ITEM 5-C

COUNCIL MEETING:  March 31, 1992         Santa Monica, California

TO:      Mayor and City Council

FROM:    City Staff

SUBJECT: Appeal of Planning  Commission  Approval  of  Final  EIR
         90-007, DR 91-006, RPP 91-008, and Council Consideration
         of Zoning Text Amendments  91-006  and  91-007  for  the
         proposed   development   on   the   Santa  Monica  Pier.
         Applicant Santa  Monica  Pier  Restoration  Corporation.
         Appellant Diane Simpson.

INTRODUCTION

This  staff  report  provides  City  Council   with   information
regarding  the  Santa  Monica Pier Development Project.  On March
2nd, the Planning Commission certified  the  Final  Environmental
Impact Report (EIR) with a statement of overriding considerations
for two unavoidable significant traffic  impacts.   The  Planning
Commission  also  approved  a  development  review  permit  for a
reduced  project  consisting  of  the  Fun   Zone   and   parking
improvements  in the 1550 Pacific Coast Highway lot.  The Central
Plaza component  of  the  proposed  project  was  withdrawn  from
consideration  by  the  PRC  and  therefore,  not  approved.   In
addition to the project permits,  the  Planning  Commission  made
recommendations  to  the  City  Council  on  the  proposed Zoning
Ordinance text amendments.  On March 16, 1992 all actions of  the
Planning Commission were appealed.  The appeal form is attached.

Staff is recommending that the City  Council  certify  the  Final
EIR,  approve  the  development  review  application  and reduced
parking permit with the finding and conditions  approved  by  the
Planning  Commission, and that the proposed Zoning Ordinance Text
Amendments relating to the lights on the Pier and heights of  the
rides be approved. Staff is recommending denial of the appeal and
approval of the Planning Commission recommendations on  the  text
amendment  relating  to the Pier lighting.  Staff and the PRC are
not recommending approval  of  the  ride  height  text  amendment
language as proposed by the Planning Commission, but instead, are
recommending approval of the language originally requested by the
applicant.

BACKGROUND

The proposed project consists of a Fun Zone,  Central  Plaza  and
parking  facilities.   However,  based  upon  the findings of the
Draft Environmental Impact Report  (EIR),  the  Pier  Restoration
Corporation  (PRC) Board and staff revised the project to consist
and the Fun Zone and parking lot improvements. The Central  Plaza
and  the 1640 Appian Way parking structure were excluded from the
revised project.

Specifically, this recommended revised project includes  the  Fun
Zone,  improvements  to  the  1550  Pacific  Coast  Highway beach
parking lot and paving the Deauville site for parking.

This  staff  report  discusses  the  planning  and  environmental
analysis  for  both  the  project  as originally proposed and the
revised project.  Staff recommends that the City Council take the
following actions to approve the revised  project:

1.   Adopt the  Resolution  certifying  the  Final  Environmental
     Impact  Report  on the revised project consisting of the Fun
     Zone and parking  lot  improvements   with  a  statement  of
     overriding  considerations  for  two unavoidable significant
     traffic impacts.

2.   Approve a Development Review permit for the revised  project
     consisting  of  the  Fun  Zone  and parking lot improvements
     subject to the  conditions  and  findings  approved  by  the
     Planning Commission.

3.   Approve a reduced parking permit for shared parking for  the
     revised  project  consisting of the Fun Zone and parking lot
     improvements  subject  to  the  findings  approved  by   the
     Planning Commission.

4.   Approve the Zoning Ordinance text  amendment  to  allow  the
     permitted  height  for amusement rides on the Pier to be 115
     feet and the permitted height for  replacement  of  existing
     buildings on the Pier to be 40 feet.

5.   Approve a Zoning  Ordinance  text  amendment  to  allow  for
     amusement  ride  lights  on  the  Pier  to blink, flash, and
     oscillate.

Report Format

This report provides a summary of  the  project  description  and
environmental  impacts for the full project including the Central
Plaza,  Fun  Zone  and  expanded   parking   facilities.     This
discussion  is  followed  by a list of approvals required for the
project with and without the Central Plaza.   The  discussion  is
followed  by  an analysis comparing the proposed project with the
project alternative eliminating the Central Plaza,  the  Planning
Commission action, and the grounds for the appeal.

Project Background

In 1908, the first Municipal Pier was built at  the  location  of
the  present  Pier  using  an  experimental  concrete  and  steel
construction method.  It failed twelve years later  in  1920  and
was  reconstructed in 1921.  The Pleasure Pier (also known as the
Newcomb Pier) was built adjacent to the Municipal Pier  in  1916.
The  Pleasure Pier featured the Looff Hippodrome, which contained
the famed carousel,  as  well  as  a  roller  coaster  and  other
entertainment  features.  The famous La Monica Ballroom, built in
1924, in its heyday could accommodate as many as  10,000  people.
Throughout  the  1920's  and  1930's  the  Pier  flourished as an
entertainment and recreation center for visitors and tourists.

Succeeding decades, however, saw a decline in  the  Pier  and  in
1973, the City Council ordered its demolition as part of a larger
proposition to create  an  offshore  island  development.   Santa
Monica  residents  countered with a grass-roots initiative, "Save
Our Pier Forever", which forbade  the  destruction  of  both  the
Pleasure  and  Municipal  Piers.   Other measures to preserve the
historical integrity of the Pier included its  designation  as  a
County  of Los Angeles Historical Landmark in 1975, and a City of
Santa Monica Landmark in 1976.  In addition, the Looff Hippodrome
(Carousel  Building)  building was designated a National Historic
Landmark in 1988.

In 1981, the Santa Monica City Council began  studying  plans  to
economically  revitalize  the  Pier.   The  Council  appointed  a
15-member Pier Restoration and Development Task Force, which  was
charged  to  prepare  a  comprehensive  set of guidelines for the
Pier's restoration.  The Task Force, working in conjunction  with
members  of  the  community through a series of public workshops,
prepared the  "Pier  Guidelines"  in  1982,  which  outlined  the
parameters for future development.

However, in 1983, winter storms  destroyed  over  100,000  square
feet  of  the  western  end  of the wooden pier platform, and the
remaining    Pier    suffered    serious    structural    damage.
Reconstruction  of  the Pleasure Pier and the Municipal Pier as a
result of the 1983  storm  damage  was  completed  in  1991.   In
addition,  structural  reinforcing  is currently taking place for
both the Pleasure and Municipal Pier and  will  be  completed  in
mid-1992.

In 1983, the Pier Restoration Corporation (PRC)  was  created  to
orchestrate  reconstruction and redevelopment of the Pier.  Using
the "Pier Guidelines" as a base, the City  Council  approved  the
Santa  Monica  Pier  Design  Guidelines and the Santa Monica Pier
Development Program.  The proposed plans presented in  the  Final
EIR represent the PRC's working plan for that program.

On December 11, 1991, as a  result  of  the  Draft  Environmental
Impact  Report  findings  that  implementation  of the project as
proposed would result in unavoidable  significant  impacts  at  8
local   intersections,  the  PRC  Board  of  Directors  voted  to
recommend to the City Council the approval of the Fun  Zone  only
project alternative.

Originally Proposed Project

The Pier Development Project as  proposed  and  analyzed  in  the
Final  EIR  consists  of four main components: the Central Plaza,
the Fun Zone, parking facilities  and  a  future  phase.    Total
building floor areas associated by use are:

   o Retail               9,725 s.f.
   o Restaurant          42,325 s.f.
   o Entertainment       16,500 s.f.
   o Public Areas         8,650 s.f.
   o Management Space       325 s.f.
   o Fun Zone Booths      6,875 s.f.

     TOTAL:              84,400 s.f.

In addition to  the  above  building  floor  area,  approximately
70,000  square  feet  of  deck  area  will be devoted to Fun Zone
amusement rides.  Within this 70,000 square foot area, the  6,875
square feet of Fun Zone booths will be located.

Currently, the Pier is developed with a total of   82,732  square
feet.  Upon completion of all construction on the Pier (including
Sinbads and the Ashgrove projects), there  will  be  a  total  of
169,223  square  feet  of  building area as well as 63,125 square
feet of deck area devoted to amusement rides (70,000 square  feet
less  6,875  square feet of booths).  Attachment #1 describes the
uses that presently exist on the Pier, the uses that would remain
on the Pier after construction of the Central Plaza and Fun Zone,
the uses that would remain but undergo remodel or renovation  and
the uses that would be demolished.

Central Plaza

As originally  proposed,  the  Central  Plaza  would  be  located
between  the  Billiard  Building  and Sinbad's along the southern
edge of the Pier.  Phase I of the Central Plaza would involve the
construction of four new, two-story buildings, containing a total
of 77,525 square feet.   The  four  buildings  would  surround  a
14,400 square foot open plaza area.

The following is a summary of the proposed size, height  and  use
of  the  Central  Plaza  Phase I buildings that will surround the
open plaza area:

Building  Sq. Ft.   Sty/Ht   Uses

1         28,050    2/58*    Restaurant/cafe/take-out/fast food
2         9,575     2/47**   Restaurants
3         19,950    2/47**   Retail, entertainment
4         19,950    2/47**   Retail, restaurant, entertainment

  *  Building 1 has an observation tower above the second  story;
     architectural feature above tower rises to 58 feet.

 **  Roof  height  for  Buildings  2,  3,  &  4   is   30   feet;
     architectural features extend above the height.

The Phase II building would be located on the  southeast  portion
of  the Pier and would consist of a two story, 22,000 square foot
building.   Phase  II  would  include  a  mix  of  entertainment,
recreation, retail and/or restaurant uses.  The precise breakdown
of floor area would be determined at a later date.

The Fun Zone

The Fun Zone would be located at  the  southwest  corner  of  the
Pier.    This  area  is  currently  used  for parking and special
events such as the Thursday Evening Twilight Dance  Series.   The
Fun  Zone  would  occupy  approximately 70,000 square feet of the
Pier deck area.  Within this area, 6,875  square  feet  of  floor
area  would  be  developed  for  food  and game concessions.  The
remaining area would be devoted to amusement  rides,  such  as  a
ferris  wheel  and  a  roller coaster.  The proposed ferris wheel
would be 115 feet in height; the roller coaster would be 60  feet
in  height.   In  addition,  a  number  of  children's  rides are
proposed that would not be as high as the adult rides.

Parking Facilities

Parking for the proposed full Pier Development project  would  be
provided at the following locations:

  o  1640 Appian Way: The site is currently  occupied  by  a  400
     square  foot  fast food outlet and a 75 space surface public
     parking lot.  These uses would be replaced by a four  level,
     partially  subterranean,  parking structure for 244 vehicles
     (net increase of 169 parking spaces).  Due to the  slope  of
     the  site,  the  structure would be approximately 30 feet in
     height as measured from the Promenade and ten feet in height
     as   measured  from  Appian  Way.   Access  to  the  parking
     structure would  be  from  Seaside  Terrace.   Ground  level
     retail  space (5,200 square feet) would be located along The
     Promenade walkway.

  o  1550 Pacific Coast Highway:  This State owned lot is located
     just  north  of  the Pier and currently provides 706 surface
     parking spaces.  In addition to restriping the  lot,  it  is
     proposed that an adjacent residual dirt area (the portion of
     the Deauville property located west  of  the  Promenade)  be
     paved  for parking.  A total of 991 spaces would be provided
     resulting in a net increase of 285 spaces.

     An outdoor performance stage for special events is  proposed
     at  the  northeast  corner of the 1550 Pacific Coast Highway
     lot.  The performance stage is intended to replace the  area
     of  the Pier that was previously used for the Thursday Night
     Concert Series and other special events.

  o  1590 Appian Way: This City owned site, also referred  to  as
     the Deauville property, is located north of the Pier between
     the Promenade and Appian Way/PCH.  The  Santa  Monica  Beach
     Maintenance  facility,  Mermaid Cafe and a refreshment stand
     are currently located on the site.

     The Mermaid Cafe and refreshment stand would  be  demolished
     and the beach maintenance facility would be relocated to the
     northeast portion of the parcel.  The  southern  portion  of
     the property would be paved to provide a total of 88 spaces.

  o  Pier Platform:  The existing 272 parking spaces  located  on
     the Pier would be removed and replaced with 82 tandem, valet
     spaces as part of the proposed  project.   Access  would  be
     controlled  by valet parking attendants at the Pier entrance
     on Ocean Avenue.  The 82 tandem, valet  parking  spaces  are
     temporary  and  would  be  removed  in  connection  with the
     proposed Phase II development.  At the end of  Phase  II  no
     parking would be permitted on the Pier.

Parking for Phase II

No new parking spaces are proposed for  the  22,000  square  feet
proposed  in  the  Phase  II  development  plans.   The  Phase II
building would replace the 82 tandem valet parking spaces located
on  the  Pier  that are included in Phase I.  After completion of
Phase II, it is proposed that the Pier be  completely  closed  to
vehicular traffic except for emergency and service vehicles.

Alcohol Outlets

Currently, there are a total of 7 alcohol outlets  on  the  Pier.
This  includes  4  beer  and  wine  licenses  and  3 full service
alcohol licenses.  Two facilities currently  on  the  Pier  under
lease negotiations are the Ashgrove and Sinbads.  Both facilities
will include full service alcohol licenses.

As proposed, the Central Plaza would have required a total of six
separate  alcohol  licenses  (four  beer  and  wine  and two full
service alcohol licenses) resulting  in  a  total  number  of  13
alcohol  licenses  on  the  Pier.   The  issue of the appropriate
number of licenses and operational aspects will be considered  as
part of the Pier Alcohol Policy as proposed by the PRC.

CEQA Compliance

The environmental review process began  in  May,  1990  with  the
preparation  of an Initial Study.  This preliminary environmental
assessment of the proposed project determined that  the  proposed
project   could   have   a  significant  adverse  impact  on  the
environment and that an environmental impact report (EIR)  should
be prepared.  On July 26, 1990, a Notice of Preparation of an EIR
was issued and published in  the  newspaper.   A  public  scoping
meeting was held on October 25, 1990.

On September 13, 1991, a Draft EIR  was  release  for  a  46  day
public  review  period  ending on  October 28, 1991.  During this
period,  11  comment  letters  were  submitted.   The  Final  EIR
responds to all comments and was released on December 20, 1991.

The Final EIR concludes that the implementation of  the  proposed
Pier  Development project would result in unavoidable significant
impacts in the areas of air quality, land use and traffic.   This
section  provides  a  description  of the significant impacts and
proposed mitigation measures for the Pier Development project  as
proposed.

Air Quality

The Final EIR analyzes  the  short-  and  long-term  air  quality
impacts  of  the  proposed  project.   The  short-term  pollutant
emissions projected to result from  the  short-term  construction
activities would not exceed threshold criteria established by the
South Coast Air Quality Management District (SCAQMD).  Therefore,
the temporary emissions are not considered significant.

Although the short-term construction effects are  not  considered
significant,  they  can  be  reduced  by  covering of stockpiles,
reducing construction equipment idling, using low sulfur fuel and
ceasing construction activities during second stage smog alerts.

Development of the proposed project would increase traffic  which
would result in an increase in existing levels of long-term daily
emissions.   The  project  is  not  expected  to  result  in  any
violations  of  the State one-hour carbon monoxide standard of 20
parts per million (ppm) at the identified receptor  locations  in
the  project  vicinity.  However, the proposed project plus Phase
II development would generate emissions on a summer  weekend  day
that would exceed SCAQMD criteria for nitrogen oxides.

The mitigation measure for the  significant  effect  on  nitrogen
oxide  levels  is  to  reduce the size of Phase II from 22,000 to
18,000 square feet.  Without this mitigation, the  project  would
result in an unavoidable significant impact to air quality.

Land Use

The Final EIR analyzes the  proposed  project's  compliance  with
applicable  land use regulatory documents, which include the Land
Use and Circulation Element  (LUCE)  of  the  General  Plan,  the
Zoning  Ordinance, the Pier Design Guidelines, the Beach Resource
Management Plan, and the standards of the Beach Overlay District.

The project site is zoned Residential-Visitor  Commercial  (RVC),
with  the  exception  of  the  1550  Pacific  Coast Highway State
parking lot, which is currently zoned Single  Family  Residential
(R1).   The lot is proposed to be rezoned to RVC under the City's
current redistricting plan.  The increase in parking on the  site
does not comply with the R1 designation.  Therefore, the rezoning
from R1 to RVC would  have  to  be  completed  prior  to  project
implementation.

The proposed parking structure at 1640 Appian Way does not comply
with the floor area ratio standards identified in the LUCE or the
Zoning Ordinance.  The four  level  parking  structure  would  be
partially  subterranean  and would accommodate 244 vehicles.  Due
to the slope of the site, the structure would be approximately 30
feet  in  height  as  measured from the Promenade and ten feet in
height as measured from Appian Way.  The height  of  the  parking
structure  would  be  30 feet.  Ground level retail (5,200 square
feet) would be located along The Promenade.

As proposed, the structure would have a  1.85  floor  area  ratio
(FAR),  which  exceeds the 1.0 FAR allowed by the LUCE and by the
Zoning Ordinance in the RVC Pier Overlay District.  In  addition,
the  parking  structure would occupy the entire site; no setbacks
are proposed and therefore, no landscaping will be provided along
the  public right-of-way.  The structure does not comply with the
setbacks and lot coverage required in the Zoning  Ordinance.   An
amendment  is  required to the LUCE and Zoning Ordinance to allow
the greater FAR.  In addition, a variance  is  required  for  the
encroachment  into  the front, side and rear yard setbacks and to
exceed the 70% lot coverage.

The four proposed buildings in the Central Plaza and three of the
rides  in  the  Fun Zone on the Pier will exceed the height limit
allowed in the RVC Pier Overlay district in the Zoning Ordinance.
The  RVC  district  allows  a total height of 2 stories, 30 feet.
Buildings 1, 3, and 4 have a roof height of  30  feet,  but  have
architectural  features  that extend above 30 feet; building 2 is
47 feet in height.  The architectural features on buildings 3 and
4  extend  to  a height of 47 feet; building 1 has an observation
tower that extends to 58 feet.   Therefore,  a  Zoning  Ordinance
text  amendment  would  be  required  for the proposed project to
allow for the increased height.

In addition, three of the rides proposed in the  Fun  Zone  would
exceed  the  30  feet in height allowed in the RVC district.  The
ferris wheel would be 115 feet, the roller coaster  would  be  60
feet  and  the wave swinger would be 45 feet.  A Zoning Ordinance
text amendment would be required to allow  the  increased  height
for amusement rides in the Fun Zone.

The Pier Development Program  and  Design  Guidelines  provide  a
historical  background  relating  to  the Pier's architecture and
establish goals and  objectives  for  restoring  the  Pier.   The
guidelines  affect all physical improvements including buildings,
attractions, common  area  improvements,  signage,  graphics  and
lighting.   The  proposed  project is in compliance with the Pier
Development Program and Design Guidelines.

The purpose of the Beach Resource Management Plan is to serve  as
a  guide  for  the management and development of the recreational
potential of the Santa Monica State Beach.  The plan was prepared
in  conjunction  with an operating agreement between the City and
the State Department of  Parks  and  Recreation.    The  proposed
project   complies  with  the  applicable  goals  and  objectives
contained in the Beach Resource Management Plan.

The Beach Overlay District created under Proposition S  expressly
excludes  the  Santa Monica Pier Platform and that portion of the
Pier that extends into the  Pacific  Ocean.   The  district  also
permits  140,000  square  feet  of  new  development  on the pier
platform.  The 1640 Appian  Way  parking  structure  is  proposed
within this area, however, the provisions of the ordinance do not
affect development of the property.     Therefore,  the  proposed
Pier  Development  project  and 1640 Appian Way parking structure
are  not subject to the Beach  Overlay  District  established  by
Proposition S.

Traffic

Preparation of the Final EIR  on  the  Pier  Development  project
began  in  August,  1990.   Since that time, the City Council has
directed staff to use the Highway  Capacity  Manual  (HCM)  delay
methodology  and  a  new  significance  criteria  for all traffic
studies.  However, because the traffic studies for the  Pier  and
Aquarium  EIRs  were near completion at the time Council acted on
these issues, Council agreed that  these  two  studies  would  be
conducted  using the CMA (Critical Movement Analysis) methodology
and the previously accepted significance criteria.

A comprehensive traffic and parking analysis  was  completed  for
the Pier Development Project Final EIR.  The analysis includes 40
intersections (31 signalized and 9 unsignalized)  during  typical
summer  weekday,  typical  non-summer  weekday and summer weekend
scenarios.  The Final EIR does  not  analyze  extreme  conditions
that  occur  during  peak seasons holidays such as Cinco de Mayo,
Memorial Day, Independence Day and Labor Day.  Both  morning  and
evening  typical  peak  periods  were  included  in the analysis.
However, due  to  the  trip  generation  characteristics  of  the
project, significant impacts occur only during the PM peak hours.

For summer weekday, the traffic study determines that 25  of  the
40  study  intersections  are forecast to operate at unacceptable
level of  service  E  or  F.     The  intersections  experiencing
significant  impacts during summer and non-summer typical PM peak
periods with the addition of project traffic are:

  o  Lincoln Boulevard at I-10 westbound ramp
     Summer and non-summer weekdays

  o  Lincoln Boulevard at I-10 eastbound ramp
     Summer and non-summer weekdays

  o  Lincoln at Pico
     Summer weekdays only

  o  Fourth Street at Santa Monica Boulevard
     Summer and non-summer weekdays

  o  Fourth Street at Colorado Avenue
     Summer and non-summer weekdays and summer weekends

  o  Ocean Avenue at Pacific Coast Highway ramps
     (near RAND Ocean Avenue driveway)
     Summer weekdays and summer weekends

  o  Neilson Way at Pico Boulevard
     Summer weekdays and summer weekends

  o  Lincoln at Colorado
     Summer weekends only

  o  Ocean Avenues at California Incline
     Summer weekends only

  o  Ocean Avenue at Seaside Terrace
     Summer weekdays, summer weekends

After   mitigation,   project   related   traffic   would   still
significantly   impact  six  intersections  on  summer  weekdays.
During  summer  weekends,  two  additional   intersection   would
experience unavoidable significant traffic impacts.  The proposed
project would result in unavoidable significant  adverse  traffic
impacts at the following intersections:

  o  Lincoln and I-10 Westbound ramp
  o  Lincoln and I-10 Eastbound ramp
  o  Fourth Street at Santa Monica Boulevard
  o  Fourth Street at Colorado
  o  Ocean Avenue at Pacific Coast Highway Ramp
  o  Neilson Way at Pico Boulevard
  o  Lincoln Boulevard at Colorado
  o  Ocean Avenue at California

The Revised Project  Consisting  of  the  Fun  Zone  and  Parking
Improvements  but  Without  Either  the Central Plaza or the 1640
Appian Way Parking Structure

As a result of the  significant  unavoidable  impacts  associated
with the proposed project as identified in the Final EIR, the PRC
and  staff  are  recommending  approval  of  a  revised   project
consisting  of  the  Fun  Zone  and  parking lot improvements but
without either the Central Plaza or the 1640 Appian  Way  parking
structure.   The  impacts associated with the development of this
revised project have been analyzed as Alternative  D  in  Section
VII  of  the  Final  EIR.   The  Final  EIR  determined  that the
development  of  the  revised  project  would   result   in   two
unavoidable significant traffic impacts at the intersections of:

  o  Lincoln and I-10 Westbound ramp
  o  Ocean Avenue and the Pacific Coast Highway ramp

In addition to reducing the  number  of  unavoidable  significant
traffic  impacts,  the  revised  project  would  not  require the
construction  of  a  parking  structure  at  1640   Appian   Way.
Therefore,  the  Zoning  Ordinance  amendments, General Plan Text
amendment,  variance  for  lot  coverage  and  setbacks  and  the
conditional  use  permit  for  the parking structure would not be
required.    Additionally, the Hot Dog on A Stick stand would not
have to be removed.

All other permits and approvals required  for  the  full  project
would be required for the revised project.

The anticipated number of net new visitors to the Pier  would  be
greatly  reduced  with  the revised project consisting of the Fun
Zone and parking lot improvements.  This would reduce many of the
adverse  impacts  relating  to parking and circulation as well as
eliminate the need for mitigation measures in those areas.

Section VII-D of the Final EIR analyzes the environmental impacts
associated  with the revised project.  As shown in the shared use
parking analysis in Section IV-L of the Final EIR,  this  revised
project  would  not  require  the additional parking improvements
suggested for the 1550 Pacific Coast Highway lot or  1590  Appian
Way  (Deauville  property).    However,  in an effort to maximize
public parking, the City is proposing to re-stripe the 1550  lot,
and  pave  the  Deauville  site  for a net increase of 285 spaces
beyond what exists  today.   Removal  of  the  Mermaid  Cafe  and
relocation  of  the  Beach Maintenance facility will not occur as
part of the revised project.

EIR Alternatives

Section  VII  of  the  Final  EIR  analyzed  a  total  of   eight
alternatives to the proposed project:

     (A)  No change in pre-project conditions;
     (B)  Reduced  Project Development for the Central Plaza, Fun
          Zone and Future Phase;
     (C)  Project without the Fun Zone;
     (D)  Project without the Central Plaza;
     (E)  Project  with  Aquarium on Deauville Property and Beach
          Maintenance Lot;
     (F)  Event Deck Alternative;
     (G)  Access Ramp Alternative, and
     (H)  Alternative Sites.

With  the  exception  of  the  "no  project"  alternative,  every
alternative  analyzed  would  result  in at least one unavoidable
significant traffic  impact.    The  following  table  lists  the
number  of  significant  traffic  impacts  associated  with  each
alternative studied.  Only PM  peak  hour  estimates  are  shown.
There  are  no  AM  peak hour traffic impacts associated with the
project or any of the alternatives.  This is a result of the peak
visitor attraction hours beginning after the morning peak traffic
period has ended.

Alternative                           PM PEAK SIG. IMPACTS

A.  No project                                0
B.  Half size project                         1
C.  Central Plaza only                        3
D.  Fun Zone only                             2
E.  Project with Aquarium                    11
F.  Project with Event Deck                  14
G.  Project with Access Ramp                 14
H.  Alternative sites                       N/A

No Change in Pre-Project Conditions

This alternative would leave the  project  site  and  surrounding
parking lots under current conditions.  The environmental impacts
associated with the proposed project would not occur.

Reduced Project Development For The Central Plaza, Fun  Zone  and
Future Phase

This  alternative  reduced  all  components  of  the  project  by
approximately  one-half  of the total floor area.  A reduction in
project size would have the impact of  creating  a  less  intense
development  that  would  more  closely  fit in with the existing
character of the Pier.

This alternative  would  result  in  an  unavoidable  significant
adverse  traffic  impact.   The  intersection of Ocean Avenue and
Pacific Coast Highway  would  be  significantly  impacted  during
summer  weekday  PM  peak hour traffic conditions.  No mitigation
measure has been proposed to reduce that impact to an  acceptable
level.

Project Without the Fun Zone

This alternative analyzes the impacts of  a  project  that  would
include  the Central Plaza, the 1640 Appian Way parking structure
and the 22,000 square feet of Central Plaza Phase II development.

As compared to the proposed project, the development  of  Central
Plaza Phase II  would not create a significant air quality impact
and would  not  need  to  be  reduced.   This  alternative  would
significantly  impact the following three intersections in the PM
peak hour:

  o  Lincoln Boulevard and I-10 Westbound Ramp
  o  4th Street and Colorado
  o  Ocean Avenue and Pacific Coast Highway

All other environmental impacts would be reduced as  compared  to
the  proposed  project.   The Fun Zone, which would have been the
visual focal point of the Pier would be eliminated.

Project with Aquarium on the Deauville/Beach Maintenance Site

This  alternative  includes  the  Central  Plaza  and  Fun  Zone.
Instead   of   converting   the  Deauville  site  and  the  beach
maintenance  lot  to  parking,  a  two-story  aquarium  would  be
constructed.   The  total  floor  area  of  the Aquarium would be
62,000 square feet including aquarium tanks (45,500 s.f.), retail
(7,000  s.f.), restaurant (2,000 s.f.) and education and function
rooms (7,500 s.f.).

This alternative  evaluated  two  parking  structure  options  at
either 1440 Pacific Coast Highway or 1640 Appian Way.

As compared to the proposed full size project,  this  alternative
would  result  in  additional  impacts  associated  with traffic,
utilities, public services, noise  and  aesthetics.   Unavoidable
significant  traffic  impacts  would  occur at a minimum of seven
intersection.  The Southern California  AQMD  threshold  criteria
for daily emissions of nitrogen dioxides would also be exceeded.

Event Deck Alternative

This alternative proposes to extend the northern edge of the Pier
over the 1550 Pacific Coast Highway parking lot to accommodate an
additional 185 parking spaces and a performance stage.  The  Pier
deck  would  be  expanded  by  approximately  64,400 square feet.
Access to the event deck and  parking  would  be  from  the  Pier
bridge.

As compared with the proposed  project,  this  alternative  would
result in an extension to the Pier deck that would result in more
vehicular traffic on the Pier  bridge.   This  alternative  would
have  slightly  increased  impacts  on  air,  noise, land use and
traffic.  A total of  14  intersections  would  be  significantly
impacted in the PM peak hour.

Access Ramp Alternative

This alternative would extend a ramp from the  northern  edge  of
the  Pier  down  to  the  1550 Pacific Coast Highway parking lot.
This ramp would allow cars to drive down the Pier bridge and ramp
into  the  parking lot. All other aspects of the proposed project
would remain the same.

This alternative would result in significant traffic  impacts  at
14  intersections  in  the  PM peak period.  Use of the Pier as a
ramp to the parking lot would create pedestrian/vehicle conflicts
and increase congestion on the Pier bridge.

Alternative Sites

The Final EIR evaluated seven alternative sites for  the  ability
to  reduce  the  project  impacts  and meet or exceed the project
objectives.  The alternative sites considered were the Ocean Park
Redevelopment  Area,  Pier  South to Pritikin, the former Pacific
Ocean Park site at the foot  of  Pier  Avenue  and  the  existing
Venice Pier site located south of the City.

Due to the site-specific objective  to  revitalize  the  existing
Pier in a way that preserves its unique character, an alternative
site would not  allow  the  feasible  attainment  of  the  stated
project objectives.

Approvals Being Requested For the Revised Project  Consisting  of
the  Fun  Zone  and  Parking  Improvements but Without Either the
Central Plaza or the 1640 Appian Way Parking Structure

The following approvals are required to adopt the revised project
consisting  of  the Fun Zone and parking lot improvements without
either  the  Central  Plaza  or  the  1640  Appian  Way   parking
structure.

1.   Resolution certifying the Final EIR on the  revised  project
     consisting  of the Fun Zone and parking improvements with  a
     statement  of  overriding  considerations  relating  to  two
     unavoidable significant traffic impacts.

2.   Development Review Permit for the revised project consisting
     of the Fun Zone and parking lot improvements.

3.   A reduced parking permit for shared parking for the  revised
     project   consisting   of  the  Fun  Zone  and  parking  lot
     improvements.

4.   A text amendment to the Zoning Ordinance for height  on  the
     Pier.   The following amendment is being requested, the bold
     type indicates the new text that will be added to the Zoning
     Ordinance:

SECTION 9015.6  Property Development Standards.  All property  in
the  RVC  District  shall  be  developed  in  accordance with the
following standards:

    (a) Maximum Building Height and FAR.  Maximum building
height, number of stories and floor area ratio shall be
determined as follows:

PROPERTIES BOUNDED BY THE    MAXIMUM     MAXIMUM NO.  MAXIMUM
FOLLOWING STREETS            HEIGHT      OF STORIES   FAR

Pier Overlay:
  a. Santa Monica Pier.      30' 40'         3        1.0
The Deauville site to the    for replacement
north, Seaside Terrace to    of existing
the south, The Promenade to  structures;
the west, and Ocean Avenue   115' for
to the east                  amusement rides

5.  A text amendment to the Zoning Ordinance for amusement ride
    lights.  The following amendment is being requested, the bold
    type indicates the new text that will be added to the Zoning
    Ordinance:

     SECTION   9040.27.    Lighting.    All   outdoor    lighting
     associated  with  commercial  uses  shall  be  shielded  and
     directed  away  from  surrounding  residential  uses.   Such
     lighting  shall  not  exceed 0.5 footcandles of illumination
     beyond the property containing the commercial use and  shall
     not   blink,  flash,  oscillate  or  be  of  unusually  high
     intensity of brightness, with  the  exception  of  amusement
     rides located on the Pier, which may have lights that blink,
     flash and oscillate.

If the Council chooses to adopt the Pier Development  Project  as
originally  proposed and analyzed in the Final EIR, the following
additional approvals would be required.

1.   A variance for the 1640  Appian  Way  parking  structure  to
     permit  encroachment  into  the  front,  side  and rear yard
     setbacks and to allow the structure to exceed  the  70%  lot
     coverage.

2.   A conditional use permit to allow construction of  the  1640
     Appian Way parking structure in the RVC District.

3.   A  text  amendment  to  the   Zoning   Ordinance   for   FAR
     requirements for the 1640 Appian Way parking structure.

4.   A General Plan Amendment for 1640 Appian Way.

Other Approvals Required

A Certificate of Appropriateness, issued by the City's  Landmarks
Commission, will be necessary to allow alterations or demolitions
of buildings on  the  Pier  platform.   Section  9621(a)  of  the
Landmarks  Ordinance  exempts  Landmarks  from  the Architectural
Review Board process, therefore, final design review and  signage
approval will be the responsibility of the Landmarks Commission.

The City's Landmarks  Commission  and  State  Coastal  Commission
review of the project will occur after City Council action on the
Zoning Ordinance and General Plan text amendments.

Comparative Analysis

The proposed full Pier  Development  Project,  with  the  Central
Plaza,  Fun  Zone,  1640 Appian Way parking structure and parking
lot improvements, meets all the  objectives  established  by  the
Pier   Restoration  Corporation  to  revitalize  the  Pier.   The
objectives, which were  developed  through  a  series  of  public
workshops,  outline  the parameters for future development on the
Pier.  The objectives are:

1.   To improve the Pier's economic position  by  increasing  the
     commercial square footage and providing quality products and
     services.

2.   To maintain on-going public control of the Pier by  offering
     commercial  areas  to  multiple tenants with the PRC/City as
     Landlord and Manager of the facility.

3.   To  retain  those  historic  and   unique   qualities   that
     distinguish  the  Santa  Monica  Pier  from  other piers and
     commercial enterprises, and that emphasizes its role in  the
     community.

4    To incorporate new development into the existing  character,
     scale and design of the Pier.

5.   To attract and serve visitors from a broad range  of  income
     groups and lifestyles.

6.   To   remove   parking   from   the   Pier   to   create    a
     pedestrian-friendly environment.

7.   To  maximize  interaction  with  the  waterfront  and  beach
     surroundings   through   public  access,  merchandising  and
     design.

8.   To provide entertainment and recreation facilities as a main
     focus of the development.

9.   To develop the Pier as a year-round attraction with extended
     nighttime and multi-season uses.

10.  To apply the highest standards of  architectural  design  to
     the  proposed  development, with a mix of uses that are both
     architecturally and environmentally sensitive  to  the  site
     and adjacent land uses.

The proposed full project including the Central Plaza provides an
opportunity  for  the mix of uses necessary to achieve the stated
PRC objectives.  However, the full size project  is  expected  to
create  eight  unavoidable significant traffic impacts.  Removing
the  Central  Plaza  from  the  project  reduces   the   expected
unavoidable significant traffic impacts to two intersections.

The revised project consisting of the Fun Zone  and  parking  lot
improvements  would  meet  many  of the stated objectives for the
Pier.  It would attract and serve visitors from a range of income
groups  and  lifestyles  as  well  as  provide  entertainment and
recreation facilities that would create a  year-round  attraction
and  enhance  coastal  access.   In  addition,  the City would be
re-striping the 1550 parking lot and paving the Deauville site to
create  285  additional  public  parking  spaces.  Although these
spaces  are  not  required  for  the   revised   project,   these
improvements  will enhance and improve public access to the coast
and Pier.

Although  the  revised  project  would  not  improve  the  Pier's
economic  position  to  the  extent  the  full  project  would by
increasing the commercial square footage on the Pier,  given  the
congested condition of the intersections in the Pier and Downtown
areas and the ability of the project without the Central Plaza to
meet  most  of  the  PRC  objectives, it is recommended that this
alternative be approved.

As part of the conditions of approval the PRC has requested,  and
staff  is recommending, that condition number 14 allow a two year
period, with the ability  for  a  one  year  extension,  for  the
building permits to be issued.  Due to the nature of the project,
additional time beyond that granted for a typical development  is
believed to be necessary and appropriate.

PLANNING COMMISSION ACTIONS

On March 2, 1992 the Planning Commission approved the project and
certified  the  Final EIR.  The following outlines the Commission
actions:

Certification of the Final EIR:

The Planning Commission directed staff to prepare an addendum  to
the Final EIR to incorporate the following conditions:

Revise the third mitigation measure in the Final EIR, Section  B,
page IV-B-11 on Earth to read as follows:

"The two Underground Storage Tanks (USTs)  shall  be  removed  in
compliance  with  all applicable regulations of the City of Santa
Monica, the South Coast Air Quality Management District, and  the
Los Angeles County Department of Health Services."

Add the following mitigation measure in the Final EIR, Section E,
page IV-E-8 on Noise:

"Roller coaster rides  shall  be  designed  to  require  and  use
plastic wheels on metal rails."

Add the following language on page III-F-1, Related Projects:

"The Aquarium project, proposed to be located on the  City  owned
Deauville  site,  is  the  subject  of  a  development  agreement
application, and has not yet  completed  CEQA  analysis  or  been
approved by any City agency.  Although related projects currently
under environmental review qualify as probable future projects to
be  included  in  a cumulative analysis, the Aquarium project was
not included in the cumulative analysis for the Pier  Development
Project  for  the  following  reason:  the Aquarium project under
environmental review was proposed to be built  on  the  Deauville
site;   the Pier Development Project also proposes to utilize the
City-owned Deauville site, but for parking purposes.   Thus,  the
projects  are  mutually  exclusive.  Approval of the Pier project
with parking on the Deauville  site  would  render  the  Aquarium
project  no longer viable at that site.  Thus, if the anticipated
environment effects of the Aquarium project had been included  in
the  cumulative  analysis  of  the  Pier  project,  the resulting
analysis would have erroneously overstated cumulative effects."

Additional Development Review Permit Conditions:

The Fun Zone hours of operation shall be limited to 10 a.m. to 10
p.m.  Sundays  through  Thursdays  and  10 a.m. to 12 midnight on
Fridays and Saturdays and holidays.

Roller coaster rides shall be designed to require and use plastic
wheels on metal rails.

Planning Commission recommendation on the zoning text amendments:

Section 9015.6 Property Development Standards.  All  property  in
the  RVC  District  shall  be  developed  in  accordance with the
following standards:

(a)  Maximum Building Height and FAR.  Maximum  building  height,
number  of  stories  and  floor area ratio shall be determined as
follows:

PROPERTIES BOUNDED BY THE     MAXIMUM       MAXIMUM NO.   MAXIMUM
FOLLOWING STREET              HEIGHT        OF STORIES    FAR

Pier Overlay:                 30'               2         1.0
  a. Santa Monica Pier.       40'               3         1.0
The Deauville site to the     for replacement
north, Seaside Terrace to     of Sinbad's
the south, The Promenade to   building only;
the west, and Ocean Avenue    115' for a maximum of one
to the east                   amusement ride; and 40'
                              for all other amusement rides.

(Staff is not recommending approval of  the  Planning  Commission
modifications,  staff  is  recommending  approval of the original
language allowing amusement rides up to a maximum height  of  115
feet).

Section 9040.27.  Lighting.  All outdoor lighting associated with
commercial   uses  shall  be  shielded  and  directed  away  from
surrounding residential uses.  Such lighting shall not exceed 0.5
footcandles  of  illumination  beyond the property containing the
footcandles of illumination beyond the  property  containing  the
commercial  use  and  shall  not blink, flash, oscillate or be of
unusually high intensity of brightness,  with  the  exception  of
amusement  rides  located on the Pier, which may have lights that
blink, flash and oscillate.

Planning Commission Recommendations to Council Regarding the Pier
Restoration Corporation:

     o    The PRC should develop a  program  that  addresses  the
need  for training of security in crowd control and management of
large events.

     o    The PRC should develop  a  balanced  master  plan  that
includes a broad mixture of uses for the Pier.

Grounds For Appeal

On March 16, 1992 an appeal of the Planning  Commission  approval
was  filed  by Diane Simpson.  In general, the grounds for appeal
relate to Coastal Commission concerns.  The  reasons  stated  for
the appeal are as follows:

1)   The development fails to provide adequate physical access to
public or private commercial use, or interferes with such uses.

2)   The development fails to protect public views from any  road
or from a recreation area to and along the coast.

3)   The development  is  not  compatible  with  the  established
physical scale of the area.

4)   The development is not in conformity with the Local  Coastal
Program.  Including but not limited to:

     Cumulative impacts not adequate;
     Parking inadequate;
     Does not protect environment, scenic  and  visual  resources
     may be harmed;
     Does not insure priority for coastal  dependent  development
     abuse of neighborhood process;
     Development  fails  to  adequately  address  public   safety
     concerns   of   citizens  of  Santa  Monica  (Police,  Fire,
     Ambulance Access); and
     Inadequate financial analysis

5)   EIR did not analyze summer weekend  traffic,  left  impacted
intersection  without  mitigation  and did not adequately analyze
impact of noise of rides.

In response to the  above  issues  the  Final  EIR  and  Planning
Commission findings determined that the revised project, with the
exception of one intersection, would not have an  adverse  impact
to  the  surrounding  area.   Adequate  physical  access  will be
provided  for  a  typical  summer  weekend  or  weekday   period.
Improvements  such as the widening of the 1550 parking lot access
road, the re-striping of Seaside Terrace,  the  widening  of  the
pedestrian  walk  down  to  the Pier, and the 20 foot fire access
lane around the project demonstrate that the  issue  of  physical
access has been thoroughly evaluated.

In relation to public views, no views from any road or recreation
area along the coast are being impacted.  The structures proposed
are on the Pier, well away from any coastal road, and consist  of
amusement  rides  that  will  add to the festive and recreational
atmosphere of the  Pier.   These  rides  will  serve  to  attract
additional visitors to the Pier and enhance coastal access.

Regarding physical compatibility with  the  area,  the  Pier  has
historically been a pleasure pier with amusements and rides.  The
design elements of the revised project retain  the  historic  and
unique   qualities  of  the  Pier  and  the  uses  emphasize  the
significant recreational role the Pier plays in the community and
region.

In relation to conformity with the  LCP,  the  City  and  Coastal
Commission  have  yet  to  agree  on  an  adopted  LCP  document.
However, the revised project is completely  consistent  with  the
Draft  LCP  approved  by  Council  and  submitted  to the Coastal
Commission.  The Final EIR, and the Planning Commission findings,
determined  that  there would not be any cumulative impacts, that
parking was more than adequate (the revised project will  provide
285  additional  parking  spaces), the use is a coastal dependent
and priority use in the Coastal Zone, and the  issues  of  public
safety have been adequately addressed as stated in the Final EIR.

In relation to summer weekend traffic,  and  noise  impacts,  the
Final  EIR did contain an analysis of both of the issues.  Due to
the timing of the project, actual summer counts were not possible
to  obtain.   In  fact, had the EIR been delayed to obtain summer
counts in 1991, the counts would have been far below  the  counts
used  in  the  Final  EIR  due  to  the unusual weather.  The EIR
utilized traffic counts taken on a President's day weekend,  when
the  weather  was  good, and inflated those counts by 10 percent.
The Final EIR contains an addendum addressing the issue of noise.
It  determined  that the revised project could not have an impact
to the surrounding area, and that the revised project would  stay
within the limits of the noise ordinance.

Given that the Planning Commission found that the  project  would
not impact the area, and would provide additional coastal access,
staff recommends the appeal be denied and the revised project  be
approved.

BUDGET/FINANCIAL IMPACT

The revised project, consisting  of  the  Fun  Zone  and  parking
improvements  to  the  1550  lot,  will  result in an increase in
revenues over existing conditions.  The estimated annual revenues
to  the  Pier  Fund in 1996 are outlined below.  This analysis is
general and conservative in its projected benefit  analysis.   It
inlcudes  only  those  lease revenues associated with the revised
project, while it considers the full cost to the Pier Fund.

The estimated Pier Fund Revenues and Pier  Fund  Costs,  adjusted
for inflation to 1996 are as follows:

Pier Fund Revenues

Pier Parking             $  592,000
Carousel                 $  200,000
Beach Fund Reimbursement $  328,000
Lease Revenues           $1,500,000

Total (1996)             $2,620,000

Pier Fund Costs

The annual costs to the Pier Fund are projected to be  $2,700,000
in  1992.   This  estimate,  adjusted  for  inflation  to 1996 is
$3,400,000.

Under existing conditions, the Pier experiences an annual deficit
of  approximately  $900,000  which  is  funded out of the General
Fund.  With implementation of the revised  project,  this  annual
General  Fund  subsidy would be reduced by approximately $120,000
to an annual estimated deficit of $780,000.

General Fund Revenues and Costs

The Fun Zone will contribute an estimated $87,000 (1996)  to  the
General Fund from fees and taxes.  The Fun Zone approximate share
of General Fund costs to operate the  Pier  is  estimated  to  be
$50,000  per  year.   Therefore, the Fun Zone could contribute an
additional annual $37,000  toward  further  reducing  the  Pier's
General  Fund  subsidy,  thereby  resulting  in a total estimated
annual General Fund subsidy of $743,000.  These estimated do  not
include additional sale taxes which have not been estimated.

RECOMMENDATION

Staff recommends approval of the revised  project  consisting  of
the  Fun Zone and parking lot improvements but without either the
Central Plaza or the  1640  Appian  Way  parking  structure.   To
implement  the  recommendation the City Council needs to take the
following actions to approve the revised project:

1.   Adopt a Resolution certifying the Final EIR on  the  revised
     project   consisting   of  the  Fun  Zone  and  parking  lot
     improvements with a statement of  overriding  considerations
     for two unavoidable significant traffic impacts.

2.   Approve a Development Review Permit for the revised  project
     consisting  of  the  Fun  Zone  and parking lot improvements
     subject to the attached findings and conditions.

3.   Approve a Reduced Parking Permit for shared parking for  the
     revised  project  consisting of the Fun Zone and parking lot
     improvements  subject   to   the   attached   findings   and
     conditions.

4.   Adopt for first reading the Zoning Ordinance text  amendment
     to increase the maximum allowable height on the Pier.

5.   Adopt for first reading the Zoning Ordinance text  amendment
     for amusement ride lights.

Prepared By:  Paul Berlant, Director of LUTM
              Suzanne Frick, Planning Manager
              Land Use and Transportation Management Department
              Program and Policy Development Division

Attachments:  A-Resolution Certifying the EIR
              B-Proposed Zoning Ordinance Text Amendments
              C-Proposed Findings and Conditions For Approval of
              The Revised Project
              D-Planning Commission Statement Of Official Action
              E-Appeal Form Submitted By Diane Simpson
              F-Final EIR


                          Attachment C

Conditions on the Certification of the Final Environmental Impact
Report on the Pier Development Project

Revise the third mitigation measure in the Final EIR, Section  B,
page IV-B-11 on Earth to read as follows:

  "  The two Underground Storage Tanks (USTs) shall be removed in
     compliance  with  all  applicable regulations of the City of
     Santa  Monica,  the  South  Coast  Air  Quality   Management
     District,  and  the  Los Angeles County Department of Health
     Services."

Add the following mitigation measure in the Final EIR, Section E,
page IV-E-8 on Noise:

  "  Roller coaster rides shall be designed to  require  and  use
     plastic wheels on metal rails."

Add the following language on page III-F-1, Related Projects:

  "  The Aquarium project, proposed to be  located  on  the  City
     owned  Deauville  site,  is  the  subject  of  a development
     agreement  application,  and  has  not  yet  completed  CEQA
     analysis  or  been  approved  by  any City agency.  Although
     related  projects  currently  under   environmental   review
     qualify  as  probable  future  projects  to be included in a
     cumulative analysis, the Aquarium project was  not  included
     in  the cumulative analysis for the Pier Development Project
     for  the  following  reason.   The  Aquarium  project  under
     environmental  review  was  proposed  to  be  built  on  the
     Deauville site.  The Pier Development Project also  proposes
     to  utilize  the  City-owned Deauville site, but for parking
     purposes.   Thus,  the  projects  are  mutually   exclusive.
     Approval  of  the Pier project with parking on the Deauville
     site would render the Aquarium project no longer  viable  at
     that  site.  Thus, if the anticipated environment effects of
     the Aquarium project had been  included  in  the  cumulative
     analysis  of  the Pier project, the resulting analysis would
     have erroneously overstated cumulative effects."


Findings for the Development Review Permit  #91-006  for  Revised
Project Consisting of the Fun Zone and Parking Lot Improvements

1.   The physical  location,  size,  massing,  and  placement  of
     proposed structures on the site and the location of proposed
     uses within the  project  are  compatible  with  and  relate
     harmoniously to surrounding sites and neighborhoods, in that
     the design elements retain the historic and unique qualities
     of the Pier and that the uses emphasize the role of the Pier
     in the community.

2.   The rights-of-way can  accommodate  autos  and  pedestrians,
     including  parking  and  access, in that specific mitigation
     measures  have  been  designed  to   improve   traffic   and
     circulation   in   the  Pier  area  have  been  required  as
     conditions of approval.

3.   The health and safety  services  (police,  fire,  etc.)  and
     public  infrastructure  (e.g.  utilities)  are sufficient to
     accommodate the new development, in that specific mitigation
     measures  have  been  developed  and  have  been required as
     conditions of approval.

4.   The project is generally consistent with the Municipal  Code
     and  General  Plan,  in  that, upon the approval of the text
     amendment required to allow additional lighting on Fun  Zone
     rides,  the Final EIR found that the revised project without
     the Central Plaza and 1640 Appian Way parking  structure  is
     consistent with the Municipal Code and General Plan.

5.   Reasonable mitigation measures have been  included  for  all
     adverse  impacts  identified  in  the   Environmental Impact
     Report, in that with the implementation of all the  required
     mitigation  measures the project will result two unavoidable
     significant traffic impacts.

6.   The project will revitalize the City-owned  Pier  in  a  way
     that  preserves  its  unique  character and at the same time
     serves the current and future needs of the  community.   The
     project will provide:

     (a)  increased public parking;
     (b)  year round recreational opportunities;
     (c)  extended nighttime and multi-season uses;
     (d)  circulation  and access improvements to the area around
          the Pier;
     (e)  uses  that will attract and serve visitors from a broad
          range of income groups and lifestyles;
     (f)  design  elements  that  retain  the historic and unique
          qualities that distinguish the Santa Monica  Pier  from
          other piers and commercial enterprises;
     (g)  uses that will emphasize the role of the  Pier  in  the
          community, and
     (h)  increased  revenues  to  the  City  while   encouraging
          increased public access at the Pier.

Conditions for the Revised Project Consisting of the Fun Zone and
Parking Lot Improvements

Plans

1.     This approval is for those plans  included  in  the  Final
       EIR,  a  copy of which shall be maintained in the files of
       the City Planning Division.  Project  development shall be
       consistent with such plans, except as otherwise specified
       in these conditions of approval.

2.     The Plans shall comply with all other provisions of  Chap-
       ter  1,  Article  IX  of  the  Municipal Code, (Zoning Or-
       dinance) and all other pertinent  ordinances  and  General
       Plan  policies of the City of Santa Monica except as amen-
       ded for this project.

3.     Minor amendments to the plans shall be subject to approval
       by  the Director of Planning.  A significant change in the
       approved concept shall be subject to  Planning  Commission
       Review.   Construction  shall  be  in conformance with the
       plans submitted or as modified by the Planning Commission,
       Landmark  Commission, Architectural Review Board or Direc-
       tor of Planning.

Landmarks Commission

4.     Plans for final design, landscaping, screening, trash  en-
       closures, and signage for the Fun Zone shall be subject to
       review and approval by the Landmarks Commission.

5.     Refuse areas, storage areas and mechanical  equipment  for
       the  Fun  Zone  shall  be screened in accordance with SMMC
       Section 9040.13-9040.15.  Refuse areas shall be of a  size
       adequate  to  meet on-site need, including recycling.  The
       Landmarks Commission its review shall pay  particular  at-
       tention to the screening of such areas and equipment.  Any
       rooftop mechanical equipment shall be minimized in  height
       and  area,  and shall be located in such a way as to mini-
       mize noise and visual impacts to  surrounding  properties.
       Unless  otherwise  approved  by  the Landmarks Commission,
       rooftop mechanical equipment shall  be  located  at  least
       five feet from the edge of the roof.

Construction

6.     Unless otherwise approved by  the  Department  of  General
       Services,  all  sidewalks shall be kept clear and passable
       during the construction phase of the project.

7.     Sidewalks, curbs, gutters, paving and driveways which need
       replacing  or removal as a result of the project as deter-
       mined by the Department of General Services shall  be  re-
       constructed  to  the  satisfaction  of  the  Department of
       General Services.  Approval for this  work  shall  be  ob-
       tained  from  the  Department of General Services prior to
       issuance of the building permits.

8.     A construction period mitigation plan shall be prepared by
       the  applicant  for  approval by the Department of General
       Services prior to issuance of a building permit.  The  ap-
       proved mitigation plan shall be posted on the construction
       site for the duration  of  the  project  construction  and
       shall  be produced upon request.  As applicable, this plan
       shall 1) Specify the names, addresses,  telephone  numbers
       and  business  license numbers of all contractors and sub-
       contractors as well as the developer  and  architect;   2)
       Describe  how  demolition of any existing structures is to
       be accomplished;  3) Indicate where any cranes are  to  be
       located  for  erection/construction;  4) Describe how much
       of the public street, alleyway, or sidewalk is proposed to
       be  used  in  conjunction with construction;  5) Set forth
       the extent and nature of any pile-driving operations;   6)
       Describe  the length and number of any tiebacks which must
       extend under the property of other  persons;   7)  Specify
       the  nature and extent of any dewatering and its effect on
       any adjacent buildings;  8) Describe anticipated construc-
       tion-related truck routes, number of truck trips, hours of
       hauling and parking location;  9) Specify the  nature  and
       extent  of  any helicopter hauling;  10) State whether any
       construction activity beyond normally permitted  hours  is
       proposed;   11)  Describe  any proposed construction noise
       mitigation  measures;   12)  Describe  construction-period
       security  measures  including  any  fencing, lighting, and
       security personnel;  13) Provide a  drainage   plan;   14)
       Provide  a  construction-period  parking  plan which shall
       minimize use of public streets for parking;   15)  List  a
       designated on-site construction manager.

9.     A sign shall be posted on the property in a manner consis-
       tent with the public hearing sign requirements which shall
       identify the address and phone number of the owner  and/or
       applicant  for the purposes of responding to questions and
       complaints during  the  construction  period.   Said  sign
       shall  also indicate the hours of permissible construction
       work.

10.    A copy of these conditions shall be posted  in  an  easily
       visible  and  accessible location at all times during con-
       struction at the project site.  The pages shall  be  lami-
       nated  or  otherwise protected to ensure durability of the
       copy.

Miscellaneous Conditions

11a.   The operation shall at all times be conducted in a  manner
       not  detrimental to surrounding properties or residents by
       reason of lights,  noise,  activities,  parking  or  other
       actions.

11b.   The Fun Zone hours of operation shall  be  limited  to  10
       a.m.  to  10 p.m. Sundays through Thursdays and 10 a.m. to
       12 midnight on Fridays and Saturdays and holidays.

Validity of Permits

12.    In the event permittee violates or fails  to  comply  with
       any conditions of approval of this permit, no further per-
       mits, licenses, approvals  or  certificates  of  occupancy
       shall  be  issued  until  such  violation  has  been fully
       remedied.

13.    Within ten days of Planning Division  transmittal  of  the
       Statement of Official Action, project  applicant     shall
       sign and return a copy of the Statement of Official Action
       prepared  by the Planning Division, agreeing to the Condi-
       tions of approval and acknowledging that failure to comply
       with  such  conditions shall constitute grounds for poten-
       tial revocation of the permit approval.  By signing  same,
       applicant  shall not thereby waive any legal rights appli-
       cant may possess regarding said  conditions.   The  signed
       Statement  shall  be  returned  to  the Planning Division.
       Failure to comply with  this  condition  shall  constitute
       grounds for potential permit revocation.

14.    This determination shall not become effective for a period
       of  fourteen  days  from  the date of determination or, if
       appealed, until a final determination is made on  the  ap-
       peal.  Any appeal must be made in the form required by the
       Zoning Administrator.  The approval of this  permit  shall
       expire two years from the permit's effective date, unless,
       in the case of new development, a building permit has been
       obtained.   A  one  year extension may be permitted if ap-
       proved by the Director of Planning prior to the expiration
       of the two year period.

Monitoring of Conditions

15.    Pursuant to  the  requirements of  Public  Resources  Code
       Section 21081.6, the  City    Planning    Division    will
       coordinate a monitoring and  reporting  program  regarding
       any  required  changes  to the project made in conjunction
       with project approval and any conditions of approval,  in-
       cluding  those  conditions  intended  to mitigate or avoid
       significant effects  on  the  environment.   This  program
       shall  include,  but  is not limited to, ensuring that the
       Planning Division itself and other City divisions and  de-
       partments  such  as  the  Building  Division,  the General
       Services Department, the Fire Department, the  Police  De-
       partment,   the   Community   and   Economic   Development
       Department and the Finance Department are aware of project
       requirements  which must be satisfied prior to issuance of
       a Building Permit,  Certificate  of  Occupancy,  or  other
       permit,  and  that  other responsible agencies are also in
       formed of conditions relating to  their  responsibilities.
       Project owner shall demonstrate compliance with conditions
       of approval in a written report submitted to the  Planning
       Director  and  Building  Officer  prior  to  issuance of a
       Building Permit  or  Certificate  of  Occupancy,  and,  as
       applicable,  provide periodic reports regarding compliance
       with such conditions.

CONDITIONS OF APPROVAL PER THE EIR MITIGATION MEASURES

Earth

1.     During project construction, all grading shall be
       carefully observed, mapped and tested by he project
       engineer.  All grading shall be performed under the
       supervision of a licensed engineering geologist and/or
       soils engineer in accordance with applicable provisions of
       the Municipal Code to the satisfaction of the City
       Building and Safety Department.

2a.    The project shall adhere to all applicable regulations
       regarding tank closure as mandated by the following
       agencies: City of Santa Monica Department of General
       Services, Water Department, and Fire Department, South
       Coast Air Quality Management District, and the Los Angeles
       County Department of Health Services.

2b.    The two Underground Storage Tanks (USTs) shall be removed
       in compliance with all applicable regulations of the City
       of Santa Monica, the South Coast Air Quality Management
       District, and the Los Angeles County Department of Health
       Services.

Air Quality

3.     Any stockpiles of soil, sand, and similar material shall
       be covered.

4.     Construction equipment shall be shut off to reduce idling
       when not in direct use.

5.     Low sulfur fuel shall be used for construction equipment.

6.     Construction activities shall be discontinued during
       second stage smog alerts.

Plant and Animal Life

7.     In order to reduce potential adverse impacts on marine
       life, recyclable food service products and shopping bags
       shall be required for all businesses on the Pier.

8.     Trash receptacles shall be located throughout the Central
       Plaza and Fun Zone and along the entire Pier.  Trash
       receptacles shall be located no more than 25 feet from
       one another.

Noise

9.     Prior to the issuance of building permits, a construction
       plan shall be submitted to the City in sufficient detail
       to determine the duration of construction activities and
       the specific types of equipment to be used and their
       approximate location.  Locations for compressors and pumps
       shall be specifically located.

10.    The project shall comply with applicable City noise
       regulations specified in the City Noise Ordinance (Noise
       Ordinance Numbers 1406 CCS and 1458 CCS).

11a.   During construction, the project contractors shall muffle
       and shield intakes and exhaust, shroud and shield impact
       tools, and use electric-powered rather than diesel-powered
       construction equipment, as feasible.

11b.   Roller coaster rides shall be designed to require and use
       plastic wheels on metal rails.

Light and Glare

12.    Project lighting and building materials shall be built
       and/or installed in accordance with City of Santa Monica
       ordinances, standards and applicable requirements.

13.    Exterior building surfaces shall be of a color, material
       and texture to reduce daytime glare.

14.    Outdoor lighting shall be shielded and directed on-site
       and downward.

15.    Outdoor lighting shall be reduced or softened after peak
       hours, especially in restaurant areas and in the amusement
       areas after the Fun Zone has ceased operations.  Outdoor
       lighting shall be restricted to security lighting between
       the hours of 2:00 a.m. and 6:00 a.m.

16.    General night lighting of all public areas shall be a
       minimum level of four footcandles and a maximum of eight
       footcandles.  This standard shall be applied to lighting
       in all public parking lots and parking structures.

17.    General night lighting of all non-public service areas
       shall be a minimum level of two footcandles and a maximum
       level of four footcandles.

Right-of-Way/Public Access

18.    The project shall comply with all State and City
       standards, codes and ordinances regarding the provision of
       access and parking to the general public and the
       handicapped.

19.    Pedestrian walkways through the parking lots shall be
       clearly delineated, and signage shall be posted to
       indicate the safest pathway to the Pier for pedestrians
       and warning motorists of those walkways.  In addition, the
       pedestrian access pathway from the Civic Center site
       through the Rand Corporation site shall be marked with
       appropriate signage and the stairs adjacent to the Moss
       Avenue pumping plant shall be well lighted.

20.    Stop signs shall be placed where the driveways to the 1590
       Appian Way parking lot and the 1440 Pacific coast Highway
       State parking lot cross the Promenade.  In addition,
       appropriate markings and cross walks shall be indicated
       and incorporated into the Promenade at those locations to
       provide a further indication of pedestrian traffic to
       motorists.

21.    The 1550 Pacific Coast Highway State parking lot access
       road shall be widened to accommodate a total of four
       traffic lanes, two inbound and two outbound, shall be
       provided at the entrance to the 1550 Pacific Coast Highway
       State parking lot traffic control booth.  The lanes shall
       be reversible, thereby permitting up to three lanes in one
       direction during peak periods.

22.    Seaside Terrace between Ocean Avenue and Appian Way shall
       be striped with three lanes (a minimum street width of 36
       feet would be required.)  A six foot right-of-way would be
       required from the parcel on the north side of Seaside
       Terrace between Appian Way and Seaside Terrace.  As
       required, two lanes could be provided in one direction and
       one in the other to accommodate peak inbound and outbound
       traffic flows.  At the intersection of Seaside Terrace and
       Ocean Avenue, a specially designed traffic signal can be
       installed to allow two lanes of traffic to enter
       southbound onto  Ocean Avenue.  This system should
       minimize delay of  motorists exiting the 1550 lot during
       peak periods.

23.    Exiting (outbound) traffic should be allowed to exit from
       1440 directly onto southbound Pacific Coast Highway.  The
       Pacific Coast Highway exit should be positioned far enough
       north to allow drivers to maneuver either into the Pacific
       Coast Highway lane destined toward eastbound I-10 or into
       the lane toward the Pacific Coast Highway off-ramp to
       Ocean Avenue.  This exit point will allow a majority of
       the exiting vehicles direct access to the freeway system
       or to downtown Santa Monica without using the Appian Way,
       Seaside Terrace, Ocean Avenue routes.  Clear signage
       should also be provided to direct drivers to this exit and
       into the proper lanes destined for I-10 or Ocean Avenue.
       Advance warning signs to this should be provided inside
       the 1440 parking area to direct drivers to I-10 or Ocean
       Avenue via Pacific Coast Highway.

24.    Appian Way is constrained underneath the Pier ramp.  This
       limits the ability to construct significant road
       improvements.  However, it may be feasible to construct a
       32 foot wide roadway under the Pier ramp which could be
       striped  for three lanes of traffic.  During peak periods,
       two  lanes could be used in one direction and one in the
       other  to accommodate peak inbound and outbound traffic
       flows.  This improvement coupled with a similar
       improvement on  Seaside Terrace will provide three lanes
       of traffic  between the 1550 Pacific Coast Highway parking
       lot and Ocean Avenue.

25.    The sidewalk on the south side of the Pier Bridge shall be
       widened by eliminating the sidewalk on the north side of
       the Pier bridge and relocating the two lanes of traffic to
       the north side of the Pier bridge.

26.    A 20 foot fire access lane shall be provided around the
       entire perimeter of the pier, to the end of the Municipal
       Pier and between the Hippodrome and Billiard Building, and
       a 12 foot ambulance lane shall be provided through the Fun
       Zone to the satisfaction of the Santa Monica Fire and
       Police Departments.

27.    The Carousel Park handicapped access ramp shall be brought
       up to code by installing a continuous handrail along the
       lower segment of the ramp, and a full handrail along the
       other side of the ramp.

Traffic

28.    Lincoln Boulevard at Pico Boulevard - restripe the
       northbound and southbound approaches to add another
       through lane in the northbound and southbound directions.
       Elimination of peak hour parking on Lincoln Boulevard is
       necessary.  With these improvements the V/C ratio and
       level of service at this intersection is forecast to be
       1.49 and F, respectively.

Parking

29.    The proposed project shall comply with handicapped
       accessibility requirements as set forth in Title 24 of the
       State Building Code.

Utilities
Water

30.    Provisions for meeting fire flow requirements and any
       improvements to on-site water lines shall be incorporated
       into the final project design prior to issuance of a
       building permit.  Improvement costs are to be borne by the
       project applicant.

31.    In order to meet the requirements of emergency water
       control ordinance, the project shall pay a water
       connection fee to the Director of General Services.  This
       fee shall be calculated according to the following fee
       contained in Resolution Number 8196 CCS: $3.00 x (average
       number of gallons per day x 2).

32.    The project shall be required to pay a water connection
       fee to the City before a permit can be issued to connect
       to the water system.

Sewer

33.    The project shall comply with the provisions of current
       and/or future ordinances regarding sewer capacity
       allotment in the City of Santa Monica.

34.    Prior to issuance of a building permit, a flow test of
       downstream lines shall be conducted to determine if
       existing sewer lines serving the project site are adequate
       to serve the proposed project.  Any required improvements
       to the sewage collections system shall be borne by the
       project applicant.

35.    The project shall be required to pay a sewerage facilities
       charge to the City before a permit can be issued to
       connect to the sewer per Section 7190 of Ordinance 1451.

Solid Waste

36.    The project shall participate in the Santa Monica
       Recycling Program.  The program available to commercial
       developments include, but are not limited to, the
       following:
       -trash bins shall be segregated with regard to recyclable
       or non-recyclable designation; and
       -glass and newspapers shall be further segregated from the
       project's wastestream, for eventual collection by
       municipal employees.

37.    Outdoor trash receptacles shall be shielded from general
       public view on at least three sides by impact-resistant
       walls not less tan five or more than eight feet in height,
       and by an impact resistant gate of not less than five and
       not more than eight feet in height.

38.    Trash receptacles sufficient in size and number to contain
       the trash generated from the uses on the site shall be
       provided.  The City of Santa Monica requires 100 square
       feet of storage capacity for the first 10,000 square feet
       under roof, and five square feet of storage capacity for
       each additional 1,000 square feet under roof.  This is a
       basic guideline, and can be modified, based on collection
       mode and frequency of collection.

39.    Appropriate signage shall be placed in strategic locations
       on the Pier to notify visitors and employees of existing
       anti-litter laws and regulations.

40.    Separate recycling receptacle cans shall be clearly
       marked, and placed alongside trash cans in the food court
       area, and all other portions of the Pier.

41.    Recyclable food service products and shopping bags shall
       be required for all businesses on the Pier.

Public Services
Fire Protection

42.    No building or portion of a building shall be constructed
       more than 150 feet from the edge of a roadway or
       designated fire lane.

43.    Fire hydrants shall be located on-site.  Their number and
       location will be determined after the Fire Department
       reviews definitive project plans and specifications.

44.    The proposed project shall comply with all applicable
       State and local ordinances.

45.    Definitive project plans and specifications shall be
       submitted to the Fire Department, and requirements shall
       be satisfied prior to the issuance of a building permit.

Police Protection

46.    Public spaces, such as common areas, walkways, parking
       lots, and stairways shall be designed to prevent areas of
       concealment.

47.    All areas of the project shall be well-lighted, including
       alcoves, walkways, and stairways.  Such lighting,
       however, shall be designed to minimize illumination
       impacts on surrounding land uses.

48.    The project shall meet with the Police Department for
       security design assistance.  Prior to issuance of a
       building permit, the applicant shall prepare and the
       Department shall approve a security plan for the project.

49.    Upon completion, the project shall provide the Police
       Station with a design of the project.  The diagram shall
       include access routes and any information that might
       facilitate police response.

50.    The project shall provide a full police substation on the
       Pier, and it shall be staffed with two police officers, 24
       hours a day.

Cultural/Historical Resources

51.    To the extent feasible and consistent with public access
       and project design objectives, the proposed project shall
       conform to the "Secretary of the Interior's Standards for
       Rehabilitation and Guidelines for Rehabilitating Historic
       buildings, and the Santa Monica Pier Design Guidelines".
       Such conformance shall include a project design which is
       historically and architecturally compatible with the
       existing structure and shall include preservation of the
       Pier's historic fabric.

52.    The proposed project shall obtain approval of a
       Certificate of Appropriateness by the City of Santa Monica
       Landmarks Commission.  The proposed project shall comply
       with the specific requirements imposed as a result of an
       issuance of a Certificate of Appropriateness with respect
       to historical preservation.

53.    The entire property shall be photo-documented in its
       current state before development proceeds.  A photographic
       record shall be made of the exterior historic fabric if
       preservation of portions of that fabric is not possible.

Aesthetics

54.    During landmarks review approval  process for the project,
       the City shall evaluate building  mass, height, materials,
       colors and the perimeter and  exterior/interior
       landscaping to ensure their  appropriateness for their
       location.

Construction Impacts

55.    California Occupational Safety and Health Administration
       requirements regarding scaffolding erection and slope
       shoring shall be met during the construction phase of the
       project.

56.    Safety measures such as roping off the area underneath the
       construction zones on the Pier, using construction
       barricades and providing construction site warnings shall
       be taken to minimize the chance of injuring pedestrians,
       drivers and beachgoers.

57.    Security lighting shall be provided at all the
       construction sites to minimize vandalism and reduce the
       chance of injury to passersby.

58.    Fire Department requirements relating to accessibility to
       construction sites and fire prevention shall be met.  This
       includes, but is not limited to, maintaining adequate fire
       access paths to the site, maintaining working fire
       extinguishers at the site and storing all volatile
       chemicals used in the construction process in a fire
       resistant place.

59.    Truck deliveries shall not be scheduled during peak
       traffic periods (between 7:30 a.m. and 9:00 a.m. and 3:00
       p.m. and 7:00 p.m.).

60.    Construction activities shall be concentrated in one
       general area at a time, to the extent practical, to
       minimize the effect on vehicular and pedestrian access to
       the Pier and adjacent parking areas.

Findings for the Reduced Parking Permit # 91-008

1.   A sufficient number of  spaces  are  provided  to  meet  the
     greater parking demand of the participating uses.

2.   Satisfactory evidence has  been  submitted  by  the  parties
     operating the shared parking facility, describing the nature
     of the uses and  times  when  the  uses  operate  so  as  to
     demonstrate the lack of conflict between them.

3.   Additional documents, covenants, deed restrictions, or other
     agreements   as  may  be  deemed  necessary  by  the  Zoning
     Administrator are  executed  to  assure  that  the  required
     parking spaces provided are maintained and uses with similar
     hours and parking requirements as  those  uses  sharing  the
     parking remain for the life of the building.

Conditions for the Reduced Parking Permit # 91-008

1.   In the event permittee violates or fails to comply with  any
     conditions  of  approval of this permit, no further permits,
     licenses, approvals or certificates of  occupancy  shall  be
     issued until such violation has been fully remedied.

2.   Within ten days of  Planning  Division  transmittal  of  the
     Statement of Official Action, project  applicant  shall sign
     and return a copy of the Statement of Official  Action  pre-
     pared  by  the Planning Division, agreeing to the Conditions
     of approval and acknowledging that failure  to  comply  with
     such conditions shall constitute grounds for potential revo-
     cation of the permit approval.  By signing  same,  applicant
     shall  not thereby waive any legal rights applicant may pos-
     sess regarding said conditions.  The signed Statement  shall
     be  returned  to  the  Planning Division.  Failure to comply
     with this condition shall constitute grounds  for  potential
     permit revocation.

3.   This determination shall not become effective for  a  period
     of  fourteen  days from the date of determination or, if ap-
     pealed, until a final determination is made on  the  appeal.
     Any  appeal  must be made in the form required by the Zoning
     Administrator.  The approval of this permit shall expire two
     years  from the permit's effective date, unless, in the case
     of new development, a building permit has been obtained.   A
     one  year  extension may be permitted if approved by the Di-
     rector of Planning prior to the expiration of the  two  year
     period.

Findings for Zoning Ordinance Text Amendment #91-006

1.   The proposed amendment is consistent in principle  with  the
     goals,   objectives,   policies,  land  uses,  and  programs
     specified in the adopted General.

2.   The public health, safety, and general welfare  require  the
     adoption of the proposed amendment.

Findings for Zoning Ordinance Text Amendment #91-007

1.   The proposed amendment is consistent in principle  with  the
     goals,   objectives,   policies,  land  uses,  and  programs
     specified in the adopted General.

2.   The public health, safety, and general welfare  require  the
     adoption of the proposed amendment.