The purpose of this report is to present the information necessary for Redevelopment Agency Board and City Council consideration of the proposed sale of Agency property and development entitlements for the Burbank Village Walk project. The specific land use applications for the 140-unit residential and 14,000 square feet ("sf") restaurant/retail project include: Planned Development No. 2002-1; Development Review No. 2002-11; Tentative Tract Map No. 53905; a Mitigated Negative Declaration; Development Agreement; and the associated legal documents. The terms of the proposed sale of Agency-owned property are documented in the Disposition and Development Agreement ("DDA").

BACKGROUND

Opportunity Site No. 2 (commonly referred to as the old police block) is bound by Olive Avenue, Third Street, Angeleno Avenue and San Fernando Boulevard, excluding the corner parcel at Olive Avenue and San Fernando Boulevard, more commonly referred to as the Radio Shack parcel (Exhibit A � Opportunity Site Map).

In order to present this proposed project it is important to examine the evolution of this development opportunity site. To provide a frame of reference, the Agency has been actively working toward the redevelopment of this site since May of 1997 when the initial request for development proposals ("RFP") was circulated. The ultimate result of the initial circulation was the July 1999 approval of a mixed-use development project proposed by Regent Properties. Nine months later, Regent submitted a letter terminating the Disposition and Development Agreement ("DDA") with the Redevelopment Agency. In May 2000 the Agency Board directed staff to return to the original short list of developers to determine the feasibility of negotiating a new project without having to circulate a new RFP. In February 2001 the Agency Board determined that it was necessary to circulate a new RFP and in March 2001 the second RFP was circulated. The RFP called for a mixed-use project with the following parameters: office (75,000 � 150,000sf); retail/restaurant (24,000 to 45,000sf); residential (75 � 110 luxury rental units or an appropriate number of for-sale units); and adequate parking. This second circulation resulted in the August 2001 Agency Board selection of a joint venture development team of CIM and The Olson Company for a mixed use project on the 3.5-acre development site.

From August to November 2001 staff worked with the CIM/Olson team on a project that included the following components: restaurant/retail (45,000sf); office (85,000); 30 for-rent loft residential units; 110 for-sale residential units; on-site parking; and the use of 190 spaces at the Courthouse parking structure. In November 2001, staff received a letter from both, CIM and Olson, stating that due to the declining outlook of the office market (coupled with the events of September 11, 2001) the "project financial feasibility would be turned upside down if the Agency were to require that CIM/Olson proceed with a single-phased project with the office component". The letter further indicated that if the office component were to be developed sooner rather than at some unknown point in the future, when the office market improved, the project would require an additional $2.0 million subsidy from the Agency. Keyser Marston and Associates ("KMA"), the Agency�s financial advisor, confirmed that the office component did have a negative impact on the overall project economics.

Ultimately CIM withdrew from the development team and the Agency Board directed staff to continue negotiations with the Olson Company ("Developer") on the for-sale residential and restaurant/retail components. However, staff was also directed to "carve out" a portion of the site, large enough and suitable for future office development. Since that time, the Cusumano Real Estate Group ("Cusumano") has submitted a proposal for an office project to be located at Olive Avenue and Third Street on the 120� x 310� pad. The proposed Cusumano project includes 76,000 adjusted sf of office space and 12,000 adjusted sf of restaurant/retail space.

While the Cusumano office proposal is not being formally considered at this time, it is critical to analyze both projects as part of the California Environmental Quality Act ("CEQA") process. Staff will also summarize as a frame of reference the financial proposal for the Cusumano project in further detail later in this report. The public hearing for the Cusumano project is currently scheduled to be held on March 11, 2003.

Over the course of the past several years, the Redevelopment Agency has: 1) assembled the project site; 2) relocated the 22 remaining tenants (after Regent terminated its DDA) from the site; and 3) initiated abatement and demolition of site improvements.

PROPERTY LOCATION - The subject property is located at the northeast corner of San Fernando Boulevard and Angeleno Avenue and extends to Third Street. A small area of the project (40� wide) extends to Olive Avenue in order to provide a secondary access point via what will be a privately owned alley. [Lots 1 through 5, Tract 886 (M.B. 18-43), Lots 1, 3, 5, 7, 9, 11, 13 and portions of lots 2, 4, 6, 8, 10, 12 and 14, Town of Burbank (M.R. 17-19-22) and Lot 3, Tract 150 (M.B. 13-178)] (Exhibit B).

ZONING - The subject property is zoned Burbank Center Commercial Retail-Professional zone (BCC-1) and Burbank Center Commercial Limited Business zone (BCC-2) (Exhibit C). The request is to change this to a Planned Development zone (PD 2002-1).

GENERAL PLAN DESIGNATION - The property is designated as City Center Commercial and is within the Burbank Village and Civic Center areas of the City Center Subarea of the Burbank Center Plan (BCP). The property is also located within the City Centre Redevelopment Project Area.

PROPERTY DIMENSIONS - The property is an irregular shape approximately 205� by 500� or approximately 110,300 square feet or 2.53 acres. This includes two alleys that were conditionally vacated in 2000 with a previous planned development approval. The applicant has prepared a tentative tract map to remove lot lines and create a new lot for the project that will allow the residential units to be sold as condominiums.

STREET CLASSIFICATIONS - San Fernando Boulevard is considered a major arterial. The right-of-way is 80 feet with 56 feet for street width. Third Street is a secondary arterial with a 60-foot right-of-way and a 46-foot street. Angeleno Avenue is a collector street with an 80-foot right-of-way and 8 foot sidewalks on both sides. Olive Avenue is a major arterial with a 100-foot right-of-way and a 72-foot wide street.

CURRENT DEVELOPMENT OF THE SITE - Much of the existing site has been demolished. The following table is a breakdown of the facilities that are/were on site:

 

	OLD POLICE BLOCK
EXISTING DEVELOPMENT
	(or recently demolished)
ADDRESS	BUILDING USE	*SQUARE FEET
241-245 E. Angeleno	Office	4,200
	Retail	450
217-219 E. Angeleno	Office	1,150
	Retail	1,150
246-250 E. Olive Ave.	Office	13,300
140-142 S. San Fernando	6 Rooms (office/SRO)	1,870
	Office	450
144-152 S. San Fernando	Retail	8,615
130-138 S. San Fernando	Office	6,235
	Retail	800
118-124 S.San Fernando	Office	3,795
	Retail	3,795
SUBTOTAL		45,810 square feet
Public parking lots		120 spaces (30 have been demolished)
Police building	Office/Institutional/Strge	30,500
Police communications Building	Institutional	4,346
Police parking		17,200 sf (unknown number of spaces)
TOTAL		80,656 square feet

It is important to note that one of the buildings on the subject site housed the hardware store of Thomas Story, the first Mayor of the City of Burbank. To commemorate this unique piece of Burbank history, the developer will provide a plaque on site recognizing this former storefront.

SURROUNDING NEIGHBORHOOD � In addition to the proposed Cusumano office project abutting the subject site at Olive Avenue and Third Street, the other adjacent uses include a two and three story commercial building containing retail stores at ground level (Radio Shack) that front both San Fernando and Olive.

South of the subject site, across Angeleno is a multi-family residential development with R-4 density. Across Third Street is the County Courthouse and courthouse parking structure (includes public parking as well). Across Olive Avenue are Burbank City Hall and other commercial buildings and across San Fernando Boulevard in part of Burbank�s downtown are more commercial buildings with restaurants and offices (Exhibit D).

PRIOR PLANNED DEVELOPMENT APPROVAL - As mentioned previously, the site (including the area currently proposed for the Cusumano office project) received approval for a planned development in 2000. The total site consisted of approximately 137,000 square feet (sf) or 3.15 acres. The project approval was for a mixed-use development including 209,000 sf office, a 300 room hotel, 68,000 sf of retail space, a 1,200 seat (6-screen) theater and a 13,000 sf Masonic Lodge. The proposal also contained over 1,100 parking spaces. Under the requirements of this PD ordinance, the PD zoning never became effective as the developer never took possession of the property by 2001.

PROJECT DESCRIPTION - The applicant is requesting approval to construct a mixed-use development. (Exhibit E) The project consists of 140 residential units that are proposed to be offered for sale and approximately 14,000 square feet of restaurant and retail space and 423 parking spaces. The tract map proposed will place condominiums on the site separated from common spaces and will allow for the separate sale of the commercial space.

MUNICIPAL CODE COMPLIANCE � While the application requested is to create a new zone with its own development standards, it is difficult to compare urban mixed-use projects with standard zoning criteria. However, it may be helpful to some to compare the proposed project to what would traditionally be required in the BCC-1, BCC-2 and R-4 (multiple-family, medium-density) zones. The following table describes a variety of development standards and compares the project to the code requirements if this were not a PD zone.

PUBLIC CORRESPONDENCE - The Planning Division has received approximately five phone calls on this project regarding this application. Most calls were informational queries only and most wanted to know if there was a waiting list to purchase the units. Staff also received a letter from Michael Bergfeld (Exhibit F). His letter focused on the architectural merits of the project and suggested that the City adopt design criteria for buildings in the downtown. He requested a "redesign of the project to incorporate� [the] development within a larger concept that addresses the problems of revitalizing the entire area."

The City has various design standards for residential projects within the city, but only minimal design standards for commercial buildings citywide. The Burbank Center Plan, adopted by the City Council in 1997, describes several types of projects for the downtown area which help overall goals of stimulating activity and attracting patrons to the downtown, however, specific development standards to achieve these goals were not adopted. However, staff employed the services of Nate Cherry, an urban planner and architect with RTKL, to evaluate the design components during the planning phase of the project. The Council may choose to further reevaluate design and development standards for commercial projects; however, staff is not of the opinion that this project requires redesign. A key component of activating downtowns is the uses that are placed within the buildings. It is a requirement that the restaurant space be large enough to accommodate a "destination restaurant." An anchor restaurant will help attract patrons from the other side of Olive Avenue to the southern portion of the Downtown. In addition, the architecture proposed provides interest and supports the desired pedestrian environment of the area. The project is designed to allow pedestrians to see what is going on inside the building and easily access the interior spaces. These elements coupled with actually having loft units above the retail and on the remainder of the site further increases the activity and entertainment aspects of the streets.

LAND USE ANALYSIS

The following section analyzes the standards proposed for the project that vary from what would be permitted without creating a new PD zone. In addition, this section provides an analysis of the proposed report against the design review standards required before approval of any PD.

SETBACKS - Burbank Municipal Code (BMC) requires that residential development as part of a mixed use project in the BCC-1 and BCC-2 zones follow R-4 development standards except for setbacks and landscaping in setbacks which are to conform to BCC-1 and BCC-2 zones. Such a mixed-use development is to go through the conditional use permit (CUP) process or a PD process, which includes all such requests.

The setback required along San Fernando and wrapping around the corner along Angeleno is to be 20% of the building height (13�) up to 20 feet high. The applicant is proposing a 0� setback at the corner, which turns into a 5� setback, and a small portion has a 10� setback. Staff believes San Fernando Boulevard, the front yard of the commercial portion of this project, should remain at a 0� setback or close to it as this is consistent with the other buildings along San Fernando which mostly have a 0� setback. This is Burbank�s downtown and one key to stimulating pedestrian activity in downtowns is to have activity brought to the street level, as long as buildings are not overwhelming. This activity can be brought to the street and pedestrian level through zero setbacks or through caf� and public seating areas within the setbacks.

The setbacks required along Angeleno and Third, in order to comply with the BCC-2 standards, are also required to be 20% of the building height. The building ranges from 59� to 74� tall from average grade with most of the building at 65� tall. This means the required setback should be an average of 13 feet. Again, as this project is within Burbank�s downtown, the project has the opportunity to take on a more urban appearance. The actual units are setback 16� and 11� feet from the property line on Angeleno and Third, respectively. However, the units are above grade along most of the Angeleno frontage. An actual setback of 0� exists because of planters and some steps, however, a greater setback will be perceived as these elements are at a pedestrian scale. The 42" high gates are setback 3� along Angeleno and Third and have landscaped planters next to the sidewalk.

LOT COVERAGE - The proposed project has a lot coverage of 79%. If the project proposal did not include a Planned Development request, it would be required to comply with R-4 standards. According to BMC, the R-4 zone requires a maximum lot coverage of 70%. For the purposes of calculating lot coverage, the following is not included: on grade improvements such as driveways, walkways, stair and ramp access to first floors, and garage decks that do not encroach into required yard areas and which meet both semi-subterranean height requirements and common open space requirements (BMC �31-645(f)). The garage deck does not meet semi-subterranean height requirements (the deck is greater than 8 feet above grade in some areas) and therefore the entire garage deck must count toward lot coverage. If one were to re-calculate lot coverage not using the garage deck, the lot coverage would be 63%.

As this is the downtown area of Burbank, lot coverage in excess of R-4 standards is reasonable. This lot coverage is consistent with the surrounding zoning which allows a maximum lot coverage except for required setbacks. Although the garage deck does not meet the code definition of a semi-subterranean garage, it very much functions like one. For example, at Third Street, the two-level garage is completely subterranean, then as the site follows a natural slope, it becomes above grade by approximately 14� (top of deck).

PARKING - The project is located within the downtown parking district as identified in BMC. This area is described as an eight-block area from Angeleno to Magnolia, from First to Third. The requirements for this area state that new development can occur, but must provide a parking ratio of 3.5 spaces per every 1,000 square feet of adjusted gross floor area, no matter what the use. In addition, the code states that a credit may be applied to all floor area that is demolished, as long as any parking demolished is also considered.

This universal parking ratio is provided to accommodate the many different uses in the downtown and the concept that all uses could "share" parking during the different peak hours for each use. However, when building a residential project, it is more important for the parking to be protected and reserved, rather than included in a "pool" of parking. The same can be said for the office component in that the parking may need to remain separate as other office parking spaces are in the downtown.

Calculating parking can be complex when a project is in the downtown parking area. The calculation has to consider loss of public parking spaces and demolition of buildings in addition to construction of new buildings when the project is located in the downtown parking area. The following is a description of this calculation process:

Demolish Police structures and parking and do not give demo credits �34,846sf & 17,000 sf of parking area

Demolish all retail, restaurant and office structures � 45,810 sf

Demolish all public parking spaces outside Police parking � 120 spaces

Construct retail, restaurant space up to that demolished � 14,000 sf (up to 45,810 sf permitted)

Construct all public parking spaces demolished � 120 spaces

Construct office with office required parking � not a part of this PD

Construct residential with residential required parking � 308 spaces (2 per unit plus 28 guest)

TOTAL PARKING REQUIRED � 428 spaces

The project is proposing to provide 423 parking spaces. Of these, 280 (8 compact) are dedicated to the residential units (two per unit) and are provided behind a security gate for residential use only. The BMC allows a shared parking analysis to be utilized in order to determine if a use can "share" parking with another use. This can only be utilized if the two uses have different peak hours. The peak hours for the guest parking spaces are evenings and weekends. The hours for some of the retail uses along Olive and San Fernando are traditional business hours (such as the florist and submarine sandwich shop) with peak hours during lunchtime and other times of the day. It is reasonable that out of a pool of 120 public parking spaces, 5 parking spaces could be shared between the residential guest and the retail uses. This analysis determines that the project is meeting code required parking (as code allows a shared parking analysis).

The project is proposing to provide a universal parking dimension of 8�6" x 18�. The BMC allows residential parking to have 8�6" x 18� stalls and also allows 45% of the spaces (over the first 5 spaces) to be compact spaces which are 7�5" x 15� (this would be 136 compact spaces). The BMC requires retail spaces to provide a dimension of 9� x 18�. As one parking level is on top of the other, the columns supporting the entire building must extend through all levels. Therefore, if one parking level is designed to accommodate 9� wide stalls, the second level must also accommodate 9� wide stalls. If this parking arrangement were provided, the parking provided would be 394 spaces which is a loss of 29 spaces. A shared parking analysis could be provided to permit this reduction in parking, however this sized stall may not be necessary for providing adequate parking in the garage. The concept of a universal parking width is not uncommon. Specifically, 8�6" stalls are very common in retail shopping centers and many cities have adopted this stall width for all parking spaces. Recently, the City Council did not adopt such a universal parking dimension. One reason was in order to maintain the allowance for compact parking spaces under certain circumstances (such as office spaces). The Traffic Engineer has determined that the public parking structure could maintain efficiency and safe circulation given the 8�6" wide stalls. Staff supports this universal width as it maintains a maximum number of spaces and includes only eight compact spaces for the residential parking and two for the retail parking rather than 136 as code would allow.

OPEN SPACE - The project is providing the required common open space for multi-family projects of this size; however, some of these spaces do not meet the minimum dimension requirements (27� x 30�). Specifically, the project is providing over 27,000 sf of common open space (code requires 21,000sf), but approximately 14,000 sf of this space is provided in areas with dimensions of greater than 27� by 30�. The smaller spaces are usually direct access from a small number of units and are not too small that they are not functional. As the project is providing two large common areas, it is acceptable to have smaller areas for more intimate open space.

The BMC requires amenities to be provided within common open and closed spaces of multi-family residential projects. The applicant is providing conversation areas and benches in many of the areas throughout the project. In addition, three levels of community space are being provided that can accommodate an exercise room, a community room or any other use that the owners deem appropriate. The total square footage provided is over 2,500 sf. As this project is located within Burbank�s downtown, all residents are close to restaurants, shopping, movies, nightclubs and other activities. Residents on-site will have plenty of amenities within walking distance as well.

Every unit does not have the required 50sf private open space. Instead, they all have a minimum of 38 sf. As larger units accommodate more residents, it is appropriate that these units have large private open space areas. It is also acceptable for the smaller units, which will accommodate fewer residents, to have smaller private open spaces. An average of 100 sf of private open space is provided per unit.

The townhouses at the ground level have more opportunity to provide private space by using patios in addition to balconies. The one and two bedrooms must rely on above-ground space. Although balconies could be made deeper, this would have a greater impact on the street level and may have the ability to turn the pedestrian scale environment into an overwhelming structured environment.

LATE-NIGHT OPERATIONS � The BMC requires that businesses and restaurants that serve alcohol that are open to patrons after 12 midnight and before 6:00 a.m. (and residentially adjacent) must receive approval of a conditional use permit ("CUP"). The project will offer a restaurant serving alcohol that may operate during late night hours (12 midnight to 6:00 a.m.). Any alcohol sales at the restaurant will have to conform to ABC standards (discontinue sales of alcohol by 2:00 a.m.). Staff recommends a condition that allows any restaurant to stay open until 2:00 a.m. All retail space on the subject site must conform to code.

ENVIRONMENTAL REVIEW - A Mitigated Negative Declaration (MND) was prepared for this project (Exhibit G). This MND was tiered off the Burbank Center Plan (BCP) Environmental Impact Report (EIR). This EIR looked at the development permitted in the BCP including all opportunity sites such as where this project is located (Opportunity Site #2). The California Environmental Quality Act (CEQA) allows agencies to "tier" an MND off a broader specific plan EIR where the EIR considered development allowed but did not focus on details of a specific project. Therefore, the MND prepared considers specific details of this project that the BCP EIR considered only generally.

When a project is tiered off a broader program EIR, the mitigation measures appropriate to each specific project must also be implemented. For example, the BCP EIR has mitigation measures to control dust during construction (to maintain air quality), this project is required to follow such dust control measures (Exhibit H). These measures are included in the MND for the project as well as the conditions of approval.

In addition, mitigation measures specific to this project are required in areas where there could be potentially significant impacts if not mitigated. For example, the applicant will be required to provide warning signs and flagmen during the construction phase to allow for the safe ingress and egress of trucks and equipment.

The MND prepared discusses a larger project site area and a broader project than that being proposed under this PD. The reason for this is that CEQA requires that lead agencies analyze the whole of a project, as long as separate components are reasonably foreseeable. This is to avoid an incomplete analysis and implementing mitigation measures, which do not recognize all cumulative impacts. In this case, Redevelopment Agency staff has indicated (and we have recently received a Planned Development application) that the area of the site (120� x 310�) at Olive and Third not occupied by the proposed project may be occupied by an office building with retail and restaurant (up to 92,000 sf). Therefore, in the MND, staff identified all impacts, especially trip generation, associated with the office building in addition to this proposed PD project. Staff then compared these impacts to those anticipated in the BCP EIR. It was determined that impacts would be less with the proposed project and office than that anticipated in the EIR including less trip generation than that anticipated. Again, mitigation measures are proposed to reduce the impacts to a less than significant level. This project generates less trips than the previously approved Planned Development project.

DEPARTMENT COMMENTS - The PD applications and plans were routed to different departments and divisions in the City. The following summarizes comments that are relevant (Exhibit I):

• Redevelopment Agency staff requests that exterior architecture and design elements of the project provide visual relief and interest at the pedestrian scale with an emphasis on the corner of San Fernando and Angeleno. While the plans, elevations and renderings submitted indicate such visual relief and interest, a condition has been added that states that the exterior architecture and design components must be reviewed and approved by the Assistant Executive Director to the Redevelopment Agency.
• The Public Works Department requires a 15� corner radius to be provided at the corner of Third and Angeleno, which will require dedication of some property. The Tract Map proposed removes unnecessary lot lines and creates two distinct lots, one for this proposed Planned Development. That lot will have condominium requirements placed on it in accordance with the Subdivision Map Act and the Burbank Municipal Code to allow the units to be sold individually. Most other requests are code requirements, however, the Public Works Director will be required to approve all access areas and signage for the parking areas. The Traffic Engineering Division is concerned about loading times for the commercial portions of the project. There are no established loading hours that have been determined to be appropriate for the downtown area. So, rather than arbitrarily determine appropriate hours for loading and unloading, a condition is proposed that allows the Public Works Director and Police Chief to determine the loading hours for the commercial businesses in the project. This allows flexibility to address any resident concerns as well as any traffic and circulation concerns.
• The Police Department requested that conduit for security cameras be included and repeaters provided in the semi-subterranean parking garage.
• The Parks, Recreation and Community Services Department has been working with Planning and Redevelopment Agency staff and the landscape architect on the landscape plans. They have reviewed the plans and are supportive of the trees and shrubs proposed.
• The Building Division requests that the applicant grant an easement to the adjoining property that will prevent structural development in the garden open space area. This is necessary to comply with building codes with regard to separation of buildings. The Development Agreement will require the easement as proposed.
• License and Code Services recommend that an enclosed area be created to temporarily store shopping carts. Evidently, this has become an increasing problem at housing facilities throughout the City. The architect will determine a location for such an enclosure and a condition of approval will require that the management of the facility notify supermarkets on a regular basis to pick up any abandoned shopping carts.
• The Burbank Unified School District originally had a concern that the project would impact enrollment in their Miller Elementary School attendance area. However, after staff explained the project to the School District in detail and noted the type of clientele that the project would likely attract, the School District stated that had no objection to the project and specifically the Tentative Tract Map.

No other departments or divisions noted issues with the subject application nor had comments other than code requirements.

DESIGN REVIEW CRITERIA - When analyzing a PD, the City must verify that the project meets the design review criteria as established in �31-19124 in the BMC. The following lists the criteria and states how the project is consistent with the criteria.

Planned Developments shall observe the following design review criteria:

1. The design of the overall planned development shall be comprehensive and shall embrace land, buildings, landscaping, and their interrelationships and shall be substantially consistent with the General Plan and any applicable Element of the General Plan.

The project is consistent with the General Plan and is specifically identified as an Opportunity Site that is ripe for development of a mixed use project. The development is comprehensive and provides a mix of uses that will be compatible with one another and compatible with other uses in the immediate vicinity.

(b The planned development shall provide for adequate permanent open areas, circulation, off-street parking, and pertinent pedestrian amenities. Building structures and facilities and accessory uses within the planned development shall be well integrated with each other and to the surrounding topographic and natural features of the area.

The building provides functional open spaces and sufficient off-street parking including that available to the public using any areas within the downtown. The building provides interest at a pedestrian scale and allows for appropriate circulation within and around the site. The structures take advantage of the large slope on the property by having two distinct parking entrances at different elevations.

(c) The planned development shall be compatible with existing and planned land uses on adjoining properties.

The restaurant and retail space is compatible with the retail space already existing at the corner of San Fernando Boulevard and Olive Avenue and across San Fernando Boulevard. The residential site area was specifically designed to allow an appropriate building pad at the corner of Olive Avenue and Third Street for the possible future use by an office building.

(d) Any private street system or circulation system shall be designed for the efficient and safe flow of vehicles, pedestrians, bicycles, and the handicapped, without creating a disruptive influence on the activity and functions of any area or facility.

There is no private street system provided for the project. The access point into the parking garage is off a public street (Angeleno) for the residential component and off a private alley (access from Olive or Angeleno) for the public commercial component. The Traffic Engineer will determine and ensure that there is adequate turning radius for the safe use of the public parking garage. In addition, the loading activities will be limited to a certain area of the alley so as not to interfere with disabled parking spaces and access to the parking garage. There will be stacking distance for a minimum of two vehicles provided before the entrance gate to the residential parking level so as not to interrupt traffic flow on Angeleno.

(e) The public street system within or adjacent to a planned development shall be designed for the efficient and safe flow of vehicles (including transit vehicles), pedestrians, bicycles, and the handicapped. Public streets shall be designed using standard City lane widths, capacities, and travel speeds. The design shall also include adequate space and improvements for transit vehicles and facilities for bicycle and pedestrian circulation. City standard entrance control requirements shall be maintained. Design of major streets shall also provide sidewalks, adequate street lighting, and concrete median islands on arterial streets.

There is no public street system proposed with this PD. The flow on the existing streets will not be changed. Currently, Olive Avenue is a major arterial that carries several transit lines; this project will not effect the existing bus stop located near the intersection at San Fernando. The project is located within � mile of the Regional Intermodal Transportation Center (RITC) and will not hinder the operations of that center. The parking lane may be reduced in some areas along Angeleno and San Fernando to allow the safe ingress and egress of vehicles by improving visibility; the Traffic Engineer shall determine how much of the streets shall prohibit parking. The project will maintain the existing sidewalk along all streets and improve them where necessary.

(f) Common area and recreational facilities shall be located so as to be readily accessible to the occupants of residential uses.

The common areas are readily accessible to the occupants of the residential units. In fact, there are six well defined open spaces that can be accessed immediately by the residents of the units located next to them. Residents can choose to travel to the large open space or to remain in the space most accessible to their unit. The units along San Fernando will have to travel across the pedestrian bridge to reach the larger common spaces provided for them; however, there is a small open space available for them as well. The project is providing three levels of community room space consisting of over 2,500 sf that will provide some recreational space (a community/club room or an exercise room, for example). As previously stated, the project is in Burbank�s downtown area which has many recreational opportunities for residents such as restaurants, nightclubs, movies and shopping within walking distance and open during all hours of the day and night (not 24 hours).

(g) Compatibility of architectural design and appearance, including signing throughout the planned development, shall be sought. In addition, architectural harmony with surrounding neighborhoods shall be achieved so far as practicable.

The design of the project offers variation and includes interesting colors that will fit in to the eclectic downtown. The architecture is mostly traditional with a few unique elements that add dimension and interest such as the roof lines, balconies and awnings. The Redevelopment Agency has hired an architect to review and critique the design elements proposed in context of the area. Suggestions were offered and many of which have been incorporated, with final design approval by the Community Development Director. However, the design proposed represents the general proposal for design of the project. Signage will be consistent with BCC-1 and R-4 codes and wayfinding signage will be included for the public parking structure. Although the architecture and massing is different from that of the abutting property, it is compatible and harmonious. In addition, the properties across Third, Angeleno and San Fernando do not offer architecture that would be considered incompatible with that proposed for this project. Again, Burbank�s downtown offers a variety of architectural styles and the colors and materials selected for this project will be quite harmonious with that character.

(h) Where applicable, an adequate variety of uses and facilities shall be provided in order to meet the needs of the planned development and adjacent neighborhoods.

This mixed-use project provides an adequate variety of uses such as a restaurant and retail space to meet the needs of the residents on-site as well as others visiting the downtown area. The residential units on-site will also serve to stimulate activity in the adjacent downtown neighborhood without creating additional traffic as entertainment options are within walking distance for the residents.

(i) The planned development and each building intended for occupancy shall be designed, placed, and oriented in a manner conducive to the conservation of energy.

The applicant is required to comply with energy conservation methods. Each unit will have adequate access to light and air.

TENTATIVE TRACT MAP FINDINGS - When analyzing a TTM, the City must verify that the project meets the findings as established in �31-306 of the BMC and �66474 of the Subdivision Map Act. The following lists the findings and states how the project is consistent with them.

(a) The proposed map is consistent with applicable general and applicable specific plans.

The TTM is consistent with the General Plan and the Burbank Center Specific Plan for this area.

(b) The design or improvement of the proposed subdivision is consistent with applicable general and specific plans.

The changes to the lot lines of the existing subdivision is consistent with applicable general and specific plans.

3. The site is physically suitable for the type and proposed density of development.

The layout of the project takes advantage of the slope on the site by having two separate entrances to the two different parking levels. This creates a needed separation between residential parking and public parking that is needed for security. The site is physically adequate for this type of development.

The residential density provided for the site is less than R-4 density, which is developed across the street. The amount of commercial square footage provided is consistent with what was in existence prior to demolition and is appropriate for a downtown block.

(d) The design of the subdivision or the proposed improvements are not likely to cause substantial environmental damage or would not substantially and avoidably injure fish or wildlife or their habitat.

The adjustments of lot lines and creation of a condominium map would not have a substantial impact on the environment. There are not fish or wildlife habitats on this developed site (some improvements were recently demolished).

(e) The design of the subdivision or type of improvements is not likely to cause serious public health problems.

The map proposed will not cause serious public health problems. A portion of the site will have to be excavated for the proposed project, but this will also not cause serious public health problems.

(f) The design of the subdivision or the type of improvements will not conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision.

The public alleys previously existing on the site were vacated and made a part of the private property. The developer will be required to provide an easement to the adjacent property owner in order to provide an appropriate turning radius for the loading area. In addition, a public easement will be required in the newly created private alley for utility purposes. As 120 of the parking spaces will be available to the public, the City will require the developer to provide access to these spaces and will control the parking in accordance with the downtown parking standards.

7. The map complies with all applicable standards of the Burbank Municipal Code including, but not limited to, those standards that have been set forth regarding lot design pursuant to �66411 of the Subdivision map Act.

The proposed TTM meets all of the minimum lot design standards established by the BMC and is consistent with all applicable standards of the Subdivision Map Act.

LAND USE CONCLUSIONS - The purpose of the Planned Development process is to provide an alternate process to accommodate unique developments for residential, commercial, professional, or other similar activities, including modified development standards which would create a desirable, functional and community environment under controlled conditions of a development plan. Mixed-use projects certainly fit within this category especially given there are no development standards for mixed-use projects (code requires developments follow R-4 standards except for setbacks and landscaping in setbacks). The project provides appropriate amenities given the location in the downtown and provides adequate public parking space for commercial uses on and near the subject site.

PLANNING BOARD RECOMMENDATION - The Planning Board, by a vote of four to zero, voted to recommend approval of the proposed Planned Development project (Exhibit J). The Board discussed several issues related to design and compatibility with the surrounding areas and their discussion focused on setbacks and architecture (Exhibit K). The Board recommended that the setbacks along Angeleno Avenue and Third Street be increased in certain areas to provide a larger landscaped area adjacent to the sidewalk. This change has been incorporated into the attached recommended conditions of approval. In addition, the Board expressed to staff their desire to have the ultimate design of the building to be in substantial conformance with the renderings provided in order to maintain the visual aesthetics of the project.

Inasmuch as the proposed project requires the Agency to sell property to the Developer, a Disposition and Development Agreement has been negotiated. The purpose of the DDA is to document the real estate transaction and to outline the roles and responsibilities of both the Agency and the Developer. Highlights of the proposed DDA include the following:

DEVELOPER RESPONSIBILITIES

• The Developer must acquire the site for $3,050,000;
• The Developer will make a deposit of 5% of the purchase price, or $153,000 at the opening of escrow, which shall be non-refundable (unless the Agency defaults or both parties mutually agree to terminate the transaction);
• The balance or $2,897,000 will be paid at the close of escrow on the site;
• The Developer must complete the Project in a timely manner as described in the Schedule of Performance;
• The Developer must provide the owner of the parcel at Olive Avenue and San Fernando Boulevard (2453-13-010) with a perpetual access easement and right-of-way for the private alley to be located on the site;
• Prior to the close of escrow, the Developer must secure a Letter of Intent from a suitable restaurant tenant meeting the criteria as described in the DDA;
• The Developer must submit evidence that sufficient equity capital and construction financing has been committed to fund 100% of the Project cost;
• The Developer must prepare the Declaration of Covenants and Conditions ("CCRs") for the residential component to which the City and Agency must be named as third party beneficiaries. Also included in the CCRs are the following requirements: occupancy standards for all units will allow two persons per bedroom, plus one additional person; all ongoing maintenance requirements, that meet the Agency�s defined standards, must be imposed; and the home owners or home owners association cannot modify the CCRs without the City�s and Agency�s approval.
• The Developer must develop the site in accordance with the City�s Planned Development No. 2002-1;
• The Developer must pay prevailing wages to all contractors and subcontractors engaged to construct the project, in accordance to the Agency�s prevailing wage policy (which was a requirement, and the policy made available at the time of RFP circulation) and other applicable laws; and
• The Developer must sell 14 (10% of the total number of units) of the 932sf two-bedroom, single story, residential units to households earning less than 120% of the Los Angeles County median income (moderate level).

In order to provide the residential affordability component, the Developer is responsible for creating and using an Agency-approved selection process for these units. The marketing efforts must be targeted primarily to Burbank residents and the homebuyer must occupy the unit as their primary residence. The sales prices charged for the affordable units must comply with the requirements imposed by California Health and safety Code Section 50052.5 (currently estimated at $177,000 per unit). In addition, the units must be subject to income and affordability covenants that remain in place for 45 years. The Developer must place silent second trust deeds on the affordable units with the Agency as the beneficiary to the trust deed. The average trust deed amount is estimated at $93,000 per unit.

AGENCY RESPONSIBILITIES

• The Agency must convey the project site to the Developer free of any buildings, structures and active utilities;
• All tenants shall have been relocated from the Site, and the Site must be conveyed free and clear of tenancies, occupancies and possessory rights of any third parties; and
• The Agency is conveying the site in an "as is" condition. However, if it is determined during escrow, that environmental remediation is required, the Developer will fund costs up to $50,000. If the costs exceed $50,000, the Agency will fund up to an additional $50,000 worth of costs. If potential remediation costs exceed a total of $100,000 the parties will meet and confer with the option to terminate the transaction. However, once escrow has closed, the Developer must indemnify the Agency and City from any hazardous materials claims related to the Site.

In accordance with Section 33433 of the California Health and Safety Code (California Community Redevelopment Law) a summary report has been prepared by the Agency�s financial consultant, Keyser Marston Associates ("KMA") and is included as Exhibit L of this report. The Summary or 33433 Report sets forth certain details of the proposed DDA between the Agency and the Developer.

Also, pursuant to the California Community Redevelopment Law, both the DDA and 33433 Report have been available for public review immediately following the initial publication (January 25, 2003) of the public notice (Exhibit M).

FISCAL IMPACTS

This section of the report is organized into three primary components: 1) the overall Agency costs to assemble and prepare the development opportunity site; 2) the cost of the proposed project to the Agency; and 3) the anticipated Agency revenue to be generated by the proposed project. In addition to preparing the 33433 Report, KMA also prepared a project reuse valuation analysis (Exhibit N) and the following summarizes these documents and overall project economics.

TOTAL AGENCY COSTS

By the time Opportunity Site No. 2 is ready to be conveyed to the Developer(s) the Agency will have spent roughly $10.4 million. The overall budget is broken down as follows:

Property Acquisition $ 7,317,000

Demolition $ 1,315,000*

Tenant Relocation $ 850,000

Utility Relocation $ 695,000

Contingency $ 228,000**

TOTAL $10,405,000

* NOTE: This total includes $150,000 of known, future environmental work, and $18,000 of past environmental expenses.

**NOTE: The contingency includes $50,000 for possible environmental work if discovered after opening of escrow with Developer.

AGENCY COSTS � VILLAGE WALK PROJECT

In order to establish the Agency costs as related to just the proposed Village Walk project, those expenditures related to the all-inclusive settlement agreement for the Masons and the former police headquarters demolition costs must be deducted (as they relate more to the development of the office pad). The costs specifically associated with the proposed Village Walk project are estimated as follows:

Property Acquisition $ 4,229,507

Demolition $ 721,284

Tenant Relocation $ 850,000

Utility Relocation $ 695,000

Contingency $ 228,000

TOTAL $ 6,723,791

The total cost to the Redevelopment Agency associated with the proposed Village Walk project is $6,723,791.

ANTICIPATED AGENCY REVENUE

In addition to the land sales proceeds of $3.05 million, the City Centre Redevelopment Project Fund will realize property tax increment revenue. Based on the overall project value, the Project Area will collect tax increment revenue through 2021 (the last year in which the Agency can collect tax increment revenue) totaling roughly $8.8 million in nominal terms or $5.1 million in present value terms (using a 6% discount rate). These two revenue components yield a total anticipated Agency revenue projection of approximately $11.9 million in nominal dollars or $8.2 million in present value terms.

When comparing the total estimated Agency costs with the anticipated Agency revenue, the net revenue to the Agency is projected at $5.2 million (in nominal dollars) and $1.5 million (present value, again using a discount factor of 6%).

The above information describes the financial impacts of the Village Walk project alone. However, as highlighted earlier in this report, it is important to remember the evolution of the overall development opportunity site, including both the residential and office projects. While the fiscal impacts of the office project are not specifically being considered at this time, it is important to remember that the residential component drives the economic feasibility for the development of the entire development opportunity site.

If the proposed Cusumano office project were being considered now, the land sale proceeds generated by the residential component would be adjusted downward due to the current office market conditions. In previous financial analyses, KMA determined that the office component created a land value reduction of nearly $2.0 million. Likewise, if the office pad were developed with additional residential units, the land value would increase. However, even though additional residential development at Olive and Third would increase the land value, it is not the desired land use for this key corner of the Civic District. The recommended and desired land use for this corner parcel is office.

While the Redevelopment Agency is still in negotiations with Cusumano, highlights of the proposal include: 1) development of the 120� x 310� parcel with an adjusted gross 76,000sf office component and 12,000sf retail component with 80 on-site parking spaces; 2) land sales value of $100; and 3) lease of up to 190 spaces at the Courthouse parking structure. While the opportunity site�s development has been considered as much as possible as a single master plan (including both the Olson and Cusumano proposals), as previously mentioned, the proposed Cusumano office project is scheduled to be specifically considered on March 11, 2003, at which time the specific details and analysis of the proposal will be presented.

PROJECT SCHEDULE

Assuming the proposed Village Walk project is approved on February 11, 2003, the Developer will proceed with design development drawings and construction plans. Groundbreaking for the project is anticipated for fall 2003 and project completion trailing by roughly 24 months or fall 2005. Groundbreaking for the proposed Cusumano project will trail by three months (to provide optimum on-site construction coordination) and is therefore important to proceed with the Olson project as quickly as possible.

Since the relocation of the former police headquarters to the "new" police and fire headquarters was anticipated and, more specifically since the release of the initial release of the 1997 request for development proposals, the Redevelopment Agency has been actively working toward the redevelopment of Opportunity Site No. 2.

The Village Walk project will build upon the desired 24-hour, 7-day a week downtown population, which will enhance the Downtown area and help support the existing businesses and Agency investments in Downtown. The proposed project, as a component of the entire block�s master plan, will redevelop an underutilized and blighted block into a mixed-use, in-fill development that captures a significant current market, enhances the economic viability of the area and provides another visible anchor for the Downtown. Furthermore, the proposed project supports the goals of the City Centre Redevelopment Plan as well as provides additional units to the City�s affordable housing inventory.

Staff recommends that the Redevelopment Agency Board and the City Council adopt the proposed Ordinance and Resolution(s) approving the land use entitlements and sale of Agency property for the proposed Burbank Village Walk project as described within this report.

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