ITEM 9-A

COUNCIL MEETING:  August 11, 1992        Santa Monica, California

TO:       Mayor and City Council

FROM:     City Staff

SUBJECT:  Recommendation to Approve in Concept the Draft  Bayside
          District  Specific  Plan  and  Authorize Staff to Begin
          Preparation of an Environmental Impact Report and Adopt
          a Resolution of Intention to Amend the Zoning Ordinance
          in Order to Create a Bayside Zoning District.

INTRODUCTION

This report recommends that the City Council conceptually approve
the  draft  Bayside District Specific Plan, which is an update of
the Third Street Mall Specific Plan, and direct staff to initiate
the  environmental  review  process  as  well  as  to  prepare  a
resolution of intention to amend the Zoning Ordinance to create a
new  zoning district for the Bayside District.  The plan has been
revised to address the changes that have occurred in the  Bayside
District  since the Specific Plan adoption on 1986, as well as to
respond to concerns expressed by the City  Council,  the  Bayside
District  Corporation,  and  the  community.  Another goal of the
Specific Plan update is to make  the  plan  a  clearer  and  more
concise  document.   This  has  been  accomplished by eliminating
sections that are no longer applicable, such as the urban  design
recommendations  and implementation plan for the Promenade public
space, reorganizing the  Specific  Plan  Land  Use  Element,  and
incorporating  the  District  design guidelines directly into the
Specific  Plan.   Neither  this  report  nor  the  Specific  Plan
responds  to  the retail marketing issues identified in the Third
Street Promenade Retail Assessment  and  Plan  prepared  for  the
Bayside  District  Corporation  by  the  Fransen  Company.  Those
issues will  be  addressed  separately  from  the  Specific  Plan
process.

BACKGROUND

THIRD STREET MALL SPECIFIC PLAN

The Third Street Mall Specific Plan was adopted in 1986 following
a  process  that involved community workshops and the preparation
of reports assessing the existing condition of the  Third  Street
Mall   and   identifying   various   revitalization  options.   A
Preliminary  Plan  was  written  to  evaluate  potential  working
concepts  and  strategies for revitalization.  The final document
adopted by the City Council reflected the concerns  expressed  by
City  boards  and commissions as well as the community during the
project's many planning phases.

The policies of the Third Street Mall Specific Plan were intended
to  enhance  economic activity in Santa Monica's downtown core by
encouraging specified land uses, described as  "anchor  uses"  in
the plan, in order to attract pedestrians to the area.  Such uses
included entertainment  establishments,  hotels,  and  department
stores.    A  particular  emphasis  was  placed  on  creating  an
environment that would be a center for  nighttime  activity.   In
addition,  the  plan  proposed  physical improvements to the Mall
public space, such as fountains, landscaping, activity pavilions,
light standards, and street furniture.

Since the Specific Plan adoption, the Mall has  been  transformed
from  a declining area virtually uninhabitited during the evening
hours, into  the  vital,  pedestrian  intensive  Promenade.   The
addition  of  17  movie  theatre  screens,  numerous  eating  and
entertainment establishments, as well  as  the  increased  office
development   in   the   area,  have  all  been  factors  in  the
revitalization.  New private development projects  have  included
mixed   use   projects  that  combine  ground  floor  retail  and
restaurant uses with office and/or residential space on the upper
levels.    Projects   have   also   included   the   remodel   or
rehabilitation  of  existing   structures.    In   addition,   as
envisioned by the Specific Plan Urban Design Guidelines, the Mall
public  space  was  redesigned  and  many  of   the   recommended
amenities,   such   as   the  pavilions,  fountains,  and  street
furniture, have been incorporated into the design plan.  The Mall
was  renamed  the  Third  Street  Promenade  after  these  public
improvements were completed in 1989 and  the  plan  area  is  now
referred  to  as  the  Bayside  District.  Since its reopening in
1989, the Promenade  has  received  national  recognition  as  an
extremely successful urban business and entertainment environment
which was created through a partnership  of  private  and  public
efforts to serve a wide variety of social and economic needs.

PURPOSE OF PLAN UPDATE

The draft Bayside District Specific Plan  was  prepared  by  City
staff  in response to City Council direction to review and revise
the existing plan based on current activity in the area  and  the
changes  that  have occurred since the original plan was adopted.
In February, 1991 the City Council reviewed an application for  a
Text  Amendment  to  add  a  policy  to the plan which would have
permitted buildings located in the Anchor Use Overlay Zone to  be
constructed to a height of 6 stories, 84' with a floor area ratio
of 3.5, if the fifth and sixth floors were devoted exclusively to
residential  uses  and  all  inclusionary  units  and residential
parking were provided on site.  In reviewing the  Text  Amendment
application, Council expressed general support for the concept of
allowing a height bonus incentive to encourage the  inclusion  of
residential  uses  in  development  projects.   However,  Council
concluded that rather than approve an amendment that would  apply
only  to a few parcels within the Specific Plan area, it would be
more appropriate to prepare a complete review and update  of  the
plan based on current community concerns and objectives.

In addition to increasing housing opportunities  in  the  Bayside
District,  other  issues that have become priority concerns since
the Specific Plan's 1986 adoption include attracting a variety of
retail  uses  to  the  Promenade  and downtown area, managing the
number and type of alcohol outlets within the Specific Plan  area
and  improving  the  operation  of the public parking structures.
The updated plan includes several  new  objectives  and  policies
which  encourage housing and retail uses, limit the proliferation
of alcohol outlets and provide  for  a  physically  safe  Bayside
District.   The existing plan policies have been revised based on
existing conditions in the area;   consequently,  staff  has  not
rewritten every plan policy.

OVERVIEW OF SPECIFIC PLAN AMENDMENTS

The key plan amendments  are  summarized  below.   Based  on  the
Planning  Commission's  comments,  staff has modified some of the
language and policies in the draft  plan.   While  staff  concurs
with  many  of  the  Planning  Commission's comments on the draft
plan,  in  the  instances  where  staff  does  not  support   the
Commission's   recommendation,   the  draft  plan  has  not  been
modified.  The Planning Commission's  recommendations  that  have
been  incorporated  into  the draft plan are also included in the
following Specific Plan overview discussion.   All  modifications
to   the   document  that  have  occurred  since  the  Planning's
Commission's review are highlighted in bold face in the document.
A  more  detailed  explanation  of  all the Planning Commission's
comments, as well as staff's  response  to  the  recommendations,
follows this section.

Background, Project Description and Goals

Section 1 of the draft plan presents a discussion of the  changes
that  have  occurred  in  the Bayside District since the Specific
Plan's adoption in 1986.  The proposed plan boundaries  are  also
identified.   The  District has been expanded to include the east
side of Fourth Street to the Fourth Court alley and the west side
of Second Street to the Second Court alley.

Section 2 provides a more  detailed  discussion  of  the  project
area.   Background  information is presented on major development
projects constructed since 1986.  Also discussed is an  inventory
of parking spaces located in the public parking structures and in
privately owned facilities as well as  the  most  recent  parking
demand  study for the area.  This section also identifies the key
issues to be addressed by the draft plan in the areas of land use
and   zoning,   architecture,   urban  design,  and  parking  and
circulation and provides a description of  the  Bayside  District
Corporation's role in assisting in the District's revitalization.

The Bayside District Corporation  (BDC)  has  also  expressed  an
interest in participating in the review of Conditional Use Permit
and Development  Review  Permit  applications.   Staff  does  not
believe that application processing procedures should be included
in the Specific Plan, however, staff will work with  the  BDC  to
facilitate a review and comment process for the Board.

Section  3  identifies  the  overall  Specific  Plan  goals   and
objectives.  The plan goals focus on the continued revitalization
of the Bayside District, in particular  the  1200  block  of  the
Promenade,  Second  Street and Fourth Street, through creating "a
safe, comfortable, attractive and affordable center  for  dining,
entertainment,   cultural  and  retail  activities  which  serves
persons of all ages who are  from  diverse  social  and  economic
strata,  various cultures, races and ethnicities, and who possess
a range of interests."

Specific Plan Elements

Sections  4  through  12  contain  the  following  Specific  Plan
Elements:

o   Land Use
o   Open Space
o   Parking and Circulation
o   Housing
o   Noise
o   Seismic Safety
o   Public Safety
o   Conservation
o   Historic Preservation

The Historic Preservation Element is a new Specific Plan Element.
This  section  identifies  existing  landmarks  located  with the
district and buildings that are priorities for  preservation  and
City  landmark  or  historic district designation.  The buildings
listed as historic designation priorities have been identified as
significant  structures  in  the  Santa Monica Historic Resources
Inventory.

Section  12  contains  the  Design  Guidelines   for   both   new
development within the District as well as for the rehabilitation
and reuse of exiting structures.  The design guidelines  for  the
Third  Street Mall are currently contained in a separate document
from the Specific Plan.  In order to facilitate the  use  of  the
design guidelines, staff has incorporated the guidelines into the
draft Specific Plan.

The draft Specific Plan also eliminates  two  sections  from  the
Third  Street  Mall  Specific  Plan  that staff determined are no
longer necessary.  Third Street  Mall  Specific  Plan  Section  C
provided  design guidelines for physical improvements to the Mall
public  spaces.   Many  of  these  guidelines  were  taken   into
consideration  during  the  design of the Promenade public space.
Section D focused on mechanisms to  implement  the  urban  design
improvements,    identified    implementation    and   management
responsibilities of the Plan policies, and provided  an  estimate
of  employment  that would be generated by revitalizing the area.
The management role of the Bayside District Corporation has  been
identified in Section 2.7 of the draft plan and, as noted in many
of  the  individual  plan  policies,   the   City   assumes   the
responsibility for the implementation of specific programs.

Specific Plan Land Use Element

The Land Use Element of the original Third Street  Mall  Specific
Plan  divides the area into three zones and includes four overlay
areas.  A map of these areas is contained in Attachment  A.   The
zones,  overlay  areas  and development standards in the original
plan area as follows:

Zone 1:  Mall-Fronting Parcels

Height:   4 stories/56 feet

F.A.R:    3.0

Zone 2:  Mall-Fronting Parcels at Cross-Streets

Height:   4 stories/56 feet

F.A.R:    3.0
           3.5  on parcels of 15,000 square feet or larger if all
          required parking is provided on site.

Zone 3:  Parcels Fronting Wilshire Blvd., 2nd and 4th Streets

Height:   4 stories/56'
          84' with approval of Site Plan Review

F.A.R.:   3.0
          3.5  on  parcels of 15,000 square feet or larger if all
         required parking is provided on site.

Anchor Use Overlay Zones

Sub-Area A

Height:   4 stories/56'

F.A.R.:   3.5 if a dedicated setback plaza is provided.

Sub-Area B

Height:   4 stories/56'

F.A.R.:   3.5 if all required parking is provided on site.

Sub-Area C

Height:   84' with approval of Site Plan Review.

F.A.R.:   3.5 if all required parking is provided on site.

Passageway Overlay Zone

Sub-Area D

Height:   6 stories/84' if passageway provided.

F.A.R.:   3.5 if passageway provided.

In working with the Specific Plan over the past five years, staff
and  the development community have found the plan, with the many
zones and overlays, cumbersome to  work  with  and  difficult  to
understand.   Furthermore,  three  of the four overlay areas were
intended to attract  "anchor  uses"  such  as  large  hotels  and
"entertainment"   facilities  in  order  to  encourage  nighttime
activity on the Promenade.  Since  the  objective  of  attracting
entertainment  uses to the area has been realized, the draft plan
has been simplified by eliminating  three  of  the  four  overlay
areas.   The  only  overlay  zone  that remains is the passageway
overlay.  This zone permits a two story height bonus on Promenade
fronting   parcels  that  are  adjacent  to  the  public  parking
structures  if  a  public  passageway  connecting   the   parking
structure to the Promenade is provided.

In addition, while there continues to be three primary  land  use
zones  in  the  district, the zone boundaries have been modified.
Zone 1 includes all parcels fronting on the  Promenade.   Zone  2
includes  parcels fronting both sides of Fourth Street as well as
the east side of Second Street.  Zone 3 is only the west side  of
Second  Street  and  is part of the expanded boundary area.  Land
use maps showing the existing and proposed zones and overlays are
contained  in Attachment A.  The proposed zones, overlay district
and development standards are as follows:

Zone 1:  Promenade Fronting Parcels

Height:   4 stories/56 feet

F.A.R:    3.0

Zone 2:  Parcels Fronting 4th Street, and the East  Side  of  2nd
Street

Height:   4 stories/56 feet
          6 stories/84 feet with Development Review and housing
          located on the 5th and 6th floors

F.A.R:    3.0
          3.5 with Development Review and housing located on the
          5th and 6th floors

Zone 3:  Parcels Fronting the West Side of 2nd Street

Height:   3 stories/45 feet

F.A.R:    2.0

Sub-Area A:  Passageway Overlay Zone

Height:   6 stories/84 feet if public passageway provided

F.A.R.:   3.5 if public passageway provided

As proposed, the underlying  development  standards  for  Bayside
District  Zones  1  and 2 are 4 stories, 56 feet in height with a
3.0 floor area ratio.  However, a project can  be  built  to  six
stories,  84  feet with a 3.5 floor area ratio in Sub-area A, the
Passageway Overlay Zone, if a public passageway is  provided,  or
six stories, 84 feet with a 3.5 floor area ratio in Zone 2 if the
fifth and sixth floors are devoted to residential uses.   Zone  3
remains  limited to 3 stories, 45 feet in height with a 2.0 floor
area ratio, consistent the area's C3 zoning standards.

The proposed plan also contains a policy which states that  there
shall  be  no  limit on the number of stories for any residential
structure or detached public parking structure, either  of  which
shall  include  ground  floor  retail uses, so long as the height
does not exceed the maximum  number  of  feet  permitted  by  the
Specific  Plan for the subject land use zone or overlay area.  To
further encourage the provision of housing in the District, floor
area  devoted  to  residential  uses  shall  be  discounted by 50
percent for the purpose of floor area ratio calculations.   These
policies would apply to the entire Bayside District Specific Plan
Area.

Alcohol Outlets

Based on a concern regarding the proliferation of alcohol outlets
on  the  Promenade and in the Downtown area, the Land Use Element
of the proposed plan includes a policy which limits the number of
alcohol outlets with on-sale service in the Bayside District on a
block by block basis.  As noted below, the Planning  Commission's
recommendation  differs  in  some  respects.  The total number of
alcohol outlets would be restricted as follows:

                         EXISTING/  PENDING/   PROPOSED
                         APPROVED   PLANNED    INCREASE   TOTAL

Block 1 --
  1200 Block of 4th         0           0         2         2

Block 2 --
  1300 Block of 4th         3           0         2         5

Block 3 --
  1400 Block of 4th         6           0         0         6

Block 4 --
  1200 Block of 3rd         9           0         1        10

Block 5 --
  1300 Block of 3rd         9           1         0        10

Block 6 --
  1400 Block of 3rd        11           0         0        11

Block 7
  1200 Block of 2nd         2           0         3         5

Block 8 --
  1300 Block of 2nd         2           0         3         5

Block 9 --
  1400 Block of 2nd        10           0         1        11

Total                      52           1        12        65

A list of the existing,  and  pending/planned  establishments  is
contained  in Attachment B.  In determining the number of outlets
allowed per block, staff has attempted to limit  the  outlets  in
areas  where there exists a concentration of alcohol outlets, and
allow some additional outlets in areas that have not  experienced
as  much activity.  A limit on the number of outlets is perceived
as not only a way to control the proliferation of alcohol outlets
in the area, but also a means of encouraging other types of uses,
such as retail, by limiting  the  amount  of  space  which  would
likely  be  occupied by restaurants if there were no limit on the
number of alcohol outlets.

PLANNING COMMISSION COMMENTS

The  Planning  Commission  began  review  of  the  draft  Bayside
District   Specific  Plan  in  February,  1992,  held  subsequent
meetings to review and comment on the plan in  March  and  April,
and  completed  review  in  June.   Although many of the Planning
Commission's recommendations  have  been  incorporated  into  the
plan,  the  Commission's specific concerns on key issue areas are
discussed below for the Council's information.

Land Use

The Commission felt strongly that the Bayside  District  Specific
Plan  boundaries  should  be consistent with the Downtown Parking
Assessment  District  boundaries.   For  land  use  compatibility
purposes,  the north side of Wilshire Boulevard had been proposed
for inclusion in the Bayside District.  However,  the  Commission
felt  that  this portion of Wilshire Boulevard serves as a buffer
between the North of Wilshire residential  neighborhood  and  the
Promenade.   The  revised  draft  contains the revised boundaries
recommended by the Planning Commission.

In order to increase opportunities for the provision  of  housing
in  the District, staff had recommended that both sides of Fourth
Street as well as both sides of Second  Street  be  permitted  to
have  projects of up to six stories if the fifth and sixth floors
were devoted exclusively to housing.   However,  since  the  west
side  of Second Street is located in the C3 zoning district, this
would have resulted in a potential height increase from three  to
six  stories.   The  Planning  Commission  felt  that ocean views
should be protected and that, despite the need for  housing,  six
story  buildings  were not appropriate on the west side of Second
Street.  Staff concurs with the Commission's  recommendation  and
Specific  Plan  land  use  Zone  3  was  created  to address this
concern.

In  addition,  while  the  Planning  Commission   supported   the
construction  of  six  story  buildings  on  both sides of Fourth
Street, concern  was  expressed  regarding  the  potential  of  a
"canyon"  created by an excess of contiguous six story buildings.
Policy 4.1.37 has been amended to require the Planning Commission
to consider this issue during the development review process.

Alcohol Outlets

The Planning Commission agreed with the staff recommendation that
there  should  be a limit on the number of alcohol outlets in the
Bayside District.  However, the Commission felt that  the  number
should  be  limited to the current number of alcohol outlets with
valid alcohol licenses and/or Conditional Use  Permits,  and  the
three  outlets  that  were  pending  approval  as of the Planning
Commission meeting of June 17, 1992.   This  would  result  in  a
limit  of  53  on-sale  alcohol licenses in the Bayside District.
The Commission also recommended that alcohol outlets  be  limited
in  terms of total number of seats and total square footage.  The
Commission's recommendation did not state that the outlets  would
be  limited  on  a  block  by  block  basis.  This would allow an
outlet, with appropriate approvals, to open  in  a  new  location
when  an  existing  outlet,  located  elsewhere  in  the  Bayside
District,  ceases  operation  for  more  than  one   year.    The
Commission's  recommendation  also  did  not  apply  to  off-sale
alcohol licenses.

Since the Planning Commission meeting of  June  17,  two  of  the
three pending alcohol licenses have been approved by the Planning
Commission (Gaucho Grill at 1251 3rd  Street  Promenade  and  the
Criterion Theater Plaza Food Court at 1315 3rd Street Promenade).
The  only  pending  outlet  which  was  not  approved  is   Vic's
Restaurant  at  1333 3rd Street Promenade.  The Commission denied
the Conditional Use Permit  for  Vic's  on  July  1,  1992.   The
applicant  has  appealed  the  Commission's action and the CUP is
pending City Council action.

Staff generally supports the Planning Commission's recommendation
to  limit any additional alcohol outlets in relation to the Third
Street Promenade.  However, as  previously  stated,  staff  feels
that  a  few  additional  outlets would be appropriate in certain
blocks such as Second and Fourth Streets where there  is  not  as
much  pedestrian  activity.   A  limited number of restaurants on
Second and  Fourth  Streets  could  encourage  more  daytime  and
nighttime  activity  and therefore encourage more pedestrian use,
help existing businesses and perhaps help to  disperse  the  high
concentration   of  people  sometimes  found  on  the  Promenade.
Furthermore, there are several sites located on Second and Fourth
Streets  which  could  eventually be developed with projects that
may include  restaurant  uses.   Staff  feels  that  to  preclude
restaurant  uses  with alcohol licenses from any future projects,
or to require that an existing outlet would have to close  before
a  new  outlet  could  open,  would not serve the overall goal of
enhanced activities on Second and Fourth Streets  and  the  north
block of the Promenade.

Staff also feels that the Planning Commission's recommendation to
allow  a  total number of outlets in the Bayside District, rather
than a block by block limit, is problematic.  This approach would
potentially  allow  an  outlet to be relocated from a block where
there is currently little activity to an area where  there  is  a
high  concentration  of alcohol outlets.  This is contrary to the
idea of dispersing the activity on the Promenade  throughout  the
Bayside  District,  and  encouraging revitalization of Second and
Fourth Streets.  Targeting specific blocks for new outlets  could
be  a  means  of encouraging balanced development of the downtown
area.

As stated above, the Planning Commission recommended limiting the
total  number  of  seats  and  total  square  footage  of alcohol
outlets, in addition to the total number of outlets.  Staff feels
that  a  restriction on the number of seats and floor area square
footage would be difficult  to  enforce.   The  Zoning  Ordinance
currently  requires  that  an outlet obtain a new Conditional Use
Permit for any substantial change in operation  including  a  10%
increase  in  the number of seats or a 25% increase in the amount
of floor area.  Any substantial increase in the number  of  seats
or   floor  area  would  therefore  require  Planning  Commission
approval.  Staff feels that the current approach ensures adequate
protection,  but  also  provides  restaurant owners and operators
with a reasonable amount of flexibility.

Open Space

In order to improve information regarding uses  and  destinations
points  both  within  in  the Bayside District and in the general
area, the Commission recommended  that  policy  5.2.1  include  a
requirement  that  the  Bayside  District business directories be
updated frequently and  that  the  number  of  informational  and
directional  signs  in  the  District  be increased.  This policy
revision has been included in the revised plan.

Parking

To  insure  that  parking  demand  in  the  Bayside  District  is
adequately  monitored,  the  Planning Commission recommended that
not  only  should  the  analysis  be  updated  annually  but  the
methodology  and  underlying  assumptions  of the analysis should
also be reviewed.  The Commission felt that the parking  analysis
should  also  consider  the rehabilitation and intensified use of
existing structures as well as new construction.

Planning staff believes that a periodic  update  of  the  parking
demand  analysis will provide the requisite data to study changes
in the area's parking usage.  Staff will  address  the  issue  of
reviewing  the  study's  methodology  at the time a consultant is
selected to prepare the updated analysis.

In order to improve the operational aspects  of  parking  in  the
Bayside  District, the Planning Commission recommended evaluating
the establishment of a coordinated valet parking  system  in  the
area  as  well  as  investigating  the feasibility of a flat fee,
attendant parking system in the public parking structures.   City
staff  does  not  recommend  including  information regarding the
operational aspects of public parking structures in the  Specific
Plan.   If  the City Council believes there are problems with the
existing metered parking system in the public  structures,  staff
should  be  directed to assess the situation outside the Specific
Plan process.  However, staff does have  concerns  regarding  the
potential cost of changing from metered to attendant parking.  In
addition, while it was stated during the  public  testimony  that
attendant   parking   would   improve  security  in  the  parking
structures,  staff  believes  this  would  be  only  a  perceived
improvement  since the attendant would remain at a fixed location
at the base of the parking structure.

Historic Preservation

While the  Planning  Commission  supported  the  inclusion  of  a
Historic   Preservation   Element   in  the  Specific  Plan,  the
Commission recommended adding a statement requiring the Landmarks
Commission  to  actively  address  the  designation of structures
identified as potential City Landmarks.   This  change  has  been
made.

BAYSIDE DISTRICT CORPORATION COMMENTS

The Bayside District Corporation Board of Directors reviewed  the
draft  Bayside  District  Specific  Plan  at its January 30, 1992
meeting.  The Board discussed the main issues in the Plan  and  a
series  of  motions were made on specific issues relating to land
use, alcohol outlets, housing, retail  uses,  and  parking.   The
Board  subsequently  submitted  written  comments to the Planning
Commission  that,  in  addition  to  the  previously  articulated
concerns,   recommended   the  establishment  of  a  transfer  of
development rights program.

Land Use

The  Board  supported  the  expansion  of  the  Bayside  District
boundaries to include the west side of Second Street and the east
side of Fourth Street.  It was stated that it was appropriate for
the  Specific  Plan  Boundaries to be consistent with the Parking
Assessment District Boundaries.  The Board agreed that the  north
side of Wilshire Boulevard should not be included in the Specific
Plan.

Alcohol Outlets

The Board expressed support for the idea of  establishing  a  per
block  limit  on  the  number  of  alcohol outlets located in the
Bayside District.  However, Board  members  were  more  concerned
with  limiting  additional  bars  or  nightclubs  as  opposed  to
limiting bona-fide restaurants.  Board members agreed that  there
needs  to  be  a  distinction between bona-fide restaurants where
alcohol is sold only with meal service and  bars,  nightclubs  or
restaurants where a large portion of business is derived from the
sale of alcohol, without meal  service.   The  Board  approved  a
motion to prohibit any additional bars, nightclubs or restaurants
with large bar areas,  and  to  encourage  additional  bona-fide,
"family  type" restaurants where the sale of alcohol is ancillary
to meal service.

In  particular,  the  Board  recommended   that   no   additional
restaurants be permitted on the 1400 block of the Promenade, that
the Criterion Plaza Food Court at 1315 Third Street Promenade and
a   proposed   restaurant  at  1333  Third  Street  Promenade  be
permitted, and that one additional restaurant be permitted on the
east  side  of  the  1200 block of the Promenade.  The Board also
recommended that no additional restaurants be permitted on Second
Street  except  the  vacant  Mesa  Grill  should  be permitted to
reopen.  Regarding  Fourth  Street,  the  Board  recommended  one
additional  restaurant  on each side of the 1400 block.  Finally,
the Board stated that there should be no  additional  restaurants
permitted  on the cross streets except at the site of the Mayfair
Theatre.

Planning staff concurs with the majority of the Boards' comments.
However,  since  there  are  no  restaurants on the 1200 block of
Fourth Street and only one restaurant on the  1300  block,  staff
feels  that  it  is more appropriate to distribute any additional
Fourth Street restaurants on these blocks.   In  addition,  there
are  only  two  restaurants  each  on the 1200 and 1300 blocks of
Second Street.  A limited increase on  these  blocks  would  both
enliven  Second Street and redistribute some of the activity from
the Promenade.  This recommendation is reflected in the table  on
pages 12-13 of this report.

Housing

The Bayside District Board expressed general support for  housing
on  the Promenade and in the Downtown and agreed that residential
uses are a vital component of the "urban village" concept.  Board
members agreed that even though conflicts between residential and
entertainment oriented uses are inevitable, the City and downtown
residents  should  recognize  that  the  nighttime  activity is a
central component of the Bayside District's  character.   At  the
same  time,  the Board recognized that the location and design of
new housing units should be carefully reviewed to ensure that the
potential  conflicts  between  residential and entertainment uses
are minimized.  In order to  encourage  housing  in  the  Bayside
District,  the  Board  approved  a motion to permit the two story
height bonus for residential uses located on  Promenade  fronting
parcels in addition to Fourth Street and Second Street.

Planning staff does not recommend a two story  height  bonus  for
residential  uses  located  on  the  Promenade.  Two story height
bonuses are permitted on the Promenade for parcels located in the
Passageways  Overlay  Zone  if the development project provides a
public  passageway  connecting  the  Promenade  with  the  public
parking  structures.  Increasing the number of public passageways
linking the  parking  structures  with  the  Promenade  has  been
identified  as  a  high  priority  by  both  the Bayside District
Corporation and  the  community.   If  housing  projects  on  the
Promenade are also permitted the two story height bonus, then all
Promenade fronting parcels could, potentially, be occupied by six
story  structures.  Staff also believes that allowing residential
uses  a  two  story  bonus  would  serve  as  a  disincentive  to
constructing  six  story  buildings  that provide the much needed
public passageways.

Transfer of Development Rights

The Board supported the concept  of  a  transfer  of  development
rights   (TDR)  program,  specifically  for  identified  historic
structures.  Planning staff, however, believes implementing  such
a  program  would  be problematic.  If the transfer resulted in a
floor area ratio above 3.5, amendments to the  Land  Use  Element
would  be  required  to  allow  the higher density.  In addition,
locating  the  additional  floor  area  to  another  site   could
adversely impact the adjacent residents and property owners.  The
Board was concerned about two specific sites when considering the
TDR  concept.   One  site  is  actually  5  parcels  held  in one
ownership.  In this case, the TDR  concept  can  be  accomplished
through  a comprehensive development proposal of all the parcels.
This type of development proposal usually  results  in  a  better
development  that  can  also  take advantage of the combined FAR.
The second site is a historic building which should be  preserved
for its value as a landmark.  To grant TDRs to this landmark just
to save it will encourage other landmark owners  to  request  the
same benefit.  This "incentive" would result in substantial added
development in other parts of  the  City,  including  residential
neighborhoods,  the  consequences  of which could be inconsistent
with  prior  City  Council  decisions.   Other   incentives   for
preservation  are available and should be utilized.  Based on the
reasons stated above, staff did not include a TDR program in  the
Specific Plan.

Parking

The Board approved a motion to add a policy to  the  Parking  and
Circulation Element of the Specific Plan to identify City Parking
Structure Number Three as the next structure to be considered for
expansion,  following  the expansion of Structure Six.  The Board
also stated the need for increased security and improved  parking
structure   operation,   including   more  visible  signage  and,
possibly,  attendant  parking.   Planning  staff  believes  these
operational  issues  should be handled outside the context of the
Specific Plan.

PUBLIC PROCESS

In addition to the BDC  Board  meeting  and  Planning  Commission
hearing, planning staff has conducted two public meetings as part
of  the  Specific  Plan  update  process.   In  order  to  assess
community  concerns,  a  public  scoping meeting was held in May,
1991.  This meeting focused on the following  key  issues:   land
use,   alcohol   outlets,   development  standards,  parking  and
circulation, and design guidelines.  The  concerns  expressed  at
the  meeting,  which  are  outlined  below,  have  been addressed
through the incorporation of new policies  and  the  revision  of
existing plan policies.

Land Use

Land use issues identified  included  the  need  to  broaden  the
appeal  of the Promenade to a variety of users and income groups.
Increasing the number of affordable restaurants in  the  district
as  well  as increasing the cultural and entertainment activities
for both children and seniors was noted as a need.  Comments were
also  made regarding improving the district's retail environment.
Varying  opinions  were  expressed  regarding  the  inclusion  of
residential  uses  in the downtown.  Some stated that residential
and commercial uses were inherently incompatible.  Others  viewed
increasing  housing  opportunities in the City as a top priority.
In general, it was felt that standards  should  be  developed  to
protect  residential  uses from the impact of the district's more
noise  intensive  uses   such   as   entertainment   venues   and
restaurants.

Alcohol Outlets

The concerns regarding alcohol serving businesses in the  Bayside
District   focused  primarily  on  the  subject  of  establishing
criteria to evaluate and regulate the number of  outlets  in  the
area.   In  addition,  it  was stated that Conditional Use Permit
conditions of approval should be strictly enforced and  that  the
procedures  for  the  revocation  of  existing  alcohol  licenses
clearly established.

Development Standards

In order to encourage the provision of  housing  in  the  Bayside
District  it  was suggested that development bonuses be permitted
for  residential  projects.   Development   bonuses   were   also
suggested  for  projects  that provide passageways connecting the
public parking structures with the Promenade.

Parking

The maintenance, operation, and security of  the  public  parking
structures  were  identified  as  major  issues.   In particular,
parking structure restroom security, alley security, and improved
directional  signage  to  the  parking  structures and within the
parking structures were key concerns.  Merchants also  frequently
stated  that  allowing free parking for the first two hours would
be an incentive  to  encourage  both  new  retail  merchants  and
patrons to the Bayside District.  Attendant parking was mentioned
as a possible solution to  the  parking  structure  security  and
operational  problems.   Signage in the public parking structures
is currently being upgraded with the installation  of  additional
directional signage.

Meeting participants also noted that parking availability in  the
district  continues to be problematic.  It was felt that a system
should be established to manage the private parking facilities to
ensure that the public has access to these spaces.  The Resources
Management  Department  is  currently  developing  a   monitoring
process  to  ensure that owners of private parking facilities who
receive a  parking  assessment  fee  credit  make  their  parking
available  to  the  public during off-peak hours.  It was further
stated that a system  to  monitor  parking  availability  in  the
parking  structures should be implemented.  Suggestions were also
made on methods to reduce  the  overall  parking  demand  in  the
district,  such  as  incentives  for bus users and establishing a
shuttle system to and from key destination  points,  particularly
Main  Street,  the  Civic  Center,  the  Pier,  and  the  Bayside
District.  Policies to address these concerns have been  included
in the draft Specific Plan.

Design

Design issues raised focused primarily on  improving  signage  in
the  area,  particularly  along  Second  and  Fourth Streets, and
establishing a signage program for  identifying  key  destination
points  located  both within and outside of the Bayside District.
It was also stated that emphasis should continue to be placed  on
requiring   street   level  building  facades  to  be  pedestrian
friendly.

A second community meeting was held in  February  1992  following
the  release  of  the  Draft Bayside District Specific Plan.  The
following comments were received from the community on the  draft
plan.

Alcohol Outlets

The draft plan's alcohol policy should address not just the total
number of outlets on a block by block basis, but also the type of
operation.  For example, the limitations should consider  if  the
operation  is  a  restaurant  with  a  beer  and  wine license, a
restaurant with a full bar license, or a night club with  a  full
bar license.

Development Standards

Concerns regarding development standards focused on  housing  and
building  height.  While some persons present opposed encouraging
housing in the area, both those in support of and  those  opposed
to  development  incentives  to encourage residential uses in the
District  felt  that  particular  attention  should  be  made  to
creating buffers between residential and commercial uses.  It was
suggested that housing should be restricted to the fourth through
sixth  floors  of  development  projects.   Water  elements  were
mentioned as an effective and attractive means of buffering noise
that  should  be  incorporated  into development projects.  Other
comments noted that, while  six  story  building  on  Second  and
Fourth  Street  seemed  appropriate, this height was too tall for
the Promenade.

Parking Structures

Many of the parking structure operational  and  signage  problems
mentioned   at  the  first  Specific  Plan  public  meeting  were
reiterated.  In particular, the need for attendant parking,  from
both  an  operational  and  security  perspective,  was stressed.
Substantial concern was also expressed regarding the location and
lighting  of  the  directional  signs  in the parking structures.
Draft Specific Plan policies 5.2.1, 5.4.6 and 6.3.6 address these
issues.

Neighborhood Protection

North of Wilshire residents expressed concern regarding the types
of  uses  and  development  projects that could occur on the 1200
block of the Promenade.  It was stated that this block provides a
good  transition  between the Promenade and the North of Wilshire
residential neighborhood.  Neighborhood serving uses should be  a
priority  on  this  block.  It was stated that policies should be
included  in  the  plan  to  protect  the   North   of   Wilshire
neighborhood   from   potential   parking   structure   overflow,
particularly during special events in the District.  To date this
issue has not become a problem due to the availability of parking
in the public structures and in private  facilities.   Therefore,
no  policy  has been added to address this concern.  However, the
option to create  a  permit  parking  district  in  the  adjacent
residential neighborhood exists if the problem arises.

RESOLUTION OF INTENTION TO AMEND THE ZONING ORDINANCE

In addition to conceptual approval of the draft Bayside  District
Specific  Plan, it is recommended that the City Council approve a
resolution of intention to amend the Zoning Ordinance to create a
zoning  district  consistent  with  the  boundaries,  development
standards, and policies of the Specific Plan.  This  will  ensure
that  there  is  no  confusion regarding the uses and development
standards permitted within the  Specific  Plan  boundaries.   The
Resolution of Intention is contained in Attachment C.

BUDGET/FINANCIAL IMPACT

The recommendation presented in this report does have a budget or
fiscal impact.  The preparation of an environmental impact report
was not budgeted in the FY 92/93 budget.  Once  a  consultant  is
selected  and the cost is finalized, staff will determine how the
cost can be financed.

RECOMMENDATION

It is recommended that the City Council conceptually approve  the
draft Bayside District Specific Plan and direct staff to initiate
the  environmental  review  process  as  well  as  to  prepare  a
resolution of intention to amend the Zoning Ordinance to create a
zoning district for the Bayside District.

Prepared By: Paul Berlant, Director of LUTM
             Suzanne Frick, Planning Manager
             David Martin, Associate Planner
             Amanda Schachter, Associate Planner
             Land Use and Transportation Management Department
             Program and Policy Development Division

Attachments:  A.   Existing and Proposed Land Use Maps
              B.   Existing  and  Approved Alcohol Outlets in the
                   Bayside District Specific Plan Area
              C.   Resolution  of  Intention  to Amend the Zoning
                   Ordinance
              D.   Draft Bayside District Specific Plan