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HomeMy WebLinkAbout01 - CorrespondenceAgenda Item No. 1 Brown, Leilani September 12, 2012 From: Harp, Aaron Sent: Friday, September 07, 2012 1:26 PM To: Brown, Leilani Subject: FW: Commercial Tidelands Lease /Fee Increase Attachments: wnb docks tideland fees settlement letter to city council 120904.pdf; wnb George Jones - Newport Tidelands Appraisal Report 120904.pdf Follow Up Flag: Follow up Flag Status: Flagged From: Robert Lounsbury [mailto:RLLounsburvCalmsn.com] Sent: Wednesday, September 05, 2012 12:39 PM To: Gardner, Nancy; Curry, Keith; Henn, Michael; Rosansky, Steven; Hill, Rush; Iesliedaiole(o)aol.com; Selich, Edward Cc: Kiff, Dave; Harp, Aaron; Miller, Chris; Tom Purcell; Michael Curci; Gary Pickett; John Vallely; George Jones; Casey Jones Subject: Commercial Tidelands Lease /Fee Increase Mayor Nancy Gardner Mayor Pro Tern Keith D. Curry Council Member Michael F. Henn Council Member Steven Rosansky Council Member Rush N. Hill, II Council Member Leslie Daigle Council Member Edward D. Selich Re: Commercial Tidelands Lease /Fee Increase Dear Honorable Mayor and Honorable Members of the Newport Beach City Council, Please accept and consider the following summary of negotiations, comments and the attached appraisal, as part of the public comments regarding above matter. Thank you. Robert Lounsbury Waterfront Newport Beach, LLC WATERFRONT NEWPORT BEACH, LLC 2901 West Coast Highmay, Suite 200, Newport Beach, CA 92663 Tel: (206) 619 -5332 Fax: (949) 258 -4374 rllounsburv(@msn.coin September 4, 2012 Mayor Nancy Gardner Mayor Pro Tem Keith D. Curry Council Member Michael F. Henn Council Member Steven Rosansky Council Member Rush N. Hill- 11 Council Member Leslie Daigle Council Member Edward D. Selich 3300 Newport Boulevard Newport Beach, CA 92663 Re: Commercial Tidelands Lease / Fee Increase Dear Honorable Mayor and Honorable Members of the Newport Beach City Council, Please accept and consider the following summary of negotiations, comments, and the attached appraisal, as part of the public comments regarding above matter. On about April 5, 2012, the Committee on Harbor Charges (COHC) proposed the following increases to the Commercial Tidelands Stakeholders. (1) Rent is the higher of "Base Rent (method a)" or "Percentage Rent (method b)." (2) Phase -in between 2012 and 2015. (3) All permittees transition to leases (30 -50 years mentioned, with CPI increases). (4) Lease document sample template to be provided (5) Master Fee Resolution as follows: 2012(Esstg) 2013 2014 2015 (a) Base Rent (per SF /year) $0.36 /SF 50.72/SF 51.00 /SF S1.20 /SF (b) Percentage Rent ($ /year) NA 10% of gross 15% of gross 20% of gross Result (A): On roughly 1,000,000 sf of commercial tidelands, the fee increase raises about $840,000 /vr (base rent method) up to an Sunknown amount (percentage rent method). Note that over 90% of this is to be burdened on only 15 stakeholders. 2 Mayor Nancy Gardner, et at September 4, 2012 Page 2 of 4 BB) On about May 24, 2012, the Commercial Tidelands Stakeholders (CTS) wrote the following counterproposal to the Committee on Harbor Charges. (1) Rent is the higher a Base Rent (method a)" ^- "o° °° ° °° °° * (_ethed b)." a (2) Phase -in between 2012 and 2015. (increasing with CPI per below). (3) All permit ees tfansitien t°'°^^ °° Rent charged without leases, as ongoing fees. (5) Master Fee Resolution as follows Result (B): On rouglily 1,000,000 sf of commercial tidelands, the fee increase raises about $440,000 /yr (base rent method). On August 29, 2012, the Committee on Harbor Charges (COHC) posted its revised proposed increases on its website, with the following terms: (1) Rent is the higher of "Base Rent (method a)" or "Percentage Rent (method b)." (2) Phase -in between 2012 and 2015. (3) Alt permittees transition to leases (no years mentioned, but "less years" is rumored, CPI increases assumed). (4) Lease document sample template to be provided (5) Master Fee Resolution as follows: (a) Base Rent (per SF /year) (b) Percentage Rent($ /year) 2012 (Exstg) $0.36 /SF NA 2013 2014 $0.75 /SF 51.15 /SF 10% of gross 15% of gross 2015 $1.45 /SF 20% of gross Please note that the Base Rent is actually increased ( —eoinu backward in negotiations) from $1.20 /sf to $1.45 /sf). This shows outright disregard and bad faith on the part of the Committee on Harbor Charges towards the negotiations / public input process, and utter contempt to the taxpavers attempting to resolve this issue amicably and in good faith. Result (Cl: On roughly 1,000,000 sf of commercial tidelands, the fee increase raises about $1,090,000 /yr (base rent method) up to an $unknown amount (percentage rent method). 3 2012(Exstg) 2013 2014 2015 (a) Base Rent (per SF /year) $0.36/SF $0.75 /SF $0.77 /SF $0.80 /SF (b) Percentage Rent ($/year) NA NA NA NA Result (B): On rouglily 1,000,000 sf of commercial tidelands, the fee increase raises about $440,000 /yr (base rent method). On August 29, 2012, the Committee on Harbor Charges (COHC) posted its revised proposed increases on its website, with the following terms: (1) Rent is the higher of "Base Rent (method a)" or "Percentage Rent (method b)." (2) Phase -in between 2012 and 2015. (3) Alt permittees transition to leases (no years mentioned, but "less years" is rumored, CPI increases assumed). (4) Lease document sample template to be provided (5) Master Fee Resolution as follows: (a) Base Rent (per SF /year) (b) Percentage Rent($ /year) 2012 (Exstg) $0.36 /SF NA 2013 2014 $0.75 /SF 51.15 /SF 10% of gross 15% of gross 2015 $1.45 /SF 20% of gross Please note that the Base Rent is actually increased ( —eoinu backward in negotiations) from $1.20 /sf to $1.45 /sf). This shows outright disregard and bad faith on the part of the Committee on Harbor Charges towards the negotiations / public input process, and utter contempt to the taxpavers attempting to resolve this issue amicably and in good faith. Result (Cl: On roughly 1,000,000 sf of commercial tidelands, the fee increase raises about $1,090,000 /yr (base rent method) up to an $unknown amount (percentage rent method). 3 Mayor Nancy Gardner, et al September 4, 2012 Page 3 of 4 (D) On September 4, 2012, the Commercial Tidelands Stakeholders obtained an appraisal report from George Hamilton Jones, Inc. (copy enclosed). George Jones was the appraisal company that completed the appraisal for the City in 2001 concluding with a S0.53 /SF base rent valuation. It is self evident that the Percentage Rent Method is less appropriate for Newport Harbor because, unlike other comparable tidelands owners /managers, the City does not own the adjoining land in Newport Harbor (i.e. the City does not have "joinder" and thus will face ongoing problems because of continuing difficulties in allocating the gross between the tidelands and the uplands in each particular property). The new September 4, 2012 George Jones appraisal is summarized as follows: 2012 (exst2) 2013 2014 2015 (a) Base Rent (per SF /year) 50.36/SF $0.64/SF $0.92 /SF $1.20 /SF (b) Percentage Rent ($ /year) NA 5% of gross 7.5% of gross 9.5% of gross Result (D): On roughly 1,000,000 sf of commercial tidelands, the fee increase raises about $840,000 /yr (base rent method) up to an $unknown amount (percentage rent method). On September 4, 2012, as a compromise settlement, the Commercial Tidelands Stakeholders are proposing the following terms: (1) Rent is the "ib� a "Base Rent (method a)" eF Pereei age Dent (F fteth6d b (2) Phase -in between 2012 and 2015. (3) All pennittees transition to leases (30 years plus 20 years option, with CPI increases). (4) Lease document sample template to be provided (5) Master Fee Resolution as follows: 2012(Exstg) 2013 2014 2015 (a) Base Rent (per SF /year) 50.36/SF $0.64/SF 50.92/SF 51.20 /SF (b) Pereentage Rept (S /years` NA NTA 'NA NA Result (E): On roughly 1,000,000 sf of commercial tidelands, the fee increase raises about $840,000 /vr (base rent method). As shown above, rve are willinQ to increase the base rent from 80.36 to 81.20 (i..e. accepting 100% of the original COPIC Plan (A) proposal above raising 8840.0001vr from last about 15 stakeholders). In return, ive respectfidly reatiest that the Citv forego the percentage rent method and let us nun our own businesses without City interference, audits, negotiations, lawsuits, challenges, renegotiations, fines, threats, second - guessing on business decisions on leasing, improvements, maintenance, etc. Mayor Nancy Gardner, et al September 4, 2012 Page 4 of 4 Despite the arguably obvious bad faith treatment given to us by the COHC [e.g. please see item (C) above. Another bad faith negotiations example is that the COHC & staff informed many of us that there will be no votes taken prior to the election, and that it will probably be next year before the matter is re- visited. However, a few days ago, we were suddenly informed that they have been secretly working on possibly soliciting action on September 11, 2012], we still have faith in the Newport Beach City Council. We are all neighbors in our small Newport Beach community and we do see each other once in a while. Therefore, we do not see ourselves as adversaries in this negotiations process, and we definitely do not want the process to force us into being adversaries. We were told that the City needs help financially and we are stepping up to lift a big share of the weight ($840,000 /yr increase over 15 stakeholders for 50 years, plus CPI). Again, in summary, we are i,villim,, to increase the base rent from $0.36 to the $1.20 that the COHC orieinally proposal in plan (A) above increasing city revenues by $840 000/vr fi`orn hest 15 stakeholders. In return, all we ask basically is to be allowed to run our oven businesses that we have been runnine for decades and decades, without "percentage rent" interference. second 2uessine of business decisions and all the complications it entails. We think the percentage rent complications would actually increase the administrative costs (e.g. administrative head count, litigations, etc) and may not result in greater revenues to the City, resulting in possible negative net revenues. Thank you all for your consideration. Very truly yours, Robert Lounsbury encl. George Hamilton Jones, Inc. appraisal dated 9/4/2012 Nancy Gardner: Keith D. Curry: Michael F. Henn: Steven Rosansky: Rush N. Hill, H: Leslie Daigle: Edward D. Selich: Dave Kiff: Aaron C. Harp: Chris Miller: NGardner(cD,NewportBeachCa. gov currvk a pfm.com iMHenn(@,Newi)ortBeachCa.gov S RosanskVOwNewportBeachCa. gov Rhill ,NEwportBeachCa.vov lesliedaigle a,aol.com EdSelich(@,roadrunner.com City Manager City Attorney Harbor Resources Manager dkiffcnewportbeachca. gov ahai-p(@,newportbeaclica.gov cmiller ct,newportbeachca.eov 5 GEORGE HAMILTON JONES, INC. APPRAISAL CONSULTANTS GEORGE HAMILTON JONES, MAI 717 LIDO. PARK DRIVE, SUITE D STUART D. DuVALL, MAI NEWPORT BEACH, CALIFORNIA, 92663 CASEY O. JONES, MAI August 31, 2012 Mr. Robert Lounsbury Waterfront Newport Beach, LLC 2901 W. Coast Hwy. # 200 Newport Beach, CA 92663 Dear Mr. Lounsbury: TELEPHONE (949) 673 -6733 FAX NO. (949) 673 -6924 Re: Appraisal of Market Rental Value City of Newport Beach Tidelands In accordance with your request and authorization, by signed proposal dated June 6, 2012, we have made an investigation and analysis of various tideland parcels in Newport Harbor for the purpose of rendering an opinion of the market rental value of those State of California Tidelands, currently held in Trust by the City of Newport Beach, ( "City Tidelands ") and proposed to be leased to the adjacent private upland owners for marina purposes. The date of value for this appraisal is July 15, 2012. The proposed lease conditions considered in this valuation include: Term: 50 Years Rent: Based on percentage rent of gross revenue and price per square foot of tidelands Rent Adjustment: Annually by C.P.I (L.A- Riv.- O.C.) Adjust to market rental value by appraisal every ten years. In forming an opinion of market rental value for the subject City Tidelands, the following facts, among other pertinent information, was established and considered in order to develop a fully supportable conclusion: L The City Tidelands is unimproved, vacant tidelands containing water area only. The right of access to the tidelands from the adjacent land (littoral rights) is held by the upland property owners. 0 Mr. Robert Lounsbury August 31, 2012 Page 2 In order to carry out a meaningful analysis of the subject tidelands for marina purposes, it is an extraordinary assumption of this assignment that the subject tidelands has access to and from the uplands. 2. Legal restrictions upon the use of the tidelands for marina purposes (city, state, and federal regulations) include minimum requirements for the dedication of portions of the adjacent privately held uplands to support the marina operation. These land area requirements include, but are not limited to, vehicle access and parking, storage and restrooms, and marina office space. For the purpose of this assignment, we based the valuation of market rent for the subject tidelands upon a "typical" commercial marina. This theoretical amalgam of tidelands area; uplands area, and marina and upland improvements is intended to be representative of standard commercial marina tidelands use throughout Newport Harbor. The specific configuration and characteristics of this "typical' marina were based upon our investigation, inspection and analysis of existing marinas within the harbor; reference to current city, state and federal construction regulations; as well as a market analysis designed to judge prevailing boat - owner /tenant demand. The definition of market rent used in this assignment is consistent with that set out in the Dictionary of Real Estate Appraisal, Fifth Edition: The most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the lease agreement, including permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase options, and tenant improvements (TIs.) As requested, the market rent conclusion is expressed in terms of both a percentage of gross revenue and an annual rental per square foot of tidelands. As a result of our investigations and analyses, we formed the opinion, that, as of July 15, 2012, market rent for the subject tidelands was 9.5% of gross revenue, or $1.20 per square foot of tidelands per year. MARKET RENT CONCLUSI ®N: 9.5 % of gross revenue, or S 1.20 per square foot of tidelands per year 7 Mr. Robert Lounsbur% August 31.2012 Page 3 Your attention is directed to the following appraisal report which sets forth, in brief; premises and limiting conditions, descriptions, exhibits, factual data, discussions, computations, and analyses which form, in part, the basis of our value conclusion. Supporting documentation and analyses are retained in our files. Respectfully submitted, Gcorge 1-t on Jones, MA[ (State Certified General Real Estate Appraiser No. AG005632) (State. Certifie C{efieral Real Estate. Appraiser AG041862) 0 TABLE OF CONTENTS Introductory: Page Letter of Transmittal I Table of Contents 4 Introduction to the Appraisal Problem: Purpose of the Appraisal 6 Date of Value 6 Client 6 Intended Use 6 Property Rights Appraised 6 Definitions 6 Lease Term 8 Scope of the Appraisal 9 Property Description: Location 12 Apparent Owner 13 Parcel Size and Shape 13 Utilities 14 Land Use Regulations 15 Current Improvements 17 Market Analysis and Highest and Best Use: Property Productivity 18 Marina Demand Factors 19 Competitive Supply 21 Residual Demand 25 Subject Capture 26 Highest and Best Use — Introduction 26 Highest and Best Use — Defined 27 Highest and Best Use — As Though Vacant 28 Highest and Best Use — As Improved 31 Valuation: Introduction 32 Approach 1 33 The Tidelands as an Independent Site 34 The Uplands as an Independent Site 35 Return to the Uplands as an Independent Site 38 -4- GEORGE HAMILTON JONES, INC. 9 TABLE OF CONTENTS — continued Marina Revenue in Joinder 39 Percentage Rent of a Marina (in Joinder) 41 Allocation of Rent Between Uplands and Tidelands 43 Approach I — Conclusion 45 Approach 2 46 Approach 2 — Indicated Conclusion 52 Test Through Capitalized Value Analysis 53 Approach 2 — Conclusion 54 Approach 3 54 Approach 3 — Conclusion 59 Reconciliation: Addenda: Certification Limiting Conditions Land Sales Market Data Other Tidelands Users Qualifications 59 -5- GEORGE HAMILTON JONES, INC. 10 GEORGE HAMILTON JONES, INC. 11 INTRODUCTION TO THE APPRAISAL PROBLEM Purpose: The purpose of this appraisal is to render an opinion of the market rent for those State of California tidelands currently held in trust by the City of Newport Beach ( "City Tidelands ") for the State of California proposed to be leased to adjacent upland private owners for marina purposes. The opinion of market rent shall be expressed in terms of percentage rent of annual gross revenue and annual rent per square foot of tidelands. Date of Value: July 15, 2012 Client/Intended User: Waterfront Newport Beach, LLC c/o Mr. Robert Lounsbury Intended Use: The intended use of the report is to assist in setting the rental. rate for the commercial use of the tidelands. Property Fights Appraised: The market rent of the fee simple interest of the tidelands within a representative commercial marina situated within the lower bay of Newport Harbor. Definitions: Tidelands: For the purpose of this study the public tidelands are considered to consist of that water area extending from the established U.S. Bulkhead Line to the Pierhead Line. 0 GEORGE HAMILTON JONES, INC. 12 INTRODUCTION — continued Market Rent' (Fair Rental Value): The most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the lease agreement, including permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase options, and tenant improvements (TIs). Description used in the San Diego Union Port District for Long Term Lease. "Rent, which the lessor would derive from the lessor's property if it was vacant land, without any improvements there on, and made available on the open market for new leasing purposes at the commencement of the rental period." Market Value': The most probable price that a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: • Buyer and seller are typically motivated; • Both parties are well informed or well advised, and acting in what they consider their best interests; • A reasonable time is allowed for exposure in the open market; • Payment is made in terms of cash in U.S. dollars or in terms or in terms of financial arrangements comparable thereto; and ' The Dictionary of Real Estate Appraisal, The Appraisal Institute, Fifth Edition, 2010. '- This definition of market value is used by agencies that regulate financially insured financial institutions in the United States. -7- GEORGE HAMILTON JONES, INC. 13 INTRODUCTION — continued • The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. (12C.F.R. Part 34.42(g); 55 Federal Register 34696, August 24, 1990, as amended Federal Register 12202, April 9, 1992; 59 Federal Register 29499, June 7, 1994.) Leasehold Estate (Leasehold Interest)': The tenant's possessory interest created by a lease. Leased Fee Estate 4: A freehold (ownership interest) where the possessory interest has been granted to another party by creation of a contractual landlord tenant relationship (i.e., a lease). Fee Simple Estate (Fee)5: Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. Lease Term: This appraisal of market rent considers the subject tidelands to be available in the open rental market as of July 15, 2012, under a lease contract briefly described as follows: Term of Lease: Fifty (50) years Rental Adjustment: (a) Annually by C.P.I. (L.A. — Riv. — O.C.) 3 The Dictionary of Real Estate Appraisal, Appraisal Institute, Fifth Edition, pg. 1.11. 4Ibid., pg. 111. s Ibid., pg. 78. ME GEORGE HAMILTON JONES, INC. 14 INTRODUCTION — continued (b) Adjust base rent to fair market value (market rent) every 10 years, as established by appraisal, in accordance with an agreed resolution process. Rent: Base rent expressed annually per square foot of tideland parcel. Scope of the Appraisal: The subject of this appraisal is considered to be a 56,000 square foot portion of the total City Tidelands within Newport Harbor to be used for marina purposes. In our judgment, this allocation of tidelands is representative of the water area that would be used in a "typical" commercial marina operation and was employed in an effort to reflect common harbor -wide conditions. It is recognized that the actual marinas, commercial tidelands users, and the nature of the commercial operations throughout Newport Harbor differ, often substantially, from the "typical' marina standard. Accordingly, our conclusion as to market rent for the City Tidelands that is the subject of this appraisal will be expressed in terms of price per square foot of water. As will be shown in this report, our conclusion as to the highest and best use of the subject tidelands property is development of the site in joinder with the adjacent uplands to a commercial marina consistent with market demand and the configurations and uses of existing commercial berthing facilities within Newport Harbor. Our analysis of market rent is based, in part, upon a market data approach that studies percentage rent of income generated by standard marina/boat berthing uses throughout Southern California. In our judgment, a critical component in determining the appropriate data to rely upon in forming an opinion of subject value is that the data conform to key definitions of market value. In particular, it is essential to confirm that the buyer and seller were "each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus." This is consistent with the California Code of Civil Procedure (126.320) which states that a determination of fair market value requires that the seller be "willing to sell but under no particular or urgent necessity for so doing, -9- GEORGE HAMILTON JONES, INC. 15 INTRODUCTION — continued nor obliged to sell, and a buyer, being ready, willing, and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available." These criteria are critical because our investigations have revealed that certain potential tidelands data items in Newport Harbor are, in our judgment, not reflective of market value. This is due to the fact that they were not open market transactions in that the buyers /lessees were "affected by undue stimulus" and "under particular necessity" for accepting the terms of the lease by virtue of the fact that they had made large capital investments in the marina improvements, the land was already dedicated to marina use, and the operation was serving an established tenancy. The potential data items that fail to meet these standards of market value are Bayshores Marina and Swales Anchorage and will be discussed more fully in the report. The vast majority of the data providing empirically supported indications of market rent for the typical marina included water area (tidelands) and land combined. However, the subject property (City Tidelands of a hypothetical marina) includes water only. Accordingly, appropriate adjustments of these market data items were required to reflect the subject condition of being water area only. As will be seen, these adjustments were based upon empirically supported economic criteria. The scope of work for determining market rent for the subject property will include, but not be limited to, the following: Consider and analyze the highest and best use of the City Tidelands as an independent site. Consider and analyze the highest and best use of the privately - owned uplands that must be devoted to marina support uses in order to uti.lize the independent City Tidelands for marina purposes. Obtain and verify information regarding public leases for marina purposes in Orange County, Los Angeles, Ventura and San Diego Counties. The analysis of this rental information will include, but may not be limited to: -10- GEORGE HAMILTON JONES, INC. 16 INTRODUCTION — continued i. The terms and conditions of the leases; ii. The basis of rent calculations and adjustments; iii. Determine if the lease was a new lease or a renewal of an existing lease. Undertake a market survey to form a supportable opinion of the retail rental rate of slips (amount per lineal foot per month), prevailing occupancy levels, and the economics of the operation of a standard marina in Newport Harbor. This will be applied to the subject property as determined by the aforementioned criteria and result in a stabilized gross income estimate. ° Analyze the economic impacts of leasing water only (as opposed to water and land together). This will be accomplished by the following: a. Analyze recently established leases of tidelands being employed to offshore mooring. Compare rates per square foot of tidelands devoted to typical moorings. b. Form an opinion of the market value of the uplands that must be devoted to marina support uses. c. Analyze an appropriate level of return and the opportunity cost that would be anticipated by the well - informed owner of the uplands in order to devote such land to marina uses. d. Allocate the income stream generated from the marina use considering the respective value contribution of the tidelands area and the upland area in accordance with their respective highest and best use. e. Reconcile the value indications to equalize the rate of return to each. f. Investigate, review and analyze leases in lower Newport Harbor and other harbors in Southern California involving tidelands only. -11- GEORGE HAMILTON JONES, INC. 17 GEORGE HAMILTON JONES, INC. 18 d il',iR'S-'!! , I ®WI 4 GBH ? a d o,mn r_a e r ca i r r ` "a� dgU 6si y5i/�i' W d. •144_ % t,�� y n Y• 4 M R x '3 f PROPERTY DESCRIPTION Introduction: The subject property is a hypothetical tidelands parcel in Newport Harbor that is intended to represent the water area that would be required for a typical commercial marina operation. It is an extraordinary assumption that this tidelands parcel has access to the adjacent uplands for access to utility services and the supporting land area necessary to a marina operation. A number of factors were considered in forming an opinion of both the physical characteristics of the independent tidelands parcel itself and the size, configuration, and economic potential of the marina with which it could be improved based upon the hypothetical assumption. In order to arrive at an empirically supported basis for our conclusion as to the key characteristics defining the subject property, we performed a survey of the existing marinas in Newport Harbor, analyzed the operative land use regulations and guidelines impacting marina use of the tidelands at both the local and state level, and performed a market analysis in order to judge highest and best use of the subject property. As a result of these investigations and analyses, our judgment of the pertinent property characteristics for the hypothetical tidelands parcel that is the subject of this valuation analysis were developed and are described below. Location: The subject tidelands property is considered to be adjacent to commercially oriented land in the northwesterly portion of Newport Harbor in the general vicinity of Mariner's Mile. -12- GEORGE HAMILTON JONES, INC. 20 PROPERTY DESCRIPTION - continued Apparent Owner: Fee Interest: The subject tidelands are held in fee by the City of Newport Beach for the State of California. There has been no change in the ownership of the fee interest for in excess of 10 years. Leasehold Interest: The leasehold interest in the subject tidelands is considered to be held by a well - informed marina operator who is capable of developing the property to its highest and best use. The subject tidelands are considered to be vacant, unencumbered by existing lessee improvements or any real property right restrictions beyond those inherent in the police powers to which it is naturally subject and the lease itself. Parcel Size and Shape: The subject property consists of unimproved tidelands only. Our survey of the existing marinas focused on marinas with 30 or more slips. As a result of that study, the following empirical information relative to the tidelands for those marinas was developed: Frontage along U.S Bulkhead Line: Range: 430 to 3,350 Feet Median: 700 Feet Example: Ardell Marina, 700 Feet We have used 700 feet for the water frontage of the subject parcel along the U.S. Bulkhead line. Depth from U.S. Bulkhead Line to U.S. Pierhead Line: Range: 50 to 100 Feet Depths from the U.S. Bulkhead line to the U.S. Pierhead Line differ throughout Newport Harbor due to 1.3 GEORGE HAMILTON JONES, INC. 21 PROPERTY DLSCRIPT10N - continued variations in channel widths and other factors; however, reference to City of Newport Beach mapping of the main harbor area indicates that the preponderance of the depths from the U.S Bulkhead Line to the U.S. Pierhead Line is 80 feet. There is an area in the northwest portion of the harbor (Lido Marina Village) where a Harbor Permit allowed an extension out an additional 20 feet to the Project Line wherein marina improvements were permitted. This is not considered to be representative of a "typical' commercial marina. Accordingly, we have used the standard 80 -foot depth in considering the size and shape of the subject tidelands parcel.' As a result of this study, our judgment of a subject property that appropriately represents a "typical' marina within Newport Harbor has the following physical characteristics: Frontage along U.S Bulkhead Line: 700 feet Depth from U.S. Bulkhead Line to U.S. Pierhead Line: 80 feet Total Area: 700 feet x 80 feet = 56,000 square feet Utilities: As an independent parcel, the subject tidelands has no access to public utilities because it has no legal access to the adjacent uplands from whence the utilities can be obtained. In order to value the subject property for marina purposes, it is an extraordinary assumption of this appraisal that access to utilities from the adjacent uplands is permitted. Access: The subject property possesses legal rights of access from the bayward water area only. Littoral rights of access to the water from the 1 It should be noted that the U.S. Pierhead Line defines the limit within which marina improvements are permitted to be constructed. In practice berthed vessels are allowed to extend beyond the Pierhead Line as a "sidetie ", or to the beam of a vessel. This "overhang" has been considered in our valuation analysis. 14 GEORGE HAMILTON JONES, INC. 22 Zoning Map ���Ij ��i; � �"a��: ��.'� My • 4% NPl�. 114 � r GEORGE HAMILTON JONES, INC. 23 PROPERTY DESCRIPTION - continued uplands reside within the property rights of the upland property adjacent to the subject. Again, in order to develop a meaningful indication of subject value for marina purposes, it is an extraordinary assumption of this appraisal that the subject tidelands parcel will have access from the uplands. Land Use Regulations: The subject tidelands is under the regulatory supervision of several entities in addition to the City of Newport Beach. These include the State of California Department of Boating and Waterways, the California Coastal Commission, as well as oversight by the Army Corps of Engineers, the California Department of Fish and Game and others. The standards of development for the tidelands is set out in Section 17 of the City of Newport Beach Municipal Code. However, in order to the develop the subject tidelands with a commercial marina, it is necessary for the tidelands area to be supported by uplands dedicated to parking, restrooms, showers, and office use. Section 20.40 of the Municipal Code under Transportation Communities and Infrastructure Uses describes required parking for marinas as 0.75 parking spaces per slip, or 0.75 spaces per 25 feet of mooring space. However, our investigations have indicated that there is a reasonable probability that this uplands parking requirement could be reduced to 0.60 per slip to conform with other relevant jurisdictions. Section G1.2.1 of the Department of Boating and Waterways guidelines requires 0.60 single vehicle parking spaces per recreational berth. Additionally, On December 12, 2010 the Dana Point Harbor Revitalization Plan Commission approved the minimum designated boater parking for the 2,409 boat slips of the project at 0.60 parking spaces per slip or side tie. In November 2011, the California Coastal Commission approved 0.60 parking per slip ratio for the marina portion (parcel 43) of the Marina Del Rey Hotel and Marina project. This designation is to serve a proposed 277 -slip project. In an interview with Tom Hogan, the developer of this project, it was reported that 0.60 parking to slip ratio is being approved throughout the state. 15 GEORGE HAMILTON JONES, INC. 24 PROPERTY DESCRIPTION - continued It is recognized that the City of Newport Beach offsite parking code currently requires a minimum of 0.75 parking spaces per marina slip. However, in recognition of the fact that the subject tidelands and adjacent uplands are considered to be unimproved and available for their highest and best uses, it is our judgment that the well - informed potential developer of the subject property would believe there to be a reasonable probability that the City and Coastal Commission would, upon proper application, approve marina parking on the 0.60 spaces per slip rate. In addition to the parking requirement, development of a commercial marina requires restroom facilities which "typically include toilet compartments, urinals, lavatories, mirrors, showers, interior /exterior lighting, drinking fountains, benches and walkways" per Section G2.1 of the Department of Boating and Waterways guidelines. Beyond a regulatory requirement, provision of these facilities /amenities is a generally accepted market standard. We have allocated 550 square feet to serve this portion of the uplands requirement. Because the estimated value of the uplands independent of the tidelands is a required step in the valuation methodology to be presented in the following sections of this report, the zoning standards applicable to those uplands must be considered when analyzing the highest and best use of the upland property as an independent site. For the purposes of this analysis, the uplands adjacent to the representative subject property is considered to be zoned either MU-W1 or MU -W2, which are both mixed -use water - related zones. This designation applies to waterfront properties in which non - residential and residential units may be intermixed. Marine - related and visitor serving land uses are encouraged. The standards of development differ markedly between MU -1 and MU -2, with minimum lot sizes significantly larger in the MU -1 zone that is found primarily along Mariner's Mile. Both have a minimum Floor Area Ratios of 0.35 and maximums of 0.50. MU -1 has a maximum of 50% residential use, whereas MU -2 permits a 0.75 residential FAR. It should be noted that the land uses for the uplands adjacent to the existing commercial marinas throughout Newport Harbor range from R -1, Iral GEORGE HAMILTON JONES, INC. 25 PROPERTY DESCRIPTION - continued to mixed -use, to strictly commercial land use designations. In our judgment, the general mixed -use water - related zone is most appropriate to consider for the representative subject property. Current Improvements: The representative subject tidelands is considered to be unimproved water area only. It is an extraordinary assumption that the subject property is adjacent to an uplands parcel with an existing bulkhead. This bulkhead is considered to be an improvement of the uplands parcel. 17 GEORGE HAMILTON JONES, INC. 26 AND HIGHEST AND BEST USE GEORGE HAMILTON JONES, INC. 27 REGIONAL MAP Goleta- ._Santa Barbara Mae Nome ISO. ' 225 ave:re rphw Lila Vista Santa Clant ii a lot Santo Paula 21 .. � .. _ .. _... .. . +'. 2,2 Ventura "'oo'p "'k' Simi Valley tm San Fernando 2 + Carwnllo r "' p1 - eresdlne B.p Bear Lake 1 11 Oxnard Burbank Ahadena Thousand Oaks Rancho - ° •' Agdum'Ndls Calabastd "'Glendale Pasadena CLICamOn a k: "• v r;.,- oil Hueneme Glentlnta. 9 San Bernardino YuccaVa ,,.._ West Hollywood - p ,,,�:. - 2, QD Los Angeles - -` Ontario' Fontana "W' Pomona Redlands Yuan Sang C'nc l #me arao<vg Santa Moe Los a Chino f0 D a. Riverside e2 f;�rtp Inglewood WhirnCr 92 cnmo Hills Dcser. HOo Angeles Angeles HmnhornE � Norco Moreno ro Banning Fullerton sprngs -Jr cQmploq ' - � - Torrance oI Corona Valley = Lakes old Anaheim :.. Palm Springs r San memo g'o2u Penn. '' " , Cathedral CI Rancho Palos LO each VerdeY Santa Ana:, +Y Hemet IdYl�wflo J Palm s . „r rraez, H ington Beach fvinf Lake Elsysow -�- La 241, Q Cos Mesa M ssfan vrALO , as 24 oI W. eRnal • agmla Beach La9w4 A Mullikin an .., Niqurtl lemkcula narQ; +a 14 Aa - � ,an Clemente � sn FaRbmnk ��+.� Vips3e bilmr r. na'em0 !6 Ba Oceanside v to Carlsbad Escondido - tk. ® , � 78 Enornas �. Rosemont PW ay r ... a 07 52 Santee Ap'"r 20 .. Q - - - — D -00 ' • �' 0 SG L -�, �7� El Cajon Li Mega. ,. , . w a ,- Sprmy Volley N . .ego GEORGE HAMILTON JONES, INC. M MARKET ANALYSIS AND HIGHEST AND BEST USE Property Productivity: Under the extraordinary assumption that the subject tidelands will have access to the adjacent uplands, the property is considered to be well suited to a commercial marina development. It has 700 feet of bulkhead frontage and a depth from the U.S Bulkhead Line to the U.S. Pierhead Line. The total area of the subject tidelands is 56,000 square feet, which offers reasonable marina design flexibility. The subject property is considered to be situated in a mixed - use /commercial portion of Newport Harbor. Located on the central coast of Orange County, this landmark destination is one of the largest pleasure boat harbors in the world, with more than 2,200 marina slips, 1,200 offshore and onshore moorings, and 1,200 private residential piers. There are 25 miles of frontage in Newport Harbor. Tourism is an important part of the economy with estimates of daily visitors from the summer months ranging form 20,000 to in excess of 100,000. Newport Harbor traditionally has the highest slip rents of any of the harbors of Southern California. Nonetheless, despite ever increasing rates, occupancy has remained generally steady at 95% to 1.00% for decades, with lengthy waiting lists for slips 35 feet and greater. The demand is due to the beauty of the harbor itself, the proximity to a wide range of amenities and yachting support services, as well as the affluence of the surrounding communities that can afford involvement in boating. Unfortunately, the past several years have shown a downturn in occupancy, in part due to rising prices in the harbor and more competitive rates in other harbors, as well as the general downturn in the economy. Once in the ocean, the yachtsman from Newport is within easy reach of a variety of destinations and safe harbors; Santa Catalina lies approximately 30 miles to the southwest, on the coast Dana Point is 14 miles to the southeast, Huntington Harbor and Long Beach are 8 and 20 miles to the northwest respectively. Jf:2 GEORGE HAMILTON JONES, INC. 29 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued Marina Demand Factors: ' Ibid The table below shows boat registration by size category for the last five years in California. While the economic downturn may have slightly slowed boating activity, the table shows a general stability over time. Year 20' - 26' 26'-40' 40'-65' Over 65' 2007 1.85,719 41,442 5,335 1,605 2008 172,684 37,744 4,934 1,436 2009 181,094 39,705 5,143 1,565 2010 166,296 35,897 4,789 1,405 2011 174,518 37,826 1 4,976 1,516 Source: California Department of Motor Vehicles One phenomenon that has become apparent, as the boating community has evolved over the past 30 — 40 years, is that vessel size has steadily increased, with a corresponding demand for larger slips, in terms of both length and beam. Over time, portions of various marinas have been repaired and reconstructed to meet this changing character in slip demand, with the result that the average slip length in most marinas has increased. The table on the following page shows the impact of this development in several marinas throughout Southern California as well as two in Northern California. The demand for larger slips has been driven by increased vessel size, but also by the fact that dry storage, some stacked, has become an increasingly viable alternative for boats less than 30 feet in length. This shift in demand is underscored by the following table', which shows the vacancy rate by boat size in Marina del Rey from 2003 — 2008. -19- GEORGE HAMILTON JONES, INC. 30 Marina Total _Slips Average Slip Length Cabrillo Isle Marina, San Diego 1976 406 38.0 2005 404 39.4 Dana Point Marina, Dana Point 1969 1,467 33.0 Proposed 1285 33.4 Sunset Aquatic Park, Hunt. Beach Before Reconfiguration 252 30.5 After Reconfiguration 237 32.8 Peter's Landing Marina, H. B. Before Reconfiguration 300 39.0 After Reconfiguration 28.6 40.5 Long Beach Downtown Marinas Existing 1,769 35.9 Proposed 1,679 36.7 Alamitos Bay Marina, L.B. Existing 1,997 31.5 Proposed 1,647 35.8 Cabrillo Way Marina, San Pedro Existing 625 34.3 Proposed 697 45.6 Marina del Rey 2008 4,731 33.9 Proposed 4,255 36.4 Anacapa Isle Marina, Oxnard 1974 504 30.2 1987 389 33.4 Bahia Marina, Oxnard 1973 70 38.0 2009 82 52.8 Peninsula Marina, Oxnard 1970 341 33.7 2009 292 47.3 Ventura Isle Marina._ Ventura 1973 625 31.5 1992 519 38.8 Treasure Isle Marina, San Francisco 1950 105 31.5 2009 403 38.8 Ballena Isle Marina, Alameda 1974 442 34.5 2010 373 43.8 Total All Marinas (ex. MdR) Before 8,903 33.6 After 8,293 38.0 Source: Marina del Rey Slip Sizing Study, Noble Consultants, Inc., 3/1.1/09. George Hamilton Jones, Lnc. 31 MARKET ANALYSIS AND HIGHEST AND BEST USE - continued 2Ib1d This trend toward increasing boat size is supported by the tablet below that shows the percent change in boat registration by size category, from the base year of 1996 through 2007. Yew under 16' 16- to less than 2G 26 to less than 4I7 4p and larger r 2007 0.5% 24.5% 75.3% 68.3% 14.6% 2006 4.1% 23.3% 52.2% 61.5% 13.0% Y 2.9% 24,3% Si.O% 63.8% 14.9% 2004 4,1% 20.9% 40.0% 59.9% 13.7% 2003 6.0% 19.9 %. 44.6% 46.9% 14.0% 2002 7.2% 18.1% 57.6% 43.8% 14.1% 2001 145% 1 17,2% 40.7% 43.5% 15,8% 2000 7A% 1 114% 35.0% 36.6% 11.2% 1999 11.1% 13.4% 31.8% 24.2% 12.9% 1998 11.7% i0.2% 26.5% 19.3% mat m>; u4z Liar; xa: :.m vw This trend toward increasing boat size is supported by the tablet below that shows the percent change in boat registration by size category, from the base year of 1996 through 2007. Yew under 16' 16- to less than 2G 26 to less than 4I7 4p and larger Total 2007 0.5% 24.5% 75.3% 68.3% 14.6% 2006 4.1% 23.3% 52.2% 61.5% 13.0% 2005 2.9% 24,3% Si.O% 63.8% 14.9% 2004 4,1% 20.9% 40.0% 59.9% 13.7% 2003 6.0% 19.9 %. 44.6% 46.9% 14.0% 2002 7.2% 18.1% 57.6% 43.8% 14.1% 2001 145% 1 17,2% 40.7% 43.5% 15,8% 2000 7A% 1 114% 35.0% 36.6% 11.2% 1999 11.1% 13.4% 31.8% 24.2% 12.9% 1998 11.7% i0.2% 26.5% 19.3% 11.4 %. 1997 13.7% 7.5% 22.5% 16.5% 11.0% 4996 0.0% 010% 0.0% 0.0% 0.0% -20- GEORGE HAMILTON JONES, INC. 32 MARINA RENTAL RATES HARBOR TOWER MARI 20 to 29 Feet $22.00 30 to 39 Feet $33.00 40 to 49 Feet (inside slip) $37.00 40 to 49 Feet (outside slip) $46.00 50 to 59 Feet $46.00 60 to 69 Feet $48.00 L.F. BELLPORT LIDO YACHT ANCHORAGE Newport Beach Slip Length Lineal Feet Monthly Rent/L.F. 6 to 15 Feet $18.25 16 to 20 Feet $19.00 „ 21 to 31 Feet $19.50 20 to 32 Feet 32 to 33 Feet $21.50 $24.00 34 to 44 Feet $25.00 37 to 39 Feet $25.00 40 to 44 Feet $30.00 50 to 59 Feet $31.50 60 to 63 Feet $35.00 73 to 79 Feet $35.00 83 to 86 Feet $43.20 110 to 135 Feet $43.20 VILLA COVE MARINA Newport Beach Shp Length Lineal Feet Monthly Rent /L.F. 22 Feet $25.25 $- r eei Kr a 30 Feet $30.15 6Yt. i����aaI 45 Feet $40.95 60 Feet $44.45 GEORGE HAMILTON JONES, INC. 33 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued Competitive Supply: There are thirteen marinas in Newport Harbor with over thirty slips. The primary elements of comparison that distinguish the different commercial marinas in Newport Harbor from one another are location, the physical features of the marina, and access to amenities. For example, the subject's theoretical location in the mid -to- northwesterly portion of the harbor requires more running time to the harbor entrance than might some other marinas, yet the immediate surrounding influences, with a variety shore -based amenities, is of considerable appeal to many users who come from outside the immediate Newport Beach area and use the boat and slip for weekend and holiday accommodation without setting sail. Our judgment of those marinas that would most directly compete with the subject are presented below. These facilities are strictly commercial marinas, without the influences of club membership, or other, non - market issues. HARBOR TOWER MARINA: Number of slips: Occupancy: Time to Harbor Entrance: Amenities: Remarks: BELLPORT LIDO YACHT ANCHORAGE: Number of slips: Occupancy: Time to Harbor Entrance: Amenities: Remarks: 51 98% 45 minutes Restrooms Adjacent PCH. Impacted by traffic noise and pollution. Positive adjacency to amenities in Mariner's Mile. 265 97% 45 minutes Dock box, showers, and restrooms, free parking. Adjacent to Lido Peninsula amenities. Includes some very large ( >90') slips. _21- GEORGE HAMILTON JONES, INC. 34 MARINA RENTAL RATES BAYSHORES MARINA Newport Beach Slip Length Lineal Feet Month l Rent /L. F. 15 Feet $26.25 17 Feet $26.25 20 Feet $26.25 23 Feet $26.25 26 Feet $28.60 32 Feet $34.85 39 Feet $37.00 60 Feet $56.60 �S 68 Feet $56.60 83 Feet $59.00 BALBOA MARINA Newport Beach Slip Len th Lineal Feet Monthi Rent/L.F. 25 Feet $29.65 28 Feet $34.20 30 Feet $36.75 32 Feet $34.70 ,\ 34 Feet $36.75 36 Feet $39.20 40 Feet $43.95 50 Feet $50.45 58 Feet $55.65 DE 51 20 Feet (inside side tie) $21.90 15 Feet (outside side tie) $26.35 20 Feet (outside side tie) $26.35 22 Feet (side tie) $26.35 30 Feet $35.60 35 Feet $37.35 42 Feet $45.40 45 Feet $48.15 60 Feet $55.65 65 Feet $59,00 74 Feet $62.20 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued VILLA COVE MARINA: Number of slips: 40 Occupancy: No Information, not 100% Time to Harbor Entrance: 20 - 35 minutes (power — Amenities: sail) Amenities: Dock box, showers, and restrooms, free parking. Remarks: Adjacent to Balboa Island amenities. West side of bridge, so longer travel time to harbor entrance if sail. BAYSHORES MARINA: Number of slips: 134 Occupancy: No Information, Not 100% Time to Harbor Entrance: 30 minutes Amenities: Dock box, showers, and Amenities: restrooms, free parking. Basic but well maintained. Remarks: Located in gated community. Off -site amenities not within walking distance. BALBOA MARINA: Number of slips: 132 Occupancy: No Information, Not 100% Time to Harbor Entrance: 25 - 35 minutes (power — sail) Amenities: Dock box, showers, and restrooms, free parking. Remarks: Adjacent to PCH Bridge/ Linda Isle. Airport over flight. _22- GEORGE HAMILTON JONES, INC. 36 MARINA RENTAL RATES 31 to 39 Feet 40 to 49 Feet 50 Feet and Over 0 6 $23.23 to $25.21 $27.64 $33.15 NEWPORT WNES RE50RT WIARINA Newport Beach Sl Length Lineal Feet Month! Rent/L.F._ 29 Feet & Under $23.75 30 to 33 Feet .$29.00 34 to 39 Feet $31.25 40 to 45 Feet $39.50 46 Feet & Over $42.00 ®EAN7A BAYSIDE. VILLAGE MARINA ,Newport Beach. Slip Length Lineal Feet Month9 Rent /L; F. 12 to 19 Feet $21.00 �• , '��' 20 to 29 Feet $25.00 30 to 35 Feet $35.00 36 to 39 Feet $35.00 40 to 45 Feet $45.00 46 to 50 Feet $45.00 Super Slips $45.00 Double Loaders $45.00 GEORGE HAMILTON JONES, INC. 37 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued BAYSIDE MARINA: Number of slips: 102 Occupancy: No Information, Not 100% Time to Harbor Entrance: 10 -15 minutes Amenities: Dock box, showers, Amenities: restrooms, free parking. Remarks: Good street access, close to Remarks: Balboa Island amenities. BALBOA YACHT BASIN: Number of slips: 173 Occupancy: 90% Time to Harbor Entrance: 20 - 35 minutes (power — sail) Amenities: Dock box, showers, and restrooms, free parking. Remarks: Good land access, adjacent marine supply store and boatyard. City owned and operated. Bridge forces longer journey to harbor opening for sail and many powerboats. NEWPORT DUNES RESORT MARINA: Number of slips: 450 Occupancy: 97 % Time to Harbor Entrance: 40 minutes (must pass under bridge) Amenities: Dock box, showers, and restrooms, free parking. Remarks: Clubhouse, pool /spa, boat launch, dry storage and wash rack. Good parking and security. Major negative influence of being inland of the bridge. -23- GEORGE HAMILTON JONES, INC. 38 MARINA RENTAL RATES LIDO MARINA VILLAGE New ort Beach Slip Len th Lineal Feet)- Mdnthl "Rent /L.F. 30 to 39 Feet $35.00 40 to 49 Feet $38.00 50 to 59 Feet $41.00 �' 60 Feet & Over +'? $45.00 ire r 4Cwa Y:i ". ARDELL Nevis ort Beach Slip -Length Lineal Feet Month Rent .F. Under 30 Feet $20.00 42 Feet $32.50 43 Feet $36.00 47 Feet $36.25 s , 50 Feet $37.50 \ 59 Feet $38.00 60 to 69 Feet $38.50 70 Feet $40.00 a, GEORGE HAMILTON JONES, INC. 39 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued DEANZA BAYSIDE VILLAGE MARINA: Number of slips: Occupancy: Time to Harbor Entrance Amenities: Remarks: LIDO MARINA VILLAGE Number of slips: Occupancy: Time to Harbor Entrance: Amenities: Remarks: ARDELL Number of slips: Occupancy: Time to Harbor Entrance: 220 85% 40 minutes (must pass under bridge) Dock box, showers, and restrooms, free parking. Limited amenities, standard features. Inland side of bridge. 60 88%-90% 45 minutes Restrooms, showers, parking in multi -story structure at tenant's expense. With 100 feet pierhead lines, marina includes four 100 - foot cruise ships, one 80 -foot cruise ship, 21 spaces exceeding 50 feet in length. Various lagoon slips. Dock and pier in poor condition. Close to restaurants, theater and retail. 53 88% 30 minutes Amenities: Dock boxes, restrooms, free parking. Well landscaped. -24- GEORGE HAMILTON JONES, INC. .N MARKET ANALYSIS AND HIGHEST AND BEST USE — continued Remarks: Attractive, well - maintained slips and uplands. Close to many restaurants, retail and marina shops. Residual Demand: In the context of this assignment, residual demand is best reflected by the occupancy levels at the various marinas. It should be noted that many marina operators and other professionals active in the marine industry have described an exodus of many boaters from Newport Harbor to Dana Point to the south and Huntington Harbor and Long Beach to the north. This is due to the generally lower slip rates available at these locations. Whether due to this factor or the general downturn in the economy, which has reduced discretionary spending for recreational activities such as yachting, it had become apparent that as of July 2012 there had been a decrease in occupancy in most Newport Harbor marinas since 2010. Availability of slip space is evident by street signs, magazines, and other publications. Although difficult to verify, informed persons have indicated that incentives are being offered to tenants in the form of free rent, reduced terms for extended commitments, and other enticements geared towards maintaining a high occupancy rate. In contradiction to this condition, we have noted an increase in rates at some marinas since 2010. The following table reflects this circumstance. Marina 2010 Rate 2012 Rate Harbor Tower $41.00 $40.00 Lido Peninsula $31.50 $31.50 Villa Cove (45') $36.46 $39.00 Bayshores (60') $50.34 $53.40 Balboa Marina $44.73 $47.80 Balboa Yacht Basin $23.00 $26.71 25 GEORGE HAMILTON JONES, INC. 41 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued Even with recognition of the slip rate increases on some marinas, the current general atmosphere of the marina industry locally is not optimistic. Activity of boat sales, shipyards and other marina services of the boating industry are down. The Balboa Yacht Basin experienced a significant drop in occupancy when the prices where last raised. It has been reported that another price hike is planned by the City. Many observers anticipate that this will result in another decrease in occupancy. Subject Capture: As an unimproved tidelands site with assumed access to the adjacent uplands, the subject property is available for development to a commercial marina facility that could be most efficiently designed to meet prevailing market demands. The following highest and best use section will set out our analysis leading to our conclusion of the configuration of the marina which, in our opinion, would be the maximally productive utilization of the subject site for marina purposes. From our review of the data and interviews with well- informed persons involved in the commercial marina industry, it appears reasonable that a well - informed lessee at the subject property would anticipate an occupancy rate of 90% to 95% as of the July 15, 2012, date of value. As will be seen further on, we used a 93% occupancy rate at the subject property in our valuation analyses. Highest and Best Use - Introduction: The highest and best use of the subject tidelands, as an independent site, is severely restricted by its lack of access to the uplands for support of any commercial use. It would be available for swimming, boating, or fishing as an extension of the main channels in Newport Harbor. The tidelands could potentially be used for offshore moorings; however, lack of uplands parking, restrooms, and dingy launching facilities would present problems of approval from local citizens' groups and certain regulatory agencies. Therefore, as an independent site, the subject property is considered to be of limited economic value. -26- GEORGE HAMILTON. JONES, INC. 42 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued Accordingly, its highest and best use is considered to be in joinder with the adjacent uplands to create an integrated unit that could be developed to a commercial marina. Because the subject does not possess the property right of joinder with the adjacent uplands, it is an extraordinary assumption of this appraisal that it has obtained rights of joinder and can be developed to a commercial marina consistent with prevailing development standards of the affected regulatory agencies, the physical characteristics of the site, and with current market forces. Highest and Best Use — Defined: The reasonably probable and legal use of vacant land or an improved property that is physically possible, appropriately supported, and financially feasible and that results in the highest value. (Source: The Appraisal of Real Estate, Thirteenth Edition, Appraisal Institute) Highest and best use is appropriately analyzed through the filter of the four following criteria: Physically Possible: The subject property's overall size and dimensions must be of sufficient magnitude to accommodate the proposed use. For improved properties, the size, design, and condition of the structure must be able to accommodate the use without unjustified expense. Legally Permissible: The proposed use must conform to existing land use regulations such as general plan designation, zoning ordinances, environmental restrictions, building codes, or other governmental regulations. The use must also be compatible with private limitations such as deed restrictions, easements, leases, and any Covenants, Conditions and Restrictions (CC &R's), if applicable. _27_ GEORGE HAMILTON JONES, INC. 43 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued Financially Feasible: Uses that first meet the above criteria of physically possible and legally permissible are then tested for financial feasibility. Uses that are expected to produce a positive return are considered financially feasible. A positive return is generated when income exceeds the amount required to pay operating expenses, financial obligations, and capital amortization expenses. Maximally Productive: The highest and best use is that financially feasible use, which is both physically possible and legally permissible, and which produces the highest value as of the effective date of the appraisal. Highest and Best Use of the Tidelands as Though Vacant — Analysis: Potential marina configurations for the subject tidelands were tested against the above criteria. The purpose of this study is to determine what, given a vacant tidelands site, the appropriate marina use would be that would yield the greatest return, considering factors such as slip size, potential rent, and vacancy. In order to perform this analysis, the following matters had to be investigated and considered: 1. Determine the total lineal slip length potential of the subject tidelands based upon empirical water area per lineal foot rates established within other marinas within the harbor. 2. Estimate number of potential slips from empirical water area per slip ratios. 3. Estimate the maximally productive mix of slip sizes (marina configuration) based upon physical constraints, empirical evidence, and market demand. 4. Compute the upland land area requirement based on 0.60 parking spaces per slip plus area for restrooms, showers and other marina support amenities. Bill GEORGE HAMILTON JONES, INC. 44 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued As indicated previously, we performed a survey of the existing marinas in Newport Harbor with 30 or more slips. Some examples of water and improvement area allocations within these data are as follows: Bahia Corinthian Yacht Club — new marina 1993 Water Area: 87,325 sq. ft. 79 Slips: 1,105 sq. ft. water area per slip 3,017 lineal feet: 38.2 lineal feet per slip Water area/ lineal foot: 28.9 sq. ft. Balboa Marina: This marina facility was recently upgraded. The total number of slips was reduced from with 132 spaces to 105 spaces in order to accommodate increased boat beams and handicap mandated improvements. Water Area: 122,000± sq. ft. 105 Slips: 1,162 sq. ft. water area per slip 3,486 lineal feet: 33.2 lineal feet per slip Water area/ lineal foot: 35.0 sq. ft. Bayside Marina: Water Area: 129,000 sq. ft. 102 Slips: 1,265 sq. ft. water area per slip 3,732 lineal feet: 36.6 lineal feet per slip Water area/ lineal foot: 34.6 sq. ft. Ardell Marina: Water Area: 56,000 sq. ft. (tidelands), 84,746 gross (fee interest in water area 53 Slips: 1,599 sq. ft. gr. water area per slip 2,544 lineal feet: 48 lineal feet per slip Water area/ lineal foot: 33.31. sq. ft. WO GEORGE HAMILTON JONES, INC. 45 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued Villa Cove Marina: Water Area: 49,080 sq. ft. 42 Slips: 1,169 sq. ft. water area per slip 1,438 lineal feet: 34.2 lineal feet per slip Water area/ lineal foot: 34.1 sq. ft. As a result these analyses we formed the opinion that a well - informed lessee of the subject tidelands parcel, under the extraordinary assumption of joinder with the uplands, would consider the following marina configuration reflective of the highest and best use of the parcel given the physical characteristics of the site; prevailing land use regulations and market demand. U.S. Bulkhead Line Length: 700 Feet U.S.Pierhead Line Depth: 80 Feet Total Tidelands Area: 56,000 Square Feet Subject Marina Configuration Size of Slips Number of Slips Total Lineal Feet Up to 20' 4 72 20' to 29' 6 150 30' to 39' 12 420 40' to 49' 15 638 50' to 59' 5 270 60' and Lareer V 3 195 Totals 45 1,745 Water Area: 56,000 sq. ft. 45 Slips: 1,244 sq. ft. water area per slip 1,745 Lineal feet: 38.8 lineal feet per slip Water area/ lineal foot: 32.1 sq. ft. This opinion of the highest and best use configuration of the subject tidelands carries with it an implicit uplands land area requirement to support the marina operation. As set out in the discussion of parking requirements presented earlier, it is our judgment that a well- informed -30- GEORGE HAMILTON JONES, INC. 46 MARKET ANALYSIS AND HIGHEST AND BEST USE — continued lessee of subject tidelands would anticipate that there is a reasonable probability that the current City of Newport Beach zoning code parking ratio requirement of 0.75 parking spaces per slip could be reduced to 0.60 spaces per slip. This is consistent with approvals in a variety of jurisdictions through the State. Therefore, under the highest and best use marina configuration presented above, the uplands land area requirement can be computed as follows: 45 slips x 0.60 = 27 parking spaces required 27 parking spaces @ 350 sq. ft./ space = 9,450 sq. ft. Bathrooms, showers, storage, office, walkways = 550 sq. ft. Total uplands land area required: 10,000 sq. ft. Highest and Best Use as Improved: The subject is considered to be a vacant tidelands parcel with no improvements. -31- GEORGE HAMILTON JONES, INC. 47 VALUATION GEORGE HAMILTON JONES, INC. 48 VALUATION Introduction: The property that is the subject of this market rent valuation analysis is an independent, vacant tidelands parcel. As an independent site, it has no access to the uplands for utilities or marina- supporting land uses such as parking, restrooms and showers. In order to develop a meaningful analysis of the market rent of the subject tidelands as dedicated to commercial marina use, we have invoked the extraordinary assumption that this vacant tidelands site has joinder with the adjacent uplands. The economic motivations for and implications of joinder for both the uplands owner and the tidelands owner must be analyzed in order to appropriately address fair market rent for the tidelands as part of an integrated commercial marina operation. This process begins with an understanding of the value of each as independent sites. As the following pages will show, the value (and anticipated annual return) of the uplands as an independent site dramatically exceeds that of the tidelands as an independent site. It is one of the key tenets of highest and best use that the well - informed owner of a property will seek the maximally productive use of his property. Therefore, it is implicit in any well- informed joinder of properties that both parties should benefit by this joinder in the form of an enhancement on their annual return as independent sites. If either of the properties did not benefit by the joinder, there would be no motivation for the property to engage in joinder. The unique set of circumstances pertaining to this particular assignment creates interdependence between a specific independent tidelands owner and an equally specific adjacent uplands owner. This interrelationship between parties is termed a bilateral monopoly.' If the joinder of two properties creates an increment in value that is greater than the sum of the two parts as independent sites, then the allocation of that increment becomes the reasonable nexus of negotiations between the parties. ' "A market in which a single seller (a monopoly) is confronted with a single buyer (a monopsony). Under these circumstances, the theoretical determination of output and price will be uncertain and will be affected by the interdependence of the two parties" The Dictionary of Real Estate Appraisal, 5 °i Edition. -32- GEORGE HAMILTON JONES, INC. 49 VALUATION — continued A thorough analysis of these fundamental dynamics of the market is critical in forming a credible opinion of market rental value of the subject property. This will be addressed in Approach l of this valuation. Approach 2 is a method of estimating market rent for the tidelands designed to recognize the fact of the ongoing existence of commercial marinas in Newport Harbor and the established partnership between the uplands and tidelands. This approach allocates the rent between the land and water based on an equalized rate of return for each, considering the highest and best use of each. Both Approach 1 and Approach 2 are based upon empirical market evidence of rents paid for the uplands and tidelands in joinder, the uplands as an independent site, and the tidelands as an independent site. These are then adjusted by appropriate elements of comparison to reflect the specific conditions of the subject property in this analysis. Approach 3 considers market evidence of rents for tidelands only. Because the vast majority of the tidelands leases in Southern California are by jurisdictions which control both land and water, there is a limited supply of this tidelands -only data. In this phase of the valuation, we will discuss the pertinent data available and analyze the relevance of each item as true open market indicators and their appropriateness in shedding light on market rent for the subject. Finally, we will analyze the indications developed from the three approaches to subject market rent and reconcile them to a final value conclusion based upon the relative reliability of each approach. Approach 1: In order to form an opinion of the market rent for the tidelands in joinder with the adjacent uplands, it is appropriate to first analyze the market rent for each parcel as an independent site. This step is required to provide a basis for judging whether joinder is, in fact, the highest and best use for each property. This, in turn, will provide an indication of the level of return in joinder that it would be reasonable for each property to expect to warrant the act of joinder and all that is attendant to such a commitment. -33- GEORGE HAMILTON JONES, INC. 50 MOORING FIELD "F" h 416.16' -- r� � Fi of 9 v 1286 F Fiel Moorin s aa, r r l rn oo:�.ncim. - Area, 228354 hl GEORGE HAMILTON JONES, INC. 51 VALUATION — continued The Tidelands As an Independent Site As was discussed in the Introduction to the Highest and Best Use Section of this report, the subject tidelands as an independent site has limited economic utility because it has no access to the uplands. It could be used for recreational activities such as swimming, boating or fishing, but this would simply be an extension of general harbor uses. The subject tidelands does have some potential to generate an offshore mooring fee as an independent site. While its utility for that use may be somewhat constricted by its narrow dimensions (80 feet wide by 700 feet in length) and the need for a public dinghy launching site for access, a review of the City of Newport Beach offshore mooring fee schedule offers an economic measure of the subject tidelands value if put to such a use. Between 2012 and 2015, the average mooring fee will be approximately $50.00 per lineal foot per year. The average boat length in these mooring fields is approximately 40 feet. Therefore, average rental income to the city would be $2,000 per year per boat. In field F, which has a generally analogous shape to the subject, each boat requires approximately 10,000 square feet of tidelands space. Therefore, the $2,000 rental income per year for each boat requiring 10,000 square feet of tidelands reflects an income of $0.20 per square foot per year. The theoretical subject tidelands site has 56,000 square feet of water area. It follows that if the subject tidelands were put to its highest and best use as an independent site by providing offshore mooring space, it would return approximately $11,200 per year. 56,000 sq. ft. x $0.20/ sq. ft. = $11,200 Therefore, the maximally productive utilization of the subject tidelands as an independent site is represented by an annual return of $11,200, or $0.20 per square foot. -34- GEORGE HAMILTON JONES, INC. 52 George Hamilton .tones, Inc. 53 SUMAIARYOF PERTINENT SALES. DATA Sale No. Location APN Size (S. F.) Date of Sale Price Price per Sq. Ft. Remarks WATERFRONT 049- 150 -01: 1 2623 W. Coast Hwy. 049 - 130 -I1 18,200 1/18/11 55.800,000 5318.68 Older resturant and retail. 20 older slips. Bulkhead recessed 68 feet 6,800 square feet of fee water: 8.000 square feet of City tidelands. 2 2607 W. Coast Hwy 049 - 150 -27 27,103 1/14/10 $8,030,000 $29628 Crab Shack Restaurant plus 400 lineal feet of marina. Sold in (12/07) for $10,750,000 but received by The Securities and Exchange Commission. 3 341 Bayside Dr. 050 - 451 -08 17,816 12/18/09 55,500.000 $308.71 Sold as an improved property with a dated two -story commercial building being renovated /remolded. No water access rights; shared parking. 4 2300 Newport Blvd. 047 - 120 -31 104,980 2/14/04 $18,000,000 5171.46 5 yr. entitlement process with planned demolition of existing improvements and redevelopment with commercial (office) and 2nd floor residential. Old sale - lesser weigh. A'OAI -W ITERFRONT.' 5 50531st Street 047- 031 -03 8,370 7/29/10 $1.901,000 $227.12 Cannery Village: three 30' -90' lots, Opposite corner 047 - 032 -08 sold 4/23/09 for $16124 PA. 6 209 Washington St. 048 - 216 -05 3,000 5/11/06 .$900;000 $300.00 Vacant; adjacent to Balboa Market. '7 608. E. Balboa Blvd. 048 - 116 -04 11;0(10 4/12/06 .$2.900.000 5263.64 Abandoned market. Demolished Sold to City of Newport Beach on 3116110; parking lot now. George Hamilton .tones, Inc. 53 VALUATION — continued Based upon a 5% capitalization rate, this represents a value for the tidelands as an independent site of $224,000, or 56,000 square feet @ $4.00 per square foot. Fee Value of The Uplands as An Independent Site The uplands parcel adjacent to the theoretical tidelands is considered to be vacant land with a zoning of MU-W1 or MU -W2, both of which provide for mixed -use and water- related uses. The sales comparison (market data) approach was used to form an opinion of the value of the uplands adjacent to the subject property as a site independent from the tidelands. Waterfront sites such as these upland properties are considered to have littoral rights of access to the tidelands. The only improvements are the bulkhead, which is the responsibility of the uplands owner to maintain. Four of the seven sales set out on the facing page are situated with frontage on the waterfront. The other three non - waterfront sales are in the sphere of influence of the harbor. These data were selected from amongst the limited supply of commercial sales in the harbor area because, in our judgment, they were most helpful in shedding light on the value of subject's required upland area. A comparability analysis of this data relative to the subject uplands was carried out. Adjustments were made for the differences between the sale and the subject for elements of comparison such as date of sale (trend), location, size, shape, zoning, and improvement contribution. The inland data were considered useful as lower limit indicators. Sale No. 1: 2623 West Coast Highway — January 2011 18,200 square feet net area @ $319 per square foot This transfer is a Mariners Mile site in the mixed -use zone. The gross area is 25,000 square feet with 7,000 square feet of fee water area. The land was unencumbered by lease at the date of sale. There is an additional 8,000 square feet of City tidelands with a total of 20 to 21 older slips. The commercial improvements are in excess of 50 years of age and of below average construction quality. The recent mixed -use zoning enhanced marketability. The buyer also acquired the adjacent parcel (Sale 2). A downward adjustment was made for the interim contribution of the older retail /commercial -35- GEORGE HAMILTON JONES, INC. 54 0. CC Q a Le r F � F •� �f s.n. ur aavuh Ad aCUym �E 2'd � � �= w•ti.....� £ I � n 8 � P cF' ♦� r ,J C3, l 4q / el i tl �� 1 2 ; t e a • u ,y )tl •44 {�. 'arcrYK � 4oS a'4 e.� I i" SL If • � p � � dY d l� a Li z. z 0 z O Q .i. 41 C O V] m 55 VALUATION — continued building and the dock improvements. After adjustments, this sale indicates subject value at $265 per square foot. Sale No. 2: 2607 West Coast Highway —January 2010 27,103 square feet @ $296 per square foot This sale is the Crabshack Restaurant site, which included a 5,100 square foot restaurant built in 1968 and remodeled in 2008. The buyer reportedly improved lease conditions; the prior lease returned less than 3% of sale price. The property includes 400 lineal feet of older slips. In the sates comparison analysis, a downward adjustment was made for the contribution of the restaurant improvement. The revenue from the marina was considered to make a limited enhancement to property value. No price trend adjustment was indicated. After making adjustments for all elements of comparison, the sale indicated subject land value at $250 per square foot. Sale No. 3 341 Bayside Drive — December 2009 17,816 square feet @ $308.71 per square foot This property was substantially improved, but with an older two -story office building that underwent substantial renovations after purchase. No rights of water access are attendant to this property. Allocation of an estimated improvement contribution of $1,000,000 develops an extracted land value indication on the order of $250 per square foot. In the reconciliation, lesser weight was given to this sale due to the uncertainties in estimating the value contribution of the improvement. v Sale No. 4 2300 Newport Boulevard — February 2004 104,980 square feet @ $171.45 per square foot This sale occurred eight years prior to the date of value and would typically not be included in a sales comparison analysis but for the very limited number of transfers of waterfront commercial property in Newport Harbor. The general market experienced a substantial increase in value during the period from 2004 to 2007. This was, of course, followed by a reversal and downturn in the market. At the time of sale, the property was improved with an older -36- GEORGE HAMILTON JONES, INC. 56 VALUATION — continued shipyard and office building which were intended to be demolished to make way for a planned mixed -use development. Delays in entitlement and changes in market conditions since receiving approval resulted in no steps towards physical re- development of the property occurring at the date of value. When construction of new improvements finally do occur, it will be necessary to replace and reconstruct portions of the bulkhead. In comparative analysis with the subject upward adjustments were required for trend, size on a unit basis (100,000 square feet for the sale versus 10,000 square feet for the subject), and development obligations. After considering all elements of comparison, this sale indicates a range of subject value from $250 to $300 per square foot. Sale No. 5 505 31st Street— July 2010 8,370 square feet @ $227 per square foot This transfer was included to reflect the level of non - waterfront lands in close proximity to the Harbor. The existing structures are below average improvements with interim use value only. The property has mixed -use zoning. No measureable price trend occurred since date of sale in this area. This transfer is useful as a lower limit indicator of the subject as a waterfront property. Sale No. 6 209 Washington Street —May 2006 3,000 square feet @ $300 per square foot This sale is a small vacant site adjacent to the Balboa Market. On 3/1.6/10 this property was purchased along with Sale 7 (shown below) by the City of Newport Beach to construct a parking lot. This 2006 transfer is primarily included for informational purposes in order to give a perspective on the prices paid for non - waterfront land in immediate adjacency to the Harbor. -37- GEORGE HAMILTON JONES, INC. 57 VALUATION — continued Sale No. 7 608 E. Balboa Blvd. —April 2006 11,000 square feet @ $263 per square foot At the time of sale this property was improved with the 70- year old unoccupied Balboa Market Building. The structure was 5,275 square feet in size. As indicated above, it was purchased by the City on 3/16/10 along with Sale 6. The building was demolished and a parking lot constructed. This transfer also reflects the level of prices paid for non - waterfront commercial land, and is included for informational purposes only. As a result of the investigation of these and other less pertinent data, we concluded that the market value of the upland parcel adjacent to the subject tidelands, as an independent site, is equivalent to $250 per square foot. Uplands as an Independent Site: $250 per square foot Return to the Uplands as an Independent Site Our review of recent sales of waterfront commercial land devoted to restaurants, offices and associated purposes indicates that the return on land value, based on price paid by the sales transaction, rarely achieves more than a 3.0% annual return on the investment. We have observed this phenomenon along the commercial waterfront in Newport Harbor over several decades. This is below the market return that the typical investor in commercial land would anticipate; yet, in our observations, these properties have been bought and sold by well- informed buyers and sellers several times over the years. This phenomenon is explained by the fact the finite supply of waterfront commercial land creates an underlying capital appreciation over time. Therefore, the investor does realize an appropriate return on his investment, albeit not primarily through the annual cash flow, but, rather, through the capital appreciation in the land investment at the time of resale. This is particularly true at the present time where the mixed - use zoning holds out increasing prospects for redeveloping the land with a significant residential component. -38- GEORGE HAMILTON JONES, INC. 58 VALUATION — continued As was presented in the Highest and Best Use Section of this report, our conclusion of the anticipated uplands area required for marina support was 10,000 square feet. The value of this land, based on the foregoing sales comparison analysis, was judged to be $250 per square foot. 1.0,000 sq. ft. x $250/ sq. ft. = $2,500,000 The anticipated annual return as an independent site would be calculated as follows: $2,500,000 x .03 = $75,000 Because the current level of annual cash flow to the investment in the uplands as an independent site is relatively low, there does not need to be a major increment in that return to reach the threshold of motivation for considering an alternative highest and best use. After review of a number of factors, we reached the conclusion that a level of enhancement to a 5% return could interest the well - informed uplands owner in considering joinder with the tidelands parcel to create an integrated marina operation. This represents a 67 % increase (3% to 5 %) in returns over that which would be anticipated with more traditional commercial uses. This 5% return to the uplands, representing an appropriate level of return to warrant joinder by a well. - informed uplands owner, was used in the following analysis of market rent for the tidelands. As will be shown in subsequent pages, we tested the appropriateness of this level of return by considering the economic dynamics of the bilateral monopoly discussed earlier. Marina Revenue Estimate in Joinder In forming our opinion of the highest and best use of the tidelands in joinder we considered the physical constraints of the site, the appropriate land use regulations, and the likely slip rental income that would create the maximally productive marina operation. We reviewed prevailing slip rates throughout the harbor and considered the market preference for larger slips in the current environment. (The subject is considered to be vacant and available to development to its highest and best use, which reflects the market preference for slightly larger slips. It should be noted that existing -39- GEORGE HAMILTON JONES, INC. 59 Summary of Slip Rental Rates June 2012 Summary of Slip Rental Rates Per Lineal Foot Per Month Marina Name 20-24 j 30-39 40-49 50-60 Larger PCH and Newport Blvd. Influence Harbor Tower $22.00 533.00 $37.00 - $46.00 541.00 $45.00 Ardell $20.00 S3250 - 536.00 537.00 - $38.00 $3850 - $40.00 Balboa Marina $20.00 - $32.63 $34.50 - 537.35 $42.25 $47.80 - $53.00 $50.35 - 553.00 Lido Marina Village $35.00 $38.00 $41.00 $45.00 Secondary Streets Ba shores $25.00 - $27.25 533.00 - $36.25 $53.00 $55.90 - $57.00 Balboa Yacht Basin $19.04 $22.42 $26.47 - $27.98 Close to Jetty Bayside Marina $20.00 - $25.00 $33.90 - .$35.55 $42.00 - $45.75 $53.00 $56.25 - $59.35 GEORGE HAMILTON JONES, INC. 60 VALUATION — continued marinas can and do perform renovations to replace older improvements to more appropriately meet market desires.) A summary of slip rental rates by harbor location is presented on the page opposite. After review and analysis of this panorama of data, we formed the following conclusions as to the likely slip rents to be obtained at the subject property given prevailing market conditions as of July 15, 2012. Potential Gross Income Estimate Size of Slip Number of Slips Total Lineal Feet Rate per Lineal Foot Potenial Gross income Up to 20' 4 72 $20.00 $1,440 20' to 29' 6 150 $23.50 $3,525 30' to 39' 12 420 $32.00 $13,440 40' to 49' 15 638 $35.00 $22,313 50' to 59' 5 270 $40.00 $10,800 Larger 3 195 $46.00 $8.970 45 t,745 $60,488 Additional 5% for overhang /sideties: $3,024 Potential Gross Income per Month: $63,512 Annual Potential Gross Income: $762,143 Occupancy Our investigation of previously discussed marinas disclosed vacancy rates of 3% to 12 %. The most representative marinas reflected vacancies between 5% and 10 %. After analysis of this data, which prevailed at the date of value, as well as discussions with marina operators and other professionals involved in a wide range of marine related activities as to general perceptions of the prospects for the industry in Newport Harbor in the future, we concluded that a well- informed operator of the subject marina would anticipate a 7% vacancy rate, which is equivalent to 93% occupancy. -40- GEORGE HAMILTON JONES, INC. 61 VALUATION — continued Potential Gross Income: $762,143 Less Vacancy (7%): ($53,350) Effective Gross Income: $708,793 Accordingly, it is our judgment that the well- informed lessee of the Subject tidelands would anticipate that, at highest and best use in joinder with the adjacent uplands, a marina operation would generate an effective gross income of $708,793 per year. Effective Gross Income: $708,793 per year Percentage Rent of a Marina (Uplands and Tidelands in Joinder) In Southern California, most marina developments are constructed as part of publicly owned projects under the jurisdiction of a governmental entity, such as City, County, or Port District, that controls both land and water. The improvements are typically built by the lessee pursuant to long - term leases of the land and water in joinder. We made an extensive investigation of these existing leases, the details of which provided empirical evidence of the level of percentage rent accepted by the market for land and water in joinder for marina purposes throughout Southern California. The marina projects and governmental jurisdictions that were surveyed are: PROJECT JURISDICTION San Diego Bay Port of San Diego Mission Bay City of San Diego Oceanside Harbor Oceanside Harbor District Newport Harbor Private/ City/ County Sunset Aquatic Park County of Orange/ Private Long Beach Marina City of Long Beach Downtown Shoreline Marina City of Long Beach Los Angeles Harbor Port of Los Angeles Marina del Rey County of Los Angeles -41- GEORGE HAMILTON JONES, INC. 62 VALUATION — continued King Harbor City of Redondo Beach Channel Islands Harbor — Oxnard County of Ventura Ventura Marina Ventura Port District Santa Barbara Harbor City of Santa Barbara The survey data for specific marina percentage rents found at various harbors throughout Southern California are summarized below. This market information was confirmed with managers, lessors and operators. ]urisdiction Slip Rents I San Diego Port District 22% City of San Diego 25 %; Some 20% Dunes, Newport Beach 25% Bridge Restricted Bay Club Newport 31% (Pt. Bay Club Lease) Huntington Harbor Graduated 25% to 35% Marina del Rey 25% Redondo Beach 25% Ventura Harbor 23.5% Channel Islands Harbor 25% These market data items represent negotiated transactions in which both lessee and lessor were acting prudently and knowledgeably and neither was under any undue compulsion to consummate the lease. Recent interviews with participants active in lease negotiations indicated that San Diego Port District, City of San Diego and Ventura Harbor are all attempting to establish a consistent rate of 25 %. In Redondo Beach, a recent arbitration determined a percentage rate at 25 %, even though an older lease remains at 27 %. A recent interview of James Allen of King Harbor in Redondo Beach indicated that in the upcoming revaluation of the Portofino Marina they will lower the current 27% rate to 25 %. Of the 23 marinas in Marina Del Rey, at the date of value all but three were at 25 %. The others were at 20 %. There is no evidence that these percentage rents will be adjusted in the near future even though slip rates in the newer projects are currently at levels approaching those found in Newport Harbor. The proposed Marina del Rey -42- GEORGE HAMILTON JONES, INC. 63 VALUATION — continued Hotel Marina will reportedly be subject to a rental at 25% of the gross revenue. From the panorama of empirical data presented above, it is apparent that 25% of slip revenue is almost universally accepted as an appropriate percentage to be applied to leases of marinas with uplands and tidelands operating in joinder. Accordingly, we concluded that a rental rate of 25% of gross revenues at the subject property would be well supported if the tidelands and appropriate uplands were available in joinder. Percentage Rental Rate — Tidelands & Upland in Joinder: 25% Allocation of Market Rent Between Uplands and Tidelands The foregoing discussions have set out the pertinent criteria, based upon market evidence, in forming an opinion of the market rent for the subject tidelands under the extraordinary assumption of joinder with the adjacent uplands. The appraisal problem is to develop a supportable estimate of what portion of total revenue generated by the marina should be appropriately allocated between the uplands and the tidelands. The procedure to achieve this end involves the following steps: 1. Form an opinion of the Effective Gross Income of the marina operation (land and water in joinder). 2. Determine the market rent due for land and water in joinder by application of the market - derived percentage rent factor of 25 %. 3. Deduct the appropriate return to the uplands that would reflect the enhancement that accrues to the property by virtue of joinder (above the anticipated return as an independent parcel). 4. The residual amount represents the market rent for the tidelands at its highest and best use in joinder with the uplands for marina use. 5. Express the market rent for the tidelands as a percentage of the Effective Gross Income and as Price per Square Foot of tidelands. -43- GEORGE HAMILTON JONES, INC. 64 Marina Income Analysis Size of Slip Number Total Rate per of Slips Lineal Feet. Lineal Foot Gross Income Up to 20' 4 72 S20.00 SL44( 20' to 29' 6 150 523.50 53,52` 30' to 39' 12 420 S32.00 S13,44( 40' to 49' 15 638 535.00 522.31: 50' to 59' 5 270 540.00 S10.80( Larger 3 195 546.00 58_97( 552.198 45 1.745 S60,4K Additional 5% for overhang /sideties: $3,02, Potential Gross Income per Month: 563,51: Annual Potential Gross Income: 5762,14] Occupancy: 93.00% Effective Gross Income per Month: $59,066 Annual Effective Gross Income: 5708,793 Percentage Rent to Land and Water @ 25 %: S177,.198 Uplands Land Area (sq. ft.): 10,000 Value ol'Uplands per Sq. Ft. 5250.00 Indicated Total Value of Uplands: 52,500,000 Percent Return to Uplands: 5.00% Indicated Return to Uplands: S125,000 Indicated .Allocation of Rent to Uplands: S125,000 Indicated Residual Allocation of Rent to Tidelands: 552.198 Tidelands Rent as % of Effective Gross Income: 7.36% Indicated Annual Tidelands Rent per Sq. Ft.: $0.93 Total Water Area (sq. ft.): 56,000 Total Water Area/ Slip: 1,244 Lineal Feet per Slip: 38.8 Water Area per Lineal Foot: 32.1 Average Price per lineal foot: 536.41 GEORGE HAMILTON JONES, INC. 65 VALUATION — continued A summary of these steps is set out below. The details of this analysis are presented on the page opposite. 1. Effective Gross Income: $708,793 2. Market Rent for Uplands and $11.200 Water in Joinder @ 25 %: $1.77,198 3. Allocation Rent to Uplands: $125,000 4. Residual Rent to Tidelands: $52,198 5. Market Rent as % of Gross: 7.36% Market Rent as $ /sq. ft. tidelands: $0.93 As discussed earlier, the unique situation of having a single seller /lessor (a monopoly) and a single buyer (monopsony) creates a bilateral monopoly in which the price (market rent of the tidelands) will be affected by the interdependence of the parties. It is assumed that, as in all open market conditions, both entities are acting in their own best interests with no undue compulsion to complete the transaction, which, in this case, is joinder for marina purposes. The motivation for each party in joinder is to obtain a return greater than they would have received as independent sites. To judge whether the indication of market rent for the tidelands expressed above is reasonable in the light of these bilateral monopoly dynamics, the follow analysis was undertaken. First, the expected annual return for each parcel as an independent site was determined. This has been discussed in the pages above. Uplands Parcel: $75,000 Tidelands Parcel: $11.200 Total Both Parcels: $86,200 The total enhancement by virtue of joinder was determined. Total Revenue in Joinder: $177,198 Total Both Parcels as Independent: ($86,200) Indicated Enhancement: $90,998 -44- GEORGE HAMILTON JONES, INC. 66 VALUATION — continued Therefore, there is a $90,998 "pie" of enhancement to be divided between the two parties. In the analysis above, $50,000 of that "pie" was allocated to the uplands ($75,000 to $125,000). This was considered to be a reasonable threshold level of motivation to entice a well- informed owner of the uplands to commit to joinder for marina use. This $50,000 represents 55% of the "pie" ($50,000/$90,998). It also represents a 67% enhancement on the return for the uplands owner ($75,000 to $125,000). Correspondingly, the tidelands benefits by sharing in 45% of the "pie ". While this is less than a 50/50 split of the enhancement, the income to the tidelands by virtue of joinder is increased 4.66 times, or 366 %. Therefore, while a greater share of the total enhancement is allocated, in whole number terms, to the uplands, the benefit to the tidelands, relative to its value as an independent site, is proportionately far greater than for the uplands. As the definition of a bilateral monopoly states, there is no market - based method for judging the appropriate allocation of enhancement; it is a matter of negotiations between parties and is best analyzed through a test of reasonableness, while acknowledging that both parties must benefit by the transaction 2 In our judgment, most market participants would consider the analysis above to be a fair and reasonable allocation of the total enhancement by joinder between the two parties. Approach I — Conclusion: Based on the foregoing analyses, it is our judgment that the well - informed lessor and lessee would consider the following rent for the tidelands to be supported by market evidence and fair and reasonable: Market Rent as a Percentage of Gross Income: 7.25% to 7.50% Market Rent on a Price per Square Foot Basis: $0.90 to $0.95 ' A 6% return to the uplands would result in a 100% proportional enhancement to the uplands over its return as an independent parcel and a 143% proportional enhancement to the tidelands over its expected return as an independent site. All other things being equal, this would reduce the market rent to the tidelands to approximately 4% of gross revenue. -45- GEORGE HAMILTON JONES, INC. 67 VALUATION — continued Approach 2: As discussed above, the methodology of Approach 2 is designed to give weight to the fact of the ongoing existence of commercial marinas in Newport Harbor and the established partnership between the uplands and tidelands. This approach allocates the rent between the land and water based on an equalized rate of return for each, considering the highest and best use of each parcel. This approach employs a 9 -step analysis which results in an indication of market rent for subject tidelands generated by the marina at its highest and best use. The first three steps in this process are the same as those employed in Approach 1. The subsequent steps are designed to reflect the established relationship between tidelands and uplands as joined to a commercial marina use. In effect, this considers that joinder has already occurred and is operative. The steps are initially listed below, with an explanation of their application following. 1. Estimate the value of the tidelands independent of the uplands. 2. Estimate the value of the uplands independent of the tidelands. 3. Estimate the market rent of the uplands and tidelands in joinder as a marina. 4. Analyze the arithmetic distribution of that rental to the tidelands by the relative area of the tidelands relative to the total area of the tidelands and uplands in joinder (as a marina). 5. Estimate the market rent of the uplands at its highest and best use, expressed as a dollar amount return on the value of the property. 6. Determine the ratio of the arithmetically allocated market rent of the tidelands considered in joinder to the combined market rent of the tidelands and uplands at their respective highest and best use values. 7. Develop a preliminary indication of the apportioned rent to tidelands. -46- GEORGE HAMILTON JONES, INC. 68 VALUATION — continued 8. Adjust apportioned rent in accordance with each component's relative relationship to the actual total rent in joinder. 9. Allocate fair rental value (market rent) between uplands and tidelands as a dollar amount. 1. Estimate the Value of Tidelands Independent of the Uplands: This step was discussed in Approach 1, and the conclusion was as follows: 56,000 sq. ft. @ $0.20 per sq. ft. = $11,200 annual rent Capitalized @ 5% = $224,000, or $4.00 per square foot' 2. Value of the Tidelands Independent of the Uplands: This step was discussed in Approach 1, and the conclusion was as follows: 10,000 sq. ft. @ $250 per sq. ft. = $2,500,000 3. Market Rent of Uplands and Tidelands in Joinder as Marina: This computation derives the total dollar amount of rental due for the subject marina operation at its highest and best use based on the market evidence presented earlier that the appropriate rent for the land and water areas necessary to the operation of a modern marina facility is equivalent to 25% of the total gross slip rental generated within the project. This step was presented in Approach 1 as well. It was derived by multiplying the Effective Gross Income by the market -based percentage rent of 25% as follows: 3 Note: The California Code of Regulations indicates that public lands shall be leased at a percentage of annual gross income, or 9% of the appraised value of the leased land. Based on the capitalized value of the tidelands as an independent parcel of $4.00 per square foot, this 9% criterion would reflect rent of $0.36 per square foot per year. -47- GEORGE HAMILTON JONES, INC. 69 VALUATION — continued Effective Gross Income: Percentage Rent (25 %): Market Rent in Joinder: $762,143 x .25 $177,1.98 4. Determine the Arithmetic Distribution of the Tidelands Relative to the Total Area of Tidelands and Uplands in Joinder: This is simply a mathematical calculation. It distributes the rental to the tidelands in accordance with its area in relation to the combined area of upland and tidelands. The subject tidelands comprise 56,000 square feet of water area. It requires access to 10,000 square feet of uplands to accommodate the required 27 parking spaces and an additional 550 square feet of land for bathrooms, showers, walkways /office to serve the marina use. The total required area for the marina operation is 66,000 square feet. Arithmetic proportion of tidelands = 56,000 = 85% 66,000 Relative distribution of rental to the tidelands as a proportion of the total marina area (land and water) = 0.85 x $177,198 = $150,618 Arithmetic Distribution of Rental to Tidelands by Area: $150,618/yr. 5. Fair Rental Value Uplands In Joinder with the Tidelands: The market indicates that in the Newport Harbor area the well - informed investor can anticipate a far lower return on land value than would be the case in many other locations. This is reasonably ascribed to the capital appreciation potential of the sites, which arises from the limited supply and the lack of comparable alternative locations. Accordingly, based on market evidence, we believe a 5% rate can be supported as market rent for the uplands as of the date of value in joinder with tidelands. As discussed earlier, this reflects the appropriate enhancement of the return to the uplands by reason of joinder for marina use above the return as an independent site. -48- GEORGE HAMILTON JONES, INC. 70 VALUATION — continued The equation applicable to this step is: Fair Rental Value Uplands = Value Uplands x 5% Application to Subject Uplands: $2,500,000 x .05 = $125 ,000 /year Fair Rental Value Uplands in Joinder with Tidelands: $125,000/ year 6. Ratio of the Arithmetically Distributed Market Rent of Tidelands to the Combined Market Rents of the Tidelands and Uplands at Their Respective Highest and Best Uses: As shown in Step 4 above, the maximum dollar rent allocation that can be placed on the tidelands is that which can be calculated as an arithmetic distribution of the rental value of the water and the uplands in accordance with the area of each element. This requires joinder of the two. Without joinder, the value of the tidelands independently, as stated in Step I above, is limited. The function of this step is to adjust this arithmetic relationship between the parts so that the uplands receives an appropriate share of the revenue that is reflective of its highest and best use, with the residual apportioned to the tidelands. This requires an adjustment in distribution of rental revenue from a strictly arithmetic basis to an economic basis reflecting the uplands highest and best use. In order to accomplish this, it is necessary to measure the relationship (ratio), in terms of rent allocation, of the tidelands at its highest and best use (in joinder) to the combined contribution of each part at their individual highest and best uses. The equation applicable to this step is as follows: Ratio = Tideland Rent Apportioned by Area Tideland Rent Apportioned by Area + Upland Rent in Joinder Ratio = $150,618 — $150.6 t8 $150,618x +$125,000 $275,618 = 54.7% -49- GEORGE HAMILTON JONES, INC. 71 VALUATION — continued Ratio of the Rental of the Tidelands by Area to Combined Rental of Each Component at Highest and Best Use: 54.7% 7. Preliminary Indication of Apportioned Rental to Tidelands: This step is simply the application of the above ratio to the tidelands arithmetic portion of the total land and water (in joinder) market rent indication (Step 4). In this way, the uplands receive a return commensurate with its highest and best use while operating in joinder with the tidelands. The equation for this step is: Arithmetic Tidelands Rental by Area x Ratio $150,618 x 0.547 = .$82,388 Preliminary Apportioned Rental to Tidelands: . $82,388/ year This is not the final allocation, since an adjustment must be made to further equalize the return to each component in relation to the actual total revenue generated by the marina use (land and water in joinder). 8. Adjustment of Apportioned Rent: are: Up to this point, we have three rental estimates available. They a) Fair Rental Value Tidelands and Uplands in Joinder as a Marina (Step 3): $177,198 /year. b) Fair Rental Value of Uplands at Highest and Best Use in Joinder (Step 5): $125,000 /year. c) Preliminary Indication of Apportioned Rental to Tidelands Reflecting Joinder (Step 7): $82,388/year. It has been established that the tidelands and uplands in joinder have a provable market rental value. That fair rental value was $177,1.98 per year. -50- GEORGE HAMILTON JONES, INC. 72 VALUATION — continued This total rent must therefore be apportioned respectively so that the tidelands and uplands each receive an adjusted portion of this amount. The relative relationship of the rents should be equivalent to the same proportion to their relative rental values as shown in Items (b) and (c) above. Saying it another way, the summation of the ultimate fair rental values of each element, when in joinder and restricted to the use as a marina, cannot exceed the $177,198 per year. This is the economic rental value of the combined properties. Therefore, a factor must be developed which will adjust each of the independent rental indications so that combined values are equivalent to the total rent for the marina. This is best shown through the following: Total Fair Rental Value Uplands and Tidelands in Joinder as a Marina: $177,198 Preliminary Tidelands Rent: $82,388 Market Rent Uplands at H & B Use: $125,000 Total: $207,388 Required Adjustment Factor = $177,198 - $207,388 = 0.8544 Equalization Adjustment Factor: 0.8544 9. Allocation of Fair Rental Value: This penultimate step is carried out by applying the adjustment factor to the two proportionate rental estimates previously calculated. The equation is therefore: Market Rental Value Tidelands = Adjustment Factor x Preliminary Tidelands Rent and Market Rental Uplands = Adjustment Factor x Market Rent of Uplands at H & B Use -51- GEORGE HAMILTON JONES, INC. 73 VALUATION — continued Market Rental Value Tidelands = 0.8544 x $82,388 and Market Rental Value Uplands Check: = $70,392 per year = 0.8544 x $1.25,000 = $106,800/ year $70,392 + $106,800 = $177,192/ year Tidelands Market Rent Conclusion: $70,392 per year This is equivalent to: 9.93% of Effective Gross Income, or 56,000 square feet @ $1.26 per square foot per year Test Through Capitalized Value Analysis: Our interviews with active market participants (buyers /sellers /operators) in the commercial marina business indicated that, in the current market, operating marinas are typically purchased at a capitalized value of 8 % to 1.0% of the net operating income. Under the assumption that the income derived under the percentage rent represents a portion of the fee owner's net operating income, we tested the indications above by comparing the relative yields to each of the investments (land and water). We did this by using a capitalized value for the tidelands based upon its arithmetic contribution to market rent for the total marina (land and water in joinder), and the upland investment based upon the sales comparison analysis. 1. From Step 4 above, Arithmetic Rental of Tidelands by Area: 85% of $1.77,198 = $150,618 -52- GEORGE HAMILTON JONES, INC. 74 VALUATION — continued 2. Capitalized Value of Tidelands @ 9 %: $150,618 - .09 = $1,673,533 3. Value of Uplands by Sales Comparison Approach: $2,500,000 4. Equalized Rate of Return of Total Value at H & B Use: Capitalized Value of Tidelands: $1,673,533 Value of Uplands: $2,500,000 Total Value: $4,173,533 Effective Return by Market Rent; $177,198 _ $4,173,533 = 4.25% 5. Equalized Allocation of Return Between Tidelands and Uplands at Highest and Best Use: Tidelands: $1,673,533 x .0425 = $71,125 Uplands: $$2,500,000 x .0425 $106.250 $177,375 (Compares to $177,198 by rounding) 6. Indicated Tidelands Rental: $71,125 — This is equivalent to: 10.0% of Effective Gross Income, or 56,000 square feet @ $1.27 per square foot. -53- GEORGE HAMILTON JONES, INC. 75 VALUATION — continued This test based on capitalized value supports the indication of tidelands rent based upon an equalized rate of return for each, considering the highest and best use of each parcel. Approach 2 — Conclusion: Based on the methodology of Approach 2, which was designed to address the interrelationship between tidelands and uplands in terms of equalizing the allocation of market rent for established marinas, it is our judgment that the well - informed lessor and lessee would consider the following rent for the tidelands to be reflective of prevailing market conditions: Market Rent as a Percentage of Gross Income: 10.0% Market Rent on a Price per Square Foot Basis: $1.26 Approach 3: As indicated in the Introduction to this Valuation Section of the report, our search for market data of directly comparable leases of tidelands only for marina use revealed only a limited number of potential data items throughout all of Southern California. According to the records of the Department of Navigation and Ocean Development, less than 10% of the berthing spaces in Southern California involve privately owned uplands. Most of these privately owned marinas are in Newport Harbor. Our investigations uncovered only five leases that were potentially appropriately comparable to the subject for meaningful. comparative analysis. Three of these were in Newport Harbor, one in San Diego, and one in Huntington Harbor. In our judgment, two of the leases in Newport Harbor did not represent open market transactions where each party was "acting prudently and knowledgeably, and ...the price was unaffected by undue stimulus."' We will provide a short discussion of each of the leases to be followed by analysis. We will begin with the three leases in Newport Harbor. a Definition of Market Value: The Dictionary of Real Estate Appraisal, Fifth Edition. -54- GEORGE HAMILTON JONES, INC. 76 VALUATION — continued Bahia Corinthian Yacht Club: Date: May 7, 1998 . Term: 35 Years — New Lease Area of Tidelands: 76,550 Square Feet Rental: 9% of Gross Slip Rental This was a new lease based upon an appraisal prepared by an independent appraiser. The lessor was the City of Newport Beach and the lessee was the Bahia Corinthian Yacht Club. It is considered an open market transaction with neither lessor nor lessee affected by undue stimulus. Bayshores Marina: Date: December 7, 2004 Term: 20 Years with Option Area of Tidelands: 2.297 AC — 100,057 Square Feet Rental: 20% of Gross Slip Rental This lease agreement is an outgrowth of an original lease, which was entered into in 1974, between the County of Orange as lessor and The Irvine Company as lessee. One of the undersigned, George Hamilton Jones, MAI, has personal knowledge regarding the terms of the original lease. In that agreement, rental value was based upon a formula, expressed as percentage rent, that was to be adjusted to account for increasing upland values. It has been reported to this office that there was confusion in implementing these adjustments. As a consequence, by failing to make the appropriate adjustments for increases in land value, the inflationary increases in effective gross rental income (increasing slip rental rates) over time resulted in ever increasing percentage rental rates for the tidelands,' It has been reported that the 20% figure was reached through this misunderstanding and had no basis in independent analysis or reference to supporting market evidence. Our interviews with involved parties indicated ' This phenomenon was implicitly addressed in sensitivity analyses carried out in Approach I and retained in our files. All other elements being equal, a decrease in uplands value results in an increase in indicated percentage rent to the tidelands. Likewise, an increase in uplands land value results in a lower indication in percentage rent for the tidelands. -55- GEORGE HAMILTON JONES, INC. 77 VALUATION — continued that when the new (2004) lease was entered into, no independent appraisal was performed to establish market rent and the prevailing rate of 20% was simply continued. In our judgment, this transaction does not represent an open market exchange for several reasons. First, there was no independent appraisal undertaken to provide an unbiased opinion of market rent. Second, the lessee had a large capital investment in an operating marina; which it could not readily walk away from, for both economic reasons and the fact that it had an obligation to serve existing tenants. Finally, the lessee was California Recreation Company, a subsidiary of The Irvine Company, which, as most readers will know, is a very large property owner with a wide range of business and property interests throughout the Orange County community. This marina is a small part of a very large operation. Therefore, this is considered to be a special buyer /lessee, not reflective of the market generally. The uplands property was purchased in excess of fifty years prior to entering the lease, and it has been essentially dedicated to marina support use. Because of the nominal effective investment in land for this particular lessee, the economic considerations of the lessee are not equivalent to those of a well - informed owner of vacant land at the date of value seeking to develop that land to its highest and best use. In essence, the lessee was not "typically motivated" per the definition of market value. For the above reasons this lease transaction was judged not to meet the standards of a "competitive and open market" and was given nominal weight in this analysis. Swales Anchorage Date of Lease: November 25, 2011 . Term: 3 -Year Interim Lease Area of Tidelands: 1.15 AC — 50,094 Square Feet Rental: $6,000 per Month These tidelands were originally leased by the County of Orange to the Falwell Family, which was leasing the uplands from The Irvine Company, in 1.971. Shortly prior to the revaluation in 1991, the lessee had made a substantial investment in upgrading the marina improvements. -56- GEORGE HAMILTON JONES, INC. 78 VALUATION — continued When the County raised the percentage rent to 20 %, Mr. Falwell actively challenged this level of rent; however, there was no established forum or court for seeking adjudication by any third party entity. Legal counsel was employed by Mr. Falwell in order to seek hearing in which an independent opinion of market rent would be presented. These efforts went up to the level of the County Board of Supervisors, but they refused to consider the matter. With no other legal recourse available, and given the substantial investment in the marina improvements, the Falwell Family had no option but to accept the rent terms. Prior interviews with the principal lessee and his counsel indicated these circumstances created substantial economic hardships that had negative long -term consequences. The 1991 revaluation, which set the rent at 20% of the gross income, is not considered to have had a willing lessee nor was it, in our judgment, reflective of an "open and competitive market." The current lease at Swales Anchorage is between the County of Orange and Palmo Investments as lessee. It is an interim lease with a three - year term, commencing July 1, 2011. The rent is a flat rate of $6,000 per month and is not based upon a percentage rent. The lease indicates that the tenant is challenging the ownership of the tidelands by the County. Because of the conditions of the 1991 revaluation, with an unwilling lessee who sought to challenge the 20% rent terms but could not have the matter heard for independent adjudication (as is the case in other jurisdictions), and the interim nature of the current lease agreement which is based on a flat monthly rate and is concurrently being contested, this is not judged to be an transaction that occurred in an "open and competitive market" with a lessee in circumstances anywhere analogous to having a vacant site available for its highest and best use. Thus, it is not judged to be an open market data item and is given nominal consideration in the market rent analysis. -57- GEORGE HAMILTON JONES, INC. 79 VALUATION — continued Sunset Harbor Marina Date of Lease: January 1, 2000 Term: 40 years Area of Tidelands: A tidelands portion of substantially larger (50± acres) Sunset Aquatic Marina project Rental: 8.5% of gross revenue generated from boat berthing. This marina is located in the westerly portion of Huntington Harbor adjacent to Anaheim Bay in Seal Beach. Access to the open ocean is from Anaheim Bay. This is part of the much larger Sunset Aquatic Marina, which includes a wide range water- oriented recreational activities and services. In additional to the commercial marina, these uses include a launch ramp, dry storage; RV storage, parks, and an on -site shipyard. The lease was of the tidelands -only, for 40 years with the State of California as lessor and County of Orange as lessee. The rent is 8.5% of the gross revenue generated from marina berthing. Glorietta Bay Marina Date of Lease: July 1, 2012 Term: 40 years Area of Tidelands: 140,780 sq. ft. of tidelands only Rental: 11.0% of gross revenue generated from slip rental with a three -year build -up at $11,616 per year to a $95,000 per year minimum against the I I% of the gross. This forty -year lease agreement is of the tidelands only portion of the Glorietta Bay Marina. The tidelands are occupied by a 100 -slip marina at a density of approximately 1,400 square feet per slip. Because the water area made up approximately 50% of the total marina area, the San Diego Unified Port District prorated the Board - adopted rate of 22% (for land and water) at 50% to obtain the I I% for the tidelands alone. The lease was adopted at the San Diego Unified Port District Board Meeting August 1.4, 2012. -58- GEORGE HAMILTON JONES, INC. 80 VALUATION — continued This new 40 -year lease was entered into in recognition of the fact that the lessee would, in the near term, complete a total replacement of the marina improvements. The lease specifically allows for a 40 -year term in order to provide sufficient time for amortization of the $6,600,000 capital investment over the term of the lease. This lease is considered a reasonably negotiated instrument in which both parties were acting in their own best interests, and with an understanding of the economic needs of both parties in obtaining highest and best use. Approach 3 — Conclusion: As spelled out in the analyses above, our understanding of the conditions of two of the leases reviewed — Bayshores Marina and Swales Anchorage — preclude them from being considered appropriate market data items in that they did not meet the standards of an open market transaction. These are the standards of market value as defined by agencies that regulate federally insured financial institutions in the United States and by the Appraisal Institute, the standard of market rent as defined by The Appraisal Institute; and California Code of Civil Procedure (1.263.320). The other data indicated a range of 8.5% to 11.0% of gross revenues for the tidelands only. Among these only one market rental rate was based upon an independent appraisal. This was the 9.0% at the Bahia Corinthian Yacht Club in Newport Harbor. Overall, it is our judgment that this data indicates a range of percentage market rent for the tidelands only of 9.0% to 10.0 %. Market Rent as a Percentage of Gross Income: 9.0% to 10.0% Reconciliation: In this valuation analysis three approaches to judging market rent for the subject tidelands were used. These studies recognized that the subject property is an independent tidelands parcel with no rights of access to the adjacent uplands. Because such access is necessary for the operation of a commercial marina, this valuation invoked the extraordinary assumption that the subject has access to the adjacent uplands. This allowed us to carry G The Appraisal of Real Estate, The Appraisal Institute, I Th Edition, pg. 23. -59- GEORGE HAMILTON JONES, INC. 81 VALUATION — continued out a meaningful analysis of the tidelands as dedicated to commercial marina use. Approach 1 used market evidence to consider the value of both the tidelands and the uplands as independent. This was done in order to gain a frame of reference of the economic benefits, if any, that joinder of the two parcels for marina purposes would generate. Discussions were presented regarding the economic considerations of a bilateral monopoly, and the reasonable expectations of the two parties who undertake joinder. It was recognized that, in joinder, both parties would require an enhancement in the returns over what would be expected as independent sites. The allocation of the enhancement, as set out in the analysis in Approach 1, was shown to be reasonable and fair and consistent what would be expected by well- informed participants acting without any undue stimulus. Approach 1. resulted in an indication of market rent for the subject property of 7.25% to 7.50% of the gross rental income, or $0.90 to $0.95 per square foot of tidelands area. Approach 2 employed the same fundamental economic principles as did Approach 1, but also included analyses designed to equalize the return to each parcel (at its highest and best use in joinder). This approach gave increased weight to the subject tidelands as already effectively joined to the uplands. This is recognized to be a benefit to the tidelands, especially in light of earlier discussions regarding the relative value of the parcels as independent entities. This approach is judged to more closely reflect the condition of an established marina, as opposed to the assumption of vacant land and tidelands that is implicit in Approach 1. The Approach 2 analysis reflected market rent for the subject property of 10.0% of the gross rental income and $1.26 per square foot of tidelands area. Approach 3 involved analysis of tidelands -only leases. Unfortunately, there are very few of these leases in the Southern California region because the vast majority of tidelands leases for marina purposes include joint lease with the supporting uplands. There were three leases in Newport Harbor. One of these, which was given considerable weight in -60- GEORGE HAMILTON JONES, INC. 82 VALUATION — continued this reconciliation, was based upon an independent appraisal of market rent. It was a new lease (as opposed to a lease extension), and was entered into by well- informed parties under no undue influence to consummate the lease. This transaction was the BCYC lease and was based upon 9.0% of the gross revenue generated by slip rentals. A discussion of the conditions surrounding the other two leases in Newport Harbor — Bayshores Marina and Swales Anchorage — led us to conclude that neither one of these leases met the standards of an open market transaction. Accordingly, they were not considered reflective of market rent and were given nominal weight in this reconciliation. Even though they were not based upon independent appraisals, the leases at Glorietta Bay (l l % of gross) and Sunset Harbor Marina (8.5% of gross) represent leases entered into by well- informed participants under no undue influences. At Glorietta Bay, the lease specifically recognizes that the tenant is fully replacing the improvements, and the 40 -year lease term is in recognition of that fact. In our judgment, the open- market tidelands -only lease data represented a range of 8.5% to 11.0 %, with greatest weight given to the BCYC lease at 9.0% because both parties were well- informed, acting in their own best interests, and based their acceptance of lease terms on an independent (3`d party) assessment of market rent. Summary of Indications: Approach 1: 7.25% to 7.50% of gross revenue $0.90 to $0.95 per square foot of tidelands Approach 2: 10% of gross revenue $1.26 per square foot Approach 3: 8.5% to 11.0% of gross revenue In our opinion, Approach 1 most closely represents the theoretical condition of the subject tidelands property as a vacant parcel with a dimension of 700 feet x 80 feet (56,000 square feet) in joinder with 10,000 square feet of vacant adjacent uplands; however, in this reconciliation slightly greater weight was given to Approach 2, which is designed to -61- GEORGE HAMILTON JONES, INC. 83 VALUATION — continued more closely reflect the existing (and operative) joinder of tidelands and uplands as was actually found in Newport Harbor at the date of value. Approach 3 supported this weighting by virtue of the fact that the low end of its indications was above Approach 1. Amongst these tidelands - only data, the 9.0% indication of the BCYC lease was given greatest priority because it was based upon an independent appraisal that was accepted by both parties acting without any undue stimulus for a particular market rent conclusion. In light of all the foregoing, and other less pertinent factors, we formed the opinion that market rent for the subject tidelands property, as dedicated to marina use and considering the extraordinary assumption of joinder with the adjacent uplands parcel, was, as of July 15, 2012, equivalent to: 9.50% of the gross slip rental revenue, or $1.20 per square foot of tidelands. MARKET RENT CONCLUSION 9.50% of gross revenues, or $1.20 per square foot of tidelands -62- GEORGE HAMILTON JONES, INC. 84 GEORGE HAMILTON JONES, INC. 85 CERTIFICATION The undersigned hereby certify that: I . Mr. George H. Jones and Mr. Casey O. Jones have inspected the Newport Harbor tidelands and adjacent uplands on numerous occasions over several decades. The most recent was in the several weeks before and after the date of value. 2. 'ro the hest of our knowledge and belief, the. statements of fact contained in this report. upon which the analyses, opinions, and conclusions expressed herein are hosed. are true and correct. 3. The reported analyses. opinions, and conclusions are limited only by the assumptions and limiting conditions stated herein, and are the personal. unbiased professional analyses. opinions. and conclusions of the undersigned. Those limiting conditions (imposed by the terms of the assignment or by the undersigned) considered to affect the analyses, opinions. and conclusions are contained in this report. 4. We have no present or prospective interest in the property that is the subject of this report. We have no personal interest or bias with respect to the subject matter of this report or the parties involved. We have appraised the subject site on a quarterly basis during the three - year period immediately preceding the acceptance of this assignment. i, The engagement of our Jinn and the. compensation for this assignment are. not contingent upon the development or reporting of a predetermined value or result; or direction in value, that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result. or the occurrence of a subsequent event directly related to the intended use of this appraisal. 6. "["his report is not conditioned upon a requested minimum valuation. a specific, valuation, or the approval of a loan. 7. ' )'his report. and the analyses, opinions, and conclusions contained herein, have been made in conformity with and are subject to the requirements of the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute, and the Uniform Standards of Professional Appraisal Practice. 8. No one other than the undersigned prepared the analyses. conclusions, and opinions, or provided other significant professional assistance concerning the real property interests than arc. the subject of this report. Y. The Appraisal Institute conducts a program of continuing education for its designated members. As of the date of this report. Mr. George Jones and Mr. Case%. Jones have completed the requirements of the continuing education program of the Appraisal Institute. George Hamilton.lones. MAi (State Certified General Real Estate Appraiser No. AG005632) ascv O.Jones i I (Sta le Certilie General Real Estate Appraiser No. AG041862) GEORGE HAMILTON JONES, INC. 86 LIMITING CONDITIONS The Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute require that all assumptions and limiting conditions that affect the analysis be clearly and accurately set forth. To assist the reader in interpreting this report, the primary assumptions and limiting conditions affecting the analysis of the subject properties are set forth below. Other assumptions and conditions may be cited in relevant sections of this report. That the date of value to which the conclusions and opinions expressed in this report apply is July 15, 201.2. Further, that the dollar amount of any value opinion herein rendered is based upon the purchasing power of the American dollar existing on those dates. That the appraisers assume no responsibility for economic or physical factors which may affect the opinion herein stated occurring at some date after the date of value. That the appraisers reserve the right to make such adjustments to the valuation herein reported, as may be required by consideration of additional data or more reliable data that may become available. That no opinion as to title is rendered. Data related to ownership and legal description was obtained from public records, and is considered reliable. Title is assumed to be free and clear of all liens and encumbrances, easements and restrictions, except those specifically discussed in the report. The property is appraised assuming it to be under responsible ownership and competent management, and available for its highest and best use. Investigation of the property's history is confined to examination of recent transactions or changes in title or vesting, if any, and does not include a "use search" of historical property utilization. That no engineering survey has been made by the appraisers. Except as specifically stated, data relative to size and area was taken from sources considered reliable and no encroachment of real property improvements is considered to exist. That maps, plats, and exhibits included herein are for illustration only as an aid in visualizing matters discussed within the report. They should not be considered as surveys or relied upon for any other purpose, nor should they be removed from, reproduced, or used apart from this report. As a premise of this report it is assumed that there is full compliance with all applicable federal, state, and local environmental regulations and laws unless noncompliance is stated, defined, and considered in the following analysis. GEORGE HAMILTON JONES, INC. 87 LIMITING CONDITIONS - continued That no opinion is intended to be expressed for matters which require legal expertise or specialized investigation or knowledge beyond that customarily employed by real estate appraisers. It is assumed that there are no hidden or unapparent conditions of the property that render it more or less valuable. No responsibility is assumed for such conditions or for the arranging of studies that may be required to discover them. The function of this report is to provide an opinion of the value of the real property as herein defined. Under no circumstances should this report be considered as providing any service or recommendation commonly performed by a building inspector, structural engineer, architect, pest control inspector, geologist, etc. 9. No soil report concerning the subject lot was available for our review. This appraisal is based upon the premise that soil and underlying geologic conditions are adequate to support standard construction consistent with highest and best use. 10. That no specific information was available for our review relating to hazardous materials or toxic wastes that may affect the appraised property. Unless otherwise stated in the report, we did not become aware of the presence of any such material or substance during our investigation or inspection of the appraised property. However, we are not qualified by reason of experience or training to identify such materials or substances. The presence of such materials and substances may adversely affect the value of subject property. This valuation is predicated on the assumption that no such material or substance is present on or in the subject properties or in such proximity thereto that it would prevent or impair development of the land to its highest and best use or otherwise affect its value. The appraisers assume no responsibility for the presence of any such substance or material on or in the subject property, nor for any expertise or knowledge required to discover the presence of such substance or material. Unless otherwise stated, this report assumes the subject property is in compliance with all federal, state, and local environmental Laws, regulations, and rules. 11. This appraisal and summary report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 12. Disclosure of the contents of this appraisal report is governed by the By -Laws and Regulations of the Appraisal Institute. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraisers or the firm with which they are connected, or any reference to the Appraisal Institute, or to the MAI designation) shall be disseminated to the public through advertising media, public relations media, news media, sales media, or any other public means of communication without the prior written consent and approval of the authors. GEORGE HAMILTON JONES, INC. 88 SALE 1 Location: 2623 West Coast Highway, Newport Beach Assessor's Parcel: 049 -150- 01;049- 130 -11 Seller: Wells Fargo Bank, H.G. Trust, PCH Restaurant and Marina, LLC Buyer: Recording Data: Date Recorded: January 18, 2011 Document No.: 30551 Sale Price: $5,800,000 Price Per Sq. Ft. Land: $232.00 Price Per WFF: $319.00 Site Information: Area: Gross: 25,000 square feet Net: 18,200 square feet Parcel Shape: Rectangular Water Frontage: 100 feet Depth to Pierhead: 80 feet Water Area: 14,800 square feet (6800 square feet fee 8,000 square feet of city tidelands Zoning: MU -W -I (Mixed Use Mariner's Mile) Improvements: Older restaurant / retail building of limited value contribute. 20- 21 slips in water area. Remarks: Same buyer of Sale No. 2. Hold for future mixed -use development. Bulkhead recessed 68 feet. Verification: Russ Fluter, Broker GEORGE HAMILTON JONES, INC. 89 SALE 2 Location: 2607 W. Coast Highway, Newport Beach, CA Assessor's Parcel: 049 - 150 -27 Seller: Robert P. Mosier, Trustee GVECR 11 C Trust Buyer: Mike Moshayedi and Parto Moshayedi, Trustees Recording Data: Date Recorded: January 14, 20 10 Document No.: 21499 Sale Price: $8,030,200 Price Per Sq. Ft. Land: $296.28 Price Per WFF: $71,062 Site Information: Area: 27,103 square feet Parcel Shape: Rectangular (113' x 240') Water Frontage: 113 feet Depth to Pierhead: 80 feet Water Area: 9,040 between bulkhead and pierhead (city tidelands) Zoning: MU -W 1 (Mixed Use Water Related) Improvements: Improved with Joe's Crab Shack Restaurant (5,100 square feet), originally constructed in 1968 and remodeled in 2008. Remarks: This sale property was seized by the Securities and Exchange Commission from prior owner. Sold at auction for $7,300,000 plus 10% auctioneer's fee = $8,030,000. GEORGE HAMILTON JONES, INC. 90 SALE 3 Location: 341 Bayside Drive, Newport Beach, CA Assessor's Parcel: 050- 451 -08 Seller: Mile High Properties, Inc. Buyer: THBK Investments, LLC Recording Data: Date Recorded: December 18, 2009 Document No.: 679617 Sale Price: $5,500,000 Price Per Sq. Ft. Land: $308.71 Price Per WFF: $32,738 Site Information: Area: 17,816 square feet Parcel Shape: Rectangular (168' x 106') Water Frontage: 168 feet Zoning: CM 0.3 FAR (Recreational and Marine Commercial) Improvements: Improved with 2 -story commercial office building (8,293 square feet), originally constructed in 1963 and renovated /remodeled by purchaser after sale. Remarks: A portion of the parking is shared with the adjacent restaurant. This property excludes water rights. GEORGE HAMILTON JONES, INC. 91 SALE 4 View southeasterly from Newport Blvd. View southeast along waterfront. Location: 2300 Newport Boulevard, Newport Beach, CA Assessor's Parcel: 047 - 120 -31 Seller: Blurock Investment A, LLC Buyer: ETCO Investment, LLC Recording Data: Date Recorded: December 26, 2004 Document No.: 150855 Sale Price: $18,000,000 Price Per Sq. Ft. Land: $171.46 Price Per WFF: $38,710 Site Information: Area: 103,237 square feet Parcel Shape: Irregular (465' x 225' average) Water Frontage: 465 feet Depth to Pierhead: 40 feet Water Area: 18,600 between bulkhead and pierhead Zoning: RMC at sale; MU -W2 (Mixed Use Water Related) current Improvements: South Coast Shipyard and Design Center planned for demolition after five -year entitlement process. Building Size: 30,0 1 1 square feet Remarks: The proposed development included 31,000 square feet of retail and office space with 31 residential units on second floor. This is generally comparable to proposed development ideas at Lido Marina Village. Plans include reconstruction and repair of the bulkhead, new boat slips, subterranean parking, and improved public access with the creation of a waterfront pedestrian path. GEORGE HAMILTON JONES, INC. 92 SALE 5 �1 G� u� View northeasterly of Sale I from 31" Street. Location: Assessor's Parcel: Seller: Buyer: Recording Data: Sale Price: Site Information: Area: Parcel Shape: Water Frontage: Depth to Pierhead Water Area: Zoning: Improvements 505 31" Street, Newport Beach, CA 047 - 031 -03 Ann B. McNamee Trust Kerrageous I, LLC Date Recorded: February 22, 2010 Document No.: 3631.88 $1,900,000 Price Per Sq. Ft. Land: $227.00 Price Per WFF: NA 8,370 square feet Rectangular NA NA NA MU -CV (Mixed Use — Cannery Village) Improved with old metal buildings (6,520 square feet) to be occupied by the purchaser. Remarks: Interior, non- waterfront, non -view site within Cannery Village, on the west side of Via Lido and approximately 650 feet southwesterly from the southern end of the subject. GEORGE HAMILTON JONES, INC. 93 SALE 6 c � a C2 i�l � 7 y Location: 209 Washington Street, Newport Beach CA Assessor's Parcel: 048 - 216 -05 Recording Data: Date Recorded: May 1.1, 2006 Document No.: 363188 Sale Price: $900,000 Price Per Sq. Ft. Land: $300.00 Site Information: Area: 3,000 square feet Parcel Shape: Rectangular Water Frontage: NA Depth to Pierhead: NA Water Area: NA Zoning: SP 8 Improvements: Vacant Remarks: Purchased to add to Balboa Market. GEORGE HAMILTON JONES, INC. 94 SALE 7 .� emu} ? .� � °� 1 � • w . 4 fj -y Syr x: 5 - .. �j(�",<<: pN�Sa,� �,� ��SBOy.' m � �IR� Q�if, `' �� ✓.r' `ate (ry.- Location: 608 E. Balboa Blvd., Newport Beach, CA Assessor's Parcel: 048 - 1.16 -04 Recording Data: Date Recorded: April 12, 2006 Sale Price: $2,900,000 Price Per Sq. Ft. Land: $263.00 Site Information: Area: 1 1,000 square feet Parcel Shape: 100 feet X 100 feet Zoning: SP 8 Improvements: 5,275 square foot year old market building. 20 parking spaces Remarks: Building unoccupied at sale. This site and Sale 6 sold to city on 3/16/10 (Doc 124953) — now parking lot. GEORGE HAMILTON JONES, INC. 95 QUALIFICATIONS OF GEORGE H. JONES, MAI Member of the Appraisal Institute Certified General Real Estate Appraiser, State of California, No. AGO05632 Certified General Real Estate Appraiser, State of Nevada, No. 04192 Educational: High School: Pomona High School College: Pomona Jr. College - 1941 . - 1942 Stanford University - 1942 - 1943 University of California at Berkeley (U.S.N.R. transferee) - June 1943 to June 1944 Graduated Bachelor Applied Science (Engineering) - June 1944, University of California at Berkeley (non - interrupted four -year curriculum in three years). Advanced Study: American Institute of Real Estate Appraisers - Candidate Study Courses I and II, August - September, 1950; U.S.C. Engineering School, 1949 -1950 Professional: 10/51 to Date: Independent fee appraiser, primarily serving general Southern and Central California areas, but with experience in Nevada, Arizona, Utah, and Honolulu. Valuation of all classes of real property, residential, residential income; commercial, industrial, agricultural and special purpose. Experienced in problems of fair market value estimations, condemnation, value of lease interest, fair rental estimates, economics of property utilization and others. 1948 - 10151: Real Estate Appraiser, Bank of America, Los Angeles Headquarters. Valuation of all classifications of real property for mortgage loan and fair market value purposes throughout Southern California. 1946 - 1948: Estimator - Engineer and Chief Estimator - Engineer Southern California area, Bank of America - Los Angeles Headquarters Appraisal, secondary duty 1946 - 1946: Stress Group (Engineering) - Douglas Aircraft, Santa Monica 1944 - 1946: United States Navy, Structures Officer, U.S. Navy Air Corps Qualified for court testimony as expert witness on real estate valuations in Superior Courts of Orange, Los Angeles, Riverside, San Diego, San Bernardino, Santa Barbara, San Luis Obispo Counties and Salt Lake City, Utah. Also U.S. Federal Court in Fresno and Los Angeles; U.S. Tax Court in Los Angeles; GEORGE HAMILTON JONES, INC. 96 Qualifications of George H. Jones, MAI Page 2 U.S. Court of Claims in Los Angeles and Honolulu. Appointed as court appraiser within Superior Courts of Los Angeles and Orange Counties and Federal Courts of Los Angeles and Orange Counties. Served as instructor atU.C.L.A. in 1952 -1959. Extension courses on Real Property Valuations, primary and advanced. Since 1963 -1985, Instructor for American Institute of Real Estate Appraisers at various campuses throughout the United States Primary subject taught: Investment Analysis and Litigation Valuation. Lecturer at various seminars for Appraisal Institute, International Right -of -Way Association Representative appraisal clients include, in part, the following: Industrial: Union Pacific R.R., Las Vegas Johns Manville Corp., Corona Cabot, Cabot, and Forbes Beeco Corporation U.S. Motors, Anaheim National Cash Register Co. The Irvine Company Los Angeles County Transit District Commercial: John B. Kilroy Company Southern Counties Gas Co. Frank H. Ayres and Son Sheraton Hotel Disneyland, Anaheim Bank of America Agricultural: M.B.M. Farms, Cucamonga, Etiwanda Bell - Pitzer Groves, Claremont Agro Phosphate Co., Imperial Fresno Counties Residential, Residential Income, Subdivision Acreage: Yellow Cab Company, Los Angeles Ford Motor Co.. Newport Beach LAX Intercontinental Airport, Palmdale Bixby Ranch Company Southern Pacific Company American Can Company Orange County Transit Company Los Angeles Community Redev. Agency Beverly Hills Develop. Co., Beverly Hills Southern California Edison Company The Irvine Company East Anaheim Shopping Center Rancho Mission Viejo, Orange County George Kinsey, Antelope Valley The Irvine Company Hercules Powder Co., San Fernando Southern California Gas Company General Motors Real Estate Division The Irvine Company Southern California Edison Co. Crown Zellerback Company Pacific Electric Co. - S.P.R.R. Gersten Corporation Fritz Burns Foundation Estate of William Cagney Citation Builders GEORGE HAMILTON JONES, INC. 97 Qualifications of George H. Jones, MAI Page 3 Governmental Bodies: California State Attorney General's Office State Department of Finance County Counsel - Santa Barbara & Ventura County Counsel - San Diego Orange County Harbor District San Diego United Port District State Division of Hwys., Districts VII & VIII Los Angeles Dept. of Water & Power State Division of Beaches & Parks County of Los Angeles -Dept. of Beaches U.S. Department of Justice, Lands Division, So. District of California County of Orange, Flood Control District, County Counsel, Right -of -Way Dept., G.S.A. County of Los Angeles, Flood Control District, County Counsel County of Los Angeles, Department of Beaches & Harbors Governmental Bodies (cont'd): City of Buena Park City of Cathedral City City of Corona City of Costa Mesa City of Fullerton City of Hermosa Beach City of Laguna Beach City of Newport Beach City of Redondo Beach City of San Clemente City of Santa Ana City of Santa Barbara School Districts: Westminster School District Newport City School District Savanna School District Fullerton School District San Clemente School District Lending Institutions: Anaheim City Schools Magnolia School District Placentia School District Capistrano School District Chino Unified School District Bank of America, Trust Depts. Security Pacific Bank City National Bank and Trust Co. of Chicago Pico Citizens Bank Newport - Balboa Savings and Loan Crocker - Citizens Bank Union Bank and Trust Company of Los Angeles GEORGE HAMILTON JONES, INC. 98 Qualifications of George H. Jones, MAI Page 4 Attornevs: Best, Best & Kreiger, Riverside - Barton Gaut Santa Fe Southern Pacific Corp., Los Angeles - Anthony P. Parrille Gibson, Dunn & Crutcher, Los Angeles - William Stinhart, Jr. Gibson, Dunn & Crutcher, Beverly Hills - Robert D. Burch Harwood, Adkinson and Meindl, Newport Beach - Don R. Adkinson Latham & Watkins, Los Angeles - John C. Hall O'Melveny & Myers, Los Angeles - Richard S. Volpert O'Melveny & Myers, Los Angeles - Ed Szczepkowski Nossaman, Guthner, Knox & Elliott - Alvin S. Kaufer Rutan & Tucker - Clifford Frieden Berger & Norton - Richard Norton Robert Waldron - Santa Ana Donald J. Drew - Pasadena Other: South Laguna Sanitation District Laguna Beach Co. Water District Specialized Assignments: Orange County Irrigation District Anaheim Union Water Company In addition to the above general classifications, the undersigned has made valuations of less common properties including, in part, the following: Undeveloped Islands - Upper Newport Harbor, California Beachfront Properties - excess of 200,000 l.f. of ocean or bay frontage involving over 1,000 parcels between San Luis Obispo County and the Mexican border Proposed Marinas - San Elijo Lagoon, Imperial Beach, San Diego County - Harbor Island, City of San Diego Existing Marinas - Newport Beach - Lido Peninsula Yacht Anchorage - 228 slips Bayshores Marina - 134 slips Balboa Yacht Club Marina - 72 slips Balboa Corinthian Yacht Club Marina - 83 slips Lido Marina Village Yacht Anchorage - 99 slips Marina del Rey - Aggie Cal Marina - 113 slips Parcel 44 Marina - 251 slips Parcel I OR Marina - 198 slips Tradewinds Marina - 157 slips Holiday Harbor Marina - 196 slips Catalina Marina - 160 slips Marina del Rey Hotel Marina - 377 slips Villa del Mar Marina - 209 slips GEORGE HAMILTON JONES, INC. 99 Qualifications of George H. Jones, MAI Page 5 Windward Yacht Center Marina - 53 slips Marina Harbor Marina - 614 slips Marina City Marina - 339 slips California YC Marina - 307 slips King Harbor- King Harbor Marina - 852 slips County of Ventura - Anacapa Isle Marina - 483 slips Lyon Copley Corona Assoc. - 950 acre planned community Rancho Mission Viejo - 52,000 acre ranch Santa Cruz Island, California - 58,000 acres 108,000 acres - portion Twenty Nine Palms Marine Base Montana de Oro Ranch - 4,450 acres - Morro Bay Area Eight cemeteries - Los Angeles, San Bernardino, Orange County, Honolulu Dry lake bottom land and desert properties, Antelope Valley Tidelands: Newport Beach, San Diego County, Santa Barbara County Duck Clubs - Antelope Valley Wildlife Habitats, Wetlands - San Diego County, Orange County, Padilla Bay, Washington Sanitary Landfills - Monterey Park, Huntington Beach, Dairyland Real Property Damages: Soil subsidence, slippage, critical soils Division Lessor - Lessee Interests - Oil producing properties Valuation of stock in closely held corporations, Orange, Los Angeles Counties, and Honolulu Estimated damages to residential, commercial, industrial, and park land arising from Santa Barbara offshore oil spill (excess of 500 parcels) Rights -of -Way; power transmission lines, sewer, drainage, avigation easement, railroads (operating, abandoned) Golf Courses: Riverview, Irvine Coast, Newport Beach, South Laguna Hills, Hillcrest, Los Angeles Country Clubs, Rancho Mirage Country Club, Cresta Verde Golf Course Chandler's Sand & Gravel Mine - Corona Membership in Professional Organizations: The Appraisal Institute (formerly the American Institute of Real Estate Appraisers) President - Southern California Chapter No. 5 (1978) Governing Counselor (1980-1983) International Right -of -Way Association The Appraisal Foundation: _Member Board of Trustees (1987 -1992) Vice Chairman (199 1) Revised 07/28/03 GEORGE HAMILTON JONES, INC. 100 QUALIFICATIONS OF GEORGE H. JONES, MAI Member of the Appraisal Institute Certified General Real Estate Appraiser, State of California, No. AGO05632 Certified General Real Estate Appraiser, State of Nevada, No. 04192 Educational: High School: Pomona High School College: Pomona Jr. College - 1941 - 1942 Stanford University - 1942 - 1943 University of California at Berkeley (U.S.N.R. transferee) - June 1943 to June 1944 Graduated Bachelor Applied Science (Engineering) - June 1944, University of California at Berkeley (non-interrupted four -year curriculum in three years). Advanced Study: American Institute of Real Estate Appraisers - Candidate Study Courses I and II, August - September, 1950; U.S.C. Engineering School, 1949 -1.950 Professional: 1.0151 to Date: Independent fee appraiser, primarily serving general Southern and Central California areas, but with experience in Nevada, Arizona, Utah, and Honolulu. Valuation of all classes of real property, residential, residential income, commercial, industrial, agricultural and special purpose. Experienced in problems of fair market value estimations, condemnation, value of lease interest, fair rental estimates, economics of property utilization and others. 1948 - 10151: Real Estate Appraiser, Bank of America, Los Angeles Headquarters. Valuation of all classifications of real property for mortgage loan and fair market value purposes throughout Southern California. 1946 - 1948: Estimator - Engineer and Chief Estimator - Engineer Southern California area, Bank of America - Los Angeles Headquarters Appraisal, secondary duty 1946 - 1946: Stress Group (Engineering) - Douglas Aircraft, Santa Monica 1944 - 1946: United States Navy, Structures Officer, U.S. Navy Air Corps Qualified for court testimony as expert witness on real estate valuations in Superior Courts of Orange, Los Angeles, Riverside, San Diego, San Bernardino, Santa Barbara, San Luis Obispo Counties and Salt Lake City, Utah. Also U.S. Federal Court in Fresno and Los Angeles; U.S. Tax Court in Los Angeles; GEORGE HAMILTON JONES, INC. 101 Qualifications of George H. Jones, MAI Page 2 U.S. Court of Claims in Los Angeles and Honolulu. Appointed as court appraiser within Superior Courts of Los Angeles and Orange Counties and Federal Courts of Los Angeles and Orange Counties. Served as instructor at U.C.L.A. in 1952 -1959. Extension courses on Real Property Valuations, primary and advanced. Since 1963 -1985, Instructor for American Institute of Real Estate Appraisers at various campuses throughout the United States Primary subject taught: Investment Analysis and Litigation Valuation. Lecturer at various seminars for Appraisal Institute, International Right -of -Way Association Representative appraisal clients include, in part, the following: Industrial: Union Pacific R.R., Las Vegas Johns Manville Corp., Corona Cabot, Cabot, and Forbes Beeco Corporation U.S. Motors, Anaheim National Cash Register Co. The Irvine Company Los Angeles County Transit District Commercial: John B. Kilroy Company Southern Counties Gas Co. Frank H. Ayres and Son Sheraton Hotel Disneyland, Anaheim Bank of America Agricultural: M.B.M. Farms, Cucamonga, Etiwanda Bell - Pitzer Groves, Claremont Agro Phosphate Co., Imperial Fresno Counties Residential. Residential Income. Subdivision Acreage: Yellow Cab Company, Los Angeles Ford Motor Co., Newport Beach LAX Intercontinental Airport, Palmdale Bixby Ranch Company Southern Pacific Company American Can Company Orange County Transit Company Los Angeles Community Redev. Agency Beverly Hills Develop. Co., Beverly Hills Southern California Edison Company The Irvine Company East Anaheim Shopping Center Rancho Mission Viejo, Orange County George Kinsey, Antelope Valley The Irvine Company Hercules Powder Co., San Fernando Southern California Gas Company General Motors Real Estate Division The Irvine Company Southern California Edison Co. Crown Zellerback Company Pacific Electric Co. - S.P.R.R. Gersten Corporation Fritz Burns Foundation Estate of William Cagney Citation Builders GEORGE HAMILTON JONES, INC. 102 Qualifications of George H. Jones, MAI Page 3 Governmental Bodies: California State Attorney General's Office State Department of Finance County Counsel - Santa Barbara & Ventura County Counsel - San Diego Orange County Harbor District San Diego United Port District State Division of Hwys., Districts VII & VIII Los Angeles Dept. of Water & Power State Division of Beaches & Parks County of Los Angeles -Dept. of Beaches U.S. Department of Justice, Lands Division, So. District of California County of Orange, Flood Control District, County Counsel, Right -of -Way Dept., G.S.A. County of Los Angeles, Flood Control District, County Counsel County of Los Angeles, Department of Beaches & Harbors Governmental Bodies (cont'd): City of Buena Park City of Cathedral City City of Corona City of Costa Mesa City of Fullerton City of Hermosa Beach City of Laguna Beach City of Newport Beach City of Redondo Beach City of San Clemente City of Santa Ana City of Santa Barbara School Districts: Westminster School District Newport City School District Savanna School District Fullerton School District San Clemente School District Lending Institutions: Anaheim City Schools Magnolia School District Placentia School District Capistrano School District Chino Unified School District Bank of America, Trust Depts. Security Pacific Bank City National Bank and Trust Co. of Chicago Pico Citizens Bank Newport - Balboa Savings and Loan Crocker - Citizens Bank Union Bank and Trust Company of Los Angeles GEORGE HAMILTON JONES, INC. 103 Qualifications of George H. Jones, MAI Page 4 Attorneys: Best, Best & Kreiger, Riverside - Barton Gaut Santa Fe Southern Pacific Corp., Los Angeles - Anthony P. Parrille Gibson, Dunn & Crutcher, Los Angeles - William Stinhart, Jr. Gibson, Dunn & Crutcher, Beverly Hills - Robert D. Burch Harwood, Adkinson and Meindl, Newport Beach - Don R. Adkinson Latham & Watkins, Los Angeles - John C. Hall O'Melveny & Myers, Los Angeles - Richard S. Volpert O'Melveny & Myers; Los Angeles - Ed Szczepkowski Nossaman, Guthner, Knox & Elliott - Alvin S. Kaufer Rutan & Tucker - Clifford Frieden Berger &'Norton - Richard Norton Robert Waldron - Santa Ana Donald J. Drew - Pasadena Other: South Laguna Sanitation District Laguna Beach Co. Water District Specialized Assignments: Orange County Irrigation District Anaheim Union Water Company In addition to the above general classifications, the undersigned has made valuations of less common properties including, in part, the following: Undeveloped Islands - Upper Newport Harbor, California Beachfront Properties - excess of 200,000 I.f. of ocean or bay frontage involving over 1,000 parcels between San Luis Obispo County and the Mexican border Proposed Marinas - San Elijo Lagoon, Imperial Beach, San Diego County - Harbor Island, City of San Diego Existing Marinas - Newport Beach - Lido Peninsula Yacht Anchorage - 228 slips Bayshores Marina - 134 slips Balboa Yacht Club Marina - 72 slips Balboa Corinthian Yacht Club Marina - 83 slips Lido Marina Village Yacht Anchorage - 99 slips Marina del Rey - Aggie Cal Marina - 113 slips Parcel 44 Marina - 251 slips Parcel ]OR Marina - 198 slips Tradewinds Marina - 157 slips Holiday Harbor Marina- 196 slips Catalina Marina - 160 slips Marina del Rey Hotel Marina - 377 slips Villa del Mar Marina -209 slips GEORGE HAMILTON JONES, INC. 104 Qualifications of George H. Jones, MAI Page 5 King Harbor Windward Yacht Center Marina - 53 slips Marina Harbor Marina - 614 slips Marina City Marina - 339 slips California YC Marina - 307 slips King Harbor Marina - 852 slips County of Ventura - Anacapa Isle Marina - 483 slips Lyon Copley Corona Assoc. - 950 acre planned community Rancho Mission Viejo - 52,000 acre ranch Santa Cruz Island, California - 58,000 acres 108,000 acres - portion Twenty Nine Palms Marine Base Montana de Oro Ranch - 4,450 acres - Morro Bay Area Eight cemeteries - Los Angeles, San Bernardino, Orange County, Honolulu Dry lake bottom land and desert properties, Antelope Valley Tidelands: Newport Beach, San Diego County, Santa Barbara County Duck Clubs - Antelope Valley Wildlife Habitats, Wetlands - San Diego County, Orange County, Padilla Bay, Washington Sanitary Landfills - Monterey Park, Huntington Beach, Dairyland Real Property Damages: Soil subsidence, slippage, critical soils Division Lessor - Lessee Interests - Oil producing properties Valuation of stock in closely held corporations, Orange, Los Angeles Counties, and Honolulu Estimated damages to residential, commercial, industrial, and park land arising from Santa Barbara offshore oil spill (excess of 500 parcels) Rights -of -Way; power transmission lines, sewer, drainage, avigation easement, railroads (operating, abandoned) Golf Courses: Riverview, Irvine Coast, Newport Beach, South Laguna Hills, Hillcrest, Los Angeles Country Clubs, Rancho Mirage Country Club, Cresta Verde Golf Course Chandler's Sand & Gravel Mine - Corona Membership in Professional Organizations: The Appraisal Institute (formerly the American Institute of Real Estate Appraisers) President - Southern California Chapter No. 5 (1978) Governing Counselor (1980-1983) International Right -of -Way Association The Appraisal Foundation: _Member Board of Trustees (1987 -1992) Vice Chairman (199 1) Revised 07/28/03 GEORGE HAMILTON JONES, INC. 105 Brown, Leilani From: Harp, Aaron Sent: Wednesday, September 05, 2012 12:13 PM To: Kiff, Dave; Houston, Rob; Torres, Michael Cc: Brown, Leilani Subject: FW: Committee on Harbor Charges Attachments: Newport Harbor Rent per SF Analysis.xlsx Importance: High Good Afternoon, Attached is Exhibit B to Gary's letter that I forwarded to you this morning. I have blind copied the City Council via this email. Thank you. Aaron C. Harp City Attorney City of Newport Beach 3300 Newport Blvd. Newport Beach, CA, 92658 Phone: (949) 644 -3131 Fax: (949) 644 -3139 Email: aharp @newportbeachca.aov CONFIDENTIALITY NOTICE: The information in this e-mail message is intended for the confidential use of the addressees only. The information is subject to the attorney - client privilege and /or may be attorney work - product. Recipients should not file copies of this e -mail with publicly accessible records. If you are not an addressee or an authorized agent responsible for delivering this e -mail to a designated addressee, you have received this e -mail in error, and any further review, dissemination distribution, copying or forwarding of this e -mail is strictly prohibited. Moreover, such inadvertent disclosure shall not compromise or waive the attorney - client privilege as to this communication. If you received this e-mail in error, please notify us immediately at (949) 644 -3131. Thank you. From: McKitterick, Gary [ mailto: amckitterickCalallenmatkins.com] Sent: Wednesday, September 05, 2012 11:53 AM To: Harp, Aaron; Torres, Michael; Brown, Leilani Cc: Gary Pickett; Tom Purcell; McKitterick, Gary Subject: Committee on Harbor Charges Importance: High Aaron, I have attached a better copy of Exhibit B to the letter I sent to you last night. This is a sensitivity analysis, based on the Rasmuson formula, that illustrates the significant impact of different factual assumptions and the value of water parcels. Each property in the Harbor has different characteristics and has a unique value. My letter identifies the factual errors in the appraisals and this exhibit shows what the appropriate fair 1 106 market rent is for the water parcel(the use of tidelands) using the proper facts. Of course another major issue is a lease form which we have not seen. We are prepared to meet and discuss this matter. Gary S. McKitterick Esq. Partner Allen Matkins Leck Gamble Mallory & Natsis LLP 1900 Main Street, 5th Floor, Irvine, CA 92614 -7321 (949) 553 -1313 (main) (949) 851 -5432 (direct) (949) 751 -8270 (mobile) (949) 553 -8354 (fax) www.allenmatkins.com Allen Matkins IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, please be advised that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used or relied upon, and cannot be used or relied upon, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Confidentiality Notice: The information contained in this electronic e -mail and any accompanying attachment(s) is intended only for the use of the intended recipient and may be confidential and /or privileged. If any reader of this communication is not the intended recipient, unauthorized use, disclosure or copying is strictly prohibited, and may be unlawful. If you have received this communication in error, please immediately notify the sender by return e -mail, and delete the original message and all copies from your system. Thank you. 107 Economic Residual Rent Analysis for Sample Marinas No. of Slips Average LF /Slip Average $ /LF /MO.@ 10016 Average 5 /Slip /Month Tideland Area- Leased(5F) Tideland Area - Fee (SF) Total Tideland Area - Marina Use ($F) Tideland Area per Slip (SF) Tideland Area per LF(SF) Land Area Estimate land to Water Ratio: Effective Gross Marina Revenue @ Total Rent@ 25% of EGI Land Rent(LV @ SIBS /SF x 5%) Residual to Water Percentage of EGI Water Rem/SF 90.09 Ba share Ba side S. Swales Ardell 132 45 54 50 32.3 36.5 35,2 45.0 $36.52 $45.39 $34.45 $34.48 $1,180 $1,657 $1,213 $1,552 100,057 63,400 50,094 56,000 24,243 35 39 26,075 124,300 63,400 50,094 82,075 942 1,409 928 1,642 29 39 26 36 35,000 17,952 14,105 23,110 28.2% 28.2% 29.2% 28.2% $1,681,632 $805,173 $707,212 $837,864 $420,408 $201,293 $176,803 $209,466 (5323,750) 5165,131 ($130,474 ) {5213,771 $96,658 $36,163 $46,329 (54,305) 5.7% 4.5% 6.6% -0.5% $0.78 $0.57 $0.92 (50.05) I Slips 50 50 go LF /Slip 40.0 35.8 go $/LF /MO. @ 100% $40.00 $28.00 go $/Slip /MOmh $1,600 $1,002 and Area Leased(SF) 70,000 70,000 end Area - Fee (SF) 0 0 Tide)and Area - Marina Use (SF) 70,000 70,000 Ind Area per Slip (SF) 1,400 1,400 and Area per LF(SF) 35 39 Area Estimate 11,800 19,740 to Water Ratio 16.9% 28.2% 3 %Vacaney $931,200 EGI @10% Vacancy $541,2961 Rent@ 25% of EGI $232,800 $135,324 Rem 0 @ $185 /SFx 5 %) ($109,150) Land Rent(LV @ S275/SF x 5 %) 5271,425 ual to Water $123,650 ($136,101) ntaee of EGI 13.3% -25,1% M. Newport Harbor -- Economic. Analysis Sensitivity Study Rasmuson_ Scenario 1 Scenario 2 _ Hypothetical _ _ 10% Vacancy _ 6% Vacancy 50 50 50 No. of Slips Average LF /Slip 40.0 40.0 40.0 Average $ /LF /Mo. @ 100% $40.00 $40.00 $40.00 Average $ /Slip /Month $1,600 $1,600 $1,600 Tideland Area - Leased (SF) 70,000 70,000 70,000 Tideland Area - Fee (SF) 0 0 0 Total Tideland Area - Marina Use (SF) 70,000 70,000 70,000 Land Area 11,800 11,800 11,800 Land to Water Ratio 16.9% 16.9% 16.9% Land Value per SF $185 $185 $185 Total Land Value $2,183,000 $2,183,000 $2,183,000 Vacancy Rate 3.0% 10.0% 6.0% Gross Scheduled Income $960,000 $960,000 $960,000 Less Vacancy ($28,800) ($96,000) ($57,600) $931,200 $864,000 $902,400 Effective Gross Income Total Rent @ 25% of EGI $232,800 $216,000 $225,600 Land Rent @ 5% of Land Value ($109,150) ($109,150) ($109,150) $123,650 $106,850 $116,450 Residual to Water Percentage of EGI 13.3% 12.4% 11.9% Water Rent /SF $1.77 $1.53 $1.66 Note: Highlighted cells indicate inputs that differ from the Rasmuson analysis 109 Scenario 3 Scenario;4 Scenario 5 Scenario 6 $27S /SF Land Value $230 /SF Land Value Slip Size /Refit 28.2% Land Area 50 50 50 50 40.0 40.0 35.8 40.0 $40.00 $40.00 $28.00 $40.00 $1,600 $1,600 $1,002 $1,600 70,000 70,000 70,000 70,000 0 0 0 0 70,000 70,000 70,000 70,000 11,800 11,800 11,800 19,740 16.9% 16.9% 16.9% 28.2% $275 $230 $185 $185 $3,245,000 $2,714,000 $2,183,000 $3,651,900 3.0% 3.0% 3.0% 1 3.0% $960,000 $960,000 $601,440 $960,000 ($28,800) ($28,800) ($18,043) ($28,800) $931,200 $931,200 $583,397 $931,200 $232,800 $232,800 $145,849 $232,800 ($162,250) ($135,700) ($109,150) ($182,595) $70,550 $97,100 $36,699 $50,205 7.6% 10.4% 6.3% 5.4% $1.01 $1.39 $0.52 $0.72 110 Scenario 7 Scenario ,8 Scenario;9 Scenario 10 Land Value & Vac .. Land Value,& Vac 6 %,_ _, , _ Land Area & Land'. Value Land Area &.Land Value;. , 50 50 50 50 40.0 40.0 40.0 40.0 $40.00 $40.00 $40.00 $40.00 $1,600 $1,600 $1,600 $1,600 70,000 70,000 70,000 70,000 0 0 0 0 70,000 70,000 70,000 70,000 11,800 11,800 19,740 19,740 16.9% 16.9% 28.2% 28.2% $275 $230 $275 $230 $3,245,000 $2,714,000 $5,428,500 $4,540,200 10.0% 6.0% 3.0% 3.0% $960,000 $960,000 $960,000 $960,000 ($96,000) ($57,600) ($28,800) ($28,800) $864,000 $902,400 $931,200 $931,200 $216,000 $225,600 $232,800 $232,800 ($162,250) ($135,700) ($271,425) ($227,010) $53,750 $89,900 ($38,625) $5,790 6.2% 10.0% -4.1% 0.6% $0.77 $1.28 1 ($0.55) $0.08 111 50 40.0 $41.00 $1,640 70,000 0 70,000 19,740 28.2% $185 $3,651,900 6.0% $984,000 ($59,040) $924,960 $231,240 ( $182,595) $48,645 5.3% $0.69 112 Brown, Leilani From: Harp, Aaron Sent: Wednesday, September 05, 2012 3:21 AM To: Kiff, Dave Cc: Brown, Leilani; Torres, Michael; Houston, Rob Subject: FW: Commercial Marinas Attachments: 20120904163249077.pdf Importance: High Good Morning, Attached, please find correspondence from Gary McKitterick related to the Commercial Harbor Fees matter to be considered by the City Council on September 12, 2012. To avoid any Brown Act issues, I am providing this correspondence to the City Council via a blind copy. I also spoke to Gary yesterday and he emphasized that his clients would vigorously oppose any change that included a percentage rent formula. (See, attached letter.) He did, however, state that his clients would be willing to enter into leases but would only be interested in a 10 year term. In his letter, Gary also raises several questions related to the appraisals. Our office will coordinate with the City Managers Office to analyze the questions raised in the attached correspondence so that the appraisers are in a position to respond to these concerns. Please let me know if you have any questions. Thank you. Aaron Harp - - - -- Original Message---- - From: McKitterick, Gary fmailto: gmckitterick(a)allenmatkins.coml Sent: Tue 9/4/2012 6:08 PM To: Harp, Aaron; Torres, Michael Cc: Brown, Leilani; Dennis D. O'Neil; Tom Purcell; Gary Pickett; McKitterick, Gary; Saulus, Mary Subject: Commercial Marinas Aaron, The City Council has announced it will evaluate the Commercial Harbor Charges on September 12, 2010. 1 am submitting a letter which outlines significant concerns about errors in the City appraisals and the Committee's proposal. Error examples include, but are not limited to, understated land value, understated vacancy, overstated average slip size, overstated average slip rent, understated land to water ratio. These facts have huge impacts on value and are illustrated in the Sensitivity Study attached to my letter. As you know we have an expert appraiser assisting us in our review who is highly recognized among his peers. Aaron the facts and assumptions in the City reports need to be corrected and reviewed by the public before a meaningful discussion on rent can be conducted. We are available to meet and discuss the facts in more detail. Gary S. McKitterick Esq.< http:// www .allenmatkins.com /attorney.asp ?gmckitterick> Partner Allen Matkins Leck Gamble Mallory & Natsis LLP 1900 Main Street, 5th Floor, Irvine, CA 92614 -7321 (949) 553 -1313 (main) (949) 851 -5432 (direct) (949) 751 -8270 (mobile) (949) 553 -8354 (fax) www.aIIenmatkins. com <http: / /www.aIlenmatkins.com> 113 Allen Matkins IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, please be advised that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used or relied upon, and cannot be used or relied upon, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Confidentiality Notice: The information contained in this electronic e -mail and any accompanying attachment(s) is intended only for the use of the intended recipient and may be confidential and /or privileged. If any reader of this communication is not the intended recipient, unauthorized use, disclosure or copying is strictly prohibited, and may be unlawful. If you have received this communication in error, please immediately notify the sender by return e-mail, and delete the original message and all copies from your system. Thank you. 114 Allen Matkins Leck Gamble Mallory & Natsis LLP 1900 Anomeys at Law Allen Maddns 1900 ain Street, 5'° Floor I Irvine, CA 92614 -7321 Telephone: 949.553.13131 Facsimile: 949.553.8354 www.allenmalkins.wm Gary S. eMcKilterick E- mail: gmekiaerick rr allenmatkins.com Direct Dial: 949.851.5432 File Number: 372184- 00002/OC963365.02 Via Electronic Mail August 30, 2012 Aaron Harp, Esq. City Attorney City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92658 -8915 Re: Newport Harbor - Market Rent Determination Appraisal Process Dear Aaron: As a follow -up to our recent meetings and conversations regarding Newport Harbor Charges, we are concerned about the most recent information posted on the City website on August 29, 2012. As we have discussed, the changes being proposed by the Committee on Harbor Charges will have far reaching impacts and potentially very negative consequences. Each decision made by the City should be based on a thorough evaluation of facts, a sound analysis of impacts and unintended consequences and a commitment by the City of Newport to achieve a fair and balanced resolution. As you are well aware, the current economic environment both locally, statewide and nationally is severely challenged. The marine industry is depressed and the adverse economic climate shows little signs of recovery. It is therefore troubling that the Committee on Harbor Charges is recommending an increase of over 420% in rent at a time when the economics of the Harbor are fragile. Furthermore, the City intends to impose new lease agreement which my clients do not want and to require new and increased fees on commercial and residential owners in the Harbor. We are very concerned about the direct and indirect adverse impact by such City actions on the viability of the Harbor. Newport Harbor is the jewel of the City and it is essential that the City support the businesses and residents who own land adjacent to the Harbor or who own or operate marine related businesses. We strongly believe there is a fair and rational rent adjustment which can satisfy the City's desire to charge fair market rent for the use of tidelands and at the same time be sensitive to the marina operators and soften the impact of the significant rent increase. In our numerous discussions and in the most recent City publications, it is agreed by everyone that Newport Harbor is unique among harbors in Southern California. One of the significant differences in Newport, unlike other harbors, is the land adjacent to the tidelands is Los Angeles I Orange County I San Diego I Century City I San Francisco I Walnut Creek 115 Allen Matkins Leek Gamble Mallory & Natsis LLP Artomeys at Law Aaron Harp, Esq. August 30, 2012 Page 2 privately owned and controlled. This important unique Harbor characteristic must be taken into consideration and evaluated thoroughly before rent is proposed. The methodology used to determine fair market rent for the use of tidelands in Newport Harbor for more than 30 years has been to analyze information on an economic basis allocating value between land and water. The fair market value has always been paid by the marina operators through a permit using a per square foot formula. The City has proposed changing annual permits to leases with percentage rent, which my clients will vigorously oppose. We do not want the Government intruding in private books and records. A short term lease (provided the terms of the lease are acceptable) with a per square foot rent is a reasonable approach, however under no circumstances will we accept rent based on a percentage of revenue. The City of Newport Beach recently commissioned 2 appraisers to complete an analysis of the Harbor; however, only the Gary Rasmuson report provided a formula to conduct an economic analysis. Mr. Netzer failed to conduct the economic analysis which is essential to determine value in this unique Harbor. This omission is particularly troubling after numerous meetings with the City on the type of analysis necessary to achieve a fair and accurate conclusion on value. The Netzer report seems to be limited in scope and is only an update from 2006 and is not a complete and thorough analysis of the current market conditions in Newport Harbor. The Netzer appraisal lacks a depth of analysis, includes incorrect facts and its conclusions are flawed. We believe that Netzer's scope of work was inadequate and falls below the minimum professional standard. The City should not allow shortcuts in economic reports that may be the basis of rent. The Rasmuson appraisal utilizes the economic method to estimate fair market rent for the commercial use of tidelands. Rasmuson uses a "residual technique" to allocate value to water and land. The formula components are proper for determining value. It is therefore imperative to review carefully the components of the formula and understand and test the sensitivity analysis for each component. This sensitivity review is critical to understanding the impact of each assumed fact on value. By way of example, Rasmuson concludes the average vacancy rate in the current Newport Harbor market is in between 5% and 10% percent and that for every 1% percent change in vacancy rate, the average residual rent per square foot changes by about $0.035. He goes on to say he used a "stabilized vacancy" of 3% in reaching a conclusion of value. The actual vacancy which reflects current conditions must be used to determine current fair market value. The impact of not using the actual Harbor average vacancy of 10% is a swing of $0.245 per foot reduction in rent. Attached as Exhibit "B" is a sensitivity analysis in which the Rasmuson formula is used. It is abundantly clear the significant impact on value when the correct facts are used in the formula. It is essential that the basis of any decision by the City Council be founded on accurate facts. We have identified several factual and methodology errors in the City appraisals which need to be corrected. I have attached as Exhibit "A" a copy of my letter from June 25, 2012 which describes appropriate methodology, Exhibit "B" is a sensitivity analysis for various formula components and Exhibit "C" is a summary of comments to the Netzer and Rasmuson appraisals. 116 Allen Matkins Leek Gamble Mallory & Natsis LLP Atmmeys at Law Aaron Harp, Esq. August 30, 2012 Page 3 I would like to meet with you to discuss the errors in the City process. Iruy yours, - &N (: rS \QrtKittnrir4 GSM:mms Enclosure cc: David Kiff (w /encls.) Dennis O'Neil, Esq. (w /enels.) Tom Purcell (w /enels.) Gary Pickett (w /encls.) 117 Exhibit "A" Allen Matkin s Leck Gamble Mallory & Natsis LLP etLaw Allen Ma;kins 1900 Main Svect, 5" Floor I IrvinS CA 92614-7321 Telephone; 939.553.1313 1 Feesimfle: 999.553.8359 www.ellenmatklmxom Gary S. McKitteriek &maih gmcdtterick@allenmaLtins.com DlrW Dial: 949.851.5432 File Number. 372184-00002K 0958341.01 Via Electronic Mail June 25, 2012 Aaron Harp, Esq, City Attorney City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92658 -8915 Re: Newport Harbor - Market Rent Determination instruction to Appraisers Dear Aaron: We appreciate the City's cooperation to conduct a transparent appraisal process for the Marina's operators in Newport Harbor. My clients felt the meeting atNewport Beach City Hall on June 13, 2012, was a positive event which will help ensure a fair and balanced analysis by the selected appraisers. We have enclosed a copy of the meeting notes which summarizes the points discussed in our meeting. We would appreciate your confirmation that the meeting notes will be delivered to both appraisers retained by the City. The appraisers should consider these points together with other factors they determine to be relevant as they conduct their economic analysis. The City appraisers have been asked to determine the market rental value of the Cities water parcels to be leased to private marina operators. As we have discussed, the basis of the appraisal analysis must meet the "competitive and open market assumption" and estimate the market rental value on the basis of "new leasing purposes ". My clients are available for follow -up discussions with the appraisers including tours of the various commercial Marinas and interviews with the dock managers to understand the Harbor economics. Please contact me with any questions. Very truly �yours, l i" w Gary S. bitAtt�cck GSM:mms Enclosure cc: David Kiff(w /encis.) Dennis O'Neil, Esq. (w /ends.) Tom Purcell (w /encls.) Gary Pickett (w /encls.) Los Angeles I orange County I San Diego 'I Cenhvy City I San Francisco I Walnut Creak Exhibit "A" 118 Newport Harbor- Market Rent Determination Page 1 Newport Harbor - Market Rent Determination Meeting Notes The following items summarize the discussions presented at the meeting at Newport Beach City Hall on June 13, 2012. 1. It was reported that the appraisers have been tasked with valuing a "generic" water parcel, as opposed to performing site- specific valuation analyses. We discussed the fact that the appfaisers would therefore have to select a hypothetical location within the Harbor and hypothesize a marina configuration, including the amount of privately - owned uplands that would have to be devoted to support the marina. In addition, we discussed that the resulting value conclusion would not necessarily apply directly to other water parcels having different locations and /or configurations, 2. We discussed the need to estimate the market rental valuer of the City's water parcels on the basis of "new leasing purposes" (under the assumption thatthere is not an existing marina), not underthe assumption that the current permittee /lessee would be obligated to lease the water parcel In order to retain control and use of their existing marina improvements, including docks, upland improvements, etc. This appraisal basis is required to meet the "competitive and open market" assumption inherent in the cited definition of market rent. Further, we discussed this issue in light of an obligation on the part of the appraisers to analyze any market rental data in terms of whether any lease was a new lease, or a renewal /extension lease. 3. We discussed that the determination of market rent for the water parcels should include an analysis of the costs necessary to bringthe water parcels into use (bulkhead, docks, service utilities, upland improvements, etc.). 4. We discussed that the determination of market rent for the water parcels should include an analysis of the factthat private uplands must be devoted to marina support ' uses in.order to use the City's water parcels, and to analyze the opportunity cost of devoting these upland uses to marina support uses as opposed to potential alternative uses. Further, we discussed the need to perform economic analyses regarding the operations of the hypothetical generic marina in the context of the opportunity cost of using private uplands to support this use and'the resulting impact on market rent. The definition of market rent was discussed at the meeting, and the following common definition from The Dictionary of Real Estate Appraisal, Fifth Edition, was read: `"rhe most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the lease agreement, Including permitted uses, use restrictions, expense obligations, term, concessions, renewal and purchase optlons, and tenant Improvements (ns)." Exhibit "A" -2- 119 Newport Harbor- Market Rent Determination Page 2 5. We discussed the need to consider that there are instances where there are privately - owned water parcels located between the uplands and the City's water parcels. 6. We discussed that the determination of market rent for the water parcels should Include an analysis of the utility and market rent for water only (without the use of adjacent uplands or intervening private water) through an analysis of the City's rent for water -only moorings (recognizing total effective water area required for mooring use). We noted that, as a practical matter, this Is the City's only potential-revenue- producing use of their water parcels If the upland owners devote their property to a different use. 7.. In addition to analyzing available lease Information within Newport Harbor, we discussed that the appraisers should analyze marina lease information in other Southern California harbors (we discussed harbors from Santa Barbara to San Diego), with due consideration through economic analysis of the differences between a marina operator leasing both the uplands and the water parcels based on a single percentage rent and the private uplands /public water ownership situation present in Newport Harbor. 8. We discussed that the appraisers would determine the market rent based both on a percentage of slip rental revenue basis and on a rent per square foot basis. 9. Several of the marina owners noted that they are well aware of the economic . alternatives to devoting their privately -owned uplands to marina support uses, and that they understand the economic impact of continuingto devote their uplands to marina support uses. They also noted that they would be unlikely to devote their property to such use if "starting from scratch" due to the relative values of the property for marina versus non - marina use, but that they currently have extensive investment in property improvements that have yet to be fully amortized, Exhibit "A" 120 Exhibit "B" Exhibit "B" 121 Newport Harbor- Economic Analysis Sonsltivity Study _nnmatern _ $ Mol__ S xena_ibz__ Xanold3 G[ened04 sanaro5_ Su'nted 5nn AA. 2 _ Yanatlo8 Son.".9 10 soenodo]1_ .$130 /lp Wml Value _ Mp Lae/Rent Mz %Imd Ama land Value B Var 1M land VOTO8:VACWt lardnea84n6Valoe _$r.9119 Lend Area A land Value lend NU B VeeG%' ol6dlml 1Ptv.arY 6%Veta, $)15 /SF.IOnd Value N0. of 55, 50 50 50 0 50 50 50 50 50 50 SO 00 9vea8218 /Slip 40.0 40.0 40.0 Alto 40.0 35.8 40.0 40.0 40.0 40.0 40.0 40.0 Average SAF /Md. @10014 VON 54000 $40.00 540.00 $400D $28.00 540,00 54oW 540.00 $40.00 54000 $4190 Average 5 151tp /Mond, 511600 $1,600 $1,60 $1,600 $11600 $1,002 $1,60 $1,600 S1,M0 51,690 $1,600 $1,640 Tideland Area - leased(Sej 20,000 90,06 70,900 20,000 70,000 7owo 70,000 ]0,(100 70,0110 201000 70,611 70,60 ❑delandaea Fee(SF) 0 0 0 0 0 0 0 0 0 0 0 a Total Tldeland Area - Marina are(SH 70,000 70,000 70160 70,000 90,000 70,000 70,06 70,000 20,000 70,00 70,000 7'000 Land Area IL800 ]1,800 11,800 11,810 111800 11b00 19,240 10100 11,86 19,740 19,740 19,740 land ,.Water Ratio 16.9% 16^% 16.9% 16.9% 16.9% 16.9% 2812% 16.9% 16.9% 281% 281% 282% land Valueper SF $165 $185 $165 $275 $230 $185 $185 $275 $130 $275 $230 5185 otaltand Value $2,183,000 52,163.000 52.183,00) 53,245.000 $2J14,a0 $2163,06 53,651.96 $3,745,000 $2,714,100 $5,426 }00 $4seo2M 53,51,900 VaaA,Rxta 39% 10.0% 6A% 10% 3,4 3.0% 3.0% 10.0% 6.0% 3.0% 3.0% 6.0% Gr.ee %oeduled Intom¢ $96,60 $96,000 $96,0o0 59Go uo $980,000 561,440 $96,000 $9F0o00 596,000 $960,00 596,00D 5984,000 lessvaancy ($20,8001 06,000) $57,600) 520 800 529,86 ($38,043) ($28,800) 594000 557,66) ($28,800) 5)8800 1$59,0401 ElfeellveGle55lnWine 59911200 5064,000 596.400 $931,200 59311200 5583,397 $931,200 5064,000 5902,400 $931,200 5931,200 $910,96 Total Rent @15%01 Ear $232,800 $216,00D $225,600 $232,800 $232,13DO 1145,649 $232,800 $216,00 $225.600 $232,MO $232,800 $231,240 Land Rent@ 5 %0f land Value 5109150) $16,]50) ($]09,150 ) I$167,2501 $135.7D0 (5109,150) ($182,595 ) (5162,250 ) (SUS,700) ($271,425 ) (5212.010 15182,595 Reldual to Water 5123,650 $106,850 5116,450 $70.550 $97,10D 536,699 $50205 553,M 589,900 (538,625) SS,790 548.645 Tar Merge aJ EM 13.3% 22.49 22.9% 1,69 100% 631E 5.4% 61X 10.0% a.l% 0.6% 5.3% Water Henf /SF $I." $2.53 $1.66 $1.01 $1.39 $0.52 $0.R $O.A $1.28 ($0.55) $0.08 Nate: Hi9M1RRMed cell; hnfirate cereal, that d(/ferfmm Ilia Rmmwon analysis 122 Economic Residual Rent Analysis for Sample Marinas No. of Slips Average LF /Silp Average VLF/M.. @.100% Average$ /Slip /Month Tideland Area- Leased (SF) Tideland Area - Fee (SF) Total Tideland Aida- Marina Use (SF) Tideland Area per Slip (5F) Tideland Area per LF(SF) Land Area Estimate Land to Water Ratio Effective Gross Marina Revenue .@ Total Rent@ 2S% of EGI Land Rent ILV.@ $185 /SF x5 %) Residual to Water Percentage of EGI Water Rent /SF 10.0% Bnyshore gayside S. Swales Ardeil 132 45 54 So 32.3 36.5 35.2 45.0 $36.52 $45.39 $34.45 $34.48 $1,180 $1,657 $1,213 $1,552 100,057 63,400 50,094 SQ000 24,243 70,000 70,000 26,075 124,300 63,400 50,094 82,075 942 1,409 928 1,642 29 39 26 36 35,000 17,852 14,305 23,110 28.2% 28.2% 28.2% 28.2% $1,681,632 $805,173 $]0],212 $837,864 $420,408 $201,293 $176,803 $209,466 ($323,750) ($165,131) ($130,474) ($213,T71) $96,658 $36,163 $46,329 ($4,305) 5.7% 4.5% 6.6% -0.5% $0.78 $0.57 $0.92 ($0.05) entage of EGI 13.3% -25.1% 123 Rasmuson Modified Hypothetical Hypothetical ofslips 50 50 'age LF /Slip 40.0 35.9 'age $ /LF /Mo. @ 100% $40.00 $28.00 'age $ /Slip /Month $11600 51,002 land Area - Leased SF) 70,000 70,000 land Area - Fee (SF) 0 0 d Tideland Area - Marina Use ISF) 70,000 70,000 land Area per Slip (SF) 1,400 1,400 land Area per IF ($F) 35 39 1Area Estimate 11,800 19,740 1 to Water Ratio 16.9% ?3 %Vacancy $931,200 EGI @30%Vacancy $591,296 I Rent@ 2S% of EGI $232,800 $]35,324 1 Rent(LV @ $185/SF x 5 %) ($109,150) Lantl Rent(LV @ $275 /SFx 5 %) ($2]1,4251 dual to Water $123,650 ($136,101) entage of EGI 13.3% -25.1% 123 Exhibit "C" Exhibit "C" -i- 124 Newport Harbor- Market Rent Determination Page 1 Newport Harbor - Market Rent Determination Comments on the Rasmuson and Netzer Appraisals The City of Newport Beach ( "City ") retained Mr. Gary L. Rasmuson, MAI, SRA of Rasmuson Appraisal Services and Mr. lames B. Netzer, MAI of Netzer & Associates to perform appraisals of the market rental value of various City -owned water parcels in Newport Harbor. The appraisers were asked to conclude the market rental value of the City's parcels on both a percentage basis and a rent per square foot basis. Mr. Rasmuson's appraisal report addresses only commercial marina parcels and is dated August 8, 20121 Mr. Netzer's report addresses commercial marina parcels as well as fuel docks and parcels leased by yacht clubs, non - profit organizations, and other parcels; this report is dated August 10, 2012. The following items summarize comments regarding the two appraisals of the commercial marina parcels; the remaining uses in Mr. Netzel's report are not addressed. Gary Rasmuson, MAI, SRA 1. Mr. Rasmuson did not value any particular property. Rather, he valued two "generic benchmark tidelands" properties. The first is a "larger" parcel, which he defined as a water parcel located near the upper - middle of Newport Bay, near Mariner's Mile, and containing 70,000 square feet with a depth' of 100 feet. The second is a "smaller" parcel which was presumed to contain 15,000 square feet. The Rasmuson appraisal report does not state the presumed depth of the smaller water parcel. Mr. Rasmuson's analysis is subject to the extraordinary assumption= that'an upland parcel is available through joinder for future development of the water parcel as a marina (the presumption is that required parking and an office /restroom building would be provided on the upland parcel). The report states at least three times (including on pages 16, 18, and 49) that, absent an available upland parcel, the highest and best use of the water parcel would be different, and the resulting market rent would be "significantly reduced ". However, the treatment of this issue by Mr. Rasmuson is of great concern. Although Mr. Rasmuson's report repeatedly states that the water must be combined with the land parcel in order for it to be devoted to its most valuable use, the report also states that the highest and best use of the upland parcel'may not be as a marina (page 49). At best (from the perspective of the water parcel), this situation creates a bilateral monopoly', a situation in which both parties have to compromise to reach an equitable result. Unlike in a true bilateral monopoly, however, Mr. Rasmuson concluded that the upland parcel may have the same value, or The depth is the distance that the parcel Is presumed to extend bayward from the bulkhead line. An extraordinary assumption is defined as, "An assumption, directly related to a specific assignment, as of the effective date of the assignment results, which, If found to be false, could alter the appraiser's opinions or conclusions." A bilateral monopoly is defined as a situation where there is both a monopoly (a single seller) and monopsony (a single buyer) in the some market. Exhibit "C" -2- 125 Newport Harbor - Market Rent Determination Page 2 even a higher value, without the attachment of the water parcel and the necessity to devote it to marina support use. The result is that there is a tremendous increment In the rental value of the water parcel if it is devoted to marina use in conjunction with an upland parcel, but no increment in value to the upland parcel. Stated another way, Mr. Rasmuson has effectively concluded that the water parcel needs the upland parcel, but that the upland parcel does not need the water parcel. The problem is that, rather than analyze the impact on market rent of this situation, Mr. Rasmuson simply assumed it away by imposing the referenced extraordinary assumption. in so doing, Mr, Rasmuson reallocated 100% of the economic benefit of the doubt regarding the availability and economic significance of an upland parcel to the water parcel; none of this benefit was allocated to the upland parcel. This is a highly significant factor of the Rasmuson appraisal' - as it states on page 18, "A mooring field was considered and may be a possible use if joinder with an adjacent land parcel is not available; however the rental rates and density of boats per square foot is less than as a marina use and therefore has not been considered in this benchmark valuation as a primary use," The conclusion does not follow from the statement made - it is precisely because the water parcel has far lower utility as an independent parcel (but not vice versa) that the benefits of the combination to the water parcel should be allocated in part to the upland parcel. 3. Mr. Rasmuson's valuation analyses were based in part on his review of a "sample lease agreement ". This agreement was not provided for review, but It was described as containing "42 pages plus addendums and exhibits ". While it is unclear what Is contained in the bulk of the document, there are several elements of Mr. Rasmuson's description of the supposed lease (and his assumptions regarding its terms) that are highly significant to value: Mr. Rasmuson assumed that the lease agreements would be at least 20 years and no longer than 50 years in length. Although Mr. Rasmuson did not address the impact on rent if the lease term is shorter than 20 years, it is obvious that the rent would have to be lower to permit amortization of the required marina improvements in this shorter time period. b. Mr. Rasmuson's description of the assumed rent adjustments (page 17) is unclear. The report contains two headings, "Periodic Base Rent Adjustments" and "Fair Market Adjustment of Rent ", but the report does not describe the relationship between these two items. Although the former describes a five - year term, there is no mention of what methodology would supposedly be used to adjust the rent or the length of time between the market rent adjustments. In addition, the report notes that the "Lessee shall pay for all Lessor's cost of market rent adjustment "; this is a highly unusual lease provision. As written, the tenant would be exposed to market rent adjustments at undisclosed in based on an undisclosed methodology, and would be responsible for unlimited costs incurred by the lessor to impose these adjustments. This lease provision would reduce the market rent of any property subject to its terms. Exhibit "C" -3- 126 Newport Harbor - Market Rent Determination Page 3 C. The lease contains a restriction on transferring or assigning the use of the adjoining upland parcel separately from the leased water parcel. As described, this restriction could preclude redevelopment of the upland parcel during the entire lease term, even assuming that the marina support facilities would be maintained. Mr. Rasmuson described this as a "unique condition ". 4. Mr. Rasmuson used two valuation approaches, a market data (comparison) approach and an economic analysis. The market data approach relied on two categories of marina leases. The first group Is leases of combined upland /water parcels in San Diego Bay, Mission Bay, Newport Harbor, Huntington Harbor, Port of Los Angeles (San Pedro and Wilmington), and Marina Del Rey. The second group is water -only parcels located in San Diego Bay, Newport Bay, Huntington Harbor, and at Santa Catalina Island. While some of the upland /water parcel leases are for new or rebuilt marinas, all but one of the water -only leases are renewals of prior leases where the tenants have extensive investment to protect. On page 31, Mr. Rasmuson described the two Newport Harbor leases from the County of Orange (Bayshore and Swa(es, both of which are reportedly leased at 20% of revenue) as the "best market data ". These leases were further described as renewals where the tenants had "significant Investments in leasehold improvements ". The report states several times, including on pages 31 and 49, that there was "little room for negotiation" given this fact, and that these leases "require consideration for the circumstances under which the leases were negotiated" (page 31). In fact, these leases fail the requirements of the definition of market rent Included by Mr. Rasmuson on page 3, which requires a "competitive and open market ". They also violate the definition of market value included on page 2, which requires that the parties be "typically motivated ". 5. In the analysis and reconciliation discussion on page 31, Mr. Rasmuson described a pending lease renewal for a water -only parcel leased to Glorietta Bay Marina in San Diego Bay. This deal is reportedly at 11% (half of the typical 22% figure for land /water parcels), but it suffers from the same concerns regarding the tenant's investment in leasehold improvements. Missing from this analysis, however, is a discussion of the only new water -only lease found by Mr. Rasmuson. As described by Mr. Rasmuson on page 20, the Coronado Yacht Club is proposing to redevelop its facilities and expand the marina into a water -only property that is not currently leased (and not currently under the jurisdiction of the San Diego Unified Port District). The proposed transaction involves leasing the water parcel to the Port District from the State of California, then subleasing the parcel to the yacht club. The report states that the State has not determined what rent it will charge the Part District, but the sublease for the new water parcel will "start at 8.25 percent of slip rental income and step up to 11 percent°." This transaction is highly significant in that it demonstrates the actions of the market in a situation where the adjacent user desires to use, but does.not need, a water parcel. It is unclear why Mr. Rasmuson failed to analyze this transaction in the summary and reconciliation discussion. Mr. Rasmuson did not disclose the schedule or timing of the increase from 8.25% to 11 %. Exhibit "C" -4- ` #22 Newport Harbor - Market Rent Determination Page 4 6. In,the economic analysis, Mr. Rasmuson repeated the "key assumption" that an adjacent water parcel will be available for combined use with the water parcel (page 31). He further stated, "Key to this formulas is that the uplands and tidelands are assumed to have a common highest and best use, which In this case is as a commercial marina" (page 32). This Is a highly significant and questionable assumption, particularly given his statement on, page 49 that the highest and best use of the upland may not be as a marina. Again, however, Mr. Rasmuson just assumed away this problem. Mr. Rasmuson's economic analysis starts with the conclusion that the total market rent for the combined upland parcel and water parcel would be 25% of slip rental revenues. Mr. Rasmuson then assumed that the generic larger marina would have 50 slips with an average length of 40 feet. After analyzing published rental rates, he concluded that the average rate would be $40.00 per linear foot per month. The then analyzed the implied revenue necessary to provide an adequate return on the value of the upland parcel; this amount is deducted from the total rent to indicate the residual rent to the water parcel. When divided by the collected income, a percentage rent for the water parcel only is indicated. While this analysis is appropriate and necessary', there are significant problems with its application by Mr. Rasmuson, as noted in the following paragraphs. a. Mr. Rasmuson's average slip length of 40 feet is longer than three of the four marinas he analyzed (Bayshore, a portion of Bayside, Swales, and Ardell); the weighted average length of a slip at these marinas is about 35.8 feet. This is significant due to the clear trend toward higher rents with larger slip lengths. While Mr. Rasmuson's concluded average slip size may be achievable on his optimally -sized and shaped generic parcel, it may not be achievable on many of the actual water parcels to be leased. As stated in the report, Mr. Rasmuson relied on published rental rates. It is well known that marina owners are competitive, and frequently offer free rent or other concessions, especially in soft markets like the one currently being experienced. As an example, a quick search of the Web site for the Newport Dunes marina discloses that they were offering 15 %- 20% off their published rates earlier this summer for full -year leases. As such, It appears that Mr. Rasmuson overstated the actual slip rental that could realistically be achieved. C. Mr. Rasmuson stated that the current vacancy rate range for the Newport Harbor marinas is about 0% to 15 %, with most in the range of 10%. Despite this fact, he used a vacancy rate of 3% in his analysis'; this analysis is,unreasonable, The formula referenced in this sentence is Tidelands Rent = Total fair Market Rent - Upland Rent Mr. Rasmuson obviously agrees that the economic analysis is appropriate and necessary, as he states that it was given "about equal weight" with the comparable market Indicators, While Mr. Rasmuson later tested the impact of 5% and 10% vacancy rates, he did so only in the context of analyzing, the market rent per square foot, not in determining the market percentage rent. l MA IWI l -5- 128 Newport Harbor - Market Rent Determination Page 5 especially in light of the overstated slip rent noted above. The vacancy rate he used in this analysis is particularly improper in light of his statement on page 44 that, "The average vacancy rate in the current Newport Harbor market is between 5 and 10 percent. In my opinion,.the current market rent rate should reflect these conditions (emphasis added) ". The use of a higher vacancy rate significantly affects the results of the economic analysis, as will be demonstrated later. To determine the implied land rent that must be deducted in the analysis, Mr. Rasmuson first estimated the size of the land parcel that would be needed to support the hypothetical marina. The methodology he used understated the land area needed by a considerable margin. First, despite stating that the average land area needed for a parking space is 290 to 350 square feet, Mr. Rasmuson used only 300. in addition to being at the low end of the range, this figure does not include buffer.areas and landscaping. Mr. Rasmuson then added 400 square feet for an office / restroom building. Again, however, no buffer area was included. The result of Mr. Rasmuson's analysis is a supposed necessary land area of only 11,800 square feet; which equates to 236 square feet per slip and 5.9 square feet per linear foot of slip space. These figures can be compared with the actual figures for Bayshore Marina, a larger, efficient marina with no office space or other non - marina uses'. Based on measurements taken from an aerial photograph using Google Earth, Bayshore Marina has about 35,000 square feet devoted to parking, landscaping, and restrooms; this equates to 265 square feet of land area per slip (12% higher than the figure used by Mr. Rasmuson) and 8.2 square feet of land area per linear toot of slip (39% higher than the figure used by Mr. Rasmuson). Finally, on page 38, Mr. Rasmuson notes that his conclusions result in a land area to water area ratio for the hypothetical marina of 17 %. This figure should be compared with Bayshore, where the figure is actually 28.2 %, including both owned and leased water areas. Using the actual Bayshore figures results in indications of the actual required land area for the hypothetical subject marina as follows: Item Bayshore (Actual) Indicated Land Area for Subject Area per slip 265 13,250 Area per LF of slips 8.2 16,400 Land to water ratio 28% 19,600 The required land area indicated by this analysis ranges from about 12% to 66% higher than the area used by Mr. Rasmuson. Using the rounded average of these three figures, 16,400 square feet, and accepting all of the other inputs used in Mr. Rasmuson's analysis solely for purposes of this computation, results in a residual market rent to the hypothetical water parcel of $81,100, more than A less efficient marina would have ratios that are even higher than those for Bayshore, making the Rasmuson calculations even less appropriate. r,Xnioit -6- 129 Newport Harbor- Market Rent Determination Page 6 34% below the figure concluded by Mr. Rasmuson. This results in an indicated market rent for the water parcel of 8.7% of collected income (compared to the 133% figure determined by Mr. Rasmuson) and $1.15 per square foot of water area (compared to Mr. Rasmuson's conclusions of $1.77 based on his economic analysis and his ultimate concluded market rent of $1.50 per square foot). The appraiser is clearly aware of the size inconsistency regarding Bayshore, as the Issue is noted on page 42 of the Rasmuson appraisal reports. e. One of the inputs to the Rasmuson economic analysis that was not changed for the adjusted economic analysis described above Is the land value per square foot for the assumed upland parcel used for joinder by Mr. Rasmuson. While his conclusion of land value was $185 per square foot, Mr. Netzer, the appraiser who, performed the second appraisal for the City, concluded that the appropriate land value was actually $275 per square foot. Applying a higher land value in the Rasmuson economic analysis would significantly lower the indicated market rents, both on a percentage basis and a rent per square foot basis. Mr. Rasmuson performed a second analysis to determine the market rent per square foot (see page 42 of the report). First, it should be noted that there is a significant error in the Rasmuson calculations regarding the Bayshore Marina. While the analysis in the report shows that the indicated water rent for this marina is $1.75 per square foot, he incorrectly divided by only the leased tidelands parcel and ignored the owned tidelands parcelta. The correct figure indicated by the Rasmuson analysis for Bayshore is $1.41 per square foot. g. Far more significant than Mr. Rasmuson's computational error is two other errors in the analysis, the assumed associated upland area and the vacancy rate. The land area figures used in Mr. Rasmuson's analysis on page 42 are determined by calculating the required number of parking spaces at 0.75 space per slip, rounding up to the nearest whole number, multiplying by 300 square feet per parking space, and adding 400 square feet for an office /restroom building. The flaws in this analysis are discussed above, particularly in light of the actual figures for Bayshore Marina, which are far higher than what is indicated by Mr. Rasmuson's analysis. The vacancy issue was also discussed above - despite Mr. Rasmuson's statement that most marinas are operating near '10 %vacancy, and despite his statement in the report that current economic conditions should be considered in determining the market rent for water parcels, he inexplicably used a 3% vacancy figure in the rent per square foot analysis. This Is particularly egregious given that Mr. Rasmuson was aware Mr. Rasmuson stated the size of the land area for Bayshore Marina to be 32,800 square feet In the table on page 42; this size appears.low based on measurements taken from Google Earth. Mr. Rasmuson performed the calculation correctly in the analysis of Ardell, where he divided by both the leased and owned water parcels. Exhibit "C" -7- 130 Newport Harbor- Market Rent Determination Page 7 of and reported the actual vacancy rate for three of the four marinas included in this analysis earlier in his report (on page 34) to be 10 % ". Mr. Rasmuson's analysis was recreated with changes made only in the two analysis parameters described in this paragraph. For purposes of this revised analysis, the actual size of Bayshore Marina was used, and the actual vacancy rates of Bayshore, Bayside, and Ardell were used.. Because the land areas of Bayside, Swales, and Ardell are not known, the actual Bayshore land to water ratio (about 28.2 %) was applied to all four marinas. Because Mr. Rasmuson did not report the actual vacancy rate for Swales, the 10% rate reported by Mr. Rasmuson for the other three marinas and stated by him to be typical was used for this analysis. The following table summarizes the results,of this revised analysis. As shown, the impact of Mr. Rasmuson's land area and vacancy rate methodologies are highly significant; the 10% to 14% percentage rent range calculated by Mr. Rasmuson falls to essentially 0% to 6.6 %, while the rent per square foot range of $1.41 to $1.87 falls to essentially $0.00' to $0.92: h. Page 43 of the report contains a sensitivity analysis in which Mr. Rasmuson applied vacancy rates of 3 %, 5 %, and 10% to the prior rent per square foot analysis. While it is reasonable for Mr. Rasmuson to have performed an analysis recognizing that the 3% rate used in the original analysis is far too low to reflect current economic conditions, and that the market rents should reflect the actual current conditions to determine a current market rent (that would be subject to adjustment over time), the figures shown by Mr. Rasmuson are still significantly overstated due to the land area issue. Further, it is unclear why Mr. Rasmuson performed this sensitivity analysis for the rent per square foot, but not in the The fourth marina Included In the analysis on page 42, Swales, Is not shown In the survey on page 34 of the report. As noted, Mr. Rasmuson's reported figure of $1.75 is incorrect. 'rhe indicated figures of essentially zero for Ardell Marina result from slip rental rates that appear to be at the lower end of the range. However, these figures also point out that associating a marina with upland properties that have an alternative highest and best use option may make little or no economic sense for the owner of the upland parcel. Mr. Rasmuson further noted (on page 43). that he used published rates at Ardell, not the actual discounted rates given for use of yacht brokerage slips. Use of the actual rates would further lower the indicated market rents. Exhibit "C" -8- 131 Bayshore Bayside Swales Ardell Rasmuson conclusion - % of EGI 10.0% 14.0% 10.0% 13.0% Corrected calculation - Yo of EGl 5,7% 4.5% 6.6% -0.5°° Rasmuson conclusion - Waterrent /SF $1.41" $1.87 .$1.46 $1.44 Corrected calculation -Water rent /SF $0.78 $0.57 $0.92 ($0.05) As shown, the impact of Mr. Rasmuson's land area and vacancy rate methodologies are highly significant; the 10% to 14% percentage rent range calculated by Mr. Rasmuson falls to essentially 0% to 6.6 %, while the rent per square foot range of $1.41 to $1.87 falls to essentially $0.00' to $0.92: h. Page 43 of the report contains a sensitivity analysis in which Mr. Rasmuson applied vacancy rates of 3 %, 5 %, and 10% to the prior rent per square foot analysis. While it is reasonable for Mr. Rasmuson to have performed an analysis recognizing that the 3% rate used in the original analysis is far too low to reflect current economic conditions, and that the market rents should reflect the actual current conditions to determine a current market rent (that would be subject to adjustment over time), the figures shown by Mr. Rasmuson are still significantly overstated due to the land area issue. Further, it is unclear why Mr. Rasmuson performed this sensitivity analysis for the rent per square foot, but not in the The fourth marina Included In the analysis on page 42, Swales, Is not shown In the survey on page 34 of the report. As noted, Mr. Rasmuson's reported figure of $1.75 is incorrect. 'rhe indicated figures of essentially zero for Ardell Marina result from slip rental rates that appear to be at the lower end of the range. However, these figures also point out that associating a marina with upland properties that have an alternative highest and best use option may make little or no economic sense for the owner of the upland parcel. Mr. Rasmuson further noted (on page 43). that he used published rates at Ardell, not the actual discounted rates given for use of yacht brokerage slips. Use of the actual rates would further lower the indicated market rents. Exhibit "C" -8- 131 Newport Harbor - Market Rent Determination Page 8 determination of percentage rent; as was shown in the adjusted analysis described above, the vacancy rate affects both figures. While not discussed here in detail because the issues are essentially the same, Mr. Rasmuson's economic analysis of the market rent for a smaller marina is similarly flawed and results in an overstated market rent. 8. Mr. Rasmuson performed no analysis of the market rental value of the water parcels as freestanding facilities (for open -water mooring purposes). As noted, Mr. Rasmuson instead overtly assumed that adjacent uplands are available for use with every water parcel. In doing so, he further inherently assumed that the highest and best use of those adjacent uplands was to devote it to marina support use, despite his statement that this may not be the case. 9. The Rasmuson appraisal ultimately concludes that the market rent for water parcels is 17 %19 of collected slip revenue, or $1.50 per square foot per year ($1.40 for a smaller marina). In reaching the percentage rent conclusion, Mr. Rasmuson stated on page 50 that the economic analysis was given "about equal weight to the comparable market data method indicators ". Given the noted flaws in both approaches (both of which overstated the results), the actual market rent on a percentage basis is significantly below 17%. Given the noted flaws and the error in Mr. Rasmuson's analysis of the rent per square foot, the stated conclusions are similarly overstated. James Netzer, MAI 1. The Netzer appraisal of the market rental value of the commercial marina parcels is more remarkable for what is missing than for what is present. The analysis relies purely on a comparison approach to reach the conclusion that the market rent is 20% of collected slip revenue, Despite attending a meeting at City Hall where the need for an economic analysis was discussed, despite being presented with written material documenting the rationale for such an analysis, and despite the conclusion by Mr. Rasmuson that such an analysis was not only necessary but that it warranted equal weighting with the comparison analysis, Mr. Netzer performed no such analysis whatsoever. This fact alone invalidates the Netzer appraisal as support for a reasonable 'determination of the market rent for the City's water parcels. It is disconcerting that the "Scope of Work - Bullet Points" noted in the Netzer appraisal report beginning on page 70 includes many of the items raised by the marina owners and their representatives at the meeting attended by Mr. Netzer, but conspicuously excludes any mention of the following points discussed at the meeting: the need for an economic analysis of marina operations, the need to study the impact of the highest and best use It should be noted that the Rasmuson appraisal report concluded on page 52 that the market percentage rent would have to be allocated between the public and private water parcels in cases where there is prIvately-owned water and publicly -owned water Included in a marina operation. ' Exhibit "C" -9- 132 Newport Harbor - Market Rent Determination Page 9 of the adjacent uplands, the need to study the opportunity cost of using these uplands for marina support uses, and the need to study the economic impact of independent use of the water parcels for open -water mooring. 2. The Netzer report contains materially different information regarding several items of market data. For example, Mr. Netzer states that the pending lease transaction in Glorietta Bay in San Diego County between the Port District and the Cityyof Coronado was based on 22 %,'then wilt be adjusted pro rata based on land area (in his example, if the land area is one - fourth of the total combined area, the rent for the water would be reduced by one - fourth to 16.5 %). Not only does this make no sense whatsoever due to the value difference between the land and the water parcels on a unit basis, it Is inconsistent with Mr. Rasmuson's statement that the actual water rent in this transaction is 11 %, half of the total 22% figure for combined land /water marina leases. Mr. Rasmuson reported that the second pending water -only lease deal in San Diego Bay (Coronado Yacht Club) is also at 11 %; Mr. Netzer states that no such deal has been. reached. Based on the discussion in the Rasmuson report, it appears that Mr. Netzer may be confusing the lease between the State of California and the Port District with the sublease between the Port District and the Yacht Club; the latter is the 8.25% (start rate) to 11% (step -up rate) indication described by Mr. Rasmuson, and it is the relevant indicator as the Yacht Club would be the end user. The Netzer appraisal report contains no recognition that the County of Orange leases in Newport Harbor (Bayshore and Swales) were both a continuation of prior leases where the tenants had extensive investment in improvements, that would have been lost had the leasehold been awarded to another operator. While this issue was discussed repeatedly in the Rasmuson report, it was ignored in the Netzer report. As such, it appears that the impact of this fact on the resulting percentage rent was not considered in any way by Mr. Netzer. 4. Mr. Netzer's analysis of the market rent per square foot is a purely circular computation, where he starts with his concluded 20% water parcel rent figure and applies it to several marina operations". For this reason, this analysis is not helpful. However, it should be noted that Mr. Netzer made a material error in his calculation regarding Bayshore Marina; he divided the indicated rent figure by only the area of the leased parcel and ignored that there is a significant privately -owned water parcel included in the marina operation. His analysis reallocates all of the revenue away from the owned water parcel and gives it to the public water parcel. is This differs from the Rasmuson analysis, which calculated the impact of using adjacent uplands on the actual operations of four actual marinas in Newport Harbor based on a combined land water percentage rent, then deducting the implied market land rent. Exhibit "C" -10- 133 Brown, Leilani From: Harp, Aaron Sent: Friday, September 07, 2012 1:10 PM To: Brown, Leilani Subject: FW: Commercial Marinas Attachments: ATT8590991.htm Follow Up Flag: Follow up Flag Status: Flagged Hi Leilani, Communication to City Council regarding Commercial Marinas. From: "Tom Purcell" <tom @curcicompanies.com> Date: September 6, 2012 2:06:14 PM PDT To: <NGardner @NewportBeachCa:eov >, <curryk @pfm.com >, <mhenn @NewportBeachCa.gov >, <srosanskv @NewportBeachCa.gov >, <rhill @NewportBeachCa.gov >, <leslieidaigle @aol.com >, <edselich@ roadrunner.com> Cc: <dkiff @NewportBeachCa.go > Subject: Commercial Marinas Hon. Mayor and Members of the City Council, As owners of two of the major commercial marinas in the Newport Harbor, we have been following the actions of the three members of the City Council Ad Hoc Committee with interest and great concern as they work towards recommending an extreme increase in the rental rate for the tidelands areas in our marinas. We were somewhat relieved in this process when the City agreed to retain a second appraiser to evaluate the fair market rental rate. Unfortunately, the appraisal reports prepared by Netzer & Associates and Rasmuson Appraisal Services contain many errors and as pointed out in the attached letter from our attorney, Gary McKitterick, there are many facts in the two appraisal reports that are inaccurate and do not support the findings and conclusions justifying the increase in fair market rental rates. We have suggested to the Ad Hoc Committee a compromise which has been rejected by the Committee. We hope to continue in our effort to work through this difficult issue to arrive at a settlement which result in a significant increase in the fees we pay but is fair and reasonable to both the City and commercial marina owners. Sincerely, Thomas H. Purcell Lido Anchorage Gary Pickett Ardell Marina Aaron, The City Council has announced it will evaluate the Commercial Harbor Charges on September 12, 2010. 1 am submitting a letter which outlines significant concerns about errors in the City appraisals and the Committee's proposal. Error examples include, but are not limited to, understated land value, understated vacancy, overstated average slip size, overstated 134 average slip rent, understated land to water ratio. These facts have huge impacts on value and are illustrated in the Sensitivity Study attached to my letter. As you know we have an expert appraiser assisting us in our review who is highly recognized among his peers. Aaron the facts and assumptions in the City reports need to be corrected and reviewed by the public before a meaningful discussion on rent can be conducted. We are available to meet and discuss the facts in more detail. Gary S. McKitterick Eso. Partner Allen Matkins Leck Gamble Malloy & Natsis LLP 1900 Main Street, 5th Floor, Irvine, CA 92614 -7321 (949) 553 -1313 (main) (949) 851 -5432 (direct) (949) 751 -8270 (mobile) (949) 553 -8354 (fax) www.allenmatkins.com Allen Matkins IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, please be advised that any U.S. federal tax advice contained in this communication (including any attachments) is not intended or written to be used or relied upon, and cannot be used or relied upon, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. Confidentiality Notice: The infannation contained in this electronic e -mail and any accompanying attachment(s) is intended only for the use of the intended recipient and may be confidential and /or privileged. If any reader of this communication is not the intended recipient, unauthorized use, disclosure or copying is strictly prohibited, and may be unlawful. If you have received this communication in error, please immediately notify the sender by return e-mail, and delete the original message and all copies from your system. Thank you. 2 135