessee fails to do so. Lessee may, however, postpone its obligation to discharge a lien arising out of work done by or for Lessee if Lessee provides Lessor or any prospective purchaser of Lessor's fee interest with title insurance that insures Lessor's title and either: (i) omits the lien, or (ii) insures against collection of the debt underlying the lien, and Lessee shall not be in default of its obligations under this Section 6.2 during any such period of postponement, provided such title insurance is provided within the aforesaid sixty (60) day period, at Lessee's expense. 12 US Active\113418245\V-2 269 6.3 Subject to Section 12 (and subject to the lien rights of any person, firm or corporation performing work for providing materials in connection with the Golf Course Improvements or the Premises Improvements), unless otherwise set forth to the contrary herein, nothing in this Lease shall be deemed to be, or be construed in any way as constituting, the consent or request of Lessor, express or implied, by inference or otherwise, to any person, firm, or corporation for the performance of any labor or the furnishing of any materials for any construction, rebuilding, alteration, or repair of or to the Property or to any Golf Course Improvements or Premises Improvements, or as giving Lessee any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that might in any way give rise to the right to file any lien against Lessor's interest in the Property or against Lessor's interest, if any, in the Golf Course Improvements or Premises Improvements. Lessee is not intended to be an agent of Lessor for the construction of any Golf Course Improvements or Premises Improvements on the Property. Following completion of the Premises Improvements and the Golf Course Improvements by or on behalf of Lessee, Lessor shall have the right to post and keep posted at all reasonable times on the Property and on any Golf Course Improvements or Premises Improvements, any notices that Lessor shall be required to post for the protection of Lessor, the Property, and of the Golf Course Improvements or Premises Improvements from any such lien. The foregoing shall not be construed to diminish or vitiate any rights of Lessee in this Lease to construct, alter, or add to any Golf Course Improvements or Premises Improvements in accordance with the terms of this Lease. Section 7. Utilities, Taxes, and Other Charges 7.1 Lessee shall pay or cause to be paid all charges for water, gas, electricity, garbage, telephone, sanitary sewer, storm water, drainage, and any and all other services used by Lessee in or upon the Premises or any Premises Improvements. 7.2 Subject to Section 7.7, Lessee shall pay and discharge, or cause to be paid and discharged, before any fine, penalty, interest, or cost may be added for nonpayment, all real estate taxes, personal property taxes, privilege taxes, excise taxes, business and occupation taxes, gross sales charges, assessments (including but not limited to, assessments for public improvements or benefits), and all other governmental impositions and charges of every kind and nature whatsoever, whether or not now customary or within the contemplation of the parties and regardless of whether the same shall be extraordinary or ordinary, general or special, unforeseen or foreseen, or similar or dissimilar to any of the foregoing which, at any time during the Lease Term, or are assessed based upon the Lease Term, following the Premises Turnover Date, shall be or become due and payable and which: 7.2.1. Shall be levied, assessed, or imposed against the Premises or any Premises Improvements or any interest of Lessor or Lessee under this Lease; or 7.2.2. Shall be or become liens against the Premises or any Premises Improvements or any interest of Lessor or Lessee under this Lease unless caused by or on behalf of Lessor; or 7.2.3. Shall be levied, assessed, or imposed on or against Lessor by reason of any actual or asserted engagement by Lessee, or by Lessor at the direction of, directly or indirectly, in 13 US Active\113418245\V-2 270 any business, occupation, or other activity in connection with the Premises or any Premises Improvements; or 7.2.4. Shall be levied, assessed, or imposed on or in connection with the ownership, leasing, operation, management, maintenance, repair, rebuilding, use, or occupancy of the Premises or any Premises Improvements under or by virtue of any present or future Legal Requirement, it being the intention of the parties that, insofar as the same may lawfully be done, Lessor shall be free from all such expenses and all such real estate taxes, personal property taxes, privilege taxes, excise taxes, business and occupation taxes, gross sales taxes, occupational license taxes, water charges, sewer charges, assessments, and all other governmental impositions and charges of every kind and nature whatsoever relating to the Premises or the Premises Improvements (all of such taxes, water charges, sewer charges, assessments, and other governmental impositions and charges that Lessee is obligated to pay being collectively called "Tax" or "Taxes"). 7.3 If by law any Tax is payable, or may at the option of the taxpayer be paid, in installments, Lessee may, whether or not interest shall accrue on the unpaid balance, pay the same, and any accrued interest on any unpaid balance, in installments as each installment becomes due and payable, but in any event before any fine, penalty, interest, or cost may be added for nonpayment of any installment or interest. With respect to any assessments for public improvements or any similar assessments, Lessee may request amortization of such assessments over the longest period permitted by governmental authority so long as such does not exceed the Basic Term or any extension thereof exercised by Lessee. Lessee shall be obligated to pay off any unpaid balance of any such installment payment plan upon the termination of this Lease. 7.4 Any Tax relating to a fiscal period of the taxing authority, a part of which is within the Lease Term and a part of which is not within the Lease Term, shall be apportioned and adjusted between Lessor and Lessee so that Lessee shall pay only the portions that correspond with the portion of such fiscal periods included within such period. Any such adjustments shall be resolved, as applicable, at the Premises Turnover Date and the expiration of the Lease Term. 7.5 Lessee covenants to furnish to Lessor, within thirty (30) days after the last date when any Tax must be paid by Lessee as provided in this section, official receipts, if such receipts are then available to Lessee, of the appropriate taxing authority, or other proof reasonably satisfactory to Lessor, evidencing payment. 7.6 Lessee shall have the right at Lessee's expense to contest or review the amount or validity of any Tax or to seek a reduction in the assessed valuation on which any Tax is based, by appropriate legal proceedings. Lessee may defer payment of such contested Tax on condition, however, that if such contested Tax is not paid beforehand and if such legal proceedings shall not operate to prevent the enforcement of the collection of the Tax so contested and shall not prevent the sale of the Premises or any Premises Improvements to satisfy the same, then before instituting any such proceedings, Lessee shall furnish to Lessor a surety company bond, cash deposit, or other security reasonably satisfactory to Lessor as security for the payment of such Tax, in an amount sufficient to pay such Tax, together with all interest and penalties in connection with such Tax and all charges that might be assessed against the Premises or any Premises Improvements in the legal proceedings. On termination of such legal proceedings, the security originally deposited shall be 14 US Active\113418245\V-2 271 applied to the payment, removal, and discharge of the Tax and the interest and penalties in connection with the Tax and the charges and costs accruing in such legal proceedings and the balance, if any, shall be paid to Lessee. If such security shall be insufficient for this purpose, Lessee shall forthwith pay over to Lessor an amount sufficient, together with the security originally deposited, to pay the same. Lessee shall not be entitled to interest on any money deposited pursuant to this section. 7.7 Any contest as to the validity or amount of any real or personal property tax, or assessed valuation on which such tax was computed or based, whether before or after payment, may be made by Lessee in the name of Lessor or of Lessee, or both, as Lessee shall determine, and Lessor agrees that it will cooperate with Lessee in any such contest to such extent as Lessee may reasonably request, and Lessee covenants to indemnify and save Lessor harmless from any such costs or expenses. Lessee shall be entitled to any refund of any such Tax and penalties or interest that have been paid by Lessee. 7.8 Lessee shall be responsible and shall pay or cause to be paid all costs directly or indirectly related to Lessee's development and use of the Premises and Premises Improvements constructed thereon. 7.9 The parties shall use reasonable efforts to see that all communications from governmental authorities respecting Taxes are sent directly by such authorities to Lessee. The certificate, advice, receipt, or bill of the appropriate official designated by law to make or issue the same or to receive payment of any Tax or nonpayment of such Tax, shall be prima facie evidence that such Tax is due and unpaid or has been paid at the time of the making or issuance of such certificate, advice, receipt, or bill. Section 8. Insurance Lessee, at its expense, shall maintain or caused to be maintained by Topgolf or any other sublessee at all times during the Lease Term commercial general liability insurance in respect of the Premises and use of the Premises with Lessor as additional insured, with ten million dollars ($10,000,000.00) in "Constant Dollars" (as defined below) minimum combined single -limit coverage, or its equivalent. Such insurance shall include contractual liability coverage in such amount for Lessee's indemnification and other obligations contained herein. Such insurance policy or policies shall be issued in the name of Lessee, with Indemnified Parties as being included in the insurance policy definition of who is an additional insured, and shall be primary to any insurance available to Lessor and the insurance shall not be contributory with or constitute excess coverage with respect to Lessor's insurance. Lessee shall also maintain or caused to be maintained by Topgolf or any other sublessee during the Basic Term, at no expense to Lessor, fire and extended coverage insurance sufficient to replace all Premises Improvements notwithstanding the amounts set forth below. Such policies of insurance shall be issued by good, responsible companies that are reasonably acceptable to Lessor and qualified to do business in the state of California. An insurance certificate or certificates evidencing such insurance shall be delivered to Lessor prior to the Commencement Date (evidencing coverage in the amount of four Million Dollars ($4,000,000) covering the Due Diligence Period), and thereafter prior to the Premises Turnover Date (evidencing coverage in the amount of ten million dollars ($10,000,000)), and renewal policies shall be delivered to Lessor within ten (10) days before the expiration of the term 15 US Active\113418245\V-2 272 of each such policy or policies. As often as any such policy or policies shall expire or terminate, renewal or additional policies shall be procured and maintained by Lessee in like manner and to like extent. All policies of insurance must contain a provision that the company writing the policy will give Lessor thirty (30) days' written notice in advance of any cancellation, non -renewal substantial change of coverage, or the effective date of any reduction in amount of insurance. During such times that TopGolf or another Sublessee of Lessee is not under contract to operate the Golf Course during the term of this Lease, Lessor shall maintain, or cause to be maintained, in full force and effect, on and with respect to the Golf Course, either proof of self- insurance, or insurance through a joint powers authority, reasonably acceptable to Lessee in the amounts and with additional insured requirements set forth in this paragraph or policies of: (i) commercial general liability insurance, written on an "occurrence" policy form, with bodily injury and property damage coverage arising out of or relating to Lessor's ownership, business operations, use or occupancy of the Golf Course, which shall name Lessee, Lessee's first mortgagee, and Topgolf's first mortgagee and Topgolf as additional insureds as their respective interests may appear, and (ii) first party property insurance written on a "special form" policy covering loss or damage to the improvements on the Golf Course for not less than the amount of the full replacement value of such improvements. The limits of the commercial general liability policy shall be at least ten Million Dollars ($10,000,000) per person, with a combined single limit of not less than ten Million Dollars ($10,000,000.00) on a "per occurrence" basis (bodily injury and property damage), or in such higher amounts and with such additional coverages as Lessor may be required pursuant to agreement with any mortgage lender of Lessor or pursuant to any other contractual agreement relating to the Golf Course or any part thereof to which Lessor is a party. At Lessee's request, Lessor shall furnish appropriate certificates of such insurance to Lessee. The insurance required of Lessee and Lessor by this provision or otherwise in this Lease shall not limit such party's liability under any indemnity provision set forth in this Lease or any other liability that such party may have under this Lease. "Constant Dollars" shall mean the value of the U.S. dollar to which such phrase refers, as adjusted from time to time. An adjustment shall occur on the 1 st day of June of the sixth (6th) full calendar year following the date of this Lease, and thereafter at five (5) year intervals. Constant Dollars shall be determined by multiplying the dollar amount to be adjusted by a fraction, the numerator of which is the Current Index Number and the denominator of which is the Base Index Number. The "Base Index Number" shall be the level of the Index for the year of the Commencement Date; the "Current Index Number" shall be the level of the Index for the year immediately preceding the adjustment year; the "Index" shall be the Consumer Price Index for All Urban Consumers, published by the Bureau of Labor Statistics of the United States Department of Labor for U.S. City Average, All Items (1982-84=100), or any successor index thereto as hereinafter provided. If publication of the Index is discontinued, or if the basis of calculating the Index is materially changed, then Lessor and Lessee shall substitute for the Index comparable statistics as computed by an agency of the United States Government or, if none, by a substantial and responsible periodical or publication of recognized authority most closely approximating the result which would have been achieved by the Index. Section 9. Lessor's Right to Perform Lessee's Covenants 16 US Active\113418245\V-2 273 9.1 If Lessee at any time fails to pay any Tax in accordance with the provisions of this Lease or fails to make any other payment (other than Rent) or perform any other material act on its part to be made or performed (in each instance, to the extent applicable, within the applicable notice and cure periods provided in this Lease), then Lessor may (but shall be under no obligation to): 9.1.1. Obtain the same on Lessee's behalf, and without waiving or releasing Lessee from any obligation of Lessee contained in this Lease or from any default by Lessee and without waiving Lessor's right to take such action as may be permissible under this Lease as a result of such default, and after Lessee's failure to obtain any required liability insurance or evidence thereof, procure such insurance and Lessee shall pay to Lessor the actual costs and expenses thereof as applicable to that period of time between the expiration of such notice and the date upon which Lessee provides such certificate or evidence of liability insurance to Lessee as required hereinabove, and any actual costs incurred by Lessor in obtaining or terminating its procured insurance; and/or 9.1.2. After ten (10) days prior written notice to Lessee which specifies what action is required, perform the same on Lessee's behalf, make any other payment or perform any other act on Lessee's part to be made or performed as provided in this Lease. 9.2 All sums so paid by Lessor and all actual costs and expenses incurred by Lessor, in connection with the performance of any such act, shall constitute Additional Rent payable by Lessee under this Lease and shall be paid by Lessee to Lessor on demand. Section 10. Compliance with Legal Requirements 10.1 Throughout the Lease Term Lessee shall promptly comply with all Legal Requirements (as defined in Section 4.2). To the extent that there is any change in Legal Requirements such that the Permitted Use is no longer a lawful use of the Premises, Lessee may terminate this Lease upon delivery of written notice to Lessor. Lessee shall pay all costs of compliance with Legal Requirements. 10.2 Lessee shall have the right, after prior written notice to Lessor, to contest by appropriate legal proceedings, diligently conducted in good faith, in the name of Lessee or Lessor or both, without cost or expense to Lessor, the validity or application of any Legal Requirement subject to the following: 10.2.1. If, by the terms of any Legal Requirement, compliance may legally be delayed pending the prosecution of any such proceeding without the incurrence of any lien, charge, or liability of any kind against all or any part of the Premises and without subjecting Lessor to any liability, civil or criminal, for failure to comply, Lessee may delay compliance until the final determination of such proceeding; or 10.2.2. If any lien, charge, or civil liability would be incurred by reason of any such delay, Lessee nevertheless may contest the matter and delay compliance, provided that such delay would not subject Lessor to criminal or civil liability or fine, and Lessee prosecutes the contest with due diligence. 17 US Active\113418245\V-2 274 10.3 Lessor shall execute and deliver any appropriate papers, as determined in the Lessee's sole discretion, that may be necessary, proper or desirable to permit Lessee to contest the validity or application of any Legal Requirement, provided all the requirements of this section have been satisfied by Lessee. 10.4 Each party shall promptly provide the other party, in the manner provided in Section 31 below, copies of all material correspondence or other documents sent to or received from governmental agencies or other persons: (i) relating to Lessee's development of the Premises; and/or (ii) that may materially adversely affect the fair market value of the Premises. 10.5 Lessor represents and warrants to Lessee, that as of the Commencement Date and as of the Premises Turnover Date: 10.5.1. Lessor shall not during the Lease Term initiate any action that would create any encumbrances except for taxes, assessments and fees imposed pursuant to California Constitution Articles XII C and D (or other applicable laws), that would adversely affect Lessee's use, operation or occupancy of the Premises. 10.5.2. All persons and entities supplying labor, materials, and equipment to the Premises have been paid, there are no claims of liens and there are no service contracts applicable to the Premises. 10.5.3. Except as set forth in Exhibit "L", or as previously disclosed to Lessee by Lessor, to the best of Lessor's knowledge there is no action in the nature of litigation, claim, investigation or other proceeding pending or to Lessor's best knowledge, threatened against or affecting the Premises, the use thereof, or Lessor. 10.5.4. Lessor has not committed nor obligated itself in any manner whatsoever to sell or lease the Premises to any person other than Lessee. Without limiting the generality of the foregoing, no right of first refusal regarding the Premises exists. Lessor will not, prior to the Premises Turnover Date, offer to or enter into any backup or contingent option or other agreement to sell or lease the Premises to any other person. 10.5.5. There is an existing agreement with a company to operate and manage the Property (the "Management Agreement"), but the Lessor shall by the expiration of the Due Diligence Period provide Lessee with reasonable evidence that as of the Commencement Date and as of the Premises Turnover Date, such Management Agreement shall have been terminated with respect to the Leased Premises, and that there are no leases, tenancies, rental agreements or entitlements or use agreements, or unrecorded restrictive covenants affecting all or any portion of the Premises except for the Permitted Exceptions. 10.5.6. Lessor is not a foreign person, nonresident alien, foreign corporation, foreign partnership, foreign trust, or foreign estate, as those terms are defined in the Internal Revenue Code and the Income Tax Regulations promulgated thereunder. 10.5.7. Lessor has made no untrue statements or representations in connection with this Lease. US Active\113418245\V-2 275 10.5.8. Lessor has to the best of its knowledge provided or made available to Lessee all information in Lessor's possession that Lessee has requested, and Lessor to the best of its knowledge has provided or made available to Lessee any public information or knowledge actually obtained by Lessor of any change contemplated in any applicable laws, ordinances or restrictions, or any judicial or administrative action, or any action by adjacent landowners, or natural or artificial condition, financial or otherwise, which would prevent, limit or impede the use of the Premises as contemplated by this Lease. 10.5.9. All documents delivered or made available to Lessee by or on behalf of Lessor are to the best or Lessor's knowledge true and correct copies of the documents in Lessor's possession. 10.5.10. Prior to the Premises Turnover Date, and except as otherwise provided in this Lease, Lessor has: (i) performed all of its obligations under any lien indebtedness, and (ii) except as expressly permitted by this Lease, not allowed any lien to attach to the Premises or any portion thereof which is not discharged at the Premises Turnover Date, nor granted, created, modified or permitted the creation of, any easement, right-of-way, encumbrance, restriction or covenant affecting the Premises or any part thereof. 10.5.11. To Lessor's actual knowledge, except as may be contained in the written materials delivered or made available to Lessee during the Due Diligence Period, Lessor is not aware of the existence of Hazardous Substances (as defined in Section 42) other than that the Premises were previously owned by Chevron and there is a Chevron refinery located directly across the public right of way from the Premises. For purposes of this Section 10.5.11, the phrase "actual knowledge" shall mean the present, actual knowledge of the City Manager ("Lessor's Designated Representative") with no duty of investigation, inquiry or inspection. In no event shall Lessee be entitled to assert any cause of action against Lessor's Designated Representative, nor shall such individual have any personal liability whatsoever for any matter under or related to this Lease. Lessor represents and warrants that Lessor's Designated Representative is the City Manager and the person on behalf of Lessor most knowledgeable about the matters which are the subject of this Section. Section 11. Operation, Repairs and Maintenance 11.1 Lessee shall maintain and repair or cause to be maintained and repaired the Premises and any Premises Improvements Lessee constructs on the Premises, and off the Premises but in conjunction with the development of the Premises and that Lessee is required by Legal Requirements to maintain, as necessary to keep them in first-class order, condition, and repair throughout the entire Lease Term after the Premises Turnover Date, at no cost to Lessor, provided that during the periods that Topgolf is operating the Premises, this condition shall be satisfied by keeping the Premises in a condition substantially comparable to other facilities currently being operated by Topgolf. Lessor and Lessee agree that wherever in this Lease an obligation is imposed on Lessee, Lessee (without being released from any of its obligations under this Lease or requiring that the Lessor pursue any party other than Lessee for performance of such obligations) shall have the right to delegate responsibility for performing such obligations and will delegate such responsibility for performing such obligations to Topgolf or to any other occupant of the entire Premises approved by Lessor under Section 18 of this Lease (an "Operator") and performance of 19 US Active\113418245\V-2 276 such obligation by Topgolf or the Operator in accordance with the terms of this Lease shall be deemed performance by Lessee. 11.2 During the Lease term following the completion of the Premises Improvements and the opening of the Premises to the public (i) Lessee shall operate or cause to be operated the ground level (or other suitable portion) of the Premises Improvements as a driving range open for business seven days a week from at least 6:00 a.m. until at least 9:00 p.m., other than on any Specified Holidays, (ii) the remainder of the Premises Improvements, such that the same are open for business seven days a week from at least 9:00 a.m. until at least 9:00 p.m., other than on any Specified Holidays, and (iii) Lessee shall require the person or entity that is subleasing and/or operating the Premises Improvements to execute as a successor in interest, the Golf Course Management Agreement, as previously amended in accordance with this Lease ("Continuous Operation Requirement). The only exception to these requirements shall be during periods of damage or destruction, condemnation, or when Lessee is conducting alterations, routine repairs, maintenance and upgrades to the facilities and in such cases Lessee shall work diligently to minimize the number of hours and/or days that the driving range and/or restaurant are not open during the Continuous Operation Requirement. For purposes hereof, "Specified Holidays" means collectively, the following holidays: New Year's Day, President's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day. Notwithstanding anything to the contrary contained or implied in this Lease, in the event that at any time after the expiration of the Operating Period the Lessee provides written notice that the Premises will not be operated by Topgolf or another Operator for the Permitted Use (a "Non -Operation Notice"), then Lessee shall not be deemed to be in default with respect to (i) and (ii) above so long as (i) it is paying Rent and any other sums owing the Lessor hereunder in a timely manner, and (ii) Lessee either terminates this Lease as provided below or reopens the Premises for business to the public, in either event within two (2) years after any Non -Operation Notice (provided that any replacement Operator of the driving range is approved by Lessor pursuant to Section 18 hereof and agrees to execute as the successor in interest the Golf Course Management Agreement). Following receipt of the Non - Operation Notice, Lessor may notify Lessee that Lessor has elected to operate the driving range or cause the driving range to be operated on an interim basis during the period that the Premises is not open for business to the public, then Lessor shall then operate the driving range or cause the driving range to be operated during the time period set forth in Lessor's notice in accordance with the standards of operation set forth in this Lease until such time as Lessee finds a new Operator for the Premises. In the event that Lessor elects to operate the driving range as set forth above, Lessor shall operate the driving range pursuant to a month to month sublease in form and content reasonably acceptable to Lessor, Lessee and Topgolf or other Sublessee, which shall provide, among other things, for (i) the reduction of the Fixed Rent in an amount equal to the monthly net revenues that Lessor derives from its operation of the Premises (i.e. the aggregate gross revenues received by Lessor in connection with the operation of the driving range minus all reasonable third party out of pocket costs incurred by Lessor in connection with the operation of the driving range, as evidenced by monthly income and expense reports and other reasonable back-up information reasonably requested by Lessee and/or Topgolf delivered to Lessee and Topgolf by Lessor along with the monthly rental payments), and (ii) the right of termination by Lessee or Lessor of the sublease upon thirty business days' prior written notice upon Lessee identifying an Operator that will sublease the Premises and operate the same for the Permitted Use. Notwithstanding anything herein to the contrary, in no event during Lessor's operation of the Premises shall Lessor utilize any proprietary equipment and/or other proprietary elements of Topgolf s business, including, 20 US Active\113418245\V-2 277 without limitation, computer hardware and software and other intellectual property, located upon or about the Premises. Following the expiration of the Operating Period, including during the two year period following delivery of the Non -Operation Notice, the Lessee shall have the right to terminate this Lease upon thirty (30) days written notice to Lessor and shall be obligated to pay Rent and all other sums due through the date of the termination of this Lease and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive a termination of this Lease. 11.3 Between 9 a.m. and 5 p.m. each day, Lessee shall make driving bays available for youth sports and provide a ten percent (10%) discount on driving range charges for residents of the City of El Segundo and youth sports users identified in this Section and Section 11.4, Lessee shall provide for access through the first floor of the Premises Improvements and provide for restroom facilities on the first floor such that individuals under the age of eighteen (18) may choose not to access the second and third floor of the Premises Improvements. 11.4 During the Lease term, in addition to the requirement of Section 11.3 Lessee shall allow the uses set forth in Sections IX and X of the Golf Course Operations Manual (Exhibit "J" hereto) and shall allow the operator of the golf course to use the Premises for the purposes of providing the services and programs as set forth in Sections IX and X of the Golf Course Operations Manual (Exhibit "J" hereto) as may be amended from time to time by the City in accordance with the Golf Course Management Agreement, provided that no such amendment shall increase Lessee's obligations hereunder or under the Golf Course Operations Manual or require Lessee to expend additional monies. 11.5 Lessor shall not be required to furnish to Lessee any facilities or services of any kind whatsoever during the Lease Term, including but not limited to, water, steam heat, gas, hot water, electricity, light, and power. Lessor shall in no event be required to make any alterations, rebuildings, replacements, changes, additions, improvements, or repairs to the Premises during the Lease Term. 11.6 Lessor assigns to Lessee such rights, if any, as Lessor may have against any parties causing damage during the Lease Term to any Premises Improvements on the Premises, to sue for and recover amounts expended by Lessee as a result of such damage. 11.7 Commencing on the date that Lessee completes construction of the Premises Improvements and opens for business at the Premises, El Segundo Police Officers shall initially be stationed on the Premises from 7:00 p.m. on Fridays to 2:00 a.m. on Saturdays and from 7:00 p.m. on Saturdays to 2:00 a.m. on Sundays. The El Segundo Chief of Police shall have the authority to determine in his/her reasonable discretion whether to decrease or increase the hours or number of El Segundo Police Officers needed to be stationed on the Premises. Lessee shall be responsible for reimbursing the City in a pro -rata amount based upon the number of days remaining in the year, for the first 1,000 hours of police officer hours (the "Hours Threshold") at the fully burdened overtime rate (currently one hundred ninety seven dollars per hour/$197.00 per hour) and fifty percent (50%) of the fully burdened rate for all police officer hours in excess of 1,000 hours calculated on an annual basis ("Security Costs") as the same shall be adjusted to take into account 21 US Active\113418245\V-2 278 any partial calendar year. Within sixty (60) days after the end of each calendar year following the Rent Commencement Date, Lessor shall deliver to Lessee a written statement setting forth the amount of Security Costs (with reasonable supporting documentation) for the preceding calendar year. Within sixty (60) days following the delivery of such statement, Lessee shall pay or cause to be paid to Lessor the Security Costs shown by such statement to be then due and owing to Lessor. In the event that Lessee disagrees with Lessor's calculation of Security Costs, then prior to the expiration of the end of the foregoing sixty (60) day period Lessee shall deliver written notice to Lessor setting forth the basis of its disagreement along with its payment of any undisputed amounts and Lessor and Lessee shall work together in good faith to resolve any disputed amounts ("Disputed Amounts") as soon as reasonably practicable. No later than the end of the foregoing sixty (60) day period, or if later, ten (10) business days following the resolution of the Disputed Amounts, Lessee shall make any additional payment owing to Lessor with regard to any Disputed Amounts for the applicable year. In computing the Security Costs for the first calendar year following the Rent Commencement Date (and any calendar year that includes the date of termination of this Lease), if such calendar year shall contain less than 365 days, then the Hours Threshold shall be multiplied by a fraction, the numerator of which shall be the number of days in such shorter calendar year, and the denominator of which shall be 365. Section 12. Development of the Golf Course Premises; Premises Improvements 12.1 Promptly following the Premises Turnover Date, Lessee shall at no cost or expense to Lessor modify and demolish, as necessary, and improve (or cause to be modified and demolished, as necessary, and improved) the Golf Course and Premises in accordance with the Golf Course Improvements and Premises Improvements as set forth in this Lease, and diligently prosecute the same to completion, provided that the Golf Course Improvements and Premises Improvements shall be substantially in accordance with the Plans and Specifications approved by Lessor as provided in this Lease, all applicable laws, building regulations, and other applicable restrictions on the use of the Premises, and further provided that Lessee shall be responsible for obtaining, at no cost or expense to Lessor, all governing and regulatory agency approvals and permits that may be required in connection with such Golf Course and Premises Improvements. Notwithstanding the foregoing, in the event that Topgolf defaults in its construction obligations under its Sublease with Lessee after the expiration of any applicable notice and cure periods set forth in this Lease, which would also constitute a default by Lessee, Lessee shall have the right in its sole and absolute discretion to either: (a) complete the Golf Course Improvements and/or Premises Improvements as provided above, or (b) terminate this Lease and return the Golf Course and Premises to the same or better condition as they were in on the Premises Turnover Date. Lessee shall not be relieved of any obligation to pay Rent or any other payment in the event of any such default by Topgolf or any other default hereunder by Lessee unless and until this Lease is terminated as set forth above in (b) and the Lessor is in possession of the Golf Course and the Premises and both have been returned to the same or better condition as they existed prior to the Premises Turnover Date. No action by Lessee to complete the Premises Improvements shall alter or diminish the Topgolf Guarantor's Guaranties. All improvements to the Golf Course and the Premises shall be completed within thirteen (13) months of the Premises Turnover Date, subject to events of Force Majeure and delays caused by Lessor. 12.2 Lessor and Lessee shall meet and attempt to agree on a plan, including but not limited to addressing any and all construction, operational and liability issues for the period 22 US Active\113418245\V-2 279 commencing on the Premises Turnover Date and ending on the Fixed Rent Commencement Date. Lessee shall retain in its sole and absolute discretion the absolute and unconditional right to shut down the Golf Course operations or portions thereof at any time during the period commencing on the Premises Turnover Date and ending on the Fixed Rent Commencement Date. In this regard, Lessee anticipates shutting down the Golf Course operations until the Fixed Rent Commencement Date. 12.3 Lessor shall review and approve the Plans and Specifications, such approval not to be unreasonably withheld, conditioned or delayed, and/or provide Lessee with its comments within thirty (30) days after Lessor's receipt of the Plans and Specifications. If disapproved Lessee shall make all necessary revisions within ten (10) days after Lessee's receipt thereof. This procedure will be repeated until Lessor ultimately approves the conceptual Plans and Specifications or until this Lease is terminated in accordance with Section 5.4 and/or 5.5 hereof. Notwithstanding the foregoing, the conceptual Plans and Specifications for the Premises Improvements shall be approved if they are consistent in all material respects with the Prototype Facility and all applicable zoning and building and safety laws and regulations, and the conceptual Plans and Specifications for the Golf Course Improvements shall be approved if they are consistent in all material respects with Exhibit "D" and all applicable zoning and building and safety laws and regulations. Section 13. Title to Premises Improvements Title to any Premises Improvements and any modifications, additions, restorations, repairs and replacements thereof hereafter placed or constructed by or through Lessee shall be and remain in Lessee until the expiration or termination of the Lease Term. On such expiration or sooner termination, title to any Premises Improvements shall automatically pass to, vest in, and belong to Lessor without further action on the part of either party and without cost or charge to Lessor in accordance with Section 26.1 hereof, provided, however, that no lien rights created or allowed by Lessee or any assignee or sublessee shall extend beyond the Lease Term. During the Lease Term, Lessee shall be entitled, for all taxation purposes, to claim cost recovery deductions and the like on any Premises Improvements. Section 14. No Waste Lessee shall not intentionally commit any material waste on or to the Premises. Section 15. Inspection and Access Lessor shall have the right to enter on the Premises and any Premises Improvements at all reasonable times during usual business hours upon not less than three (3) business days' notice for the purpose of preventing the creation of any prescriptive rights to any third person, allowing inspection by mortgagees, and, within one hundred eighty (180) days of the expiration of the Lease Term, Lessor shall have the right to enter the Premises for the purpose of showing the Premises to prospective lessees or purchasers. Notwithstanding anything to the contrary herein, any access given to Lessor to enter the Premises for the purposes explicitly stated above shall be subject to Lessee's reasonable security rules and regulations. Lessee reserves the right to accompany Lessor at all times during any entry by Lessor. Lessor shall use commercially reasonable efforts to minimize any interference with the day to day operations of the Premises in exercising any of its 23 US Active\113418245\V-2 WN rights under this Section 15. In the event any subtenant has the right to abate rent, as a result of Lessor's activities under this Section 15, then Lessee shall be entitled to an abatement of Fixed Rent to the extent of such subtenant rent abatement, less any rent loss insurance proceeds received by Lessee, provided that Lessee has given Lessor prior written notice of the terms of such subtenant abatement rights. Section 16. Lessor's and Lessee's Exculpation and Indemnity 16.1 After the Premises Turnover Date, Lessee is and shall be in exclusive control of the Premises and of any Premises Improvements, and except as otherwise provided herein, Lessor shall not in any event whatsoever be liable for any injury or damage to any property or to any person happening on, in, or about the Premises or any Premises Improvements or any injury or damage to the Premises or any Premises Improvements or to any property, whether belonging to Lessee or to any other person, caused by any fire, flooding, earthquake, storm, act of God, terrorist act, breakage, leakage, defect, or bad condition in any part or portion of the Premises or of any Premises Improvements, or from steam, gas, electricity, water, or rain, that may leak into, or issue or flow from any part of the Premises or any Premises Improvements from the drains, pipes, or plumbing work of the same, or from the street, subsurface, or any place or quarter, or due to the use, misuse, or abuse of all or any of any Premises Improvements or from any kind of injury that may arise from any other cause whatsoever on the Premises or in or on any Premises Improvements, including defects in construction of any Premises Improvements, latent or otherwise. Notwithstanding the foregoing, Lessor shall indemnify, defend and hold harmless Lessee from and against all claims and all costs, expenses, and liabilities incurred in connection with all claims, including any action or proceeding brought thereon, arising from or as a result of: (i) any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person, as shall occur on or about the Premises prior to the Premises Turnover Date, except to the extent such is caused by the negligent or wrongful acts of the Lessee, (ii) any failure on the part of Lessor to perform or comply with any of the covenants, agreements, terms, provisions, conditions, or limitations contained in this Lease on its part to be performed or complied with, or (iii) any negligent act of Lessor or the agents, contractors, servants, or employees of Lessor. In case any action or proceeding is brought against Lessee by reason of any claims covered in this Section 16. 1, Lessor on written notice from Lessee shall, at Lessor's expense, resist or defend such action or proceeding by counsel approved by Lessee in writing, which approval shall not be unreasonably withheld, conditioned or delayed. 16.2 To the extent not caused by the negligence or willful misconduct of Lessor or its official, officers, agents, employees or contractors, Lessee shall indemnify, defend and hold Lessor harmless for, from and against all liabilities, obligations, damages, penalties, claims, costs, charges, and expenses, including reasonable attorneys' fees, that may be imposed on or incurred by or asserted against Lessor by reason of or in any way related to any of the following occurrences following the Premises Turnover Date: 16.2.1. Any work done in, on, or about all or any part of the Property by or on behalf of Lessee or Topgolf or any Premises Improvements related to the use, occupancy or development of the Property by or on behalf of Lessee or Topgolf; 24 US Active\113418245\V-2 281 16.2.2. Any use, nonuse, possession, occupation, condition, operation, maintenance, or management of all or any part of the Premises or any Premises Improvements; 16.2.3. Any negligence or willful misconduct on the part of Lessee or any of its agents, contractors, servants, employees, sublessees, licensees, or invitees; 16.2.4. Any accident, injury, or damage to any person or property occurring in, on, or about the Premises or any Premises Improvements; or 16.2.5. Any failure on the part of Lessee to perform or comply with any of the covenants, agreements, terms, provisions, conditions, or limitations contained in this Lease on its part to be performed or complied with. 16.3 [Intentionally Omitted] 16.4 In case any action or proceeding is brought against Lessor by reason of any claims covered in Section 16.2, Lessee on written notice from Lessor shall, at Lessee's expense, resist or defend such action or proceeding by counsel approved by Lessor in writing, which approval shall not be unreasonably withheld, conditioned or delayed. 16.5 If Lessor or Lessee asserts any claim against the other party by reason of the other party's interest in the Property, the party asserting the claim shall have no claim against the other party's officers, directors, employees or agents. 16.6 The provisions of this Section 16 shall survive any termination of this Lease. Section 17. Condemnation 17.1 If all the Premises and Premises Improvements are taken or condemned, by right of eminent domain or by purchase in lieu of condemnation, or if such portion of the Premises or any Premises Improvements shall be so taken or condemned that the portion remaining is not sufficient and suitable for operation of the Permitted Use described in Section 4.1 hereof, in Lessee's reasonable judgment, to permit the restoration of any Premises Improvements following such taking or condemnation or for Lessee's use of the Premises as described in Section 4.1 hereof, then this Lease and the Lease Term, at Lessee's option, shall cease and terminate as of the date on which the condemning authority takes possession or title (any taking or condemnation of the land described in this section being called a "Total Taking"), and the Fixed Rent and Additional Rent shall be apportioned and paid to the date of such Total Taking. 17.2 If this Lease expires and terminates as a result of a Total Taking, the rights and interests of the parties shall be determined as follows: 17.2.1. The total award or awards for the Total Taking shall be apportioned and paid to Lessee and Lessor in Proportionate Shares. For purposes hereof, the "Proportionate Shares" of Lessee and Lessor shall be expressed as a percentage of the whole and shall be calculated as of the date of the Total Taking, as follows: (i) Lessor's Proportionate Share shall equal the percentage obtained by dividing the Land Value by the Aggregate Sum, and (ii) Lessee's Proportionate Share shall equal the percentage obtained by dividing the Amortized Improvements 25 US Active\113418245\V-2 282 Cost by the Aggregate Sum. In the event that the Golf Course is condemned then as between Lessor and Lessee (and the Topgolf Guarantor) any condemnation award with respect to the Golf Course or Golf Course Improvements shall be exclusively awarded to the City. (a) The term "Land Value" shall mean the fair market value of the Premises and the driving range improvements currently located thereon (prior to any development activity of Lessee or its sublessees or assigns) as determined as of the date of this Lease and without regard to this Lease, but encumbered by the License Agreement, the use restriction on the Premises imposed by Chevron in that certain Corporation Grant Deed form Chevron to Lessor, dated May 16, 1988 and recorded in the Official Records of Los Angeles County, California on May 24, 1988 as Instrument No. 88 826097 and any other liens or encumbrances existing as of the date of this Lease not including this Lease. Lessor and Lessee will work in good faith to agree upon the Land Value within 180 days from the Commencement Date. Each of Lessee and Lessor may, at its sole cost and expense, retain one or more appraisers or other valuation consultants to perform appraisals or other analyses of the Land Value and assist with the determination of the Land Value hereunder. Following the agreement of Lessor and Lessee with regard to the Land Value, such Land Value shall remain fixed and shall not be subject to adjustment hereunder. (b) The term "Amortized Improvements Cost" shall mean at a given point in time the then unamortized cost of the Premises Improvements (i.e. the aggregate cost of the Premises Improvements as amortized using 40 year straight line depreciation commencing on the date that rent commences under the Sublease with Topgolf El Segundo through the date of the Total Taking hereunder). (c) The term "Aggregate Sum" shall mean, at any given point in time, the sum of the Land Value and the Amortized Improvements Cost. 17.3 If, during the Lease Term, there is a taking or condemnation of the Premises or any Premises Improvements that is not a Total Taking and not a temporary taking of the kind described below, or if there is a change in the grade of the streets or avenues on which the Premises abuts, this Lease and the Lease Term shall not cease or terminate, but shall remain in full force and effect with respect to the portion of the Premises and of any Premises Improvements not taken or condemned (any taking or condemnation or change of grade of the kind described in this section being referred to as a "Partial Taking"), and in such event: 17.3.1. The total award or awards for the taking shall be apportioned and paid to Lessee and Lessor in Proportionate Shares (as calculated as of the date of the Partial Taking). 17.3.2. Following any such taking or condemnation, Rent shall be equitably abated based on the portion of the Premises taken. 17.4 In the event of a taking of all or a part of the Premises or any Premises Improvements for temporary use, this Lease shall continue without change, as between Lessor and Lessee, and Lessee shall be entitled to the entire award made for such use; provided that Lessee shall be entitled to file and prosecute any claim against the condemn or for damages and to recover the same, for any negligent use, waste, or injury to the Premises or any Premises Improvements 26 US Active\113418245\V-2 283 throughout the balance of the then -current Lease Term. The amount of damages so recovered shall belong to Lessee. 17.5 In the event of any dispute between Lessee and Lessor regarding any issue of fact arising out of a Taking mentioned in this Section 17, such dispute shall be resolved by the same court in which the condemnation action is brought, in such proceedings as may be appropriate for adjudicating the dispute. Section 18. Assignment and Sublease 18.1 Lessee shall have the right to assign this Lease or any interest therein, and shall further have the right to sublease or sublet all or any portion or portions of the Premises or any interest therein, with the Lessor's consent which may be withheld in the Lessor's reasonable discretion based upon the financial strength of the proposed assignee or subtenant and its experience in operating commercial driving ranges and restaurants. Any such assignment or subletting by Lessee shall also be subject to all the following provisions: 18.1.1. Lessee shall not then be in default under this Lease beyond the expiration of any applicable notice and cure period; 18.1.2. The assignee of Lessee shall expressly assume in writing all of Lessee's obligations hereunder from and after the effective date of any such assignment, including without limitation enforcing the Continuous Operations Requirement during the Operating Period as set forth in Section 11.2; 18.1.3. Any sublease or assignment shall be subject to the terms and provisions of this Lease with respect to such subtenant's or occupant's use and occupancy of the premises in question and shall not work to alter any term or condition of this Lease; 18.1.4. Except as provided hereinbelow, no such assignment shall relieve Lessee from liability for payment of Rent herein provided or from the obligations to observe and be bound by the terms, conditions, and covenants of this Lease. No transfer of corporate shares of Lessee, if Lessee is a corporation, unless such transfer of shares will result in a change in the present voting control of the Lessee by the person or persons owning a majority of said corporate shares on the date of this Lease, shall constitute an assignment and be subject to the conditions of this Section 18.1. Notwithstanding the foregoing, after completion of the Golf Course Improvements and the Premises Improvements, and payment of all Rent owing as of the effective date of the assignment, Lessee shall be released from any and all further liabilities under this Lease from and after the effective date of an assignment of this Lease to either: (i) an assignee entity, that is not a so called "special purpose entity," which (on its own or with its guarantor) has a current net worth and net tangible assets at the time of the assignment, determined according to generally accepted accounting principles consistently applied, of not less than Ten Million Dollars ($10,000,000.00) in Constant Dollars as defined in Section 8, or (ii) an approved assignee entity (as provided above), that is a so called "special purpose entity," which is able to demonstrate to Lessor's reasonable satisfaction the 27 US Active\113418245\V-2 prospective financial ability and fiscal resources (which may include, but shall not be limited to, the cash flow from the business operations conducted or to be conducted on the Premises) to fulfill the monetary obligations of Lessee under this Lease; so long as the assignee also has significant experience in operating a commercial driving range and restaurant. Lessee's release from liability pursuant to subsection (ii) of this Section 18.2.4 (i) shall be effective only if Lessee provides Lessor within thirty (30) days of request therefor a copy of the assignment and reasonable evidence of the assignee's qualifications hereunder (and Lessor shall have sixty (60) days thereafter to review such evidence and render a reasonable determination in writing to the Lessee); and 18.1.5. Provided that Lessee, within sixty (60) days following final execution of any sublease or other occupancy agreement for the Premises, provides Lessor with a copy of such sublease or occupancy agreement certified by Lessee to be a true and correct copy thereof, and further provided that Lessee does not thereafter amend such sublease or occupancy agreement without providing to Lessor a similar certification within sixty (60) days following final execution thereof along with a copy of the sublease or occupancy agreement as amended as well as such other and further documentation that is reasonable and necessary to adequately review the financial strength and experience of the proposed sublessee, Lessor shall have sixty (60) days to provide written notice to Lessee of its approval or rejection of such sublease or other occupancy agreement. If Lessor approves of such subtenant or other occupancy agreement, within sixty (60) days following Lessee's written request therefor, Lessor shall execute such other documents or instruments as may be reasonably requested by any subtenant or occupant of the Premises affirming and evidencing Lessor's recognition of the sublease or occupancy agreement in question as provided hereinabove so long as: (i) the term of the sublease, inclusive of renewal options, shall not exceed the Lease Term, (ii) the subtenant's permitted use is not in violation of Section 4 hereof, (iii) the subtenant certifies that the sublease is subject to the terms and provisions of this Lease with respect to such subtenant's or occupant's use and occupancy of the premises in question, and (iv) the subtenant agrees to execute as the successor in interest the Golf Course Management Agreement, as previously amended in accordance with this Lease. Notwithstanding the foregoing, the sublease of the Premises to Topgolf El Segundo shall prohibit the assignment of the Sublease by Topgolf El Segundo until the expiration of the Operating Period, except in connection with a "Permitted Topgolf Transfer" (as such term is hereinafter defined). Topgolf El Segundo shall have the right at any time to assign the Sublease without the consent of Lessor or Lessee to: (a) any business entity which may, as the result of a reorganization, merger, consolidation, or sale of assets succeed to substantially all of the business carried on by TGH, (b) any affiliate of TGH ("Affiliate" means any entity directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with TGH. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of TGH, whether through the ownership of voting securities, by contract or otherwise), (c) any entity which may, as a result of a reorganization, merger, consolidation or sale of assets, succeed to substantially all of the Topgolf business now carried on by TGH, and (d) any entity which acquires 50% or more of the issued and US Active\113418245\V-2 285 outstanding voting stock or ownership interests (or such lesser percentage as shall be sufficient to acquire voting control) of Topgolf El Segundo or of the corporation or other entity which controls Topgolf El Segundo. Each of the above (a) through (d) referred to herein is a "Permitted Tov2olf Transfer." Lessor hereby approves the sublease of the Premises to Topgolf El Segundo so long as such Sublease does not alter the terms or conditions of this Lease. Lessee represents and warrants that the sublease with Topgolf does not alter the terms of the Lease. Lessor also agrees that in the event that Lessor terminates this Lease as a result of any Event of Default by Lessee, it shall deliver written notice to Topgolf Guarantor and Topgolf of such termination and shall provide Topgolf with thirty (30) days in which to determine whether to enter into a lease of the Premises on the identical rental and other terms and conditions as this Lease (and Lessor shall afford Topgolf the opportunity to enter into such lease during such thirty (30) day period) which shall take effect immediately upon termination of this Lease; provided that (i) in connection with its execution and delivery of such lease, Topgolf Guarantor or Topgolf pays Lessor any unpaid Rent owing by Lessee to Lessor under this Lease (as determined without regard to any acceleration of or addition to any such Rents pursuant to Section 20.2.4 hereof) and cures any existing defaults that are capable of being cured by a person or entity other than the Lessee, and (ii) in the event that Lessee disputes any such termination of this Lease, and Lessor and/or Lessee bring legal action to determine its rights hereunder, Topgolf (and Operator) shall have the right to continue to occupy the Premises during the pendency of such legal action (provided they continue to pay Rent and other sums to Lessor as they become due hereunder, as determined without regard to any acceleration or addition to Rents pursuant to Section 20.2.4 hereof) and Lessor shall provide Topgolf Guarantor or Topgolf, as applicable, the right to enter into the new lease as described above during the thirty (30) day period after a court of competent jurisdiction determines that this Lease has terminated or Lessee agrees or otherwise concedes that this Lease has terminated. 18.2 If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 USC § 101, et seq. (the "Bankruptcy Code"), any and all monies or other consideration payable or otherwise to be delivered to Lessor shall (subject to the Bankruptcy Code) be and remain the exclusive property of Lessor and shall not constitute property of Lessee within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Lessor's property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid or delivered to Lessor. Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to assume all of the obligations arising under this Lease. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption. No assignment of this Lease pursuant to the Bankruptcy Code shall have any effect upon the sublease of the Premises to Topgolf El Segundo which shall continue to be valid and binding upon the assignee as Lessee hereunder so long as all past and current defaults of Lessee have been cured to the extent they are capable of being cured by a person or entity other than Lessee. 18.3 The exercise of any right or other action under this Section 18 shall not diminish or alter the obligations of Topgolf Guarantor under its guaranty. Section 19. Lessor Default; Remedies 29 US Active\113418245\V-2 i • 19.1 If Lessor, whether by action or inaction, is in default of any of its obligations under this Lease and such default continues and is not remedied within thirty (30) days after Lessee has given Lessor written notice of the same (or, in the case of a default that can be cured but not within such period of thirty (30) days, if Lessor has not: (i) commenced curing such default within such thirty (30) day period, (ii) notified Lessee within such thirty (30) day period of Lessor's intention to cure the default, and (iii) continuously and diligently completed the cure of the default), except as otherwise expressly set forth in this Lease Lessee shall be entitled to pursue any right or remedy available to Lessee under this Lease, at law or in equity, including, without limitation: (a) the right to specific performance, and (b) the right to cure such default and deduct the cost of curing such default from the Rent payable under this Lease. 19.2 No failure by Lessee to insist on the strict performance of any agreement, term, covenant, or condition of this Lease or to exercise any right or remedy consequent on a breach, and no payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant, or condition. No agreement, term, covenant, or condition to be performed or complied with by Lessor, and no breach by Lessor, shall be waived, altered, or modified, except by a written instrument executed by Lessee. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant, and condition of this Lease shall continue in full force and effect with respect to any other then -existing or subsequent breach. 19.3 Each right and remedy provided for in this Lease in favor of Lessee shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Lessee of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, shall not preclude the simultaneous or later exercise by the party in question of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. Section 20. Lessee Default; Remedies 20.1 The occurrence of any one or more of the following shall constitute a breach of this Lease by Lessee and an "Event of Default": 20.1.1. If Lessee defaults in the payment of Rent or any other payment due and payable by Lessee or the provision of insurance, and such default continues for ten (10) days after Lessor has given Lessee a written notice specifying the same; or 20.1.2. If Lessee, whether by action or inaction, is in default of any of its obligations under this Lease (other than a default in the payment of Rent or the provision of insurance by Lessee) and such default continues and is not remedied within thirty (30) days after Lessor has given Lessee a written notice specifying the same, or, in the case of a default that can be cured but not within a period of thirty (30) days, if Lessee has not: (i) commenced curing such default within such thirty (30) day period, (ii) notified Lessor of Lessee's intention to cure the default, and (iii) continuously and diligently completed the cure of the default, not to exceed five (5) months with respect to a failure to comply with the Continuous Operation Requirement. For purposes of 30 US Active\113418245\V-2 287 this provision, except for the Continuous Operation Requirement, the filing of and diligent prosecution of successful litigation by Lessee against any sublessee to effect such cure (including any such litigation to gain possession of the Premises from Topgolf or its successor) shall constitute commencement of and continuous and diligent completion of cure of default so long as Rent is paid when due hereunder. 20.2 On the occurrence of an Event of Default and subject to Lessor's obligations as provided under this Lease and under California law to mitigate Lessor's damages, Lessor shall be entitled to pursue any right or remedy available to Lessor under this Lease, at law or in equity, including, without limitation: (a) the right to specific performance, and (b) any one or more of the remedies set forth in this section or any other remedy specifically set forth in this Lease. 20.2.1. Subject to Section 20.2.3, Lessor or Lessor's agents and employees may immediately, or at any time thereafter, reenter the Premises either by summary eviction proceedings or by any available action or proceeding at law or equity, without being liable to indictment, prosecution, or damages (except for any damages caused by their negligence or willful misconduct), and may repossess the same, and may remove any person from the Premises, to the end that Lessor may have, hold, and enjoy the Premises. 20.2.2. Lessor may relet the whole or any part of the Premises from time to time, either in the name of Lessor or otherwise, to such lessees, for such terms ending before, on, or after the termination of the Lease 20.2.3. Whether or not Lessor retakes possession or relets the Premises, Lessor has the right to recover its damages, including, without limitation, all lost rentals, all reasonable costs incurred by Lessor in restoring the Premises or otherwise preparing the Premises for reletting, and all reasonable costs incurred by Lessor in reletting the Premises. 20.2.4. To the extent permitted under California law: (i) Lessor may sue periodically for damages as they accrue without barring a later action for further damages; and (ii) Lessor may, in one action, recover accrued damages plus damages attributable to the remaining Lease Term equal to the difference between the Rent reserved in this Lease for the balance of the Lease Term after the time of award, and the fair rental value of the Premises for the same period, discounted at the time of award at a reasonable rate not to exceed twelve percent (12%) per annum. To avoid a multiplicity of actions, Lessor may obtain a decree of specific performance requiring Lessee to pay the damages stated in Sections 20.2.3 and 20.2.4 as they accrue. 20.2.5. Termination of this Lease shall not constitute a waiver of Lessor's other remedies nor an election of remedies. 20.3 No failure by Lessor to insist on the strict performance of any agreement, term, covenant, or condition of this Lease or to exercise any right or remedy consequent on a breach, and no acceptance of full or partial Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such agreement, term, covenant, or condition. No agreement, term, covenant, or condition to be performed or complied with by Lessee, and no breach by Lessee, shall be waived, altered, or modified, except by a written instrument executed by Lessor. No waiver of any breach shall affect or alter this Lease, but each and every agreement, term, covenant, 31 US Active\113418245\V-2 and condition of this Lease shall continue in full force and effect with respect to any other then - existing or subsequent breach. 20.4 Each right and remedy provided for in this Lease in favor of Lessor shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, and the exercise or beginning of the exercise by Lessor of any one or more of the rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise, shall not preclude the simultaneous or later exercise by the party in question of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise. 20.5 In the event of any default by Lessee under this Lease, Topgolf shall have the same concurrent period as Lessee has to remedy or cause to be remedied or commence to remedy and complete the remedy of the default complained of for such default, and Lessor shall accept such performance by or at the instigation of Topgolf as if the same had been done by Lessee. Each notice of monetary default given by Lessor will state the amounts of whatever Rent or other payments are then claimed to be in default. Nothing herein shall require Topgolf to cure any Event of Default. No such cure shall constitute an assumption of any liability by Topgolf (unless Topgolf assumes this Lease or enters into a new lease with Lessor as provided in this Lease with respect to a Lease termination, in their respective sole discretion) unless a liability arises directly from an obligation of Topgolf hereunder or a negligent or wrongful act of Topgolf in which event Topgolf shall have the obligation to defend and indemnify the Lessor consistent with the Lessee's obligation to defend and indemnify Lessor, nor prejudice the right of Topgolf and/or Lessee to later contest or continue to contest the validity of the claim of the Event of Default. Section 21. No Abatement of Rent; Encroachments 21.1 Except as otherwise specifically provided in this Lease, no abatement, refund, diminution, or reduction of Rent or other compensation shall be claimed by or allowed to Lessee, or any person claiming under it. 21.2 Unless directly or indirectly caused by or on behalf of Lessor, if any adjoining building or structure encroaches on the Premises, no claim, demand, or objection of any kind shall be made by Lessee against Lessor by reason of such encroachments and no claim for abatement of Rent due under this Lease shall be made by reason of such encroachments or acts of, or in connection with, removal of the encroachments. The rights, liabilities, and obligations of the parties shall be the same as if there were no encroachments. In any related legal proceedings, the Premises may properly and without prejudice be described according to the description previously used without reference to any such encroachments. Lessor agrees to fully cooperate at Lessee's expense with Lessee in any proceedings sought by Lessee to remove such encroachments. Section 22. Leasehold Mortgages 22.1 Lessee shall have the right, in addition to any other rights granted and without any requirement to obtain Lessor's consent, to mortgage or grant a security interest in Lessee's interest in this Lease and the Premises and the Premises Improvements and any subleases, under one or 32 US Active\113418245\V-2 M more leasehold mortgages or pursuant to a sale-leaseback financing arrangement to one or more "Lending Institutions" (as defined in Section 22.2), and/or under one or more purchase -money leasehold mortgages, and to assign this Lease and any subleases as collateral security for such leasehold mortgages or pursuant to the sale-leaseback financing arrangement, on the condition that all rights acquired under such leasehold mortgages or pursuant to the sale-leaseback financing arrangement shall be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease and to all rights and interests of Lessor, none of which covenants, conditions, restrictions, rights, or interests is or shall be waived by Lessor by reason of the right given to mortgage or grant a security interest in Lessee's interest in this Lease and the Premises and the Premises Improvements, except as expressly provided otherwise in this Lease. 22.2 Any mortgage or sale-leaseback financing arrangement made pursuant to this section is referred to as a "Permitted Leasehold Mortgage," and the holder of or secured party under a Permitted Leasehold Mortgage is referred to as a "Permitted Leasehold Mortgagee." The Permitted Leasehold Mortgage that is prior in lien or interest among those in effect is referred to as the "First Leasehold Mortgage," and the holder of or secured party under the First Leasehold Mortgage is referred to as the "First Leasehold Mortgagee." For the purposes of any rights created under this section, any so-called wraparound lender shall be considered a First Leasehold Mortgagee. If a First Leasehold Mortgage and a Permitted Leasehold Mortgage that is second in priority in lien or interest among those in effect are both held by the same Permitted Leasehold Mortgagee, the two Permitted Leasehold Mortgages are collectively referred to as the "First Leasehold Mortgage." A Permitted Leasehold Mortgage includes, without limitation, mortgages and trust deeds as well as financing statements, security agreements, sale-leaseback instrumentation, and other documentation that the lender may require. The words "Lending Institution," as used in this Lease, mean any commercial, national, or savings bank, savings and loan association, trust company, pension trust, foundation, or insurance company, and any other entity, person, corporation or partnership making a loan on the security of Lessee's interest in this Lease or all or any part of the Premises Improvements. 22.3 If a Permitted Leasehold Mortgagee sends to Lessor written notice specifying the name and address of the Permitted Leasehold Mortgagee, then provided this Lease is still in effect and as long as such Permitted Leasehold Mortgage remains unsatisfied of record or until written notice of satisfaction is given by the holder to Lessor, the following provisions shall apply (in respect of such Permitted Leasehold Mortgage and of any other Permitted Leasehold Mortgages): 22.3.1. There shall be no amendment, or modification, except those explicitly contemplated by this Lease, of this Lease without in each case the prior consent in writing of the Permitted Leasehold Mortgagee and the subtenant under the Sublease. Nor shall any merger result from the acquisition by, or devolution on, any one entity of the fee and the leasehold estates in the Premises. 22.3.2. Lessor shall, upon delivering Lessee any notice, whether of default or any other matter, simultaneously deliver a copy of such notice to the Permitted Leasehold Mortgagee, and no such notice to Lessee shall be deemed delivered unless a copy is so delivered to the Permitted Leasehold Mortgagee in the manner provided in this Lease for giving notices. 33 US Active\113418245\V-2 290 22.3.3. In the event of any default by Lessee under this Lease, each Permitted Leasehold Mortgagee shall have the same concurrent period as Lessee has to remedy or cause to be remedied or commence to remedy and complete the remedy of the default complained of for such default, and Lessor shall accept such performance by or at the instigation of such Permitted Leasehold Mortgagee as if the same had been done by Lessee. Each notice of monetary default given by Lessor will state the amounts of whatever Rent or other payments are then claimed to be in default. Nothing herein shall require any Permitted Leasehold Mortgagee to cure any Event of Default. No such cure shall constitute an assumption of any liability by such Permitted Leasehold Mortgagee (unless the Permitted Leasehold Mortgagee assumes this Lease or enters into a new lease with Lessor in their respective sole discretion) unless a liability arises directly from a negligent or wrongful act of the Permitted Leasehold Mortgagee and in such a case the Permitted Leasehold Mortgagee shall have the obligation to defend and indemnify the Lessor consistent with the Lessee's obligation to defend and indemnify Lessor, nor prejudice the right of such Permitted Leasehold Mortgagee and/or Lessee to later contest or continue to contest the validity of the claim of the Event of Default. 22.3.4. Lessor agrees that the name of the Permitted Leasehold Mortgagee may be added to the "Loss Payable Endorsement" of any and all insurance policies required to be carried by Lessee. 22.3.5. Except as otherwise explicitly provided in this Lease, no liability for the payment of Rent or the performance of any of Lessee's covenants and agreements shall attach to or be imposed on the Permitted Leasehold Mortgagee (other than any obligations expressly assumed by the Permitted Leasehold Mortgagee), all such liability (other than any obligations expressly assumed by the Permitted Leasehold Mortgagee) being expressly waived by Lessor. 22.3.6. Lessor, within thirty (30) days after a request in writing by Lessee or any Permitted Leasehold Mortgagee, shall furnish a written statement, duly acknowledged, that this Lease is in full force and effect and unamended, or if there are any amendments, such statement will specify the amendments, and that there are no defaults by Lessee that are known to Lessor, or if there are any known defaults, such statement shall specify the defaults Lessor claims exist. 22.3.7. Intentionally Omitted 22.3.8. Attornment Lessor, on request, shall execute, acknowledge, and deliver to each Permitted Leasehold Mortgagee an agreement prepared at the sole cost and expense of Lessee, in form satisfactory to the Permitted Leasehold Mortgagee and Lessor, among Lessor, Lessee, and the Permitted Leasehold Mortgagee, agreeing to all the provisions of this section. Lessor shall attorn to any Permitted Leasehold Mortgagee or any other person who becomes Lessee by, through, or under a Permitted Leasehold Mortgage, to the extent such is consistent with Section 18.1.5 and as long as (i) all Rent and other monetary payments due under this Lease have been made; and (ii) the Permitted Leasehold Mortgage has sufficient net worth, subject to the reasonable approval of the Lessor, to operate the driving range and restaurant on the Premises. 34 US Active\113418245\V-2 291 22.3.9. Lessor shall at no time be required to subordinate its interest in the Premises to the lien of any leasehold mortgage, including any Permitted Leasehold Mortgage, nor to mortgage its fee simple interest in the Premises as collateral or additional security for any leasehold mortgage, including any Permitted Leasehold Mortgage. 22.3.10. If following completion of the Golf Course Improvements and the Premises Improvements Lessee is declared bankrupt or insolvent and this Lease is thereafter lawfully canceled or rejected, Lessor shall to the extent permitted by law promptly execute a new lease with Topgolf El Segundo under the identical terms and conditions as this Lease, provided (i) all Rent and other monetary payments due under this Lease have been made; (ii) all defaults that are capable of being cured by a person or entity other than the Lessee have been cured, and (ii) the replacement lessee or a guarantor of its obligations hereunder has a net worth of at least $10,000,000.00. 22.3.11. If Lessor declares bankruptcy and Lessor's bankruptcy trustee rejects this Lease when there is a Permitted Leasehold Mortgagee, Lessee's right to elect to terminate this Lease or to retain its rights pursuant to 11 USC § 365(h)(1) shall be exercised by the Permitted Leasehold Mortgagee and in the event of any such termination Topgolf El Segundo shall have the right to enter into a substitute lease in accordance with Section 18.1.5 hereof) so long as all of Lessee's past and current defaults have been cured to the extent they are capable of being cured by a person or entity other than Lessee. 22.3.12. No filing of bankruptcy by Lessee, a sublessee, assignee, or Permitted Leasehold Mortgagee or any other party, other than Lessor, under, subject to or otherwise having rights or obligations under or through this Lease, shall relieve the Topgolf Guarantor of its obligations. Section 23. Lessor's Right to Encumber Lessor, during the Lease Term, may encumber or mortgage its fee simple interest in the Premises so long as Lessee has reasonably consented, which consent shall be promptly granted if each of the following conditions have been satisfied: (i) Lessee has received thirty (30) days prior written notice of any such encumbrance, (ii) the holder of any such encumbrance executes with Lessee a mutually agreeable nondisturbance and attornment agreement, and (iii) at no time shall the aggregate amount of all such encumbrances of Lessor's fee simple interest in the Premises exceed a seventy percent (70%) loan to value ratio (using the land value only without Premises Improvements). Except as explicitly provided above, Lessor covenants and agrees that Lessor shall not permit any liens to attach to the Premises that are created by, through or under Lessor. If any such liens do attach to the Premises, Lessor shall immediately pay off such liens; provided that if any such liens are not paid off by Lessor within thirty (30) days of the date that Lessor receives written notice from Lessee that such liens are recorded against the Premises and a demand that they be removed, Lessee may, at its option, pay off such liens and deduct the payment from Fixed Rent. Section 24. Nonmerger 35 US Active\113418245\V-2 292 There shall be no merger of this Lease, or of the leasehold estate created by this Lease, with the fee estate in the Premises by reason of the fact that this Lease, the leasehold estate created by this Lease, or any interest in this Lease or in any such leasehold estate, may be held, directly or indirectly, by or for the account of any person who shall own the fee estate in the Premises or any interest in such fee estate, and no such merger shall occur, unless and until all persons at the time having an interest in the fee estate in the Premises and all persons having an interest in this Lease, or in the leasehold estate created by this Lease, shall join in a written instrument effecting such merger and shall duly record the same. Section 25. Quiet Enjoyment Lessee, on paying the Rent and observing and keeping all covenants, agreements, and conditions of this Lease on its part to be kept, shall quietly have and enjoy the Premises during the Lease Term without hindrance or molestation by anyone claiming by, through, or under Lessor as such, subject, however, to the exceptions, reservations, and conditions of this Lease. Section 26. Surrender 26.1 Except as otherwise provided, Lessee, on the last day of the Lease Term or upon any earlier termination, shall surrender and deliver up the Premises and any Premises Improvements to the possession and use of Lessor, free and clear of all liens and encumbrances other than those, if any, existing on the Premises Turnover Date or created or consented to in writing by Lessor that Lessor expressly agreed would remain following termination of this Lease, without any payment or allowance whatsoever by Lessor on account of any Premises Improvements on the Premises, and in a broom clean as -is condition and with the Premises in its then condition being capable of being operated as a driving range generally consistent with the operation of the driving range in existence as of the Premises Turnover Date (a "Driving Range"). Subject to the preceding and Lessee's other obligations under this Lease: 26.2 When furnished by or at the expense of Lessee, fixtures, and equipment may be removed by Lessee at or before this Lease terminates (such items not being subject to any landlord's lien). For purposes hereof, Lessee's fixtures and equipment include the outfield target equipment, golf balls, any proprietary technology in the golf ball dispensers and touch screens, and other proprietary or related technology equipment. Notwithstanding the foregoing, Lessee shall ensure that the Premises are capable of being operated as a Driving Range upon any termination and Rent shall be due and payable until Driving Range is operational. 26.3 Any personal property of Lessee that shall remain on the Premises after the termination of this Lease and the removal of Lessee from the Premises may, at the option of Lessor, be deemed to have been abandoned by Lessee, and may either be retained by Lessor as its property or be disposed of, without accountability, in such manner as Lessor may see fit, or if Lessor gives written notice to Lessee to such effect, such personal property shall be removed by Lessee at Lessee's sole cost and expense. If this Lease terminates early for any reason other than the default of Lessee, then, anything to the contrary notwithstanding, Lessee shall have ninety (90) days thereafter to remove its personal property and Lessee shall be responsible for paying all Rent and other costs required hereunder until the Premises are delivered to the Lessor. 36 US Active\113418245\V-2 293 26.4 Lessor shall not be responsible for any loss or damage occurring to any property owned by Lessee unless such loss or damage is caused by Lessor's negligence or willful misconduct, or that of its agents, employees or contractors. 26.5 If, with the written consent of Lessor, Lessee fails to vacate the Premises after the expiration of the Lease Term, or any earlier termination hereof, Lessee shall become a tenant from month to month upon the terms of this Lease; provided, however, that Rent shall be adjusted beginning on the first day after the expiration or earlier termination to be one hundred ten percent (110%) of the Rent then in effect under this Lease. 26.6 Notwithstanding anything contained herein to the contrary, Lessee shall be liable to Lessor for any and all actual and direct damages caused by its failure to vacate the Premises after the expiration or any earlier termination of this Lease hereof, but not including incidental and consequential damages to Lessor. Lessee shall pay such damages within thirty (30) days of demand. Lessee shall not be subject to the preceding liability to the extent that Lessor has elected to allow Lessee to continue as a month-to-month tenant beyond the expiration or earlier termination of this Lease. 26.7 The provisions of this Section 26 shall survive any termination of this Lease. Section 27. Invalidity of Particular Provisions If any term or provision of this Lease or the application of the Lease to any person or circumstances is, to any extent, invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Section 28. No Representations Lessee acknowledges that it has examined the Premises and that no representations as to the condition of the Premises or as to any other matters have been made by Lessor or any agent or person acting for Lessor except as expressly provided in this Lease. Section 29. Estoppel Certificate Either party, within twenty (20) days after a request from time to time made by the other party and without charge, shall give a certification in writing to any person, firm, or corporation reasonably specified by the requesting party stating: (i) that this Lease is then in full force and effect and unmodified, or if modified, stating the modifications; (ii) that Lessee is not in default in the payment of Rent to Lessor, or if in default, stating such default; (iii) that as far as the maker of the certificate knows, neither party is in default in the performance or observance of any other covenant or condition to be performed or observed under this Lease, or if either party is in default, stating such default; (iv) that as far as the maker (if Lessor) of the certificate knows, no event has occurred that authorized, or with the lapse of time will authorize, Lessee to terminate this Lease, or if such event has occurred, stating such event; (v) that as far as the maker of the certificate knows, neither party has any offsets, counterclaims, or defenses, or, if so, stating them; (vi) the 37 US Active\113418245\V-2 294 dates to which Rent have been paid; and (vii) any other matters that may be reasonably requested by the requesting party. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises or encumbrancer of the interest of Lessee hereunder. A party's failure to deliver such statement within such time shall be conclusive upon such party: (a) that this Lease is in full force and effect without modification, except as may be represented by the party requesting the certificate, and (b) that there are no uncured defaults in such requesting party's performance. Section 30. Force Majeure If the performance by either of the parties of their respective obligations under this Lease (excluding Rent or other monetary obligations) is delayed, or prevented in whole or in part by any acts of God, fire or other casualty, floods, storms or other natural disasters, explosions, accidents, epidemics, war, civil disorders, labor strikes, shortage or failure of supply of materials, labor, fuel, power, equipment, supplies or transportation, third party legal challenges, actions taken by governmental agencies, that could not have been reasonably anticipated by and timely resolved by a party("Force Majeure"), the party's obligation to perform shall be delayed for a time period equivalent to the Force Majeure (excluding any monetary obligation). Notwithstanding the foregoing, in no event shall an event of Force Majeure extend the Due Diligence Period (except in the case of certain third party challenges to Required Project Entitlements as more particularly described in Section 5.1). Section 31. Notices 31.1 Any notice required or permitted by the terms of this Lease shall be in writing and shall be deemed given: (i) when delivered personally to an officer or other authorized representative of the party to be notified, or (ii) after deposit in the United States mail as certified mail, postage prepaid, return -receipt requested, or (iii) sent by reputable overnight courier, and addressed as follows: If to Lessor: The City of El Segundo 350 Main Street El Segundo, CA 90245-4635 Attention: City Clerk With a copy (which shall not constitute notice) to: The City of El Segundo 350 Main Street El Segundo, CA 90245-4635 Attention: City Manager If to Lessee And/or Topgolf Guarantor: US Active\113418245\V-2 295 TopGolf USA El Segundo, LLC 8750 N. Central Expressway, Suite 1200 Dallas, Texas 75231 Attn: Legal Department With a copy (which shall not constitute notice) to: Dentons US LLP 2000 McKinney Avenue, Suite 1900 Dallas, Texas 75201 Attn: Donald A. Hammett, Jr. Or such other addresses as may be designated by either party by written notice to the other. Notwithstanding anything in this section to the contrary, any notice sent or mailed to the last designated address of any person or party to which a notice may be or is required to be delivered pursuant to this Lease or this section, shall not be deemed ineffective if actual delivery cannot be made due to a change of address of the person or party to which the notice is directed or if such notice is rejected by such party. Section 32. Venue 32.1 The venue for any claim, controversy, or dispute between the parties arising out of or relating to this Lease, or to the interpretation or breach thereof, shall be the Los Angeles Superior Court. The parties may, but are not required to, engage in mediation prior to the initiation of any litigation. Section 33. Entire Agreement This Lease contains the entire agreement between the parties and, except as otherwise provided, can be changed, modified, amended, or terminated only by an instrument in writing executed by the parties. It is mutually acknowledged and agreed by Lessee and Lessor that there are no verbal agreements, representations, warranties, or other understandings affecting this Lease. This Agreement was negotiated by and jointly drafted by the parties and the language contained herein shall not be construed against either party hereto based upon any presumption or evidence that particular language was drafted by one of the parties hereto. All Exhibits referenced in the Lease and attached hereto are incorporated into and are considered a part of this Lease. Section 34. Applicable Law This Lease shall be governed by, and construed in accordance with, the laws of the state of California. Section 35. License Agreement Lessor represents and warrants to Lessee that as of the date of this Lease, there are no uncured defaults under the License Agreement and, to Lessor's knowledge, no events have 39 US Active\113418245\V-2 296 occurred, which with the giving of notice or the passage of time could become a default under the License Agreement. Lessor and Lessee agree not to take any action that would result in the termination of the License Agreement or to modify the License Agreement without both parties written consent. Lessor and Lessee agree to perform all of their respective obligations under the License Agreement in a timely manner so as not to cause the termination of the License Agreement. If Lessor or Lessee receives a notice of default from Licensor, then the party receiving the notice shall promptly give notice of the default to other party, which notice shall include a copy of any such notice of default that is so given or received. In the event of a default by Lessor or Lessee under the License Agreement, both parties shall have the right, but not the obligation, to cure the default of the other party by giving notice thereof to the other party, and any reasonable costs incurred by non -defaulting party in curing such default shall be borne by the defaulting party. Section 36. Late Charge Lessee acknowledges that late payment by Lessee to Lessor of any Rent or other payments due hereunder will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs may include, without limitation, processing and accounting charges and late charges which may be imposed on Lessor. Accordingly, if any Rent payment is not received by Lessor within ten (10) days after receipt by Lessee of notice from Lessor that such Fixed Rent is past due, Lessee shall pay to Lessor a late charge equal to four percent (4%) of the unpaid Fixed Rent (the "Late Charge"). The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs incurred by Lessor by reason of the late payment by Lessee. Acceptance of any Late Charge by Lessor shall, in no event, constitute a waiver of Lessee's default with respect to the overdue amount in question, nor prevent Lessor from exercising any of the other rights and remedies granted hereunder. Section 37. Nonwaiver No provision of this Lease shall be deemed to have been waived by Lessor or Lessee, unless such waiver is in writing signed by Lessor or Lessee, as applicable. Waiver of a breach of any term or condition of this Lease shall not be deemed a waiver of any subsequent breach. Acceptance of any Rent or other payments shall not be deemed a waiver of such breach. Section 38. Brokerage Lessor and Lessee represent to each other that they have not employed any brokers in negotiating and consummating the transaction set forth in this Lease, but have negotiated directly with each other. Lessor represents and warrants to Lessee, and Lessee represents and warrants to Lessor, that no broker or finder has been engaged by it, respectively, in connection with this Lease. In the event of any claims for brokers' or finders' fees or commissions in connection with the negotiation, execution, or consummation of this Lease, then Lessee shall indemnify, hold harmless, and defend Lessor from and against such claims if they shall be based on any statement or M US Active\113418245\V-2 297 representation or agreement made by Lessee, and Lessor shall indemnify, hold harmless, and defend Lessee if such claims shall be based on any statement, representation, or agreement made by Lessor. Section 39. Miscellaneous Provisions 39.1 Lessee shall have the right in its sole and absolute discretion to obtain, at its cost, a lot line adjustment approval, as part of the Required Project Entitlements process which comprise the Conditions Precedent, to reconfigure the lots currently comprising the Premises to a reconfiguration reasonably agreed upon with Lessor. As part of or separate from this process, Lessor and Lessee shall reasonably cooperate with each other in their efforts to subdivide the Premises. 39.2 Except as expressly set forth in this Lease, Lessee shall have the right to choose the name of the project in its sole and absolute discretion. Section 40. Covenants to Bind and Benefit Parties Subject to the limitations set forth in Section 18, the covenants and agreements contained in this Lease shall bind and inure to the benefit of Lessor, its successors and assigns, and Lessee, its successors and assigns. Section 41. Captions and Table of Contents 41.1 The captions of this Lease are for convenience and reference only, and in no way define, limit, or describe the scope or intent of this Lease or in any way affect this Lease. 41.2 The table of contents preceding this Lease but under the same cover is for the purpose of convenience and reference only, and is not to be deemed or construed in any way as part of this Lease, nor as supplemental or amendatory. Section 42. Hazardous Materials The term "Hazardous Substances" shall mean and refer to the following: petroleum products and fractions thereof, asbestos, asbestos containing materials, urea formaldehyde, polychlorinated biphenyls, radioactive materials and all other dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials, substances and wastes listed or identified in, or regulated by, any Environmental Law. The term "Environmental Laws" shall mean and refer to the following: all federal, state, county, municipal, local and other statutes, laws, ordinances and regulations which relate to or deal with human health or the environment, all as may be amended from time to time. The term "Release" shall mean and refer to any spilling, leaking, pumping, pouring, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, including the abandonment or discarding of barrels, drums, containers, tanks, or other receptacles containing or previously containing any Hazardous Substance. Section 43. Audit 41 US Active\113418245\V-2 Lessor shall have the right no more than once annually, to conduct an audit of the Gross Receipts for the immediately preceding calendar year or prior two years with a qualified Certified Public Account. The audit shall be conducted with at least ninety (90) days prior notice to Lessee and during regular business hours at Lessee's or Topgolf's corporate office, solely for the purpose of determining the accuracy of the Variable Rent calculations and payments for the preceding calendar year or prior two years. Any such audit shall not unreasonably interfere with Lessee's business operations. Any such audit by Lessor shall be at Lessor's own expense. If such audit reveals that the Lessor was underpaid by three percent (3%) or more for the audited period, Lessee shall pay Lessor the reasonable cost of the audit together with the amount of the underpayment plus a four percent (4%) penalty on the amount of the underpayment within thirty days of being presented with a copy of the audit from the Lessor. Except as required by law, Lessor agrees not to divulge to any person or persons, firm or corporation, the amount of Gross Receipts made from the Premises except to the taxing authorities and to the extent necessary, Lessor's attorneys, accountants (and other professional advisors), provided that the public disclosure of the amount of Variable Rent paid by Lessee shall not be a violation of this provision. If the City receives a request for such information it shall immediately notify Lessee of such request and if the City determines the information requested is a matter of public record then the City shall immediately notify the Lessee in writing of such determination and deliver to Lessee copies of all correspondence received by City relating to such request. If Lessee provides written notification to the City within five (5) business days that it disagrees with the City's determination, then the City shall not release the information and in the event there is litigation filed against the City for not releasing the information then the City shall immediately notify Lessee in writing of such litigation, and deliver to Lessee copies of all pleadings, and the Lessee shall be responsible for paying all of the City's reasonable legal fees and costs as well as monetary award, including legal fees and costs, that a court of competent of jurisdiction awards to the plaintiff or petitioner, provided that any counsel selected by the City must be acceptable to Lessee and be independent counsel free of any conflict of interest. In the alternative, Lessee shall have the right to retain its own counsel and upon written notice to the City, take over the litigation, provided that any counsel selected by Lessee must be acceptable to the City and be independent counsel free of any conflict of interest. In the event of any litigation with respect to this matter each party shall reasonably cooperate with the other party, without cost, expense or liability (other than de minimis costs) with respect to any such request for information and/or litigation. Section 44. Counterparts This Lease may be executed in any number of counterparts and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one Lease. Section 45. Consent and Approval Rights Except as otherwise expressly set forth in this Lease or provided by law, references in this Lease to "consent," "approval," "acceptable," and "satisfactory" shall not be interpreted as justifying arbitrary rejection but shall imply a good faith, reasonable application of judgment taking into consideration customary leasing practice and commercial custom. Section 46. Prevailing Wages 42 US Active\113418245\V-2 299 Lessee shall pay prevailing wages as defined by the California Labor Code and applicable regulations for all the Golf Course Improvements and the Premises Improvements and other work performed on the Property. Lessee shall provide to Lessor all records required by state law, including but not limited to the California Labor Code and applicable regulations, to prove that prevailing wages are being paid, including without limitation maintaining and providing weekly certified payroll records to the Lessor evidencing that Lessee paid prevailing wage for all of the Premises Improvements and Golf Course Improvements and other work performed on the Property. Section 47. Golf Course During such times that the Golf Course is not required to be managed by the Lessee or its agent or a sublessee or its agent, Lessor shall maintain or cause to be maintained the appearance of the Golf Course in accordance with the same standards that it is maintained as of the execution of this Lease. In the event that the Lessor changes, or permits a change in, the use of the Golf Course, the Lessor shall maintain the appearance of the property that comprises the Golf course in a clean and aesthetically reasonable manner. The Lessee's sole remedy for a breach of this Section shall be specific performance. In addition, in the event that all or any portion of the Golf Course is used for business of a sexually oriented nature, such as a strip club or adult novelty store, then in such event Fixed Rent shall be reduced by fifty percent (50%) for as long as such use continues on the Golf Course. Section 48. Business License Taxes Lessee hereby waives and agrees it shall have no right to offset the amount of business license taxes owed to the City pursuant to El Segundo Municipal Code Chapters 3 or 4 based upon sales tax the City receives from operations occurring on the Premises during the term of this Lease, and any such applicable sales tax credits are hereby waived. IN WITNESS WHEREOF, Lessee and Lessor have caused this Lease to be executed by their duly authorized representatives. Lessor: THE CITY OF EL SEGUNDO, a general law City and Municipal corporation By: Name: Attest: Tracy Weaver, City Clerk Approved as Form: Mark D. Hensley, City Attorney 43 US Active\113418245\V-2 300 Lessee: ES CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL ASSOCIATES, LLC, a Delaware limited liability company By Print Name Print Title: Its Manager Topgolf El Segundo: TOPGOLF EL SEGUNDO, LLC, a Delaware limited liability company By Print Name Print Title: Its Manager FIV, US Active\113418245\V-2 301 Exhibit "A" — Legal Description Exhibit "A-1" — The Premises Exhibit "A-2"- The Golf Course Exhibit `B" — Site Plan Exhibit `B-1" — Preliminary Site Plan Exhibit "C" — License Agreement Exhibit "D" — Golf Course and Premises Improvements Exhibit "E" — Permitted Exceptions Exhibit "F" — Form of Memorandum of Lease Exhibit "G" — Prototype Facility Exhibit "H" — Form of Guaranty Exhibit "I" — RESERVED Exhibit "J" — Golf Course Operations Manual Exhibit "K" — RESERVED Exhibit "L" List of Litigation, Claims and Other Proceedings Exhibit "M" RESERVED 45 US Active\113418245\V-2 302 EXHIBIT "A" LEGAL DESCRIPTION 303 Exhibit "A" Legal Description PAACEL Is (41384I4.913) PARCEL k 4924-\JL PAR= 1, r—N THE CITY OF EL SEGUNDO, LN THE COUNTY OF LOS A—WOELES, STATE CP CALIFORNIA, AS SHOWN ON MAP NO, 17749, FILLED IN 69-0A.;Q? r.t O O INCISI'V'E OF PARCEL NWS, IN TM OFFICE OF THE COUNTY RECORDER OF SAM COUNTY. EXCEPT THAT PORTION OF SAID LAND DESCRIBED IN OR,ANT DEED RECORDED MARCH 12,1999 AS INITRLiiV1ENT NO. 1999-411881 OF OFFICIAL RECORDS, ALSO EXCEPTING AND RESERVING TO CHEVRON U,S,A. INC., A PENNSYLVANIA CORPORATION, ITS SUCCESSORS AND ASSIGNS, ALL OR„ GAS AND OTS HYI) tOCARBONS, NON -HYDROCARBON GASSES OR GASEOUS SUBSTANCES, ALL 0TH&R MINERALS OF WHATSOEVER NATURE, WITHOUT REGAL TO SD49 ARTY TO TBE AEOVE=MENTIONED SUBSTANCES, AND ALL SUBSTANCES THAT MAY BE PRODUCED TBEREWITH FROM THE PROPERTY, BY DEED RECORDED MAY 24, 1958 AS INSIMM.SNI N®, MULD99. OF OFFICIAL RECORDS. FARL B: A PANEL OF LAND BEING A PORTION OF PARCELS 7 AND 6 OF PARCEL MAP NO. 177501K THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER. MAP RECORDED IN BOOK 207.PAW` 64_ TO --U INCLUSIVE, OF PARCEL MA RECORDS FLED IN T'Iffl OFFICE OF TINE COUfNT'Y RECORDER OF SAID COUNTY AND DESCRIED AS FOLLOWS: BEGINNINGS AT THE MOST NORTH WEST CORNER OF SAID LOT 7; THENCE SOUTH 090 46' 55" EAST ALONG THE WESTERLY LINE OF SAID LOT 7 A DISTANCE OF 134.51 FEET; TFIENCE, NORTH 630 57'01" EAST A DISTANCE OF 2.02.06 FEET; THENCE, SOUTH 260 06'20" EAST A DISTANCE OF 1.00 FEET; 'THENCE, NORTH 63" 53'40" EAST A DISTANCE OF 607.71 FEET TO A ,POINT IN THE NORTH LM OF SAID LOT S, SAID POINT BES SOUTH 730 25' 25" EAST A, DISTANCE OF 27.04 FEET FROM THE MOST NORTH EAST COPMR OF SAID LOT 8; THENCE, SOUJT 4 73® 28'25" WEST ALONG TETE NORTHERLY LINE OF SAM LOTS 7 AND S A DISTANCE OF 752.69 FEET BACK TO TBE PAINT OF BEOINNING. EXCEPT ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AND ALL OTHER MINERALS WHETHER SIMILAR TO THOSE BEREINAEOVE SPECIFIED OR NOT, DEPOSITED OR CONTAINED IN, OR THAT MAY BE PRODUCED FROM 'THOSE FORMATIONS, ZONES OR HORIZONS LYING BELOW FIVE HUNDRED (500') FEET FROM TIB SURFACE OF THE ABOVE DESCRIBED REAL PROPERTY, TOGETHER WITH TINE SOLE AND EXCLUSIVE RIGHTS AND PRIVILEGES TO INJECT INTO ANY FORMATION, ZONE OR HORIZON LYING BELOW FIVE HUNDRED FEET (500') FROM TEE SURFACE OF SAID REAL 304 4924-)vo PROPERTY, ETHER WET OR. DRY !SAS, REGARDLESS OF WHERE THE SAS IS PRODUCBD, TO STORE THE SAME:r°IN, AND TO REMOVE OR WITI-IDRA'W TIE SAME THEREFROM .AT ANY TIME, OR FROM TIME TO TDdE, PROVIDED THAT SAID GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE ANY PJGHT OF ENTR'Y', AND SHALL NOT EN'T'ER OR UPON ANY PART OF THE SURFACE OF SAID REAL PROPERTY OR IN, UPON OR THROUGH ANY PORTION OF THE SUBSURFACE OF SAM RBAL PROPERTY WIRCH LIES WITHIN FIVE HUNDRED (500') FELT VERTICALLY FROM THE SURFACE OF SAID REAL PROPERTY; BUT SAID GRANTOR, ITS SUCCESSOR AND ASSIGNS SHALL HAVE TIM RIGHT, IN CONNECTION WITH THE FOREGOING RESERVATION AND EXCEPTING, TO PRODUCE, EXTRACT AND REMOVE SUCH OIL, OAS, ASPHALTUM AND OMR HYDROCARBON SUBSTANCES, AND OTHER MINERALS DEPOSITED OR CONTAINED IN OR THAT MAY BE PRODUCED FROM FORMATIONS, ZONES OR HORIZONS LYING BELOW FIVE BRED (500') FEET FROM THE SURFACE OF SAID REAL PROPERTY, BY MEANS OF W -STOCK, SLANT OR DMEC17ONAL DRILLING OR ANY OTHER UET,HOD OF PRODUCTION OR EXTRACTION CONDUCTED FROM, ON OR UPON ANY 0TIW—R REAL PROPERTY THAN THAT � MREINABOVE DyESCRME�D,,fAgSyRESERVED IN DEED RECORDED DEC ER 1, 1947 AS INSTRUMENT d RU6�'lE L, NO. 534, Of 4J"ICIAL �'r:.flJRDS, ALSO EXCEPT ALL OIL, OAS AND OTIMR HYDROCARBONS, NON -HYDROCARBON GASSES OR GASEOUS SUBSTANCES, ALL OTHER MINERALS OR WHATSOEVER NATURE, WITHOUT REGARD TO SIMILARITY TO THE ABS MENTTONED SUBSTANCES, AND ,ALL SUBSTANCES THAT MAYBE PRODUCED TBEREWITH FROM THE PROPERTY, AS RESERVED IN DEED RECORDED MAY 24, 1985 AS !NSMUMEIe1T NO, AN -UM, OF OFFICIAL RECORDS, ALSO EXCEPT THE SOLE AND EXCLUSIVE RICK' FROM TBE TO TME TO BORE, DRILL AND MAJNTAIN WELLS ANT) OTHER WORKS INTO OR THROUGH SAID PROPERTY AND THE ADJOINING STREETS, ROADS AND HIGHWAYS BELOW A DMITH OF $00 FEET FROM THE SURFACE THEREOF FOR. THE PURPOSE OF EXPLORING FOR AND PRODUCING ENERGY RESOURCES, TO PRODUCE, INJECT, STORE AND RU40VE FROM AND THROUGH SUCH WELLS OR WORKS, OIL, GAS, WATER AND OTHER SUBSTANCES OF WHATEVER NATURE, INCLUDING THE RIGHT TO PERFORM BELOW SAID DEPTH ANY AND ALL OPERATIONS DEEMED NECESSARY OR CONVENIENT FOR THE EXERCISE OF SUCH RIGHT& THE RIGHTS HEREINABOVE EXCEPTED AND RESERVED TO GRANTOR DO NOT INCLUDE AND DO NOT BXCEPT OR RESERVE ANY RIGHT TO USE TIM SURFACE OF TITS PROPERTY OF THE FIRST 500 FEET BELOW THE SURFACE OF TIE PROPERTY OR TO CONDUCT ANY OPERATIONS THEREON OR THEREIN UNLESS HEREINAFTER SPECIFICALLY EXCEPTED AND RESERVED, ALL RIGHTS AND INTERESTS IN THE SURFACE OF THE PROPERTY ARE 305 MMY CONVEYED TO GRANTEE AS PROVIDBI) IN DEED RBCORDED MAY 24, 1988 AS jNSj&WMjZM0. 08-92.5M OF OFFICIAL 1SCORDS, PARCEL 2a (4130.014-910) BEING A PORTION OF PARCEL NO. 6 OF PA&CEL hW M 17150, IN THE CIT` OF M SEOUNDC, COUNTY OF LOS ANGELES, STATE OF CALMORNLA, AS PER UAP 13COR DED IN HQQK 201 E&M LfiMM.fa INCLUSIVE, OF PARCEL MAPS, DESCRIBED AS FOLLOWS, BEGINNING AT NORUTi ST CORNER OF SAID PARCEL 140, 6; THENCE WORTH 890 501 GW' BAST, ALONG TM NO'RTfTSRLY LINE OF SAM PARCEL NO, 6, A DIS'TAWCE OF 45,20 FERT9 'TkIENCE+ SOUTH 000 04' 00" ROT, ALONG A LINS THAT 3 43,00 FEET FASTERLY, INMASURED AT MOST ANGLES, AND PARALM WrM, THE TANGENT PORTION OF TIE WESTERLY LINE OF SALE PAR= NO. 6, A DISTANCE OF 330.00 PEET., THENCE WORTH 840 56'33" BAST A DISTANCE OF 135,00 PIM T; TMNC E SOUTH 000 0312711 EAST A DISTANCE OF 60,00 FEET, TO TFT S.OUTIMy�gp LY LT�i{OF SAM PARCEL■y!y STC, 6; Tp�{p�y�yyNCE SC��U��'pT�'H $90 96' 331, WEST, ALONG SAID SOU'IHIMLY LINE, A. DISTANCE GTS 140,00 MET TO EE BEGMINC OF A 44,94 FOOT TANGENT CURVE, CONCAVE TO TkM NORTMAST; THENCE NORTHWESTERLY, ALONG SAID CURVE, THRMOH A CENTRAL SDE OF $90 39' 27" AN ARC DISTANCE OF 62,83 FEET; THENCE NORTH 00r 04' 01Y' WEST, ALONG THE WESTERLY TINE OF SAID PARCEL NO. 6, A DISTA14CE OF 531.36 FEET, TO THE BEGINNING OF A 860,00 FOOT TANGENT CURVE, CONCAVE TO THE WEST; TIMNCE NORTHERLY, ALONG SAID CURVE, THR(YUGH A CENTRAL ANGLE OF 0111 14' 31" AN ARC DISTANCE OF 18,64 FEET TO TIB POINT OF BBOINNING, END OF LEGAL DESCRIPTION 306 EXHIBIT A-1 THE PREMISES THIS EXHIBIT TO BE PREPARED WITHIN ONE HUNDRED TWENTY DAYS OF COMMENCEMENT DATE AND ATTACHED HERETO. 307 160 South Old Springs Road, Ste. 210 Anah16RC Engineering, Inc. Phone:714-685-fornia92808 Phone: 714-685-6860 ivil Engineering/Land Surveying/Land Planning Fax: 714-685-6801 Project: Topgolf EI Segundo Job No: 19-160 (based on Sept. 2019 LLA) Date: 2019-10-08 Proposed Property Legal Description (Topgolf venue & Parking after LLA): PARCEL 2: IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT PORTION PARCEL 1 OF PARCEL MAP NO. 17749 AS PER MAP FILED IN BOOK 207, PAGES 56 THROUGH 60, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE ALONG THE EAST LINE OF SAID PARCEL NORTH 44°20'30" WEST, 301.26 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EAST LINE ALONG THE FOLLOWING SEVEN (7) COURSES: 1. SOUTH 81'23'50" WEST, 86.36 FEET; 2. SOUTH 36°34'02" WEST, 49.32 FEET; 3. SOUTH 81'23'50" WEST, 491.83 FEET; 4. SOUTH 26°06'34" WEST, 4.80 FEET; 5. SOUTH 82°50'24" WEST, 85.69 FEET; 6. SOUTH 30°00'00" WEST, 33.73 FEET; 7. SOUTH 90°00'00" WEST, 217.98 FEET TO THE WEST LINE OF SAID PARCEL 1 TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JULY 18, 1995 AS INSTRUMENT NO. 95-1161504, OF OFFICIAL RECORDS. TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JUNE 19, 1996 AS INSTRUMENT NO. 96-967352, OF OFFICIAL RECORDS. THE ABOVE DESCRIBED PARCEL CONTAINS 10.674 ACRES, MORE OR LESS. EXHIBIT A-2 THE GOLF COURSE THIS EXHIBIT TO BE PREPARED WITHIN ONE HUNDRED TWENTY DAYS OF THE COMMENCEMENT DATE AND ATTACHED HERETO. 309 160 South Old Springs Road, Ste. 210 AnandURr.Fingineering, Inc. Phone:714-685-fornia92808 Phone: 714-685-6860 ivil Engineering/Land Surveying/Land Planning Fax: 714-685-6801 Project: Topgolf EI Segundo Job No: 19-160 (based on Sept. 2019 LLA) Date: 2019-10-08 Proposed Property Legal Description (Golf Course after LLA): PARCEL 1: IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT PORTION PARCEL 1 OF PARCEL MAP NO. 17749 AS PER MAP FILED IN BOOK 207, PAGES 56 THROUGH 60, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE ALONG THE EAST LINE OF SAID PARCEL NORTH 44°20'30" WEST, 301.26 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EAST LINE ALONG THE FOLLOWING SEVEN (7) COURSES: 1. SOUTH 81'23'50" WEST, 86.36 FEET; 2. SOUTH 36°34'02" WEST, 49.32 FEET; 3. SOUTH 81'23'50" WEST, 491.83 FEET; 4. SOUTH 26°06'34" WEST, 4.80 FEET; 5. SOUTH 82°50'24" WEST, 85.69 FEET; 6. SOUTH 30°00'00" WEST, 33.73 FEET; 7. SOUTH 90°00'00" WEST, 217.98 FEET TO THE WEST LINE OF SAID PARCEL 1. EXCEPTING THEREFROM THE LAND DESCRIBED IN THE GRANT DEED RECORDED MARCH 12, 1999 AS INSTRUMENT NO. 99-0411887, OF OFFICIAL RECORDS. THE ABOVE DESCRIBED PARCEL CONTAINS 15.870 ACRES, MORE OR LESS. 310 EXHIBIT `B" SITE PLAN 311 00 V1llllllllllllll 1 . - Y lit r M - D \ Jl 1 HU / 160 S. Old Springs Road Engineering, Inc. Suite 210 EXHIBIT B — SITE PLAN OF THE "P Anaheim Hills, CA 92808 N N O O N \ 00 O W O W 3 ai co C) r) O t N O CD I x x 0 0 - co 0 / / a 0 U U E (1; U O L SCALE: 1"=280' i JPERTY" z Civil Engineering/Land Surveying/Land Planning 714-685-6860 EL SEGUNDO, CALIFORNIA .om j1'e- EXHIBIT ((B-199 PRELIMINARY SITE PLAN m F71 91, mil I mil ff I Tmw J/ 7mnKTL `- 313 EXHIBIT "C" LICENSE AGREEMENT 314 4924-1-1 EXHIBIT C LICENSE AGREEMENT' RV File No9W05-91-005 TRIO RENT, made as of this 24thi day of Alf 0 1991, between SOUTHMW CALIFMXA 2D160' COMPANY, a corporation organized under the laws of the state of California, hereinafter called 00Lic+ensorlt, and the CITY OF EL SEGt NDO, a Municipal Corporation, hereinafter called "Lic3ensee" f WXTNZ86ZTNr That Licensor, for and in consideration of the faithful performance by Licensee of the terms, covenants and agreements herainefter met forth to be kept and performed by Licensea, does hereby give to Licensee a license to use that certain real property hereinafter described and referred to as !'licensed property," solely for the purposs hereinafter speoified, upon and subject to the terms, reservations, covenants and conditions hereinafter set forth. The licensed, property hereinabove referred to is located in the City of El Segundo, County of Los Angeles, state of California, and being the parcel delineated on the print attached hereto and made a part hereof, marred Exhibit "A" -1- 315 49241) .. pV1ipd 2121 ITODn 'his license shall be subject to those covenants, conditions, restrictions, reservations, exceptions, and rights and essamanto o all as net forth on Exhibit a, which is attached hereto and hereby made a pert hereof and shall also be subject tee, but not necessarily limited to, they following riqhts of way and sasmaeents which licanaor hegraby speoifically reserves to Itself Basements and rights of way to construct, operate, use, maintain, inspect, repair, renew, replace, reconstruct, onlarge, alter, @M to, improve, relocate and remove, at any time and from time to time, electric lines, consisting of one or more linea of metal towers, poles and other structures, wirea, cables, including ground wirers and communi- cation circuits, both overhead and under- ground, with necessary and convenient foundations, conduits, pullboxes, guy wires and anchorin, insulators and crossarms placed an said structures, and ober fixtures, appliances and appurtenances connected therewith, necessary or convenient for they construction, operation, regulation, control, -a- 316 X1r\A=00945 49 2 4-1 l 3-A AI"IAT 21 al grounding ng and mairitenance of electric lines Pq, and Communication on circuite, for the p& posed of transmitting, distributing, regulating and controlling electric energy to be used for light, heaat, power, communication, and other VuLToseeec, together with the easoment and right of way for roads, ingress, agrese and mer convenient purposes needed or desired at any time and from time to time by Grantee, and the right to clear and to keep akar said ease® soots and rights of way and the real property affected theereeby# free from explosives, buildings, structures, equipment, combustible materials and any and all other obstructions of any kind r including, but not in any way in limitation of the generality of the foregoing, swimming puede, llgrhting standards, protective nemltting, and appurtenareas, fences (other than fame, gram ing or pasture lane es ), and the parking of aut=obiles, trucks or other mechanical equipment, for protection from firs and other hazards and from interference with ingress and egress and with the unobstructed use of said easements and rights of way and -3- 317 49 2 4A every part thererag, and for any and all purposes herein mentioned, The foregoing licanse is also made subject to the following terns and conditions o all of which Liaensas hereby agrees to comply with and perform. (l) VA&L Licanseer agrees to use the licensed property only for tease grasns fair+w'ays r and sandtraps for a municipal Golf course. (2) Toriat Unless otherwise terminated as provided herein, this license shall be for a torm of Thirty (30) ysars aammencing on they data T -y Nursery vacates the license and allows Licenses to take possession, and ending thirty years from that date. (3) gonsidorAtionj Licensee agrees to pay to Licensor the sum of One Thousand Five Hundred Dollars ($IISOO) per aare upon the execution and delivery of this license F and thereafter the laze amount an the anniversary dates of its taking possession in each year for the first thres yGans of this license. "4- 318 \R"\AGR50P45 A AW .k'UII 1 WW J'a 2121 (4) ANOMIKIWU In the fourth year of this license, licenmes shall, ray the sum at Whre a Mousaand Dollars ($3, 000) Per assures (eat° as total annual payment of in the fifth year of this Licensee and for four yea$areaa thereafter licensee shanll, pay di3c Thousand Dollars (Oa,o00) per acres por your (ear a total annual payment of $211 600) rn the tenth year of this license and every five years thereafter the areal rent shall be subject to ward adjustment which reflects any cumulative percentage increase for the five years preceding the adjustment in the consungra pricey index for Los Angeles/Long Beach, all urban consumers, which is published in the monthly labor review of the U.S. Department of Labor Bureau of Labor statistics. However, in no case shall the rent be reduced by said adjustment. (9) Netional All notices whim are required to be given by either party hereto to the other, shall be deemed to have been duly given when made in writing and depooited in the united States mail, first class, postRya prepaid, addressed as fc11owa s -5- 319 4 9 2 4-14 w t-OU111WIIA 2121 Wo Licensora Southern California Idisan Co any irional manager Ijaand services Division Real Properties and Administrative survivor, Pe 0e BOX 410 Long beach, California 90801 To rAoensee t city Manager city of 91 Segundo 350 Maain atroet 91 daguado, CA 90245 Each Party hereto agrees to promptly notify the other of any address change, (6 Licensee agrees to insure its liabilities and/or require its construction contractor or franchise@ to insure such liabilities, which may arise from its activities hereunder, by the purchase of a liability insurance policy with as combined Single Limit~ of not loon than one Killion Dollars ($11000,000.00) and shall include Licensor as are additional insured. Licenses agrees to provide evidence of such insurance upon request. -6- 320 X\RVW\AGX50946 924.1-A% WjY a g4 2! Po r " *MlRnq (7) Ha -,,LjM jtat.i2Usa, Licensee agrees that at all tines during the tar= of this license and equipment used by it or its agents, employees or contraotorn an and adjacent to the licensed property shall be used and operated so to to at all times Mintain a minimum clearance of seventy (17) fast from all overhead electrical conductors located on said licensed property. Licensee e,lso agrees that all trees or Y14nts located an the licensed property stall be maintained by Licensee, and Licensee shall trim or, if requested by Liaengor, shall remove any tree or other planting which exceeds fifteen (15) feat in height. (9) Nalasnata my In addition to the rights of tray and sasoments heretofore reserved, Licensor specifically renerves for itself, its successors and assigns, the right to periodically wash Lioensorts elec- trical insulators. Licensee shall notify Licensor of any special event it has planned which would be interfered with by such washing operations and Licensor shall use its best efforts to avoid interfering with such event. (9) LIME f _ementsa Licensee must submit complete improvement plans for the licensed property, including grading plans, identifying all existing and -9- 321 WVX\XW\A5o,94b 4924-1 A PE Willwivs., 2121 proposed improvemente a Licenses Rhall obtain Licensor f s written approval of said plans, including any subsequent modification thereof prion to making any ume of the property. amid approval shall not be unrameonably withhold by Licensor. Licensor shall not be called upon or required, at any time, to make any improvements, alterations, changes or additiona of any nature. whatsoever to the licansed property, Licensee shall, give Licensor 10 days notice of ita intantion to commence construction prior to entering upon the licensed property to commence construction. (10) ACOOesa and CIMIZar19eas Licensee shall, proVide Licensor with adequate actress to all of Li®enscrIM tacili- tiea and at no time is there to be any interference with the free gement of Lic®neor►a equipment and materials. Licenses shall construct and maintain an access read immediately parallel to the eastern boundary of the property which shall run the full length of the licensed property, Said road shall be fifteen (15) teat in width and provided access to adjacent property of Licensor at the southern and northern borders of the licensed property. said road together with applicable driveway aprons and curb dapreasions shall be capable of supporting a gross lead of forty (40) tons on a three -axles vehicle, ind ahall be maintained by Licensee, at Licenesees's expense, so as to be —a- 322 49 2 4„-� passable at all ti,muss, and shall bre kept olear of any planting or diner obstructions at all tunas so as to provide ready acoosso tO Licensor r sr facilities. a In connoctiotn with the use sof said licensed property Licenses shall Mintain the following clearancsem from the transsaisosion line towers at all timeal l 9. A g o-Moot-radlue around all tower logo capable sof ssslupporting a gross load sof forty (40) tone on a three axle vehicle. b. A 10 -foot -radius around all steel poles. os A 10 -fact -radius around all wood poles, (11) Coot GantrgjL Li.c3enseese shall also provide adss gUato controls for dust, odors and noissa and take appropriate sstapss necessary to prevent dust contamination of LiMnssor l se facilities located on, rear or adjacent to the licensed property. Licensee arca agrees to take preventive action to eliminate such dint, adgrsse, noise or any other nuisance which may disturb the adjacent or nearby community and agrees to be responsible for and to Assume all liability for such dust, 6dor, noises or lather nuisance disturbances, (12 ) Reatj 19 _and Herbio , Licansee agrees that any passsticide or herbicide applications on the licensed -9- 323 ,I I W� 2121 P 01"4114"1 la's. Whim will, include, but not be limited tar contaminated containers, Clothing, equipment or any other contaminated material. (13 9 Lioansea shall not engage in, or permit any other party to engage in, any activity an the promises that violates any federal, state county or local law, rules or regulations pertaining to hazardous, toxic or infectious materiala and/or waste. Licansse ahall indemnify and hold Licensor, its directors, harmless from any and all cl.aina, Loan, damage, actions, causes of actionr expenses and/or liability arising from leaks of, spills of, and/or contamination by or from hazardous materials and/or wastes as defined by applicable laws or regulations, which are attributable solely to the actiona of, or failure to act by, Licansee. (14 ) Underargund-MiLtUM Licensee shall construct no underground facilities other than irrigation and drainage pipelines and electrical and telephone lines. _10- 324 49 2 4-ri ►41KAUb 2121 P, IrIAIMM All undaarground facilities installed on they right of waay shall have a minimum cover sof three feet and shall be capable of withstanding a groan land of 40 tans on a 3-446 vehicle:. (16 ) Liceanseas agree* to keep parkway and sidewalk areas adjacent to said licensed property, it any, Eases of woods and trash, Licensee further agrees to naintain said parkways and to provider landscaping in a manner that in compatibles with the adjoining proportion and in a manner satisfactory to Licensor. (16) Efin rings Li.ceansoe may inetall fencing an said licensed proyerty, provided Licensee obtains the prism written approval of Licensor therefor. In the event Licenses installs fencing, doubles driven gates sixteen (16) fact in width shall be pravideed at each and of the aacceesaa road required in reaction 10 herein and shall ba designed to accommodate Licensor t s locks. Any metallic fencing shall be effectively grounded by Licensee. Licensee agrees to maintain said fencing at Liceenseeea r s sale coat and expense. Notwithstanding the above, Licensee aah4I1 ra®t inaataall, operate or maintain or causes to permit to be inetaalleed, operated or maintained any electrically charged fence on the licensed property. -11- 325 4 9 2 4-} T 21 (17) Us= Licensee agrees not to a11ow the construction or placement of any reign, signboard or other form of outdoor adveerti®ing on amid licensod property without prior written approval of Licensor, in the event of a violation of this provision by Ucensea or any one chaining under Licensee, Licensor &hall have the right to enter upon said lioeneed property and to remove and dispose of any such sign, signboard or other outdoor advertising to chhargo the cost and expenses of any such renaval, and disposal to Licensee who agrees to pay the same an demand* (1.6) AntharityL This license is given pursuant to the authority of and upon and subject to the oondi,tiorns prescribed by General Ordar No. 66-C of the public Utilities Commission of the Mate of California dated and effective July 10, 19830 which general Order No, 69-C, by this reference, is hereby incorporated herein and made a part hersof (19) 11 da Mif ica _ ion a Licensees hereby agrees to hold harmless and indemnify Licensor, its officers, agents and employ®a:, and its successors and assigns, from and against all claims, loan, damage, notions, causes of action, expense and/or liability arising from or growing mut of loss -1a- 326 WPX\RVW\ACMo0q4b 4924-t I 21 f'1 r' 111"IMM or damage to property, or injury to or death of parsone, including employees of Licensor resulting in any manner whatsoeverp directly or indirectlya by reason of this license or the use or occupancy of said lice ed property by Licensee or any person clsiaing under Lieenseea (20) Utiliti� Licenaee agreas to pay all charges and assns eats for or in connection with water, electric current or other utilities which may be furnished to or used upon said licensed property by Licensee during the continu- ance of this license. It is further agreed that in the ®vent iLioe ee shall fail to pay the above-mentioned charges when due, Lioansor ahall have the right to pay the same and charge the amount thereof to Licensee, who agrees to pay the same on damand, together with interest at the maximum rate allowed by law, from the date of expenditure by Licensor. (21) JMb= 1a&nnsws Licensor understands that it is Licensee v a intent to franchise the operation of the municipal golf course for which the licensed property is to be used to an experienced golf course operator. Any such franchise shall be domed to be a sub -license, subject to all the terms and conditions of this License, and Licensee shall make this License a part of any such franchise agreement. Licensor shall have the right to reasonably -13- 327 4924-111 WVX\RVW\AGR$Oq4U 'tQh I a; 21 ?1 object to said sub -licensing basad upon evidence of the uanroliability or fiscal incapacity of the proposed golf oaurss operator but ohall not otherwise have any right to objects It in specifically understood and agreed that in the errant of such a sub -license, that the original Liaensse, to wit the City of El Segundo, Mall remain responsible for all of the terms and acnditionsr of thin licence and that in event of a violation, breach or failure to parfornp that Licensor May, at its option, enforce time Liaenes or otherwise pursuo its legal romedies against either said original Licenses or sorb -licenses@ (22) &ignst Licenses agrees to pay, when duo, all taxes and assessments which any be levied upon any crops or personal property which Licensee caused to be grown, placed or maintained upon the said licensed property, and, agrees to keep said licensed property free from all lions, including haat not limited to muchanica liens, and oncumbramces by renoon of the use or occupancy of said licensed property by licensee or any person claiming under License*. It is further: agreed that in the event Licensee shall fail to pay the above-mentioned tastes, assessments, or lions when duos, Licensor shall, have the right to pair the same and charge the amount thereof to Licenses, who agrecs to pay the same on demand, together 328 49241 21 Z with interest at the MXIMM allowed by UWF from the date of expenditure by Licensor. (33) ORY=ing Lama's Licansaa agrsew that in the exercise of its rights under this lioeenaa? LiCanaee shall comply with all applicable federal, state, county and looal laws, and regulationo in connection with its use of the licensed property. The existancee, validity, construction, operation and of foot of this liconso and all of its terms and provisions shall be determined in accordance with the lava of the Mata of California. (24) Holding-Mmm It is further agreed that if Licensees skull retain poeseeession of said licensed property beyond the term herraof ► or any renewal or extension hereof, without the consent, express or implied, of Licensor, a UCh holding over may ba terminated by Licensor at any time by giving to Licensee thirty (30) days I prior notice in writing for that purpose, and shall be subject to all of the terms, covenants and conditions of this license, and Lia®nsGe shall pay for such license during any such holding over, at they last prevailing rate . specified in paragraph 3, "Considera- tion" hereof. -Is- 329 WPX\" '\AC;6O94b 9 2 4-�i of quav�twvi 21 G� I r 1100110"1 (25)a tie�� far.MaIn the eVeut LiCaasea breaches or otixervise fails to perform any of the terms hereof$ this License shall be subject to termination at the option of Licensor by Licensor Wining Licensee 6Q 4676 notice of Sts ,intention to terminate by reason of such breach or failure to perform, Should Licenses fail to our* such breach or perform within said 6Q day period of tire this Licanso shall .be daemad terminated. in the event of such tarmination, or when this license expires by its express term, Licensee #gross, if so requested in Writing by Licansor, to remove at that time all of its personal property from the licensed property and to restore the ground to as near its original condition and appearance as possible at its sole expense and rise No such termination hereof ahall release Licensee from any liability or obligation (whether of indemnity or otherwise), which may have attached or accrued previous to or which any be accruinq at the time of, or by reason of such termination or expiration. Upon the termination of this licsn8e, Licensee agrees to peaceably quit and ourrender the licensed property to Licensor in good order and condition, Any and all -16- 330 4924.1 WNiW-0.1t" property of whatever kind or character remaining upon the licensed property Upon the re very ion of the Licannor's interest in the licanxed property shall be and become the personal property of Licaenscr F unleas OthWWine agreed in writing by Licenscr a but this shall not prevent Licensor from requiring' LioeAsee to rOMOVS, at LiCansea's expense and r1ok, any and all such property remaining upon the licensed property. Notwithstanding the foregoinq, should Licensees activities on the licensed property interfere with or andangar Licensor rs use of the licensed property or in any way create a nuisance or danger to the public or violate the to=m of this license, then Liounmor shall be entitled to terminate the license. (25) Ab4DdRDMMnU in the event the use of said licensed property shall, be abandoned by Licensee or said licensed property shall not be used by Licensee for a period of Ninety (90) nays, then at the option of Licensor, the license hereby granted shall be deemed terminated without further notice. Upon such termination, Licenmes agrees to comply with the conditions as specified in paragraph 26, "Terminati on f hereof. -17- 331 4 9 2 kl a .: (27) ��!�'„ �' if any action, pracand,ingr arbitration or other dimputa &rising out of or relating to this license is 00mmon ody the prwailing ,party &hall be entitled to receive, in ,addition, to any other relief that jamy be gr tadp us raamnnable attorixerm raga, costa and 6XPOMSON inOUVr43d by °iris@ prWV&i1i0q pOrtye XX WXTnMS WX=WFj the parties haratc have caused this instrument to be executed in duplicate as of the day and year harem first above vrittaft ROUTHERN CALVORNIA EDISON COMANY BY Real Properties a Aftinimtrative services CITY OF HL SEGUNDO r ? "Licanaaa op _. Mayor. A, , r .11,`� City Clark -I$- 332 49 2 4-11 t'A 98231 1255224 2 TICOR TITLE INSURANCE COMPUY OF CALIFORNIA fm. RECORDED NOVEMBER 1, 1074 IN BOOR 06460 PAGE 733 OFFxCIAL RECORDS. ;{X. RECOR09D MARCH 1, 1975 TW SUDOR 06578 PAGE 104o OFFICIAL RECORDS. TY. RECON010 MARCH l5, 1976 IDI BOOK D7006 FAGS 412, OFFICIAL RECORDS, SAID MORTGAGE RAS HEEN RELEASED AS TO THE EASEMENTS SHOWN AS ITEM NO'S. 8 AND i. AN EAOXNENT ArF'ECT°IlNG TH9 PORTION OF SAID LAND AND FOR THE ?URPOSES STATED HZREI%N, AND LNCIDENTAL PURPOSES, :N FAVOR OF t SNZLL OIL COMPANY, IDICORPORATED9 A CORPORATION (NO REPRESENTATION 15 MADE AS TO `IEE PRESSNT9 OWNERSUZY OT SAID EASEMENT) TOR 8 PIPE �%NES RECORDED t AUGUST 6, 1541 IN BOOK 18534 PAGE 320, OrrTCIALf RECORDS kFFECTS t A STRIP OF LAND 10 FEET IN WIDTH, A CENTER LINZ 4F WHICH STRIP IS DESCRIBED AS FOLLOWAi 3EOINNING AT A POINT WMZCH SEARS 8OUTR 47 OEORSES 30 MINUTES 42 SECONDS EAST 50.40 FEET FROM MOST WESTERLY CORNER OF LOT 9 AS SHOWN ON MAPS OF PROPERTY OF 3OUTHERN CALIFORNIA EDISOIN CO3MPANY, LTD., FILID IN BOOK 3 PAGE 1 OF MAPS! THENCE NORTH 09 DEGRESS 00 MINUTES 08 SZCONDS WEST 33.77 FEET TO POINT IN ORTEERLY LINZ OF LOT S, WHICH SEARS NORTH 89 DEGREES 59 MINUTES 54 SECONDS PAST 36.87 rXXT FROM MOST WESTERLY CORNER OF LOT S. ALSO BEGINNING AT POINT WENCH REARS SOUTH 89 DEGREES 59 KINUTES 54 SECONDS WEST 97.12 FEET FROM MOST EASTERLY CORNEROF° LOT 9, AS SHOWN ON WSJ THENCE NORTH 0 DEGREES 00 MINUTES 06 SECONDS WEST 82018 FEET; THENCE NORTH 47 DEORESS 30 MINUTES 42 SECONDS WEST PARALLEL WITH AND 5*0 FEET AT RIGHT ANGLES FROM NORTHEASTERLY LINE OF LOTS 9 AND 10, 222.20 FEET TO POIWT IN WESTERLY LIME OF �j= 10, WRICH LIES SOUTH 0 DEGREES 03 MINUTES 13 SECONDS WEST 6.77 FEET FRO14 MOST NOR'TEERLY CORNER OF LOT 10, ALSO BEGINNING AT A POINT IN EASTERLY LINE Of LOT 11 SHOWN ON MAP, WHICH LIES 5.0 FEET SOUTHWESTERLY FROM AND AT RIGHT ANGLES TO SOUTHEASTERLY PROLONGATION OF NORTHEASTERLY LINE OF LOT 111 THENCE NORTHWESTERLY PARALLEL WITH AND 5.0 :EET AT RIGHT ANGLES FROM VARIOUS COURSES COMPRISING NORTHEASTERLY BOUNDARY OF SOT 11 TO POINT IN WESTERLY LINE TREREOr, ALSO SEGX NNI1NG AT POINT IN SOUTHERLY d I NE OF LOT 12, SHOWN OWN MAPS, WHICH LIES 9.0 FEET SOUTHWESTERLY FROM AND AT 71GHT ANGLES TO SOUTHEASTERLY PROLONGATION OF MOST SOUTHERLY COURSE OF NORTHEASTERLY BOUNDARY OF LOT 121 THENCE NORTHWESTERLY DIRECTLY PARALLEL WITH AND 5.0 FEET AT RIGHT ANGLES FROM VARIOUS COUSSES AND 5.0 FEET MBASURED gADIA,L,LY FROM VARIOUS CURVES COMPRISING NORTHEASTERLY BOUNDARY OF SAID LOT 12 e0 POINT IN NORTHERLY VINE THEREOF. ALSO BEGINNING AT POINT ON SOUTHERLY LINZ OF LOT 13, SHOWN ON MAP91 WHICH LIES NORTH 69 DEGREES 56 F rNUT'ES 54 SECONDS WEST 16,01 P'EE'L FROM HOST EASTERLY CORNER OF LOT 131 THENCE NORTH 41 DEGREES 42 MINUTES 29 SECONDS WEST 36.39 ?EET; THENCE NORTH 14 DEGREES 28 DEGREES 04 MINUTES WEST 86.44 FEET'1 THENCE ;LOATH 26 DEGREES 54 MINUTES 21 SECONDS WEST PARALLEL WITH AND 500 FEET AT RIGHT ANGLES FROM NORTHEASTERLY LINE OF LOT 13, 84.85 FEET TO POINT ON WESTERLY LINE OF LOT 13, WHICH SEARS SOUTH 0 DEGREES 01 MINUTES 49 SECONDS EAST 11.07 FEET FROM MOST NORTHERLY CORNER THEREOF. 8514095 PAGE 05 333 08231 12552:24 492 70 B fi,vidtftl`wd; TXCOR TITLE INSURANCE COKPANY Of CALIFORNIA 21 � 1 70- AN 9ASSHM AFFECTING TUX PORTION OF SAID LAND AND rOR TRA' PURPOSES BTATSD RERNIN r AND INCIDaNTAL PURPOSSS r IN FAVOR Or i CITY OF RL SIEGUNDO# A NU`NIC%PAL CORPORATION (NO REPRESENTATION IS kADE AS TO THE PRESONT O ZRSKIP OF SAID BA6ZHENT ) FOR PUBLIC ROAD ANIS HIGHWAY PURPOSES RECORDED A FEBRUARY 20, 1953 IN BOOK 41067 PACS 370r OFFICIAL RECORDS AF'F'ECTS B THAT PORTION Or LOT 12 AS PSR UP NO. S Or T"FROPIRTY Or TIM SOUTHERN CALTF'ORNIA EDISON COMPANYr LTDo rlp RECORDED IN ROOK 3 PAGR 5 OF MAFG, DESCRIBED AS POLLOWS3 BEGINNING AT THE NORTHEASTERLY CORNER° OF ,SAID LOT 121 THENCE WESTERLY ALONG TRE NORTH LINE OF SAID LOT 12 TO THS 9AST LINE OF SXPULVEDA BLVD. r AS ESTAELIONED BY FINAL DSCREN OF CONDEMNATION ENTERED ON DECEMBER 4, 1924 IN CASE NOa 397980 SUPERIOR COURTr LOS ANQZLE8 COUNTY* AS RECORDED IN BOOK 13174 PACE 92, OFFICIAL RECORDS; THENCE SOUTHERLY ALONG SAID EAST LINE TO THE NORTREASTVRLY LINE OF THAT CERTAIN RIGHT Of BRAY 60 FEST WIDE, DESCRIBED IN DSZD TO THE PACIFIC RAILWAY VL ZCTRIC RAILWAY COMiPANYr RECORDED MAY 27r 1919 IN BOOK 3790 PAGE 43 OF DEED51 THENCE SOUTHEASTSHLY ALONG SAID NORTHEASTERLY LINE TO A PONT WHICH 18 10.00 FEET EASTXRLaYr HEASURSO AT RIGHT ANGLES FROM SAID SkST LINE OF SEPULVXDA BLVD. i THINCE WRTHEAETZRLY IN A DIRECT LIFE TO A POINT WHICH IB LOCATED 30.0 FEET SOUTHERLY; MlRASURED AT RIGHT ANGLV8r FROM SAID NORTH LINZ OF'..LOT 12_ AND 30.0 VEST EASTERLY, MEASURED AT RIGHT ANGLE#r FROM SAID EAST UNF3 OF EEFULVEDA BLVD,? THENCE EASTERLY PARALLEL WITH SAID NORTH LINE, TO THE NORTHXASTZRLY LINE OF SAID LOT 13; THENCE NORTHWESTERLY ALONG SAID LAST MENTIONED NORTHEASTERLY LINE TO THE POINT Of BEGZXNING. THAT PORTION OF LOT 139 COUNTY Or LOS ANOBLEB, AS PER MAP RECORDED S, DESCRI33ED AS FOLLOWl s BSGZNNZNG; AT THE SOUTHEAST CORNIER OF SAID LOT Up 'THENCE WESTERLY ALONG THE SOUTH LINE OF SAID LOT 13 TO THE EAST LINE OF SEPULVEDA BLVD. AS ESTABLISHED BY SAID DECREE OF CONDEMNATION; THENCE NORTHERLY ALONG SAID EAST LIVE TO ITS INTERSECTION WITH TET: NORTHEASTERLY LINE OF SAID LOT 13; THENCE SOUTHEASTERLY TO A POINT WHICH IS LOCATED 131.0 FEET NORTHERLY MEASURED AT RIGHT ANGLES, FROM SAID SOUTH LINZ OF LOT 13 AND 10.0 FEZT EASTERLY r MEASURED AT RIGHT ANGLES, PROM SAID EAST LINE OF SEPULVEDA BLVD., THENCE SOUTHERLY PARALLEL WITX SAID EAST LINZ, 81.0 FEET TO A POINT; THENCE BOUTSEASTZRLY,IN A DIRECT LINE TO A POINT WHICH 18 LOCA"TSD 30.0 VVET EABT RLY, MEASURED AT,RIGHT ANGLES, FROM SAID EAST LINE AND 30.0 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM SAID SOUTH LINZ; THENCE ZROTERLY, PARALLEL WITH SAID SOUTH LAOS r TO SAND NORTHEASTERLY LIME OF LOT 13; THENCE SOUTHEASTERLY ALONG SAID NORTHEASTERLY LINE TO THE POINT Or BEGINNING* 8. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN, AND INCZDVNTAL PURPOSEEr IN FAVOR OF i STATE OF CALIFORNIA (NO REPRESENTATION IS MADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) FOR a PUBLIC HIGHWAY RECORDED OCTOBER 7, 1971 AS INSTRUMENT NO. 317 AF'F'ECTS o DESCRIBED AS F'OL.LOWS i 8514095 PAGE 06 334 09231 1355 4 5 ',tQjgI 2 ro TICOR TITLE IN'SU'RANCE COMPANY OF CALIFORNIA w" %9�9 COMMENCING AT THE INTERSECTION OF THE EABTERLY LXN8 OF 9EPOLVEDA BOULEVARD, AS E5TABLIS98D BY FINAL DECREE OF CON09KNATION ENTERED ON DSCEMNSR 4p 1934 IN , CASE NO. 357380, IN THE SUPERIOR COURT OF THE STATIC Or CALZF'ORNZA IW AND FSR SAID COUNTY, AS RSCORDSO IN BOOK 13174f PAO$ 92 OF OFFICIAL RECORDS, IN SAID OFFICE, WITH THE SOUTHERLY LINE OF THAT CRRTAIN PARCEL OF LAND DESCRI38D IN DESD TO JOHN HI NO AND ANTHONY IBRENTp RECORDED IN BOOR D-40171 FAGS 334 OF OFFICIAL RSCORDS4 IN SAID OF°F'ICti THENCE NORTH 4 DEGREES 13 MINUTES 19 SECTION EAS'Tp 335.77 FESTA THENCE NORTH 0 DEGRE1E$ 04 MINUT98 00 SECONDS WE'S'T, 235.55 FEET TO THE SOUTHEASTERLYLIFTS OFF PARCSI4 "B" DESCRIBED IW DEED TO THE CITY OF CL SEGUNDOp RECORDED IN BOOK 56432p PAGES 339 THROUGH 340, INCLUOZVE, OF OFFICIAL RECORDS IN LAID OPYlCE1 AND THE TRUE POINT OF BEGINNING1 THENCEP ALONG SAID BOUTUZAS'TXRLY LINED MOUTH 58 DEGREES 24 MINUTES 34 SECONDS WESTo 1,87 F'IS'T TO 'TRE SOUTHWKITERL'Y LINE Or SAID LOT 128 THENCE ALONG SAID 60UThvZsTZRLy X002, SOUTH 23 09GREE5 53 MINUTES 13 SECONDS EAST, 4.32 FEET TO THE INTERSECTION or SAID SOUMESTZRLY LIN& WITH THAT CERTAIN COURSE HEREINBEFORE DESCRIBED AN NORTH 0 DEGREES 04 MINUTES 00 SECOND$ WE4iT p 335.90 F'EE'Ti4, SAID PDXNT BEING SOUTH 0 DEGREE'S 04 MINUTES 00 SECONDS EAST, 4.94 FIETp MEASURED ALONG SAID COURSEr FROM THE NORTHVRILY TERMINUS OF SAID COURAZI TNENCS ALpyONG SAIgD COURBI6v NORTH 0 OEGAEEN 94 MINUTES 00 SECONDS WXSTv 4.64 PEST TO Of BXGINNING, 9. AN EASZMENT AFFECTING THIS PORTION OF SAID LAND AND POR THE PURPOSES STATED HERREINr AND INCXDZNTAL PURP'OSESp IN FAVOR OF i CITY OF EL SEGUNDO (NO REPRESENTATION 15 XADE A6 TO THE PRESENT OWNERSHIP OF SAID EASEMENT) FOR t SLOPE RECORDED OCTOBER 10s 1973 AS INSTRUMENT NO. 4419 AFFECTS THAT PORTION Or LOT L2, AS SHOWN ON !4A! N0. 9 OF PROPERTY OF 9OUTWERN CALIFORNIA EDISON COMPANY, LTD, RECORDED IN BOOM 3, PAGE 5 OF OFFICIAL MAPS, IN THE OFFICE Or THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLONS$ BEGINNING AT THE NORT>BEASTSRLY CORNER OF TRE LAND DESCRIBED AND DESIGNATED AS PARCEL "B" Its THE ROAD EASEMENT FRAM SOUTHERN CALIFORNIA EDISON COMPANYP A CORPORATIONo TO THE CITY OF EL SEGUND0, DATED JANUARY 29, 1957 AND RECORDED JANUARY 27, 1958 IN BOOB 56433, PAGE 339 OF OFFICIAL RECOR06p IN THE OFFICE OF SAID RECORDER] TRENCE ALONG THE SOUTHERLY LIME OF SAID PARCEL 9, SOUTH 68 DEGREES 24 MINUTES 34 SECONDS WEST 62 FEET; THENCE SOUTR 89 DEGREES 56 MINUTES 57 SECONDS EAST, 67.74FEET TO A POINT IN 'THE EASTERLY LINE Of SAID (LOT 13, SAID PRINT BEING BOUTIH 23 DEGREES 47 MINUTES 54 89CONDS EAST 25.00 FEXTF MEASURED ALONG SAID EASTERLY L.INZ, FROM THE POINT OF BEGIINNING 1 'THENCE NORTR 23 DEGREES 47 MINUTES 54 SECONDS WEST, 35.00 FELT TO THE POINT OF BEGINNING. 9514095 PAGE 07 335 .8231 1255224 49 2 TICOR TITLE IN URANCE COMPASY OF CAUPORRIA 21 ? 1 1111 I 10. AN 9ANSHONT AFFECTXNU TL#E PORTION OF SAID LAND AND FOR THE PURPOSES STATED HUMXNr ANO INCIDENTAL FURP0938r :N FAVOR OF s CITY OF EL SEGUNDOv A MUWXCIVAL CORPORATION (LVO REPUSENTATION IS NADN AS TO THE PRESENT ONNERSHIP OF SAID EASEMENT) ?OR s SEWER, AND STORK DRAIN ASCORD90 B HOS SKUR 38r 1980 AS XNSTRVNENT 40. 60-1192121 AFFECTS s DESCRIBED AS rOLLOWSs THAT PORTION OF LOT 12 AS SHOWN ON A MAP ENTITLED "PROPERTY OF SOUTHERN CALIFORNIA EDISON COMPANY, LTD. MAP NO, 8" RECORDED IN HOOK 3r PAGES L TO 7o ZNCLUSIVl r Or OFFICIAL MP8v Iii THE OFFICE OF TgM CONY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLGWSE 3EOINNING AT A 3'OUND I INCH IRON PIPE WITH BRA08 CAP SET AT A POINT IN THE ;NORTHEASTERLY BOUNDARY OF SAID LOT 12r SAID POINT ALSO BEING IN THE SOUTHWESTERLY BOU19DARY OF TRA 143.84 ACRE PARCEL OF LAND BROWN ON A MAP PILED ;fid BOOR 89, PAGES 29 AND 25 OF RECORDS OF SURVEYS IN THE OFFICE OF SAID COUNTY RECORDBR, SAID POINT BEING DISTANT NORTH 79 DEGREES L3 MINUTES 23 SECONDS '►VEST► 33.31 FEET FROM THE SOUTHEASTERLY TERMINUS OF THAT PARTICULAR COURSE SHOWN AS SOUTH 79 DEGREES 13 MINUTES 23 SECONDS EAST► 737.68 FEET" ON SAID 14AJPt TH9NCE SOUTH 48 DEGREES 09 NINUTES .45 SECONDS WEST, L93.34 FEET TO THE PDXNT OF INTERSECTION OF THE NORTHEASTERLY PROLONGATION OF THE NORTHWESTERLY LIME OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN A DEER TO PACIFIC ELECTRIC LAND COMPANY► RECORDED JULY 7r 1914, IN 9009 9539► PAGE 185 OF DEEDN, IN THE OFFICE or SAID COUNTY RECORDER► WITH THE NORTHEASTERLY BOUNDART OF THAT CERTAIN 80 FOOT VIDE STRIP or LAND DESCRIBED IN A DEED TO PACIFIC ELECTRIC RAILWAY COMPANY, RECORDED MAY 27, 1913► IN BOOK 5790► PAGE 43 OF DEEDS IN TRE OFrICE Or SAID COUNTY RECORDER► SAID POINT ALOS BEING IN THE SOUTHEASTERLY BOUNDARY or SAID LOT 12r SAID POINT ALSO BEING IN THE SOUTHEASTERLY BOUNDARY OF SAID LOT 121 SAID POINT ALSO BEING IN THE WESTERLY PROLONGATION OF A NON—TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 914.93 FEETv AS SHOWN aN THE SOUTHERLY LIME OF SAID 143.84 ACRE PARCEL OF LANDP A RADIAL OF SAID CURVE rROJ4 SAID POINT BEARS NORTH 1 DEGREES 00 14INUTZS 23 SECONDS WEM THENCE WESTERLY 84.20 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 5 DEGREES 15 MINUTES 22 SECONDS1 TRUCE NORTH 46 DEGREES 09 HINUTES 45 BECO140S EAST, 316.77 FEET TO SAID WORTREASTZRLY LINZ OF LOT L2r THENCE ALONG SAID NORTHEASTERLY LINZ, SOUTH 71 DEGREES 13 MINUTES 23 SECONDS CAST 70.26 FEET TO THE POINT OF BEGINNING. %1 A COVENANTSr CONDITIONS AND RESTRICTIONS IN THE ABOVE RECORDED rNSTRUMENT. RESTRICTIONS, IF ANY► BASED ON RACE► COLOR, RELIGION OR NATIONAL ORIGIN ARE DELETED. 12. AN EASEMENT AFFECTING THE PORTION Of SAID LAND AND FOSE THE PURPOSES STATED HEREIN, AND INCIDENTAL PURPOSES r IN FAVOR OF s SOUTHERN CALIFORNIA! GAS COMPANYr A CORPORATION (NO REPRESENTATION 19 MADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) FOR ' : GAS PIPE GIMES 8514095 PAGE 08 336 4 9 2 4-� 1 tj 88231 1255324 708 '4.E'l.f 1 V 1 j�4e 8 TICOR TITLE INISMUCE CO"At Y OF CALIFORNIA 21 ;!j, RECORDED s DZCXUSZR 174 1980 AS INSTRUMSNT NiO. 00-1268253 APFECTS & OESCRIRso AS rMLOWB8 A STRIP OF LAND* 10 FEET w1ID:E, LYING WITHIN THAT PORTION OF LOT 12, AS SHOWN ON A MAP B14TZTLED "PROPERTY OF SOUTHERN CALIrMNIA SOZSON COMPANIYv LTD. ► HAP NO. 8", RECORDED IN BOOM 3, PAGES 1 TO 7o INTCLUSIVE@ Or OFFICIAL HAPS, IN THE OFFICE OF THE COUNTY IRECQRDER OF SAID COUNTY, THE CENTERLINiN OF SAID STRIP Of LAND BEINIO DESCRIBED AS FOLLOWS1 SEGINNING AT A POINT IN TUM NORTHEASTERLY IOU14DAIRY Or SAM LOT 12s SAID PGINT ALSO BEING IN THE SOUTHWESTSRLY BOUNDARY OF THE 143.84 ACRAL PARCEL Or LAND SHOWN ON A mAP FILED IN SOOK 89v PACES 25 AND 26 OF RECORD Of GURVEYSr IN THE oF$ h 6r SAID COUNTY RECORDER9 SAID POINT BEING DISTANT NORTH 75 DEG RIES 13 MINUTES 23 SZCONDS" WZSTv 33.31 FEET FROM 'INE SOUTHEASTERLY TERMINUS Or THAT PARTICULAR COUISS SHOWN AS "SOUTH 75 DECIR939 13 MINUTES 23 SECONDS EASTF 737.68 FEET" AS SHOWN ON SAID RECORD OF SURVEY MAPF THENCE SOUTH 46 DECRSES 99 MIVUTES 45 SECONDS WEST, 19334 FEET TO TRE POINT OF INTERSECTION Or THE NORTHEASTERLY PROLONGATION OF THE 14ORTHWESTEIRLT LINE OF THAT CERTAIN PARCEL OP LAND DESCRIBED IN THE OWED TO PACi3°IC ELECTRIC LAND COMPANY v RECORDED JULY 7p 19141 IN BOOK 88399 PAGE'165 Of DEEDSv IN THE OFFICE Or SAID COUNTY RECORDED, WZT9H THE NORTRZMTERLY BOUNDARY OF THAT CERTAIN 80 FOOT WIDE STRIP OF LAND DESCRIBED IN A DEED TO PACIFIC ELECTRIC RAILWAY CONPANYv RECORDED MAY 27o 1913, IN BOOM 579OF PAGE 43 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER, SAID POINT ALSO HEZNG IN THE SOUTHEASTERLY BOUNDARY OF SAID LOT 12, SAID POINT ALSO BEING IN TEE WESTERLY PROLONGATION OF A NOW -TANGENT CURVE CONCAVE NORTHERLY RAVING A RADIUS or 914.93 FEET, AS SHOWN IN THE SOUTHERLY LINE OF, SAID 143.84 ACRE PARCEL or LAND, A RADIAL Of SAID CURVE FROM SAID POINT BEARS NORTH 1 DZURESS 00 MINUTES 23 SECONDS WEST; THENCE WZSTEARLY 77.46 FEET ALONG SAID CURVE THROUCH A CENTRAL ANGLB OF 4 DEGREES 51 MINUTES 03 SECONDS TO A POINT ON A LINTS PARALLEL WITH AND 95.00 FEET NTORTHNESTERLY, MEASURED AT RIGHT ANGLES, FROM THE COURSE REREINBZFORE DESCRIBED AS "SOUTH 46 DECREES 09 MINUTES 43 SECONDS WEST, 193.34 FEET" AND ITS GOUTEMESTERLY PROLONGATION, SAID POINT ALAO SEING TILE TRUS POINT OF BEGINNING OF THrS DESCRIPTION' THENCE ALONG SAID PARALLEL LINE, NORTH 45 OZOR,ESS 09 MINUTES 45 SECONDS EAST°, 214.30 FEET TO A POINT IN THE NORTHEASTERLY BOUNDARY OF SAID LOT 12, THE SZOALZNSN OP SAID STRIP OP LAND SQL BE PROLONGED OR SHORTENED SO AS TO TERMINATE IN THE NORTKEASTERLY AND SOUTHEASTERLY BOUNDARIES OF SAID LOT 12. 13. COVENANTS# CONDITIONS AND RESTRICTIONS IN THE ABOVE RECORDED I NSTRVMEIRT RESTRICTIONIS, IF ,ANYv BASED ON RACE, COLORo RELIGION OR NATIONAL ORZGZNT ARE DELETED. 14. AN EASEMENT AFFECTING THE PORTION OF SAID LAND AND FOR THE PURPOSES STATED HEREIN F ARID INCIDENTAL VURPOSES, LAI FAVOR OF i CITY OF EL SEGUNDO, A 14UNIICIPAL CORPORATION (NO REPRESENTATION I9 MOE AS TO THE PRESENT OWNERSHIP Or SAID EASBMZNT) FOR a ROAD PURPOSE RECORDED d MAY 4, 1981 AS INSTRUMENT NO. 810445502 AFFECTS DESCRIBED AS FOLLOWS1 8514095 PAGE 09 337 9 2 4-\j 88331 1298334 � 7�8 'l�iJ�V ► I1F"lt,� � TZCOR "NYCE INGMWCE COMPASY OF CALIFORNIA THAT PORTION OF LOT 13 AS BROWN ON A MAY ENTITLED "PROPERTY OF SOUTHERN CALIFORNIA EDISON COM�ANY9 LTD.p MAP NO. 8" RECORDED IN BOOR 3r PAGSS 1 TO 7p INCLUSIVE Of OFFICIAL MSO9 IF THE OFFICS OF TEE COUNTY UCORDO OF SAID COUNTY p DESCRIBED AS rOLLOWS s PARCEL 18 A STRIP Or LAND 115.00 FEET WIDE LYING 64.00 DEET NORTHW28TERLY AND 3840 FEET SOUTHZASTERLY MEASURED AT RIGHT ANGLESp RESPECTIVELYp FROM THE FOLLOW= DESCRIBED LINEa BEGINNING AT THE 60UTHNASTSRLY TERMINUS OF THAT PARTICUZAR COURSE SHOWN AS "SOUTH 44 OEORSES 21 MINUTHS 07 SECONDS SAM 1303,78 POST" ALONG THE NORTHEASTERLY LINE OF RAID LOT 12p SAID COURSE ALSO SHM ON A MAP FILED IN BOOK 99 p FAGZ8 28 AND 38 OF RECORDS Or SLIP,VSy IN THE OFFICE OF SAID COUNTY RECORDERI THENCE NORTH 44 DEGREES 21 MINUTNS 07 SECONDS WESTp 139.00 .FEET ALONG SAID NORTHEASTERLY LIRE TO TER TRUE POINT OF BEGINNING? THENCS SOUTH 43 DEGRSE9 38 MINUTES 53 SECONDS WESTp 119,55 FEET TO THE SOUTHWESTIRLY LINE OF 0AX0 LOT 12. THE SIDELINES Or SAID q�j �STRIP � Or LAND SRML ®S PROLOAGED OR SEORTINED SO AS TO TERMINATE IN SAID SOUTHWESTERLY LXXX. PARCEL Zs THAT PORTION OF LOT 12 AS SHOWN ON A M&P ENTITLED "PROPERTY OF SOUTMIX CALIFORNIA EDISOLI COMPANY9 LTD,, ASAP NO. 8" RECORDED IN BOOK 3, PAGES 1 TO 7, INCLUSIVSp OF OFVXCIAL DAPS, IN THE OFFICE OF TRS COUNTY RECORDEA OF SAID COU T, DESCRIBED AS POLLOi99s BEGINNING AT THE NORTHERLY CORNER OF THE ABOVE DESCRIISED PARCEL 11 THENCE ALONG THE NORTHWESTERLY LINE Or SAID PARCEL If SOUTH 45 DEGREES 38 MINUTES 53 SECONDS WES'Tr 58.00 FEET TO A POINT OF CUSP WITS A 'TANGENT CURVE CONCAVE NORTHWESTERLY RAVING A RADIUS OF 75.00 FEST AND FROM MCH POINT A RADIAL BEARS NORTH 44 DEGARES 21 XXNUTES 07 SECONDS WESTi TACE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 50 DEGREES 38 MINUTES 56 SECONDS A DISTANCE OF 66,30 DEET TO THE NORTHEASTERLY LINE OF SAID LOT 121 THENCE SOUTH 44 DEGREES 21 MINUTES 07 SECONDS SAM 27.44 FEET, MORE OR LEM ALONG SAID NORTHEASTERLY LINE TO TRS POINT OF BEGINNING. PARCEL 31 THAT PORTIO] OF LOT 12 AS SHOWN ON A MAP ENTITLED "PROPERTY Or s®DTHERx CALIFORNIA EDIGON COMPANY, LTD. MAP NO. 8`4 RECORDED IN BOOK 3, PAGES 1 TO 7p INCLUSIVE, Or OFFICIAL m"s, IN THE OFFICE Or THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWSs BEGINNZNG AT THE EASTERLY CORNER OF TRE ASOVE DESCRIBED PARCEL, li 'THENCE ALONG THE SOUTHEASTERLY LINE OF SAID PARCEL 1, SOUTH 43 DEGREES 36 MINUTES 53 6ECONDO WEST, 51.01 FEET TO A POINT OF CUSP WITH A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 100.00 FEET AND FROM WHICE POINT A RADLAL BEARS SOUTH 44 DEGREES 21 MINUTES 07 SECONDS EAST; TRENCE EASTERLY ALONQ SAID CURVE THROUGH A CENTRAL ANGLE OF 30 SDOS 40 MINUTES 20 SECONDS A DISTANCE OF 53.53 FEET, TO THE NORTIREASTERLY LIME OF SAID LOT 12; THENCE NORTH 44 DEGREES 21 NXNUTES 07 SECONDS W98TF 13.99 FEET, MORE OR LESS, TO TRE POINT OF BEGINNING. 8914095 PAGE I0 338 49 2 4-1 REV 982?L 1905134 708 1560 wvgmwsol owzMaNg Am R90 SONS IN Tax Awv9 Rawlaso rNSUMTO 8514095 PAGE 11 21211 er "Mfonq 339 oot 2x'99 11439 MAWKINU. hoo ASSOCZATS3 INC, HIBIT PLOT 't'4' Ir 1 I.. 4r f01 PNV.VLL- 11. n x+Rf1M��dV�V1Y�lc fV�`� B'saltz ACA" 19ogp� sm;wr. 0 sootat*04¢a 2121 TOM EXHISIT "V 13to 88231 1355234 TICOR TI7CLE INSURANCE COMPANY OF CAW FORMA GGA ]_TEE NOo S 8514095 TITLE 0FVICZR A@ WILLIA149 r`gF. $400.00 82:rz'ggNcz CITY 4F EL SEOUNDO CO&V counsm 9rFECTIVS DATE; JULY 29, 1985 ASSURED i HURKo WILLZA14 & SORENSENJ L XA3%LI%'yl $25F000100 NATURE CSG AC IONi TO CONDEMN ppi� pp}}��yy��p�y�gTq�HS NECESSARY PARTIES DSrZNDANT IN AN ACTION TO CONDMIN ARE AS HSREZN STATED, 4 9 2 4 -Ij; 70$ 2121 TITLE TO T'RE ESTATE OR INTEREST REFERRED TO KEREINP AT THE DATE HEREOFe IS VESTED IN$ SOUTHERN CALZrORNIA EDISON COMPAMYo LTD. THE ESTATE OR INTEREST IN T'KE LAND HCREINAFTER DESCRIBED OR REFERRED TO COMED BY THIS GUARANTEE 10 A A'EE, EECEPTIONSs 1. ANY TAXES, BONDS OR ASSESSMENTS WILL BE REPORTED LATER@ 2. THE LIES OF SUMEMENTAL TAXES, IF ANY o ASSESSED PURSUANT TO THE PROVISIONS Or CSUTER 3.5 (CORMENCING, WITH SECTION 79 j OF THE REVENUE AND TAXATIO14 CGDE OF THE STATE Or CALIFORNIA, 3. r AN EASEMENT AFFECTING THE PORTION or SAID LAND AND FOR THE PURPOSES STATED HEAEINv AND INCIDENTAL PURPOSES, IN FAVOR OF : COUNTY Or LOS ANGELES { NO REPREGENTATZ014 13 HADE AS TO THE PRESENT OWNERSHIP OF SAID EASEMENT) FOR t YUBLIC ROAD AND HIGHWAY RECORDED DECEMER 9, 1913 IN BOOK 9670F PAGE 48 OF DEEDS AFFECTS s THE NORTHEM 20 FEE'S 8514095 PAGE 01 �Fl —41 "a 341 924 -VI 0.0 86231 1255214 G 706 TICOR TITLE INSURANCE COMPAR Off' CALIFORNIA w t'u i m�a s; 2121 " °^INillt 4. AN EASENZINT AFrICTXNG THE PORTION Or SAID LAND AND FOR THE PURPON98 STAT -20 RERSIMv AND INCIDENTAL PURPOSESp Its FAVOR OF s STATE OF CALIFO IA (IND REVRESENTATION 15 MADE AS TO THE PRESSNT OWNERSHIP OF SAID EASEMENT) FOR a PIPE LINES, PUBLIC UTILITIES: SPUR TRACK$ AND OAS PIPES RECORDED t IN BOOK 9840 PAGE 33r OFFICIAL RECORDS AFFECT$ s STREETS, ROANS AND ALLEYS S. THE INTEREST Or 600T'RERN GALZfORNIA EDISON CONVANY 18 SUBJECT TOO A MORTGAGE OR DEED OF TRUST DATED AS Or OCTOBER 1, 1923, EXECUTED ST SOUTHERN CALZF°ORNIA MOON CONVANYe A CORPORATION TO HARRIS TRUST AND SAVINGS B4NKO AN ILLaINOZO CORPORATIONv AND FACIrIC-S®OTHWZST TRUST AND SAVINGS SANKs WHICH HAS BEEN SUCCEEDED BY SECURITY- FIRST NATIONAL BANK OF LOS ANGEL ZS r A CORPORATION r TRDSTEEf TO SECURE AN IN1 UTZDNISS SVIDENCAD BY BONDGr AND ANY OTHER MOUNTO, PAYABLE UNDER THE TERMS THEREGIF', RECORDED NOVEMBER IS, 1923F IN 91309 2943 PA4E 1 OaOFFICIAL FICIAL RECORDS. /RyECORDS AND RE-RECORDED SEPTEMBER 161 15139 r IN BOOK 13715 VAGS 1 A CERTIFICATE OF RE -RECORDATION OF 8AID MORTGAGE OR DEED OF 'TRUST AND OF SUPPLEMENTAL INDENTURER, A. r Bs, C.@ AND D., HEREAFTER SHOWN WAS RECORDED 9EPTE iRER 13, 1919, IN 5009 16891 PAGE 160 Or OFFICIAL RECORDS, THE FOLLOWING INDENTURES SUPPLEMENTAL THERETO ARE FOUND OF RECORDi Asa DATED MARCH 1, 1927, RECORDED APRIL 11, 1927, IN BOOK 6634 PAGE 235 OF OFFICIAL RECORDS, AND RE-RECORDED SEPTEMBER 16, 1935 IN BOOK 0661 PAGE 78 Or OFFICIAL RECORDS. OFFICIAL /D7ATED APRIL PRI, 25e 1939? RNCORDXD APRIL 2'9, 1935, IN $009 13333 PAGE 352 4F MFR9� I1vIAL RXCORDS. C. DATED JUNE � 24 r 1,935, RECORDED JULY 1, 1935, IN BOOK 13416 PAGE 385 or OFFICIAL RECORDS. D. DATED SEPTEMBER 1v 1935, RECORDED SEPTEMBER 29, 1935, IN BOOK 13730 PACE 15 O6' OFFICIAL RECORDS. E. DATED AUGUST l5, 1939, RECORDED AUGUST 18, 1939, 88 16933 PAGE 164 or OFFICIAL RECORDS. F'. DATED AUGUST 21, 1939P RECORDED AUGUST 24, 1939, IN BOOK 16859 PAGE 146 Or OFFICIAL RECORDS. G. DATED SEPTZNBRR 1, 1940, RECORDED OCTOBER 15, 1940, IN BOOK 17933 PAGE 1 OF OFFICIAL IAL RECORDS . CERTIFICATE OF RE -RECORDATION Of SAID MORTGAGE OR DEED OF TRUST AND Of THE SUPPLEMENTAL INDENTURES ABOVE ENUMERATED WERE RECORDED AUGUST 16, 1043e IN BOOK 20215 PAGE 143 OF OF'F'ICIAL RXCORD9r AND MAY 12r 1947, IN BOOK 24610 PAGE I OF OFFICIAL RECORDS, A. DATED JANUARY 15, 1948, RECORDED JANUARY 21, 1949, IN BOOK 25876 PAGE 356, OF'F'ICIAL RECORDS. 8514095 PAGE 02 342 08331 1255224 a -..' 4" 1 ZI T1008 TITLE INSURANCE COMPANY OF CALIVORNZA r+ 6n�! //1�. qq��/D�}Aq�TE*�D ApUp��'�Gpy07�'S�qT�} IS r 1940, RSCOROOD AUGUST 18v 1940 IN $009 36958 PAGE I OV OrrICIAL RX1�p7�f�3VS q J. DATED rVERVARY 159 195le RECORDED rEBRUARY 81, 19511 IN BOOK 33036 PAGE 2 or OFFICIAL RMORD8 4 K. DATED AUGUST 159 1951v RECORDED AUGUST 299 1951; IN BOOK 37104 PACE 327 OF OTrICIAL RECORDS* 11 L. DATED AUGUST 15, 1953, RECORDED AVOUST Ho 1953, IN BOOK 42597 PAGE 1 OF OFFICIAL RECORDS, X. DOI�'1SD AyfUp�aq�UST 18, 1'954+ RECORDED AUGUST 1B, 1954t IH 5009 45342 PACE 1 Of OH PICZA91�4f�ORL DS, N. DATED AUGUST I5r 19560 RECORDED APRIL 17r 1956 ZN BOOK'30969 PAGE 60 OF OrFXCIAL RECOR00- 0. DATED A'EERU&RY 15r 19571 RECORDED PEERUAAY 101 1957, IN SOOK 03699 PAGE 8 OF OFFICIAL 1ECOR98. P. DATED JULY Iv v 1957 r RECORDED JULY 1, 1057F IN 800E 54939 PAGE 04 OF OFFICIAL RECORDS /Uq, ppgA/DyATED RECORDS, 15, 195° r RECORDED AUGUST 27F 1957p 8E 59451 PAGE 116 Or OFFICIAL ICIAL 6itidir7dRDS, A. DATOD AUGUST 15, 1958, RECORDED AUGUST 291 1958r IN BOOK D-196 PAIGE 106 OF OFFICIAL RECORDS, S. DATED JANUARY 15, 1960, RECORDED JANUARY 259 1960, IN BOOK T-1117 PAGE 165 Or OFFICIAL RECORDS, T. DATED AUGUST 15, 1960, RECORDED AUGUST 23a '1960, IN SOOK 0993 PACE 252 Or OFFICIAL RECORDS. U, DATED APRIL Ir 1961, RECORDED APRIL 4r 19611 IN BOOK 5-1741 PAGE 231 OF OFFICIAL RECORDS. V. DATED MAY�il�r 1902, RECORDED KAY lo 1962, IN BOOK 9-1126 PAGE 237 Of OFFICIAL RECORDS. W. DATSD OCTOBER 151 1962r RECORDED OCTOBER 30, 1962, IN BOOK 1-2673 PAGE 0731 OFFICIAL RECORDS. X. DATED MAY 159 1963, RZCDRDED MY 221 1963, IN BOOK T-3030 PAGE 470 OF OFFICIAL RECORDS. AA. DATED FEBRUARY 15, 1964v RECORDED FEBRUARY 2E, 1964, IN BOOK T-3540 PALE 20 OF OTFICIAL RECORDS, 3828, 8B. DATED FEBRUARY 1r 1965, RECORDZD FEBRUARY 9, 1965, IN BOOK D-2793 PAGE 418 OF OFFICIAL RECORDS r INSTRUMENT NO. 3447. CC. DATED FEBRUARY le 1965r RECORDED FEBRUARY 9r 1965, IN BOOK D-2793 PACE 8514095 PAGE 03 343 6$231 1259224 0 TICON TITLE INSURANCE COMPANY OF CALIVORNIA 443 OY OF'F'ICIAL RECOR176r IINI'STRLIMENT NO. 3440. P 4924-ip dD. BATED MAY It 1906? RECORDED MAY 11, 19661 IN ICK 0-3301 PAGE 210 OF c7PPICIAL RE-CORDSo INSTRUMENT NO, 2669. EE. DATED AUGUST 10e 19559 RECORDEO AUGUST 23, 1966? IN BOOK D-3406 PAGE691 OF OPPICIAL RECORDS? XASTRUMENT 2249, PP. DATED ;AUGUST l5r 1966? RSCOR09D AUGUST 23? 1966, IN BOOK 0-3406 PAGE 672 OF OFFICIAL RECOR09 v INSTRUMENT NO. 2290. 4 GG, //qq DATED KAY L? �1e96p7q? pRECOR�[q�pKgD MAY 10? 1967, IN BOOK D-9340 PAGE 706 OF OrFI sIAL RECORDS, INSTAUMENT NO, 2267% HH, OATED rZORUARY l i L950 r RECORDED FISRUARY 6, 19681- IN BOOK D-3906 PAGE 71 OF OFFICIAL RECOR08r IWSTRUMIENT NO. 1999. 11. DATED FEBRUARY lr 1969, RECORDED rEBRUARY 6, 1966 IN BOOK D-3000 PAGE 93 OF OrrICIAL RECORDS? INSTRUMENT NO. 20007 JJ- DATZD AUGUST 1r 19607 RZCOR®ED AUGUST 21, 1966? IN BOOK 893047 PAGE 651 OF OF'F'ICIAL RECORDS r INSTRUMENT NO. 1161. RX, DATED JANUARY 15, L969? RECORDED JANUARY 23r 1909? IN BOOK 094219 PAGE OIL OF OFFICIAL, RECORDS, INSTRUMENT NO., 2271. LL. OAT -ED JANUARY 151 1969? RECORDED JANUARY 23, 1969? IN BOOR 0-4199 PAGE 627 DP OTFII:SFL RICGRD6r INSTRUMENT NO. .2292. 8 e� I�gpy A �9 FAGS p H!. DATED OCT -OBER 1, 19691 RECOROXV OCTOBER 21? 19679 IN BOOK 0-4533 PAGE 5 OF OFFICIAL RECDRDE? INSTRUMENT NO, 1626. NN. DATED OCTOBER Lr L9599 RECORDED OCTOBER 21, 1969 IN BOOK D-4533 PAGE 19 or OF'E'ICiAL R,ECORDIv INSTRUMENT NO. 1027, CIO. DATED DECZMBER 1? 1970, RECORDED DECEMBER 3, 1970 IN BOOK 044906 PAGE 72 OF OFFICIAL RECORDS r INSTRUMENT NOP 2202. PP. DATED DErL:WE,ER It 1970E RECORDED DECEMBER 1, 1970 IN BOOK 0-4906 PAGE 90 Of OFFICIAL RECORDS, INSTRUMENT NO. 2203. QQ. DATED SEPTEMBER 15r 1971, RECORDED SEPTEMBER 21, 1971 IN BOOK `1'7213 PAGE 971 Or OFFICIAL RECORDS? INSTRUMENT NO. 2349. RR. DATOD SEPTZKBER 13, 1971? RECORDED SEPTEMBER 21? 1973. IN BOOM T 7214 PACE 31, OFFICIAL RECORDOr INSTRUMENT NO. 2390. SS. DATED AUGUST 15r 1972, RECORDED AUGUST L6, 1972 IN BOOK D@5560 PAGE 7260 OFFICIAL RECORDS INSTRUMENT NO, 2643 TT r DATED AUGUST 19F 1972t RECORDED AUGUST 16p 1972, IN BOOK D®5969 VAGE 715? WFICIAL RECORDS, INSTRUMENT NO, 2642. UU. . RECORDED FEBRUARY 1? 1974 IN BOOS( D668 PAGE 403 OFFICIAL RECORDS. Vv, RECORDED JULY 1? 1974 RECORDED IN BOOK D6350 PAGE 122 OFFICIAL RECORDS. $514095 PAGE 04 344 EXHIBIT "D" GOLF COURSE AND PREMISES IMPROVEMENTS 345 Exhibit D GOLF COURSE AND PREMSIES IMPROVEMENTS GOLF COURSE IMPROVEMENTS Lessee and a Task Force appointed by the City Council shall work together and reasonably cooperate for purposes of preparing a preliminary and conceptual design of the following golf course and clubhouse improvements to be presented to the City Council for approval consistent with the Lease provisions. The final design shall be consistent with the conceptual design. During the course of design and ultimate construction, a "standard of quality" shall be maintained throughout the newly constructed facility as mutually agreed upon by both parties. The use of the word "Quality" in this agreement is intended to mean that the building, building materials and furnishings shall convey design interest and coordination, craftsmanship and use of durable and visually attractive finishes and materials. With respect to the design of the improvements to the course itself, "Quality" is intended to mean that, in consultation with an approved golf course architect, the safety of the facility shall be maintained or improved, that the level of difficulty in playing the course shall be maintained or improved. In both the case of the buildings and the course improvements, the City's intent is that they shall be of the same, or better quality than what currently exist. This exhibit contains photos of the existing facility as examples of the current level of quality. The facility is intended to be in "turn -key" condition at the time of completion meaning that the Lessee shall provide a facility that is furnished and ready for operations. ➢ Construction of new pro shop at approximately 2,500 square feet interior usable/lease able area. Detailed below are some of the key building improvements anticipated: o Facilitv Generallv — Facility shall include a security camera system that provides surveillance of the interior and exterior of the facility to the satisfaction of the ESPD. o Limited Golf Shop Area/Starter Desk — The newly constructed structure shall contain a segregated area for a pro -shop and starter/check-in desk as one combined unit. Generally, this facility will be equipped with sufficient desk space to facilitate placement of a computer, phone and cash register with desk space providing glass surfaces such that display shelving is readily accessible by employees and for display of soft goods as a part of pro -shop operations. This facility will include internet and phone cabling along with standard electrical outlets installed as provided for in the latest version of the California Building and Electrical Code. There will be sufficient space for both the retail storage and display of retail goods within the pro shop. 346 o Restrooms — separate male and female restrooms, fully ADA compliant to specifications that are current as of construction year. Restrooms shall contain the amount of fixture units consistent with city code and capacity for the facility and be consistent with the existing clubhouse (including installation of soap dispensers, hand drying devices and trash enclosures). Restrooms shall be accessed from the interior of the newly constructed facility. o Management Office — within the described (structure) a separate office for management operations shall be included. This office shall include a door and adequate space for a wall safe as required by current permitting policy. o Cafe/Bar with seating area — The facility shall be sufficiently constructed to include wiring for sound and wi-fi capabilities. Additionally, televisions of sufficient size (55") shall be included and mounted on the interior and potentially on the exterior patio areas. Exterior television equipment shall be constructed with exterior placement/waterproof integrity. Indoor snack bar portion of facility shall consist of sufficient square footage to maintain and operate a small commercial kitchen with equipment, such as a commercial grade reach -in freezer and cooling units, a three compartment sink, mop closet, griddle (with grill), microwave, dishwasher and/or fryer. New facility shall also contain sufficient space for and include an ice making machine and soft drink dispenser (typically vendor provided) as well as a counter with sufficient space to refrigerate and serve numerous beer choices. All equipment shall be included and will be further outlined through the collaborative efforts with the Taskforce during the design process. Dining area should be able to accommodate 20-30 guests and in accordance with established LA County Health Department guidelines. o To the extent practical, all equipment that is in good repair at the existing facility, not past its useful life shall be utilized and installed at the new facility. o Outdoor patio space with seating area — Outdoor space shall include hard floor surfaces (i.e. concrete or other approved material) and maintain position directly adjacent to the snack bar entry. Generally this will be at least 750 square feet with some or all the area covered. The Covered outdoor area shall be of sufficient size to accommodate adequate seating for 15-20. The balance of outdoor dining area (which may not be covered) shall accommodate seating for at least an additional 20-35 This area shall also be equipped with appropriate space heaters, lighting and outdoor furniture/seating. 347 ➢ Construction of a practice putting green and practice chipping/bunker area with the putting green surface area being no less than 4,500 square feet with the intent being that the area shall be the maximum allowable by the physical constraints of the site. Prior to construction, the existing putting green surface area shall be given sole and exclusive priority to the golf course putting green. Any remainder putting green may be utilized as a putting green within the TopGolf site. ➢ Screening poles and safety netting will be installed to ensure the safety of golfers, the public, automobiles, and surrounding properties and rights of way per golf course architect recommendations ➢ Golf course modifications: o Upon completion of construction, the golf course with described improvements shall maintain or increase in degree of difficulty compared to its current condition. The approved Golf Course Architect shall provide an assessment of difficulty of the course before and after; Lessee will maintain and or improve the difficulty of the golf course. o The overall final design of the golf course after modifications shall maintain a level of safety consistent or safer than existing conditions. For the purposes of determining golf course safety, the golf course architect will determine the degree of safety through the use of industry -accepted guidelines including dispersion analysis and assumptions that 90% of golf shots are within 14 degrees from the intended target line in any given golf hole. o The course shall have a minimum of one Par 4 hole. While no specific definition has been established in yardage for distinguishing a range for a Par 4 hole, effective length as defined by the USGA in conjunction with consultation by a golf course architect shall prevail. In general, a Par 4 is considered to maintain yardage with a range of 230-270 yards. In developing yardage, the Lessee and City will maintain an objective approach while providing flexibility. o Construction of new Hole #1 tee box. o Construction of new Hole #2 green and bunkers. o Construction of new Hole #3 green, bunkers and tee box. o Hole #3 will be redesigned in such a fashion to maintain a minimum Par 3 and incorporate the northern body of water feature. o Construction of new Hole #5 tee box. o Construction of new Hole #8 tee box. o Construction of new Hole #9 green, bunkers, and tee box. o Where possible, the existing tee boxes shall be leveled and lengthened. Lessee shall make every effort (within the project scope and budget) in consultation with an approved golf course architect (approved mutually by the Lessee and City), to expand tee boxes. The intention of this effort is to increase yardage from tee boxes to holes to achieve the yardage for a nine hole course within the footprint as possible. The total current yardage of play for the existing nine -hole course is approximately 1,340 yards from the white tee line (Men's). o Lessee to add bunkers and/or sand traps to the north side of hole number 8 with the intention of increasing speed of play. Placement, sizing and number of bunkers and/or sand traps will be based upon approved golf course architect recommendations. o When possible, Lessee shall utilize existing and available poles and netting not otherwise repurposed by TopGolf project. o Lessee shall install lighting on the golf course to allow for night time play on the course. 349 PREMISES IMPROVEMENTS • Construction of the Top Golf Driving Range and Facility in accordance with Sections 4.1 and 12.1 of the Lease. • Replacement/relocation of the existing net poles with the Top Golf required poles, which will adhere to all building and safety codes, SCE safety standards and other applicable safety standards. Any/all poles not specifically used in the construction of the TopGolf facility shall be repurposed, to the extent possible, for the golf course modifications. • Expansion of the existing parking which shall extend over the area where Hole #1 is currently located on the golf course and provide adequate parking per city code. During the design process, the City shall determine the number and location of parking spaces that will be reserved (during the hours of operation of the Lakes) for patrons of the Lakes golf course, consistent with Section 5.4 of this Lease and subject to the terms and conditions of the approved Required Project Entitlements (as defined in the Lease). Should parking conflicts arise after the commencement of joint use of the parking facility, the City and the Lessee shall mutually cooperate and work together to implement parking control measures to further reserve parking spaces by use of patrons of the Lakes. 350 EXHIBIT "E" PERMITTED EXCEPTIONS [TO BE FINALIZED AND ATTACHED WITHIN 60 DAYS FROM THE COMMENCEMENT DATE] [TO BE INSERTED BEFORE EXECUTION] 351 EXHIBIT "F" FORM OF MEMORANDUM OF LEASE 352 Recording Requested By, and When Recorded Return To: City of EI Segundo Attn: City Clerk 350 Main Street EI Segundo, CA 90245 MEMORANDUM OF LEASE This is a Memorandum of Lease made and entered into as of this day of , 20_, by and between the CITY OF EL SEGUNDO, a general law city and municipal corporation (hereinafter "Lessor") and ES CENTERCAL, LLC, a Delaware limited liability company (hereinafter "Lessee") upon the following terms: Lease. The provisions set forth in a written lease between the parties hereto dated (the "Lease"), are hereby incorporated by reference into this Memorandum. 2. Leased Premises. The Premises which is the subject of the Lease is more particularly described in Exhibit "A-1" attached hereto. 3. Commencement Date of Lease. The Lease shall be deemed to have commenced , 20 , as set forth within the terms of the Lease. 4. Term. The Basic Term of the Lease shall be twenty years from the Permises Turnover Date, as set forth and further defined in the Lease. Lessee shall have six successive options to extend the term of the Lease, each for a separate additional period of five years from the date upon which such term would otherwise expire. 5. Duplicate copies of the originals of the Lease are in the possession of the Lessor and Lessee and reference should be made thereto for a more detailed description thereof and for resolution of any questions pertaining thereto. The addresses for Lessor and Lessee are as follows: LESSOR: City of EI Segundo 350 Main Street EI Segundo, CA 90245 LESSEE: ES CenterCal, LLC: 1600 East Franklin Street EI Segundo, California 90245 Attn: Fred W. Bruning and Jean Paul Wardy With a copy to: ES Centercal, LLC 1600 East Franklin Street EI Segundo, California 90245 Attn: Sean Dennison 353 6. Purpose. It is expressly understood and agreed by all parties that the sole purpose of this Memorandum of Lease is to give record notice of the Lease; it being distinctly understood and agreed that said Lease constitutes the entire lease and agreement between Lessor and Lessee with respect to the Leased Premises and is hereby incorporated by reference. The Lease contains and sets forth additional rights, terms, conditions, duties, and obligations not enumerated within this instrument which govern the Lease. This Memorandum is for information purposes only and nothing contained herein may be deemed in any way to modify or vary any of the terms or conditions of the Lease. In the event of any inconsistency between the terms of the Lease and this instrument, the terms of the Lease shall control. The rights and obligations set forth herein shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease as of the date first hereinabove mentioned. CITY OF EL SEGUNDO ("Lessor"): ES CENTERCAL, LLC ("Lessee"): By: By: Name: Name: Title: Title: A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, (insert name and title of the officer) 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 signature(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) 354 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On before me, (insert name and title of the officer) 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 signature(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) 355 EXHIBIT A-1 (Legal Description of the Leased Premises) IN THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING THAT PORTION PARCEL 1 OF PARCEL MAP NO. 17749 AS PER MAP FILED IN BOOK 207, PAGES 56 THROUGH 60, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE MOST EASTERLY CORNER OF SAID PARCEL; THENCE ALONG THE EAST LINE OF SAID PARCEL NORTH 44°20'30" WEST, 301.26 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID EAST LINE ALONG THE FOLLOWING SEVEN (7) COURSES 1. SOUTH 81°23'50" WEST, 86.36 FEET; 2. SOUTH 36°34'02" WEST, 49.32 FEET; 3. SOUTH 81°23'50" WEST, 491.83 FEET; 4. SOUTH 26°06'34" WEST, 4.80 FEET; 5. SOUTH 82°50'24" WEST, 85.69 FEET; 6. SOUTH 30°00'00" WEST, 33.73 FEET; 7. SOUTH 90°00'00" WEST, 217.98 FEET TO THE WEST LINE OF SAID PARCEL 1. TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JULY 18, 1995 AS INSTRUMENT NO. 95-1161504, OF OFFICIAL RECORDS. TOGETHER WITH THE LAND DESCRIBED IN THE GRANT DEED RECORDED JUNE 19, 1996 AS INSTRUMENT NO. 96-967352, OF OFFICIAL RECORDS. THE ABOVE DESCRIBED PARCEL CONTAINS 10.674 ACRES, MORE OR LESS. 356 EXHIBIT "G" PROTOTYPE FACILITY 357 Front Elevation EIFS-1 PAINT METAL -1 J J II Rear Elevation TILE - 1 TILE - 2 EIFS - 1 EIFS - 2 COMPOSITE PANELING METAL -2 LED FIELD LIGHT (TYP) METAL - 1 COMPOSITE PANELING EIFS-1 COMPOSITE PANELING METAL - 2 METAL - 3 Exterior Elevations 10 Topgolf METAL - 4 CURTAIN WALL TI PARAPET 1 EL: 157.7' Tr PARAPET EL, 15T•9' TI PARAF=E T c� EL. TI PARADE T EL, i33'•p' TI LPPER LEVEL PFLK RL, P9'•O' TI KOME LEVEL BECK EL: 1N'-0' •. 4[, LErkL SLAB EL, 40'-0' PAI NT (pria MEOW 11 PARAPET FL_ 57'-1' Tr PARAPET - Tr UPPER LEVEL OECc iEL= EL: 1781-0' Tr MCIDLE LEVEL VEM EL. Ik' V Tr GRO00 LEVEL 5LAB —0 ELF 100,-a 0' 16' 32' 64' PAI NT (pria Left Elevation METAL -1 METAL -4 TILE - 1 TILE - 2 EIFS - 1 EIFS - 2 COMPOSITE PANELING Tom, 10 METAL - 1 W PARAPET EL! W'-1' 11 PARAPET If PARAF'EI EL: 133'-Q' it i9'PER LEVEL Dug EL= Ira' -Q' V PADDLE Ltya DECK EL: IN'•0' T1 GRCOV L EVE L KAB EL: 09 -CP METAL - 2 METAL - 3 METAL - 4 Exterior Elevations Topgolf CURTAIN WALL 0' 16' 32' 64' PAI NT cgria rw, low',M OUTDOOR PATIO DP5 T'At 10 VESTIBULE 001 -4 E OAR LOBBY SEATO -IM] C Floor Plan - Ground Level Topgolf Y I •L_J I I •L — L - _J ELECTRICAL KITCHEN 7TCHEN RODM OFFICE 01S � 02! Y TRASH ROOM RM N ROOM NAME 9AG HITTING MEN'S 8EVERACE WOMEN'S OOMPUTER MAINTENANCE f 148 Sc, FT, STORAGE STORAGE 003 BAY ELEVATOR TOILET STATION TOILET HALLWAY ROOM MAINTENANCE OFFICE ON A �, OOT OK �® 023 072 1130 SO. FT, 003 Storage 68 SQ. FF. 004 Sag Storage GO SQ. FT, 005 Bar Seating 1603 SQ. FT, 006 Bar 333 SQ. FT, 007 Beverage Station 173 SQ. FT, 008 Men's Toilet �71 jj Women's Tollet 178 SQ. FT. wt liquor Storage 308 SQ. FT, 011 2�F} r",� LJ 012 Storage 451 SQ. FT. 013 OUTDOOR PATIO DP5 T'At 10 VESTIBULE 001 -4 E OAR LOBBY SEATO -IM] C Floor Plan - Ground Level Topgolf Y I •L_J I I •L — L - _J ELECTRICAL KITCHEN 7TCHEN RODM OFFICE 01S � 02! Y TRASH ROOM RM N ROOM NAME AREA (SQ. FT.) 001 Vestibule 148 Sc, FT, 002 Lobby 1130 SO. FT, 003 Storage 68 SQ. FF. 004 Sag Storage GO SQ. FT, 005 Bar Seating 1603 SQ. FT, 006 Bar 333 SQ. FT, 007 Beverage Station 173 SQ. FT, 008 Men's Toilet 178 SQ. Ff, 009 Women's Tollet 178 SQ. FT. OLD liquor Storage 308 SQ. FT, 011 Linen Storage 82 Sa FF, 012 Storage 451 SQ. FT. 013 Fire Riser Room 121 SQ. FT. 014 Hallway 448 SQ. FT. 015 Janitor Closet 25 SQ. FT. 016 Computer Roam 213 SQ. FT. 017 Boiler Room 87 SQ. FT, 018 Kitchen 1346 SQ. FT, 019 Electrical Room 203 SQ. FT. 020 Trash Room NOT INCLUDED - 449 SQ. FT. 021 Kitchen Office 102 SQ. FT. 022 Maintenance Office 124 SCI. FT, 023 Maintenance 1252 SQ. FT. Hitting Bay 3281 SQ. F7, 024 Hitting Bay Seating 4179 SQ. FT-, 025 NET Outdwr Patio GROUND LEVEL LISEABLE FLOOR AREA 5418 SQ. FT, Z1121 SQ. Fr. 0' 16' 32' 64' (pria HITTING BEMAGE t•!•;. BAY ELEVATOR H��O''��PPE""LLR__ SrTf--ATT�M� A 4 IL-1— -4 ►. I Lred � Ytf E i H wa'B WOMEN's SERVICE TOILET TOILET HALLWAY BAR 522 SQ, FT. IQ III OUT00OR TERRACE n Tom, Floor Plan - Middle Level 10 2.ET=OXu LOLWM ONNG 8 Evan KITCHEN HALLWAY SALES OFFICE 0 to 19 LII k — FIi Ll JL _ LIQ Jl Lk_J_ Wil; L��' _ J f T m� { I F,-� � J • Cll I J,• 1 BAGL=—T, ELECTRICAL WORK STORAGR HOW NAILLWAY ROOF[ OF'FI( pFFICE bT R 113 fly IK, T Topgolf 11 EMPLOYEE y • RMA ROOM NAME AREA (SQ. FT.) 100 Lounge 522 SQ, FT. 101 Dining 960 SCL FT, 102 Hopper 54 SO- FT. 103 Beverage5tation 120 SQ. FT, 104 Men's Toilet 180 SQ. FT, 105 Women's Toilet 180 S4, FT. 106 Storage 327 SQ. FT, 107 Bag storage 83 SQ. FT, 108 Janitor closet 22 SQ. FT, 109 FamIIV Toilet 55 SQ. FT, 110 Hallway 530 SQ. FT, 111 Service Bar 138 SQ, FT. 112 Kitchen 1966 SQ. F. 113 Hallway 157 SQ. Fr. 114 Electrical Room 132 SQ, Ff, 115 Work Room 513 SO. FT. 116 office 132 SQ. Fr. 117 Office 164 SQ. FF. 118 Employee Locker Room 281 54.. FT. 119 Event Safes Office 374 SQ.. FT, 120 Hallway 231 SQ. Fr. 121 Hitting Bay 3686 SQ. FT, Hitting Bay Seating 4360 SQ. FT, 122 Dutdor Terrace MMOLE LEVEL NET USEABLE FLOOR AREA 609 SQ, FT, 3S256 SQ- FT - 0' 16' 32' 64' (pria 1 _ BEVERAGE MEN'S WOMEWS HITTING EVERT EVERT FAMILY ELEVATOR HOPPER STATION TOM TOILET HALLWAY BAY SPACE SPACE TOLLET —c 2M 209 210 218 t6 716: 211 — 7- s{ I I i .i i Ell 1 71 w tal � J Li ROOF "A FAMILY WELLNESS JANITOR FAMILY ELECTRICAL TERRACE 2 SEATING JBISIORAGE T .ET Room CLOSET ELEVATOR TOL RALLWAY ROOM ail i0E 205 219 aGb ZI B 710 212 2H Floor Plan - Upper Level Topgolf RMS ROOM NAME AREA (SO, F7.) 201 Bar $eating 1339 SQ, FT. 202Bar 309 SCL FT. 203 Hopper 54 SM FT. 204 9everage Station 120 S4, FT. 205 Storage 730 SQ, FT. 206 Wellness Room 62 SO_ FT. 207 janitor Closet 27 S4, FT. 208 Men's Toile; 180 S4, FT. 209 Women's Toilet 180 SQ. FT. 210 Hallway 491 SM FT. 211 Family Toilet 62 54, FT. 212 Hallway 761 54, FT. 213 Sag Storage 118 SR FT. 214 Electrical Room 83 SQ, FT. 215 Event Spare 993 SQ. FT. 216 Event Spare 1092 SR, FT. 217 RoolTerrace 1364 M FT - Hitting Bay 4039 M FT. 218 Hitting Bay Seating 4559 SCL FT. 214 NET Family Toilet US EABLE FLOOR AREA 55 SQ, FT- 0' 16' 32' 64' (3ria POLYESTER BARRIER .......JERNETTING SYSTEM Nei . ,.qu i l 6) &01 7116"GALVANIZED HIGH NETTING COMPONENT" STRENGTH STRAND (TYP.)--\ -COLOR: BLACK HELICAL ANCHOR DIGITAL SCREENS 50'x34 (PER SORE ENI , 6"-02"DIA . 16"42"D Left Elevation 7116" GA LVANi ZED HIGH STRENGTH STRAND (TYP.)_____1 Right Elevation POLYESTER BARRIER I'm IIggY.�kD.Fem 7/16'GALVANIZED ) STRENGTHSTRAND HELICAL ANCHOR I 16"x30" DI Rear Elevation Tom, 16"-42" DIA. � 16"-42" DIA. -- 170'-0" 134'-0^-_-__ ---------II �L 16"-30"DIA. ' -- 16"-36"DIA. 170'-0" 150'-0" 130'-0" -- 110-0-- 901-0" 7/16"GALVANIZED HIGH r� STRENGTH STRAND (TYR) 16"42"DIA. 16"-36"DIA. 16'-30" DIA. ---------- ------ -----" 16"-42" DIA. -L 16"-02"DIA. 17DAY 1" 1" T16"GALVANIZED HIGH STRENGTH STRAND (TYP.) 50'x30• (PER SCREEN) 16"-42"DIA, FHELICAL ANCHOR 16"x30"DIA. Net Pole Elevations Topgolf POLYESTER BARRIER NETTING SYSTEM 7116" GALVANIZED HIGH STRENGTH STRAND (TYP.1 HELICAL ANCHOR DIGITAL SCREENS AO'x30'(PER SCREEN) 16"-42" DIA. 16"-42" DIA. -` _ .......JERNETTING SYSTEM _ NETTING COMPONENT" -COLOR: BLACK -POLYESTER NETTING: 1"MESH SIZE _ -LONG STITCH KNOT LESS JOIN �''�`� -RESIN DYEAND BONDING TREATM ENT ` -1163 LB. AVERAGE SINGLE MESH BREAK STRENGTH ATTACHMENTTWINE/HANGING TWINE: 448 BRAIDED POLYESTE R TWI N E -375 LB. TE NSI LESTRENGTH -DYE TREATE D PERTMETEn llonow n1�rr&RIB-LINE/V '\ ERTICAL5: -3/8"BRAIDED SYNTHETIC COVER -PARALLEL SYNTHETIC CORE -3,500 LB. TENSILE STRENGTH NETTING POLE LIGHTGRAY c9ria k. d � I I I FRONT ELEVATION: 20,610 5F. TOTAL EXTERIOR WALL GRAPHIC: 480 SF. TOTAL = 2.3% OF ELEVATION �r 42'-0" 5'-3" EXTERIOR SIGN: 220.5 SF.TOTAL = 1.1 % OF ELEVATION FRONT ELEVATION SIGNAGE: EXTERIOR SIGN: (480 SF. + 220.5 SF.) 120,610 SF. = .034 FRONT LIT CHANNEL LETTERS MOUNTED TO BUILDING 3.4% TOTAL OF FRONT ELEVATION FONT: TOPGOLF APPROVED TYPEFACE FACE: 3116" 7328 WHITE POLYCARBONATE FACE W/ ARLON 2114 TRANS. BLUE VINYL SKIN 1" WEEDED OUTLINE RETURNS: 6" .063 3003 H14 ALUM. RETURNS TRIM CAPS: 2" SILVER JEWELITE TRIM CAPS BACKS: .063 WHITE ALUMINUM PAINTED SILVER EXTERNAL GUSSETS: 118" 5052 ALUMINUM W/ 2" FLANGES ON ALL SIDES INTERNAL GUSSETS: 118" 5052 ALUMINUM CUT TO LETTER SHAPE AT BOTTOM ANCHORS: 318" DIA X 5" GALVANIZED LAG BOLTS ILLUMINATION: WHITE LED5-GO03 6-7000K MOUNTING: MOUNTED TO BUILDING W/ NON -CORROSIVE HARDWARE AND CUSTOM GUSSETS AS REQUIRED. ALL PENETRATIONS SEALED W/ CLEAR SILICONE. DRILL POWER HOLES AND ATTACH GUSSETS IN THE FIELD, PROVIDE SS BOLTS EXTERIOR WALL GRAPHIC: SHIELD ART CRAFTED IN EIFS. Exterior Signage -Front Elevations ri Topgolf G 'z P LEFT ELEVATION: 7,222 SF. TOTAL G L y-6" EXTERIOR WALL GRAPHIC: 228.8 SF.TOTAL LEFT ELEVATION SIGNAGE: 228.8 SF. 1 7,222 SF.=.032 3.2% OF LEFT ELEVATION Exterior Signage EXTERIOR WALL GRAPHIC: SHIELD ART CRAFTED IN EIFS. - Left Elevation Topgolf (3ria TOPGOLF I XI -N- _Z7 13 TOPGMull "'ti Exterior Perspective Topgolf a 111,+ 1 y 1 000 N i p z 4 rAV -�~ 17 .• • � ar 1 �� � 1 ���1 rJ; __ � - _ �„�. I 1 .�,�:�►�a '�;.' . mom. %a .r TOR w � � HD SPECTACULAR DIGITAL SCREENS Topgolf will feature two HD screens at the back of the golf fairway. FEATURES • Content can be animated or static • Dimensions: 50'x30' (per screen) • Aspect Ratio: 16:9 • Rotations: 2 minutes Topgolf Digtial Screens Topgolf TOPGOLF FAIRWAY VIEW I HO SPEC Topgolf Digtial Screens Topgolf (3ria AF7 EXHIBIT "H" FORM OF GUARANTY 374 GUARANTEE AGREEMENT THIS GUARANTEE AGREEMENT (this "Guaranty") is executed and delivered as of the day of , 2019, by TG Holdings I, LLC, a Delaware limited liability company ("Guarantor"), a wholly owned subsidiary of Topgolf International, Inc., a Delaware corporation, whose address is 8750 N. Central Expressway, Suite 1200, Dallas, Texas 75231 for the benefit of the City of El Segundo (referred to herein as "City" or "Lessor"). A. Pursuant to that certain Due Diligence and Ground Lease Agreement entered into on or about , 2019 (the "Lease") by and between ES Centercal, LLC, a Delaware limited liability company (referred to herein as the "Company" or "Lessee") and the City, and subject to the terms and conditions set forth in the Lease, as may be amended in writing from time to time, the Company has agreed to lease the Premises, subject to the Conditions Precedent set forth in the Lease, and operate a driving range and other facilities on the Premises and pay Rent to City as well as perform other obligations under the Lease during the Operating Period. B. TopGolf USA El Segundo, LLC ("TG El Segundo") is an affiliate of Guarantor and is contemplated as being a sublessee of the Company and it is one of the Conditions Precedent under the Lease that TG El Segundo become the sublessee under a Ground Sublease with Company covering the Premises (the "Sublease"). C. On about the date that the City and Lessee entered into the Lease, the City and TG El Segundo entered into that certain Management Agreement relating to the management and operation of the Golf Course (the "Golf Course Management Agreement"). D. As a condition precedent to the Premises Turnover Date and commencement of the Basic Term of the Lease, Guarantor is required to execute and deliver this Guaranty to the City. E. Capitalized Terms used herein and not otherwise defined shall have the respective meanings given such terms in the Lease. NOW THEREFORE, in consideration of the Lease, and for other good and valuable considerations the receipt and sufficiency of which are hereby irrevocably acknowledged by the Guarantor, the Guarantor agrees as follows: 1. THE GUARANTY. Upon satisfaction or waiver of all Conditions Precedent in accordance with the Lease and the occurrence of the Premises Turnover Date and commencement of the Basic Term of the Lease, Guarantor hereby guarantees all of the following obligations: (a) The obligations of Lessee under the Lease with regard to the operation of the Premises by TG El Segundo or other permitted Operator under the Lease and payment of Rent during the Operating Period as defined in the Lease. (b) The obligations of the Lessee under the Lease with regard to (i) the completion of the Premises Improvements or the return of the Premises to the same or 375 better condition as the Premises existed prior to the Commencement Date ("Premises Construction Obligations") and full payment of all costs and expenses of every kind whatsoever associated with such completion of the Premises Construction Obligations including all loss, cost, damage, liability, claim or expense the City may suffer by reason of mechanic's liens or similar claims or by reason of TG El Segundo's or Guarantor's failure to complete the Premises Construction Obligations ("Premises Project Costs"); (ii) all costs, expenses, damages, losses and other amounts for which the City may become liable as a consequence of or in connection with TG El Segundo's or Guarantor's completion of or failure to complete the Premises Construction Obligations or, when so obligated, to cause the Premises to be are returned to the City to the same or better condition as the Premises existed as of the Premises Turnover Date pursuant to the terms and conditions of the Lease, and (iii) if the City exercises its right under this Guaranty to take over construction of the Premises Improvements, to reimburse City for all costs and expenses incurred by City in taking over construction of the Premises Improvements and completing construction of the Premises Improvements. (c) The obligations of Lessee under the Lease with regard to (i) the completion of the Golf Course Improvements or the return of the Golf Course to the same or better condition as the Golf Course existed prior to the Commencement Date ("Golf Course Construction Obligations" and together with the Premises Construction Obligations, collectively, the "Construction Obligations") and full payment of all costs and expenses of every kind whatsoever associated with such completion of the Golf Course Construction Obligations including all loss, cost, damage, liability, claim or expense the City may suffer by reason of mechanic's liens or similar claims or by reason of the Lessee's or Guarantor's failure to complete the Golf Course Construction Obligations ("Golf Course Project Costs" and together with the Premises Project Costs, collective, the "Project Costs"); (ii) all costs, expenses, damages, losses and other amounts for which the City may become liable as a consequence of or in connection with Lessee's or Guarantor's completion of or failure to complete the Golf Course Construction Obligations or, when so obligated, to cause the Golf Course to be are returned to the City to the same or better condition as the Golf Course existed as of the Premises Turnover Date pursuant to the terms and conditions of the Lease, and (iii) if the City exercises its right under this Guaranty to take over construction of the Golf Course Improvements, to reimburse City for all costs and expenses incurred by City in taking over construction of the Golf Course Improvements and completing construction of the Golf Course Improvements. (d) The obligation of TG El Segundo to pay Liquidated Damages (as defined in the Golf Course Management Agreement) if and when required by the Golf Course Management Agreement. (e) Notwithstanding any other provision in the Lease or this Guaranty, recognizing that Lessee, Guarantor and TG El Segundo all have various contractual obligations that they have entered into by and between themselves to which the City is not a party and that the City has limited rights or no rights to enforce, in the event that (i) Guarantor enters into the Sublease, (ii) Guarantor executes and delivers this Guaranty to the City, and (iii) Lessee delivers to the City the Due Diligence Acceptance Notice as 376 provided for in the Lease, then unless Guarantor within five (5) business days of issuance of the Notice of Acceptance provides written notice to the City that it has withdrawn this Guaranty, Guarantor is deemed to have waived any rights it might have under the Lease or this Guaranty, or in law or equity, to assert that the Guarantor's obligations under this Guaranty have in any way been altered or diminished. Receipt of the Due Diligence Acceptance Notice by the City shall be deemed notice to the City that TG El Segundo and Lessee have entered into the Sublease. (f) Guarantor waives the right to claim any defense to performance of any of its obligations under this Guaranty based on a claim that Lessee has failed to perform under the Lease or any other agreement, nor may Guarantor claim a failure to perform by Lessee under the Lease or any other agreement as a defense to a default by Guarantor under this Guaranty. Except as expressly provided to the contrary in Section 18.1.4 of the Lease, (i) Guarantor covenants and agrees that no assignment of the Lessee's interest as Lessee under the Lease or any other assignment or sublease permitted by the Lease shall release Guarantor from any of its obligations hereunder; and (ii) Guarantor covenants and agrees that no assignment of TG USA El Segundo's interest as sublessee under the Sublease shall release Guarantor from any of its obligations hereunder. 2. IMPROVEMENTS BY GUARANTOR AND THE CITY'S OPTION TO COMPLETE THE PROJECT. At the Lessor's election as to the timing of making a demand (following the expiration of any applicable notice and cure period), if the Premises Improvements or Golf Course Improvements (collectively, the "Improvements") have not been completed within [twelve (12)] months of the Premises Turnover Date (subject to Force Majeure as defined in Section 30 of the Lease or delays caused by the Lessor), or if there are material delays with construction of the Improvements such that the Lessor has a good faith, reasonable belief that the Improvements will not be completed within such period except for delays caused by Force Majeure as defined in Section 30 of the Lease and except for delays caused by the Lessor, then the Lessor shall make written demand on Guarantor to so complete the same and to honor all of the obligations set forth in Section 1 of this Guaranty. Such notice shall include the following verbiage: "THIS NOTICE OF DEFAULT IS BEING SENT PURSUANT TO SECTION 2 OF THE GUARANTY, AND IF GUARANTOR FAILS TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS OF ITS RECEIPT OF THIS NOTICE, OR IF GUARANTOR HAS NOT COMMENCED SUCH CURE WITHIN SUCH TEN (10) DAY PERIOD AND IS DILIGENTLY PROSECUTING THE SAME TO COMPLETION, THEN LESSOR MAY EXERCISE SELF HELP RIGHTS UNDER SECTION 2 OF THE GUARANTY" If, following receipt of any such notice, Guarantor or TG El Segundo fails diligently to commence and/or continue performance of the Improvements to completion as required under the Lease, the Lessor in its sole and absolute discretion, at any time thereafter, shall have the right to complete the Improvements or return the Premises to the same or better condition as such existed prior to the Premises Turnover Date, either before, during or after the pursuing of any other remedy of the Lessor against Lessee and/or the Guarantor, and expend such sums as the 377 Lessor in its sole and absolute discretion deems proper in order to complete the Improvements pursuant to the requirements of the Lease. In such event, the Guarantor shall fully and promptly reimburse and repay Lessor for all costs and expenses incurred by Lessor and such shall not relieve Guarantor from performing any or all of its additional obligations set forth in Section 1 of this Guaranty. Any amounts payable by the Guarantor shall be payable on demand, with such amounts bearing interest from and after the date incurred by the City until paid as provided in Section 3 hereof. 3. INTEREST ON UNPERFORMED OBLIGATIONS. The Guarantor agrees to pay to Lessor interest at the interest rate of 5% per annum on the amounts advanced by Lessor pursuant to Section 2. Such interest shall be payable for the period commencing with each such advance by Lessor. 4. REPRESENTATIONS AND WARRANTIES. The Guarantor makes the following representations and warranties to the City to the best of Guarantor's knowledge and the Guarantor acknowledges that the City intends to enter into the Lease in reliance thereon: (a) The Guarantor is not in default under any agreement to which it is a party, the effect of which will materially impair performance by the Guarantor of its obligations pursuant to and as contemplated by the terms of this Guaranty. Neither the execution and delivery of this Guaranty nor compliance with the terms and provisions hereof (i) will violate any presently existing provision of law or any presently existing regulation, order, writ, injunction or decree of any court or governmental department, commission, board, bureau, agency or instrumentality applicable to Guarantor; or (ii) will conflict or will be inconsistent with, or will result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under (with an effect that will materially impair performance by the Guarantor of its obligations pursuant to and as contemplated by the terms of this Guaranty) any indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind that creates, represents, evidences or provides for any lien, charge or encumbrance upon any of the property or assets of the Guarantor, or any other indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind to which the Guarantor is a party or by which any of the property of the Guarantor may be subject to, in the event of any such conflict, the required consent or waiver of the other party or parties thereto has been validly granted, is in full force and effect and is valid and sufficient therefor; (b) There are no actions, suits or proceedings pending or threatened against the Guarantor before any court or any governmental, administrative, regulatory, adjudicatory or arbitrational body or agency of any kind that will (if adversely determined) materially adversely affect performance by such Guarantor of its obligations pursuant to and as contemplated by the terms and provisions of this Guaranty; (c) Guarantor is a duly organized, validly existing limited liability company under the laws of the State of Delaware and is in good standing in the States of Delaware 378 and California, and has requisite authority to execute, deliver and perform its obligations under this Guaranty pursuant to the terms and provisions of this Guaranty and has executed and delivered this Guaranty pursuant to proper authority duly granted; (d) The Guarantor is deriving a material financial benefit from the entering into of the Lease by the Company, and Lessor has given sufficient consideration to the Guarantor by entering into the Lease; and (e) Each obligation under this Guaranty is legal, valid, binding and enforceable against the Guarantor in accordance with its terms, subject at all times to matters of bankruptcy and insolvency and other laws affecting the enforcement of creditors' rights. 5. COVENANTS. The Guarantor agrees and covenants that: (a) No payment or performance by the Guarantor under any provision of this Guaranty shall entitle the Guarantor, by subrogation to the rights of the City or otherwise, to any payment from or rights in any applicable bonds, title insurance certifications, commitments or indemnities or other security held by or for the benefit of the City in connection with the Improvements, until all of the Construction Obligations have been discharged in full; provided nothing herein shall constitute a waiver of the right of subrogation of the Guarantor after discharge in full of such obligations. (b) The liability of the Guarantor shall in no way be affected, diminished or released by any of the following: (i) any extension of time or forbearance that may be granted by the City to Lessee or to the Guarantor; (ii) any waiver by the City under the Lease; (iii) any change or modification in the Lease (subject to the provisions of (c) below); (iv) the acceptance by the City of additional security or any increase, substitution or changes therein; (v) the release by the City of any security or any withdrawal thereof or decrease therein; (vi) the failure or election by the City to pursue or not to pursue any remedies it may have against the Guarantor or against Lessee or any of the members of the Lessee under the Lease; (vii) any failure by Lessee to provide Guarantor or any other party written or other notice as may be required under the Lease; or (viii) the exercise of any extension of time or other option for performance or, except as set forth in Section 18.1.4 of the Lease, assignment of obligations specifically set forth in the Lease. (c) Lessor may at any time enter into agreements with the Company, or its successors or assigns, to amend and modify the Lease, but such amendments or modifications shall not be binding on Guarantor without Guarantor's consent thereto if such materially affects to Guarantor's detriment its obligations or liabilities under this Guaranty. (d) Nothing contained herein or otherwise shall prevent the City from pursuing concurrently or successively all rights and remedies available to the City pursuant to any document or agreement or in law or in equity and against any persons, firms or entities whatsoever (and particularly, but not by way of limitation, the City may 379 exercise any other rights available to it under the Lease or any other agreement or security instrument), and the exercise of any of its rights or the completion of any of its remedies shall not constitute a discharge of the Guarantor's obligations hereunder, it being the purpose and intent of the Guarantor that, subject to the terms and provisions of this Guaranty, its obligations hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. (e) The liability of the Guarantor hereunder or any remedy for the enforcement thereof shall in no way be affected by (i) the release or discharge of the Company, or any member of the Company, in any creditors', receivership, bankruptcy or other proceedings, (ii) the impairment, limitation or modification of the liabilities of the Company or any member of the Company under the Lease or of any remedy for the enforcement thereof, or of the estate of the Company or any such member in bankruptcy, resulting from the operation of any present or future provision of the federal bankruptcy act or other statute or from the decision in any court, (iii) the rejection or disaffirmance of the Lease in any such proceedings, (iv) cessation from any cause whatsoever of the liability of the Company or any such member to the City, or (v) any defense, current or future, of the Guarantor to any action, suit or proceeding at law or otherwise, that may be instituted on this Guaranty other than one based upon nonfulfillment by the City of a material obligation to be performed by the City pursuant to this Guaranty, the Lease or the Golf Course Management Agreement. (fj Guarantor shall at all times during the term of this Guaranty maintain a net worth of not less than $25,000,000.00. On or before May 1St of each calendar year, Guarantor shall deliver to the Company a copy of Guarantor's unaudited financial statements for the previous calendar year (herein called the "Financial Statements"), which such Financial Statements shall be certified as true and correct by Guarantor's CFO or Controller. The Company agrees to give the City written notice of the receipt of the Financial Statements within five (5) business days after receiving them (the "Company Notice"), and the City shall have ten (10) business days after receipt of the Company Notice to send one or more representatives to review the Financial Statements in the corporate office of the Company. In no event shall the City or the Company copy or duplicate the Financial Statements or remove the Financial Statements from the corporate office of Company and in no event shall the Financial Statements become part of the City's public record. Except as required by law, City agrees not to divulge to any person or persons, firm or corporation, any information contained in the Financial Statements (the "Financial Information") except to the extent necessary, to City's attorneys, accountants (and other professional advisors). If the City receives a request for the Financial Information it shall immediately notify Guarantor of such request and if the City determines the information requested is a matter of public record then the City shall immediately notify Guarantor in writing of such determination and deliver to Guarantor copies of all correspondence received by the City relating to such request. If Guarantor provides written notification to the City within five (5) business days that it disagrees with the City's determination, then the City shall not release the Financial Information and in the event there is litigation filed against the City for not releasing the Financial Information then the City shall immediately notify Guarantor in writing of such litigation, and deliver to Guarantor copies of all pleadings, and the Guarantor shall be responsible for paying all of the City's reasonable legal fees and costs as well as any monetary award, including legal fees and costs, that a court of competent of jurisdiction awards to the plaintiff or petitioner, provided that any counsel selected by the City must be acceptable to Guarantor and be independent counsel free of any conflict of interest. In the alternative, Guarantor shall have the right to retain its own counsel and upon written notice to the City, take over the litigation, provided that any counsel selected by Guarantor must be acceptable to the City and be independent counsel free of any conflict of interest. In the event of any litigation with respect to this matter each party shall reasonably cooperate with the other party, without cost, expense or liability (other than de minimis costs) with respect to any such request for information and/or litigation. Within three (3) days following the earlier of (i) the expiration of the 10 -business day period and (ii) review of the Financial Statements by the City, the Company shall return the Financial Statements to Guarantor. 6. WAIVERS. The Guarantor hereby expressly irrevocably waives: (a) Notice of acceptance of this Guaranty by the City, and any and all notice and demands of every kind that may be required to be given by any statute, rule or law except any specifically required by this Guaranty or the Lessor under the Lease; (b) Any defense arising by reason of any incapacity, lack of authority, death or disability of any other person or entity (except the City) or from the failure of the City to file or enforce a claim against any person or entity in any administrative, bankruptcy or other proceeding; (c) Any obligation the City might otherwise have to disclose to the Guarantor any facts the City now or hereafter may know or have reasonably available to it regarding the Company or its financial condition, whether or not the City has a reasonable opportunity to communicate such facts or has reason to believe that any such facts are unknown to the Guarantor or materially increase the risk to the Guarantor beyond the risk the Guarantor intended to assume hereunder. Guarantor shall be fully responsible for keeping informed of the financial condition of the Company and of all other circumstances bearing upon the risks of nonpayment or nonperformance of the Company under the Lease; (d) Any defense based on an election of remedies by the City, whether or not such election may affect in any way the recourse, subrogation or other rights of the Guarantor against the Company or any of its members in connection with the Construction Obligations; (e) All diligence in collection or protection of or realization upon or enforcement of the Construction Obligations, any other obligation hereunder, or any security for or guaranty of any of the foregoing, and any and all formalities that otherwise might be legally required to charge the Guarantor with liability; and 381 (f) Any lien, security interest or charge on the Property, the equipment and personal property located thereon, all rights therein and thereto, the revenue and income to be realized therefrom, or on any proceeds or products of any thereof, which the Guarantor may have or obtain as a result of the City's enforcement of this Guaranty. (g) With respect to those matters set forth in Sections [1(b) and (c),3, 4, 5 and 7] of this Guaranty, Guarantor waives any and all laws or regulations (including without limitation California Civil Code Sections 2787 and 2855, and Code of Civil Procedure Sections 580a, 580b, 580d and/or 726, regardless of whether such are applicable or not to this Guaranty) that would (i) in any respect or manner diminish or eliminate the obligations of the Guarantor hereunder regardless of whether the terms of such laws or regulations have been specifically referenced herein or the substance of such laws or regulations have been set forth herein or addressed by this Guaranty; or (ii) provide some procedural defense to Guarantor with regard to any action or proceeding the City may institute to enforce its rights under this Guaranty. 7. EFFECT OF THE CITY'S DELAY OR ACTION. No delay on the part of the City in the exercise of any right or remedy under this Guaranty or the Lease shall operate as a waiver thereof, and no single or partial exercise by the City of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action by the City permitted hereunder shall in any way affect or impair the rights of the City and the obligations of the Guarantor under this Guaranty, provided, however, that the Guarantor shall be entitled to enforce, and the City shall be bound by, the obligations of the City under the Lease so long as the Guarantor shall perform its obligations, or cause its obligations to be performed, hereunder. 8. CONTINUING GUARANTY. This Guaranty shall in all respects be a continuing, absolute, irrevocable and unconditional guaranty, and shall remain in full force and effect and shall be binding upon the heirs, personal representatives, successors and assigns of the Guarantor, and shall inure to the benefit of the respective successors and assigns of the City. All references herein to the Company, its members or the Guarantor shall be deemed to include the respective successors and assigns of same, as the case may be. Any proposed assignment of the Guarantor's obligations hereunder to a substitute guarantor shall be subject to the City's approval which may be withheld in the City's sole and absolute discretion. 9. CERTAIN PERMITTED ACTIONS OF THE CITY. The City may from time to time, in its sole discretion and without notice to the Guarantor, take any of the following actions without in any way affecting the obligations of the Guarantor: (a) obtain the primary or secondary obligation of any additional obligor or obligors with respect to any of the Construction Obligations; (b) enforce this Guaranty against the Guarantor, whether or not the City shall have (1) proceeded against the Company or any of the other guarantors or sureties or any other party primarily or secondarily obligated or (2) resorted 382 to or exhausted any other remedy or any other security or collateral; and (c) enforce any other rights under the Lease. 10. TIME OF ESSENCE. Time is of the essence of this Guaranty. 11. NO MODIFICATION WITHOUT WRITING. This Guaranty may not be modified, amended, revised, revoked, terminated, changed or varied in any way whatsoever except by the express terms of a writing signed by the parties hereto. This Guaranty, the Golf Course Management Agreement and the obligations set forth in the Lease that are guaranteed by the Guarantor pursuant to Section 1 hereof, represent the entire understanding between the City and the Guarantor and no other prior written or oral understanding shall be of any force or effect. 12. NOTICES. All notices required or permitted pursuant to this Guaranty shall be in writing and shall be deemed given when (a) personally delivered to an officer or other authorized representative of the party to be notified or (b) after deposit in the United States mail as certified mail, postage prepaid, return receipt requested or (c) sent by reputable overnight courier and addressed as follows (or to such other address as a party may specify by notice given to the other party pursuant to this provision): If to the Guarantor: TG Holdings I, LLC 8750 N. Central Expressway, Suite 1200 Dallas, Texas 75231 Attention: Legal Department TopGolf USA El Segundo, LLC Attn: Mr. Devin Charhon 8750 N. Central Expressway, Suite 1200 Dallas, Texas 75231 Attention: Legal Department With a copy (which shall not constitute notice) to: If to the City: Dentons US LLP 2000 McKinney Avenue, Suite 1900 Dallas, Texas 75201 Attn: Donald A. Hammett, Jr. City of El Segundo Attn: City Clerk 383 350 Main Street City of El Segundo, CA 90245 If to the Company: Notwithstanding anything in this section to the contrary, any notice sent or mailed to the last designated address of any person or party to which a notice may be or is required to be delivered pursuant to the Guaranty, shall not be deemed ineffective if actual delivery cannot be made due to a change of address of the person or party to which the notice is directed or if such notice is rejected by such party. 13. GOVERNING LAW. This Guaranty shall be construed in accordance with and governed by the laws of the State of California and any suit, action or other legal proceeding relating to this Guaranty may be brought only in the Los Angeles Superior Court. The Guarantor irrevocably consents to the service of process of the aforementioned court in any such action or proceeding by the mailing of copies thereof by certified or registered mail, postage prepaid, return receipt requested to the Guarantor at its address set forth in Section 10 hereof, as such address may be changed from time to time in accordance with such Section 10. Nothing herein shall affect the right of the City to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Guarantor in any other jurisdiction in which the Guarantor may be subject to suit. 14. INDEPENDENT OBLIGATIONS. The obligations of the Guarantor hereunder are independent of the obligations of the Company. In the event of any default hereunder, the City may institute a separate action against the Guarantor with or without joining or instituting a separate action against the Company. 15. CUMULATIVE. All rights and remedies of the City and all obligations of the Guarantor under this Guaranty are cumulative. In addition, the City shall have all rights and remedies available to it at law or equity for the enforcement of this Guaranty. 16. SEVERABILITY. Wherever possible each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty. OVA 17. LEGAL TENDER OF UNITED STATES. All payments hereunder shall be made in coin or currency which at the time of payment is legal tender in the United States of America for public and private debts. 18. NO MERGER OR ALTERATION In the event the Guarantor acquire some real or personal property interest through the Lease or otherwise with regard to the Property, such shall not alter or impair the City's rights or the Guarantor's obligations under this Guaranty. [Signatures on following page] 385 IN WITNESS HEREOF, the Guarantor has duly executed this Guaranty as of date first written above. GUARANTOR: TG HOLDINGS I, LLC, a Delaware limited liability company By: Name: Its: CITY: THE CITY OF EL SEGUNDO, a general law City and Municipal corporation By: Name: Its: Attest: Tracy Weaver, City Clerk Approved as Form: Mark D. Hensley, City Attorney Attest: Tracy Weaver, City Clerk ; • FOR PURPOSES OF SECTION 5 ONLY: COMPANY: ES CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL, LLC, a Delaware limited liability company By: CENTERCAL ASSOCIATES, LLC, a Delaware limited liability company By Print Name Print Title: Its Manager 387 EXHIBIT "I" RESERVED mm EXHIBIT "J" GOLF COURSE OPERATIONS MANUAL CITY OF EL SEGUNDO THE LAKES AT EL SEGUNDO GOLF COURSE MANUAL 390 CITY OF EL SEGUNDO GOLF COURSE MANUAL Purpose The purpose of the Golf Course Manual ("Manual") is to establish uniform rules, procedures and operating policies for the operations of The Lakes at EI Segundo Golf Course. The Lakes at EI Segundo Golf Course is constructed as an executive golf course to provide a quality facility for its customers and to provide a fun and enjoyable golf experience for all types of players. It is the intent and goal of the City of EI Segundo that The Lakes at EI Segundo Golf Course will be operated in a professional, efficient, and productive manner that shall insure that the highest level of quality is achieved and maintained. The Golf Course Manual provides direction and valuable information for golf course operations and maintenance. It is the City's desire that The Lakes at EI Segundo Golf Course be a major community service program that enhances the quality of life of participants of all ages. All matters pertaining to the operation of The Lakes at EI Segundo Golf Course, fee and policy changes shall be directed, first, to the EI Segundo Recreation and Parks Director, then to the Recreation Commission. Final approval is the responsibility of the EI Segundo City Council. To the extent the City contracts with a third -party to manage the golf course and there is language in the contract that specifically contradicts the provisions of this Manual or contains additional obligations, then the language in the contract shall be controlling. 391 Table of Contents DEFINITIONS m I. GOLF SHOP OPERATIONS.................................................................................................................4 II. FOOD & BEVERAGE OPERATIONS................................................................................................. 7 III. GOLF CART OPERATIONS............................................................................................................... 9 IV. STARTING AND PLAYER ASSISTING........................................................................................... 10 V. COURSE RULES, REGULATIONS, AND ETIQUETTE................................................................. 14 VI. TOURNAMENTS...............................................................................................................................16 VII. SCHOOL TEAM PLAY..................................................................................................................... 19 VIII. JUNIOR GOLF PROGRAM............................................................................................................ 20 IX. RECOGNIZED CLUBS..................................................................................................................... 21 X. DRIVING RANGE OPERATIONS..................................................................................................... 22 XI. LESSON PROGRAMS...................................................................................................................... 23 GOLF COURSE MAINTENANCE SPECIFICATIONS.......................................................................... 25 392 DEFINITIONS In order to facilitate the use of the City of EI Segundo's Golf Course Manual, the following definitions will apply: The City of EI Segundo will hereinafter be referred to as "City." 2. The person(s), entity or entities responsible for managing the operations of the golf course will hereinafter be referred to as "OPERATOR." 3. The Lakes at EI Segundo Golf Course will hereinafter be referred to as the "Course". 4. EI Segundo Golf Club, Inc., EI Segundo Sr. Men's Club, EI Segundo Women's Golf Club and EI Segundo Junior Golf Club will hereinafter be referred to as "Recognized Clubs." 5. The daily diary of golf course activity will hereinafter be referred to as "Tee Sheet." 6. The following professional organizations will hereinafter be referred to by their abbreviated titles: The Professional Golfers' Association of America as the "PGA." The Ladies Professional Golfers' Association of America as the "LPGA." - The United States Golf Association as the "USGA." 7. The Course Manager will be a person with significant experience managing golf courses.. OPERATOR shall be responsible for the Course Manager's performance and may elect to assume the role of Course Manager hereunder. 8. The Class "A" Superintendent in charge of maintenance will hereinafter be referred to as "The Superintendent." 9. Golf Course maintenance staff will be referred to as "Crew or "Crews." 10. Junior rates shall apply to youths between the ages of 5 and 18. Junior rates apply before 4:00 p.m., Monday through Thursday, exclusive of legal holidays. GOLF OPERATIONS 393 A. Operating Philosophy 1. Operating Goal a. Provide quality service in all activities to insure the enjoyment of all patrons and to provide a fun and enjoyable golf experience for all types of players. 2. Professional Staff Functions a. Maintain the functions in a manner consistent with the desires and the policies of the City and the OPERATOR to include: 1) Pro shop sales 2) Hand cart rental and maintenance 3) Golf Club Rentals 4) Lesson promotion and programs 5) Course marketing activities 6) Starting, course Marshaling, tournament promotion and booking activities 7) Cleanliness and maintenance of the facility 8) Customer relations 9) Revenue collection 3. Merchandising (Pro Shop) a. Maintain a well -stocked and attractive pro shop offering merchandise commensurate with wants and needs of the patrons. 4. Accountability a. Establish and maintain accurate records regarding the following: 1) All gross revenue, as per management agreement 2) Tournament bookings 3) Lesson activity 4) Rounds of golf 5) Cart usage 6) Daily weather 7) Starting times 5. Customer Relations a. Professional image and courtesy 1) Maintain a well-dressed and well-groomed appearance at all times. 2) Maintain a standard of integrity and philosophy consistent with the policies and procedures outlined in this manual. 394 3) Address all customers in a friendly and courteous manner. 4) Make every attempt to greet customers by name. B. Management Responsibilities 1. General Responsibilities of Course Manager a. The direction and supervision of all golf course administrative, operational, procedural and maintenance activities, and the personnel assigned to those activities. b. The appearance and playing condition of the Course is of prime importance, and the Course Manager is responsible for the general maintenance, grooming, and beautification of the Course as necessary to maintain the quality and appearance levels. C. Perform other duties as assigned by the OPERATOR. 2. Specific Responsibilities of Course Manager a. Conduct various golf tournaments, initiate and promote golf activities for the golfing public. b. Cooperate with the Recognized Clubs and their various committees and render professional advice, opinions, assistance and services as required. C. Administer and train a staff of employees, as necessary, to perform duties and meet requirements for sales, rentals and services which are, in the opinion of the City and the OPERATOR, necessary to carry out the provisions of the management agreement. d. Operate and maintain a golf shop for repairs, handling, storage, sales, leasing, and services relating to golf, equipment, and hand carts. e. Be available, as necessary, to attend regular and special meetings of the Recognized Clubs and to discuss areas both within the realm of his/her duties and those for the benefit of the Course and the City. f. Supervise the starting of play by golfers, and the proper charging of green fees and other fees, as necessary, and required. g. Operate and supervise a Player Assistant Program at the Course. h. Ensure that golf be taught only by qualified instructors. Hire, discipline and discharge insubordinate personnel. Plan and schedule the assignment of personnel to cover a seven -day - per -week operation. 395 k. Ensure that hand carts are maintained and in operable and safe condition. I. Recommend public safety measures and maintain a continuous safety program in compliance with the California Occupational Safety and Health Act (CAL/OSHA). M. Provide maximum security for all maintenance buildings and equipment, service yards, materials, supplies, and, especially, toxic chemicals. n. Report any emergency, unusual condition or incident to the City and/or OPERATOR immediately. o. Inspect the Course daily to ensure proper maintenance and operation, and, as required, make decisions concerning the closing of the Course. P. Ensure that the Course Manager and/or a designated representative is on duty at the start and close of the scheduled work day. q. In conjunction with the OPERATOR, maintain a continuous training program on golf course maintenance and related subjects, and plan, schedule, and coordinate maintenance programs with personnel in other divisions and departments. r. Sell, rent, store and/or repair golf equipment, clothing and supplies, sell instructional services in golf play, rent pull carts, and operate a driving range. S. Represent the OPERATOR/City before civic and private groups for discussion of Course operations. t. Maintain the golf course Tee Sheet in accordance with established rules and procedures. U. The Course Manager will meet at least monthly with the Director of Recreation and Parks. 3. Supervision of Personnel a. Employ a Class "A" PGA or PGA apprentice working towards Class A membership in a supervisory capacity. I. FOOD & BEVERAGE OPERATIONS — GOLF CLUBHOUSE A. Operating Philosophy 1. Operating Goal 396 a. Provide quality food service to ensure the enjoyment of all patrons. 2. Professional Staff Functions a. Maintain the functions in a manner consistent with the desires and the policies of the City and the OPERATOR to include: 1) Restaurant marketing activities 2) Cleanliness and maintenance of the facility 3) Customer relations 4) Revenue collection 3. Merchandising (Restaurant) a. Maintain a well-planned menu designed to maximize sales volume as well as margins and offer dining commensurate with wants and needs of the patrons. 4. Accountability a. Establish and maintain accurate records regarding restaurant revenue. 5. Customer Relations a. Professional image and courtesy 1) Maintain a well-dressed and well-groomed appearance at all times. 2) Maintain a standard of integrity and philosophy consistent with the policies and procedures outlined in this manual. 3) Address all customers in a friendly and courteous manner. 4) Make every attempt to greet customers by name. B. Management Responsibilities 1. General Responsibilities of Restaurant Manager a. The direction and supervision of all food service personnel. b. The appearance and cleanliness of the dining and kitchen area is of prime importance, and the Restaurant Manager is responsible for the general maintenance and decor of the restaurant as necessary to maintain the quality and appearance levels. 2. Specific Responsibilities of Restaurant Manager a. Host various club and group functions and parties and initiate and promote dining opportunities to the general public as well as users of the golf facilities. b. Administer and train a staff of employees, as necessary, to perform duties and meet standards for service which are, in the opinion of the 397 City and the OPERATOR, necessary to carry out the provisions of the management agreement. C. Ensure that alcoholic beverages be served by licensed food servers of legal age. d. Hire, discipline and discharge insubordinate personnel. e. Plan and schedule the assignment of personnel to cover a seven day per week operation. f. Ensure that kitchen equipment is maintained and in sanitary, operable, and safe condition. g. Recommend public safety measures and maintain a continuous safety program in compliance with the California Occupational Safety and Health Act (CAL/OSHA). h. Report any emergency, unusual condition or incident to the Course Manager immediately. Inspect the Restaurant daily to ensure proper maintenance, cleanliness and operation. Ensure that the Restaurant Manager and/or a designated representative is on duty at or before the start and at or after the close of the scheduled Range and Course hours. k. In conjunction with the OPERATOR, maintain a continuous training program on golf course maintenance and related subjects, and plan, schedule, and coordinate maintenance programs with personnel in other divisions and departments. Sell food and beverage services. II. GOLF CART OPERATIONS A. Vehicle Operation 1. No vehicle other than carts supplied by the OPERATOR shall be permitted (except as required for maintenance purposes). 2. Hand carts must not be taken over aprons, greens, tees, sand traps, or areas between the greens and traps surrounding the green. 3. When play has reached the green, hand carts must be left at least 30 feet away from the side of the green. 4. Carts of any kind should not be driven or pulled through wet or muddy areas or over sprinkler heads. III. STARTING AND PLAYER ASSISTING A. Starter Responsibilities 1. Get the golfing public on the Course for play by reservation, or off the waiting list, with the least delay and discomfort and in the best possible frame of mind. 2. Use every expedient at his/her command to keep the golf operations running efficiently and without undue delay or commotion. 3. Start golfers on time according to the reservations and in compliance with the waiting list. Fivesomes will be allowed at the discretion of the Starter. 4. Assign fivesomes or less for play, making certain there is a green fee and recorded name on the Tee Sheet for every golf player on the golf Course. 5. Inform each golfer to retain his/her cash register receipt throughout His/her round of golf play as he may be asked to show the receipt to authorized persons. 6. Keep score cards and pencils inside the Starter window and give them to golfers who request them. 7. Be properly groomed and attired. 8. Know the types of grass in the tees, fairways and greens; be familiar with maintenance operations and requirements of the Course, be familiar with other public fee golf courses in the area and with all types of tournaments and prominent golf organizations, such as SCGA, USGA, PGA, LPGA, PUBLIC LINKS, etc. 9. Be fair and considerate of golf patrons at all times, treating everyone equally, and at all times being courteous, friendly, helpful, tactful, effective and impartial. 10. Patiently and courteously answer all questions of patrons and explain to them golf rules and policies and etiquette, in compliance with local rules and USGA rules. 11. Maintain a suggestion box and note in the Tee Sheet all complaints and suggestions concerning the operation or maintenance of the Course and inform the complainant that his/her complaint will be referred to the Course Manager. 12. Inform all golfers to maintain pace of play. 13. Practice good housekeeping while on duty by keeping the Starter area clean. B. Rules of Play 399 The speed of play can be increased by observing strictly the USGA and local rules of golf, the etiquette of golf and the traditions of the game. It is important to play as quickly as possible and avoid unnecessary delays. The golden rule is applicable to play on the Golf Course. Practice ready golf. C. Player Assistant Responsibilities OPERATOR shall provide the services of a Player Assistant to be on duty at all appropriate times as determined by the OPERATOR, with the exception of periods of inclement weather. The primary purpose of the Player Assistant's duties shall be to expedite play on the Course at all times. A secondary duty will be to ensure compliance with all Golf Course Rules and Regulations. 2. Under no circumstances will playing golf be considered as course Player Assistant during the scheduled work week. 3. The Player Assistants will require players to maintain their position on the Course to speed up play and verify that golfers have required equipment. 4. Players will be required to observe golf course etiquette, replace fairway divots, rake sand bunkers and repair ball marks on the greens. The Player Assistants will assure safe practices by all golfers. 5. The Player Assistants will enforce regulations concerning the use of electric, Hand, and pull carts. 6. Periodically during the day, inform golfers to please keep their positions on the Course, replace their divots on the fairways, and repair their ball marks on the greens as we are striving to maintain excellent playing conditions. D. Non -Reserved Players Policy Golfers who do not have a reserved starting time must register with the Starter on the daily waiting list (Wait List) prior to play. 2. Golfers without reservations who are at the Course and ready to play may register on the Wait List as a single or in groups of two, three, four, or five (upon Starter's discretion). 3. Playing group vacancies, cancellations, and open or unreserved starting times will be filled only from the Call Sheet on a first-come, first-served basis with priority determined by the time of registration with the Starter. Those who have registered as a group will be called for play as openings become available for the number of players in the group. 4. When sufficient players are available from the Tee Sheet and/or the Call Sheet, the Starter will send groups of four to the starting tee. If fewer than four players are available, the Starter may send out groups of two or three. A single player may be sent out alone only if no other golfers are available and if it appears they will not be available within a reasonable time. 5. As players on the Call Sheet are sent to the first tee their names will be scratched from the sheet. 6. The golf course Starter on duty is responsible for assigning foursomes, and for scheduling and starting all players in accordance with ReservationNVait List rules and regulations. Golfers are not permitted to buy, sell, or transfer starting times or Call Sheet positions. Only those golfers who are properly registered and who are called by the Starter will be allowed to start play. 7. The golf course Starter may switch or interchange starting times if in His/her judgment such change would prevent delays, eliminate confusion, correct a problem, or be of general benefit to the players involved and to those following. 8. The Starter will call players to the tee. After calling the group due on the tee, the following group will be given a five minute warning call by number and name. The next group will then be given a ten minute warning call by number and name. E. Reservation Policy 1. Starting time reservation requests for daily play can be made in the golf shop, via phone or online up to fourteen days in advance or as determined by OPERATOR. EI Segundo residents can make a reservations up to fifteen days in advance, and the reservation period will be reserved for persons having valid EI Segundo Recreation and Parks I. D. Cards; hereafter referred to as "I.D. Card." All persons in the playing group need not have I.D. Cards, but the person making the reservation must be a member of the group and present the I.D. Card when making the reservation in person and when paying for green fees. 2. Reservations will be made only for groups of two, three, four, or five players, and openings in a group will be filled from the Call Sheet on the day of play. Reservations will not be accepted for a single player. 3. Only one reserved time per person is allowed and that person must be a member of the group for which the reservation is made (unless there are acceptable extenuating circumstances). 4. The name and contact information of the person making the reservation will be tracked on the Tee Sheet through the electronic point of sale system (POS). On the day of play, the Starter will record all players' names on the Tee Sheet through the POS and noted when their green fees are collected. 5. A reservation may be forfeited if the golfer making same does not check in with the Starter at least ten minutes prior to the assigned starting time. A reservation may also be forfeited when only one of a group having a reserved time is present ten minutes prior to tee -off time. If a reservation is forfeited, the players involved may be registered on the Call Sheet in priority order if they so desire. 401 6. Reservations are not transferable to another player. If a reservation is canceled, the Starter will offer the time to the next applicant, or if the time is open on the day of play, it will be filled with names from the Call Sheet in the order listed. 7. Permanent starting times will not be assigned at any time, however, the OPERATOR may have one Starter Time per hour on Saturday, Sunday and holidays to allow for players on the Wait List and / or to catch up on time if tee times run behind. 8. If, for any reason, the Course is closed the entire day, all golf play reservations for that day will be canceled. The Starter will make every effort to get all players on the golf course as soon as possible. Players unable to begin at their assigned starting times due to inclement weather will be reassigned starting times at the discretion of the Starter. 9. The City may schedule use of the golf course as a setting for official business. Appropriate activities include promotion of economic development or intergovernmental relations. Such use shall be directly related to City business and shall not include purely personal use of the golf course by City officials or their families. Resident rates shall apply. For official business, the City may reserve a tee time more than one week in advance. In such cases, the following procedure should be used: a) The City Manager must approve the proposed use. b) The use will not pre-empt any previously scheduled tournament or event. C) All requests will be routed through the City Manager's Office to the Director of Recreation and Parks or his/her designee who will request the tee time from the OPERATOR and confirm its availability with the City Manager's Office. d) The City Manager shall record occasions that the golf course has been scheduled for official business and shall have such records available for public inspection. The record shall include date, time, purpose, and name of participants. 10. The Recreation and Parks Director has the ability to schedule two (2) special golf outings per year (including one for City employees, if desired) without the minimum, number of player requirements for weekend, non -holiday days before 6 pm at Resident Rates. F. Hours of Operation The Golf course will open each day 30 minutes prior to daylight and close at the following times: a) Sunday — Thursday (Non -Holidays) shall close at 10 pm. b) Friday — Saturday and Holidays shall close at midnight. 402 C) Closing times may be extended by OPERATOR to match the Top Golf facility. G. Closing Course 1. OPERATOR is responsible for decisions concerning temporary or all day closing of the Course. In making such decisions, due consideration will be given to the welfare of the general public and golf course. 1► IV. COURSE RULES, REGULATIONS AND ETIQUETTE A. General - The following activities are prohibited on grounds or facilities except as authorized by OPERATOR. 1. Overall a. Storage of private or personal property. b. Solicitation of any kind. C. Circulation or posting of handbills, petitions, advertising matter, promotional material, and literature. d. Selling of any goods, wares, or merchandise. e. Carrying or discharging any firearm, air gun, sling shot, or fireworks of any kind. f. Use of the Course for any purpose other than to play golf in the accepted manner. 2. All beverages taken on the Course must be purchased from the OPERATOR. No coolers can be brought on premises. 3. Discarding trash (paper cups, candy wrappers, etc.) anywhere except in trash containers on the Course is prohibited. 4. It shall be unlawful for any person to loiter on the premises, and unauthorized persons are not permitted. 5. Dogs, cats, or any other animals shall not be brought on the Course under any circumstances. 6. Picnicking or recreational play, other than golf, is prohibited. 7. Overnight or day camping is not allowed on any part of the Course. 8. Cars must be parked in designated parking areas only, and overnight parking in the parking lot is not allowed. 9. If necessary, the EI Segundo Police Department may be called upon for assistance in enforcing these regulations. 10. Holes must be played in sequence, and a golfer in the wrong fairway must give way to players playing that hole. 403 11. No more than one golfer shall play out of one bag. Each player must have his/her own set of clubs. 12. It is the responsibility of each player to replace divots, rake and smooth traps, and repair ball marks or other damage on the greens. 13. Golfers are responsible for injuries or damages resulting from their golf shots. 14. Starter shall have the right to allow spectators only for special events with prior approval from the OPERATOR. 15. In the interest of all, players must play without delay, and all groups must keep their place on the Course or allow following players to play through. 16. OPERATOR reserves the right to cancel playing permits for individuals or organizations using Course facilities if at any time conditions justify such action. 17. Golfers may be refused playing privileges, or they may be removed from the Course for: a. Submitting false information for the purpose of securing golfing privileges. b. Playing golf without paying a green fee or registering with the Starter. C. Obvious inability to play golf and to maintain their position on the Course. d. Intoxication, disorderly conduct, use of abusive or profane language, inappropriate dress or other behavior detrimental to the normal and orderly operation of the Course. e. Failure to comply with the existing rules and regulations governing golf play, practice, operation of carts or pull carts, personal conduct, and appropriate dress. B. Dress Code 1. Appropriate golf attire must be worn at all times. a. It is up to the discretion of the Starter to determine appropriate golf attire. b. Player Assistants will assure that these guidelines are adhered to on the Golf Course and Driving Range. C. Golf Play 1. USGA Rules of Golf and posted local rules will govern play at all times. 2. No play is allowed on the Course when it has been closed for any reason. 3. Golfers under the age of fourteen (14) years may play on the Course only when they have demonstrated appropriate knowledge of golf course etiquette and are accompanied by an adult responsible for the child. At the discretion of the M Operator, golfers under the age of fourteen may be able to play without being accompanied, by an adult. 4. All players must be registered with the Starter before playing any part of the golf Course. 5. All players must have a current receipt or a valid daily ticket in their possession during play. 6. Practicing anywhere on the Course at any time is prohibited. Players must use the driving range, putting green, and other designated practice facilities for practice. 7. When sufficient players are registered, four persons will be scheduled in each playing group on tee # 1. 8. Fivesomes are allowed at the discretion of the Starter. 9. Unless prior permission is given, golfers will tee off only between the appropriate tee markers. V. TOURNAMENTS A. General Information 1. Any golf club, company, golf association, or other organization may request authorization to hold a golf tournament on a first come, first served, basis. 2. All tournaments must have a Tournament Agreement requiring multiple reserved starting times with a minimum of 16 players. 3. Tournament fees and charges will be set by the OPERATOR. Fees and charges are subject to change without prior written notice. Tournament fees will be based on fees and charges in effect on the date of the tournament. All fees and charges in effect on date of tournament must be paid and received 15 days prior to day of tournament. 4. All pre -scheduled tournament events will be charged at the current daily fee per player. OPERATOR may charge an additional surcharge or booking fee per player for Tournaments at their sole discretion. Any discount rates will not apply with an exception to the Recognized Clubs. 5. Individual starting time reservation requests will not be accepted for starting times which fall within a scheduled tournament period, however, the Course may fill any unfilled or late starting time with players from the daily call sheet. 6. Unless otherwise authorized by the OPERATOR, tournament playoffs to settle a tie will not be permitted. 7. Refunds on tournament green fees will not be made except when the Course is officially closed due to inclement weather or other adverse conditions. 405 8. If the Course is closed prior to, or during a tournament, green fees for those participants who have not commenced play will be refunded in accordance with established procedures. 9. Tournament participants must observe all prevailing rules and regulations covering use of the Course, personal conduct, dress, and golf play as prescribed by the City and the OPERATOR. 10. Tournament sponsors are liable for any personal injury, property damages or repairs resulting from tournament play. 11. Tournament sponsoring organizations must agree that, during use of the Course facilities, no person will be excluded from participation, denied any benefit, or otherwise be subjected to discrimination because of his/her race, creed, color, or national origin. 12. The following information on each scheduled tournament will be tracked by the OPERATOR or the designated representative. a. Name of the organization holding the tournament. b. Date and time of play. C. Number of players. d. Name, address, and phone number of the tournament chairperson. 13. All scheduled tournaments shall be encouraged to purchase prizes from the OPERATOR. B. Permit Procedures 1. Tournament requests will be taken one year in advance. 2. No tournament will be confirmed until the following: a. A tournament contract is signed by the organization representative booking the tournament and the OPERATOR. b. A deposit for the tournament is received. These fees must be received along with the signed contract. C. The total remaining fees must be paid in full on the day of the scheduled tournament or the tournament may be canceled. 3. The deposit may be waived at the discretion of the OPERATOR. 4. The Recognized Clubs may schedule a one -day weekend tournament per quarter. The recognized club tournament event can start at 7:00 a.m. and shall pay the daily fee rate for that day. W 5. The Recognized Clubs may have one (1) multiple -day event per year for their club championships. 6. All tournament fees are calculated on the current fees charged on the day the tournament is held. OPERATOR may charge an additional surcharge or booking fee per player for Tournaments at their sole discretion. These fees are subject to change requiring no notification to the organization or individual responsible for booking the tournaments. 7. OPERATOR will provide a copy of the Tournament Contract and on the day of the Tournament, a detailed receipt to the Tournament Coordinator. OPERATOR will keep all Tournament Receipts on file. 8. Starting times for which advance payment has been made and for which a Tournament Contract has been executed will be blocked out on the Tee Sheet for the day of the tournament. C. Tournament Categories 1. Prepaid use: Permits use of golf course for those starting times reserved by the tournament sponsoring organization. A 10 % deposit is required at the time the tournament contract is signed and the tournament is scheduled. 2. Shotgun Tournaments: Shotgun tournaments (tournaments where all golfers start at the same time on a different hole) may be scheduled at the discretion of the OPERATOR. 3. Group League Play: Group play may be scheduled at the discretion of the OPERATOR. 4. Junior Tournaments a. The OPERATOR may schedule an annual City sponsored Junior Tournament for boys and girls who are not yet 18 years of age. Participating junior golfers will pay a special discounted tournament entry fee to the OPERATOR. b. Course Manager will coordinate appropriate varsity golf team practices and league matches during their golf season. (High School and College). D. Accounting 1. The OPERATOR will receive payment for tournament fees by mail, electronically or in person at the Course. 407 2. On the date of the tournament, play will be recorded on that day's Tee Sheet in the usual manner; A ticket will be rung for all paid players in the tournament and the tournament representative will be issued a receipt. VI. SCHOOL TEAM PLAY A. Purpose To provide young people the opportunity to participate in organized competition in a sport that is not always accessible to all social and economic levels of our society. 2. To provide young people with the opportunity to develop an interest in a lifetime sport through involvement with the schools. B. Policy and Procedures Letter applications for school team play, for the following year, must be submitted to the OPERATOR between September 15 and November 1. Applications will not be accepted prior to September 15, and those applications received during the specified period for submission will be processed in the order received. EI Segundo School District will have priority. 2. In processing an application for school team play, the OPERATOR will: a. Make every effort to comply with the school request. b. Designate and assign the days and times for school play. C. Issue a letter authorizing use of the Course, including dates and times. d. Prior to January 2 of each year, meet with the golf coach or other designated faculty representatives of the requesting schools to make necessary arrangements, discuss procedures, rules, and regulations, and to schedule the school team play. 3. Each school authorized for team play must submit a team roster and schedule for practice and league play to the OPERATOR at least two weeks prior to the opening of the season. Team members must meet standard eligibility requirements at the junior high, high school or college level. 4. School golf teams will not be allowed on the Course unless accompanied at all times by a golf coach or other designated faculty representative. Teams will be classified as a group, and the assigned coach or faculty member will represent them and be held responsible for their conduct. 5. Each school may be permitted to play at junior rates during team season. 6. Team members may play two 9 -hole rounds on the assigned day or days. M1: 7. Team practice and/or league play will be permitted only on those weekdays (excluding holidays) assigned by the OPERATOR. School golf teams shall report to the Course between the hours of 2:00 p.m. and 3:00 p.m. on the days scheduled for play. Any changes or exceptions must be approved by the OPERATOR. 8. Each participating school is allowed four foursomes and a coach or faculty member for practice matches and for scheduled league matches. 9. For school team practice rounds and team league play, the golf coach or designated faculty representative will pay the prevailing junior fee for each participating team member. Payment may be in cash or by first party check for the exact amount due. 10. The golf coach or designated faculty member will pay the prevailing junior green fee when playing golf while supervising the school team activity. Regular green fees will be paid for play at any other time. 11. School team players will be required to show their student identification cards. 12. School golf team members, golf coaches, and faculty representatives will be expected to observe and adhere to the rules of conduct, dress, and golf play prescribed by the City. The OPERATOR reserves the right at all times to cancel a playing permit if conditions justify such action. VII. JUNIOR GOLF PROGRAM A. Purpose 1. Create a future interest in golf by providing opportunities for young people to learn the game of golf. 2. Establish guidelines that will enable young golfers to integrate comfortably with adult players on the golf course and driving range. 3. Ensure that an ongoing program of education for juniors interested in sports (specifically golf) as a contribution to their own personal development. B. Summer Junior Golf Camp Program 1. A summer junior golf program will take place during the months of June, July and August. 2. Camps are offered for youth under 18 years old. 3. Safety for the juniors attending will be a primary focus throughout all camps. W 4. Three-day and five-day camps will be offered at a price developed by the OPERATOR. 5. Camps will also provide snacks and lunch C. Junior Golf Program (Junior Tour School) 1. A one-hour junior clinic will be scheduled at a minimum of three Sundays per month. Clinics are scheduled in the afternoon hours and are scheduled in accordance with daylight savings. 2. Clinic topics will include grip, stance, posture, alignment, course/range etiquette, short game, putting, and full swing. 3. Clinics are one (1) hour in length. 4. Junior Tour School membership includes: two free clinics, discounts on green fees/driving range, golf shop merchandise, membership card, golf shirt, golf cap. D. Junior Golf Tournaments 1. Junior golf tournaments will be held at a minimum of four tournaments per calendar year. 2. One Junior Golf Championship will be held once per year. 3. Prices may vary due to tee -prizes, prizes and tournament format. (tee -times, shotgun, two -person, parent/child). E. General Policies 1. Junior events shall be posted on the facility calendar and the facility website. 2. EI Segundo junior residents of EI Segundo will receive the posted discount. 3. Non-residents will receive the posted discount at the discretion of OPERATOR. 4. Discounts will be provided on weekdays and weekends. Holidays will default to the weekend rate. VIII. RECOGNIZED CLUBS A. Purpose 1. To offer a vehicle for organized competition, handicapping and fellowship for the Course patrons. 2. To establish a nucleus of patrons for the Course. 410 B. Policy 1. The Course will recognize the following clubs: a. One Men's Club b. One Women's Club C. One Junior Club d. One EI Segundo Club e. Clubs may be added at the discretion of the OPERATOR. 2. The Recognized Clubs must be totally self-supporting through their own dues structure. 3. Each Recognized Club must establish a Board of Directors. This Board must have at least five members as follows: a. President b. Treasurer C. Tournament Chairman d. OPERATOR representative e. City representative 4. OPERATOR will aid in the establishment of the above clubs. 5. The Recognized Clubs' bylaws must be approved by the OPERATOR. 6. The Recognized Clubs must belong to the appropriate amateur golf regulatory association, (i.e. Southern California Golf Association, as applicable to the Course). 7. The Recognized Clubs use of the Course for organized playing activities will be subject to the policy established in this manual. 8. Each Recognized Club is encouraged to purchase their tournament prizes from the OPERATOR per the fee schedule. 9. No cash prizes for tournament winners will be permitted unless approved by the OPERATOR. 10. Reservation privileges for the Recognized Clubs' members will be limited to the reservation policy established in this manual. 11. Organized tournament privileges for Recognized Clubs will be limited to policies established in this manual. IX. DRIVING RANGE OPERATIONS A. Hours of Operation 411 DRIVING RANGE shall allow EI Segundo Recreation and Parks members to utilize the first level of the Driving Range venue at the following rates: a. Monday — Friday (Non -Holidays) from 6 am to noon @ $10 per bucket or 45 balls. b. Saturday — Sunday and Holidays from 6 am to 9 am @ $10 per bucket of balls or 45 balls. B. Access for School Sponsored Golf Groups 1. The DRIVING RANGE shall provide selected school -sponsored golf teams and charities supporting youth mentorship access to the Driving Range venue for free game play during the hours of 9:OOam — 5:OOpm, Monday through Thursday (Non Holidays), under Operator's youth program (for example, Topgolf's Youth Play It Forward initiative). 2. The Driving Range shall provide access to the Driving Range venue for free team practices at various parts of the week to the Mira Costa Boys and Girls, Vista Mar High School, the American Martyrs elementary school programs and the recently formed "Gundo Golf League" is an EI Segundo specific program where players from Richmond and Center St. Schools begin their journey toward becoming players capable of representing an EI Segundo High School golf team in the future. To the extent the Driving Range has ball -tracking technology, it will provide these teams instant feedback on their swing analytics and ball flight and be able to track their progress over time through app and web -based applications. 3. The OPERATOR and Driving Range will also extend conversations to First Tee, SCGA, SCPGA and others who currently use the Lakes for junior programs, tournaments and leagues to maintain them as a preferred location. C. Access for Golfers DRIVING RANGE shall provide a "warm-up" solution for golfers with tee times at the course. This will be done thoughtfully to ensure efficiency and accessibility between the golf course operations and the Driving Range. Driving Range shall charge a rate that is consistent with rates charged at other driving ranges owned by public agencies in the region. X. LESSON PROGRAMS A. Purpose To utilize the Driving Range venue and Golf Course Facility to create co- branded instructional opportunities and optionality for youth and adults. 2. DRIVING RANGE will provide dedicated bay time on all days of the week at the Driving Range venue to ensure that instruction can happen both on the golf course and driving range. 3. To provide a service to all levels of golfers so that they may enjoy golf by improving their individual skill levels. 412 4. To provide a means of introducing new golfers to the game of golf therefore improving revenue potential and Course usage. 5. To provide different types of instruction to fit the needs and incomes of all people desiring to play the game of golf. B. Instruction can take place in the Driving Range venue for full -swing capability and the use of visual tracking technology, on the practice greens for chipping and putting, and will move onto the golf course to pull it all together. The Driving Range venue provides an all-weather solution enabling instructional programs to continue without pause. C. Illustrative co -branded youth development and operational programming possibilities that will utilize both the Topgolf venue and the Golf Course Facilities could include but not be limited to: a. Player Development Programs b. Summer Academy / Junior Camps (over 5,500 kids participated at Topgolf in Summer 2018) C. Group Classes d. PGA Junior Leagues (www.pgajrleague.com) — Operator teams compete in Junior League events and the Driving Range venue will play host to some team competitions. e. Bays to Fairways — 6 -week program endorsed by the PGA of America — first 5 weeks in the Driving Range venue and the last week on the golf course. f. Junior Tournaments g. Team Training Programs through Operator youth programs (for example, Topgolf's Youth Play It Forward Initiative) h. Club Fitting i. Adult Program Offerings: i Private Lessons and Clinics ii Community Outreach Programs iii League Play iv Tournaments and Outings v Creative Events to maximize community outreach vi World's Largest Golf Outing — National Charity Event D. OPERATOR's approach shall serve to create cohesive instructional opportunities for adults and important development programs for youth interested in the game of golf. OPERATOR will maximize the synergies between the Driving Range venue and Golf Course Facilities to introduce non -golfers to the sport with the purpose of growing the game and also serve as a true amenity to city residents. 413 Golf Course Maintenance Specifications A. The OPERATOR shall supply in the amounts and quantities necessary, (amounts and quantities necessary to perform the obligations shall be determined by OPERATOR, as described elsewhere in this Agreement). 1. All necessary gasoline, oil and diesel fuel needed to operate equipment. 2. All necessary top dressing, seed, sod, fertilizer, fungicides, herbicides, pesticides, iron sulfate, sulfur and calcium (gypsum). 3. Materials and parts necessary for repair and maintenance of all irrigation systems. 4. Tee towels and soap for ball washers. 5. Rock dust or decomposed granite for paths and roads. 6. Sand for traps. 7. Soil tests for pH, P and K, as necessary. B. The OPERATOR shall provide the appropriate supervision for course maintenance. 1. A qualified Class "A" Golf Course Superintendent, or apprentice working towards their full Class A status, shall be responsible for supervising the maintenance of the facility. 2. A crew of sufficient size to maintain the course in accordance with the specifications herein shall be retained on a full-time basis. 3. An emergency duty contact person shall be provided at all times. C. The OPERATOR shall perform the following maintenance services at no less than the frequencies indicated in these specifications; however, the OPERATOR shall have the right to determine the extent and frequency of any additional "as needed" services. Standards and frequencies may be modified from time to time as deemed necessary by the OPERATOR for the proper maintenance of golf course facilities. In those subsections below where horticultural tasks are specified to be performed on a scheduled basis (as daily, every other day, etc.), the OPERATOR will not be expected to perform the task on the specified schedule if the performance of the task is precluded by weather conditions. The tasks shall be performed on the next available day on which the weather conditions will not interfere with the reasonable performance of the task. 1. Greens: The golf course greens are to be maintained in a condition that supports the level of play at the Course. The OPERATOR shall be responsible for mowing, 414 watering, aerating, vertical mowing, fertilizing, top -dressing, pest control and repair as specified below. a. Mowing: (1) During the peak growing season (April through October), mowing shall be done seven (7) times per week and during the period of slow growth, (November through March) mowing shall be done at least five (5) times per week, unless the use of growth regulators or climate conditions are not producing enough growth to cut and doing so would only stress the turf. Height of cut and frequencies may be modified from time to time as deemed necessary by the golf course superintendent subject to approval of Operator. Greens shall be cut at a length of 5/32" to 4/16", depending on the time of year and the amount of play. (2) Basket devices for catching grass clippings shall be used on mowers each time a green is cut, except for the first mowing after the green has been top -dressed. (3) The mowing pattern shall be alternated each time a green is mowed. (4) "Graining" in the greens shall be controlled as necessary by the use of combs, brushes, or "verticut" attachments on green mowers. (5) Verticut all greens as needed to prevent thatch buildup, not less than once a month, or as otherwise directed by OPERATOR. (6) Greens collars shall be mowed three times weekly at a length of 1/2". b. Watering of Greens: (1) The OPERATOR shall water the greens as necessary to keep the grass in optimal growing condition. (2) Irrigation of the greens should produce greens that are evenly wet over the total green. Wet and dry spots are to be minimized by controller setting and hand watering as necessary. (3) During periods of low humidity (below 30%) and high temperatures (above 95 degrees) the OPERATOR shall check greens on an hourly basis and syringe the greens lightly until all greens show no signs of heat stress or wilt. C. Top -Dressing of Greens: The OPERATOR shall top dress each green as needed. d. Aerating of Greens: The OPERATOR shall aerate each green not less than two (2) times each year. 415 e Fertilizina Greens: (1) The greens are to be fertilized in increments of not more than one (1) pound of nitrogen per 1,000 square feet of cold -water soluble nitrogen per application. (2) The greens are to be fertilized frequently enough to support constant growth which is correspondent to the particular season of the year. (3) Based on soil tests, phosphorus and potash shall be added in greens fertilization on a basis of 3-1-2. A balance of N -P -K as in Best Turf Supreme 15-4-7 or equal shall be maintained. Overseedina: (1) Seeding of the greens with bent grass at the rate of two (2) pounds per 1,000 square feet shall be as needed. (2) Seeding of the greens surrounds with perennial rye grass or same turf seed as modified by renovation at the rate of fifteen pounds per 1000 square feet shall be done as needed. (3) Renovating of putting surfaces and surrounds shall be done prior to applying seed and followed by a light top dressing. Insect and Disease Control: (1) OPERATOR shall have the soil analyzed annually for fairways. Fertilizer, pesticides and amendments (sulphur, gypsum, etc.) will be applied in the quantity and type recommended by the soil analysis in a manner to provide uniform growth of turf. OPERATOR will be provided with copies of all analytical tests conducted. (2) Applications of pesticides for the control of insect and disease organisms shall be carried out only after all other cultural methods have been exhausted. Should it be necessary to use chemical control techniques, the Superintendent shall notify the OPERATOR prior to any applications. (3) All applicable regulations shall be strictly adhered to and all required reporting and pest applicator certifications shall be the responsibility of the OPERATOR. (4) The greens shall be checked daily for fungus activity, insect infestations, or any other pest problem which will adversely affect the quality of the putting surface. Weed Control on Greens: The OPERATOR is to maintain a program to keep the greens free at all times of broad leaf weeds, bermuda grass, quack grass, dallis grass, crabgrass, annual bluegrass, and of all grasses, other than bentgrass. 416 Repair of Greens: Any damage done to the greens from any source which affects the putting surface shall be repaired immediately by the OPERATOR. In the case of voids or bare areas in the grass cover of the green, all such areas shall be sodded with appropriate sod. Other Greens Reauirements: (1) The OPERATOR shall repair ball marks on all greens on mowing days. (2) The OPERATOR shall change the pin placement on the greens every day. 2. Tee Maintenance: Tops of tees shall be mowed separately from tee sides and slopes. a. Mowina: Maintain all tees according to accepted playability and industry wide standards as determined by the OPERATOR, observing the following minimum requirements: (1) Tee tops shall be mowed three (3) times per week unless the use of growth regulators or climate conditions are not producing enough growth to cut and doing so would only stress the turf. The practice of alternating mowing patterns shall be followed. (2) Tee and aprons shall be cut at a maximum height of 5/8 inches. (3) Clippings shall be collected and disposed of by broadcasting into the driving range. (4) The OPERATOR shall use a Triplex Reel Mower intended for the mowing of tees. b. Waterina of Tees: Tees are to be watered as necessary to keep the grass in optimal growing condition and to provide a relatively dry, firm stance in making tee shots. Hand watering shall be used by the OPERATOR where necessary to augment the automatic irrigation system. C. Aeration: (1) Tees shall be aerated as needed using 5/8" or 1/2" tines. Penetrating at least 3" and yielding 36 or more holes per sq. ft. d. Verticuttina: Vertical mowing shall be done whenever levels exceed 1/2" thickness. e. Top dressina: Tees will be top dressed as needed to maintain quality tees. f. Repairina Divots: Large divot holes (3" or more long) on tees shall be repaired at least three (3) times weekly by hand filling and leveling them with a mix of seed, sand and humus. 417 g. Fertilization: Fertilizing materials and rates shall be determined by growing conditions and the results of soil nutrient level testing. Rates of application may vary depending upon the test results; however, under normal conditions rates will provide one (1) pound of actual nitrogen per 1,000 sq. ft. per application per month. Ratio of potash, potassium and trace elements added with nitrogen will depend upon soil test results. h. Pest Control on Tees and Aprons: The tees and aprons shall be checked daily for fungus activity and insect infestations, or any other pest infestation which would interfere with the playing surface or the health of the turf grasses. The appropriate controls for these pests shall be put into force as soon as necessary after their discovery. Weed Control on Tees and Aprons: The tees and aprons are to be kept free of broadleaf weeds, crabgrass, dallis grass, coarse fescues, and quack grass at all times. Overseedina: Seeding with VIP perennial rye grass at the rate of 15 pounds per 1000 square feet shall be done when climatic conditions are favorable for germination and growth. Renovating shall be done prior to applying seed and followed by a light top dressing. 3. Fairways. Range and Shoulders of and Aprons of Greens and Tees (hereinafter referred to as FAIRWAYS Maintenance a. Mowina: Maintain all fairways according to accepted playability and industry- wide standards as determined by the OPERATOR at all times, observing the following minimum requirements: (1) Fairways shall be mowed three (3) times per week during the active growing season unless the use of growth regulators or climate conditions are not producing enough growth to cut and doing so would only stress the turf. Normal cutting height shall be between 1/2" and 3/4" depending upon season and rate of growth. (2) The practice of alternating mowing patterns shall be followed wherever possible. (3) During periods of rainy weather which interfere with the normal fairway mowing schedule, the OPERATOR shall be expected to use additional mowing resources to catch up on mowing requirements so as to prevent overly long grass. (4) Take precautions to prevent scalping, rutting, uneven mowing and damage to trees and shrubs. b. Waterina of Fairways: Fairways and the driving range are to be watered as necessary to keep the grass in optimal playing condition. C. Aeratina of Fairways: The fairways shall be aerated as necessary to keep the grass in optimal playing condition. d. Vertical mowina: Vertical mowing of fairways is not required except in extraordinary circumstances for disease control or to reduce thatch of stoloniferous weed grasses. e. Fertilization of Fairways: (1) The fairways are to be fertilized in increments of one (1) pound of cold water soluble nitrogen per 1,000 sq. ft. per application with phosphorous, potash and trace elements, sulphur and calcium. (2) Fairways are to be fertilized as needed to maintain optimum playing conditions. f. Pest Control on Fairways: (1) The fairways shall be checked daily for any pest infestation which will affect the playing surface or the ongoing health of the turf grass. g. Litter Control: Fairways shall be policed on a regular basis for the removal of all litter (i.e. paper, leaves, cans, bottles, tree branches, etc.). 4. Roughs Maintenance: a. Mowina: All rough areas shall be mowed two (2) times per week during the growing season and during the period of slow growth mowing shall be one (1) time per week or more frequently as dictated by the rate of growth. Cutting height shall be between 3/4" and 1 ". b. Aeratina: Roughs shall be aerated as needed to maintain optimum playing conditions. C. Fertilization: Fertilizer shall be applied as needed to maintain optimum playing conditions. d. Weed Control: If needed, broadleaf weeds shall be controlled with a legally approved selective herbicide. e. Litter Control: Litter control in roughs shall be scheduled to be done at the same time as the fairways. f. Pest Control: (1) Any pest problem recognized as such, including burrowing animals shall be eliminated as soon as possible. 5. Sand Traas: a. Rakina: Sand bunkers shall be raked smooth no less than three (3) times per week either by hand or mechanically by a "Sand Pro" or equal. 419 b. Edaina: Growth retardant may be used on the perimeter turf to inhibit growth. Edging shall be as required and prior to application of a growth retardant. Care shall be taken to maintain the design outline of the bunkers to insure the integrity of the bunker shape. C. Sand Replacement: Sand of the same quality as used in greens top dressing shall be replaced as necessary to maintain at least a uniform depth of (4) inches. 6. Trees. Shrubs. and Other Landscapinq - Clubhouse: a. The Lessee will be responsible for the maintenance of all the landscaping at the Clubhouse. b. All landscaped planter areas shall be kept weed free. C. All trees and shrubs shall be pruned as necessary to provide ease of play on the Course and accepted aesthetic values throughout., The OPERATOR shall replace trees damaged by wind, etc. and provide staking as necessary. d. The OPERATOR shall irrigate all tree shrubs and other landscape plants as necessary to maintain them in the optimum conditions for growth. e. The OPERATOR is to keep grass adjacent to trees mowed at the same frequency and to the same height as is applicable to the location of each tree, (e.g., whether fairway or rough). Alternatively, the Lessee may create grass free tree basins of a diameter not greater than four (4) feet to facilitate mowing around the trees. The OPERATOR agrees to maintain any and all new landscape plantings made on the golf course during the term of this agreement. g. Pruning: Height limitation for tree pruning is 15 ft. for trees over 15 ft., pruning shall be limited to the removal of low hanging branches that present a hazard to golf carts or to the golfer, and can be reached with a pole pruner. Shrubs shall be shaped or pruned only as necessary to maintain the natural form of the plant. Stakes and ties are to be inspected monthly for correct installation and placement. When trees are stable enough and have developed sufficient caliper to stand alone, stakes and ties shall be removed. Pest Control: Frequent inspections of all trees and shrubs shall be done. When insect or disease organisms are detected, appropriate control measures shall be taken. 7. Irriqation Svstem Maintenance: Maintain entire irrigation system, except those areas of the water delivery system back flow/gate valve assemblies and main lines in good repair; functioning properly and conforming to all related codes and regulations at all times. Irrigate, as required, to 420 maintain adequate moisture for growth rate and quality appearance. Adequate soil moisture shall be determined by visual observation, plant resiliency, turgidity, examining cores removed by soil probe, moisture sensoring devices and programming irrigation controllers accordingly. a. Consideration must be given to soil texture structure, porosity, water holding capacity, drainage, compaction, precipitation rate, run off, infiltration rate, prevailing wind condition, time of day or night, type of grass, plant and root structure. This may include syringing during the day and hand watering during periods of windy weather. b. In areas where wind creates problems of spraying onto private property or road rights-of-way, the controllers shall be set to operate during the period of lowest wind velocity which would normally occur at night. C. The OPERATOR shall be responsible for monitoring all systems within the described premises and correct for: coverage, adjustment, clogging of lines, and removal of obstacles, including plant materials which obstruct the spray. d. Check systems daily and adjust and/or repair any sprinkler heads causing excessive runoff, including slope areas or which throw directly onto a roadway, paving or walkways. e. All controllers shall be inspected on a daily basis and adjusted on a weekly basis or more frequently as required, considering the water requirements of each remote -control valve (sprinkler station). A soil probe or tension -meter shall be used to determine the soil moisture content in various areas. g. OPERATOR shall observe and notice deficiencies occurring from the original design and review these findings with the OPERATOR so necessary improvements can be considered. OPERATOR shall repair all leaking or defective valves within twenty-four (24) hours following notification from the OPERATOR of such a deficiency. In the event of a reduction of the volume or water supplied to the golf course during peak demand periods, the priority of water distribution by OPERATOR shall be as follows: (1) Greens (2) Tees (3) Fairways (4) Other turf and landscaped areas 8. Lake Maintenance: a. Edaina: Growth retardant may be used on the edges to inhibit growth. Edging shall be scheduled on an as needed basis. 421 b. Litter Control: Lakes shall be inspected on a daily basis and trash and debris shall be removed as needed. 9. Non -Horticultural Maintenance Related to Plav on the Course: a. The OPERATOR shall be responsible for the maintenance of all tee markers, cups, flags, ball washers, trap rakes, yardage signs, benches on the Course, trash receptacles, perimeter fences (excluding range) cleat brushes, rope/stakes, distance markers, and all signs. Maintenance shall include repairing, painting, replacing, furnishing towels; and otherwise keeping these amenities in a good condition that is conducive to player enjoyment of and respect for the Course. b. Cups: During the peak growing season, cups shall be changed as needed. During this operation, inspection of the putting surface shall be made and any ball marks or other damage will be repaired. Cup placement shall conform to USGA rules and shall not be closer than a flag pin length to the edge of the green. On non -mowing days, dew shall be swept or irrigation dew cycle operated. C. Teeina Ground: All tee markers shall be moved as often as the cups are set on the greens. Litter containers shall be emptied daily. Ball washers shall be filled as necessary, and checked every Friday. d. The ball washers located around the Course shall be serviced to ensure fresh sudsy water is available. The towels for the ball washers shall be changed to ensure proper appearance and condition is maintained. e. The OPERATOR shall mark temporary hazards, out-of-bounds areas, and other course conditions as they occur or are required by tournament play. 10. Maintenance of Improvements. Equipment, etc. Not Related to Plav on the Golf Course: a. The OPERATOR shall sweep all areas of areas of the parking lots not swept by the sweeping CONTRACTOR and around the clubhouse on a weekly basis. b. The OPERATOR will be responsible for the cleanliness of the maintenance service area. The need for cleaning these will be identified during inspection tours of the Course. C. The OPERATOR will maintain clean edges on all roadways, parking lots and paths by periodic edging or spraying of plant growth, as determined by inspection tours of the Course. d. The OPERATOR will be responsible for the daily litter cleanup on all paved surfaces of the Course. 422 e. The OPERATOR shall maintain a weed -free condition in an area one (1) foot wide on each side of the base of all fence lines on and around the Course. The OPERATOR shall be responsible for keeping all surface drain lines open and functioning. 11. Miscellaneous Items: a. Drivina Ranae: Police area daily and remove litter. b. Clubhouse: Change cups on practice putting green five (5) times per week. Maintain putting green in same manner as course green; Police area and remove loose trash and debris from walks and landscaped areas. Remove dead flowers from annual flower beds ad plant new ones as needed. C. Trash: Remove all trash and debris resulting from golf course maintenance as it occurs. Clean, repair and replace trash receptacles as necessary to maintain clean, safe and sanitary conditions at all times. 12. Items Not Included: The following items will be funded out of the capital improvement funds on an as needed basis. a. Acts of God Damaae: Damage to the golf course as a result of acts of God may include but are not limited to: removing silt or debris deposited by floods, earthquake, and damage from freezing. These items will be handled on an individual basis as an extra cost to be approved by Operator. b. Sprinkler Valve and Controller Replacement: Replacement of worn-out or non - repairable valves, sprinklers or controllers shall be approved by Operator. C. Pump Stations: Repairs or replacements to all pumps or pump stations. d. Drainaae Svstems: Installing drains to resolve drainage problems caused by excessive runoff from roads or adjacent property shall be handled on an individual basis to be approved by Operator. e. Liahtina Svstems: Range, Course, parking lot and all exterior lighting will be the responsibility of Operator. Maintenance Eauioment: Maintenance eauipment used in the maintenance operation of the Golf Course and arounds to include mowina, rakina, spravina, aerating, transportation, arindina, lifting, diaaina, haulina and spravina. 13. Other Required Duties: a. Maintain shrub and ground cover plantings and lawn areas in a manner to promote health, growth and aesthetically pleasing appearance at all times. b. Maintain all trees in safe, healthy and aesthetically pleasing condition at all times, keeping adjacent turf mowed and trimmed to the trunks of trees on the golf course. Pruning of trees by OPERATOR will be to maintain a seven (7) 423 foot clearance for golf carts and removal and corrective pruning required by fallen or broken branches. C. Control and eradicate rodents and other animal pests as necessary to prevent hazards, holes and destruction of plantings on golf course property. d. Construct and/or maintain and repair as necessary surface flow lines, swales, catch -basins, grates and other drainage structures in clear, weed -free and properly functioning condition at all times. e. Observe all legal requirements and safety regulations, including special licensing requirements in the use and storage of chemicals hazardous materials, supplies and equipment at all times according to CAL -OSHA and the Los Angeles County Agricultural Commissioner. f. Maintain golf maintenance storage buildings and yard in a clean, orderly and safe condition at all times, conforming to all applicable laws and regulations. g. Protect golfers from injury and the golf course from damage in periods of frost, rainy weather, and other unusual conditions at all times. h. Maintain walkways, steps, handrails, header -boards and paths in a clean, edged, safe, week -free condition at all times. Maintain all fencing, netting, protective screens and fence lines in a safe, secure and aesthetically pleasing condition at all times. Maintain interior unpaved service roads in a safe usable condition at all times. k. Inspect the Golf Course Facilities frequently and report deficiencies to OPERATOR as necessary to ensure prompt repair or correction. 424 EXHIBIT "K" RESERVED 109968615W-1 109968615\V-1 US Active\l 13406859\V-2 US Active\113418245\V-2 425 EXHIBIT "L" LIST OF LITIGATION, CLAIMS AND OTHER PROCEEDINGS [TO BE INSERTED PRIOR TO LEASE EXECUTION] 426 427 Exhibit "M" RESERVED 109968615W-1 109968615\V-1 US Active\l 13406859\V-2 US Active\113418245\V-2 Attachment M Proposed Golf Course Management Agreement 429 THE LAKES AT EL SEGUNDO MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("Amement") is made as of this [ ] day of [ ], 2019 ("Effective Date") by and between THE CITY OF EL SEGUNDO ("Owner'), a General Law City and Municipal corporation, having an address at 350 Main Street, El Segundo, California 90245, and TOPGOLF USA EL SEGUNDO, LLC ("Licensee"), a Delaware limited liability company, having an address at 8750 N. Central Expressway, Suite 1200, Dallas, Texas 75231. WHEREAS, Owner owns that certain real property located at 400 Pacific Coast Highway in El Segundo, California, commonly known as The Lakes at El Segundo, as described on Exhibit A (the "Propertv"); WHEREAS, ES CenterCal, LLC ("CCP"), a limited liability company having an address at 1600 East Franklin Ave., El Segundo CA 90245, has entered into that certain Due Diligence and Ground Lease Agreement dated [ ], 2019, with Owner (the "Ground Lease") and that certain Ground Sublease Agreement dated [ ], 2019, with Licensee (the "Sublease" and together with the Ground Lease, collectively, the "Leases"); WHEREAS, pursuant to the Leases, Licensee will develop and operate a Topgolf entertainment facility adjacent to the Property (the "Ton2olf Facility"); WHEREAS, in accordance with the Leases, Licensee will make certain improvements to the portions of the Property comprising the 9 -hole golf course including the construction of a short game practice area, a clubhouse and modifications to the layout of such 9 -hole golf course (the "Golf Course Facility"); WHEREAS, Owner desires to engage Licensee to provide certain services in connection with the management and operation of the Golf Course Facility once it reopens for play following the completion of the Topgolf Facility and the Golf Course Facility, and Licensee desires to render such services, upon the terms and conditions set forth in this Agreement; and NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner and Licensee hereby agree as follows: 1. DEFINITIONS. The following terms, as used in this Agreement, shall have the following meanings, unless otherwise set out in this Agreement. A. Annual Report: A document presented by Operator (defined below) for the operation of the Golf Course Facility to Licensee and the Owner, including a detailed break-out of actual, not projected, Gross Revenue, Gross Receipts, Operating Expense and Working Capital with regard to all operations at the Golf Course Facility for the preceding calendar year, including providing the information available for determining the payments to be made to the City hereunder and 430 whether there are operating losses for purposes of Section 4.K. and 10.G. of this Agreement. B. CPI Adjustment: A percentage that equals the percentage increase of the CPI (as defined in Section 12.A hereof) for the twelve month period ending on December 31 of the year immediately preceding the particular budget year. C. GAAP: US generally accepted accounting principles, consistently applied. D. Gross Revenue: All revenues and income of any nature derived directly or indirectly from the Golf Course Facility or from the use or operation thereof, including, without limitation, revenues and income derived from the sale of food and beverages, greens fees, gross sales proceeds from the sale of memberships or annual passes to the Golf Course Facility, monthly dues from annual pass holders of the Golf Course Facility, rental fees for golf carts, golf clubs and other rental items, lesson fees, including, without limitation, any lesson fees received by Licensee for golf instructions provided by an employee of Licensee and/or Operator and any fees paid by golf instructors acting as independent contractors to Licensee and/or Operator, the proceeds paid for any business interruption, use, occupancy, merchandise or similar insurance policy claim (including insurance proceeds received for repairs or capital improvements in an amount equal to the cost of such items that has previously been included in Operating Expense hereunder); revenue from the sale price of goods/merchandise, including goods/merchandise sold at the pro shop. Gross Revenue shall also include, without duplication, amounts (including insurance proceeds) received as a result of damage to or loss of items in an amount equal to the cost of such items that has previously been included in Operating Expenses hereunder. Excluded from "Gross Revenue" are any credits or refunds made to customers, guests or patrons; any credits received by the Golf Course Facility for lost or damaged merchandise (provided that, any cash payments received for lost or damaged merchandise shall be included in Gross Revenue), any tax payments received by Licensee such as sales taxes, excise taxes, admission taxes, entertainment taxes, amusement taxes, tourist taxes and other taxes or charges; any proceeds from the sale or other disposition of furniture, fixtures & equipment, or any capital assets; any property and/or liability insurance proceeds (other than any insurance proceeds attributable to items the cost of which has previously been included in Operating Expense hereunder, in the amount so included in Operating Expense hereunder), any proceeds of financing or refinancing of the Golf Course Facility (any financing secured by the Golf Course Facility must be approved by Owner, which owner shall have the right to deny in its sole discretion); amounts contributed by Owner or Licensee pursuant to the terms of this Agreement; complimentary sales (i.e. sales for no consideration), complimentary donations of rounds of golf for charitable events; discounts afforded to customers; intercompany transfers of inventory (provided that such transfers are not made in order to reduce Gross Revenues hereunder); and alcohol and beverage license fees. Gross Revenues shall be determined on an accrual basis and in accordance with GAAP. E. Operating Expense: All of the commercially reasonable costs attributable to the operation of, maintenance and capital improvements to the Golf Course Facility and 431 its food and beverage operations, including but not limited to the following so long as such expenses are paid by Licensee or Operator: the fixed management fee payable to Licensee hereunder or to Operator; the Owner's Remittance payable to Owner hereunder; all costs paid by Licensee or Operator and pertaining to employees and independent contractors at the Golf Course, including without limitation, any such costs for golf instructors employed or retained by Licensee and/or Operator, instructors' supplies and teaching aides and fees, salaries, payroll, payroll taxes, benefits, bonuses, recruitment, background processing, relocation costs for the general manager or superintendent of the Golf Course, training, performance management, employment or retention -related legal costs which are not covered by insurance proceeds and do not arise from the negligence or intentional misconduct of the Licensee or Operator, and costs incurred in connection with governmental laws and regulations and insurance rules, including those relating to post employment costs for benefits, health insurance, cobra payments, and any payouts of unused vacation at termination of employment; insurance; marketing costs (including the cost of advertising and the preparation of marketing materials); operational supplies; services; utilities; improvements and Capital Expenditures (in excess of the funds available in the Capital Reserve Account for the year in which the Capital Expenditures were incurred) on an amortized basis in accordance with Section 4.J hereof; maintenance and repair; service agreement; real and personal property taxes levied on the Golf Course Facility; any additions to the Capital Reserve Account and other reserve accounts necessary for the operation of the Golf Course Facility; and, costs attributable to the purchase of goods/merchandise to be sold at the pro shop. Before the commencement of each calendar year during the term of this Agreement (including the remaining portion of the calendar year following the completion of the Topgolf Facility) and the Golf Course Facility, Licensee shall provide to Owner an annual Operating Expense budget for the Golf Course Facility in the form attached hereto as Exhibit F Licensee and Operator (the "Operating Budget"). Beginning in the second calendar year during the term of this Agreement, the aggregate Operating Expense included in the Operating Budget shall not exceed (A) the aggregate Operating Expense included in the applicable annual Operating Budget for the immediately preceding calendar year (annualized with regard to any period of less than a full calendar year), as increased by the CPI Adjustment, multiplied by (B) 1.07, unless the City Official shall have provided his or her consent (such consent not to be unreasonably withheld). The actual Operating Expense incurred by Operator during any calendar year shall be reflected in the Annual Report during the term of this Agreement. The Operating Expense that is included for purposes of the calculation of any Operating Shortfall pursuant to Section 10.G. shall not exceed the aggregate amount of Operating Expense included in the applicable annual Operating Budget, as increased for any additional Operating Expense incurred by Licensee or Operator due to Uncontrollable Expenses. The Operating Budget for the first year of operating is attached hereto as Exhibit F. F. Operator: Licensee or a third party management company engaged by Licensee, in its sole discretion, that manages and operates the Golf Course Facility, including, without limitation, managing the day-to-day operations of the Golf Course Facility. 432 Licensee may delegate any or all of its obligations under this Agreement to one or more Operators and the performance of such duties and obligations by such Operators shall satisfy the obligations of Licensee hereunder with respect thereto. Delegation of such duties shall not relieve Licensee of being responsible to Owner for performance of the obligations under this Agreement. During any periods in which Licensee has not retained an Operator, Licensee shall discharge the duties of Operator hereunder. G. Uncontrollable Expenses: Any cost or expense attributable to costs outside the reasonable control of Licensee and Operator, including without limitation insurance premiums, property and other taxes, governmental fees and charges, supplies, equipment and raw goods, utility costs, water costs for golf course irrigation, costs attributable to Force Majeure, and costs attributable to employees and independent contractors. H. Working Capital: Funds utilized to pay Operating Expenses of the Golf Course Facility. Licensee shall place a cash sum equal to $40,000 per calendar year (including a pro rata share of such amount for any partial calendar year) during the term of this Agreement) in a separate account, controlled by Licensee (the "Capital Reserve Account"), for purposes of making capital improvements to the Golf Course. Notwithstanding the foregoing, Owner shall have the right to periodically audit the Capital Reserve Account. At the expiration or earlier termination of this Agreement, and provided Owner shall have paid any cancellation fee owing to the Licensee pursuant to Section 10.B hereof, the Licensee shall transfer ownership of the Capital Reserve Account, as well as all funds then held in such account to Owner. 2. TERM OF AGREEMENT. The term of this Agreement shall commence upon the completion of the Golf Course Facility and the re -opening of such Golf Course Facility for use by the general public and shall thereafter be coterminous with the term of the Lease, unless earlier terminated in accordance with the terms hereof. Upon any extension of the term of the Lease, provided that this Agreement shall not have been previously terminated in accordance with its terms, the term of this Agreement shall likewise be extended for the same period of time. Unless this Agreement has been previously terminated in accordance with the terms hereof, upon any termination of the Lease, this Agreement shall likewise terminate. 3. APPOINTMENT OF LICENSEE AS MANAGER. From and after the Premises Turnover Date as defined in the Lease, Owner hereby grants to Licensee an exclusive license and the right to supervise and direct the management and operation of the Golf Course Facility for and on the account of Owner. Licensee hereby accepts said grant and agrees that it shall supervise and direct the management and operation of the Golf Course Facility, all pursuant to and in accordance with the terms of this Agreement, and Owner shall permit Licensee to carry out its duties hereunder. Notwithstanding anything herein to the contrary, Licensee has the right to separately engage an Operator to manage the Golf Course Facility. 433 4. MANAGEMENT SERVICES. Licensee shall, or shall cause Operator to, render such services that are set forth in this Agreement and the Golf Course Manual attached hereto as Exhibit C. Such Golf Course Manual shall not be amended or modified except upon the prior written consent of the parties which each may withhold in its sole discretion. As set forth in the Lease, any such amendment or modification shall not obligate the Lessee to incur any additional obligations or costs without the Lessee's written consent thereto. Subject to the terms of this Agreement, Licensee, as an independent contractor, shall have the sole and exclusive right to, or cause Operator to, enter upon, access, operate and manage the Golf Course Facility. Licensee shall have the responsibility and authority to, or cause Operator to, provide general operational management services for the Golf Course Facility, which may include, without limitation, the following services in accordance with the Golf Course Manual as applicable and using reasonable and prudent business judgment: A. Employees and Contractors. All personnel retained or employed at the Golf Course Facility shall at all times be employees or contractors of Operator. Licensee shall cause Operator to, as an Operating Expense of the Golf Course Facility hire, retain, promote, supervise, direct and train all employees and independent contractors at the Golf Course Facility, fix their compensation and fringe benefits, and, generally, establish and maintain all policies relating to retention, employment and employment benefits. Any Operator employee files shall always be the sole property of Operator. Owner shall not, without the written consent of Licensee and/or Operator, offer employment to, hire or employ any Licensee and/or Operator corporate employee or individual who has been a Licensee and/or Operator corporate employee at any time during the six (6) month period prior to the proposed offer of employment or hiring by Owner. The obligations under this Section 4.A shall remain effective from the Effective Date through a period of six (6) months after the termination of this Agreement. The obligations under this Section 4.A shall survive the termination of this Agreement. B. Inventory — Merchandise and Items for Re -sale. Licensee shall cause Operator to, as an Operating Expense of the Golf Course Facility, obtain merchandise for sale at the pro shop at the Golf Course Facility. Licensee shall obtain food and beverage items for sale at the Golf Course Facility. C. Supervision. Licensee shall cause Operator to supervise and manage the Golf Course Facility operations to include golf pro shop, maintenance, instructional programs, club fitting programs, membership sales efforts, short game and practice putting facilities, administration, and other ancillary services at the Golf Course Facility. Licensee shall supervise and manage the sale of food and beverage services at the Golf Course Facility. D. Equipment. Licensee shall cause Operator to maintain in good working condition and order the physical plant and equipment at the Golf Course Facility, including the golf course and all physical structures which are part of the Golf Course Facility, 434 and all vehicles and other maintenance equipment necessary to the maintenance and operation of the Golf Course Facility in the normal course of business. Prior to the Premises Turnover Date, Owner shall transfer to Licensee equipment currently used to maintain the Golf Course Facility and such transferred equipment shall not be considered Gross Revenue or Operating Expense; provided, however, the costs of any maintenance or repairs of any equipment at the Golf Course Facility (including any Equipment transferred to Licensee by Owner), as well as the costs of any equipment purchased by Licensee and/or Operator for use at the Golf Course Facility shall be considered an Operating Expense and shall be amortized as provided for in Section 4.J of this Agreement. Equipment transferred to Licensee by Owner shall be the property of the Licensee during the term of this Agreement, and upon the termination of this Agreement in accordance with other provisions of this Agreement, Licensee shall transfer to Owner equipment having the same value of any equipment initially transferred to Licensee. If the equipment exceeds this value then Owner's liability therefore shall be amortized as described in Section 4.J and included in the calculation of the cancellation fee in accordance with Section 10.13 of this Agreement. The equipment transferred by Owner to Licensee hereunder and its value as of the date hereof are set forth on Exhibit G hereto. E. Purchasing and Procurement. With respect to the duties and responsibilities of Licensee and/or Operator as set forth in this Section 4, Licensee shall cause Operator to arrange for the procurement, on behalf of Licensee and as an Operating Expense of the Golf Course Facility in accordance with the terms of this Agreement, all operating supplies, operating equipment, inventories and services as are deemed necessary by Licensee and/or Operator to the normal and ordinary course of operation of the Golf Course Facility and to operate the Golf Course Facility. F. RESERVED G. Marketing. Licensee shall cause Operator to create, direct, and implement an annual marketing plan for the Golf Course Facility. All advertising fees and promotional fees paid by third parties to the Golf Course Facility shall belong to and constitute Gross Revenues of the Golf Course Facility and shall be deposited in the Accounts. No "offsite advertising" (i.e. advertising of businesses other than the Golf Course Facility or products sold at the Golf Course Facility) shall be permitted on the Golf Course Facility that is visible from the public right of way. All marketing materials shall remain the property Licensee and/or Operator. All advertising signage (e.g. pylon, monument, billboard and similar signage) must comply with the El Segundo Municipal Code and the City shall have the right in its in sole discretion to approve of any advertising signage visible from a public street or sidewalk; provided that all advertising signage in its current form at the Golf Course Facility as of the date hereof is hereby approved by the City. H. Accounting. Licensee shall cause Operator to, as appropriate under separate agreements, pay all vendors of the Golf Course Facility. Licensee shall cause Operator to be responsible for budgeting, bookkeeping and reporting services for 435 the Golf Course Facility. Copies of all books and records shall be kept at the Golf Course Facility. All books, records, software, data, programs, manuals and the like shall remain the property of Licensee. 1. Reporting. Licensee shall cause Operator to prepare and deliver to Owner and Licensee an Annual Report. Neither Licensee nor Operator shall be responsible for the accounting or tax reporting requirements of the Owner, including but not limited to Owner's equity or payment of any invoices which relate to a period prior to the Effective Date (or any periods following the termination of this Agreement). Owner shall provide Licensee opening entry data for the balance sheet within 15 days of the Effective Date. The Annual Report shall be furnished to Owner by the 90th day following the last day of each fiscal year. 2. Payroll and Benefits. Licensee shall cause Operator to establish, administer, and maintain the payroll procedure and systems for the employees at the Golf Course Facility and shall cause Operator to be responsible for overseeing the benefits to, and handling the appropriate payroll deductions for, individual employees. All employees of the Golf Course Facility shall be employees of Operator, and Licensee shall cause Operator to comply with applicable Federal and State employment laws. I. IT Services. Licensee shall cause Operator to create, direct, and implement activities regarding IT functionality, in a safe and stable manner, for the Golf Course Facility. Amortization of Capital Expenditures. In calculating Operating Expense hereunder, any Capital Expenditures shall be amortized on a straight-line basis over the useful life of the assets in question. For purposes of this Agreement (and the calculations set forth herein), the parties hereto agree and acknowledge that the following assets be amortized pursuant to GAAP: any Capital Expenditures funded by Licensee or Operator with regard to the Golf Course following the commencement of the term of this Agreement. K. Operating Expenses and Owner's Remittance. 1. Remittance. No later than ninety (90) days following the end of each calendar year during the term of this Agreement, Licensee shall, or cause Operator to, remit directly to Owner an amount equal to (i) Twenty Thousand Dollars per annum (the "Cash Remittance"), plus (ii) a cash sum equal to three percent (3%) of the Gross Receipts from all beverages (alcoholic and non-alcoholic) sold by Licensee or Operator at the Golf Course during the applicable calendar year (collectively, the "Owner's Remittance"). The Cash Remittance shall be prorated for any periods of less than a full calendar year during the term of this Agreement and the Cash Remittance shall increase by ten percent (10%) at the commencement of each five-year period during the term of this Agreement commencing with 436 the day following the fifth (5th) anniversary of the first day of the term of this Agreement. Owner and Licensee will periodically review and analyze the payment methodology relating to the Owner's Remittance and may make adjustments thereto that are mutually agreed upon by them in writing. The term "Gross Receipts" wherever used in this Agreement shall mean the aggregate amount of sales (whether for cash, on credit or otherwise) of all alcoholic and non-alcoholic beverages made by Licensee or Operator at the Golf Course in connection with the business operation conducted at the Golf Course, but shall not include any federal, state, municipal or other sales, value added or retailer's excise taxes paid or accrued, regardless of whether such taxes are collected from customers or absorbed, sales to employees, complimentary sales, donations for charitable events, discounts afforded customers from the redemption of coupons, fees paid to credit card issuers and processors, bulk and/or intercompany transfers of inventory (provided no such transfer is made to avoid liability for the remittance hereunder), or alcohol beverage license fees (if any). All amounts (if any) of cash then in the Operating Account for the prior calendar year in excess of the Owner's Remittance shall be the sole property of Licensee and may be transferred to an account held by Licensee as Licensee may designate from time to time. 2. Operating Expenses. Licensee shall cause Operator to pay all Operating Expenses, in accordance with the terms of this Agreement, for the Golf Course Facility from the Operating Account. Licensee will, or will cause Operator to, collect and remit sales, use, value -included and excise taxes on sales and rentals at the Golf Course Facility. Licensee is required to ensure that sufficient Working Capital is present in the Operating Account to enable Operator to pay, on behalf of Owner, all Operating Expenses. Licensee will not pay Federal or State income or other taxes levied on Owner. Under no circumstances shall Licensee be liable for Federal, State, or local taxes of any kind whatsoever levied against Owner in relation to the Golf Course Facility ownership, license income, or operations, all of which shall be Owner's sole obligation. Owner reserves, and Lessee acknowledges, the Owner's right to challenge any such tax levy. L. Service Contracts; Assignment of Operations. During the term of this Agreement Licensee and/or Operator shall enter into service agreements with third parties that are commercially reasonable and required for the proper operation and maintenance of the Golf Course (collectively, "Service Avreements"). The costs attributable to such Service Agreements shall be set forth in the Operating Budget and included in Operating Expenses hereunder. Licensee and Operator shall not enter into any such Service Agreement the term of which is greater than three years unless Owner has the right to terminate such Service Agreement upon any termination of this Agreement. Upon termination of this Agreement, Licensee shall within five (5) business days request of Owner whether Owner will accept assignment of, those contracts and agreements relating to the operation of the Golf Course Facility and any vendor accounts, which decision shall be made in the Owner's sole discretion within ten (10) business days of receipt of the request by Licensee. Licensee shall terminate any contracts and agreements that are not so accepted by Owner 437 following termination of this Agreement. 5. ACCOUNTS. Licensee may establish one or more accounts (collectively, the "Accounts"), including an operating account (the "Operating Account"), for use in its management and operation of the Golf Course Facility. The Accounts shall be the sole property of Licensee and Licensee shall access and use the Accounts in compliance with the terms of this Agreement. All revenues, receipts, and funds received from the operation of the Golf Corse Facility and deposited into the Accounts from time to time by Owner or Licensee shall be defined as and constitute Working Capital herein. Licensee shall use the Operating Account to pay all expenses and costs authorized by this Agreement. Any funds in the Accounts in excess of Operating Expenses may be transferred by Licensee to one or more other accounts maintained by Licensee or its affiliates. To the extent that the Owner receives any payments attributable to the Golf Course Facility (including any tax refunds, license fees and other revenues and payments, excluding applicable City business license taxes payments) which are a refund of amounts paid by Licensee or Operator, Owner Shall promptly notify Licensee and deposit such payments in the Account designated by Licensee. Upon cancellation or termination of this Agreement for any reason, Licensee shall continue to use the Accounts to satisfy all Operating Expenses incurred through the applicable termination effective date. Following the payment of (or provision for the payment of) such Operating Expenses, Licensee may after paying all monies due to Owner pursuant to this Agreement transfer any remaining balances in the Accounts to one or more other accounts maintained by Licensee or its affiliates. 6. INSURANCE. Licensee, at its expense, shall secure and maintain property and casualty, general liability, crime, and worker's compensation insurance coverage for the Golf Course Facility as set forth in Exhibit B-1, provided Licensee has continued access and control of the property constituting the Golf Course Facility. Owner shall secure and maintain the insurance coverages for the Golf Course Facility as set forth in Exhibit B-2. Such policies shall name Licensee, Owner, and their respective officials, officers, employees and agents and any applicable third parties as additional insureds or, as applicable, loss payees under such policies. All insurance policies required hereunder shall contain a provision requiring the insurer to notify Licensee, Owner and other named insureds at least thirty (30) days in advance of any cancellation or termination of such policy and satisfactory waiver of subrogation provisions. The insurance shall be primary and noncontributory. 7. COMPENSATION AND FEES. For its services hereunder, Licensee shall be paid a management fee ("Management Fee") of one dollar ($1.00) per year, commencing on the Effective Date, and continuing through the term of this Agreement. The Management Fee shall be payable on January 1St of each year from the Operating Account. The Management Fee shall be a net fee to Licensee and shall not include any expenditures as provided for in this Section 7 or any other Operating Expenses. In addition, Licensee shall be entitled to the net profits (i.e. Gross Revenues in excess of Operating Expenses) attributable to the Golf Course Facility during the term of this Agreement, except for the Owner's Remittance, as further described in Section 4.K(1) hereof. 8. CONTINUOUS OPERATION AND USE OF GOLF COURSE FACILITY. During the term of this Agreement and following the completion of the Golf Course Facility and the Topgolf Facility, the Golf Course Facility shall be primarily operated as an executive course and shall be open for use by the general public as provided in the Operating Manual (subject to reasonable periods of closure due to Force Majeure, casualty, renovation, maintenance, repair (including, without limitation, any repairs to stormwater, electric and other infrastructure), condemnation, or any Specified Holidays, as defined in the Ground Lease). Additionally, following the tenth (10th) anniversary of the Effective Date during the term of this Agreement, the Licensee shall be allowed to close in accordance with Section 9.F of this Agreement. Licensee shall coordinate and implement all instructional programs, club fittings and golf play in accordance with the terms of the Golf Course Manual. In the event of a breach of this Section by Licensee, Owner shall have the remedies available pursuant to Section 9.1) hereof and, if applicable, Section 9.17 hereof. 9. DEFAULT AND REMEDIES. A. Owner Default. The following shall constitute an event of default ("Event of Default") by Owner under this Agreement: 1. Failure by Owner to perform any material obligation set out in this Agreement; 2. Assignment by Owner for the benefit of its creditors, or becoming a party for more than thirty (30) days to any voluntary or involuntary insolvency proceedings or bankruptcy proceedings or reorganization; or 3. Interference or lack of cooperation by Owner which hinders or renders Licensee unable to fulfill its obligations under this Agreement as objectively determined by Licensee. B. Licensee Default. The following shall constitute an Event of Default by Licensee under this Agreement: 1. Failure to maintain the amenities of the Golf Course Facility in an objectively reasonably good condition and in accordance with the Golf Course Manual, not including failures resulting from Force Majeure or other events or conditions beyond the reasonable control of Licensee; 2. Failure of Licensee to perform any material obligations set forth in this Agreement; 3. Lack of cooperation by Licensee which hinders carrying out the teens or obligations of this Agreement; or 439 4. Assignment by Licensee for the benefit of its creditors or becoming a party for more than thirty (30) days to any voluntary or involuntary insolvency proceedings or bankruptcy proceedings or reorganization. C. Notice and Cure. When either party to this Agreement believes that the other party (the "Defaulting Partv") has committed an Event of Default (other than a Material De Facto Refusal to Manage, as defined below), it shall give written notice thereof to the Defaulting Party. The written notice must clearly state that it is a notice of default and provide a detailed description of the alleged default. The written notice will not be deemed a proper notice until sufficient detail to clearly and fully inform the Defaulting Party of the alleged default is provided. The Defaulting Party shall have thirty (30) calendar days from the date of the proper notice to cure the default unless the default is a non -monetary default and, due to weather, growing conditions or other factors beyond the reasonable control of the Defaulting party, requires more time to cure. In order to qualify for a longer cure period, the Defaulting Party must earnestly begin to cure within thirty (30) calendar days from the date of the notice to cure and diligently pursue such cure and provide the other party with a detailed description of the actions necessary and the timing of such actions to cure the default. In no event will the Defaulting Party have more than ninety (90) days from the date of the notice in the aggregate to cure a non -monetary default D. Rights upon Default. If the Defaulting Party does not cure the default within the grace period provided in Section 9C above, the party complaining of the default (the "Complaining Partv") may request that the dispute resolution process outline in Exhibit D be utilized to resolve the default. If the dispute resolution results in a determination that the defaulting party must undertake certain actions to cure the default and the defaulting party fails to timely commence to cure the default and compete the cure within the time frame specified in the dispute resolution process then the non -defaulting party may terminate this Agreement. To terminate this Agreement for default, the Complaining Party must issue a written notice of termination to the Defaulting Party clearly stating the basis for the termination and the Defaulting Party's failure to cure the alleged default (the "Default Termination Notice"). The termination shall be effective on the date set forth by the Complaining Party in its termination notice, provided such notice was properly delivered hereunder and provided further that, with regard to any termination hereunder other for an uncured breach of Section 8 hereof by Licensee (a "Section 8 Termination"), such termination date shall be no later than thirty (30) days following the date of such termination notice (the "Default Termination Effective Date"). With regard to a Section 8 Termination, the termination date shall be no earlier than ninety-one (9 1) days following the delivery of the initial notice of default by the Complaining Party pursuant to Section 9.0 hereof. E. Licensee Termination of Agreement Without Cause/Refusal to Manage. In the event that Licensee (i) refuses to manage or cause the management of the Golf Course Facility in contravention of the terms of this Agreement and fails to cure such default following receipt of notice from Owner pursuant to Section 9.0 above, (ii) terminates this Agreement other than as a result of an Event of Default by Owner or other e permitted basis upon which Licensee is given the right to terminate this Agreement as provided herein, and (iii) has not previously paid Liquidated Damages to Owner (collectively, a "Refusal to Manage"), Licensee shall within thirty (30) days after the occurrence of the Refusal to Manage pay to Owner a cash sum equal to Three Million Dollars ($3,000,000). Any payment made by Licensee to Owner pursuant to this Section 9E or Section 9F below shall be referred to herein as "Liquidated Damages" or "Termination Fee"). Upon payment of Liquidated Damages by Licensee to Owner hereunder, Owner shall have no further rights or remedies with regard to any Refusal to Manage. Any dispute arising out of this Section E. shall be subject to the dispute resolution process set forth in Section F. 1. Through 5. Below. F. Material De Facto Refusal to Manage. After the expiration of the tenth (10th) anniversary of the Effective Date during the term of this Agreement, if Owner believes that Licensee in bad faith and in intentional disregard of its duties under this Agreement has failed to perform its management and other duties hereunder such that the Golf Course Facility has fallen into material disrepair, presents an imminent hazard to persons on or about the Golf Course Facility or is closed to residents of El Segundo for a period exceeding thirty (30) days during any one year period (other than as a result of Force Majeure, casualty, renovation, maintenance, repair (including, without limitation, any repairs to stormwater, electric and other infrastructure), condemnation, breach by the City or any Specified Holidays, as defined in the Ground Lease) and Licensee has not previously paid Liquidated Damages to Owner (collectively, a "Material De Facto Refusal to Manage"), then the following procedures shall apply: 1. Owner shall send written notice to Licensee setting forth the specific basis upon which it believes there has been a Material De Facto Refusal to Manage (the "Owner Notice"). 2. During the fifteen (15) day period following its receipt of an Owner Notice, Licensee may, by provision of written notice to Owner (a "Tonlzolf Notice"), elect to (i) cure the matters set forth in the Owner Notice (and, in such event, Licensee shall have a period of sixty (60) days following delivery of the Topgolf Notice to effectuate such cure; except for closures exceeding the 30 days period in which event the cure must be implemented within 30 days; provided that, in the event that such matters cannot reasonably be cured by Licensee within the applicable period, Licensee shall be provided with such additional time as may be reasonably required to effectuate the cure of such matters), or (ii) dispute the basis upon which Owner has claimed a Material De Facto Refusal to Manage (a "Dispute Election"). 3. If Licensee elects the cure option above and does not cure within the applicable period, then the matter shall proceed to binding arbitration as set forth below. If Licensee makes a Dispute Election, during the thirty (30) day period following such election (the "Elevation Period") the dispute shall be elevated to top management of Owner and Licensee for them to discuss and try to resolve the dispute in good faith. In the event that the issues are not 441 resolved during the foregoing thirty (30) day period, then the parties shall seek to resolve the dispute by mediation/arbitration as described below. 4. In the event that the dispute is to be resolved via mediation/ arbitration, the parties shall submit to a mediation session administered by JAMS within thirty (30) days following the end of the Elevation Period (the "Mediation Period"). If the parties do not resolve the dispute in the Mediation Session, then during the fifteen (15) day period following the end of the Mediation Period, either party may elect to have the dispute resolved by arbitration pursuant to the JAMS rules of arbitration. In any such arbitration the arbitrator shall be required to render a reasoned decision that shall set forth a conclusion as to whether the conduct of Licensee has amounted to a Material De Facto Refusal to Manage the Golf Course Facility and the actions that Licensee may take to cure such Material De Facto Refusal to Manage (the "Cure"). 5. During the fifteen (15) day period following any decision of the arbitrator that there has been a Material De Facto Refusal to Manage, (i) Licensee may elect to undertake the Cure and, in addition to the forgoing fifteen (15) day period, Licensee shall have such additional period of time as may reasonably be required to effectuate the Cure, or (ii) Licensee or Owner may elect to appeal the arbitrator's decision using the JAMS arbitration appeal procedure. Any such appeal shall be heard by a three (3) member panel of arbitrators (which will be selected within 10 days pursuant to a random process implemented by JAMS) and a decision shall be rendered by a majority of the arbitrators within 30 days based upon the record before the original arbitrator. In the event that the panel affirms that there has been a Material De Facto Refusal to Manage the Golf Course Facility by Licensee and affirms the Cure, then during the thirty (30) day period following the panel rendering such decision (plus such additional period as shall be reasonably required for Licensee to effectuate the Cure), Licensee shall have the right to effectuate the Cure. In the event that Licensee refuses to effectuate the Cure during the foregoing period then it shall within fifteen (15) days thereafter pay to Owner a cash sum equal to Three Million Dollars ($3,000,000). Upon payment of Liquidated Damages by Licensee to Owner hereunder, Owner shall have no further rights or remedies with regard to any Material De Facto Refusal to Manage the Golf Course Facility. I. TERMINATION FEE/LIQUIDATED DAMAGES. THE PARTIES AGREE THAT A REFUSAL TO MANAGE OR MATERIAL DE FACTO REFUSAL TO MANAGE BY LICENSEE AS DESCRIBED IN SECTION 9.E. AND 9.F. ABOVE WILL RESULT IN DAMAGES TO OWNER, AS LICENSEE IS RESPONSIBLE FOR PAYING CERTAIN LOSSES HEREUNDER DURING THE TERM OF THIS AGREEMENT AND THE SUCCESSFUL FINANCIAL OPERATION OF THE GOLF COURSE FACILITIES AND PREMISES IMPROVEMENTS ARE TIED TOGETHER BASED UPON THE JOINT OPERATION OF THE FACILITIES AND IMPROVEMENTS, WHICH IS ONE OF THE REASONS THAT OWNER 442 IS ENTERING INTO THE LEASES, AND THEREFORE SUCH DAMAGES ARE EXTREMELY DIFFICULT OR NOT POSSIBLE TO CALCULATE AND FURTHER THAT LICENSEE IS WILLING TO PAY A TERMINATION FEE AND LIQUIDATED DAMAGES/TERMINATION FEE IN THE AMOUNT OF THREE MILLION DOLLARS ($3,000,000.00) AS DESCRIBED ABOVE. OWNER INITIALS LICENSEE INITIALS J. Owner and Licensee shall use commercially reasonable efforts to ensure that any dispute has occurred shall be resolved no later than nine (9) months following delivery by Owner or Licensee of the alleged default by the other party. 10. TERMINATION, CANCELLATION, AND OPERATING SHORTFALLS. A. Termination. 1. For Cause. Either party may terminate this Agreement upon the occurrence of an Event of Default by the other party as provided in Section 9D above. 2. Without Cause. Owner may terminate this Agreement without cause upon one hundred eighty (180) days prior written notice to Licensee; provided, however, in no event shall Owner give notice to terminate this Agreement without cause during the initial two years of this Agreement. 3. Pavment of Liquidated Damaizes. Following payment of Liquidated Damages by Licensee to Owner, Licensee or Owner may terminate this Agreement upon provision of written notice to the other party. 4. Termination of SCE License Agreement. The parties agree and acknowledge that the operation of the Golf Course is dependent upon the existence and continuation of that certain License Agreement dated as of June 24, 1991 by and between Southern California Edison Company, a California corporation, as licensor (the "Licensor") and the City as licensee (the "SCE License"). In the event that during the term of this Agreement the SCE License shall terminate (and shall not be replaced with a license agreement in which Licensor grants the City and Licensee and Operator with at least equivalent rights as set forth in the License) and it is not commercially feasible for Licensee and/or Operator to continue to operate the Golf Course in the same manner as Licensee and/or Operator operated the Golf Course prior to such termination, then Licensee or Owner may terminate this Agreement upon thirty (30) days' prior written notice to the other party hereunder. B. Cancellation Fee; Default by Owner. In the event either: (i) Owner terminates this Agreement without cause as provided in Section 10A(2) above, or (ii) Licensee terminates or this Agreement is terminated due to an Event of Default of Owner 443 pursuant to Section l0A(1) above and Licensee is not then in default (pursuant to a default in which Owner has provided written notice to Licensee and Licensee has been granted the opportunity but has failed to cure pursuant to Section 9.0 above), then Owner shall pay to Licensee, within forty-five (45) days of the effective date of such termination, a cancellation fee equal to the unamortized cost of any Capital Expenditures invested in the Golf Course Facility by Licensee (other than any Excluded Capital Expenditures) and any such Capital Expenditures funded by the Capital Reserve Account described in Section 1.H hereof, during the term of this Agreement (i.e. the gross cost of all such Capital Expenditures made by Licensee with regard to the Golf Course Facility amortized in accordance with Section 4.J hereof) but excluding any Capital Expenditures attributable to equipment and other assets sold by Licensee prior to the effective date of such termination. For purposes hereof the term "Capital Expenditures" shall include all expenditures for equipment, machinery, projects, building systems and all improvements, repairs or replacements which have a useful life (in accordance with GAAP) of a period of twelve (12) months or more and which cost in excess of Five Thousand Dollars ($5,000). Expenditures for routine and ordinary repairs and maintenance shall not be considered Capital Expenditures. For purposes hereof and other references to capital improvements and expenditures in this Agreement, the term "Excluded Capital Expenditures" means the Capital Expenditures made by Licensee pursuant to the Lease, set forth in Exhibit D_ thereto, and prior to the re -opening of the Golf Course Facility, including without limitation installing lights upon the Golf Course Facility and moving holes and improvements on the Golf Course Facility in order to accommodate the Topgolf Facility. D. No Waiver. By terminating this Agreement in accordance with this Section 10, neither party shall be deemed to have waived any action it might have, in law or equity, by reason of a breach of or default under this Agreement. E. Proprietary Material. Upon termination or cancellation of this Agreement, for any reason or under any circumstances, Licensee's or Operator's (i) proprietary software and computer programs relating to accounting, operations, marketing, and forecasting, (ii) operations and employee training materials and manuals of Licensee or Operator and (iii) the information and processes related to and used by Licensee or Operator in the marketing and agronomic plan shall remain the sole property of Licensee or Operator, as applicable, and shall be removed by Licensee or Operator, as applicable, upon termination of this Agreement. F. Transition. Provided that Licensee has received, in full, payment of all fees due to it pursuant to this Agreement, including but not limited to all Management Fees and the Cancellation Fee, Licensee shall, without additional payment by the Owner, cooperate beyond the applicable termination effective date with Owner and any replacement manager for a reasonable period after the applicable termination effective date (all parties hereto agree that a reasonable period is not less than two (2) weeks and not more than four (4) weeks) to facilitate the orderly transition of the management of the Golf Course Facility. G. Oneratina Shortfalls. During all periods in which (i) Owner continues to own the Golf Course Facility, (ii) the Lease remains in full force and effect, and Operating Shortfalls are incurred in excess of $150,000 (the "Loss Threshold") by Licensee in three calendar years during any seven year period, then Owner shall reimburse Licensee for all future Operating Shortfalls in excess of the Loss Threshold per year (the "Reimbursement Obligation"). Within ninety (90) days following the end of each calendar year during which the Reimbursement Obligation is in effect and in which an Operating Shortfall has occurred, Licensee and Guarantor shall provide Owner with an Annual Report (together with any reasonable supporting documents and materials) evidencing such Operating Shortfall. All amounts owing with respect to the Reimbursement Obligation shall be paid by Owner to Licensee within thirty (30) days of Owner's receipt of the pertinent annual statement (and reasonable supporting documents and materials). For purposes of this Section, "Operating Shortfall" shall mean, for any given calculation period, Operating Expenses exceed Gross Revenues. The Loss Threshold will be prorated for any period of less than a full calendar year during the term of this Agreement. The Loss Threshold shall increase by ten percent (10%) at the commencement of each five- year period during the term of this Agreement commencing with the day following the fifth (5th) anniversary of the first day of the term of this Agreement. Notwithstanding the definitions set forth in Section 1.D and Section LE hereof, all revenue and expense amounts shall be recorded in a manner that is equitable to both parties hereto and accurately reflects actual profits and losses of the operation of the Golf Course Facility for purposes of this Section 10.G. 5. H. Owner's Review. Upon reasonable prior written notice, but not less than forty-eight (48) hours' prior written notice, representatives of Owner shall have the right, up to twice each calendar year, at any time during normal business hours, to review Licensee's and/or Operator's books and records relating to the calculation of all Gross Revenues, Gross Receipts and Operating Expenses for the Golf Course Facility. All expenses related to any such review shall be borne exclusively by Owner unless such audit reveals that any the Gross Revenues, Gross Receipts or Operating Expenses were misstated by five percent (5%) or more in which case the cost of the audit shall be borne by Licensee. 11. RESERVED 12. RESIDENT FEES; Increases Limited. The resident fee schedule attached hereto as Exhibit E (as updated from time to time in accordance with the provisions hereof, the "Resident Fee Schedule") states the maximum fees that Operator may charge to El Segundo residents to play golf at the Golf Course Facility (other than Night Golf). 445 A. After Operator completes the Golf Course Facility and the Golf Course Facility reopens for public play, the rates on the Resident Fee Schedule shall increase once each calendar year on April 1 by the greater of: 1. a percentage that equals the percentage increase of the CPI (as defined below) for the twelve month period preceding December 31 immediately preceding the scheduled increase, and 2. 2% more than the fee listed on the Resident Fee Schedule on the immediately preceding April 1. (in the case of 1 or 2, as applicable, the "Maximum Allowed Increase"). For purposes of this Agreement the term "CPI" means the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for CPI U (All Urban Consumers) for the Los Angeles — Long Beach and Anaheim metropolitan area, all items (1982-1984=100); provided that if the aforementioned compilation or publication of the CPI shall be discontinued, the parties shall use the government index that most closely approximates such index. For purposes hereof, "Night Golf' means any golf play in which the player or players tee off later than the following times: (i) November 1 - March 15, 5:00 pm local El Segundo time; (ii) March 16 - Memorial Day, 7:00 pm local El Segundo time, (iii) the day following Memorial Day - Labor Day, 8:00 pm local El Segundo time, and (iv) the day following Labor Day - October 31, 7:00 pm local El Segundo time. B. Each year on April 1, Operator may update the Resident Fee Schedule to reflect any permitted increases in the fees that it charges El Segundo residents to play golf at the Golf Course Facility in accordance with Section 12A hereof and may increase such fees that it charges to El Segundo residents up to the amount listed on the Resident Fee Schedule. Except as otherwise expressly permitted hereby, Operator shall not charge fees to El Segundo residents to play golf at the Golf Course Facility that exceed the fees listed on the Resident Fee Schedule (as updated in accordance with the provisions hereof). C. Operator may, based upon prudent business practices, charge a fee to play golf at the Golf Course Facility to El Segundo residents that is less than the maximum amount of that fee listed on the Resident Fee Schedule. If Operator charges such a fee that is less than the maximum fee stated on the Resident Fee Schedule, Operator may increase that fee at any time up to an amount equal to or less than the maximum fee listed on the Resident Fee Schedule. D. If in any calendar year Operator desires to increase any of the fees on the Resident Fee Schedule by an amount that exceeds the Maximum Allowed Increase, Operator must obtain the prior written approval of the City Manager ( the "City Official") or such increase must comply with the provisions of Section 12.H hereof. Operator shall not charge any increased fee otherwise prohibited by this Section 12 unless the City Official has approved the same in writing. moo E. Except as permitted by Section 12.1-1, and hereof, if in any calendar year Operator desires to add a new fee to the Resident Fee Schedule, or to recharacterize an existing fee and increase the amount of the recharacterized fee in excess of the Maximum Allowed Increase, Operator must obtain the City Official's prior written approval. Except as permitted by Section 12.1-1 hereof, Operator shall not charge any such new or recharacterized fee to El Segundo residents that the City Official has not expressly approved in writing. F. El Segundo residents must possess an El Segundo Recreation and Park's identification card to qualify for the rates set forth above. G. Reserved. H. Despite the preceding provisions of this Section 12, Operator may increase one or more fees on the Resident Fee Schedule more than the Maximum Allowed Increase (including any such increase effectuated by recharacterizing and increasing such a fee) or impose a new fee (collectively an "Adjustment") without the approval or consent of the City Official if all the following conditions precedent occur: 1. Owner imposes a new tax, fee, charge or other imposition (an "Imposition") that applies to Operator's operation of the Golf Course Facility; 2. the new Imposition causes an increase in Operator's costs and expenses under this Agreement (for example, the cost of a new or increased tax imposed on golf play would increase Operator's costs and expenses under this Agreement); 3. Operator cannot reasonably offset the increased costs and expenses by increasing fees or charges not on the Resident Fee Schedule; 4. before implementing the Adjustment, Operator provides detailed financial information reasonably satisfactory to the City Official that shows how the new Imposition will increase Operator's costs and expenses, and how the proposed Adjustment will offset the increase; 5. at the City Official's request, Operator meets with City Manager and Finance Director and in good faith confers about the accuracy of Operator's calculations; and 6. the Adjustment increases fees no more than reasonably necessary to offset Operator's increased cost and expenses directly attributable to the new Imposition. I. Despite any other provision of this Section 12, the rates listed on the Resident Fee Schedule must never exceed the rates Operator charges to non -El Segundo residents for the same goods or services. 447 J. Notwithstanding any provision hereof to the contrary, the limitations on the fees that Operator may charge for golf play at the Golf Course Facility set forth herein shall not apply to Night Golf. 13. LIQUOR LICENSE. Subject to any relevant California Alcoholic Beverage Control ("ABC") licensing requirements, Licensee or Operator shall maintain at all times (except for the application period) a valid liquor license on the premises, and all of the parties hereto shall comply with all relevant ABC laws regarding the use of such license. 14. Capital Improvements. Licensee shall use or cause Operator to use the Capital Reserve Account further described in Section 1.H hereof for the purpose of funding Capital Expenditures. 15. FIRE AND OTHER CASUALTY; CONDEMNATION. A. Casualtv. 1. Golf Course Damage. In the event that the Golf Course Facility is damaged or destroyed by fire, earthquake or casualty not due to the negligence or intentional misconduct of Owner or Licensee and the proceeds of the insurance policies maintained by Owner and/or Licensee on the Golf Course Facility are not sufficient to fully repair or restore the Golf Course Facility (and Owner fails to make additional funds available to Licensee in an amount at least equal to one-half of the foregoing shortfall in order to repair and restore the Golf Course Facility), then Licensee may upon notice to Owner terminate this Agreement and in such event Licensee shall have no further obligation to repair or restore the Golf Course. To the extent the Golf Course Facility is damaged or destroyed by fire, earthquake or casualty due to the negligence or intentional misconduct of Licensee, Licensee shall be responsible for making all repairs to restore the Golf Course at its expense and continue to honor its obligations to operate the Golf Course as provided in this Agreement. In the event that the Golf Course Facility is damaged or destroyed by fire, earthquake or casualty due to the negligence or intentional misconduct of Owner, Owner shall be responsible for making all repairs to restore the Golf Course at its expense and to the extent that Owner determines that it will not fully repair or restore the Golf Course at its sole cost, then Licensee may upon notice to Owner terminate this Agreement and in such event Owner shall have no further obligation to repair or restore the Golf Course. 2. Damage to Buildings on the Golf Course. If (i) only the buildings included in the Golf Course Facility are damaged or destroyed by fire, earthquake, casualty or any cause whatsoever, except due to the negligence or intentional misconduct of Licensee or Owner in which case the provisions of 15.A.1. shall apply, and (ii) the golf course is fit for play, then, provided Owner makes sufficient cash sums (including insurance proceeds) available to Licensee for such purpose, temporary structures shall be placed on the property for purposes of allowing for a starters' structure to allow for the coordination and continued use of the Golf Course Facility. With regard to replacing or repairing the restaurant, pro shop and other facilities, unless the parties reach another agreement in their respective sole discretion, the party whose negligence or intentional misconduct caused such damage or destruction shall be responsible for diligently working to replace or repair the buildings. If the damage is not due to either party's fault, the parties shall coordinate and cooperate to make reasonable efforts to seek insurance or third -party proceeds to repair or replace the facilities and such insurance proceeds shall be made available to Licensee as provided above. 3. Business Interruption Insurance; Personal Property Coverage. The proceeds of any business interruption insurance and insurance on its personal property maintained by Licensee shall be the sole property of and retained by Licensee. A. Condemnation. 1. Total Taking. If any material part of the Golf Course Facility is taken in any proceeding by any governmental authority by condemnation, eminent domain, or otherwise or is conveyed under threat of such taking such that the remaining portion will not permit Licensee to operate its business on the Golf Course Facility in the manner that it previously conducted such business (as reasonably determined by Licensee), then Licensee may terminate this Agreement by delivery of written notice to Owner. 2. Partial or Temporary Taking. In the event the Golf Course Facility is partially or temporarily taken and this Agreement is not terminated, and Licensee can operate its business on the Golf Course Facility in the manner that it previously conducted such business (as reasonably determined by Licensee), or Licensee's operations are only temporarily interrupted, the Golf Course Facility shall be repaired and restored in accordance with plans and specifications or put back into operation when Licensee and the Owner reasonably determine to be appropriate; provided such plans and specifications are in compliance with applicable law. The Golf Course Facility shall be restored in accordance with such plans and specifications or placed back into operation utilizing the proceeds from the condemnation award; provided that, to the extent that such proceeds are not sufficient to fully repair or restore the Golf Course Facility Owner may in its discretion provide Licensee with additional funds as needed to fund such shortfall. In the event that the proceeds of a condemnation award are not sufficient to fully repair and restore the Golf Course Facility and Owner does not provide the requisite funds to cover the shortfall, Licensee or Owner may terminate this Agreement upon written notice to the other and, in such event, Licensee shall have no further obligation to repair or restore the Golf Course Facility. To the extent there are excess proceeds from a condemnation award, Licensee shall be entitled to receive an amount equal to the average of the last two years of net profit payments it received from the Golf Course on a pro -rated basis with respect to the time period the Golf Course was closed due to the partial taking, and the Owner shall be entitled to all other proceeds from the condemnation award. 3. Condemnation Award. For a total taking of the Golf Course, Licensee shall be entitled to claim an award which compensates Licensee for the loss in the value of any Capital Expenditures paid by Licensee with respect to the Golf Course Facility (other than any Excluded Capital Expenditures), which shall be equal to the unamortized cost of the items funded with such Capital Expenditures (i.e. the gross cost of such items amortized on a straight line basis in accordance with Section 4.J hereof), and Owner shall be entitled to all other condemnation amounts. Termination of this Agreement shall not affect the right of the respective parties to such awards. If the condemning authority shall refuse to permit separate claims to be made, then Owner shall prosecute with counsel reasonably satisfactory to Licensee and with the reasonable cooperation of Licensee , the claims of both Owner and Licensee, and the proceeds of the award, after payment of Licensee's costs incurred (including reasonable attorney's fees and cost of litigation), shall be apportioned and divided between Owner and Licensee in proportion to their respective claims in accordance with this Section 1513(3). If joint representation is not feasible due to potential conflicts between the parties respective rights and obligations, then each party shall be responsible for hiring and paying for its own legal counsel. 16. INDEMNIFICATION AND LIABILITY. The provisions of this Section 16 shall survive the termination of this Agreement. A. Indemnitv. To the fullest extent permitted by law, Licensee will defend, indemnify, and hold Owner and its officials, officers employees and agents harmless, from and against any and all liability, loss, cost, damage, penalties, claims, causes of action, proceedings and expense, including without limitation, court costs and reasonable attorneys' fees, incurred by or asserted against Owner and/or or its officials, officers employees and agents or imposed on Owner or their its officials, officers employees and agents by any person whomsoever, related to the performance of the duties of Licensee under this Agreement arising from the negligence, fraud or intentional misconduct of Licensee. To the fullest extent permitted by law, Owner will defend, indemnify, and hold Licensee, Operator and their officials, officers employees and agents harmless, from and against any and all liability, loss, cost, damage, penalties, claims, causes of action, proceedings and expense, including without limitation, court costs and reasonable attorneys' fees, incurred by or asserted against Licensee and/or Operator or their officials, officers employees and 450 agents or imposed on Licensee and/or Operator or their officials, officers employees and agents by any person whomsoever, related to the performance of the duties of Owner under this Agreement arising from the negligence, fraud or intentional misconduct of Owner. 1. To the fullest extent permitted by law, Owner will defend, indemnify, and hold Licensee and Operator and their officials, officers employees and agents harmless, from and against any and all liability, loss, cost, damage, penalties, claims, causes of action, proceedings and expense, including without limitation, court costs and reasonable attorneys' fees, incurred by Licensee and/or Operator or their officials, officers employees and agents or imposed on Licensee and/or Operator or their officials, officers employees and agents by any person whomsoever, in any way related to any claims by any employee, independent contractor, vendor, party to a contract for services to Owner, investor, customer, patron, or resident for actions related to the Golf Course Facility that arose prior to the term of this Agreement except those relating to the Licensee's or Lessee's activities set forth in the Lease for which Licensee or Lessee are required to defend, indemnify and hold harmless the Owner. 1. To the fullest extent permitted by law, Owner will indemnify and hold Licensee and Operator and their officials, officers employees and agents harmless from and against, any and all liability, loss, cost, damage, penalties, claims, causes of action, proceedings and expense, including without limitation, court costs and reasonable attorneys' fees, incurred by Licensee and/or Operator or their officials, officers employees and agents or imposed on Licensee and/or Operator or their officials, officers employees and agents by any person whomsoever, in any way related to any environmental conditions on, under or in the Golf Course Facility that violates applicable Environmental Laws and exists as of the Effective Date. 1. Recovery upon an indemnity contained in this Agreement shall be reduced dollar for dollar by the applicable insurance collected by the party demanding indemnification. However, a party does not have an obligation to seek insurance coverage for matters for which the party is not otherwise liable for under this Agreement. The scope of all indemnities contained in this Agreement includes any and all costs and expenses, including reasonable attorney fees and costs, properly incurred in connection with any proceedings to defend any indemnified claim, or to enforce the indemnity, or both. All indemnification obligations under this Agreement shall survive the expiration or any termination of this Agreement. C. Choice of Law and Venue. Whereas Licensee's principal place of business is in the State of Texas, and the Golf Course Facility is located in California, the parties agree that this Agreement shall be governed by and construed in accordance with the laws of California and all disputes related to this Agreement shall be subject to mediation and arbitration in Los Angeles County as provided for in this Agreement. 451 D. Owner's Contractors, Subcontractors, Etc. Licensee shall not be responsible for the acts or omissions of any of Owner's other contractors or any subcontractor, employee or agent of Owner or any consultant retained by Owner. 17. GENERAL PROVISIONS. A. Entire Agreement. This Agreement represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings, and representations (if any) made by and between such parties. B. Written Amendments. The provisions of this Agreement may only be amended or supplemented in a writing signed by both parties. C. Further Amendments. The parties hereby agree from time to time to execute and deliver such further instruments and documents, and do all such other acts and things, which may be convenient or necessary to more effectively and completely, carry out the intentions of the Agreement. D. Compliance with Laws. Licensee shall, at all times, operate, use, and conduct the business of the Golf Course Facility in a lawful manner and in full compliance with all applicable governmental laws, ordinances, rules and regulations, and maintain all licenses and permits relating to the Golf Course Facility, with Owner's full cooperation, in full force and effect and cooperate and endeavor to obtain all licenses and permits first required after the commencement of the term of this Agreement required in connection with the management, use, and operation of the Golf Course Facility. E. Environmental Laws. Owner represents to Licensee that to the best of its knowledge (i) the Golf Course Facility has not been used at any time by any person as a landfill or a disposal site for hazardous materials or for garbage, waste or refuse of any kind, and (ii) the Golf Course Facility is in compliance with all applicable federal and state Environmental Laws. The parties acknowledge that the real property included in the Golf Course Facility was previously owned by Chevron USA and Chevron USA operates a petroleum refinery directly next to the right of way that is on the western border of the golf course. Owner also represents, to the best of Owner's knowledge, that there are no underground storage tanks of any nature on the Golf Course Facility (fuel, propane, gas etc.). Owner does not have any knowledge of asbestos -containing products within the Golf Course Facility. For the purposes of this Agreement, "Environmental Law" shall mean: All applicable Federal, State, county or local (or other political subdivision thereof) laws, statutes, codes, acts, ordinances, orders, rules, regulations, directives, judgments, decrees, injunctions, directions, permits, licenses, authorizations, decisions and determinations issued, adopted or enacted by any judicial, legislative, regulatory, administrative or executive body of any governmental or quasi - governmental authority, department, branch, division, agency or entity exercising 452 functions of or pertaining to any government having jurisdiction affecting the Golf Course Facility, or any licenses and permits of any governmental authorities, from time to time applicable to the Golf Course Facility or any part thereof regarding hazardous materials. Licensee shall have no liability for pre-existing conditions located at the Golf Course Facility prior to the Effective Date hereof, nor liability for conditions occurring after the Effective Date not caused by Licensee, the Operator or their agents. F. Binding. All of the terms and provisions of this Agreement shall be binding and inure to the benefit of the parties and their respective permitted successors and assigns. This Agreement is solely for the benefit of the parties hereto and not for the benefit of any third party. G. Assignment. Licensee may assign or transfer this Agreement and/or may delegate any or all of its duties and obligations under this Agreement to a subsidiary or an affiliate of Licensee or an Operator, provided that, notwithstanding any such assignment, Licensee shall remain primarily obligated to Owner in accordance with the terms of this Agreement. Additionally, this Agreement may be assigned to the sublessee/operator of the Topgolf Facility, provided in such event, Licensee shall have no further obligations under this Agreement. H. Guarantv. With regard to all periods during which as the Sublease is in effect and has not been terminated, TG Holdings I, LLC, a Delaware limited liability company ("Guarantor"), hereby unconditionally and irrevocably guarantees to Owner the payment and performance of all obligations of Licensee under this Agreement. Guarantor has executed this Agreement for the sole and limited purpose of evidencing such guaranty. I. MortaaRes. Owner shall not, without the prior written consent of Licensee , incur any indebtedness secured by the Property if such indebtedness shall affect the ability of Licensee to meet its obligations under this Agreement. In the event that Owner incurs any indebtedness secured by Owner's interest in the Golf Course Facility and any creditor or trustee or agent of such a creditor forecloses on such security interest, Owner shall make Licensee whole for any losses resulting therefrom. The parties agree and acknowledge that as to the loss of any items funded with Capital Expenditures (including any Capital Expenditures funded by the Capital Reserve Account described in Section 1.H hereof but excluding any Excluded Capital Expenditures), Owner shall pay to Licensee the unamortized cost of any such items (i.e. the gross cost of all such Capital Expenditures made by Licensee with regard to such items amortized on a straight-line basis in accordance with Section 4.J hereof). As to any loss of the use of the Golf Course Facility Owner shall pay to Licensee an amount equal to the average of the last two years of net profit payments it received from the Golf Course Facility on a pro -rated basis with respect to the time period that Licensee cannot manage the Golf Course Facility due to foreclosure (such lost profit calculation not to exceed a period of two years in the aggregate). 453 J. Notices. All notices, requests, consents and other communications required or permitted to be given under this Agreement shall be in writing; shall be given only by hand delivery during normal business hours, first-class registered or certified mail, postage prepaid, return receipt requested, or overnight delivery service with FedEx or United Parcel Service; and shall be addressed to the parties in the manner set forth below. All notices shall be conclusively deemed to have been properly delivered, (i) upon receipt when hand delivered successfully during normal business hours, (ii) upon the third (3rd) business day after delivery if the notice has been deposited in an authorized receptacle of the United States Postal Service as first-class, registered or certified mail, postage prepaid, with a return receipt requested (provided that the sender has in its possession the return receipt to prove actual delivery or to prove an address change occurred without proper notice), or (ii) one (1) business day after the notice has been deposited with either FedEx or United Parcel Service to be delivered by overnight delivery (provided that the sending party receives a confirmation of actual delivery from the courier). In the case of Licensee: Topgolf USA El Segundo, LLC 8750 N. Central Expressway, Suite 1200 Dallas, Texas 75231 Attn: Legal Department With copy to: Dentons US LLP 2000 McKinney Avenue, Suite 1900 Dallas, TX 75201 Attn: Donald A. Hammett, Jr. In the case of Owner: The City of El Segundo 350 Main Street El Segundo, CA 90245 Attn: City Clerk With copy to: The City of El Segundo 350 Main Street El Segundo, CA 90245 Attn: City Manager or to such other address as either party may designate by written notice complying with the terms of this Section. 454 K. Headings. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. L. Invalidity. If any provision of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by or deemed invalid or unenforceable under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited, invalid or unenforceable, but the remainder of such provision, and this Agreement shall not be invalidated or rendered unenforceable thereby unless such materially affects the rights or obligations or either party to this Agreement, and shall be given full force and effect so far as possible. M. No Waiver. The failure or delay of either party at any time to require performance by the other party of any provision of this Agreement shall not affect the right of such party to subsequently require performance of that provision or to exercise any right, power or remedy hereunder. Waiver by either party of a breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. N. No Partnership,. Nothing in this Agreement shall be construed to create a partnership or joint venture between the parties. The parties acknowledge that the relationship of Licensee to Owner is that of an independent contractor. O. No Exclusive Remedy. Except as expressly set forth in this Agreement (for example with regard to any claim of a De Facto Refusal to Manage), all disputes related to this Agreement shall be subject to the Dispute Resolution Process identified in Exhibit D hereto. P. Authority. Each party hereby represents to the other party that it has the right, power, authority, and financial ability to enter into this Agreement and to perform its obligations under this Agreement, and that it is not restricted by contract or otherwise from entering into and performing this Agreement. Q. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, collectively and separately, shall constitute on and the same agreement. R. Force Maieure. If the performance by either of the parties of their respective obligations under this Agreement (excluding monetary obligations) is delayed, or prevented in whole or in part by any acts of God, fire or other casualty, floods, storms or other natural disasters, explosions, accidents, epidemics, war, civil disorders, labor strikes, shortage or failure of supply of materials, labor, fuel, power, equipment, supplies or transportation, third party legal challenges, actions taken by governmental agencies, that could not have been reasonably anticipated by and timely resolved by a party("Force Maieure"), the party's obligation to 455 perform shall be delayed for a time period equivalent to the Force Majeure (excluding any monetary obligation). (SIGNATURE PAGE FOLLOWS) 456 IN WITNESS WHEREOF, the parties executed this Agreement as of the date first above written. Licensee: TOPGOLF USA EL SEGUNDO, LLC, a Delaware limited liability company By: Name: Title: Manager Owner: CITY OF EL SEGUNDO, a general law City and Municipal corporation By: Name: Attest: Approved as Form: , City Clerk , City Attorney 457 GUARANTOR CONSENT The undersigned consents to the foregoing Management Agreement and affirms its obligations under Section 15H thereof. Guarantor: TG HOLDINGS I, LLC, a Delaware limited liability company By: Name: Title: By: Name: Title: EXHIBIT A LEGAL DESCRIPTION 459 Exhibit "A" Legal Description PAACEL Is (41384I4.913) PARCEL k 4924-\JL PAR= 1, r—N THE CITY OF EL SEGUNDO, LN THE COUNTY OF LOS A—WOELES, STATE CP CALIFORNIA, AS SHOWN ON MAP NO, 17749, FILLED IN 69-0A.;Q? r.t O O INCISI'V'E OF PARCEL NWS, IN TM OFFICE OF THE COUNTY RECORDER OF SAM COUNTY. EXCEPT THAT PORTION OF SAID LAND DESCRIBED IN OR,ANT DEED RECORDED MARCH 12,1999 AS INITRLiiV1ENT NO. 1999-411881 OF OFFICIAL RECORDS, ALSO EXCEPTING AND RESERVING TO CHEVRON U,S,A. INC., A PENNSYLVANIA CORPORATION, ITS SUCCESSORS AND ASSIGNS, ALL OR„ GAS AND OTS HYI) tOCARBONS, NON -HYDROCARBON GASSES OR GASEOUS SUBSTANCES, ALL 0TH&R MINERALS OF WHATSOEVER NATURE, WITHOUT REGAL TO SD49 ARTY TO TBE AEOVE=MENTIONED SUBSTANCES, AND ALL SUBSTANCES THAT MAY BE PRODUCED TBEREWITH FROM THE PROPERTY, BY DEED RECORDED MAY 24, 1958 AS INSIMM.SNI N®, MULD99. OF OFFICIAL RECORDS. FARL B: A PANEL OF LAND BEING A PORTION OF PARCELS 7 AND 6 OF PARCEL MAP NO. 177501K THE CITY OF EL SEGUNDO, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER. MAP RECORDED IN BOOK 207.PAW` 64_ TO --U INCLUSIVE, OF PARCEL MA RECORDS FLED IN T'Iffl OFFICE OF TINE COUfNT'Y RECORDER OF SAID COUNTY AND DESCRIED AS FOLLOWS: BEGINNINGS AT THE MOST NORTH WEST CORNER OF SAID LOT 7; THENCE SOUTH 090 46' 55" EAST ALONG THE WESTERLY LINE OF SAID LOT 7 A DISTANCE OF 134.51 FEET; TFIENCE, NORTH 630 57'01" EAST A DISTANCE OF 2.02.06 FEET; THENCE, SOUTH 260 06'20" EAST A DISTANCE OF 1.00 FEET; 'THENCE, NORTH 63" 53'40" EAST A DISTANCE OF 607.71 FEET TO A ,POINT IN THE NORTH LM OF SAID LOT S, SAID POINT BES SOUTH 730 25' 25" EAST A, DISTANCE OF 27.04 FEET FROM THE MOST NORTH EAST COPMR OF SAID LOT 8; THENCE, SOUJT 4 73® 28'25" WEST ALONG TETE NORTHERLY LINE OF SAM LOTS 7 AND S A DISTANCE OF 752.69 FEET BACK TO TBE PAINT OF BEOINNING. EXCEPT ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBON SUBSTANCES, AND ALL OTHER MINERALS WHETHER SIMILAR TO THOSE BEREINAEOVE SPECIFIED OR NOT, DEPOSITED OR CONTAINED IN, OR THAT MAY BE PRODUCED FROM 'THOSE FORMATIONS, ZONES OR HORIZONS LYING BELOW FIVE HUNDRED (500') FEET FROM TIB SURFACE OF THE ABOVE DESCRIBED REAL PROPERTY, TOGETHER WITH TINE SOLE AND EXCLUSIVE RIGHTS AND PRIVILEGES TO INJECT INTO ANY FORMATION, ZONE OR HORIZON LYING BELOW FIVE HUNDRED FEET (500') FROM TEE SURFACE OF SAID REAL 4924-)vo PROPERTY, ETHER WET OR DRY !SAS, REGARDLESS OF WHERE THE SAS IS PRODUCBD, TO STORE THE SAME:r°IN, AND TO REMOVE OR WITI-IDRA'W TIE SAME THEREFROM .AT ANY TIME, OR FROM TIME TO TDdE, PROVIDED THAT SAID GRANTOR, ITS SUCCESSORS AND ASSIGNS, SHALL NOT HAVE ANY PJGHT OF ENTR'Y', AND SHALL NOT EN'T'ER OR UPON ANY PART OF THE SURFACE OF SAID REAL PROPERTY OR IN, UPON OR THROUGH ANY PORTION OF THE SUBSURFACE OF SAM RBAL PROPERTY WIRCH LIES WITHIN FIVE HUNDRED (500') FELT VERTICALLY FROM THE SURFACE OF SAID REAL PROPERTY; BUT SAID GRANTOR, ITS SUCCESSOR AND ASSIGNS SHALL HAVE TIM RIGHT, IN CONNECTION WITH THE FOREGOING RESERVATION AND EXCEPTING, TO PRODUCE, EXTRACT AND REMOVE SUCH OIL, OAS, ASPHALTUM AND OMR HYDROCARBON SUBSTANCES, AND OTHER MINERALS DEPOSITED OR CONTAINED IN OR THAT MAY BE PRODUCED FROM FORMATIONS, ZONES OR HORIZONS LYING BELOW FIVE BRED (500') FEET FROM THE SURFACE OF SAID REAL PROPERTY, BY MEANS OF W -STOCK, SLANT OR DMEC17ONAL DRILLING OR ANY OTHER UET,HOD OF PRODUCTION OR EXTRACTION CONDUCTED FROM, ON OR UPON ANY 0TIW—R REAL PROPERTY THAN THAT � MREINABOVE DyESCRME�D,,fAgSyRESERVED IN DEED RECORDED DEC ER 1, 1947 AS INSTRUMENT d RU6�'lE L, NO. 534, Of 4J"ICIAL �'r:.flJRDS, ALSO EXCEPT ALL OIL, OAS AND OTIMR HYDROCARBONS, NON -HYDROCARBON GASSES OR GASEOUS SUBSTANCES, ALL OTHER MINERALS OR WHATSOEVER NATURE, WITHOUT REGARD TO SIMILARITY TO THE ABS MENTTONED SUBSTANCES, AND ,ALL SUBSTANCES THAT MAYBE PRODUCED TBEREWITH FROM THE PROPERTY, AS RESERVED IN DEED RECORDED MAY 24, 1985 AS !NSMUMEIe1T NO, AN -UM, OF OFFICIAL RECORDS, ALSO EXCEPT THE SOLE AND EXCLUSIVE RICK' FROM TBE TO TME TO BORE, DRILL AND MAJNTAIN WELLS ANT) OTHER WORKS INTO OR THROUGH SAID PROPERTY AND THE ADJOINING STREETS, ROADS AND HIGHWAYS BELOW A DMITH OF $00 FEET FROM THE SURFACE THEREOF FOR. THE PURPOSE OF EXPLORING FOR AND PRODUCING ENERGY RESOURCES, TO PRODUCE, INJECT, STORE AND RU40VE FROM AND THROUGH SUCH WELLS OR WORKS, OIL, GAS, WATER AND OTHER SUBSTANCES OF WHATEVER NATURE, INCLUDING THE RIGHT TO PERFORM BELOW SAID DEPTH ANY AND ALL OPERATIONS DEEMED NECESSARY OR CONVENIENT FOR THE EXERCISE OF SUCH RIGHT& THE RIGHTS HEREINABOVE EXCEPTED AND RESERVED TO GRANTOR DO NOT INCLUDE AND DO NOT BXCEPT OR RESERVE ANY RIGHT TO USE TIM SURFACE OF TITS PROPERTY OF THE FIRST 500 FEET BELOW THE SURFACE OF TIE PROPERTY OR TO CONDUCT ANY OPERATIONS THEREON OR THEREIN UNLESS HEREINAFTER SPECIFICALLY EXCEPTED AND RESERVED, ALL RIGHTS AND INTERESTS IN THE SURFACE OF THE PROPERTY ARE 461 MMY CONVEYED TO GRANTEE AS PROVIDBI) IN DEED RBCORDED MAY 24, 1988 AS jNSj&WMjZM0. 08-92.5M OF OFFICIAL 1SCORDS, PARCEL 2a (4130.014-910) BEING A PORTION OF PARCEL NO. 6 OF PA&CEL hW M 17150, IN THE CIT` OF M SEOUNDC, COUNTY OF LOS ANGELES, STATE OF CALMORNLA, AS PER UAP 13COR DED IN HQQK 201 E&M LfiMM.fa INCLUSIVE, OF PARCEL MAPS, DESCRIBED AS FOLLOWS, BEGINNING AT NORUTi ST CORNER OF SAID PARCEL 140, 6; THENCE WORTH 890 501 GW' BAST, ALONG TM NO'RTfTSRLY LINE OF SAM PARCEL NO, 6, A DIS'TAWCE OF 45,20 FERT9 'TkIENCE+ SOUTH 000 04' 00" ROT, ALONG A LINS THAT 3 43,00 FEET FASTERLY, INMASURED AT MOST ANGLES, AND PARALM WrM, THE TANGENT PORTION OF TIE WESTERLY LINE OF SALE PAR= NO. 6, A DISTANCE OF 330.00 PEET., THENCE WORTH 840 56'33" BAST A DISTANCE OF 135,00 PIM T; TMNC E SOUTH 000 0312711 EAST A DISTANCE OF 60,00 FEET, TO TFT S.OUTIMy�gp LY LT�i{OF SAM PARCEL■y!y STC, 6; Tp�{p�y�yyNCE SC��U��'pT�'H $90 96' 331, WEST, ALONG SAID SOU'IHIMLY LINE, A. DISTANCE GTS 140,00 MET TO EE BEGMINC OF A 44,94 FOOT TANGENT CURVE, CONCAVE TO TkM NORTMAST; THENCE NORTHWESTERLY, ALONG SAID CURVE, THRMOH A CENTRAL SDE OF $90 39' 27" AN ARC DISTANCE OF 62,83 FEET; THENCE NORTH 00r 04' 01Y' WEST, ALONG THE WESTERLY TINE OF SAID PARCEL NO. 6, A DISTA14CE OF 531.36 FEET, TO THE BEGINNING OF A 860,00 FOOT TANGENT CURVE, CONCAVE TO THE WEST; TIMNCE NORTHERLY, ALONG SAID CURVE, THR(YUGH A CENTRAL ANGLE OF 0111 14' 31" AN ARC DISTANCE OF 18,64 FEET TO TIB POINT OF BBOINNING, END OF LEGAL DESCRIPTION 462 EXHIBIT B-1 INSURANCE SCHEDULE (Licensee) 1. Worker's Compensation Insurance. Licensee or Operator shall maintain worker's compensation insurance and employer's liability insurance, for all workers employed by Licensee or Operator pursuant to this Agreement. 2. Liability Insurance. Licensee or Operator shall obtain and keep in full force and effect, during the term of this Agreement, broad form general commercial liability insurance in an amount of not less than Five Million Dollars ($5,000,00) per occurrence and per annual aggregate. The policy shall stipulate that this insurance will operate as primary insurance and that no other insurance effected by Owner or other name insureds will be called upon to cover a loss covered under the policy. 3. Commercial Crime Insurance. Licensee or Operator shall obtain and keep in full force and effect, during the term of this Agreement, such policies of insurance and fidelity bonds in such form and with such coverage and in such amounts as may from time to time be reasonably established by Owner for commercial crime, employee dishonesty, theft, disappearance or destruction of money, funds or other property of, in or at the Golf Course Facility and for loss in the event any officer, director, employee, agent or subcontractor of Licensee or Operator embezzles, steals or otherwise fraudulently or improperly takes or obtains Owner funds, money or property. 4. Alcohol Liabilitv Insurance. Licensee or Operator shall obtain and keep in full force and effect during the term of this Agreement broad form alcohol liability insurance covering the sale and purchase of alcohol by, on or at the Golf Course Facility and all acts directly or indirectly relating to or resulting from the sale or purchase of alcohol by, on or at the Golf Course Facility, including but not limited to bodily injury, death and property damage. The coverage shall be in such form and for such amounts as may from time to time be reasonably established by City. 5. Propertv Insurance. Licensee or Operator shall obtain and keep in full force and effect during the term of this Agreement property insurance, naming the Owner as loss payee, insuring, in the full amount of replacement cost, for loss of or damage to the Golf Course Facility caused by perils included within the classification of fire, extended coverage, vandalism, malicious mischief, sprinkler leakage and other risk perils which the City and Licensee reasonably deem necessary and reasonable for this type of operation. 463 EXHIBIT B-2 INSURANCE SCHEDULE (Owner) m EXHIBIT C Golf Course Manual 465 CITY OF EL SEGUNDO THE LAKES AT EL SEGUNDO GOLF COURSE MANUAL CITY OF EL SEGUNDO GOLF COURSE MANUAL Purpose The purpose of the Golf Course Manual ("Manual") is to establish uniform rules, procedures and operating policies for the operations of The Lakes at EI Segundo Golf Course. The Lakes at EI Segundo Golf Course is constructed as an executive golf course to provide a quality facility for its customers and to provide a fun and enjoyable golf experience for all types of players. It is the intent and goal of the City of EI Segundo that The Lakes at EI Segundo Golf Course will be operated in a professional, efficient, and productive manner that shall insure that the highest level of quality is achieved and maintained. The Golf Course Manual provides direction and valuable information for golf course operations and maintenance. It is the City's desire that The Lakes at EI Segundo Golf Course be a major community service program that enhances the quality of life of participants of all ages. All matters pertaining to the operation of The Lakes at EI Segundo Golf Course, fee and policy changes shall be directed, first, to the EI Segundo Recreation and Parks Director, then to the Recreation Commission. Final approval is the responsibility of the EI Segundo City Council. To the extent the City contracts with a third -party to manage the golf course and there is language in the contract that specifically contradicts the provisions of this Manual or contains additional obligations, then the language in the contract shall be controlling. 467 Table of Contents DEFINITIONS................................................................................................................................................... 4 I. GOLF SHOP OPERATIONS..................................................................................................................... 5 II. FOOD & BEVERAGE OPERATIONS..................................................................................................... 8 III. GOLF CART OPERATIONS.................................................................................................................... 9 IV. STARTING AND PLAYER ASSISTING.............................................................................................. 10 V. COURSE RULES, REGULATIONS, AND ETIQUETTE.................................................................... 14 VI. TOURNAMENTS.................................................................................................................................... 16 VII. SCHOOL TEAM PLAY.......................................................................................................................... 19 VIII. JUNIOR GOLF PROGRAM................................................................................................................. 21 IX. RECOGNIZED CLUBS.......................................................................................................................... 22 X. DRIVING RANGE OPERATIONS......................................................................................................... 23 XI. LESSON PROGRAMS........................................................................................................................... 24 GOLF COURSE MAINTENANCE SPECIFICATIONS............................................................................. 26 •: DEFINITIONS In order to facilitate the use of the City of EI Segundo's Golf Course Manual, the following definitions will apply: The City of EI Segundo will hereinafter be referred to as "City." 2. The person(s), entity or entities responsible for managing the operations of the golf course will hereinafter be referred to as "OPERATOR." 3. The Lakes at EI Segundo Golf Course will hereinafter be referred to as the "Course". 4. EI Segundo Golf Club, Inc., EI Segundo Sr. Men's Club, EI Segundo Women's Golf Club and EI Segundo Junior Golf Club will hereinafter be referred to as "Recognized Clubs." 5. The daily diary of golf course activity will hereinafter be referred to as "Tee Sheet." 6. The following professional organizations will hereinafter be referred to by their abbreviated titles: - The Professional Golfers' Association of America as the "PGA." - The Ladies Professional Golfers' Association of America as the "LPGA." - The United States Golf Association as the "USGA." 7. The Course Manager will be a person with significant experience managing golf courses.. OPERATOR shall be responsible for the Course Manager's performance and may elect to assume the role of Course Manager hereunder. 8. The Class "A" Superintendent in charge of maintenance will hereinafter be referred to as "The Superintendent." 9. Golf Course maintenance staff will be referred to as "Crew or "Crews." 10. Junior rates shall apply to youths between the ages of 5 and 18. Junior rates apply before 4:00 p.m., Monday through Thursday, exclusive of legal holidays. GOLF OPERATIONS A. Operating Philosophy 1. Operating Goal a. Provide quality service in all activities to insure the enjoyment of all patrons and to provide a fun and enjoyable golf experience for all types of players. 2. Professional Staff Functions a. Maintain the functions in a manner consistent with the desires and the policies of the City and the OPERATOR to include: 1) Pro shop sales 2) Hand cart rental and maintenance 3) Golf Club Rentals 4) Lesson promotion and programs 5) Course marketing activities 6) Starting, course Marshaling, tournament promotion and booking activities 7) Cleanliness and maintenance of the facility 8) Customer relations 9) Revenue collection 3. Merchandising (Pro Shop) a. Maintain a well -stocked and attractive pro shop offering merchandise commensurate with wants and needs of the patrons. 4. Accountability a. Establish and maintain accurate records regarding the following: 1) All gross revenue, as per management agreement 2) Tournament bookings 3) Lesson activity 4) Rounds of golf 5) Cart usage 6) Daily weather 7) Starting times 5. Customer Relations a. Professional image and courtesy 470 1) Maintain a well-dressed and well-groomed appearance at all times. 2) Maintain a standard of integrity and philosophy consistent with the policies and procedures outlined in this manual. 3) Address all customers in a friendly and courteous manner. 4) Make every attempt to greet customers by name. B. Management Responsibilities 1. General Responsibilities of Course Manager a. The direction and supervision of all golf course administrative, operational, procedural and maintenance activities, and the personnel assigned to those activities. b. The appearance and playing condition of the Course is of prime importance, and the Course Manager is responsible for the general maintenance, grooming, and beautification of the Course as necessary to maintain the quality and appearance levels. C. Perform other duties as assigned by the OPERATOR. 2. Specific Responsibilities of Course Manager a. Conduct various golf tournaments, initiate and promote golf activities for the golfing public. b. Cooperate with the Recognized Clubs and their various committees and render professional advice, opinions, assistance and services as required. C. Administer and train a staff of employees, as necessary, to perform duties and meet requirements for sales, rentals and services which are, in the opinion of the City and the OPERATOR, necessary to carry out the provisions of the management agreement. d. Operate and maintain a golf shop for repairs, handling, storage, sales, leasing, and services relating to golf, equipment, and hand carts. e. Be available, as necessary, to attend regular and special meetings of the Recognized Clubs and to discuss areas both within the realm of his/her duties and those for the benefit of the Course and the City. f. Supervise the starting of play by golfers, and the proper charging of green fees and other fees, as necessary, and required. g. Operate and supervise a Player Assistant Program at the Course. 471 h. Ensure that golf be taught only by qualified instructors. i. Hire, discipline and discharge insubordinate personnel. j. Plan and schedule the assignment of personnel to cover a seven -day - per -week operation. k. Ensure that hand carts are maintained and in operable and safe condition. I. Recommend public safety measures and maintain a continuous safety program in compliance with the California Occupational Safety and Health Act (CAL/OSHA). M. Provide maximum security for all maintenance buildings and equipment, service yards, materials, supplies, and, especially, toxic chemicals. n. Report any emergency, unusual condition or incident to the City and/or OPERATOR immediately. o. Inspect the Course daily to ensure proper maintenance and operation, and, as required, make decisions concerning the closing of the Course. p. Ensure that the Course Manager and/or a designated representative is on duty at the start and close of the scheduled work day. q. In conjunction with the OPERATOR, maintain a continuous training program on golf course maintenance and related subjects, and plan, schedule, and coordinate maintenance programs with personnel in other divisions and departments. r. Sell, rent, store and/or repair golf equipment, clothing and supplies, sell instructional services in golf play, rent pull carts, and operate a driving range. S. Represent the OPERATOR/City before civic and private groups for discussion of Course operations. t. Maintain the golf course Tee Sheet in accordance with established rules and procedures. U. The Course Manager will meet at least monthly with the Director of Recreation and Parks. 3. Supervision of Personnel a. Employ a Class "A" PGA or PGA apprentice working towards Class A membership in a supervisory capacity. 472 I. FOOD & BEVERAGE OPERATIONS — GOLF CLUBHOUSE A. Operating Philosophy 1. Operating Goal a. Provide quality food service to ensure the enjoyment of all patrons. 2. Professional Staff Functions a. Maintain the functions in a manner consistent with the desires and the policies of the City and the OPERATOR to include: 1) Restaurant marketing activities 2) Cleanliness and maintenance of the facility 3) Customer relations 4) Revenue collection 3. Merchandising (Restaurant) a. Maintain a well-planned menu designed to maximize sales volume as well as margins and offer dining commensurate with wants and needs of the patrons. 4. Accountability a. Establish and maintain accurate records regarding restaurant revenue. 5. Customer Relations a. Professional image and courtesy 1) Maintain a well-dressed and well-groomed appearance at all times. 2) Maintain a standard of integrity and philosophy consistent with the policies and procedures outlined in this manual. 3) Address all customers in a friendly and courteous manner. 4) Make every attempt to greet customers by name. B. Management Responsibilities 1. General Responsibilities of Restaurant Manager a. The direction and supervision of all food service personnel. b. The appearance and cleanliness of the dining and kitchen area is of prime importance, and the Restaurant Manager is responsible for the general maintenance and decor of the restaurant as necessary to maintain the quality and appearance levels. 473 2. Specific Responsibilities of Restaurant Manager a. Host various club and group functions and parties and initiate and promote dining opportunities to the general public as well as users of the golf facilities. b. Administer and train a staff of employees, as necessary, to perform duties and meet standards for service which are, in the opinion of the City and the OPERATOR, necessary to carry out the provisions of the management agreement. C. Ensure that alcoholic beverages be served by licensed food servers of legal age. d. Hire, discipline and discharge insubordinate personnel. e. Plan and schedule the assignment of personnel to cover a seven day per week operation. f. Ensure that kitchen equipment is maintained and in sanitary, operable, and safe condition. g. Recommend public safety measures and maintain a continuous safety program in compliance with the California Occupational Safety and Health Act (CAL/OSHA). h. Report any emergency, unusual condition or incident to the Course Manager immediately. Inspect the Restaurant daily to ensure proper maintenance, cleanliness and operation. Ensure that the Restaurant Manager and/or a designated representative is on duty at or before the start and at or after the close of the scheduled Range and Course hours. k. In conjunction with the OPERATOR, maintain a continuous training program on golf course maintenance and related subjects, and plan, schedule, and coordinate maintenance programs with personnel in other divisions and departments. Sell food and beverage services. II. GOLF CART OPERATIONS A. Vehicle Operation 474 1. No vehicle other than carts supplied by the OPERATOR shall be permitted (except as required for maintenance purposes). 2. Hand carts must not be taken over aprons, greens, tees, sand traps, or areas between the greens and traps surrounding the green. 3. When play has reached the green, hand carts must be left at least 30 feet away from the side of the green. 4. Carts of any kind should not be driven or pulled through wet or muddy areas or over sprinkler heads. III. STARTING AND PLAYER ASSISTING A. Starter Responsibilities 1. Get the golfing public on the Course for play by reservation, or off the waiting list, with the least delay and discomfort and in the best possible frame of mind. 2. Use every expedient at his/her command to keep the golf operations running efficiently and without undue delay or commotion. 3. Start golfers on time according to the reservations and in compliance with the waiting list. Fivesomes will be allowed at the discretion of the Starter. 4. Assign fivesomes or less for play, making certain there is a green fee and recorded name on the Tee Sheet for every golf player on the golf Course. 5. Inform each golfer to retain his/her cash register receipt throughout His/her round of golf play as he may be asked to show the receipt to authorized persons. 6. Keep score cards and pencils inside the Starter window and give them to golfers who request them. 7. Be properly groomed and attired. 8. Know the types of grass in the tees, fairways and greens; be familiar with maintenance operations and requirements of the Course, be familiar with other public fee golf courses in the area and with all types of tournaments and prominent golf organizations, such as SCGA, USGA, PGA, LPGA, PUBLIC LINKS, etc. 9. Be fair and considerate of golf patrons at all times, treating everyone equally, and at all times being courteous, friendly, helpful, tactful, effective and impartial. 475 10. Patiently and courteously answer all questions of patrons and explain to them golf rules and policies and etiquette, in compliance with local rules and USGA rules. 11. Maintain a suggestion box and note in the Tee Sheet all complaints and suggestions concerning the operation or maintenance of the Course and inform the complainant that his/her complaint will be referred to the Course Manager. 12. Inform all golfers to maintain pace of play. 13. Practice good housekeeping while on duty by keeping the Starter area clean. B. Rules of Play The speed of play can be increased by observing strictly the USGA and local rules of golf, the etiquette of golf and the traditions of the game. It is important to play as quickly as possible and avoid unnecessary delays. The golden rule is applicable to play on the Golf Course. Practice ready golf. C. Player Assistant Responsibilities OPERATOR shall provide the services of a Player Assistant to be on duty at all appropriate times as determined by the OPERATOR, with the exception of periods of inclement weather. The primary purpose of the Player Assistant's duties shall be to expedite play on the Course at all times. A secondary duty will be to ensure compliance with all Golf Course Rules and Regulations. 2. Under no circumstances will playing golf be considered as course Player Assistant during the scheduled work week. 3. The Player Assistants will require players to maintain their position on the Course to speed up play and verify that golfers have required equipment. 4. Players will be required to observe golf course etiquette, replace fairway divots, rake sand bunkers and repair ball marks on the greens. The Player Assistants will assure safe practices by all golfers. 5. The Player Assistants will enforce regulations concerning the use of electric, Hand, and pull carts. 6. Periodically during the day, inform golfers to please keep their positions on the Course, replace their divots on the fairways, and repair their ball marks on the greens as we are striving to maintain excellent playing conditions. D. Non -Reserved Players Policy Golfers who do not have a reserved starting time must register with the Starter on the daily waiting list (Wait List) prior to play. 476 2. Golfers without reservations who are at the Course and ready to play may register on the Wait List as a single or in groups of two, three, four, or five (upon Starter's discretion). 3. Playing group vacancies, cancellations, and open or unreserved starting times will be filled only from the Call Sheet on a first-come, first-served basis with priority determined by the time of registration with the Starter. Those who have registered as a group will be called for play as openings become available for the number of players in the group. 4. When sufficient players are available from the Tee Sheet and/or the Call Sheet, the Starter will send groups of four to the starting tee. If fewer than four players are available, the Starter may send out groups of two or three. A single player may be sent out alone only if no other golfers are available and if it appears they will not be available within a reasonable time. 5. As players on the Call Sheet are sent to the first tee their names will be scratched from the sheet. 6. The golf course Starter on duty is responsible for assigning foursomes, and for scheduling and starting all players in accordance with Reservation/Wait List rules and regulations. Golfers are not permitted to buy, sell, or transfer starting times or Call Sheet positions. Only those golfers who are properly registered and who are called by the Starter will be allowed to start play. 7. The golf course Starter may switch or interchange starting times if in His/her judgment such change would prevent delays, eliminate confusion, correct a problem, or be of general benefit to the players involved and to those following. 8. The Starter will call players to the tee. After calling the group due on the tee, the following group will be given a five minute warning call by number and name. The next group will then be given a ten minute warning call by number and name. E. Reservation Policy 1. Starting time reservation requests for daily play can be made in the golf shop, via phone or online up to fourteen days in advance or as determined by OPERATOR. EI Segundo residents can make a reservations up to fifteen days in advance, and the reservation period will be reserved for persons having valid EI Segundo Recreation and Parks I. D. Cards; hereafter referred to as "I.D. Card." All persons in the playing group need not have I.D. Cards, but the person making the reservation must be a member of the group and present the I.D. Card when making the reservation in person and when paying for green fees. 2. Reservations will be made only for groups of two, three, four, or five players, and openings in a group will be filled from the Call Sheet on the day of play. Reservations will not be accepted for a single player. 477 3. Only one reserved time per person is allowed and that person must be a member of the group for which the reservation is made (unless there are acceptable extenuating circumstances). 4. The name and contact information of the person making the reservation will be tracked on the Tee Sheet through the electronic point of sale system (POS). On the day of play, the Starter will record all players names on the Tee Sheet through the POS and noted when their green fees are collected. 5. A reservation may be forfeited if the golfer making same does not check in with the Starter at least ten minutes prior to the assigned starting time. A reservation may also be forfeited when only one of a group having a reserved time is present ten minutes prior to tee -off time. If a reservation is forfeited, the players involved may be registered on the Call Sheet in priority order if they so desire. 6. Reservations are not transferable to another player. If a reservation is canceled, the Starter will offer the time to the next applicant, or if the time is open on the day of play, it will be filled with names from the Call Sheet in the order listed. 7. Permanent starting times will not be assigned at any time, however, the OPERATOR may have one Starter Time per hour on Saturday, Sunday and holidays to allow for players on the Wait List and / or to catch up on time if tee times run behind. 8. If, for any reason, the Course is closed the entire day, all golf play reservations for that day will be canceled. The Starter will make every effort to get all players on the golf course as soon as possible. Players unable to begin at their assigned starting times due to inclement weather will be reassigned starting times at the discretion of the Starter. 9. The City may schedule use of the golf course as a setting for official business. Appropriate activities include promotion of economic development or intergovernmental relations. Such use shall be directly related to City business and shall not include purely personal use of the golf course by City officials or their families. Resident rates shall apply. For official business, the City may reserve a tee time more than one week in advance. In such cases, the following procedure should be used: a) The City Manager must approve the proposed use. b) The use will not pre-empt any previously scheduled tournament or event. C) All requests will be routed through the City Manager's Office to the Director of Recreation and Parks or his/her designee who will request the tee time from the OPERATOR and confirm its availability with the City Manager's Office. d) The City Manager shall record occasions that the golf course has been scheduled for official business and shall have such records available for public inspection. The record shall include date, time, purpose, and name of participants. 10. The Recreation and Parks Director has the ability to schedule two (2) special golf outings per year (including one for City employees, if desired) without the minimum, number of player requirements for weekend, non -holiday days before 6 pm at Resident Rates. F. Hours of Operation 1. The Golf course will open each day 30 minutes prior to daylight and close at the following times: a) Sunday — Thursday (Non -Holidays) shall close at 10 pm. b) Friday — Saturday and Holidays shall close at midnight. C) Closing times may be extended by OPERATOR to match the Top Golf facility. G. Closing Course 1. OPERATOR is responsible for decisions concerning temporary or all day closing of the Course. In making such decisions, due consideration will be given to the welfare of the general public and golf course. P" IV. COURSE RULES, REGULATIONS AND ETIQUETTE A. General - The following activities are prohibited on grounds or facilities except as authorized by OPERATOR. 1. Overall a. Storage of private or personal property. b. Solicitation of any kind. C. Circulation or posting of handbills, petitions, advertising matter, promotional material, and literature. d. Selling of any goods, wares, or merchandise. e. Carrying or discharging any firearm, air gun, sling shot, or fireworks of any kind. f. Use of the Course for any purpose other than to play golf in the accepted manner. 2. All beverages taken on the Course must be purchased from the OPERATOR. No coolers can be brought on premises. 3. Discarding trash (paper cups, candy wrappers, etc.) anywhere except in trash containers on the Course is prohibited. 479 4. It shall be unlawful for any person to loiter on the premises, and unauthorized persons are not permitted. 5. Dogs, cats, or any other animals shall not be brought on the Course under any circumstances. 6. Picnicking or recreational play, other than golf, is prohibited. 7. Overnight or day camping is not allowed on any part of the Course. 8. Cars must be parked in designated parking areas only, and overnight parking in the parking lot is not allowed. 9. If necessary, the EI Segundo Police Department may be called upon for assistance in enforcing these regulations. 10. Holes must be played in sequence, and a golfer in the wrong fairway must give way to players playing that hole. 11. No more than one golfer shall play out of one bag. Each player must have his/her own set of clubs. 12. It is the responsibility of each player to replace divots, rake and smooth traps, and repair ball marks or other damage on the greens. 13. Golfers are responsible for injuries or damages resulting from their golf shots. 14. Starter shall have the right to allow spectators only for special events with prior approval from the OPERATOR. 15. In the interest of all, players must play without delay, and all groups must keep their place on the Course or allow following players to play through. 16. OPERATOR reserves the right to cancel playing permits for individuals or organizations using Course facilities if at any time conditions justify such action. 17. Golfers may be refused playing privileges, or they may be removed from the Course for: a. Submitting false information for the purpose of securing golfing privileges. b. Playing golf without paying a green fee or registering with the Starter. C. Obvious inability to play golf and to maintain their position on the Course. d. Intoxication, disorderly conduct, use of abusive or profane language, inappropriate dress or other behavior detrimental to the normal and orderly operation of the Course. e. Failure to comply with the existing rules and regulations governing golf play, practice, operation of carts or pull carts, personal conduct, and appropriate dress. M B. Dress Code 1. Appropriate golf attire must be worn at all times. a. It is up to the discretion of the Starter to determine appropriate golf attire. b. Player Assistants will assure that these guidelines are adhered to on the Golf Course and Driving Range. C. Golf Play 1. USGA Rules of Golf and posted local rules will govern play at all times. 2. No play is allowed on the Course when it has been closed for any reason. 3. Golfers under the age of fourteen (14) years may play on the Course only when they have demonstrated appropriate knowledge of golf course etiquette and are accompanied by an adult responsible for child. At the discretion of the Operator, golfers under the age of fourteen may be able to play without being accompanied, by an adult. 4. All players must be registered with the Starter before playing any part of the golf Course. 5. All players must have a current receipt or a valid daily ticket in their possession during play. 6. Practicing anywhere on the Course at any time is prohibited. Players must use the driving range, putting green, and other designated practice facilities for practice. 7. When sufficient players are registered, four persons will be scheduled in each playing group on tee # 1. 8. Fivesomes are allowed at the discretion of the Starter. 9. Unless prior permission is given, golfers will tee off only between the appropriate tee markers. V. TOURNAMENTS A. General Information 1. Any golf club, company, golf association, or other organization may request authorization to hold a golf tournament on a first come, first served, basis. 2. All tournaments must have a Tournament Agreement requiring multiple reserved starting times with a minimum of 16 players. MW 3. Tournament fees and charges will be set by the OPERATOR. Fees and charges are subject to change without prior written notice. Tournament fees will be based on fees and charges in effect on the date of the tournament. All fees and charges in effect on date of tournament must be paid and received 15 days prior to day of tournament. 4. All pre -scheduled tournament events will be charged at the current daily fee per player. OPERATOR may charge an additional surcharge or booking fee per player for Tournaments at their sole discretion. Any discount rates will not apply with an exception to the Recognized Clubs. 5. Individual starting time reservation requests will not be accepted for starting times which fall within a scheduled tournament period, however, the Course may fill any unfilled or late starting time with players from the daily call sheet. 6. Unless otherwise authorized by the OPERATOR, tournament playoffs to settle a tie will not be permitted. 7. Refunds on tournament green fees will not be made except when the Course is officially closed due to inclement weather or other adverse conditions. 8. If the Course is closed prior to, or during a tournament, green fees for those participants who have not commenced play will be refunded in accordance with established procedures. 9. Tournament participants must observe all prevailing rules and regulations covering use of the Course, personal conduct, dress, and golf play as prescribed by the City and the OPERATOR. 10. Tournament sponsors are liable for any personal injury, property damages or repairs resulting from tournament play. 11. Tournament sponsoring organizations must agree that, during use of the Course facilities, no person will be excluded from participation, denied any benefit, or otherwise be subjected to discrimination because of his/her race, creed, color, or national origin. 12. The following information on each scheduled tournament will be tracked by the OPERATOR or the designated representative. a. Name of the organization holding the tournament. b. Date and time of play. C. Number of players. d. Name, address, and phone number of the tournament chairperson. 13. All scheduled tournaments shall be encouraged to purchase prizes from the OPERATOR. B. Permit Procedures MM Tournament requests will be taken one year in advance. 2. No tournament will be confirmed until the following: a. A tournament contract is signed by the organization representative booking the tournament and the OPERATOR. b. A deposit for the tournament is received. These fees must be received along with the signed contract. C. The total remaining fees must be paid in full on the day of the scheduled tournament or the tournament may be canceled. 3. The deposit may be waived at the discretion of the OPERATOR. 4. The Recognized Clubs may schedule a one -day weekend tournament per quarter. The recognized club tournament event can start at 7:00 a.m. and shall pay the daily fee rate for that day. 5. The Recognized Clubs may have one (1) multiple -day event per year for their club championships. 6. All tournament fees are calculated on the current fees charged on the day the tournament is held. OPERATOR may charge an additional surcharge or booking fee per player for Tournaments at their sole discretion. These fees are subject to change requiring no notification to the organization or individual responsible for booking the tournaments. 7. OPERATOR will provide a copy of the Tournament Contract and on the day of the Tournament, a detailed receipt to the Tournament Coordinator. OPERATOR will keep all Tournament Receipts on file. 8. Starting times for which advance payment has been made and for which a Tournament Contract has been executed will be blocked out on the Tee Sheet for the day of the tournament. C. Tournament Categories Prepaid use: Permits use of golf course for those starting times reserved by the tournament sponsoring organization. A 10 % deposit is required at the time the tournament contract is signed and the tournament is scheduled. 2. Shotgun Tournaments: Shotgun tournaments (tournaments where all golfers start at the same time on a different hole) may be scheduled at the discretion of the OPERATOR. Ma 3. Group League Play: Group play may be scheduled at the discretion of the OPERATOR. 4. Junior Tournaments a. The OPERATOR may schedule an annual City sponsored Junior Tournament for boys and girls who are not yet 18 years of age. Participating junior golfers will pay a special discounted tournament entry fee to the OPERATOR. b. Course Manager will coordinate appropriate varsity golf team practices and league matches during their golf season. (High School and College). D. Accounting 1. The OPERATOR will receive payment for tournament fees by mail, electronically or in person at the Course. 2. On the date of the tournament, play will be recorded on that day's Tee Sheet in the usual manner; A ticket will be rung for all paid players in the tournament and the tournament representative will be issued a receipt. VI. SCHOOL TEAM PLAY A. Purpose 1. To provide young people the opportunity to participate in organized competition in a sport that is not always accessible to all social and economic levels of our society. 2. To provide young people with the opportunity to develop an interest in a lifetime sport through involvement with the schools. B. Policy and Procedures 1. Letter applications for school team play, for the following year, must be submitted to the OPERATOR between September 15 and November 1. Applications will not be accepted prior to September 15, and those applications received during the specified period for submission will be processed in the order received. EI Segundo School District will have priority. 2. In processing an application for school team play, the OPERATOR will: a. Make every effort to comply with the school request. b. Designate and assign the days and times for school play. C. Issue a letter authorizing use of the Course, including dates and times. d. Prior to January 2 of each year, meet with the golf coach or other designated faculty representatives of the requesting schools to make necessary arrangements, discuss procedures, rules, and regulations, and to schedule the school team play. 3. Each school authorized for team play must submit a team roster and schedule for practice and league play to the OPERATOR at least two weeks prior to the opening of the season. Team members must meet standard eligibility requirements at the junior high, high school or college level. 4. School golf teams will not be allowed on the Course unless accompanied at all times by a golf coach or other designated faculty representative. Teams will be classified as a group, and the assigned coach or faculty member will represent them and be held responsible for their conduct. 5. Each school may be permitted to play at junior rates during team season. 6. Team members may play two 9 -hole rounds on the assigned day or days. 7. Team practice and/or league play will be permitted only on those weekdays (excluding holidays) assigned by the OPERATOR. School golf teams shall report to the Course between the hours of 2:00 p.m. and 3:00 p.m. on the days scheduled for play. Any changes or exceptions must be approved by the OPERATOR. 8. Each participating school is allowed four foursomes and a coach or faculty member for practice matches and for scheduled league matches. 9. For school team practice rounds and team league play, the golf coach or designated faculty representative will pay the prevailing junior fee for each participating team member. Payment may be in cash or by first party check for the exact amount due. 10. The golf coach or designated faculty member will pay the prevailing junior green fee when playing golf while supervising the school team activity. Regular green fees will be paid for play at any other time. 11. School team players will be required to show their student identification cards. 12. School golf team members, golf coaches, and faculty representatives will be expected to observe and adhere to the rules of conduct, dress, and golf play prescribed by the City. The OPERATOR reserves the right at all times to cancel a playing permit if conditions justify such action. VII. JUNIOR GOLF PROGRAM A. Purpose 1. Create a future interest in golf by providing opportunities for young people to learn the game of golf. 2. Establish guidelines that will enable young golfers to integrate comfortably with adult players on the golf course and driving range. 3. Ensure that an ongoing program of education for juniors interested in sports (specifically golf) as a contribution to their own personal development. B. Summer Junior Golf Camp Program 1. A summer junior golf program will take place during the months of June, July and August. 2. Camps are offered for youth under 18 years old. 3. Safety for the juniors attending will be a primary focus throughout all camps. 4. Three-day and five-day camps will be offered at a price developed by the OPERATOR. 5. Camps will also provide snacks and lunch C. Junior Golf Program (Junior Tour School) 1. A one-hour junior clinic will be scheduled at a minimum of three Sundays per month. Clinics are scheduled in the afternoon hours and are scheduled in accordance with daylight savings. 2. Clinic topics will include grip, stance, posture, alignment, course/range etiquette, short game, putting, and full swing. 3. Clinics are one (1) hour in length. 4. Junior Tour School membership includes: two free clinics, discounts on green fees/driving range, golf shop merchandise, membership card, golf shirt, golf cap. D. Junior Golf Tournaments 1. Junior golf tournaments will be held at a minimum of four tournaments per calendar year. 2. One Junior Golf Championship will be held once per year. W 3. Prices may vary due to tee -prizes, prizes and tournament format. (tee -times, shotgun, two -person, parent/child). E. General Policies 1. Junior events shall be posted on the facility calendar and the facility website. 2. EI Segundo junior residents of EI Segundo will receive the posted discount. 3. Non-residents will receive the posted discount at the discretion of OPERATOR. 4. Discounts will be provided on weekdays and weekends. Holidays will default to the weekend rate. VIII. RECOGNIZED CLUBS A. Purpose 1. To offer a vehicle for organized competition, handicapping and fellowship for the Course patrons. 2. To establish a nucleus of patrons for the Course. B. Policy 1. The Course will recognize the following clubs: a. One Men's Club b. One Women's Club C. One Junior Club d. One EI Segundo Club e. Clubs may be added at the discretion of the OPERATOR. 2. The Recognized Clubs must be totally self-supporting through their own dues structure. 3. Each Recognized Club must establish a Board of Directors. This Board must have at least five members as follows: a. President b. Treasurer C. Tournament Chairman d. OPERATOR representative e. City representative 4. OPERATOR will aid in the establishment of the above clubs. 5. The Recognized Clubs' bylaws must be approved by the OPERATOR. MM 6. The Recognized Clubs must belong to the appropriate amateur golf regulatory association, (i.e. Southern California Golf Association, as applicable to the Course). 7. The Recognized Clubs use of the Course for organized playing activities will be subject to the policy established in this manual. 8. Each Recognized Club is encouraged to purchase their tournament prizes from the OPERATOR per the fee schedule. 9. No cash prizes for tournament winners will be permitted unless approved by the OPERATOR. 10. Reservation privileges for the Recognized Clubs' members will be limited to the reservation policy established in this manual. 11. Organized tournament privileges for Recognized Clubs will be limited to policies established in this manual. IX. DRIVING RANGE OPERATIONS A. Hours of Operation DRIVING RANGE shall allow EI Segundo Recreation and Parks members to utilize the first level of the Driving Range venue at the following rates: a. Monday — Friday (Non -Holidays) from 6 am to noon @ $10 per bucket or 45 balls. b. Saturday — Sunday and Holidays from 6 am to 9 am @ $10 per bucket of balls or 45 balls. B. Access for School Sponsored Golf Groups 1. The DRIVING RANGE shall provide selected school -sponsored golf teams and charities supporting youth mentorship access to the Driving Range venue for free game play during the hours of 9:OOam — 5:OOpm, Monday through Thursday (Non Holidays), under Operator's youth program (for example, Topgolf's Youth Play It Forward initiative). 2. The Driving Range shall provide access to the Driving Range venue for free team practices at various parts of the week to the Mira Costa Boys and Girls, Vista Mar High School, the American Martyrs elementary school programs and the recently formed "Gundo Golf League" is an EI Segundo specific program where players from Richmond and Center St. Schools begin their journey toward becoming players capable of representing an EI Segundo High School golf team in the future. To the extent the Driving Range has ball -tracking technology, it will provide these teams instant feedback on their swing analytics and ball flight and be able to track their progress over time through app and web -based applications. 3. The OPERATOR and Driving Range will also extend conversations to First Tee, SCGA, SCPGA and others who currently use the Lakes for junior programs, tournaments and leagues to maintain them as a preferred location. MW C. Access for Golfers 1. DRIVING RANGE shall provide a "warm-up" solution for golfers with tee times at the course. This will be done thoughtfully to ensure efficiency and accessibility between the golf course operations and the Driving Range. Driving Range shall charge a rate that is consistent with rates charged at other driving ranges owned by public agencies in the region. X. LESSON PROGRAMS A. Purpose 1. To utilize the Driving Range venue and Golf Course Facility to create co- branded instructional opportunities and optionality for youth and adults. 2. DRIVING RANGE will provide dedicated bay time on all days of the week at the Driving Range venue to ensure that instruction can happen both on the golf course and driving range. 3. To provide a service to all levels of golfers so that they may enjoy golf by improving their individual skill levels. 4. To provide a means of introducing new golfers to the game of golf therefore improving revenue potential and Course usage. 5. To provide different types of instruction to fit the needs and incomes of all people desiring to play the game of golf. B. Instruction can take place in the Driving Range venue for full -swing capability and the use of visual tracking technology, on the practice greens for chipping and putting, and will move onto the golf course to pull it all together. The Driving Range venue provides an all-weather solution enabling instructional programs to continue without pause. C. Illustrative co -branded youth development and operational programming possibilities that will utilize both the Topgolf venue and the Golf Course Facilities could include but not be limited to: a. Player Development Programs b. Summer Academy / Junior Camps (over 5,500 kids participated at Topgolf in Summer 2018) C. Group Classes d. PGA Junior Leagues (www.pgajrleague.com) — Operator teams compete in Junior League events and the Driving Range venue will play host to some team competitions. e. Bays to Fairways — 6 -week program endorsed by the PGA of America — first 5 weeks in the Driving Range venue and the last week on the golf course. f. Junior Tournaments g. Team Training Programs through Operator youth programs (for example, Topgolf's Youth Play It Forward Initiative) Club Fitting Adult Program Offerings: i Private Lessons and Clinics ii Community Outreach Programs iii League Play iv Tournaments and Outings v Creative Events to maximize community outreach vi World's Largest Golf Outing — National Charity Event D. OPERATOR's approach shall serve to create cohesive instructional opportunities for adults and important development programs for youth interested in the game of golf. OPERATOR will maximize the synergies between the Driving Range venue and Golf Course Facilities to introduce non -golfers to the sport with the purpose of growing the game and also serve as a true amenity to city residents. M Golf Course Maintenance Specifications A. The OPERATOR shall supply in the amounts and quantities necessary, (amounts and quantities necessary to perform the obligations shall be determined by OPERATOR, as described elsewhere in this Agreement). 1. All necessary gasoline, oil and diesel fuel needed to operate equipment. 2. All necessary top dressing, seed, sod, fertilizer, fungicides, herbicides, pesticides, iron sulfate, sulfur and calcium (gypsum). 3. Materials and parts necessary for repair and maintenance of all irrigation systems. 4. Tee towels and soap for ball washers. 5. Rock dust or decomposed granite for paths and roads. 6. Sand for traps. 7. Soil tests for pH, P and K, as necessary. B. The OPERATOR shall provide the appropriate supervision for course maintenance. 1. A qualified Class "A" Golf Course Superintendent, or apprentice working towards their full Class A status, shall be responsible for supervising the maintenance of the facility. 2. A crew of sufficient size to maintain the course in accordance with the specifications herein shall be retained on a full-time basis. 3. An emergency duty contact person shall be provided at all times. C. The OPERATOR shall perform the following maintenance services at no less than the frequencies indicated in these specifications; however, the OPERATOR shall have the right to determine the extent and frequency of any additional "as needed" services. Standards and frequencies may be modified from time to time as deemed necessary by the OPERATOR for the proper maintenance of golf course facilities. In those subsections below where horticultural tasks are specified to be performed on a scheduled basis (as daily, every other day, etc.), the OPERATOR will not be expected to perform the task on the specified schedule if the performance of the task is precluded by weather conditions. The tasks shall be performed on the next available day on which the weather conditions will not interfere with the reasonable performance of the task. 491 1. Greens: The golf course greens are to be maintained in a condition that supports the level of play at the Course. The OPERATOR shall be responsible for mowing, watering, aerating, vertical mowing, fertilizing, top -dressing, pest control and repair as specified below. a. Mowing: (1) During the peak growing season (April through October), mowing shall be done seven (7) times per week and during the period of slow growth, (November through March) mowing shall be done at least five (5) times per week, unless the use of growth regulators or climate conditions are not producing enough growth to cut and doing so would only stress the turf. Height of cut and frequencies may be modified from time to time as deemed necessary by the golf course superintendent subject to approval of Operator. Greens shall be cut at a length of 5/32" to 4/16", depending on the time of year and the amount of play. (2) Basket devices for catching grass clippings shall be used on mowers each time a green is cut, except for the first mowing after the green has been top -dressed. (3) The mowing pattern shall be alternated each time a green is mowed. (4) "Graining" in the greens shall be controlled as necessary by the use of combs, brushes, or "verticut" attachments on green mowers. (5) Verticut all greens as needed to prevent thatch buildup, not less than once a month, or as otherwise directed by OPERATOR. (6) Greens collars shall be mowed three times weekly at a length of 1/2". b. Watering of Greens: (1) The OPERATOR shall water the greens as necessary to keep the grass in optimal growing condition. (2) Irrigation of the greens should produce greens that are evenly wet over the total green. Wet and dry spots are to be minimized by controller setting and hand watering as necessary. (3) During periods of low humidity (below 30%) and high temperatures (above 95 degrees) the OPERATOR shall check greens on an hourly basis and syringe the greens lightly until all greens show no signs of heat stress or wilt. C. Top-Dressinq of Greens: The OPERATOR shall top dress each green as needed. 492 d. Aerating of Greens: The OPERATOR shall aerate each green not less than two (2) times each year. e. Fertilizing Greens: (1) The greens are to be fertilized in increments of not more than one (1) pound of nitrogen per 1,000 square feet of cold -water soluble nitrogen per application. (2) The greens are to be fertilized frequently enough to support constant growth which is correspondent to the particular season of the year. (3) Based on soil tests, phosphorus and potash shall be added in greens fertilization on a basis of 3-1-2. A balance of N -P -K as in Best Turf Supreme 15-4-7 or equal shall be maintained. Overseedina: (1) Seeding of the greens with bent grass at the rate of two (2) pounds per 1,000 square feet shall be as needed. (2) Seeding of the greens surrounds with perennial rye grass or same turf seed as modified by renovation at the rate of fifteen pounds per 1000 square feet shall be done as needed. (3) Renovating of putting surfaces and surrounds shall be done prior to applying seed and followed by a light top dressing. g. Insect and Disease Control: (1) OPERATOR shall have the soil analyzed annually for fairways. Fertilizer, pesticides and amendments (sulphur, gypsum, etc.) will be applied in the quantity and type recommended by the soil analysis in a manner to provide uniform growth of turf. OPERATOR will be provided with copies of all analytical tests conducted. (2) Applications of pesticides for the control of insect and disease organisms shall be carried out only after all other cultural methods have been exhausted. Should it be necessary to use chemical control techniques, the Superintendent shall notify the OPERATOR prior to any applications. (3) All applicable regulations shall be strictly adhered to and all required reporting and pest applicator certifications shall be the responsibility of the OPERATOR. (4) The greens shall be checked daily for fungus activity, insect infestations, or any other pest problem which will adversely affect the quality of the putting surface. 493 h. Weed Control on Greens: The OPERATOR is to maintain a program to keep the greens free at all times of broad leaf weeds, bermuda grass, quack grass, dallis grass, crabgrass, annual bluegrass, and of all grasses, other than bentgrass. Repair of Greens: Any damage done to the greens from any source which affects the putting surface shall be repaired immediately by the OPERATOR. In the case of voids or bare areas in the grass cover of the green, all such areas shall be sodded with appropriate sod. Other Greens Requirements: (1) The OPERATOR shall repair ball marks on all greens on mowing days. (2) The OPERATOR shall change the pin placement on the greens every day. 2. Tee Maintenance: Tops of tees shall be mowed separately from tee sides and slopes. a. Mowing: Maintain all tees according to accepted playability and industry wide standards as determined by the OPERATOR, observing the following minimum requirements: (1) Tee tops shall be mowed three (3) times per week unless the use of growth regulators or climate conditions are not producing enough growth to cut and doing so would only stress the turf. The practice of alternating mowing patterns shall be followed. (2) Tee and aprons shall be cut at a maximum height of 5/8 inches. (3) Clippings shall be collected and disposed of by broadcasting into the driving range. (4) The OPERATOR shall use a Triplex Reel Mower intended for the mowing of tees. b. Watering of Tees: Tees are to be watered as necessary to keep the grass in optimal growing condition and to provide a relatively dry, firm stance in making tee shots. Hand watering shall be used by the OPERATOR where necessary to augment the automatic irrigation system. C. Aeration: (1) Tees shall be aerated as needed using 5/8" or 1/2" tines. Penetrating at least 3" and yielding 36 or more holes per sq. ft. d. Verticuttinq: Vertical mowing shall be done whenever levels exceed 1/2" thickness. e. Top dressinq: Tees will be top dressed as needed to maintain quality tees. Repairinq Divots: Large divot holes (3" or more long) on tees shall be repaired at least three (3) times weekly by hand filling and leveling them with a mix of seed, sand and humus. g. Fertilization: Fertilizing materials and rates shall be determined by growing conditions and the results of soil nutrient level testing. Rates of application may vary depending upon the test results; however, under normal conditions rates will provide one (1) pound of actual nitrogen per 1,000 sq. ft. per application per month. Ratio of potash, potassium and trace elements added with nitrogen will depend upon soil test results. Pest Control on Tees and Aprons: The tees and aprons shall be checked daily for fungus activity and insect infestations, or any other pest infestation which would interfere with the playing surface or the health of the turf grasses. The appropriate controls for these pests shall be put into force as soon as necessary after their discovery. Weed Control on Tees and Aprons: The tees and aprons are to be kept free of broadleaf weeds, crabgrass, dallis grass, coarse fescues, and quack grass at all times. Overseedina: Seeding with VIP perennial rye grass at the rate of 15 pounds per 1000 square feet shall be done when climatic conditions are favorable for germination and growth. Renovating shall be done prior to applying seed and followed by a light top dressing. 3. Fairways. Ranqe and Shoulders of and Aprons of Greens and Tees (hereinafter referred to as FAIRWAYS Maintenance a. Mowina: Maintain all fairways according to accepted playability and industry- wide standards as determined by the OPERATOR at all times, observing the following minimum requirements: (1) Fairways shall be mowed three (3) times per week during the active growing season unless the use of growth regulators or climate conditions are not producing enough growth to cut and doing so would only stress the turf. Normal cutting height shall be between 1/2" and 3/4" depending upon season and rate of growth. (2) The practice of alternating mowing patterns shall be followed wherever possible. (3) During periods of rainy weather which interfere with the normal fairway mowing schedule, the OPERATOR shall be expected to use additional mowing resources to catch up on mowing requirements so as to prevent overly long grass. (4) Take precautions to prevent scalping, rutting, uneven mowing and damage to trees and shrubs. 495 b. Watering of Fairways: Fairways and the driving range are to be watered as necessary to keep the grass in optimal playing condition. C. Aeratinq of Fairways: The fairways shall be aerated as necessary to keep the grass in optimal playing condition. d. Vertical mowinq: Vertical mowing of fairways is not required except in extraordinary circumstances for disease control or to reduce thatch of stoloniferous weed grasses. e. Fertilization of Fairways: (1) The fairways are to be fertilized in increments of one (1) pound of cold water soluble nitrogen per 1,000 sq. ft. per application with phosphorous, potash and trace elements, sulphur and calcium. (2) Fairways are to be fertilized as needed to maintain optimum playing conditions. f. Pest Control on Fairways: (1) The fairways shall be checked daily for any pest infestation which will affect the playing surface or the ongoing health of the turf grass. g. Litter Control: Fairways shall be policed on a regular basis for the removal of all litter (i.e. paper, leaves, cans, bottles, tree branches, etc.). 4. Rouqhs Maintenance: a. Mowing: All rough areas shall be mowed two (2) times per week during the growing season and during the period of slow growth mowing shall be one (1) time per week or more frequently as dictated by the rate of growth. Cutting height shall be between 3/4" and 1". b. Aerating: Roughs shall be aerated as needed to maintain optimum playing conditions. C. Fertilization: Fertilizer shall be applied as needed to maintain optimum playing conditions. d. Weed Control: If needed, broadleaf weeds shall be controlled with a legally approved selective herbicide. e. Litter Control: Litter control in roughs shall be scheduled to be done at the same time as the fairways. f. Pest Control: m•. (1) Any pest problem recognized as such, including burrowing animals shall be eliminated as soon as possible. 5. Sand Traps: a. Rakinq: Sand bunkers shall be raked smooth no less than three (3) times per week either by hand or mechanically by a "Sand Pro" or equal. b. Edqinq: Growth retardant may be used on the perimeter turf to inhibit growth. Edging shall be as required and prior to application of a growth retardant. Care shall be taken to maintain the design outline of the bunkers to insure the integrity of the bunker shape. C. Sand Replacement: Sand of the same quality as used in greens top dressing shall be replaced as necessary to maintain at least a uniform depth of (4) inches. 6. Trees. Shrubs. and Other Landscapinq - Clubhouse: a. The Lessee will be responsible for the maintenance of all the landscaping at the Clubhouse. b. All landscaped planter areas shall be kept weed free. C. All trees and shrubs shall be pruned as necessary to provide ease of play on the Course and accepted aesthetic values throughout., The OPERATOR shall replace trees damaged by wind, etc. and provide staking as necessary. d. The OPERATOR shall irrigate all tree shrubs and other landscape plants as necessary to maintain them in the optimum conditions for growth. e. The OPERATOR is to keep grass adjacent to trees mowed at the same frequency and to the same height as is applicable to the location of each tree, (e.g., whether fairway or rough). Alternatively, the Lessee may create grass free tree basins of a diameter not greater than four (4) feet to facilitate mowing around the trees. f. The OPERATOR agrees to maintain any and all new landscape plantings made on the golf course during the term of this agreement. g. Pruninq: Height limitation for tree pruning is 15 ft. for trees over 15 ft., pruning shall be limited to the removal of low hanging branches that present a hazard to golf carts or to the golfer, and can be reached with a pole pruner. Shrubs shall be shaped or pruned only as necessary to maintain the natural form of the plant. Stakes and ties are to be inspected monthly for correct installation and placement. When trees are stable enough and have developed sufficient caliper to stand alone, stakes and ties shall be removed. 497 Pest Control: Frequent inspections of all trees and shrubs shall be done. When insect or disease organisms are detected, appropriate control measures shall be taken. 7. Irriqation Svstem Maintenance: Maintain entire irrigation system, except those areas of the water delivery system back flow/gate valve assemblies and main lines in good repair; functioning properly and conforming to all related codes and regulations at all times. Irrigate, as required, to maintain adequate moisture for growth rate and quality appearance. Adequate soil moisture shall be determined by visual observation, plant resiliency, turgidity, examining cores removed by soil probe, moisture sensoring devices and programming irrigation controllers accordingly. a. Consideration must be given to soil texture structure, porosity, water holding capacity, drainage, compaction, precipitation rate, run off, infiltration rate, prevailing wind condition, time of day or night, type of grass, plant and root structure. This may include syringing during the day and hand watering during periods of windy weather. b. In areas where wind creates problems of spraying onto private property or road rights-of-way, the controllers shall be set to operate during the period of lowest wind velocity which would normally occur at night. C. The OPERATOR shall be responsible for monitoring all systems within the described premises and correct for: coverage, adjustment, clogging of lines, and removal of obstacles, including plant materials which obstruct the spray. d. Check systems daily and adjust and/or repair any sprinkler heads causing excessive runoff, including slope areas or which throw directly onto a roadway, paving or walkways. e. All controllers shall be inspected on a daily basis and adjusted on a weekly basis or more frequently as required, considering the water requirements of each remote -control valve (sprinkler station). A soil probe or tension -meter shall be used to determine the soil moisture content in various areas. g. OPERATOR shall observe and notice deficiencies occurring from the original design and review these findings with the OPERATOR so necessary improvements can be considered. OPERATOR shall repair all leaking or defective valves within twenty-four (24) hours following notification from the OPERATOR of such a deficiency. In the event of a reduction of the volume or water supplied to the golf course during peak demand periods, the priority of water distribution by OPERATOR shall be as follows: (1) Greens (2) Tees (3) Fairways (4) Other turf and landscaped areas 8. Lake Maintenance: a. Edqinq: Growth retardant may be used on the edges to inhibit growth. Edging shall be scheduled on an as needed basis. b. Litter Control: Lakes shall be inspected on a daily basis and trash and debris shall be removed as needed. 9. Non -Horticultural Maintenance Related to Plav on the Course: a. The OPERATOR shall be responsible for the maintenance of all tee markers, cups, flags, ball washers, trap rakes, yardage signs, benches on the Course, trash receptacles, perimeter fences (excluding range) cleat brushes, rope/stakes, distance markers, and all signs. Maintenance shall include repairing, painting, replacing, furnishing towels; and otherwise keeping these amenities in a good condition that is conducive to player enjoyment of and respect for the Course. b. Cups: During the peak growing season, cups shall be changed as needed. During this operation, inspection of the putting surface shall be made and any ball marks or other damage will be repaired. Cup placement shall conform to USGA rules and shall not be closer than a flag pin length to the edge of the green. On non -mowing days, dew shall be swept or irrigation dew cycle operated. C. Teeinq Ground: All tee markers shall be moved as often as the cups are set on the greens. Litter containers shall be emptied daily. Ball washers shall be filled as necessary, and checked every Friday. d. The ball washers located around the Course shall be serviced to ensure fresh sudsy water is available. The towels for the ball washers shall be changed to ensure proper appearance and condition is maintained. e. The OPERATOR shall mark temporary hazards, out-of-bounds areas, and other course conditions as they occur or are required by tournament play. 10. Maintenance of Improvements, Equipment, etc. Not Related to Plav on the Golf Course: a. The OPERATOR shall sweep all areas of areas of the parking lots not swept by the sweeping CONTRACTOR and around the clubhouse on a weekly basis. b. The OPERATOR will be responsible for the cleanliness of the maintenance service area. The need for cleaning these will be identified during inspection tours of the Course. C. The OPERATOR will maintain clean edges on all roadways, parking lots and paths by periodic edging or spraying of plant growth, as determined by inspection tours of the Course. d. The OPERATOR will be responsible for the daily litter cleanup on all paved surfaces of the Course. e. The OPERATOR shall maintain a weed -free condition in an area one (1) foot wide on each side of the base of all fence lines on and around the Course. f. The OPERATOR shall be responsible for keeping all surface drain lines open and functioning. 11. Miscellaneous Items: a. Driving Range: Police area daily and remove litter. b. Clubhouse: Change cups on practice putting green five (5) times per week. Maintain putting green in same manner as course green; Police area and remove loose trash and debris from walks and landscaped areas. Remove dead flowers from annual flower beds ad plant new ones as needed. C. Trash: Remove all trash and debris resulting from golf course maintenance as it occurs. Clean, repair and replace trash receptacles as necessary to maintain clean, safe and sanitary conditions at all times. 12. Items Not Included: The following items will be funded out of the capital improvement funds on an as needed basis. a. Acts of God Damage: Damage to the golf course as a result of acts of God may include but are not limited to: removing silt or debris deposited by floods, earthquake, and damage from freezing. These items will be handled on an individual basis as an extra cost to be approved by Operator. b. Sprinkler Valve and Controller Replacement: Replacement of worn-out or non - repairable valves, sprinklers or controllers shall be approved by Operator. C. Pump Stations: Repairs or replacements to all pumps or pump stations. d. Drainaqe Svstems: Installing drains to resolve drainage problems caused by excessive runoff from roads or adjacent property shall be handled on an individual basis to be approved by Operator. e. Lighting Svstems: Range, Course, parking lot and all exterior lighting will be the responsibility of Operator. 500 Maintenance Equipment: Maintenance equipment used in the maintenance operation of the Golf Course and grounds to include mowing, raking, spravinq, aerating, transportation, grinding, lifting, digging, hauling and spravinq. 13. Other Required Duties: a. Maintain shrub and ground cover plantings and lawn areas in a manner to promote health, growth and aesthetically pleasing appearance at all times. b. Maintain all trees in safe, healthy and aesthetically pleasing condition at all times, keeping adjacent turf mowed and trimmed to the trunks of trees on the golf course. Pruning of trees by OPERATOR will be to maintain a seven (7) foot clearance for golf carts and removal and corrective pruning required by fallen or broken branches. Control and eradicate rodents and other animal pests as necessary to prevent hazards, holes and destruction of plantings on golf course property. d. Construct and/or maintain and repair as necessary surface flow lines, swales, catch -basins, grates and other drainage structures in clear, weed -free and properly functioning condition at all times. e. Observe all legal requirements and safety regulations, including special licensing requirements in the use and storage of chemicals hazardous materials, supplies and equipment at all times according to CAL -OSHA and the Los Angeles County Agricultural Commissioner. Maintain golf maintenance storage buildings and yard in a clean, orderly and safe condition at all times, conforming to all applicable laws and regulations. g. Protect golfers from injury and the golf course from damage in periods of frost, rainy weather, and other unusual conditions at all times. Maintain walkways, steps, handrails, header -boards and paths in a clean, edged, safe, week -free condition at all times. Maintain all fencing, netting, protective screens and fence lines in a safe, secure and aesthetically pleasing condition at all times. Maintain interior unpaved service roads in a safe usable condition at all times. Inspect the Golf Course Facilities frequently and report deficiencies to OPERATOR as necessary to ensure prompt repair or correction. 501 EXHIBIT D Dispute Resolution Process (Event of Default Other Than Material De Facto Refusal to Manage) The parties shall use the JAMS expedited dispute resolution process for those disputes that refer to this exhibit and JAMS shall utilize applicable California law for purposes of disputes relating to the Owner's right to regain possession of the Golf Course Facility and underlying property. 502 EXHIBIT E RESIDENT FEE SCHEDULE 503 Resident Fee Schedule — 2021 Baseline Weekday Regular $11.50 Senior $ 9.95 Junior (17 yrs + under) $ 9.50 Weekend $13.75 $13.75 $13.75 504 EXHIBIT F INITIAL OPERATING BUDGET 505 EXHIBIT G TRANSFERRED EQUIPMENT 506 Attachment N Topgolf facility site plan, floor plans, elevations Front Elevation PAINT METAL -1 I 1� 1 Rear Elevation METAL71 METAL -3 CURTAINVALL METAL -2 . EIFS-2 METAL -1 COMPOSIT=PANELING ME A= I 11 . �}'}c ,X /'- .Sc j{ 7Y'1,{ ? X `J4` J� ![ ' 7C. X �s �c -..X. X x x _ �c iKx' 1`I S,.Y EIFS-3 TILE -1 TILE -2 Fr PRkAFET EL 157-�' 1 it PAP.APE1 EL: 441'•8• T7 PARAPET EL M5'-7' TI PAlxepET EL: 133',x• �� i7 SUPER LE�'L•L pE� fff e,,: �7e'•n�' 11 F WLE L FYE - EL: � 1rC#2pi1t1LE�f?L5L+ti& METAL -2 COMPOSITE PANELING EIFS-1 COMPOSITE PANELING mmj PAINT i! PARAPET EL; 15T-1'. it PARAPET ... EL: 4t. -7' 10"-V IF 11 UPPER LEVEL DEQ ,y Ti MIDDLE LEVEL DEIN 11C,90tKP LEVEL 8LA9 UL: 1eSI LED FIELD LIGHT ITYP.j 01 16' 32' 64' ALU TILE - 1 TILE - 2 EIFS - 1 EIFS - 2 EIFS - 3 COMPOSITE PANELING Exterior Elevations Topgolf METAL -1 METAL - 2 METAL - 3 CURTAIN WALL Left Elevation TILE - 1 TILE - 2 EIFS - 1 EIFS - 2 EIFS - 3 COMPOSITE PANELING V Exterior Elevations Topgolf _ it PRF.4PEi ,,yy EL: 157,1. TLP aR_!J'ET ry 71 PAjygAE7 � EL: �53._Q. TI UPPER LEVEL DECK El: R8' -a' TI IMIDOLE LEVEL C h El: W 11- TI GR)UND LEVEL 5LAB EL: W -O' 0' 16' 32' 64' METAL - 1 METAL - 2 METAL - 3 CURTAIN WALL aria �ro,. j Left Elevation TILE - 1 TILE - 2 EIFS - 1 EIFS - 2 EIFS - 3 COMPOSITE PANELING V Exterior Elevations Topgolf _ it PRF.4PEi ,,yy EL: 157,1. TLP aR_!J'ET ry 71 PAjygAE7 � EL: �53._Q. TI UPPER LEVEL DECK El: R8' -a' TI IMIDOLE LEVEL C h El: W 11- TI GR)UND LEVEL 5LAB EL: W -O' 0' 16' 32' 64' METAL - 1 METAL - 2 METAL - 3 CURTAIN WALL aria �ro,. Ti PARAPET EL.iF.—fW'.:j.-- TI PaRAPE T T. �rr�a�Er Fi- 176-2' TI PARAPET EL- 333'-0' �- Tl t1PPER LEVEL DECD. EL- 17S' -t7' TI ryIDDLE LEVEL DECK EL- I47' -O' TI C�d7E1 LEVEL SLAB EL: 1�0'-D' Right Elevation TILE - 1 TILE - 2 EIFS - 1 EIFS - 2 EIFS - 3 COMPOSITE PANELING Exterior Elevations 10 Topgolf METAL -1 0' 16' Liu METAL - 2 METAL - 3 CURTAIN WALL 32' 64' a" Tm STORAGE OAA ELEVATOR L&K-1 A 45 -j/ t I 8 P )I rr -- -------- - -7 4 Lj W-� T i C MEN'S BEVERAGE WOMEN'S COMPUTER MAINTENANCE TOILET STATION TOILET HALLWAY ROOM MAINTENANCE OFFICE Ll -LI T T -t-- L rt� Ll F-1 -1 r. Iij 1111j __ j Er Cni CFU U-0 IM 17P E�p C�41 Li U- L H Em Li FIRE JANITOR BOILER LINEN STORAGE RISER CLOSET now ELEVATOR Oil -013 ON5 Oil 0 Floor Plan - Ground Level Topgolf ELECTRICAL \ KITCHENASH O Cal 020 ROOM ;N RD �j — RIVI# ROOM NAME OUTDOOR BAR LIQUOR PATIO VESTIBULE LOBBY SEATING BAR STORAG 075 COI O05 0(y E FIRE JANITOR BOILER LINEN STORAGE RISER CLOSET now ELEVATOR Oil -013 ON5 Oil 0 Floor Plan - Ground Level Topgolf ELECTRICAL \ KITCHENASH O Cal 020 ROOM ;N RD �j — RIVI# ROOM NAME AREA ISQ. FT- I 001 Vestibule 148 SQ. FT. 002 Lobby 1130 SO, FT. 003 Not Used 004 Bag Storage 130 SQ, FT, 005 Bar Seating 1603 SO, FT. 006 Bar 333 SO, FT. 007 Beverage Station 173 SO, FT. 008 Men's Toilet 178 Sm FT. 009 Women's Toilet 178 SQ- FT, 010 Liquor Storage 308 S4 -FT - 011 Linen Storage 82 SO, FT. 012 Storage 61 &Q, FT. 013 Fire Riser Room 121 SO, FT. 014 Hallway 448 SO, FT - 015 Jan liar Closet 25 SO, FT. 016 Computer Roam 213 50, FT, 017 Boiler Room 87 SO, FT. 018 Kitchen 1346 SO- FT - 019 Electrical Room 203 SO, FT, 020 Trash Row NUT INCLUDED - 449 SO, FT. 021 Kitchen Office 102 SO, FT. 022 Maintenance Office 124 SO, FT. 023 Maintenance 1252 &Q. FT. Hitting Bay 3281 SQ -FT - 024 Hitting Bay Seating 4179 SO- FT - 025 NET Outdoor Patio GROUND LEVEL USEABLE FLOOR AREA 5418 SO, FT._ 21123 Sa FT. 01 16' 32' 64' J -L 17 ariaG P4 I P ':: Tom, Floor Plan - Middle Level 10 - _ HRTRIG BEVERAGE MEN'S WOMEN'S SERVICE EVENT BAY ELEVATOR HOPPER STATION TOILET TOILET HALLWAY BAR KITCHEN HALLWAY SALES OFFICE QI A Eff:h EUTI - IGk r® Ib III 10 170 119 51 e _ tIt jr � - �-�iCl ji t7 r L7 - F, OUTDOOR TERRACE 1n ` - 1- - - �_ fes= ir�r-�jj-: L1 -1 - 7 w Ii rl-f- -11 n I rlf l rvll- 1 n r1 1- -� r+- �l _ ]ILIQ LI _ J Lt �.= I' LI- _ ='.J 1-I' - =IJ Lt l- - ! �__ - - - � � � . � I _.1 F'I ill �'l {� L__-1F-�{,''==-1•i J r � r l III Il_ TJL_ ii- 1 f1 11 T I► 1� I CI. ] I I I � I • r r I Cl!�t l� f{,, FAMILY BAG JANITOR ELECTRICAL WORK EMPLOYEE LOUNGE DINING, STORAGE TOILET STORAGE CLOSET ELEVATOR ROOM HALLWAY ROOM OFFICE OFFICE LOCKER L91 Ix 03 L---:) � ® 8 IN 113 15 116 Ill IIB Topgolf RM # ROOM NAME AREA (SQ, FT.) 100 Lounge 522 SQ. FT. 101 Dlning 960 SQ- FT. 102 Hopper 54 SQ, FT. 103 Beverage Station 120 SQ. FT, 104 Men's Toilet 180 SQ. FT. 105 Women's Toilet 180 SQ. FT. 106 Storage 327 SQ. FT. 107 Bag Storage 83 5Q. FT, 108 Janitor Closet 22 SQ. FT. 109 Family Toilet 55 SQ. FT. 110 Hallway 530 54. FT. 111 Service Bar 138 50. FT, 112 Kitchen 1466 SQ- FT. 113 Hallway 157 SQ. FT. 114 Electrical Room 132 SQ. FT. 115 Work Room 513 SQ. FT. 116 Office 132 SQ. FT. 117 Office 164 SQ. FT, 118 Employee Locker Room 281 SQ, FF, 119 Event Sales Office 374 SQ. FT. 120 Hallway 231 SQ, FT. Hitting Bay 3666 SQ. FT, 121 Hitting Bay Seating 4360 SQ. F7. 122 Outdor Terrace MIDDLE LEVEL NET LISEABLE FLOOR AREA 609 SQ. FT. 15256 SQ. FT, 0' 16' 32' 64' n — �C71Y �ij- BEVERAGE MEN'S WOMEN'S _ — — ELIEV—ATIOR HOPPER STATION TOLET TOILET ❑ - ❑____ ,7 - -- - �9L+l+i�++lam _ II it wh y-1LI-4_JLI.tJfLI -�.=111• `PurI HITTING EVENT EVENT FAMILY BAY SPACE SPACE TOLET 118 23 2I6 !1I -- Y f =_;fir► -y ,.�❑� --�_ �- -- ---- rI -� r1 r1 „ L; �► - r, �, ll rl� "I 7 _ jrlL �• � r .�� '_i Y 1 �❑❑ �y _ _ _ _ � _ r "[7Ar r Jr 1` r `❑ �1 17)� $ 1 N a,,. 1 T — ROOF BAR FAMILY WELLNESS JANITOR FAMILY TERRACE 2 SEATING BAR STORAGE TOLET ROOM CLOSET ELEVATOR TOILET 111 2M 205 219 20T B YID Floor Plan - Upper Level Topgolf L, ELECTRICAL BAG RM N ROOM NAME AREA (SQ. FT.) 201 Bar Seating 1339 50, FT, 202 Bar 309 5O, FT. �0 0 Hopper 54 5O, FT. In Beverage Station 120 SQ. FT, L, ELECTRICAL BAG RM N ROOM NAME AREA (SQ. FT.) 201 Bar Seating 1339 50, FT, 202 Bar 309 5O, FT. 203 Hopper 54 5O, FT. 204 Beverage Station 120 SQ. FT, 205 Storage 730 50, FF, 206 Wellness Room 62 SO, FT. 207 lanitorCloset 27 50, FT, 208 Men's Toilet 180 SO, FT. 209 women's Toilet 180 SO, FT. 210 Hallway 491 M FT, 211 Family Toilet 62 50, FT. 212 Hallway 761 5O, FT, 213 Bag Storage 118 5O, FT. 214 Electrical Room 83 SO- FT. 215 Event Space 993 50, FT, 215 Event Space 1092 50, FF, 217 Roof Terrace 1364 SO, FT. Hitting Bay 4039 SQ. FT, 218 Hitting Say Seating 4559 SO, FT, 219 NET Faintly Toilet UPPER LEVEL USEABLE FLOOR AREA 55 SO, FT. 16618 SQ. FT, 0' 16' 32' 64' n (3ria W1 , POLYESTER BARRIER NETTING SYSTEM 7115"GALVANIZED HIGH STRENGTH STRAND (TYP.)—\ HELICAL ANCHOR DIGITAL SCREENS 50'601 (PER SCREEN) J 16"-42" DIA. 1fi" 42"PIA. 16"�2"DIA. 16"42" DIA. Left Elevation 17a-0- I50'-0----- 134.0- 110'-0" 90'-0" 7116" GALVANIZED HIGH STRENGTH STRAND (TYP) I:I Right Elevation POLYESTER BARRIER NETTING SYSTEM 7116"GALVANIZED � STRENGTH STRAND HELICAL ANCHOR i 16"x30"DI Rear Elevation Tom, �16"-30' DIA. � 16"-36" DIA. 170'-0" --------- -------------- 154.0" 13k'-d° 7116"GALVAN [ZED -------- --- 710'-0'- HIGH STRENGTH STRAND (TYR) _mmol I6'-0Z"DIA. 16'-36" DIA. 16"-30" DIA. ---------- --------- --------- --------- '------- 16"-42' DIA. 16"-42" DIA. 17d-0' 1" 1" 7116"GALVANIZED HIGH STRENGTH ally kf 56'x30' (PER SCREEN) rHELICAL ANCHOR 16"x30"01A. Net Pole Elevations Topgolf �POLYESTEPiI\����s,� d U SYSTEM 7116"GA LVA N I Z ED HIG H STRENGTH STRAND (TYR) �HELICAL ANCHOR �— DIGITAL SCREENS S0'x30'IPER SCREEN) 16"-42"DIA. 16"-42" DIA. POLYESTER BARRIER NETTING SYSTEM ,:1 •,� .E LIGHT GRAY NE ii1NG COMPONENT: -COLOR. BLACK -rk- L(cSldllrc ...4G:1"MESH SIZE -LONG STITCH KNOT LESS JOIN -RESIN DYE ANO d.JiILANd . KcA) ME NIT -116.7 LB. AVE RAGE SINGLE MESH BREAK STRENGTH ATTACHMENT TWINEIHANGMIG TWfNE: 448 BRAIDED POLYESTERTWINE -375 LR_ TEN5ILE STRENGTH -DYETREATED PERIMETER BORDER ROAE&ftIBdINEN ER-fICAIS: •318" BRAIDED SYNTHETIC COVER • PARALLEL SYNTHETIC CORE 3,500 LB.TENSILE STRENGTH FRONT ELEVATION: 20,610 SF. TOTAL EXTERIOR WALL GRAPHIC: 480 SIP. TOTAL = 2.3% OF ELEVATION 5'-3 4 0 - = 42'-0" 1 F� - V:DD f )(—L-5jg EXTERIOR SIGN: 220.5 SF. TOTAL = 1.1 % OF ELEVATION FRONT ELEVATION SIGNAGE: EXTERIOR SIGN (480 SF. + 220.5 SF.) / 20,610 SF. = .034 FRONT LIT CHANNEL LETTERS MOUNTED TO BUILDING 3.4% TOTAL OF FRONT ELEVATION FONT: TOPGOLF APPROVED TYPEFACE FACE: 3116" 7328 WHITE POLYCARBONATE FACE W1 ARLON 2114 TRANS. BLUE VINYL SKIN 1 " WEEDED OUTLINE RETURNS: 6" .063 3003 H14 ALUM. RETURNS TRIM CAPS: 2" SILVER JEWELITE TRIM CAPS BACKS: .063 WHITE ALUMINUM PAINTED SILVER EXTERNAL GUSSETS: 118" 5052 ALUMINUM WI 2" FLANGES ON ALL SIDES INTERNAL GUSSETS: 118" 5052 ALUMINUM CUT TO LETTER SHAPE AT BOTTOM ANCHORS: 318" DIA X 5" GALVANIZED LAG BOLTS fl�ii►ll�I��rU]�i�►i�1:III��1dfL�tl�Illi�:�L�I�If];� MOUNTING: MOUNTED TO BUILDING WI NON -CORROSIVE HARDWARE AND CUSTOM GUSSETS AS REQUIRED. ALL PENETRATIONS SEALED WI CLEAR SILICONE. DRILL POWER HOLES AND ATTACH GUSSETS IN THE FIELD, PROVIDE SS BOLTS EXTERIOR WALL GRAPHIC: SHIELD ART CRAFTED IN EIFS. Exterior Signage - Front Elevations aria Topgolf G P LEFT¢ V Y `. = X >-Ix X% x LEFT ELEVATION: 7,222 SF. TOTAL 222_6" EXTERIOR WALL GRAPHIC: 228.8 SF.TOTAL LEFT ELEVATION SIGNAGE: 228.8 SF. 1 7,222 SF.=.032 3.2% OF LEFT ELEVATION �rffNiiiill1M I I EXTERIOR WALL GRAPHIC: SHIELD ART CRAFTED IN EIFS. Exterior Signage - Left Elevation Topgolf aria G"7P V Y `. = X >-Ix LEFT ELEVATION SIGNAGE: 228.8 SF. 1 7,222 SF.=.032 3.2% OF LEFT ELEVATION �rffNiiiill1M I I EXTERIOR WALL GRAPHIC: SHIELD ART CRAFTED IN EIFS. Exterior Signage - Left Elevation Topgolf aria G"7P WWI RFL� IN min I TOPGOLF mm Tilom LF W Ira 4t. M--� Wj 'WI I I 0 im �--- App, - Ip . -,;., Nil OP",Ppp ,qwjlmg,qwl 400 *.-4 .......... At �PTOPGIOLF Or '4wl HD SPECTACULAR DIGITAL SCREENS Topgolf will feature two HD screens at the back of the golf fairway. FEATURES • Content can be animated or static • Dimensions: 50'x30' (per screen) • Aspect Ratio: 16:9 • Rotations: 2 minutes Topgolf Digtial Screens Topgolf (3ria HD SPECTACULAR SCREEN CONTENT The HD Spectacular screens provide crucial, relevant messaging and information for Topgolf's in -venue guests. The main purposes of the HD Spectacular are to broadcast live sports content, alert players of game play objectives and connect game -integration messaging, provide space for partner brand messaging, and to promote Topgolf's internal programs and events Topgolf Digtial Screens Topgolf (3ria -. 324., SCREEN CONTENT EXAMPLES Game Play Messaging Game play messaging alerts players to aim the ball at the back net target, such as "Hit the Ball Here." Sports Content The screen can broadcast live sports content. Internal Programs The screen promotes events and programs that interest the Topgolf guest demographic. Examples include Topgolf KidZone and Topgolf U. Brand Messaging The screen can display Partner brand messages Topgolf Digtial Screens Topgolf Game Milestone Messaging When a player achieves a game milestone, such as a hole -in -one, a message will be portrayed to alert the player of his or her success. Game Integration Screens can activate games to facilitate in -venue competition among guests. aria o"5JP TOPGOLF FAIRWAY VIEW I HD SPEC Topgolf Digtial Screens Topgolf TOPGOLF FAIRWAY VIEW I HD SPEC - I E Topgolf Digtial Screens Topgolf mjw aria o0-9-7UP Attachment O Clubhouse elevations 528 n CD Z 0 J CIO Z V) � w l.L � J N O Cb o c0 Z o� N w Ln J UJ C- I (0Q U -0 CV AW �p U 3 :300 � � I o'u-)vo OV) 04 a- 23'-3" T.O. HIGH ROOF I 0 00 23'-3" T.O. HIGH ROOF 20'-8" T.O. LOW ROOF 17'-0" T.O. PARAPET f �.•:•� 0'-0" F.F. NORTH ELEVATIONS 3/16"=1'-O" 3 20'-8" T.O. LOW ROOF 17'-0" T.O. PARAPET Owl I - mm • t. Wv W. - ,� Vic►-.. t ti4 A4 IL OF vb 20'-8" T.O. LOW ROOF 12'-8" T.O. TRELLIS 3 5 EAST ELEVATIONS 3/16"=,�(L) ELEVATION KEY NOTES 636 SF RESTAURANT / SNACK BAR O STANDING SEAM METAL ROOF O STOREFRONT WITH CLEAR ANOD 266 SF WOOD SIDING / FIBER CEM BD 328 SF ALUM FRAME & TINTED GLAZING O COLOR TO MATCH TOP GOLF'S$ O WINDOW WITH CLEAR ANOD O STUCCO SAND FIN COLOR GRAY 80 SF ALUM FRAME & TINTED GLAZING 51 SF STUCCO SAND FINISH COLOR O TRANSOM WITH CLEAR ANOD a O RACK ALUM FRAME &TINTED GLAZING TO MATCH TOP GOLFS COLOR DOOR RTO MATCH ADJACENT 5 O METAL FLASHING COLOR TO 10 CE MATCH ADJACENT SURFACE OMETAL TRELLIS COLOR TO MATCH TOP GOLF'S METAL u WESTEELEVATIONS 3/16° ,•-o PROGRAM (Gross Area S.F.) PRO SHOP / STARTER 636 SF RESTAURANT / SNACK BAR 285 SF LOBBY 520 SF RESTROOMS 266 SF KITCHEN 328 SF STAFF OFFICES 229 SF STORAGE 76 SF JANITOR 29 SF CIRCULATION 80 SF ELECTRICAL ROOM 51 SF TOTAL 2,500 SF J% 0 I O Ln 1 u 0� ELECT. RM. 0 •i � O O O t KITCHEN EQUIPMENT KEY NOTES O BEER TAPS O 36"H STD DEEP FRYER O 42"H BAR HEIGHT O BEER KEG BELOW O REACH IN FREEZER O 30"H COUNTER TOP O P.O.S. O 38"H MANITOWOC ICE MACHINE O° 34"H COUNTER TOP O SODA DISPENSER O COOLING UNITS ff , O MICROWAVE O 3 COMP SINK O O O t KITCHEN EQUIPMENT KEY NOTES O BEER TAPS O 36"H STD DEEP FRYER O 42"H BAR HEIGHT O BEER KEG BELOW O REACH IN FREEZER O 30"H COUNTER TOP O P.O.S. O 38"H MANITOWOC ICE MACHINE O° 34"H COUNTER TOP O SODA DISPENSER O COOLING UNITS O MICROWAVE O 3 COMP SINK O BROILER GRILL O RACK 60'-0" 20'-0" , 20'-0" STARTER o STOR. PRO SHOP LO LOBBY L O OFFICE 1 OFFICE 2 .� ENTRY COURT 0 23'-3" T.O. HIGH ROOF 17'-0" T.O. PARAPET —� T.O. TRELLIS A R C H I T E C T S O R A N G E 144 Nath OrorW Street • Orange, California 92666 714 639-9860 THE LAKE at EL SEGUNDO SOUTH ELEVATIONS 3/16"= 2 PROSHOP EL SEGUNDO, CA UTILITY ESTIMATES ELECTRICAL: 208/3 PHASE, 4 WIRE 400 AMPs (ACTUAL LOAD WILL BE APPROX. 300 AMPs) WATER: A 1" WATER METER WITH AN 1.5" LINE TO THE BUILDING WILL BE REQUIRED AS A MIN. SEWER: 4" (WILL BE SUFFICIENT) GAS: 2" TELE: (2) 2" PVC CONDUITS CABLE/TV: 2" CONDUIT 15'-0" , 20,-0"op �. El El y e El 171 IJDO 00 IT El O D =} 0 0 o a I �.,.1 O 7�I � - LC�O O L�� B -�-- � F-1 F-1 D B UU�JU CAFE BAR- 20 SEATS _ o PAT 10 MI 0 44 SEATS 0Q0 o QO 0 0 I O Lf) 0 0 o y CWOMENS0� F L 3 �- MENS 0 JAN. - o Q0 7�/ 0 I a N 2 PRO SHOP FLOOR PLAN 3/16• ,°-o°° CENTERCAL PROPERTIES, LLC 1600 EAST FRANKLIN AVENUE EL SEGUNDO, CA 90245 � PROSHOP PLAN & BUILDING ELEVATIONS PLANNING SUBMITTAL 06-17-16 © 2016 Architects Orange These plans are copyright protected. Under such protection unauthorized use is not permitted. These plans shall not be reproduced or used without written permission by Architects Orange. D A T E Plan Check Bid Set Permit 2015-582 Project Number Drawing Name Plot Date 0 0 O S H E E T 12 529 Attachment P Final EIR 530 4, - r Y FINAL MAY 2017' E' 2 ' � he'Lak, es f„ ecific��� F ti' I! 1 • :an o p-o:ro w L • �•'r 1 1. ENVI,R@NMENTA,LP�1-MPACT REPORT RE-�S�,,O1\1SE�S• -,. , , • • • +J � s 3 N � x•11' 1,'7`- �, S w—�l'^ L �� ',+ `xP. ��" _ � �.. � _ , — . • 1` r�. `'��'�'� � ,i •,til � �1 � � ���" - _ �-=�'� � '-� }��� 1[i 14• 1 _ •1 T _ n � i`":� � - ' � it — l:•A t. ��; - - ' r ' Golf Course I. 1 I 1 •"` Michael Baker 532 FINAL ENVIRONMENTAL IMPACT REPORT The Lakes Specific Plan and Topgolf Project (EA -1135) SCH NO. 2016091003 Lead Agency: CITY OF EL SEGUNDO Planning and Building Safety Department 350 Main Street EI Segundo, California 90245 Contact: Mr. Eduardo Schonborn, AICP Principal Planner 310.524.2312 Prepared By: MICHAEL BAKER INTERNATIONAL 5 Hutton Centre Drive, Suite 500 Santa Ana, California 92707 Contact: Ms. Rita Garcia 949.472.3505 May 23, 2017 JN 153368 533 This document is designed for double -sided printing to conserve natural resources. 534 Environmental Impact Report The Lakes Specific Plan and Topgolf Project TABLE OF CONTENTS Section 10.0 Mitigation Monitoring and Reporting Program.................................................10-1 Section 11.0 Comments and Responses.............................................................................11-1 11.1 Introduction............................................................................................11-1 11.2 Lists of Public Agencies, and Persons and Organizations Commenting on the DEIR................................................11-3 11.3 Comment Letters and Responses..........................................................11-4 11.4 Errata to the Draft EIR..........................................................................11-45 LIST OF TABLES Table 11-1 List of Public Agencies, and Persons and Organizations.................................11-3 Final I May 2017 i Table of ConteA) Environmental Impact Report The Lakes Specific Plan and Topgolf Project This page intentionally left blank. Final I May 2017 ii Table of Contealts Environmental Impact Report The Lakes Specific Plan and Topgolf Project DRAFT AND FINAL ENVIRONMENTAL IMPACT REPORT AND APPENDICES ON CD Final I May 2017 iii Table of Conten Environmental Impact Report AF 7 M.- The Lakes Specific Plan and Topgolf Project This page intentionally left blank. Final I May 2017 iv Table of Contex} SECTION 10.0 Mitigation Monitoring and Reporting Program 539 540 Environmental Impact Report The Lakes Specific Plan and Topgolf Project 10.0 MI i itGATION MONITORING AND REPORTING PROGRAM Section 1.0, Executive Summarv, and Section 5.0, Environmental Analvsis, identify the mitigation measures that will be implemented to avoid or lessen the environmental impacts associated with The Lakes Specific Plan and Topgolf Project. Public Resources Code § 21081.6 requires a public agency to adopt a monitoring and reporting program for assessing and ensuring compliance with any required mitigation measures applied to the proposed development: ... the public agency shall adopt a reporting or monitoring program for the changes to the project which it has adopted, or made a condition of project approval, in order to mitigate or avoid significant effects on the environment. Public Resources Code Section § 21081.6 also provides general guidelines for implementing mitigation monitoring programs and indicates that specific reporting/monitoring requirements enforced during Project implementation must be defined before Final EIR certification. The mitigation monitoring table provided below lists mitigation measures that can be included as conditions of approval for the Project. These measures correspond to those outlined in Section 1_0 and discussed in Section 5.0. To ensure that the mitigation measures are properly implemented, a Mitigation Monitoring and Reporting Program (MMRP) has been drafted to identify the timing and responsibility for each measure. The City of EI Segundo will have the primary responsibility for monitoring and reporting implementation of the mitigation measures. Final I May 2017 10-1 Mitigation Monitoring and Reporting Pro 94T Environmental Impact Report y The Lakes Specific Plan and Topgolf Project This page intentionally left blank. Final I May 2017 10-2 Mitigation Monitoring and Reporting Pro 94T Environmental Impact Report The Lakes Specific Plan and Topgolf Project THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT MITIGATION MONITORING AND REPORTING PROGRAM Mitigation Measure Monitoring Phase/Timing Monitoring Procedure Implementing Party/Agency Verification of Compliance Initials Date Remarks AIR QUALITY AQ -1 In accordance with SCAQMD Rule 403, excessive fugitive dust emissions must be controlled by regular watering or other dust prevention measures, and with Rule 402, which requires implementation of dust suppression techniques to prevent fugitive dust from creating a nuisance off-site as specified in the SCAQMD's Rules and Regulations, the following shall be implemented during construction: a. All active portions of the construction site must be watered every three hours during daily construction activities and when dust is observed migrating from the Project site to prevent excessive amounts of dust. b. Appoint a construction relations officer to act as a community liaison concerning on-site construction activity including resolution of issues related to particulate matter generation. c. Pave or apply water every three hours during daily construction activities or apply non-toxic soil stabilizers on all unpaved access roads, parking areas, and staging areas. More frequent watering must occur if dust is observed migrating from the site during site disturbance. d. Any on-site stockpiles of debris, dirt, or other dusty material must be enclosed, covered, watered twice daily, or non- toxic soil binders shall be applied. e. All grading and excavation operations must be suspended when wind speeds exceed 25 miles per hour. Before Grading Review/Approval Director of Public Permit is Issued of Grading Plan, Works and Director Building Plan, and of Planning and Specifications Building Safety (or Designees) Final I May 2017 10-3 Mitigation Monitoring and Rep'941 Program ixf Y Ore. ti y tr d7 Q C `p�G►5�`4 Environmental Impact Report The Lakes Specific Plan and Topgolf Project THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT MITIGATION MONITORING AND REPORTING PROGRAM Mitigation Measure Monitoring Phase/Timing Monitoring Procedure Implementing Party/Agency Verification of Compliance Initials Date Remarks f. Disturbed areas must be replaced with ground cover or paved immediately after construction is completed in the affected area. g. Track -out devices such as gravel bed track -out aprons (3 inches deep, 25 feet long, 12 feet wide per lane and edged by rock berm or row of stakes) are required to reduce mud/dirt trackout from unpaved truck exit routes. Alternatively a wheel washer must be used at truck exit routes. h. On-site vehicle speed must be limited to 15 miles per hour. i. All material transported off-site must be either sufficiently watered or securely covered to prevent excessive amounts of dust before departing the job site. j. Reroute construction trucks away from congested streets or sensitive receptor areas. HAZARDS AND HAZARDOUS MATERIALS HAZ-1 Before a Demolition Permit is issued, an environmental professional with Phase II/site characterization experience must conduct an inspection of existing onsite structures. The inspection must determine whether or not testing is required to confirm the presence or absence of hazardous substances in building materials (e.g., sinks, drains, piping, flooring, walls, ceiling tiles). Should testing be required and results determine that hazardous substances are present in onsite building materials, the Phase II/site characterization specialist must determine appropriate prevention/remediation measures that are required and/or the methods for proper disposal of hazardous waste at an approved landfill facility, if required. Before Demolition Hazardous Environmental Permit is Issued Materials Consultant with Inspection Phase II/Site Characterization Experience; Director of Public Works Final I May 2017 10-4 Mitigation Monitoring and Repshrif Program Environmental Impact Report The Lakes Specific Plan and Topgolf Project THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT MITIGATION MONITORING AND REPORTING PROGRAM Mitigation Measure Monitoring Phase/Timing Monitoring Procedure Implementing Party/Agency Verification of Compliance Initials Date Remarks NOISE N-1 Before the City issues the grading permit, the Project Applicant Before Grading must demonstrate, to the satisfaction of the Director of Public Permit is Issued Works that the Project complies with the following: • All construction equipment must be equipped with mufflers and sound control devices (e.g., intake silencers and noise shrouds) no less effective than those provided on the original equipment and no equipment shall have an un - muffled exhaust. • The contractor must maintain and tune-up all construction equipment to minimize noise emissions. • Stationary equipment must be placed so as to maintain the greatest possible distance to the sensitive receptors. • All equipment servicing must be performed so as to maintain the greatest possible distance to the sensitive receptors. • Impact tools (e.g., jack hammers, pavement breakers, and rock drills) used for Project construction are required to be hydraulically or electronically powered wherever possible to avoid noise associated with compressed air exhaust from pneumatically powered tools. However, where use of pneumatic tools is unavoidable, an exhaust muffler must be used; this muffler can lower noise levels from the exhaust by up to approximately 10 dBA. External jackets on the tools themselves must be used where feasible, and this could achieve a reduction of 5 dBA. Quieter procedures Review/Approval Director of Public of Grading Plan Works and Building Plan Specifications Final I May 2017 10-5 Mitigation Monitoring and Rep*!j Program ixt Y Ore. ti y tr d7 Q C `p�G►5�`4 Environmental Impact Report The Lakes Specific Plan and Topgolf Project THE LAKES SPECIFIC PLAN AND TOPGOLF PROJECT MITIGATION MONITORING AND REPORTING PROGRAM Mitigation Measure Monitoring Phase/Timing Monitoring Procedure Implementing Party/Agency Verification of Compliance Initials Date Remarks must be used, such as drills rather than impact equipment, whenever feasible. A qualified "Noise Disturbance Coordinator" will be retained amongst the construction crew to be responsible for responding to any local complaints about construction noise. When a complaint is received, the Disturbance Coordinator shall notify the City within 24 hours of the complaint and determine the cause of the noise complaint (e.g., starting too early, malfunctioning muffler, etc.) and implement reasonable measures to resolve the compliant, as deemed acceptable by the Director of Planning and Building Safety. • Select demolition methods to minimize vibration, where possible (e.g., sawing masonry into sections rather than demolishing it by pavement breakers). Final I May 2017 10-6 Mitigation Monitoring and RepIgUg Program SECTION 11.0 Comments and Responses 547 gm Environmental Impact Report The Lakes Specific Plan and Topgolf Project 11.0 COMMENTS AND RESPONSES 11.1 INTRODUCTION PUBLIC REVIEW DRAFT ENVIRONMENTAL IMPACT REPORT In accordance with California Environmental Quality Act (CEQA) Guidelines §§ 15120 through 15132 and § 15162, the City of EI Segundo prepared a Draft EIR (DEIR) for The Lakes Specific Plan and Topgolf Project (SCH No. 2016091003). The DEIR was made available for review and comment to the public, responsible and trustee agencies, interested groups, and organizations for a 45 -day period that occurred between January 26, 2017 and March 13, 2017. The DEIR was also made available directly to State agencies through the State Clearinghouse, Office of Planning and Research. Although not required by CEQA, the City also conducted a noticed Open Public Comment Session on February 2, 2017, in an effort to solicit and receive verbal comments on the DEIR. FINAL ENVIRONMENTAL IMPACT REPORT Before approving a project, CEQA requires that the Lead Agency prepare and certify a Final Environmental Impact Report (FEIR). The contents of a FEIR are specified in CEQA Guidelines § 15132, as follows: (a) The draft EIR or a revision of the draft. (b) Comments and recommendations received on the draft EIR either verbatim or in summary. (c) A list of persons, organizations, and public agencies commenting on the draft EIR. (d) The responses of the Lead Agency to significant environmental points raised in the review and consultation process. (e) Any other information added by the Lead Agency. The FEIR allows the public and Lead Agency an opportunity to review DEIR revisions, the comments and responses, and other EIR components, such as the Mitigation Monitoring and Reporting Program (MMRP), before Project approval. The FEIR serves as the environmental document to support a decision on the proposed Project. This FEIR document consists of the following components: • Section 11. 1, Introduction; • Section 11.2, Lists of Public Agencies, and Persons and Organizations; • Section 11.3, Comments and Responses; and • Section 11.4, Errata to the DEIR. It is noted, none of the corrections/clarifications identified in this FEIR constitute "significant new information" pursuant to CEQA Guidelines § 15088.5. The new information added merely clarifies/amplifies and makes insignificant modifications to the DEIR. The corrections/ clarifications do not involve changes in the Project or environmental setting, or significant new Final I May 2017 11-1 Comments and RespM Environmental Impact Report The Lakes Specific Plan and Topgolf Project information. They do not result in a new impact or substantial increase in the severity of an environmental impact identified in the DER. No new or substantially different mitigation measures than those identified in the DER are required. Moreover, the new information does not affect the DEIR's overall conclusions. Therefore, recirculation of the DER is not warranted. Pursuant to CEQA Guidelines § 15090, prior to approving a project, the Lead Agency must certify that: 1. The Final EIR has been completed in compliance with CEQA; 2. The Final EIR was presented to the decision-making body of the Lead Agency, and that the decision-making body reviewed and considered the information in the Final EIR prior to approving the Project; and 3. The Final EIR reflects the Lead Agency's independent judgment and analysis. These certifications, or "Findings of Fact," are included in a separate Findings document. Both the FEIR and the Findings will be submitted to the Lead Agency for consideration of the proposed Project. Final I May 2017 11-2 Comments and Respite,& Environmental Impact Report The Lakes Specific Plan and Topgolf Project 11.2 LISTS OF PUBLIC AGENCIES, AND PERSONS AND ORGANIZATIONS COMMENTING ON i nv, DEIR In accordance with CEQA Guidelines § 15132, the public agencies, and persons and organizations commenting on the DER are listed in Table 11-1, List of Public Agencies and Persons and Organizations. As indicated in Table 11-1, comments on the DER were received from seven public agencies; however, no comments were received from persons or organizations. Also, no comments on the DER were made during the noticed Open Public Comment Session. Table 11-1 List of Public Agencies and Persons and Organizations No. I Date I Author I Author Title I Agency Public Agencies PA 1 03/14/17 Scott Morgan PA 2 02/7/2017 Gayle Totton PA 3 02/22/2017 Frank Vidales PA 4 03/6/2017 Mindy Wilcox PA 5 03/10/2017 Adriana Raza State of California Director, State Clearinghouse Governor's Office of Planning and Research State Clearinghouse and Planning Unit Associate Governmental Project Analyst State of California Native American Heritage Commission Chief, Forestry Division Prevention Services County of Los Angeles Bureau Fire Department City of Inglewood Planning Manager Economic and Community Development Department, Planning Division Customer Service Specialist, Facilities Planning Department PA 6 03/13/2017 Dianna Watson IGR/CEQA Branch Chief PA 7 03/2017 Elizabeth Carvajal Senior Manager, Transportation Planning Persons and Organizations. None February 2, 2017 Open Public Comment Session None County Sanitation Districts of Los Angeles County State of California Department of Transportation, District 7 Los Angeles County Metropolitan Transportation Authority Final I May 2017 11-3 Comments and Resp nef Environmental Impact Report The Lakes Specific Plan and Topgolf Project 11.3 COMMENT LETTERS AND RESPONSES In compliance with CEQA Guidelines § 15132, this Section includes all of the comments received on the DEIR, along with the City of EI Segundo's responses to significant environmental points raised by those comments. The comments are grouped according to author: Public Agencies (PA); Persons and Organizations (PO); and 3) Public Comment Session (PC). Each individual comment letter listed in FEIR Section 11.2, Lists of Public Agencies, and Persons and Organizations Commenting on the DEIR, is reproduced on the following pages. Each letter and the individual comments in each letter have been consecutively numbered for ease of reference. Following each comment letter, a response is provided for each comment raising substantive environmental issues. The responses are numbered and correlated to the bracketed and identified portions of each comment letter. A "PA," "PO," or "PC" prefix is included with each comment number, as needed, to differentiate the responses. Responses may include text revisions to clarify or amplify information in the DEIR, as a result of environmental points raised in the comments, or as requested by the Lead Agency. A response to a comment requiring revisions to the DEIR presents the relevant DEIR text in a box, with deleted text indicated by and new text indicated by underlinins�, as follows: r,,,i Aed DE! R to—)d Added DEIR text DEIR text revisions are also presented according to DEIR Section in Section 11.4, Errata to the Draft EIR. Final I May 2017 11-4 Comments and Resp M!! STATE OF CALIFORNIA W a GOVERNOR'S OFFICE vfPLANNINGAND RESEARCH F -"Fog , STATE CLEARINGHOUSE AND PLANNING UNIT EDMUND G. BRGWb; S GOVE"ox March 14.2017 Gregg McClain City of El Segundo 350 Main Street El Segundo, CA 94245 Subject: The Lakes Specific Plan Project and TopgolfFaciiity SCHW: 2016091003 Dear Gregg McClain: COMMENT LETTER PA -1 ��E6F PLgyM�h h 11 O 7�L 9 x N w m o � •�j��OFC&0 0�T Kr- X ALM DtR_zmR The State Clearinghouse submitted the above named Draft EIR to selected state agencies for review. On the enclosed Document Details Report please note that the Clearinghouse has listed the state agencies that reviewed your document. The review period closed on March 13, 2017, and the comments from the responding agency (ies) is (are) enclosed. If this comment package is not in order, please notify the State Clearinghouse immediately.- Please refer to the project's ten -digit State Clearinghouse number in future correspondence so that we may respond promptly. Piease note that Section 21104(c) of the California Public Resources Cade states that_ "A responsible or other public agency shall only make substantive comments regarding those activities involved in a pmject which are within an area of expertise of the agency or which are required to be carried out or approved by the agency, Those comments shall be supported by specific documentation." These comments are forwarded for use in preparing. your final environmental document. Should you need more information or clarification of the enclosed comments, we recommend that you contact the commenting agency directly. This letter a6mowledges that you have complied with the State Clearinghouse review requirements for draft environmental documents, pursuant to the California Environmental Quality Act. Please contact the State Clearinghouse at (915) 445-0613 if you have any questions regarding the environmental review process. Sincerely, Sea organ Director, State Clearinghouse Enclosures cc: Resources Agency 1400 loth Street P.Q, Box 3044 Sacramento, California 95812-3044 553 f9i6y445-0513 FAIL (9163323-3018 www,opr.ca.gov 11 Document Details Report State Clearinghouse Data Base SCH* 2016091003 Project Title The Lakes Specific Plan Project and Topgoif Facility Lead Agency El Segundo, City of Type E1R Draft EIR Description The Lakes specific plan consists of the 26.6 acre area that currently comprises the Lakes at EI Segundo. The SP would establish two subareas, with uses and development standards applicable to each subarea. The 3.6 acre SCE easement and 0.7 acre portion of the West Basin Municipal Water District property are part of the overall project, but are not a part of the proposed specific plan. The associated development project proposes to replace the existing driving range with a Topgolf facility on approximately 12 acres. Other improvements would include modifications to the fairwaysliayout of the existing golf course, parking lot expansion, screening pole installation, replacement of existing net poles, turf installation, and demolition/construction of a new clubhouse. In addition to the SP, proposed entitlements include a general plan amendment; general pian map amendment; zone change; zoning map change; zone text amendment; site plan; lot line adjustment and conditional use permit. Lead Agency Contact Name Gregg McClain Agency City of EI Segundo Phone 213-524-2393 Pax email Address 350 Main Street City EI Segundo State CA Zip 90245 Project Location County Los Angeles City EI Segundo Region Lat/Long 33° 54'42.37" N J 118° 23'40.31 " W Cross Streets 400 South Sepulveda Blvd Parcel No. 4138-414-913, 816 Township 35 Range 14W Section 18 Base SBBM Proximity to: Highways 1405, 105, Hwy 1 Airports LAX Railways ATSF; Metro Green line Waterways Scl'aools Land Use Z: Open space, public facilities GP: Parks, open space and public facility Project lssuas Agricultural Land; Air Quality; Archaeologic Historic; Biological Resources; Drainage/Absorption; Economics/Jobs; Flood Plain/Flooding; Forest Land/Fire Hazard; Geologic/Seismic; Minerals; Noise; PopulationlHousing Balance; Public Services; Recreation/Parks; Schools/Universities; Septic System; Sewer Capacity; Soil Erosion/Compaction/Grading; Solid Waste; Toxic/Hazardous; Traffic/Circulation-, Vegetation; Water Quality; Water Supply; Wetland/Riparian; Wildlife; Growth Inducing; Landuse; Cumulative Effects; Other Issues; AestheticNisual Reviewing Resources Agency; Department of Fish and Wildlife, Region 5; Department of Parks and Recreation; Agencies Department of Water Resources; Caltrans, Division of Aeronautics; California Highway Patrol; Caltrans, District 7; Regional Water Quality Control Board, Region 4; Native American Heritage Commission: Public Utilities Commission 554 Document Details Report State Clearinghouse Data Base Date Received 01125/2017 Start of Review 01/26/2017 End of Review 03/13/2017 555 1T Y 0 sgGut` Environmental Impact Report The Lakes Specific Plan and Topgolf Project RESPONSE TO COMMENT LETTER NO. PA -1 Scott Morgan, Director, State Clearinghouse State of California Governor's Office of Planning and Research, State Clearinghouse and Planning Unit March 14, 2017 PA 1-1 This letter acknowledges that the State Clearinghouse submitted the DEIR to selected State agencies for review and that the DEIR review period closed on March 13, 2017. The comment states that the Lead Agency, City of EI Segundo, complied with the public review requirements for draft environmental documents pursuant to CEQA. As such, As such, no further response is necessary. Final I May 2017 11-8 Comments and Respites STATE dF GALIFORNIA NATIVE AMERICAN HERITAGE COMMISSION 1550 "arbor Bivd., Suite 100 West Sacramento, CA 95891 Phone (916) 373-3710 Fax (916) 373-5471 fimail: nahc@nahc ca.9oY Webalte: t%pAArww.nahc.a4,9ar Twitter; @CA NANC February 7, 2017 Gregg McClain City of EI Segundo 350 Main Street El Segundo, CA 90245 COMMENT LETTER PA -2 Edmund-C_Bs�n J�ernor sent via a-maii g mcclain @ elsegundo. org Re: SCH# 2016091003, The takes Specific Plan Project and Topgolf Facility, City of EI Segundo. Los Angeles County, California Dear Mr. McClain: The Native American Heritage Commission (NAHC) has reviewed the Draft Environmental impact Report prepared for the project referenced above. The review included the Introduction and Purpose, the Project Description, the Executive Summary, the Environmental Impact Analysis, the Other CEQA Considerations, Appendix B- NOP Letters, and Appendix D, Phase I and Phase II Environmental Site Analysis, section 4.2, Federal, State, and Tribal Environmental Factors, prepared by Stantec and Michael Baker International for the City of EI Segundo. We have the following concerns. • The Native American Heritage Commission NOP response letter dated September 7, 2016 was not included in Appendix e — NOP Letters. • There is no Cultural Resources section in the Executive Summary, no assessments for Cultural Resources (such as CHRIS w SLF records searches, pedestrian surveys, etc.), and no mitigation measures for inadvertent rinds ❑f Archaeological Resources, Cultural Resources, Tribal Cultural Resources, or Human Remains. • -There is no Tribal Cultural Resources section or subsection in the Executive Summary as per California Natural Resources Agency (2016) "Final Text for tribal cultural resources update to Appendix G: Environmental Checklist Form." htIpWresources.ca.clovlregaldocs1ab521Clean _final-AB-52-App-G_text-Submitted.pdf • There are no mitigation measures specifically addressing Tribal Cultural Resources separately, Mitigation measures must take Tribal Cultural Resources into consideration as required under AB -52, with or without consultation occurring. Mitigation language for archaeological resources is not always appropriate for or similar to measures specifically for handling Tribal Cultural Resources. The California Environmental Quality Act (CEQA)', specifically Public Resources Code section 21084.1, states that a project that may cause a substantial adverse change in the significance of a historical resource is a project that may have a significant effect on the environment.2 If there is substantial evidence, in light of the whole record before a lead agency, that a project may have a significant effect on the environment, an environmental impact report (EIR) shall be prepared_ In order to determine whether a project will cause a substantial adverse change in the significance of a historical resource, a Lead agency will need to determine whether there are historical resources with the area of project effect (APE). CEQA was amended in 2014 by Assembly Bill 52. {AB 52}.' A6 52 applies to any project for which a notice of preparation or a notice o1 negative declaration or mitigated negative declaration is Filed on or after July 1, 2015. AB 52 created a separate category for "tribal cultural resources"5, that now includes "a project with an effect that may cause a substantial adverse change in the significance of a tribal cultural resource is a project that may have a significant effect on the environment.6 Public agencies shall, when feasible, avoid damaging effects to any tribal cultural resource.' Your project may also be subject to Senate Bill 18 (SB 18) (Burton, Chapter 905, Statutes of 2004), Government Cade 65352.3, if it also involves the adoption of or amendment to a general plan or a specific plan, or the designation or proposed designation of open space. Both SB 18 and AB 52 have tribal consultation requirements. Additionally, if your project is also subject to the federal National Environmental ' Pub. Resources Code § 21000 at seq. 'Pub. Resources Code § 21084.1; Cal. Cone Regs., tit.14, § 15064.5 (b); CEQA Guidelines Sechun 15064,5(t)) ' Pub. Resources Code § 21080 (d); Cal. Code Regs., tit. 14,§ 15064 subflay(' 1. CEQA Guidelines § 15464 (al(1) "Government Coda 65352.3 ' Pub. Resources Code § 21074 Pub Resources Code § 21084.2 'Pub HiPgOOFCeS Calle § 21084.3 (a) 557 2-1 2-2 2-3 2-4 2-s 2-6 Policy Act (42 U.S.C. 9 4321 et seg.) (NEPA), the tribal consultation requirements or Section 106 of the National Historic Preservation Act of 19668 may also apply. Z-6 Consult your legal counsel about compliance with A6 52 and 5B 18 as well as compliance with any other applicable laws. Agencies should he aware that AB 52 does not preclude agencies from initiating tribal consultation with tribes thai are traditionally and culturally affiliated with their jurisdictions before the timeframes provided in AB 52. For that reason, we urge you to continue to request Native American Tribal Consultation Lists and Sacred Lands File searches from the NAHC. The request forms can he found online at; httpllnahc.ca.govlresourceslformsl. Additional information regarding AB 52 can he found online at httpJlnalic, ca. govlwp-cont entluoload s120151141AB5TribalConsultation_CalEPAPOF,pdf, entitled "Tribal Consultation Under 2_7 AB 52: Requirements and Best Practices". The NAHG recommends lead agencies consult with all California Native American tribes that are traditionally and culturally affiliated wiih the geographic area of your proposed project as early as possible in order to avoid inadvertent discoveries of Native American human remains and best protect tribal cultural resources. A brief summary of portions of AB 52 and 5B 18 as well as the NAHC's recommendations for conducting cultural resources I -S assessments is also attached. Please contact me at gayle.tDtion@nahc.ca.gov or call (916y 373-3710 if you have any questions. 12-9 Sincerely, A Otton, B. M.A.. Ph.0 ()s sociate Governmentat Project Analyse ,attachment cc. State Clearinghouse e 154 U.S.C. 300101, 36 C.F.R. § 800 et Seri. 2 558 Pertinent Statutory information: Under AS 52: AB 52 has added to CEQA the additional requirements listed below, along with many other requirements: Wltltfn fourteen (14) days of determining that an application for a project is complete or of a decision by a public agency to undertake a project, a lead agency shall provide for rmaI notifloation to a designated contact of, or tubal representative o1, traditionally ant! culturally affiliated California Native American trines that have requested notice. A lead agency shall begin the consultation process within 30 days of receiving a request for consultation from a California Native American tribe that is traditionally and cut turaiIy aff11iated with the geographic area of the proposed project.° and prior to the release of a negative declaration, mitigated negative declaration or environmental impact report. For purposes of AB 52, "consultation shall have the same meaning as provided in Gov. Code § 65352.4 (SB 18).1° The following topics of consultation, if a tribe requests to discuss them, are mandatory topics of consultatiort: a, Alternatives to the project. b, Recomnlencled mitigation mea5;ujes_ c. Significant effects." 1. The following topics are discretionary topics of consuftation: a. Type of environmental review necessary. b. Significance of the tribal cultural resources. c. Significance of the project's Impacts on tribal cultulat resources. if necessary, project alternatives or appropriate measures for preservation or mitigation that the tribe may recommend to the lead agency. 1 With some exceptions, any information. including but not limited to, the location, description, and use of tribal cultural resources sublm4ted by a California Native American tribe during the environmental review process shall not be included In the environmental document or ctfterwise disclosed by the lead agency or any other public agency to the public, conslatent with Government Code sections 6254 (r) and 8254.10. Any information submitted by a California Native American tribe during the consultation or environmental review process shall be published in a confidential appendix to the environmental document unless the tribe that provided the information consents, in writing, to the disclosure of same or alt of the 7-10 information to the public.1`` If a project may have a significant Impact on a tribe) ctdturaI resource, the lead agency's environmental document shall discuss both or the following: a. Whether the proposed project has a significant impact on an Identiffed tribal cultural resource. b. Whether feasible altel'natives or mitigation measures, including those measures that may be agreed 10 pursuant to Public Resources Code section 21082.3, subdivision (a), avoid or substantially lessen the impact on the identified tribal cultural resource." Consultation with a tribe shad be considered concluded when either of the following occurs' a. The parties agree to measures to mitigate or avoid a significant effect, It a significant effect exists, on a tribal cultural resource; or b. A party, acting in good faith and after reasonable effort, concludes that mutual agreement cannot be reached " Any mitigation measures agreed upon in the consultation conducted pursuant to Public Resources Code section 21080.3.2 shall be recommended for Inclusion in the environmental document and In an adopted mitigation monitoring and reporting program, if determined to avoid or Iessen the impact pursuant to Public Resources Code section 21082.3, subdivision (b), paragraph 2, and shall be fully enforceable, 16 If mitigation measures recommended by the staff of the lead agency as a result of the consultation process are not included In the environmental document or if there are no agreed upon mitlgation measures at the conclusion of consultation, or if consultation does not occur, and if substantial evidence demonstrates that a project will cause a significant effect to a tribal cultural resource, the lead agency shall consider feasible mltlgatlon pursuant ra Public Resources Code section 2IM4.3 (b). n An environmental Impact report may not be certified, nor may a mltigated negative declaration c a negative dec3araIll on be adopted unless one of the following occurs: a. The consultation process between the tribes and the lead agency has occurred as provided in Public Resources Code soctiono 21080.3.1 and 21084.3.2 and concluded pursuant to Public Ru3omcus Codc section 21080.3.2. U. The tribe that requested consultation failed to provide comments to the lead agency or otherwise failed to engage in the consultation process, ° Pik, Resources Code § 21M.3.1, surds. (d) and (8) ° f1ik. Rosourv..es Code y ?1090.3.7 (b) " Pub. Resmrces Goda § 21090.3,2 (a) Pub. Rmurceta Code § 2#194.3.2 (a) Pub Resrxrrrx}s Cade § 21002.3 (c)(1) FW). Resources Code § 21082.1 (h} Pub. Re -ureas Code § 21080.3.2 (b) ° Pub. Re8oufcas Code § 21082.3 (a) Pat). Resu°ices Cavin § 21082.3 ie; 3 559 c. The lead agency provided notice of the project to the tribe in compliance with Public Resources Code section 21080.3. f (d) and the tribe failed to request consultation within 30 days. le This process should be documented in the Tribal Cultural Resources section of your environmental document. Under SB 18: Government Code § 55352.3 (a) (f ) requires consultation with Native Americans on general pian proposals for the purposes of "preserving or mitigating impacts to places, features, and objects described § 5097.9 and § 5091.993 of the Public Resources Code that are located within the city or county's jurisdiction. Government Code § 85560 (a), (b), and (c) provides for cunsultaiiun with Native American tribes on the operf-space etement of u c ounly or city general plarf for the purposes of protecting places, features, and objects described In Sections 5097.9 and 5097.993 of the Public Resources Code. • SB 18 applies to local governments and requires them to contact, provide notice for rater pians to, and consult with tribes prior to the adoption or amendment of a general plan or a specific pian, or the designation of open space. Local governments should consult the Governor's Office of Planning and Research's "Tribal Consultation Guidei+nes," which can be found online at: h1tps;//www.opr_ca.govldocs109_14_05_Updated_Guidehrtes 922_pdf • Tribal Consultation: If a local government considers a proposal to adopt or amend a general plan or a specific plan, or to 2:10 designate open space it is required to contact the appropriate tribes identified by the NAHC by requesting a "Tribal Consultation List." if a tribe, once contacted, requests consultation the focal government must consult with the tribe on the plan proposal, A tribe has 90 days from the date of receipt of notification to request consultation unless a shorter timeframe has been agreed to by the tribe."4 • There is no Statutory Time Limit on Tribal Consultation under the law. • Confidentiality: Consistent with the guidelines developed and adopted by the Office of Planning ano Research,`" the city or county shall protect the confidentiality of the information concerning the specific identity, location, character, and use of places, features and objects described in Public Resources Code sections 5497.9 and 5097.993 that are within the city's or county's jurisdiction.` • Conclusion Tribal Consultation; Consultation should be concluded at the point in which: The parties to the consultation come to a mutual agreement concerning the appropriate measures for preservation or mitigation; or Either the local government or the tribe, acting in good faith and after reasonable effort, concludes that mutual agreement cannot be reached Concerning the appropriate measures of preservation or mitigation.22 _ AHC_Recommendations for Cultural Resources_Assessrrients: Contact the NAHC for: o A Sacred Lands File search. Remember that tribes do not always record their sacred sites in the Sacred Lands File, nor are they required to do so. A Sacred Lands File search is not a substitute tar consultation with tribes that are traditionally and culturally affiliated with the geographic area of the prefect's APE. A Native American Tribal Contact List of appropriate tribes for consultation concerning the project site and to assist in planning far avoidance, preservation in place, or, failing both, mitigation measures. ■ The request form can be found at htip:llnahc,ca.govlresourcesitorrnsl. Contact the appropriate regional California historical Research Information System (CHR 18) Center {hgp:J/ahg.parks,cai.gc ?page idd=168} for an archaeological records search. The records search will determine: �•� o If part or the entire APE has been previously surveyed for cultural resources. o If any known cultural resources have been already been recorded on or adjacent to the APE. It the probability is low, moderate, or high that cultural resources are located in the APE. o II a survey is required to determine whether previously unrecorded cultural resources are present. It an archaeological inventory survey is required, the final stage is the preparation of a professional report detaiiing the findings and recommendations of the records search and field survey. The final report containing site forms, site significance, and mitigation measures should be submitted immediately to the planning department. All information regarding site locations. Native American human remains, and associated funerary objects should be In a separate confidential addendum and not be made available for public disclosure. The final written report should be submitted within 3 months after work has been completed to the approprtate regional CHRIS center. ° Pub. Hescurces Code § 21082.3 (d) ° (Gov. Code § 65352.3 ta1(2)1 N pursuant to Gov. Cade section 95044.2. "(Gov. Code § 653523 (b)3 3a (Tribal Consultation G ud mines, Governor's oflico of Planning and `WKorcri (2005) at p. 10}. 4 560 am fes of Mldgatlon M asurea That Mav Be Considered to Avoid or Minimize Slanlficant Adverse ImppO to Trtbal Cuftural Resources: a Avoidance and preservation of the resources in place, Including, but not limited to: ■ Planning and construction to avoid the resources and protect the cultural and natural context. ■ Planning greanspace, parks, or other open space, to incorporate the resources with culturally appropriate protection and management criteria. o Treating the resource with culturally appropriate dignity, taking into account the tribal cultural values and meaning of the resource, Including, but not limited to, the following: ■ Protecting the cultural character and integrity of the resource. ■ Protecting the traditional use of the resource. It Protecting the confidentiality of the resource. * Permanent conservation easements or other interests in real property, with culturaiiy appropriate management criteria for the purposes of preserving or utilizing the resources or places. n Please note that a federally recognized Caiifornia Native American tribe or a non-federally recognized Cailfornla Native American tribe that Is on the contact list Mai ntainad by the NAHC to protect a California prehistoric, archaeological, cultural, spiritual, or cerei-nonial piace may acquire avid hull cut iservafion easements if the conservation easement is voluntarily conveyed, 11 o Please mote tit at it is the policy of the state that (Native American rem aIns and associated grave artifacts shall be repatriated.24 The lack of surface evidence of archaeological fesvurces (Including tribal cultural resources) does not preclude their subsurfaGe existence. c Lead agencies should include in their mitigation and monhoringpWo ku vroararn plaD prQv_fslons for the idgrrtification and jevaluation of insdyerterrt[y discovered archaanlo icgl rWources.25 In areas of identified archaeological sensitivity, a certified archaeologist and a culturally affiliated Native American with knowledge of cultural resources should monitor all ground-disturbing activities. Lead aaencles should include in their mitigation and monftLlngp artina gronrern PAU provisions #or_;ire dis�sitjgn of revered cukural items that are not burial assoclated In consultation with culturally affiliated Native Americans. ID Lead agencies should include In their mitigation and monitoring rep; rfinr�Dmarem plans orovisions for the treatment arld dispositlon of inadvertently discovered .Native Amed—_4 �iu,man remains. Health and Safety Code section 7050.5, Public Resources Code section 5097.88, and Cal. Code pegs., tit. 14, section 15064.5, subdivisions (d) and (0) ((;EQA Guidelines section 15064,5, subds. (d) and (e)) address the processes to be followed in the event of an inadvertent discovery of any Native American human retrains and associated grave goods In a location other than a dedicated cemetery. e' (Civ. Godo § 815.3 (r)). (Pub. Resources Coo's § 50.97,041 )- '" poi Cal. Coda ReQs., tit. 14, section 15063.5(1) (CEQA Guktelines section 15964.5(1)), 5 561 1T Y 0 sgGut` Environmental Impact Report The Lakes Specific Plan and Topgolf Project RESPONSE TO COMMENT LETTER NO. PA -2 Gayle Totton, B.S., M.A., Ph.D., Associate Governmental Project Analyst Native American Heritage Commission February 7, 2017 PA 2-1 This is an introductory comment outlining the items reviewed by the Native American Heritage Commission (NAHC), and does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 2-2 This comment notes the NAHC NOP response letter dated September 7, 2016 was not included in Appendix B, Notice of Preparation Comment Letters. Comment is acknowledged and the NAHC NOP response letter dated September 7, 2016 is attached herewith; see Attachment A. Further, as discussed in Responses PA 2-3 and PA 2-6 below, the Project's Cultural and Tribal Cultural analyses were conducted in compliance with CEQA, AB 52, and SB 18 requirements. Additionally, the record of consultation is available for review at the City of EI Segundo Planning and Building Safety Department, 350 Main Street, EI Segundo, CA 90245. PA 2-3 This comment addresses the need for Cultural Resources analysis within the environmental document. DEIR Sections 8.5.a through 8.5.d, Cultural Resources, and DEIR Sections 8.17.a and 8.17.b, Tribal Cultural Resources, address Cultural and Tribal Cultural Resources. Impacts were found to be less than significant; see also DEIR Appendix A, Notice of Preparation/Initial Studv/Environmental Checklist. Therefore, the Cultural Resources assessment was not included in the Executive Summary. Potential impacts concerning Cultural and Tribal Cultural Resources were found to be less than significant, thus, no mitigation was required. Notwithstanding, the requirement for cultural resources monitoring during ground disturbing activities will be included in the Project's Conditions of Approval and will read as follows: a. Archaeological and Native American monitoring shall be conducted for all ground disturbing activities within the Project site. Monitoring shall be performed under the direction of a qualified archaeologist meeting the Secretary of the Interior's Professional Qualifications Standards for archaeology (National Park Service 1983). If cultural resources are encountered during ground -disturbing activities, work in the immediate area must halt and the find must be evaluated by the qualified archaeologist. Depending upon the nature of the find, if the discovery proves to be potentially significant under CEQA, as determined by the qualified archaeologist, additional work such as on site monitoring by a qualified Native American Tribal representative, data recovery excavation, avoidance of the area of the find, documentation, testing, data recovery, reburial, archival review and/or transfer to the appropriate museum or educational institution, or other appropriate actions may be warranted at the discretion of the qualified archaeologist. The archaeologist shall complete a report of excavations and findings, and submit the report to the Community Development Director. After the find is appropriately mitigated, work in the area may resume. Final I May 2017 11-14 Comments and Resp M! Environmental Impact Report y The Lakes Specific Plan and Topgolf Project If human remains are found during ground disturbing activities, State of California Health and Safety Code Section 7050.5 states that no further disturbance shall occur until the county coroner has made a determination of origin and disposition pursuant to Public Resources Code Section 5097.98. In the event of an unanticipated discovery of human remains, the County Coroner shall be notified immediately. If the human remains are determined to be prehistoric, the coroner shall notify the Native American Heritage Commission (NAHC), which shall determine and notify a most likely descendant (MLD). The MLD shall complete the inspection of the site within 48 hours of notification and may recommend scientific removal and nondestructive analysis of human remains and items associated with Native American burials. PA 2-4 This comment addresses the need for Tribal Cultural Resources analysis within the environmental document; see Response PA 2-3. PA 2-5 This comment addresses the need for mitigation measures addressing Tribal Cultural Resources within the environmental document. See Response PA 2-3. PA 2-6 This comment discusses the California Environmental Quality Act (CEQA) guidelines pertaining to historical resources, Assembly Bill 52 (AB 52), and Senate Bill (SB 18), as well as the National Environmental Policy Act (NEPA) guidelines pertaining to tribal consultation requirements. The Project's Cultural and Tribal Cultural analyses were conducted in compliance with CEQA, AB 52, and SB 18 requirements. The record of consultation is available for review at the City of EI Segundo Planning and Building Safety Department, 350 Main Street, EI Segundo, CA 90245. PA 2-7 This comment provides recommendations to continue to request Native American Tribal Consultation Lists and Sacred Lands File searches from the NAHC and consult with tribes affiliated with the geographic area early in the process. NAHC provided links to their online forms and links to additional information pertaining to AB 52. This comment does not address the DEIR's adequacy or raise a significant environmental issue. Refer also to Responses PA 2-3 and PA 2-6. PA 2-8 This comment discusses the attachments provided with the letter. This comment does not address the DEIR's adequacy or raise a significant environmental issue. Refer also to Responses PA 2-3 and PA 2-6. PA 2-9 This comment provides contact information for questions directed to the NAHC, and does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 2-10 This comment provides a brief summary of portions of AB 52 and SB 18, and does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 2-11 This comment provides NAHC's recommendation for conducting cultural resources assessments, and does not address the DEIR's adequacy or raise a significant environmental issue. Refer also to Responses PA 2-3 and PA 2-6. Final I May 2017 11-15 Comments and Resp M03 ATTACHMENT A STATE OF rAl IFORNiA NATIVE AMERICAN HERITAGE COMMISSION 1550 Narkmr Blvd., Sulte 101) Wesr Sacramento, CA 95691 Phone (9 16) 373-3710 Fax (916) 373-5471 Email: nahCQnnhc.ca.guv Website: http://www.nahc.ea.gov Twitter: UCA NAHC September 7, 2416 Gregg McCain, Planning Manager City of EI Segundo 350 Main Street El Segundo, CA 90245 F�lunsrnd�.�serttrJr..._ ❑YEI114L 1 � r seat via e-mail g mcclain @elseg undo. org RE: SCH# 2016091003; The Lakes Specific Plan and Topgolf Facility Project, Notice of Preparation for Draft Environmental Impact Report, Los Angeles County, California Dear Mr_ McClain: The Native American Heritage Commission has received the Notice of Preparation (NOP) for the project referenced above. The Cal'lfornia Environmental Quality Act (CEQA) (Pub. Resources Code § 21400 at seq.), specifically Public Resources Code section 21084,1, states that a project that may cause a substantial adverse change in the significance of an historical resource is a project that may have a significant effect on the environment. (Pub. ReSOU Foes Cotte § 21084.1; Cal. Code Regs., tit. 14, § lrif)Fi4.ri (h) (CPQq fanideiinPs Sprtinn 1 ri0ti4.5 (b}]. It there is substantial evidence, in lir,. ht of the whole record before a lead agency, that a project may have a significant effect on the environment, an environmental impact report (El R) shall be prepared. (Pub. Resources Code § 21080 (d); Cal. Code Regs., tit, 14, § 15064 subd.(a)(1) (CEQA Guidelines § 15064 (a)(1)). In order to determine whether a project will cause a substantial adverse change In the significance of a historical resource, a lead agency will need to determine whether there are historical resources with ilia area of project effect (APE y. CEQA was amended significantly in 2014. Assembly Bill 52 (Gatto, Chapter 532, Statutes of 2014) (AS 52) amended CEQA to create a separate catevry of cultural resources, "tribal cultural resources" (Puts. Resources Code § 21074) and provides that a project with an effect that may cause a substantial adverse change in the significance of a tribal cultural resource is a project that may have a significant effect on the environment_ (Pub. Resources Cade § 21084.2). Public agencies shall, when feasible, avoid damaging effects to any tribal cultural resource. (Pub. Resources Cade § 21084.3 (a)). AB 52 applies to any project for which a notice of preparation or a notice of negative declaration or mitigated negative decloration is flied on or after July 1, 2015. If your project involves the adoption of or amendment to a general plan or a specitic plan, or the designatlon or proposed designation of open space, an or after March 1, 2005, it may also be subject to Senate Bill 18 (Burton, Chapter 905, Statutes of 2004) (SB 18). Both SB 18 and AB 52 have tribal consultation requirements. If your project is also subject to the federal National Environmental Policy Act (42 U.S.C. § 4321 at seq.) (NEPA), the tribal consultation requirements of Section 106 of the National Historic Preservation Act of 1966 (.154 U.S.C. 306101, 36 C.F.R. § 800 et seq) may also appiy. The NAHC recommends lead agencies consult with all Callfornla Native American tribes that are traditionally and culturally affiliated with the geographic area of your proposed project as early as possible in order to avoid inadvertent discoveries of Native American human remains and best protect tribal cultural resources. Below is a brief summary of portions of AB 52 and SB 18 as well as the NAHC's recommendations for conducting cultural resources assessments. Consult your legal counsel about compliance with AB 52 and SB 18 as well as compliance with any other applicable taws. AB 52 AB 52 has added to CEQA the addillonal requirernehts iisred below, along with many other requirements: t, Fourteen Day, Period to Provide Notice of Comoietion of an AWlication/Decision to Undertake a Protect: Within fourteen (14) days of determining that an application for a project is complete or of a decision by a public agency to undertake a project, a lead agency shall provide formal notification to a designated contact of, or tribal representative of, traditionally and culturally affiliated California Native American trifles that Have requested nutice, to bu acuomplished by at least orle written notice that includes: a. A brief description of ilia protect. b. The lead agency contact information. c. Notification that the California Native American tribe has 30 days to request consultation, (Pub. Resources Core § 21086.3.1 (d)). d. A "California Native American tribe" Is defined as a Native American tribe located in California that is on the contact list maintained by the NAHC for the purposes of Chapter 905 of Statutes of 2004 {SB 18). (Pub. Resources Code § 21073). 564 2. Begin Consultation Within 30 Days of Receivina a Tribe's Reauest for Consultation and Before Releasina a Neaative Declaration. Mitigated Nen_ ative Declaration, or Environmental Impact Report: A lead agency shall begin the consultation process within 30 days of receiving a request for consultation from a California Native American tribe that is traditionally and culturally affiliated with the geographic area of the proposed project. (Pub. Resources Code § 21080.3.1, subds. (d) and (e)) and prior to the release of a negative declaration, mitigated negative declaration or environmental impact report. (Pub. Resources Code § 21080.3.1(b)). a. For purposes of AB 52, "consultation shall have the same meaning as provided in Gov. Code § 65352.4 (SB 18). (Pub. Resources Code § 21080.3.1 (b)), 3. Mandatory Topics of Consultation If Reauested by a Tribe: The following topics of consultation, if a tribe requests to discuss them, are mandatory topics of consultation: a. Alternatives to the project. b. Recommended mitigation measures. c. Significant effects. (Pub. Resources Code § 21080.3.2 (a)). 4. Discretionary Topics of Consultation: The following topics are discretionary topics of consultation: a. Type of environmental review necessary. b. Significance of the tribal cultural resources. c. Significance of the project's impacts on tribal cultural resources. d. If necessary, project alternatives or appropriate measures for preservation or mitigation that the tribe may recommend to the lead agency. (Pub. Resources Code § 21080.3.2 (a)). 5. Confidenttalitv of Information Submitted by a Tribe Durina the Environmental Review Process: With some exceptions, any information, including but not limited to, the location, description, and use of tribal cultural resources submitted by a California Native American tribe during the environmental review process shall not be included in the environmental document or otherwise disclosed by the lead agency or any other public agency to the public, consistent with Government Code sections 6254 (r) and 6254.10. Any information submitted by a California Native American tribe during the consultation or environmental review process shall be published in a confidential appendix to the environmental document unless the tribe that provided the information consents, in writing, to the disclosure of some or all of the information to the public. (Pub. Resources Code § 21082.3 (c)(1)), 6. Discussion of Impacts to Tribal Cultural Resources in the Environmental Document: If a project may have a significant impact on a tribal cultural resource, the lead agency's environmental document shall discuss both of the following: a. Whether the proposed project has a significant impact on an identified tribal cultural resource. b. Whether feasible alternatives or mitigation measures, including those measures that may be agreed to pursuant to Public Resources Code section 21082.3, subdivision (a), avoid or substantially lessen the impact on the identified tribal cultural resource. (Pub. Resources Code § 21082.3 (b)). 7. Conclusion of Consultation: Consultation with a tribe shall be considered concluded when either of the following occurs: a. The parties agree to measures to mitigate or avoid a significant effect, if a significant effect exists, on a tribal cultural resource; or b. A party, acting in good faith and after reasonable effort, concludes that mutual agreement cannot be reached. (Pub. Resources Code § 21080.3.2 (b)). 8. Recommendina Mitigation Measures Aareed Won in Consultation in the Environmental Document: Any mitigation measures agreed upon in the consultation conducted pursuant to Public Resources Code section 21080.3.2 shall be recommended for inclusion in the environmental document and in an adopted mitigation monitoring and reporting program, If determined to avoid or lessen the impact pursuant to Public Resources Code section 21082.3, subdivision (b), paragraph 2, and shall be fully enforceable. (Pub. Resources Code § 21082.3 (a)). 9. Reauired Consideration of Feasible Mitigation: If mitigation trleasures recommended by the staff of the lead agency as a result of the consultation process are not included in the environmental document or if there are no agreed upon mitigation measures at the conclusion of consultation, or if consultation does not occur, and if substantial evidence demonstrates that a project will cause a significant effect to a tribal cultural resource, the lead agency shall consider feasible mitigation pursuant to Public Resources Code section 21084.3 (b). (Pub. Resources Code § 21082.3 (e)). 10. Examples of Mitiaation Measures That. If Feasible, Mav Be Considered to Avoid or Minimize Significant Adverse Impacts to Tribal Cultural Resources: a. Avoidance and preservation of the resources in place, including, but not limited to: I. Planning and construction to avoid the resources and protect the cultural and natural context. 2 565 II. Planning greenspace, parks, or other open space, to incorporate the resources with culturally appropriate protection and management criteria. b. Treating the resource with culturally appropriate dignity, taking into account the tribal cultural values and meaning of the resource, including, but not limited to, the following: 1. Protecting the cultural character and integrity of the resource. 11. Protecting the traditional use of the resource, III. Protecting the confidentiality of the resource. c. Permanent conservation easements or other Interests in real property, with culturally appropriate management criteria for the purposes of preserving or utilizing the resources or places. d. Protecting the resource. (Pub. Resource Code § 21084.3 (b)). e. Please note that a federally recognized California Native American tribe or a nonfederally recognized California Native American tribe that is on the contact list maintained by the NAHC to protect a California prehistoric, archaeological, cultural, spiritual, or ceremonial place may acquire and hold conservation easements if the conservation easement is voluntarily conveyed. (Civ. Code § 815.3 (c)). f. Please note that it is the policy of the state that Native American remains and associated grave artifacts shall be repatriated. (Pub. Resources Code § 5097.991). 11. Prereouisites for Certifvina an Environmental Impact Report or Adopting a Mitiaated Negative Declaration or Neaative Declaration with a Siqnificant Impact on an Identified Tribal Cultural Resource: An environmental impact report may not be certified, nor may a mitigated negative declaration or a negative declaration be adopted unless one of the following occurs: a. The consultation process between the tribes and the lead agency has occurred as provided in Public Resources Code sections 21080.3.1 and 21080.3.2 and concluded pursuant to Public Resources Code section 21080.3.2. b. The tribe that requested consultation failed to provide comments to the lead agency or otherwise failed to engage in the consultation process. c. The lead agency provided notice of the project to the tribe in compliance with Public Resources Code section 21080.3.1 (d) and the tribe failed to request consultation within 30 days. (Pub. Resources Code § 21082.3 (d)). This process should be documented in the Cultural Resources section of your environmental document. The NAHC's PowerPoint presentation titled, "Tribal Consultation Under AB 52: Requirements and Best Practices" may be found online at: http://nahc.ca.govAvp-contentluploads/2015/10/AB52TribalConsultation_CalEPAPDF.pdf SB 18 SB 18 applies to local governments and requires local governments to contact, provide notice to, refer plans to, and consult with tribes prior to the adoption or amendment of a general plan or a specific pian, or the designation of open space. (Gov. Code § 65352.3), Local governments should consult the Governor's Office of Planning and Research's "Tribal Consultation Guidelines," which can be found online at: https://www.opr.ca.gov/docs/09_l4—G5_Updated_Guidelines_922.pdf Some of SB 18's provisions include: 1. Tribal Consultation: It a local government considers a proposal to adopt or amend a general plan or a specific plan, or to designate open space it is required to contact the appropriate tribes identified by the NAHC by requesting a "Tribal Consultation List." If a tribe, once contacted, requests consultation the local government must consult with the tribe on the plan proposal. A tribe has 90 days from the date of receipt of notification to request consultation unless a shorter timeframe has been agreed to by the tribe. (Gov. Code § 65352.3 (a)(2)). 2. No Statutory Time Limit on SB 18 Tribal Consultation. There is no statutory time limit on SB 18 tribal consultation. 3. Confidentialitv: Consistent with the guidelines developed and adopted by the Office of Planning and Research pursuant to Gov. Code section 65040.2, the city or county shall protect the confidentiality of the information concerning the specific identity, location, character, and use of places, features and objects described in Public Resources Code sections 5097.9 and 5097.993 that are within the city's or county's jurisdiction. (Gov. Code § 65352.3 (b)). 4. Conclusion of SB 18 Tribal Consultation: Consultation should be concluded at the point in which: a. The parties to the consultation come to a mutual agreement concerning the appropriate measures for preservation or mitigation; or b. Either the local government or the tribe, acting in good faith and after reasonable effort, concludes that mutual agreement cannot be reached concerning the appropriate measures of preservation or mitigation. (Tribal Consultation Guidelines, Governor's Office of Planning and Research (2005) at p. 18). Agencies should be aware that neither AB 52 nor SB 18 precludes agencies from Initiating tribal consultation with tribes that are traditionally and culturally affiliated with their jurisdictions before the timeframes provided in AB 52 and SB 18. For that reason, we urge you to continue to request Native American Tribal Contact Lists and "Sacred Lands File" searches from the NAHC. The request forms can be found online at: http://nahc.ca.gov/resources/forms/ 566 NAHC Recommendations for Cultural Resources Assessments To adequately assess the existence and significance of tribal cultural resources and plan for avoidance, preservation in place, or barring both, mitigation of project -related impacts to tribal cultural resources, the NAHC recommends the following actions - 1. Contact the appropriate regional California Historical Research Information System (CHRIS) Center (httpWohp.parks -ca.govl?page_id=1068) for an archaeological records search The records search will determine: a. If part or all of the APE has been previously surveyed for cultural resources. b. If any known cultural resources have been already been recorded on or adjacent to the APE c. If the probability is low, moderate, or high that cultural resources are located in the APE d. If a survey is required to determine whether previously unrecorded cultural resources are present. 2. If an archaeological inventory survey is required, the final stage is the preparation of a professional report detailing the findings and recommendations of the records search and field survey. a. The final report containing site forms, site significance, and mitigation measures should be submitted immediately to the planning department. All information regarding site locations, Native American human remains, and associated funerary objects should be in a separate confidential addendum and not be made available for public disclosure b. The final written report should be submitted within 3 months after work has been completed to the appropriate regional CHRIS center. 3. Contact the NAHC for a. A Sacred Lands File search. Remember that tribes do not always record their sacred sites in the Sacred Lands File, nor are they required to do so. A Sacred Lands File search is not a substitute for consultation with tribes that are traditionally and culturally affiliated with the geographic area of the project's APE. b. A Native American Tribal Consultation List of appropriate tribes for consultation concerning the project site and to assist in planning for avoidance, preservation in place, or, failing both, mitigation measures. 4. Remember that the lack of surface evidence of archaeological resources (including tribal cultural resources) does not preclude their subsurface existence a. Lead agencies should include in their mitigation and monitoring reporting program plan provisions for the identification and evaluation of inadvertently discovered archaeological resources per Cal Code Regs., tit. 14, section 15064.5(f) (CEQA Guidelines section 15064.5(f)). In areas of identified archaeological sensitivity, a certified archaeologist and a culturally affiliated Native American with knowledge of cultural resources should monitor all ground -disturbing activities. b. Lead agencies should include in their mitigation and monitoring reporting program plans provisions for the disposition of recovered cuitural items that are not burial associated in consultation with culturally affiliated Native Americans. c. Lead agencies should include in their mitigation and monitoring reporting program plans provisions for the treatment and disposition of inadvertently discovered Native American human remains Health and Safety Code section 7050 5, Public Resources Code section 5097.98, and Cal. Code Regs., tit. 14, section 15064.5, subdivisions (d) and (e) (CEQA Guidelines section 15064.5, subds. (d) and (e)) address the processes to be followed in the event of an inadvertent discovery of any Native American human remains and associated grave goods in a location other than a dedicated cemetery. Please contact me if you need any additional information at gayle.totton@nahc.ca.gov. Sincerely, yl Totton, M.A., PhD. Associate Governmental Program Analyst cc; State Clearinghouse 567 Environmental Impact Report The Lakes Specific Plan and Topgolf Project This page intentionally left blank. Final I May 2017 11-20 Comments and Resp M18 COMMENT LETTER RA -3 4Y pF iDg� z ❑ARYL L. OSBY FIRE CHIEF FORESTER & FIRE WARDEN February 22, 2017 COUNTY of LOS ANGELES PIKE DEPARTMENT 1324 NORTH EASTERN AVENUE LOS ANGELES. CALIFORNIA 96463-3294 Gregg McClain, Ptanning Manager City of EI Segundo Planning and Building Safety 355 Main Street EI Segundo, CA 90245 Dear Mr. McClain; NOTICE OF AVAILABILITY OF A DRAFT ENVIRONMENTAL IMPACT REPORT, "LAKES SPECIFIC PLAN AND TOPGOLF PROJECT," PROPOSES TO REPLACE THE EXISTING TWO-LEVEL 57 -BAY DRIVING RANGE WITH A THREE-STORY TOPGOLF FACILITY, INCLUDING MODIFICATIONS TO THE FAIRWAYS AND LAYOUTS OF THREE HOLES AT THE EXISTING GOLF COURSE, PARKING LOT EXPANSION, REPLACING DRIVING RANGE WITH HIGH DENSITY FIBER TURF, AND DEMOLITION OF THE EXISTING CLUBHOUSE AND CONSTRUCTION OF A NEW CLUBHOUSE, 400 SOUTH SEPULVEDA, EL SEGUNDO, FFER 201700014 The Notice of Availability of a Draft Environmental Impact Report has been reviewed by the Planning Division, Land Development Unit, Forestry Division, and Health Hazardous Materials Division of the County of Los Angeles Fire Department. The following are their comments: PLANNING DIVISION: The subject property is entirely within the City of EI Segundo which is not a part of the emergency response area of the Los Angeles County Fire Department {also known as the Consolidated Fire Protection District of Los Angeles County}. Therefore this project does not appear to have any impact on the emergency responsibilities of this Department. SERVING THE UNINCORPORATED AREAS OF LOS ANGELES COUNTY AND THE CITIES CF - 3 -1 W AGOURA HILLS BRADBURY CUDAHY HAWTHORNE LA HABRA LYNWOOD PICC RIVERA SIGNAL HILL ARTESIA CALABASAS DIAMOND BAR HIDDEN HILLS LA MIRADA MAI`BU POMONA SOUTH E4 MONTE AZUSA CARSON QUARTE HUNTING TON PARK LA PUENTE MAYWOOD RANCHO PALOS VERDES SOUTH GATE BALDWIN PAP CERRITOS EZ MONTE1NOUSTRY LAKEWOOD NORWALK ROLLING HILLS TEMPLE CITY BELL CLANEMON I 6AHUENA INGLEWUUU LANCASTER PALMUALL ROLLING HILLS ESTATES WALNUT BELL GARDENS COMMERCE GLENDORA IRWINDALE LAWNDALE PALOS VERGES ESTATES ROSEMEAD WEST HOLLYWCOI BELLFLOWER COVINA HAWAIIAN GARDENS L1 CANAtDA-FLINTRIDGE LOMITA PARAMOUNT SAN DIMAS WEST LAKE VILLAC SANTA CLARIFA WHITTIER 569 Gregg Mcclain, Planning Manager February 22, 2017 Page 2 LAND DEVELOPMENT UNIT: This project is located entirely in the City of EI Segundo_ Therefore the City of El Segundo Fire Department has jurisdiction concerning this project and will be setting conditions. This project is located in close proximity to the jurisdictional area of the Los Angeles County Fire Department. However this project is Unlikely to have an impact that necessitates a comment concerning general requirements from the Land Development Unit of the Los Angeles County Fire Department. 3-3 Should any questions arise regarding subdivision, water systems, or access, please contact the County of Las Angeles Fire Department Land Development Unit's, Inspector Nancy Rodeheffer at (323) 890-4243. The County of Los Angeles Fire Department's Land Development Unit appreciates the opportunity to comment on this project FORESTRY DIVISION — OTHER ENVIRONMENTAL CONCERNS: The statutory responsibilities of the County of Los Angeles Fire Department's Forestry Division include erosion control, watershed management, rare and endangered species, 3-4 vegetation, fuel modification for Very High Fire Hazard Severity Zones or Fire Zone 4, archeological and cultural resources, and the County Oak Tree Ordinance. Potential impacts in these areas should be addressed. HEALTH HAZARDOUS MATERIALS DIVISION: The Health Hazardous Materials Division of the Los Angeles County Fire Department has 3-$ no comment regarding the project. Notify the EI Segundo Fire Department, Certified Unified Program Agency if contaminated soil is encountered during developmenticonstruction activities. If you have any additional questions, please contact this office at (323) 890-4330. 1 3-6 Very truly yours, FRANK VIDALES, CHIEF, FORESTRY DIVISION PREVENTION SERVICES BUREAU FV -ac 570 1T Y 0 sgGut` Environmental Impact Report The Lakes Specific Plan and Topgolf Project RESPONSE TO COMMENT LETTER NO. PA -3 Frank Vidales, Chief, Forestry Division Prevention Services Bureau County of Los Angeles Fire Department February 22, 2017 PA 3-1 This is an introductory comment briefly describing the Project and the County of Los Angeles Fire Department (LACFD) divisions that reviewed the environmental document. This comment does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 3-2 This comment addresses the LACFD emergency response area and states that the subject property is not located within that area. This comment concludes that the Project does not appear to have any impact on the LACFD emergency responsibilities. This comment does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 3-3 This comment concludes that although the Project site is in close proximity to the LACFD jurisdictional area, it is unlikely that potential Project impacts would necessitate a comment concerning LACFD Land Development Unit general requirements. This comment provides contact information in the event that questions arise regarding subdivision, water systems, or access, and does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 3-4 This comment discusses the LACFD Forestry Division statutory responsibilities including erosion control, watershed management, rare and endangered species, vegetation, fuel modification for Very High Fire Hazard Severity Zones or Fire Zone 4, archeological and cultural resources, and the County Oak Tree Ordinance and states that potential impacts in these areas should be addressed. The issues raised in this comment are addressed in the DEIR, as follows: • Erosion Control and Watershed Management: Section 5.4, Hvdrolocgv and Water Qualitv, • Rare and Endangered Species: Section 8.18.a; • Vegetation (including Tree Preservation Policies and Ordinances): Sections 8.2.a through 8.2.e, and Section 8.4.e; • Cultural Resources (including Archeological Resources): Sections 8.5.a through 8.5.d. • Fire Protection: Section 5.7, Public Services and Recreation. PA 3-5 This comment concludes that the LACFD Health Hazardous Materials Division has no comment regarding the Project and provides contact information in the event contaminated soil is encountered. This comment does not address the DEIR's adequacy or raise a significant environmental issue. As such, As such, no further response is necessary. PA 3-6 This comment provides contact information for questions directed to the County of Los Angeles Fire Department, and does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. Final I May 2017 11-23 Comments and Resp Environmental Impact Report The Lakes Specific Plan and Topgolf Project This page intentionally left blank. Final I May 2017 11-24 Comments and Resp 97!! COMMENT LETTER PA -4 CITY OF INGLEWOOD Inglewood � ' n ECONOMIC AND COMMUNITY DEVELOPMENT DEPARTMENT � Planning Division 2009 L'1)ri510is1)cr i:. .Iscksk�n, Sr !]cpar[men[ A7an:secr March 6, 2017 Mr. Gregg McClain; Planning Manager City of El Segundo Department of Planning and Building Safety 350 Main Street EI Segundo, California 94245 RE: Comments to the Draft Environmental Impact Report for The Lakes Specific Plan and Topgolf Facility Dear Mr. McClain, Thank you for the opportunity to provide comments to the Draft Environmental Impact Report for The Lakes Specific Plan and Topgolf Facility Project. We have no comments at this time regarding the Draft EIR or The Lakes Specific Plan and Topgolf Facility 4-1 Project. However, we request that you continue to apprise us of developments in the CEQA process for this project. Should you have any questions please contact me at (310) 412-5230. We look forward to receiving updates on the status of this project and we appreciate the opportunity to provide input_ Sincerely, LP Mindy Wilco , AiCP Planning Manager One West Manchester Boulevard, 4"' Floor. 1n2lewood. CA 90301 Website: www.cityotinglewood.org ! Of(icc: Q10) 41? -52301 rax; (310) 412-5681 573 4-2 1T Y 0 sgGut` Environmental Impact Report The Lakes Specific Plan and Topgolf Project RESPONSE TO COMMENT LETTER NO. PA -4 Mindy Wilcox, AICP, Planning Manager City of Inglewood Economic and Community Development Department, Planning Division March 6, 2017 PA 4-1 This comment notes that the City of Inglewood has no comment concerning the DEIR or The Lakes Specific Plan and Topgolf Facility Project; however, the City of Inglewood would like to continue to be informed of developments in the CEQA process. This comment is so noted. This comment does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 4-2 This comment provides contact information for questions directed to the City of Inglewood, and does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. Final I May 2017 11-26 Comments and Resp VN *A - MR Hec m ac+l 801I0 W.%&7E M11N-E- COMMENT LETTER PA -5 COUNTY SANITATION DISTRICTS 1955 Workman Mill Road, Whittler, CA 90601-1400 Moiling Address: P.O. Box 4998, Whittier, CA 90607-4999 Telephone: {562) 699-7411, FAX: (562) 699-5422 www.locsd.org Mr. Gregg McClain, Planning Manager Planning and Building Safety Department City of EI Segundo 350 Main Strcet El Segundo, CA 90245 Dear Mr. McClain: OF LOS ANGELES COUNTY GRACE ROBINSON HYDE Chief rn0+neer and General mcnoger March 10, 2017 Ref. Doc. No.: 4426399 Response to DE IR for The Lakes Specific Plan Proiect and TopeolfFacility The Sanitation Districts of Los Angeles County (Districts) received a Draft Environmental Impact Report (lDE1R) for the subject project on January 26, 2417, The proposed project is located within the jurisdictional bouizdary of District No. 5. We offer the following comments: 5.9.1 E)USTING REGULATORY SETTINGS 1, WASTEWATER Federal, page 5.9-6, top of page — Before discharging into the Pacific Ocean through a network of outfalls, the treated wastewater is disinfected with sodium hypochlorite. The outfalls extend 1 '/ miles off the Palos Verdes Peninsula to a depth of 200 feet. 2. WASTEWATER Regional, page 5.9.6, last paragraph — In determining the impact to the Sewerage System and applicable connection fees, the Districts' Chief Engineer will determine the user category (e.g. Condominium, Single Family home, etc.) that hest represents the actual antic,imed use oflhe parcel '1r faOIities on the mcel. 5.9.2 EXISTING ENVIRONMENTAL SETTINGS 1. Wastewater futilities, page 5.9-13, Wastewater Treatment paragraph -The Joint Water Pollution Control Plant (JWPCP) currently processes an average flow of 253.4 million gallons per day. Please adjust figures accordingly throughout the remainder of the document, If you have any questions, please contact the undersigned at (562) 908-4288. extension 2717 Very truly yours, U7VW;014 - Adriana Raza Customer Service Specialist Facilities Planning Department AR:ar DOC: 94078483,170` 51 Z 5.3 1 5`4 Re[yc575 o% rk o�per tj 1T Y 0 sgGut` Environmental Impact Report The Lakes Specific Plan and Topgolf Project RESPONSE TO COMMENT LETTER NO. PA -5 Adriana Raza, Customer Service Specialist, Facilities Planning Department County Sanitation Districts of Los Angeles County March 10, 2017 PA 5-1 These comments are introductory and state that the Project is located within County Sanitation Districts of Los Angeles County District No. 5 jurisdictional boundary. This comment does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 5-2 This comment acknowledges the existing regulatory setting discussions included on DEIR page 5.9-6. This comment does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 5-3 This comment provides the updated Joint Water Pollution Control Plant (JWPCP) wastewater treatment average flow volume of 253.4 million gallons per day (MGD). The DEIR assumed a wastewater treatment average flow volume of 380 MGD. To clarify the JWPCP's wastewater treatment average flow volume, DEIR pages 5.9-13, 5.9-19, and 5.9-25 are revised in the FEIR, as indicated below. It is noted, these revisions do not result in a new impact or substantial increase in the severity of an environmental impact identified in the DEIR. Moreover, the new information does not affect the DEIR's overall conclusions. DEIR page 5.9-13 is revised in the FEIR, as follows: Wastewater Treatment. Wastewater originating from the Project site is treated at the JWPCP located in the City of Carson. The facility, which has a design capacity of 400 MGD, provides both primary and secondary treatment of approximately aw 253.4 MGD of wastewater.' DEIR page 5.9-19 is revised in the FEIR, as follows: According to the Districts, the Project's projected increase in average daily wastewater generation beyond existing conditions is estimated at 7,705 gpd.2 The Districts' 24 -inch diameter trunk sewer has a design capacity of 4.6 MGD and conveyed a peak flow of 0.6 MGD, when last measured in 2011. The JWPCP is currently operating at approximately 65 percent capacity, based on a design capacity of 400 MGD and the current treatment of approximately 253.4 MGD. Therefore, approximately `'^ 147 MGD of available capacity exists at the JWPCP. The increase in wastewater generated by the Project (approximately 7,705 gpd) represents approximately 0.0004 percent of the remaining capacity. Thus, the proposed development would not exceed the 1 S�x\'tatic\i Cietri^++sees--Angeles County, loin+ Water RG4 +•„n r„n+„G� Mnn t I VVPGP) Web&i+o h++ .��,. �o �+ ��,. +o +ori,..+, ❑;+,o��;. ��+of ilt �1.� AGGessedjuly-25, 2016 Written Correspondence: Raza. Adriana. Customer Service Specialist. Countv Sanitation Districts of Los Anaeles Countv. March 10. 2017. 2 County Sanitation Districts of Los Angeles County, Response to the NOP for The Lakes Specific Plan Project and Topgolf Facility, October 3, 2016. Final I May 2017 11-28 Comments and Resp TM Environmental Impact Report The Lakes Specific Plan and Topgolf Project available capacity at the JWPCP. Therefore, adequate capacity exists to serve the Project's projected demand and Project implementation would not require increases to the Districts truck sewer or in the JWPCP's design capacities. Project implementation would not require or result in the construction of new wastewater facilities or expansion of existing facilities beyond the construction of the new sewer laterals located onsite. A less than significant impact would occur in this regard. DEIR page 5.9-25 is revised in the FEIR, as follows: Written Correspondence: Pena, Samuel, Municipal Relationship Manager, Republic Services, November 1, 2016. Written Correspondence: Raza. Adriana. Customer Service Specialist. Count[ Sanitation Districts of Los Anaeles Countv. March 10. 2017. PA 5-4 This comment provides contact information for questions directed to the County Sanitation Districts of Los Angeles County, and does not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. Final I May 2017 11-29 Comments and Resp Environmental Impact Report The Lakes Specific Plan and Topgolf Project This page intentionally left blank. Final I May 2017 11-30 Comments and Resp STATE OF CALIFORNIA—RUSINFSS_ TRANSPORTATION AND HOUSING AAF.NCY DEPARTMENT OF TRANSPORTATION DISTRICT 7, OFFICE OF REGIONAL PLANNING IGR/CEQA BRANCH 100 MAIN STREET, MS # 16 LOS ANGELES, CA_ 90012-3606 PHONE; (213) 897-6536 FAX: (213) 897-1331 March 13, 2017 Mr. Gregg McClain City of El Segundo 350 Main Street El Segundo, CA 90215 Dear Mr. McClain: COMMENT LETTER PA -6 EDMUND G_ BROWN. JR.. Gavemnr_ �t4,, �-. Re: The Lakes Specific Plan Project Vic: LA -I SCH# 2016091003 GTS# LA-2016-00579ME-DEIR Serious drought Help save water! Thank you for including the California Department of Transportation (Caltrans) in the environmental review process for the proposed The Lakes Specific Plan Project, located in the City of El Segundo, near State Route -1. The proposed Lakes Specific Plan consists of the 26.54 -acre area that currently comprises The Lakes at El Segundo. The project proposes to replace the existing driving range with a Topgolf facility on approximately 12 6-1 acres. Other improvements would include modifications to the fairways/layout of the existing golf course, parking lot expansion, screening pole installation, replacement of existing net poles, turf installation, and demolition, construction aFa new clubhouse. Caltrans has reviewed the traffic study and does not have any further comments. In the Spirit of mutual cooperation, Caltrans staff is available to work with your planners and traffic engineers for this project, if needed. If you have any questions regarding these comments, please contact project coordinator Ms. Miya Edrnorlson, at (213) 8 97-653 6 and refer to GTS# LA-2016-00579ME. Sincerely, DIANNA WATSON IGR/CEQA Branch Chief cc: Scott Morgan, State Clearinghouse "Provide a safe, sustainable, integrated and efficient transportation system to enhance California's economy and livability" 579 6-2 RESPONSE TO COMMENT LETTER NO. PA -6 Dianna Watson, IGR/CEQA Branch Chief California Department of Transportation March 13, 2017 Environmental Impact Report The Lakes Specific Plan and Topgolf Project PA 6-1 These comments are introductory and briefly describing the Project, and do not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 6-2 The comment state that Caltrans reviewed the Traffic Impact Analysis and has no further comments. This comment also provides contact information for questions directed to Caltrans. These comments do not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. Final I May 2017 11-32 Comments and Resp Md Los Angeles County QD Metropolitan Transportation Authority IIAetro- September 26, 2476 City of EI Segundo — Planning and Building Safety Department 350 Main Street EI Segundo, CA 94245 Attention: Gregg McClain, Planning Manager One Gateway Plaza Los Angeles, CA 90012.2952 COMMENT LETTER PA -7 2.13.922.2000 Tel rnetro.net ITE: The Lakes Specific Plan Project and TopgolfEacility —City of EI Segundo — Notice of Availability of a Draft Environmental Impact Report Dear Mr. Chalfant: Thank you for the opportunity to comment on the proposed Lakes Specific Plan Project and Topgolf Facility, comprised of three properties totaling approximately 31 acres and generally located at 400 South Sepulveda Boulevard in the City of EI Segundo. This letter conveys recommendations frorn the Los Angeles County Metropolitan Transportation Authority (Metro) concerning issues that are germane to our agency's statutory responsibility in relation to our facilities and services that may be affected by the proposed project. Project Description: The project site is located in the southeast quad rairt of the City of El Segundo. It includes three areas generally located at 400 South Sepulveda Boulevard, north of South Hughes Way and south of East EI Segundo Boulevard, tota;ing approximately 31 acres. These areas consist of The Lakes at El Segundo, a generally triangular-shaped area of approx. 26.6 acres and the subject of The Lakes Specific Plan; an approx. 3.6 -acre Southern California Edison easement immediately east of The Lakes; and an approx. 0.7 -acre portion of West Basin Municipal Water District's property immediately south ofThe Lakes. The Lakes Specific Plan development project proposes to replace the existing two-level, 57 -bay driving range with a three-story TopGolf facility on approx. i 2 -acres located within the southern portion of the site. Other project improvements would include modifications to the fairways and layouts of three holes at the existing golf course, parking lot expansion, screening pole installation, repiacement of existing net poles, replacing driving range grass with high density fiber turf, and demolition of the existing clubhouse and construction of a new clubhouse. Metro Comments: Bus Operations: Metro bus line 232. operates on South Sepulveda Boulevard, adjacent to the proposed project. Although the project is not expected to res0t in any long-term impacts on transit, the developer should be aware of the bus services that are present. Please contact Metra Bus Operations Control Special Events Coordinator at 213-922-4632 regarding construction activities that may Ir-npact Metro bus lines at least 30 days in advance of initiating construction activities. For closures that last more 581 7-1 Thr- Lakc; Specr6c flan Project and Topgolf Facility NOA of Draft EIR— Metro Comments Page 2 of 3 than six months, Metro's Stops and zones Department will also need to be notified at 213-922-5188, 30 days in advance of initiating construction activities. Other municipal bus operators may also be impacted and should be included in construction outreach efforts. First/Last Mile Connections: Tn support firstriast mite connections to transit service, LACMTA encourages the installation of pedestrian lighting, shade trees, and other amenities along the primary building frontage to improve pedestrian safety and comfort to access bus stops. The City should consider requesting the installation of such amenities as part of the development of the site. Active Transportation. - 1 - ransportation.' 1. Provide safe and convenient connections for pedestrians, people riding bicycles, and users of Metro systems and other transit services to and from the project. 2. Provide wayf nding signage to facilitate the usage of amenities for pedestrians, people riding bicycles, and transit services including Metro and others. 3. Promote the use of bicycles by: a. Froviding adequate short-term bicycle parking amenities such as bicycle racks and/or curbside bicycle corrals on-site and/or in the public right -off -way. b- Considering providing adequate secure long-term bicycle parking for employees. Congestion Management Program: 7"1 Beyond impacts to Metro facilities and operations, Metro must also notify the applicant of state requirements. A Transportation Impact Analysis (TIA), with roadway and transit components, is required under the State of California Congestion Management Program (CMP) statute. The CMP TIA Guidelines are published in the "201 Q Congestion Management Program for Los Angeles County", Appendix D (attached). The geographic area examined in the TIA must Include the following, at a minimum: 1. All CMF' arteria; monitoring intersections, including monitored freeway on/off-ramp intersections, where the proposed project will add 50 or more trips during either the a.m. or p.m. weekday peals hour (of adjacent street traffic). Z. If CMP arterial segments are being analyzed rather than intersections, the study area must incIurie all segments where the proposed project will add 50 or more peak, hoar trips (total of both directions). Within the study area, the TIA must analyze at least one segment between monitored CMP intersections. 3. Mainline freeway -monitoring locations where the project will add 150 or more trips, in either direction, during either the a,m. or p.m. weekday peak hour d. Caltrans must also be consulted through the NOP process to identify other specific locations to be analyzed on the state highway system. The CMP TIA requirement also contains two separate impact studies covering roadways and transit, as outlined in Sections D.8.1 — Dr9A, If the TIA identifies no facilities for study based on the criteria 582 I he Lakes Specific Plan Prosect and Iopgolf Facility NOA of Draft EIR -- Metro Comments Page 3 of 3 above, no further traffic analysis is required. However, projects must still consider tf-ansit impacts. For all CM TIA re qui reme.nts please see the attached guidelines. Ifyou have any questions regarding this response, please contact Elizabeth Carvajal at 213-922-3084 or by email at DevReviewC&rzietro.net. Metro looks forward to reviewing the Final EIR. Please send it to 7-1 the fallowing address: Metro Development Review One Gateway Plaza MS 99.23.4 Los Angeles, CA 94012-2952 Sincerely, Elizabeth Carvajal Sr. Manager, Transportation Planning Attachment CMP Appendix D: Guidelines for CMP Transportation Impact Analysis 583 GUIDELINES FOR CMP TRANSPORTATION IMPACT ANALYSIS Important Notice to User- This section pr owdes detailed travel statistics for the Los Angeles area which will be updated on an ongoing basis. Updates will be distributed to all local jurisdictions when available. In order to ensure that impact analyses reflect the best available information, lead agencies inay also contact MTA at the time of study initiation. Please contact MTA staff to request the most recent release of "Baseline Travel Data for CMP TIAs. " D.1 OBJECTIVE OF GUIDELINES The following guidelines are intended to assist local agencies in evaluating impacts of land use decisions on the Congestion Management Program {CMP} system, through preparation of a regional transportation impact analysis (TIA). The following are the basic objectives of these guidelines: ❑ Promote consistency in the studies conducted by different jurisdictions, while maintaining flexibility for the variety of project types which could be affected by these guidelines. ❑ Establish procedures which can be implemented within existing project review processes and without ongoing review by MTA. ❑ Provide guidelines which can be implemented immediately, with the full intention of subsequent review and possible revision. These guidelines are based on specific requirements of the Congestion Management Program, and travel data sources available specifically for Los Angeles County. References are listed in Section D.10 which provide additional information on possible methodologies and available resources for conducting TIAs. D.2 GENERAL PROVISIONS Exhibit D-7 provides the model resolution that local jurisdictions adopted containing CMP TIA procedures in 1993. TIA requirements should be fulfilled within the existing environmental review process, extending local traffic impact studies to include impacts to the regional system. In order to monitor activities affected by these requirements, Notices of Preparation (NOPs) must be submitted to MTA as a responsible agency_ Formal MITA approval of individual TIAs is not required. The following sections describe CMP TIA requirements in detail. In general, the competing objectives of consistency & flexibility have been addressed by specifying standard, or minimum, requirements and requiring documentation when a TIA varies from these standards. 2010 Congeslron Management Program for Los Angeles County go 7-2 APPFNDix D - GUIDE.LINES FOR CMP TRANSPORTAMN IMMc-r ANALYSIS PAGI, D-2 D3 PROJECTS SUBJECT TO ANALYSIS In general a CMP TIA is required for all projects required to prepare an Environmental Impact Report (EIR) based on local determination. A TIA is not required if the lead agency for the EIR finds that traffic is not a significant issue, and does not require local or regional traffic impact analysis in the EIR. Please refer to Chapter 5 for more detailed information. CMP TIA guidelines, particularly intersection analyses, are largely geared toward analysis of projects where land use types and design details are known. Where likely land uses are not defined (such as where project descriptions are limited to zoning designation and parcel size with no information on access location), the level of detail in the TIA may be adjusted accordingly. This may apply, for example, to some redevelopment areas and citywide general plans, or community level specific plans. In such cases, where project definition is insufficient for meaningful intersection level of service analysis, CMP arterial segment analysis may substitute for intersection analysis. DA STUDY AREA The geographic area examined in the TIA must include the following, at a minimum: ❑ All CMP arterial monitoring intersections, including monitored freeway on- or off -ramp intersections, where the proposed project will add 50 or more trips during either the AM or PM weekday peak hours (of adjacent street traffic). 7-2 ❑ If CMP arterial segments are being analyzed rather than intersections (see Section D.3), the study area must include all segments where the proposed project will add 50 or more peak hour trips (total of both directions). Within the study area, the TIA must analyze at least one segment between monitored CMP intersections. ❑ Mainline freeway monitoring locations where the project will add 150 or more trips, in either direction, during either the AM or PM weekday peak hours. ❑ Caltrans must also be consulted through the Notice of Preparation (NOP) process to identify other specific locations to be analyzed on the state highway system. If the TIA identifies no facilities for study based on these criteria, no further traffic analysis is required. However, projects must still consider transit impacts (Section D.8.4). D.5 BACKGROUND TRAFFIC CONDITIONS The following sections describe the procedures for documenting and estimating background, or non -project related traffic conditions. Note that for the purpose of a TIA, these background estimates roust include traffic from all sources without regard to the exemptions specified in CMP statute (e.g., traffic generated by the provision of low and very low income housing, or trips originating outside Los Angeles County, Refer to Chapter 5, Section 5.2.3 for a complete list of exempted projects). D.5.1 Existing Traffic Conditions. Existing traffic volumes and levels of service (LOS) on the CMP highway system within the study area must be documented. Traffic counts must 1010 Congesdron Management Program for Los Angeles County 585 APPENDix D - GUIDELINES FOR CMP TRANSPORTATION IMPACT ANALYSIS PAGE D-3 be less than one year old at the time the study is initiated, and collected in accordance with CMP highway monitoring requirements (see Appendix A). Section D.8.1 describes TIA LOS calculation requirements in greater detail. Freeway traffic volume and LOS data provided by Caltrans is also provided in Appendix A_ D.S.2 Selection of Horizon Year and Background Traffic Growth. Horizon year(s) selection is left to the lead agency, based on individual characteristics of the project being analyzed. In general, the horizon year should reflect a realistic estimate of the project completion date. For large developments phased over several years, review of intermediate milestones prior to buildout should also be considered. At a minimum, horizon year background traffic growth estimates must use the generalized growth factors shown in Exhibit D-1. These growth factors are based on regional modeling efforts, and estimate the general effect of cumulative development and other socioeconomic changes on traffic throughout the region. Beyond this minimum, selection among the various methodologies available to estimate horizon year background traffic in greater detail is left to the lead agency. Suggested approaches include consultation with the jurisdiction in which the intersection under study is located, in order to obtain more detailed traffic estimates based on ongoing development in the vicinity. D.6 PROPOSED PROJECT TRAFFIC GENERATION Traffic generation estimates must conform to the procedures of the current edition of Trip Generation, by the Institute of Transportation Engineers (ITE). If an alternative X= methodology is used, the basis for this methodology must be fully documented. Increases in site traffic generation may be reduced for existing land uses to be removed, if the existing use was operating during the ,year the traffic counts were collected. Current traffic generation should be substantiated by actual driveway counts; however, if infeasible, traffic may be estimated based on a methodology consistent with that used for the proposed use. Regional transportation impact analysis also requires consideration of trip lengths. Total site traffic generation must therefore be divided into work and non -work-related trip purposes in order to reflect observed trip length differences. Exhibit D-2 provides factors which indicate trip purpose breakdowns for various land use types. For lead agencies who also participate in CMP highway monitoring, it is recommended that any traffic counts on CMP facilities needed to prepare the TIA should be done in the manner outlined in Chapter 2 and Appendix A. If the TIA traffic counts are taken within one year of the deadline for submittal of CMP highway monitoring data, the local jurisdiction would save the cost of having to conduct the traffic counts twice. D.7 TRIP DISTRIBUTION For trip distribution by direct/manual assignment, generalized trip distribution factors are provided in Exhibit D-3, based on regional modeling efforts. These factors indicate Regional Statistical Area (RSA) -level tripmaking for work and non -work trip purposes. 2010 CoWslzon Management Program for Los Angeles Couutx APPENoix D - GUIDELINES FOR CMP TRANspo TATIdhI IMPACT' ANALYSIS PAGE D-4 (These RSAs are illustrated in Exhibit D-4.) For locations where it is difficult to determine the project site RSA, census tract/RSA correspondence tables are available from MTA. Exhibit D-5 describes a general approach to applying the preceding factors. Project trip distribution must be consistent with these trip distribution and purpose factors; the basis for variation must be documented. Local agency travel demand models disaggregated from the SCAG regional model are presumed to conform to this requirement, as long as the trip distribution functions are consistent with the regional distribution patterns. For retail commercial developments, alternative trip distribution factors may be appropriate based on the market area for the specific planned use. Such market area analysis must clearly identify the basis for the trip distribution pattern expected. D.$ IMPACT ANALYSIS CMP Transportation Impact Analyses contain two separate impact studies covering roadways and transit. Section Nos. D.8.1 -D.8.3 covet- required roadway analysis while Section No. D.8.4 covers the required transit impact analysis. Section Nos. D.9.1 -D.9.4 define the requirement for discussion and evaluation of alternative mitigation measures. D.8.1 Intersection Level of Service Analysis. The LA County CMP recognizes that individual jurisdictions have wide ranging experience with LDS analysis, reflecting the 2 variety of community characteristics, traffic controls and street standards throughout the county. As a result, the CMP acknowledges the possibility that no single set of assumptions should be mandated for all TIAs within the county. However, in order to promote consistency in the TIAs prepared by different jurisdictions, CMP TIAs must conduct intersection LDS calculations using either of the following methods: ❑ The Intersection Capacity Utilization (ICU) method as specified for CMP highway monitoring (see Appendix A); or ❑ The Critical Movement Analysis tCMA) Circular 212 method Variation from the standard assumptions under either of these methods for circumstances at particular intersections must be fully documented. TIAs using the 1985 or 1994 Highway Capacity Manual (HCM) operational analysis must provide converted volume -to -capacity based LOS values, as specified for CMP highway monitoring in Appendix A. D.8.2 Arterial Segment Analysis. For TIAs involving arterial segment analysis, volume -to, capacity ratios must be calculated for each segment and LOS values assigned using the V/ C -LOS equivalency specified for arterial intersections. A capacity of 840 vehicles per hour per through traffic lane must be used, unless localized conditions necessitate alternative values to approximate current intersection congestion levels. SDI d Congestion ManagemeaI Program for Los Angeles Coawty 587 APPENDix D -GUIDELINES FOR CMP TRANSPORTATION IMPACT ANALYSIS VAGE V-5 D.8.3 Freeway Segment (Mainline) Analysis. For the purpose of CMP TIAs, a simplified analysis of freeway impacts is required. This analysis consists of a demand -to -capacity calculation for the affected segments, and is indicated in Exhibit D -G. D.8.4 Transit Impact Review. CMP transit analysis requirements are met by completing and incorporating into an EIR the following transit impact analysis: ❑ Evidence that affected transit operators received the Notice of Preparation. ❑ A summary of existing transit services in the project area. Include local fixed -route services within a I/ anile radius of the project; express bus routes within a 2 mile radius of the project, and; rail service within a 2 mile radius of the project. ❑ Information on trip generation and mode assignment for both AM and PM peak hour periods as well as for daily periods. Trips assigned to transit will also need to be calculated for the same peak hour and daily periods. Peak hours are defined as 7.30- 930 AM and 4:30-5:30 PM. Both "peak hour" and "daily" refer to average weekdays, unless special seasonal variations are expected. If expected, seasonal variations should be described. ❑ Documentation of the assumption and analyses that were used to determine the number and percent of trips assigned to transit. Trips assigned to transit may be calculated along the following guidelines: Multiply the total trips generated by 1.4 to convert vehicle trips to person trips; For each tirne period, multiply the result by one of the following fartnrs: 3.5% of Total Person Trips Generated for most cases, except: 10% primarily Residential within 1/4 mile of a CMP transit center 15% primarily Commercial within 114 anile of a CMP transit center 7% primarily Residential within 1/4 mile of a CMP multi -anodal transportation center 9% primarily Commercial within 1/4 mile of a CMP multi -modal transportation center 5% primarily Residential within 1/4 mile of a CMP transit corridor 7°I primarily Commercial within 1/4 mile of a CMP transit corridor 0% if no fixed route transit services operate within one mile of the project To determine whether a project is primarily residential or commercial in nature, please refer to the CMP land use categories listed and defined in Appendix E, Guidelines for New Development Activity Tracking azzd Self Certification. For projects that are only partially within the above one-quarter mile radius, the base rate (3.5% of total trips generated) should be applied to all of the project buildings that touch the radius perimeter. ❑ Information on facilities and/or programs that will be incorporated in the development plan that will encourage public transit use. Include not only the jurisdiction's TDM Ordinance measures, but other project specific measures. 2010 Congestion Management Program for Los Angeles County 72 APPENDIx D -GUIDELINES FOR CMP TRANSPOWYATION IMPACT ANALYSIS PAGE D -G ❑ Analysis of expected project impacts on current and future transit services and proposed project mitigation measures, and; ❑ Selection of final mitigation measures remains at the discretion of the local jurisdiction lead agency. Once a mitigation program is selected, the jurisdiction self - monitors implementation through the existing mitigation monitoring requirements of CEQA. D.9 IDENTIFICATION AND EVALUATION OF MITIGATION D.9.1 Criteria for Determining a Significant Impact. For purposes of the CMP, a significant impact occurs when the proposed project increases traffic demand on a CMP facility by 2% of capacity (V JC ? 0.02), causing LOS F (V f C > 1.00); if the facility is already at LOS F, a significant impact occurs when the proposed project increases traffic demand on a CMP facility by 2% of capacity (V/C ? 0.02). The lead agency may apply a more stringent criteria if desired. D.9.2 Identification of Mitigation. Once the project has been determined to cause a significant impact, the lead agency must investigate measures which will mitigate the impact of the project. Mitigation measures proposed must clearly indicate the following: ❑ Cost estimates, indicating the fair share costs to mitigate the impact of the proposed project. If the improvement from a proposed mitigation measure will exceed the impact 7-2 of the project, the TIA must indicate the proportion of total mitigation costs which is attributable to the project. This fulfills the statutory requirement to exclude the costs of mitigating inter -regional trips. ❑ Implementation responsibilities. Where the agency responsible for implementing mitigation is not the lead agency, the TIA must document consultation with the implementing agency regarding project impacts, mitigation feasibility and responsibility. Final selection of mitigation measures remains at the discretion of the lead agency. The TIA must, however, provide a summary of impacts and mitigation measures. Once a mitigation program is selected, the jurisdiction self -monitors implementation through the mitigation monitoring requirements contained in CEQA. D.9.3 Project Contribution to Planned Regional Improvements. If the TIA concludes that project impacts will be mitigated by anticipated regional transportation improvenients, such as rail transit or high occupancy vehicle facilities, the TIA must docurrient: ❑ Any project contribution to the improvement, and ❑ The means by which trips generated at the site will access the regional facility. D.9.4 Transportation Demand Management (TDM). If the TIA concludes or assumes that project impacts will be reduced through the implementation of TDM measures, the TIA must document specific actions to be implemented by the project which substantiate these conclusions. 2010 Congrstion Afanagemerit Program fnr Ins Angeles County M APPENDIX D - GUIDELINES FOR CMF TRANSPOR"T'A"T'ION IMPACT ANALYSIS PAGE D-7 D.10 REFERENCES 1, Trac Access and Impact Studies far Site De�,elopment_- A Recommended Practice, Institute of Transportation Engineers, 1991. 2. Trip Generation, 5th Edition, Institute of Transportation Engineers, 1991. 3. Travel Forecast Summary.• 1987 Ease Model - Los Angeles Regional Transpor-ta Jori Study (LARTS), California State Department of Transportation (Caltrans), February 1990. 4. Traffic Study Guidelines, City of Los Angeles Department of Transportation (LADOT), 7-2 ]illy 1991- S. Traffic/Access Guidelines, County of Los Angeles Department of Public Works. 6. Building Better Communities, Sourcebook, Coordinating Land Use and Transit Planning, American Public Transit Association. 7. Design Guidelines far Bus Facilities, Orange County Transit District, 2nd Edition, November 1987. 8. Coordination of Transit and Project Development, Orange County Transit District, 1988, 9. Encouraghq Public Thwsportation Through Effective Land Use Actions, Municipality of Metropolitan Seattle, May 1987. 2010 Conges 6m Management Prgram far LasAngeles County 590 Environmental Impact Report The Lakes Specific Plan and Topgolf Project RESPONSE TO COMMENT LETTER NO. PA -7 Elizabeth Carvajal, Senior Manager, Transportation Planning Los Angeles County Metropolitan Transportation Authority March 2017, Dated September 26, 2016 PA 7-1 These comments include recommendations for the Traffic Impact Analysis, which was conducted as part of the DEIR pursuant to these recommendations; see Appendix G, Traffic Impact Analvsis. Potential impacts to Metro Bus Line 233 are addressed on DEIR page 5.8-49. Potential impacts to CMP facilities are addressed on DEIR pages 5.8-45 through 5.8-48. These comments do not address the DEIR's adequacy or raise a significant environmental issue. As such, no further response is necessary. PA 7-2 This is an attachment to the letter that includes the Congestion Management Program (CMP) Appendix D, Guidelines for CMP Transportation Impact Analysis. As such, no further response is necessary. Final I May 2017 11-43 Comments and Resp Met Environmental Impact Report The Lakes Specific Plan and Topgolf Project This page intentionally left blank. Final I May 2017 11-44 Comments and Resp M! Environmental Impact Report The Lakes Specific Plan and Topgolf Project 11.4 ERRATA TO i nh DRAFT EIR Text changes are intended to clarify or correct information in the DEIR, as initiated by the Lead Agency or due to environmental points raised in the comment letters. Should a response to a comment require revisions to the DEIR, the relevant DEIR text is presented in a box, with deleted text indicated by and new text indicated by underlining, as shown in the following example: Revisions to the DEIR text are presented below according to DEIR page, and, where appropriate, paragraph. SECTION 5.9, UTILITIES AND SERVICE SYSTEMS DEIR page 5.9-13 is revised in the FEIR, as follows: Wastewater Treatment. Wastewater originating from the Project site is treated at the JWPCP located in the City of Carson. The facility, which has a design capacity of 400 MGD, provides both primary and secondary treatment of approximately 253.4 MGD of wastewater.3 DEIR page 5.9-19 is revised in the FEIR, as follows: According to the Districts, the Project's projected increase in average daily wastewater generation beyond existing conditions is estimated at 7,705 gpd.4 The Districts' 24 -inch diameter trunk sewer has a design capacity of 4.6 MGD and conveyed a peak flow of 0.6 MGD, when last measured in 2011. The JWPCP is currently operating at approximately �t 65 percent capacity, based on a design capacity of 400 MGD and the current treatment of approximately 253.4 MGD. Therefore, approximately `'^ 147 MGD of available capacity exists at the JWPCP. The increase in wastewater generated by the Project (approximately 7,705 gpd) represents approximately 0.0004 percent of the remaining capacity. Thus, the proposed development would not exceed the available capacity at the JWPCP. Therefore, adequate capacity exists to serve the Project's projected demand and Project implementation would not require increases to the Districts truck sewer or in the JWPCP's design capacities. Project implementation would not require or result in the construction of new wastewater facilities or expansion of existing facilities beyond the construction of the new sewer laterals located onsite. A less than significant impact would occur in this regard. 3 lx\'tatian Cietri^++s of Les Angeles County, ioipt I.A ate -r Poli, itio , rent el P[Qn+ I jWPGP) W eb&4o Assessedjuly-25, 2016 Written Correspondence; Raza. Adriana. Customer Service Specialist. Countv Sanitation Districts of Los Anaeles Countv. March 10. 2017. 4 County Sanitation Districts of Los Angeles County, Response to the NOP for The Lakes Specific Plan Project and Topgolf Facility, October 3, 2016. Final I May 2017 11-45 Comments and Resp M1 1T Y 0 sgGut` DEIR page 5.9-25 is revised in the FEIR, as follows: Environmental Impact Report The Lakes Specific Plan and Topgolf Project Written Correspondence: Pena, Samuel, Municipal Relationship Manager, Republic Services, November 1, 2016. Written Correspondence: Raza. Adriana. Customer Service Specialist. Countv Sanitation Districts of Los Anaeles Countv. March 10. 2017. Final I May 2017 11-46 Comments and Resp W4 595