Item 8-A

Planning Commission Mtg: April 16, 1997      Santa Monica, CA

TO:       The Honorable Planning Commission

FROM:     Planning Staff

SUBJECT:  Development Review 96-001, Conditional Use Permit 96-011, Conditional Use Permit 97-004, Variance 96-001,
          General Plan Amendment 96-001, and Text Amendment 96-003.

Address:       2415-2449 Main Street
Applicant:     Edgemar Development and the Loretta Theater

INTRODUCTION

Action:  Application for Development Review 96-001 and
Conditional Use Permit 96-011 to amend existing conditions of
approval and to permit a change in use from museum space to live
performance theater space with a maximum of two artist studios; 
to allow outdoor restaurant seating with alcohol sales; and  to
allow an increase in the total number of restaurant seats from 75
to 101.  In addition,  Conditional Use Permit 97-004 is to allow
a live performance theater complex with 164 seats (theaters with
more than 75 seats in the CM District require a CUP); Variance
96-001 is to permit the new uses with the provision of 26 rather
than the Code required 47 parking spaces based on a shared use
parking analysis; General Plan Amendment 96-001 is to change the
land use designation for the portion of the property currently
zoned residential (from medium density residential to service and
specialty commercial);  and Text Amendment 96-003 is to amend the
Official City Districting Map (from OP2, Low Density Multi-Family
Residential to CM2, Main Street Commercial).

Recommendation: Approval in part, Development Review 96-001,
Conditional Use Permit 96-011, with conditions; Approval,
Conditional Use Permit 97-004, with conditions; Approval,
Variance 96-001, with conditions;  and recommendation to the City
Council to approve General Plan Map Land Use Designation and
Official City Districting Map Amendments.

Permit Streamlining Expiration Date:    DR 96-001, CUP 96-011,
and Variance 96-001:  June 18, 1997, CUP 97-004: September 7,
1997, GPA 96-001, TA 96-003: None

SITE LOCATION AND DESCRIPTION
The subject property is a 50,000 square foot parcel located on
the east side of Main Street between Hollister Avenue and Ocean
Park Boulevard, with a frontage of 250 feet along both Main and
Second Streets.  The Main Street frontage is zoned CM2; the
Second Street frontage is zoned OP2.  Surrounding uses consist of
one and two-story commercial and residential development to the
north and south; one and two-story commercial development to the
west; and one, two and three-story single and multi-family
residential uses to the east along Second Street.  Current on-site uses include the Santa Monica Museum of Art,  an ice cream
shop, a hair salon, clothing stores, a lighting store, a
bookstore, a museum shop, gallery  spaces, and general office
space.

Zoning Districts:   CM2 (Main Street Special Commercial
                    District)
                    OP2 (Ocean Park Low Multiple Residential
                    District)
Land Use Districts:      Main Street Commercial, Medium Density
                         Residential
Parcel Area:        50,000 square feet

PROJECT DESCRIPTION
The applicant requests the following approvals:

1.   Convert the existing museum space into two live theater
     performance spaces with 65 seats, and 99 seats,
     respectively.  A DR and a CUP are required to amend the
     existing project conditions of approval to allow a change
     in use from museum to theater.  A CUP is also required for
     theaters with more than 75 seats in the CM district.

The proposed theaters would be located in the building now
occupied by the Santa Monica Museum of Art.  Although the primary
use of the theaters would be live theatrical performances,
performances of musical theater, movement or dance, films,
lectures, conferences, poetry readings, and workshops are also
part of this request.  The Code allows theaters with 75 or less
seats as a permitted use, so long as it is a single use occupying
less than 7500 sq.ft., and requires a CUP for theaters with more
than 75 seats.  Each theater would be less than 7500 sq. ft. in
size, with a combined total of 8720 sq. ft, including the lobby,
seating, backstage, costume, bathroom & mezzanine areas.   Seats
for the 99-seat theater would be affixed to movable platforms,
while the 65-seat theater would not contained fixed seating. 
Proposed operating hours are 7:30 p.m. through 11:00 p.m. Mondays
through Fridays; 1:30 p.m. through 11:00 p.m. on Saturdays; and
1:30 p.m. through 10:00 p.m. on Sundays.  Rehearsals and
workshops are proposed for the hours of 10:00 a.m. through 11:00
p.m. Monday through Friday; 10:00 a.m. through 10:00 p.m. on
Saturdays; and 10:00 a.m. through 9:00 p.m. on Sundays.  The
theater space will also be available for conferences.  No
specific hours have been proposed for this portion of the
request.  In addition, the applicant has requested the
flexibility to retain the right to operate a museum at this
location, as well as any other permitted use that would not
impact parking requirements.
 
2.   Allow the addition of two artist studios within the museum
     area.  A DR and a CUP are required to amend the existing
     project conditions of approval to allow a portion of the
     museum to be converted to artist studios.

Proposed is 1,568 sq.ft. of ground floor space and 522 sq.ft. of
mezzanine area to be devoted to a maximum of two artist studios. 
Artist studios are a permitted use within the CM-2 District. 
Living quarters for the artist also may be permitted provided the
area devoted to living quarters does not exceed 50% of the total
studio space.  Although floor area is dedicated to artist studio
space on the plans, the exact configuration is not shown. Should
the Commission allow the change of use, a full project
description, including floor plans, would be reviewed by the
Zoning Administrator through an Administrative Approval
application to ensure Code compliance.

3.   Allow restaurant seating to increase from 75 to 101 seats.

The applicant proposes to add 14 seats indoors and 12 seats
outdoors as well as to allow alcohol service outdoors for
Rockenwagner Restaurant.  In addition, indoor live entertainment
that is incidental to meal service is proposed.  Live
entertainment one day per year in the common courtyard is also
requested.

4.   Allow a parking variance to permit the proposed new uses
     with the use of valet operated stack parking, based upon a
     shared parking analysis.

The applicant has submitted a parking study (Attachment G) and a
Valet Parking Management Plan (Attachment H) to demonstrate that
adequate parking exists on-site to support the change from museum
to theater and artist studio use.

5.   Amend the Official Districting Map to change a portion of
     the project zoning from OP-2, Low Density Multi-Family
     Residential to CM-2, Main Street Commercial and change the
     land use designation from medium density residential to
     service and specialty commercial.

These amendments would ensure that the existing development is
consistent with the site zoning and general plan designation and
would eliminate the existing project condition that requires
periodic extension of the CUP to continue commercial use of the
site.
 
MUNICIPAL CODE AND GENERAL PLAN CONFORMANCE
The proposed project is consistent with the Municipal Code and in
conformity with the General Plan as shown in Attachment A subject
to the approval of the proposed parking variance, as well as the
City Council approval of the proposed Districting Map and General
Plan Map amendment.  The proposed restaurant expansion is
inconsistent with the CM  District limitations on maximum
restaurant seating.

CEQA STATUS
The project is categorically exempt from the California
Environmental Quality Act (CEQA) pursuant to Class I (Section
15301(e)) of the State Guidelines in that the addition to the
existing structure would not result in more than 2,500 square
feet of floor area, and that the change of use is a minor
alteration to the project involving limited interior and exterior
modification to the existing structure; and Class 5 in that the
zone change and General Plan land use designation amendment is a
minor land use limitation modification that does not change the
existing use or density on the site.

RENT CONTROL STATUS
The project is not subject to Rent Control.

FEES
The project is subject to a Park and Recreation Facilities Tax of
$200.00 per unit.  This fee shall be due and payable at the time
of issuance of a building permit for the construction or
placement of the residential units on the subject lot, and is
subject to the provisions of Section 6.80.010 et. seq. of the
Santa Monica Municipal Code.

PUBLIC NOTIFICATION
Pursuant  to Municipal Code Section 9.04.20.20.080, within 30
days after the subject application was deemed complete, the
applicant posted a sign on the property stating the following
information:  Project case number, brief project description,
name and telephone number of applicant, site address, date, time
and location of public hearing, and the Planning and Zoning
Division phone number.  It is the applicant's responsibility to
update the hearing date if it is changed after posting.

In addition, pursuant to Municipal Code Section 9.04.20.22.050
and Section 9.48.110, notice of the public hearing was mailed to
all owners and residential and commercial tenants of property
located within a 500' radius of the project at least ten
consecutive calendar days prior to the hearing.  A copy of the
notices for the original and continued hearing dates are
contained in Attachment C.

Since October 1996, the applicant has noticed and held three
neighborhood meetings regarding the project.  In addition,
neighbors have held approximately five additional meetings; at
least two of which were attended by representatives of the
applicant.  Issues of neighborhood concern center on noise, odor,
increased traffic and intensification of uses generated from the
project.  Comment letters are attached under Attachment I.  The
applicant's community liaison has also submitted a packet
summarizing neighborhood meetings and providing copies of
handouts (Attachment J).




ANALYSIS
Background
The Edgemar project was originally approved in 1985 as a mixed-use development including retail, office, residential, and art
museum space.   Approval of the project was based on an intent 
to revitalize the northern portion of Main Street by providing a
variety of neighborhood commercial, cultural, office and
residential uses on a large parcel of land which had been
occupied by an egg processing plant.  In order to accomplish this
objective, the restaurant was permitted to locate on the
residentially zoned portion of the site in that it was considered
vital to the success of the development and would complement  the
museum and retail uses.  The approval was also based on  the
belief that museum patrons would be the primary users of the
restaurant and retail shops.  In addition, to enhance the
neighborhood serving component of the project, the applicant
proposed to target the ground floor lease area for uses such as a
market, bakery, or bookstore.

The continued commercial use of the residentially-zoned land
(currently zoned OP-2), was permitted because the property had
been historically used for commercial purposes since at least
1948, and specific conditions were adopted to protect the
adjacent residential neighborhood.

Variances were granted to allow reduced front yard setbacks on
Main Street (a 2-foot front setback was allowed) for the new
construction in order to continue the existing facade setback
line.  Varied setbacks on the second and third floors, as well as
the 2,500 sq.ft. central courtyard were required  to offset the
reduction approved for the front yard setback.

Staff's review of the current proposal took into consideration
the concerns raised under both the initial and current project
reviews, as many of the issues (noise, traffic, odors, low
intensity of uses) remain the same today.  Staff feels that it is
important that the initial reasons for approving this project are
reflected in the proposed requests.

Over the past twelve years, the following discretionary approvals
have been granted for Edgemar:

     1985:     DR  253, CUP 370, ZA 3831-Y, and EIA 773
     These approvals included an Initial Study and adoption of a
     Negative Declaration and allowed for renovation of the
     existing 20,650 sq.ft. building (the Edgemar Farms Egg
     Processing Plant), the removal of three industrial
     buildings, and the construction of a new,  three-story,
     13,900 s.f. building for a mixed-use development including
     retail, office, and art museum space.

     


     1988: CUP 502 and TA 88-001
     CUP 502:  This approval allowed extended operating hours,
               and permitted an on-sale beer and wine license
               for the restaurant.  A deed restriction was
               recorded on 11/28/88 incorporating conditions of
               approval from DR 253, CUP 370, ZA 4831-Y, and CUP
               502. This permit lapsed without being exercised. 

     TA 88-001: This text amendment modified previous Section
                9023.2(b)13 of the Santa Monica Municipal Code
                to eliminate the "no seating" restriction in
                retail ice cream, yogurt, and frozen dessert
                stores, and replacing it with the ability to
                have 250 s.f. of seating for these uses. (For
                Ben & Jerry's)

     1991:      CUP 90-065  modified conditions of approval for
                CUP 370, (which was still in effect, although no
                restaurant was operating at the site), as well
                as conditions of approval for CUP 502 to include
                increased hours of operation and full alcohol
                sales.
     
     Miscellaneous approvals:
     Over the years, several Temporary Use Permits (TUPs) have
     been granted for the site, mostly for live entertainment. 
     As part of the current request, the applicant wishes to
     incorporate conditions of approval from the TUPs which set
     standards for limited live indoor and outdoor
     entertainment.

Theater
As proposed, two new theaters would be located within the
existing 7,918 sq. ft.  museum space, between Rockenwagner
Restaurant and the common courtyard to the north, and commercial
tenant spaces to the west.  The theater space would consist of
6,350 sq.ft.  of existing ground floor area plus the addition of
a 2,117 sq.ft. mezzanine and a 253 sq.ft. second floor office. 

The theater would use the existing museum entrance, and would
include the addition of  a new, 49 sq.ft. box office with a walk-up window just east of the entry.  The square-shaped box office
would be set into the building at an angle, projecting into the
courtyard.  The museum space would be reconfigured to accommodate
lobby area, Theater A, the 99 seat theater, and Theater B, the 65
seat theater, as well as public restrooms and theater dressing
rooms and other back of house facilities.

The applicant proposes limited utilization of the Second Street
loading area for the theater.  As proposed, the theater operator
would be permitted to use the Second Street loading area between
the hours of 10:00 a.m. and 6:00 p.m.  Additionally, as proposed,
up to 16 times per year, the theater would be allowed to utilize
the Second Street loading dock until 9:30 p.m.  Staff believes
this limitation is appropriate and is more restrictive that the
museum's current allowance for unlimited access to the Second
Street loading dock.  Trash pick-up would continue to be
permitted from Second Street.  This has been included as
Condition No. 78.

To avoid an over concentration of people in each theater, and
potential increases in theater attendance which would exceed
available parking, Condition No. 68  is proposed to prohibit
ticket sales for "standing room only" performances and limit
tickets to the number of seats in each theater.

The applicant's parking study states that anticipated attendance
for theater workshops would be 40 people.  As the application
does not make specific reference to these workshops, staff has
proposed Condition No. 70  to ensure that workshops, conferences,
or any other permitted events do not exceed the maximum theater
seating capacity or theater operating hours.

Artist Studios
A maximum of 2,090 sq. ft. of ground floor and mezzanine areas is
requested for two artist studio spaces.  Although the  plans
reflect the area devoted to this use,  the exact floor space
configuration (including bathrooms, kitchen areas, and the
division of live/work space) has not yet been determined.  The
applicant is also requesting that each of the two  studios be
provided with access from Second Street.  The exact location of
these entry points has not yet been determined and is not
reflected on the plans.  These areas, as well as the seating
plans for the theaters, would be subject to Administrative
Approval applications to ensure that the final floor plans and
uses conform to any approvals granted by the Planning Commission. 
Additionally, all exterior changes to building  facades would be
subject to Architectural Review Board approval.

The applicant has requested that retail sales from artist studios
be permitted a maximum of three days per year.  Staff, however, 
believes a Temporary Use Permit is the appropriate avenue for
considering this type of request since this type of permit allows
for close review of individual events on a case by case basis. 
Condition No. 66 addresses this requirement.


Flexibility of Uses
The applicant would like the Planning Commission to consider
allowing a range of uses to occupy the museum space in order to
provide flexibility in future leasing of the tenant spaces. Under
this proposal, the museum space could continue to be occupied by
a museum, or could be occupied by a theater, retail, or office
use, as long as it is demonstrated that on-site parking is
available.  To support this proposal, the applicant's parking
study considered conversion of the museum space into either
retail or office space, together with artist lofts. The study
contends that the existing parking supply would exceed the
anticipated demand for both of these scenarios.

Planning staff, however, does not support his proposal, and
believes the Planning Commission should retain discretionary
authority over the mix of uses permitted on the site.  Edgemar
was granted a variety of exemptions from the Code, including a
parking variance and the allowance for commercial use of
residentially zoned property -- an exception this request seeks
to make permanent through a zone change and General Plan Map
amendment.  Such allowances can be supported based upon the
ability of Edgemar's unique mix of uses to stimulate activity on
Main Street and serve the surrounding neighborhood.  In order to
maintain this mixture of uses, it is important to retain the
standard condition that a substantial change in the approved
concept requires Planning Commission approval.

Restaurant
The existing conditions of approval for Rockenwagner Restaurant
limit seating to 75 seats and prohibit restaurant service in the
outdoor courtyard.  A portion of the request for CUP 96-011 is to
amend these conditions to allow 14 additional indoor seats and 12
outdoor seats for a total restaurant capacity of 101 seats. 
However, Zoning Ordinance section 9.04.08.270(c) limits
restaurants on the east side of Main Street, north of Ocean Park
Boulevard, to 75 seats or less.  Therefore, the requested
restaurant expansion is inconsistent with Zoning Ordinance
requirements and is recommended for denial.  This prohibition is
intended  to insure adjacent residential uses are adequately
protected from the potential noise and parking impacts of larger
restaurants. 

The request for incidental live entertainment is consistent with
the current Zoning Ordinance restaurant definition which permits
entertainment within dining areas when meal service is provided. 
No amendment to the restaurant conditions of approval is required
for this indoor entertainment.

The applicant has also requested the approval of live musical
entertainment in the courtyard one day per year during Main
Street's holiday festival.  While live entertainment, with
limitations, one day per year is generally not a problematic use,
it is more appropriately reviewed through a Temporary Use Permit
(TUP), rather than a CUP, which allows for the short-term
placement of a particular use or activity.  The TUP permits close
review of each event on a case by case basis to ensure
compatibility with surrounding uses, an essential process at the
Edgemar site given its proximity to residential uses.   Condition
No. 94 addresses this requirement.

Parking Variance
The existing approvals on this site require 100 parking spaces. 
102 spaces are currently provided.  As part of the original
approval for Edgemar in 1985, a parking variance was granted
based on a parking study demonstrating that actual usage would be
less intensive than would otherwise be required by strict
application of the Zoning Ordinance.  

As demonstrated in the chart below, the applicant's request to
convert the museum space to theater space would result in a
higher parking requirement.  Under today's Code, the museum space
requires 26 spaces.  The new theater, artist studios, and
restaurant expansion would require 47 spaces.  Due to the surplus
of 2 parking spaces on-site, plus the 26 museum spaces, 19
additional parking spaces would be required for the new uses.

Parking Study
The applicant has submitted a parking study to demonstrate that
adequate parking exists on-site to support the mix of uses
proposed.  The study is contained in Attachment I.  The
applicant's study indicates that a worst-case scenario for
parking would occur on the weekend days between 8:00 p.m. and
9:00 p.m., when both theaters are proposed to operate
simultaneously.  Based on the parking demand analysis, a deficit
of 16 spaces would exist on site during this time period. 
Through the use of valet operated stack parking during peak
times, 19 additional parking spaces can be provided (15 on the
subterranean level and 4 on the surface lot), for a total of 121
parking spaces.  However, since the restaurant expansion cannot
be approved due to the Main Street restaurant seating
limitations, only 17 additional parking spaces are required for
the theaters and artist studios.  Therefore, the proposed stack
parking system would provide more on-site spaces than the Code
requires.

The parking study also claims that City Lot 11 (located at the
southeast corner of Hollister Avenue and Neilson Way) is
currently underused, and therefore can accommodate additional
parking generated from Edgemar uses.  The Code, however, requires
that property owners provide on-site parking for parking demands
generated by their development.  Therefore, Lot 11 should
continue to be used for overflow parking from all adjacent
businesses and should not be a factor in a decision to allow an
intensification of uses at Edgemar.  

Parking Conclusions
Staff believes that the parking study adequately demonstrates
that increased parking demands can be met on-site. The  valet
parking would occur through the use of 15 stack parking spaces on
the subterranean level  of the parking lot, and 4 spaces on the
surface (street) level parking lot.  However, Staff does have a
number of concerns regarding the valet operation of the stack
parking system.  These concerns include congestion which will
occur while patrons are entering and exiting the site, especially
immediately before and after theater performances.  Conditions
No. 56 and No. 71 address these concerns by requiring the
Planning and Community Development Director's approval of a valet
parking management and operation plan prior to building permit
issuance for the theater and by requiring that the performance
start and finish times for each theater be staggered by a minimum
of one hour.

Text Amendment/General Plan Amendment
Included with this proposal is an application to amend the zoning
designation for a portion of  the Edgemar Project to render it
consistent with its commercial use.  Because a portion of the
project abuts Second Street, one half of the project is currently
zoned for residential use (OP-2), which is inconsistent with the
past and continuing use of the site.  This application therefore
requests to: a) amend the City of Santa Monica Official
Districting map to change the zoning of the portion of the
Edgemar Project abutting Second Street, which consists of nine
residentially-zoned (25' wide) lots from OP2 to CM2; and, b)
amend the Santa Monica General Plan Land Use and Circulation map
to change the land use designation of the aforementioned lots
from "Medium Density Residential" to "Service and Specialty
Commercial".  The proposed map amendments are contained in
Attachment E.

In accordance with Section 9.04.20.16.020(b)(3), an application
for such an amendment may be initiated by a citizen petition
signed by no less than 50 persons who are property owners or
tenants with the City of Santa Monica.  A petition containing 58
signatures was included with this application (Attachment F).

This site has been used for commercial purposes since at least
1948, when it was home to the Edgemar Farms egg processing plant. 
Conditional Use Permits granted to date have allowed commercial
use to continue in this residential zone.  Zoning for the
property was amended in 1989 when the R3 designations in this
Ocean Park neighborhood were re-zoned to OP-2.  At that time,
zoning was reviewed in light of the entire Ocean Park district,
and a separate analysis was not performed for the Edgemar site.

Due to the extensive previous reviews and conditions of approval
for this project as well as the requirement that any substantial
change to the mix of on-site uses be reviewed by the Planning
Commission, staff believes that the request to amend the zoning
and land use designations are appropriate and that the project is
compatible with the surrounding neighborhood.
  
Neighborhood Compatibility
The proposed project is located in an area surrounded by a mix of
retail, office, and residential uses. The project was originally
conceived as one which would  be compatible with Main Street uses
through a mix of neighborhood commercial, cultural, residential
and office uses, and through the revitalization of a large parcel
of land in a vital commercial and residential area of the City. 
During its formative stages, it was anticipated by the developer
that the museum space would be run by a non-profit corporation,
and that the museum would eventually purchase the museum space. 

In response to the public notice for this project, over 21
opposition letters were received as of the date this Staff Report
was prepared.  Many of these letters were written after
attendance at community outreach meetings organized by the
property owner.  Concerns range from noise and odor issues;
loading dock delivery times; parking overflow and its effects to
neighbors on Second and Third Streets; and concerns about
intensifications of use which may occur by right as a result of
the proposed zone and land use designation changes.  A copy of
these comment letters are attached under Attachment I.

Staff believes existing and proposed conditions of approval
address these concerns.  Conditions 46 and 51 address restaurant
odor filtering systems; Conditions 25-28, 32, 53, 62, 75 and 81
address noise issues; Conditions 47, 77, and 78 address loading
and loading dock use; and condition 56 addresses the valet
parking operation and management.  In addition, Conditions 4 and
85 state that any change in the mixture of project uses requires
Planning Commission review, insuring that any proposed
intensification of uses is evaluated through a discretionary
process.

CONCLUSION
Staff believes it is appropriate to combine the previous
project's conditions into one master document for this property. 
Based on a careful analysis of each request, the applicant's
parking study and presentation of plans, and the concerns of the
neighborhood, Staff recommends partial approval of the requested
actions.

RECOMMENDATION
It is recommended that the Planning Commission take the following
actions:  

     Approve DR 96-001 and CUP 96-011 to allow conversion of the
     museum space into a 65 seat and a 99 seat theater with up
     to two artist live/work studios and deny the request for
     expanded restaurant seating, live entertainment one day per
     year, artist studio sales three days per year, and the
     flexibility to permit a variety of uses in the museum space
     without further discretionary actions, with the following
     findings and conditions; and

     Approve CUP 97-004 to allow a 164 seat theater complex,
     with the following findings and conditions; and

     Approve Variance 96-001, to allow a valet-operated stack
     parking system to accommodate parking for the new mix of
     uses on-site with the following findings and conditions;
     and Recommend approval to City Council of General Plan
     Amendment 96-001 to change the land use designation from
     medium density residential to service and specialty
     commercial and Text Amendment 96-003 to amend the Office
     Districting map from OP2, Low Density Multi-Family
     Residential, to CM2, Main Street commercial, with the
     following findings; and

     Approve the following conditions as the comprehensive list
     of conditions for the project.

DEVELOPMENT REVIEW FINDINGS
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 project has been previously developed and
     conditioned to be consistent with the scale, height,
     character and massing of the neighborhood and that the
     theater and artist studios as well as the new mezzanine and
     second floor office square footage will be accommodated
     within the shell of the existing structure.  However, the
     proposed restaurant expansion is not compatible with the
     surrounding site and neighborhood in that a 101 seat
     restaurant is inconsistent with Zoning Ordinance Section
     9.04.08.28.070(c)(2) which limits restaurants on the east
     side of Main Street north of Ocean Park Boulevard to 75
     seats.  In addition, the proposal to allow a range of uses
     to occupy the museum space is not compatible with the
     surrounding neighborhood in that it eliminates the
     discretion to determine if changes to the mix of the
     project uses is compatible with the development's community
     serving character.  Further, allowance of one live
     entertainment event per year and up to three retail sales
     events per year in the artists studios is not compatible
     with the surrounding neighborhood because such an approval
     eliminates the ability to review each event on an
     individual basis to ensure adjacent residential uses are
     not negatively impacted.  Such limited uses should be
     reviewed through a Temporary Use Permit. 

2.   The rights-of-way can accommodate autos and pedestrians,
     including parking and access, in that the site is served by
     sidewalks for pedestrians, 102 parking spaces are provided
     on-site, and 19 additional parking spaces will be provided
     through a valet operated stack parking system for those
     peak hours which generate additional traffic during the
     times that both performance theaters will be in use.

3.   The health and safety services (police, fire, etc.) and
     public infrastructure (e.g. utilities) are sufficient to
     accommodate the new development, in that the subject site
     is located in an urbanized area adequately served by
     existing infrastructure.   

4.   The project is generally consistent with the Municipal Code
     and General Plan, in that the General Plan and Municipal
     Code permit theaters, artist studios, general retail,
     restaurant, and general office uses in commercially-zoned
     areas and with approval of the proposed General Plan Map
     amendment and amendment to the Official Districting Map,
     the project complies with all applicable standards. 
     However, the proposed restaurant expansion to 101 seats is
     not consistent with Zoning Ordinance Section
     9.04.08.28.070(c)(2) which limits restaurants on the east
     side of Main Street north of Ocean Park Boulevard to 75
     seats.

CONDITIONAL USE PERMIT FINDINGS
1.   The proposed use is one conditionally permitted within the
     subject district and complies with all of the applicable
     provisions of the "City of Santa Monica Comprehensive Land
     Use and Zoning Ordinance", in that theaters containing more
     than 75 seats is a permitted use in the CM-2 district with
     approval of a Conditional Use Permit.  

2.   The proposed use would not impair the integrity and
     character of the district in which it is to be established
     or located, in that the new theater and artist studios
     would replace the museum that has been established at this
     site for over 10 years and that this new combination of
     theater and artist studio use would contribute to the mixed
     use environment envisioned for Main Street by adding
     residential as well as a small scale community serving
     entertainment activity to the Edgemar development. 
     However, the proposed restaurant expansion to 101 seats
     would impair the integrity of the district because Zoning
     Ordinance Section 9.04.08.28.070(c)(2) limits restaurants
     at this location on Main Street to 75 seats.

3.   The subject parcel is physically suitable for the type of
     land use being proposed, in that the theater would replace
     an existing museum space, would only involve interior
     alterations and would provide a leisure-time use for both
     surrounding residents and tourists visiting the Main Street
     area. 

4.   The proposed use is compatible with any of the land uses
     presently on the subject parcel if the present land uses
     are to remain, in that the theater replaces the museum use
     which is similar in nature as it is designed to complement
     the neighboring restaurant and retail uses within the
     overall development and that the addition of artists
     studios to the site enhances the mixed use character of
     Edgemar consistent with the purpose of the CM District. 
     However, the request for one live entertainment event per
     year and up to three retail sales events per  year in the
     artist studios is not compatible with the surrounding
     neighborhood because such an approval eliminates the
     ability to review each event on an individual basis to
     ensure adjacent residential uses are not negatively
     impacted.  Such limited uses should be reviewed through a
     Temporary Use Permit.

5.   The proposed use would be compatible with existing and
     permissible land uses within the district and the general
     area in which the proposed use is to be located, in that
     the theater use, like the museum it replaces, encourages
     pedestrian activity and traffic, complements the
     surrounding commercial and retail uses in the neighborhood,
     and, given the 164 seating limitation and conditions
     requiring the performance start and finish times to be
     staggered by a minimum of one hour, will not adversely
     impact the surrounding neighborhood as all parking will be
     provided on-site through a valet operated stack parking
     system and that the two artists studios will enhance
     Edgemar's mixed use component by adding residential uses to
     the site. 

6.   There are adequate provisions for water, sanitation, and
     public utilities and services to ensure that the proposed
     use would not be detrimental to public health and safety,
     in that the site is in a developed urban area where
     services are provided.

7.   Public access to the proposed use will be adequate, in that
     the site provides 102 on-site parking spaces, it is in
     close proximity to City parking Lot 10A (at the northwest
     corner of Hills Street and Neilson Way), Lot 11 (at the
     southeast corner of Hollister Avenue and Neilson Way,
     across from the project site), and Lot 26 (at the southeast
     corner of Strand Street and Neilson Way).  The Santa Monica
     Municipal Bus Line also services Main Street.

8.   The physical location or placement of the use on the site
     is compatible with and relates harmoniously to the
     surrounding neighborhood, in that the theater and artist
     studios will be located in the existing space currently
     occupied by a museum access to Second Street will be
     limited to loading dock use, emergency access, and artist
     studio access, and conditions relating to mechanical and
     restaurant equipment installation will control noise at the
     site.

9.   The proposed use is consistent with the goals, objectives,
     and policies of the General Plan, in that Land Use Element
     Policy 1.6.7 encourages commercial uses on Main Street that
     provide leisure time opportunities for surrounding
     residents and area visitors and that the addition of
     theaters at the Edgemar site will complement other
     commercial activities on-site and in the surrounding area
     while also providing a community serving cultural use
     within walking distance of the adjacent residential
     neighborhood.  However, the proposal to allow a range of
     uses to occupy the museum space is not compatible with the
     surrounding neighborhood in that it eliminates the
     discretion to review changes to the mix of project uses to
     ensure the community serving character of the development,
     which was essential to the original project approval, is
     maintained.

10.  The proposed 164 seat theater and two artist live/work
     studios would not be detrimental to the public interest,
     health, safety, convenience, or general welfare, in that
     the applicant must comply with the conditions of the
     approval including limitations on noise, access to site
     from Second Street, and live entertainment, which are
     intended to minimize the affect of the use on adjacent
     residential neighbors. 

11.  The proposed use conforms precisely to the applicable
     performance standards contained in Subchapter 9.04.12 and
     special conditions outlined in Subchapter 9.04.14 of the
     City of Santa Monica Comprehensive Land Use and Zoning
     Ordinance, in that this use does not require a performance
     standard permit, but is required to meet the conditions of
     this Conditional Use Permit. 

12.  The proposed use will not result in an over concentration
     of such uses in the immediate vicinity, in that no other
     live performance theaters exist on Main Street and the
     addition of two artist studios is consistent with the
     purpose of the CM District to encourage a mixed use
     environment.

Variance Findings
1.   There are special circumstances or exceptional
     characteristics applicable to the property involved,
     including size, shape, topography, location, or
     surroundings, or to the intended use or development of the
     property that do not apply to other properties in the
     vicinity under an identical zoning classification, in that,
     in accordance with the parking study provided, the parking
     demands for the mix of retail, restaurant, office, and
     theater uses, as well as the fluctuation in the hours of
     operation for the theaters, will create a lesser parking
     demand than that which would ordinarily be required if each
     use were to be reviewed individually in accordance with the
     City's parking requirements. 

2.   The granting of such variance will not be detrimental or
     injurious to the property or improvements in the general
     vicinity and district in which the property is located, in
     that the project would provide for valet operated stack
     parking at peak visitor hours, and during theater
     operation, and therefore the on-site parking and available
     City parking lots will be able to accommodate the parking
     needs for the various uses.

3.   The strict application of the provisions of this Chapter
     would result in practical difficulties or unnecessary
     hardships, not including economic difficulties or economic
     hardships, in that a parking study has been submitted which
     demonstrates that parking can be accommodated on-site
     through a valet operated stack parking system.

4.   The granting of a variance will not be contrary to or in
     conflict with the general purposes and intent of this
     Chapter, or to the goals, objectives and policies of the
     General Plan, in that the Zoning Ordinance allows variances
     to parking standards if certain findings can be made, and
     in that a parking study demonstrated that through the use
     of  valet operated stack parking during peak hours,
     adequate parking exists on-site to support the proposed
     uses. 

5.   The variance would not impair the integrity and character
     of the district in which it is to be located, in that the
     parking study has demonstrated that parking accommodations
     can be made on-site through valet operated parking and with
     the approval of a valet operation management plan.

6.   The subject site is physically suitable for the proposed
     variance, in that it is a previously developed parcel with
     an existing parking structure.

7.   There are adequate provisions for water, sanitation, and
     public utilities and services to ensure that the proposed
     variance would not be detrimental to public health and
     safety, in that subject site has been previously developed
     and contains access to all relative infrastructure
     necessary to accommodate the theaters and artist studios
     requested.

8.   There will be adequate provisions for public access to
     serve the subject variance proposal, in that the subject
     site is adequately served by existing streets and alley.

9.   The strict application of the provisions of Chapter 10 of
     the City of Santa Monica Comprehensive Land Use and Zoning
     Ordinance would result in unreasonable deprivation of the
     use or enjoyment of the property, in that the community
     serving live performance theater and artist's studios would
     not be possible without the allowance for valet operated
     parking that enables all required parking to be provided
     on-site.

Text Amendment and General Plan Amendment Findings
1.   The proposed amendment is consistent in principle with the
     goals, objectives, policies, land uses, and programs
     specified in the adopted General Plan in that amending the
     Official Districting Map from OP2 to CM2 and changing the
     General Plan Land Use Designation from medium density
     residential to service and specialty commercial is
     consistent with Land Use Element Objective 1.2 to "ensure
     the compatibility of adjacent land uses" in that the site
     zoning and land use designation will be consistent with the
     current site development and that the CM District is a
     mixed use zone designed to encourage development and uses
     that are compatible with the surrounding residential area. 
     In addition, the Zone Change and General Plan Amendment is
     consistent with Land Use Element 1.1, which is to "protect
     the quality of life in all residential neighborhoods" in
     that the amendments ensure the continued use of the site by
     projects consistent with the CM District standards which
     were developed to encourage a balance between residential
     and commercial uses.
     
2.   The public health, safety, and general welfare require the
     adoption of the proposed amendment in that the proposed
     Zone Change and General Plan Map amendment brings the
     Zoning designation for the site into conformance with
     existing and historic commercial use of the property.

CONDITIONS
Plans

1.   This approval is for those plans dated April 8, 1997, a
     copy of which shall be maintained in the City Planning
     Division files.  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 Chapter
     1, Article IX of the Municipal Code, (Zoning Ordinance) and
     all other pertinent ordinances and General Plan policies of
     the City of Santa Monica.

3.   Prior to building permit issuance for the theater space,
     the final parking lot layout (including the provision of
     tandem or stack parking spaces for valet parking) and
     specifications shall be approved by the Parking and Traffic
     Engineer. 

4.   Minor amendments to the plans shall be subject to approval
     by the Director of Planning. An increase of more than 300
     sq. ft. or a significant change in the approved concept,
     such as a change from the theater use to another use, 
     shall be subject to Planning Commission Review. 
     Construction shall be in conformance with the plans
     submitted or as modified by the Planning Commission,
     Architectural Review Board or Director of Planning. 
     Restaurant seating may not exceed 75 seats, including any
     patio seating areas specifically designated for restaurant
     seating.  

Architectural Review Board

5.   Prior to consideration of the project by the Architectural
     Review Board, the applicant shall review disabled access
     requirements with the Building and Safety Division and make
     any necessary changes in the project design to achieve
     compliance with such requirements.  The Architectural
     Review Board, in its review, shall pay particular attention
     to the aesthetic, landscaping, and setback impacts of any
     ramps or other features necessitated by accessibility
     requirements.

6.   Plans for final design, landscaping, screening, trash
     enclosures, and signage shall be subject to review and
     approval by the Architectural Review Board.

7.   The Architectural Review Board, in its review, shall pay
     particular attention to the project's pedestrian
     orientation and amenities; scale and articulation of design
     elements; exterior colors, textures and materials; window
     treatment; glazing; and landscaping.

8.   Landscaping plans shall comply with Subchapter 5B
     (Landscaping Standards) of the zoning ordinance including
     use of water-conserving landscaping materials, landscape
     maintenance and other standards contained in the
     Subchapter.

9.   Refuse areas, storage areas and mechanical equipment shall
     screened in accordance with SMMC Section 9.04.10.02.130-9.04.10.02.150.  Refuse areas shall be of a size adequate
     to meet on-site need, including recycling.  The
     Architectural Review Board in its review shall pay particu-
     lar attention 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
     minimize noise and visual impacts to surrounding
     properties. Unless otherwise approved by the Architectural
     Review Board, rooftop mechanical equipment shall be located
     at least five feet from the edge of the roof.  Except for
     solar hot water heaters, no residential water heaters shall
     be located on the roof.

10.  Construction period signage shall be subject to the
     approval of the Architectural Review Board.

11.  As appropriate, the Architectural Review Board shall
     require the use of anti-graffiti materials on surfaces
     likely to attract graffiti.

Fees

12.  The City is contemplating the adoption of a Transportation
     Management Plan which is intended to mitigate traffic and
     air quality impacts resulting from both new and existing
     development. The Plan will likely include an ordinance
     establishing mitigation requirements, including one-time
     payment of fees on certain types of new development, and
     annual fees to be paid by certain types of employers in the
     City. This ordinance may require that the owner of the
     proposed project pay such new development fees, and that
     employers within the project pay such new annual employer
     fees related to the City's Transportation Management Plan. 
     Development applications shall not be subject to the
     potential new development fee if no ordinance implementing
     such fees has been adopted prior to issuance of a building
     permit for the project.

     In addition, the applicant has agreed to institute the
     following Transportation Demand Management (TDM)  measures,
     and shall submit a plan outlining these measures to the
     Director of Planning and Community Development:

     A) Preferential parking shall be provided to persons
        arriving in vanpools and carpools.

     B) Bicycle racks capable of securing at least seven (7)
        bicycles shall be maintained on the project site.  
     
     C) Bus passes or tokens shall be made available by the
        applicant at half price to employees who utilize public
        transportation to and from their place of work.

13.  A Park and Recreation Facilities Tax of $200.00 per unit
     shall be due and payable at the time of issuance of a
     building permit for the construction or placement of the
     residential units on the subject lot, per and subject to
     the provisions of Section 6.80.010 et. seq. of the Santa
     Monica Municipal Code.

Construction
14.  Vehicles hauling dirt or other construction debris from the
     site shall cover any open load with a tarpaulin or other
     secure covering to minimize dust emissions.

15.  A construction period mitigation plan shall be prepared by
     the applicant for approval by the Department of
     Environmental and Public Works Management prior to issuance
     of a building permit.  The approved 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 subcontractors 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 construction-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; 16)  Provide a construction
     materials recycling plan which seeks to maximize the
     reuse/recycling of construction waste; 17)  Provide a plan
     regarding use of recycled and low-environmental-impact
     materials in building construction; 18) provide a
     construction period water runoff control plan.

16.  Street trees shall be maintained, relocated or provided as
     required in a manner consistent with the City's Tree Code
     (Ord. 1242 CCS), per the specifications of the Community
     and Cultural Services Division and the Department of
     Environmental and Public Works Managemetn.  No street tree
     shall be removed without the approval of the Community and
     Cultural Services Division.

17.  A sign shall be posted on the property in a manner
     consistent wit teh public hearing sign requiremetns which
     shall identify the address adn 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.

18.  The property owner shall insure any graffiti on the site is
     promptly removed through compliance with the City's
     graffiti removal program.

19.  A copy of these conditions shall be posted in an easily
     visible and accessible location at all times during
     construction at the project site.  The pages shall be
     laminated or otherwise protected to ensure durability of
     the copy. 

Environmental Mitigation
20.  Ultra-low flow plumbing fixtures are required on all new
     development and remodeling where plumbing is to be added.
     (Maximum 1.6 gallon toilets and 1.0 gallon urinals and low
     flow shower head.)

21.  To mitigate solid waste impacts, prior to issuance of a
     Certificate of Occupancy, restaurant owner shall submit a
     recycling plan to the Department of General Services for
     its approval.  The recycling plan shall include 1) list of
     materials such as white paper, computer paper, metal cans,
     and glass to be recycled; 2) location of recycling bins; 3)
     designated recycling coordinator; 4) nature and extent of
     internal and external pick-up service; 5) pick-up schedule.

Miscellaneous Conditions
22.  The building address shall be painted on the roof of the
     building and shall measure four feet by eight feet (32
     square feet).

23.  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.

24.  Street and/or alley lighting shall be provided on public
     rights of way adjacent to the project if and as needed per
     the specifications and with the approval of the
     Environmental and Public Works Management Department.

25.  Mechanical equipment shall not be located on the side of
     any building which is adjacent to a residential building on
     the adjoining lot.  Roof locations may be used when the
     mechanical equipment is installed within a soundrated
     parapet enclosure.

26.  Final approval of any mechanical equipment installation
     will require a noise test in compliance with SMMC section
     4.12.040.  Equipment for the test shall be provided by the
     owner or contractor and the test shall be conducted by the
     owner or contractor.  A copy of the noise test results on
     mechanical equipment shall be submitted to the Community
     Noise officer for review to ensure that noise levels do not
     exceed maximum allowable levels for the applicable noise
     zone.

27.  Final building plans submitted for approval of a building
     permit shall include on the plans a list of all permanent
     mechanical equipment to be placed outdoors and all
     permanent mechanical equipment to be placed indoors which
     may be heard outdoors.

28.  No noise generating compressors or other such equipment
     shall be placed adjacent to neighboring residential
     buildings.

29.  Openable windows shall be provided throughout the project,
     in a manner consistent with applicable building code and
     energy conservation requirements.

30.  Street trees along Main Street and Second Street shall be
     maintained, relocated or provided as required in a manner
     consistent with City's Tree Code (Ord. 1242 CCS), per the
     specifications of the Department of Recreation and Parks
     and the Department of General Services. No street tree
     shall be removed without the approval of the Department of
     Recreations and Parks.

Alcohol Outlet Conditions     
31.  No bar area shall be developed within the restaurant.

32.  The owner shall prohibit loitering in the vicinity of the
     restaurant and shall control noisy patrons leaving the
     restaurant.

33.  The primary use of the premises shall be for sit-down meal
     service to patrons. Alcoholic beverages shall only be sold
     to those with the intent of purchasing meals.

34.  In order to maintain the primary use of the premises for
     sit-down meal service, only patrons waiting to be seated
     shall be permitted to order alcoholic beverages while
     standing in the restaurant.

35.  The premises shall maintain a kitchen or food-serving area
     in which a variety of food is prepared and cooked on the
     premises.

36.  The premises shall serve food to patrons during all hours
     the establishment is open for customers.

37.  Seating arrangements for sit-down patrons shall not exceed
     75 seats.

38.  Take out service shall be only incidental to the primary
     sit down use.

39.  No alcoholic beverage shall be sold for consumption beyond
     the premises.

40.  No dancing shall be permitted on the premises.

41.  The restaurant shall have the following permitted operating
     hours: 7:30 a.m. to 12:00 a.m. Monday through Thursday,
     with last reservations taken for 10:00 p.m.; on Fridays,
     from 7:30 a.m. to 1:00 a.m., with last reservations taken
     for 11:00 p.m.; on Saturdays, from 9:00 a.m. to 1:00 a.m.,
     with last reservations taken for 11:00 p.m.; and on Sundays
     from 9:00 a.m. to 12:00 a.m., with last reservations taken
     for 10:00 p.m. On New Year's Eve, last reservations taken
     shall be for 11:00 p.m., and closing shall be at 1:00 a.m.

42.  No expansion in number of seats or intensity of operation
     shall occur without prior approval from the City of Santa
     Monica and State Alcohol Beverage Control.

43.  The restaurant shall be operated in accordance with a
     security plan approved by the Chief of Police.

44.  The restaurant shall comply with a plan approved by the
     Director of Planning regarding employee alcohol awareness
     training programs and policies, including a designated
     driver program.

45.  The applicant shall comply with all legal requirements
     regarding provisions for the disabled, including those set
     forth in the California Administrative Code, Title 24, Part
     2.

46.  Prior to issuance of a building permit, the Building and
     Safety Division shall review the proposed odor filtering
     system for its adequacy.

47.  Restaurant deliveries shall occur only via Main Street. No
     use of Second Street for deliveries or customer access
     shall occur.

48.  Alcohol shall not be served in any disposable container
     such as disposable plastic or paper cups.

49.  No video or other game machines shall be permitted on the
     premises.

50.  Within thirty (30) days from date of approval (if approved)
     the applicant shall provide a copy of the Statement of
     Official Action for this approval to the local office of
     the State Alcoholic Beverage Control department.

51.  Fans and louvers for restaurant mechanical equipment,
     including the odor filtering system, shall be directed
     towards Main Street and shall comply with the City's noise
     ordinance. The odor filtering system shall be required to
     be installed in conjunction with restaurant operation.

52.  Deliveries to the restaurant and trash pickup and recycling
     for the restaurant shall only be permitted between 8:30
     a.m. and 5:00 p.m. Monday through Friday, and between 10:00
     a.m. and 5:00 p.m. Saturday and Sunday. Trash shall only be
     transferred from the restaurant to the exterior dumpsters
     between 9:00 a.m. and 11:00 p.m. Dumpsters or other
     exterior trash containers shall have rubberized lids.
     Restaurant dumpsters shall be locked after 11:00 p.m.

53.  The operation shall at all times be conducted in a manner
     not detrimental to surrounding properties or residences by
     reason of lights, noise, activities, parking, or other
     actions. Failure by the applicant to control any excessive
     noise by restaurant patrons may be grounds for revocation
     of this approval.

54.  This approval is for a Type 47 alcohol license.

Parking
55.  Parking lot illumination shall be provided and maintained.

56.  Prior to building permit issuance for the theater, the
     applicant shall submit a plan to the Director of Planning
     and Community Development for review and approval of the
     valet parking and management program.   If the Director
     determines that additional review is required, the plan
     shall return to the Planning Commission for a public
     hearing.  This plan shall include, but not be limited to,
     the following:  
     A) Valet parking shall be provided after 7:00 pm daily and
        anytime the theater space is in operation for
        performances or workshops.  

     B) A sign shall be posted that valet parking is available
        for patrons of the Edgemar complex after 7:00 p.m.  

     C) A charge may be levied for valet parking.  

     D) The valet service shall not park cars on the surface
        parking lot after 9:00 p.m., with the exception of vans
        and vehicles for disabled patrons.  

     E) The valet service shall not set car alarms. The valets
        shall meet vehicles at Main Street and return them at
        Main Street.  

     F) Valet service shall not interrupt pedestrian flow in
        front of the project by blocking the sidewalk.  

     G) The valet service shall close off parking on the surface
        parking lot by a system of sawhorses or other
        substantial deterrent to parking after 9:00 pm. (Cones
        are deemed not to be substantial.) 

     I) The valet service shall not back vehicles down the
        street. 

     J) There will be at least 3 valet spaces for vehicle pick-up, 2 spaces for dropping off cars, and 1 space for
        pickup located on the project site. 

     K) Staff shall review valet service regarding compliance
        with these conditions after the theater has been in
        operation for six months.

     L) A minimum of a 4 valet attendants and a supervisor shall
        be provided when the stack parking operation is in use
        for the theater.

57.  On-site parking shall be made available without cost to
     building customers and employees. A sign shall be posted at
     the parking entrance to so indicate.

Artist Studio Conditions
58.  The 2,090 sq. ft. space designated on the plans dated April
     8, 1997 as artist loft space may be converted to no more
     than two (2) individual artist studios.   A loft or
     mezzanine may be added to such studios, provided that such
     mezzanine conforms with SMMC Section 9.04.02.030.485.

59.  Living quarters for each artist studio shall not exceed
     fifty percent (50%) of the total studio space.

60.  There shall be no use or storage of toxic chemicals or
     other similarly hazardous materials in the artist studios.

61.  The use of torches or other welding equipment is
     prohibited.

62.  Noise generating equipment which exceeds 45 dba as measured
     from any property line abutting or adjacent  to a
     residential parcel shall be prohibited.

63.  The existing emergency exits  shall remain in place only to
     exit the property.  The emergency exist alarm shall be
     disconnected.  A sign shall be posted at each emergency
     exit door advising that said door is for emergency exit
     only.

64.  The addition of the artist studios shall be subject to the
     review and approval of an Administrative Approval
     application prior to building permit issuance.

65.  One front entry door along Second Street shall be permitted
     for each of the two artist studios.  The entrances shall be
     subject to review and approval by the Architectural Review
     Board.  

66.  Retail sales from the artist studios may be permitted a
     maximum three days per year, subject to the review and
     approval of a Temporary Use Permit.

Theater Conditions
67.  Two live theater performance spaces shall be permitted in
     the project.  One theater shall contain no more than sixty-five (65) seats.  The second theater shall contain no more
     than ninety-nine (99) seats.   

68.  Attendance at performances shall  be limited to the maximum
     number of seats allowed.  Standing room only patrons shall
     not be permitted

69.  The principal use of the theaters shall be for live
     theatrical performances and rehearsals.  Additionally,
     performances (and rehearsals) of musical theater, movement
     or dance, films, lectures, conferences, poetry readings,
     and workshops shall be permitted in the theaters.

70.  Attendance at workshops, conferences, or any other
     permitted events shall not exceed the maximum number of
     theater seats or theater operating hours allowed by this
     permit.

71.  The theater shall have the following permitted hours of
     operation:  7:30 p.m. through 11:00 p.m. on Mondays through
     Fridays; 1:30 p.m. through 11:00 p.m. on Saturdays; and
     1:30 p.m. through 10:00 p.m. on Sundays.  Rehearsals and
     workshops are proposed for the hours of 10:00 a.m. through
     11:00 p.m. Monday through Friday; 10:00 a.m. through 10:00
     p.m. on Saturdays,; and 10:00 a.m. through 9:00 p.m. on
     Sundays. In addition, the performance start and finish
     times for the two theaters shall be staggered by a minimum
     of one hour.

72.  Cleaning crews for the theaters shall not be permitted to
     work after 11:30 p.m. 

73.  All announcements, brochures, and literature for public
     distribution from the theater shall announce the
     availability of parking in City Lot No. 11.

74.  Theater patrons shall not be allowed to self-park on the
     property.  Valet parking shall be provided to patrons for
     all theater performances.  A fee may be charged for the
     valet service.

75.  Prior to each performance, the theater operator shall make
     an announcement that theater patrons are requested to be
     sensitive to noise concerns of adjacent residential
     neighbors.  Signs shall also be posted in the lobby
     requesting theater patrons to be sensitive to the noise
     concerns of adjacent residential neighbors while on the
     property in general.

76.  Prior to each performance, the theater operator shall make
     an announcement that parking on the adjacent residential
     streets is prohibited without a City permit.  This
     announcement shall also appear on all promotional brochures
     for the theater.

77.  The theater shall not conduct set assembly or construction
     on the Second Street loading dock or outdoor portions of
     the property.  All such work shall be conducted indoors.

78.  The theater may continue to use the Second Street loading
     dock currently used by the museum.  The loading dock would
     be used for deliveries to the theater between the hours of
     10:00 a.m. And 6:00 p.m. Up to sixteen times per year, the
     theater may use the Second Street loading dock until 9:30
     p.m., at which time all loading operations shall cease. 
     Notice of each Second Street delivery occurring between
     6:30 p.m. and 9:30 p.m. shall be provided to the Director
     of Planning and Community Development a minimum of 24 hours
     in advance of each anticipated delivery.  Failure to
     provide such notice constitutes a violation of these
     conditions and is grounds for revocation of permits.

79.  The theater may contract with the City for regular trash
     pick-up from its Second Street exit.   

Special Conditions
80.  The property owner shall irrigate and maintain the
     landscaping in the northeast planter box so that it is
     healthy at all times.

81.  The property owner is required to maintain the noise level
     of the fan on Second Street in accordance with City
     ordinances and not higher than the noise level as measured
     on 8/12/88.  

82.  The hedge along Second Street shall be maintained by the
     property owner.  The hedge shall be full and completely
     fill in the space between the wall and the sidewalk.

83.  The outdoor patio shall not be used for restaurant service
     of food, beverages, and/or alcoholic beverages.

84.  Ground floor uses shall be limited to pedestrian oriented
     uses as defined in SMMC Section 9.04.02.030.650.

85.  Any significant change in the approved concept, change in
     the proportion of the various uses or change in intensity
     of use from those uses approved as part of this Development
     Review Permit (for example any change for the proposed
     theater space or density increase to more than 75 seats for
     the restaurant) shall require Planning Commission review
     and  that additional parking be provided to meet Municipal
     Code requirements.

86.  The developer shall notify potential tenants of possible
     overflights and respective aircraft noise, as required by
     the Division of Aeronautics, Department of Transportation.

87.  The Conditional Use Permit to permit a commercial use to be
     located on the R3 portion of the property shall be
     effective through July 1, 2020.  If the City's Districting
     Map is amended to rezone the Property to Main Street
     Special Commercial District (CM2), then this condition
     shall be of no further force or effect.

88.  One third of the ground floor retail lease space, exclusive
     of the restaurant and theater shall be designated for
     leasing to neighborhood commercial uses as defined in the
     Land Use Element.

89.  The Developer shall maintain the Second Street elevation
     including the Second Street sidewalk and walls and fences
     in a clean manner.

90.  No public access to the project from the Second Street
     elevation shall be provided.  

91.  Except for the loading dock and the artist studios
     entrance, all access points on Second Street shall be
     posted and limited to emergency exiting only.

92.  The lessee of the ground floor retail space shall make an
     affirmative effort to give priority to local residents in
     regard to hiring. The employment opportunities shall be
     made public to the neighborhood in advance of Los Angeles
     advertisement in a local newspaper with City-wide
     circulation, copies of announcements mailed to the Ocean
     Park Community Organization, the City's Community
     Neighborhood Services Division and other local
     organizations as recommended by the City which are likely
     to be aware of Santa Monica residents seeking employment.

93.  The availability of parking in City Lot #11 shall be
     indicated on museum announcements, brochures and literature
     for public distribution.

94.  Outdoor entertainment in the common courtyard may be
     permitted one day per year, subject to the review and
     approval of a Temporary Use Permit.

95.  The above conditions shall be recorded as a covenant
     against the land binding upon any successor(s) in interest,
     in a form approved by the City Attorney.   Said covenant
     shall replace and rescind the Agreement Imposing
     Restrictions on Real Property recorded on November 28,
     1988, as Instrument No. 88-1894493 of Official Records of
     the Los Angeles County Recorder's Office.

Validity of Permits
96.  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.

97.  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
     Conditions of approval and acknowledging that failure to
     comply with such conditions shall constitute grounds for
     potential revocation of the permit approval. By signing
     same, applicant shall not thereby waive any legal rights
     applicant 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.

98.  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
     appeal.  Any appeal must be made in the form required by
     the Zoning Administrator.  The approval of this permit
     shall expire if the rights granted are not exercised within
     one year from the permit's effective date.   Exercise of
     rights shall mean issuance of a building permit to commence
     construction.  However, the permit shall also expire if the
     building permit expires, if final inspection is not
     completed or a Certificate of Occupancy is not issued
     within one (1) year of building permit issuance, or if the
     rights granted are not exercised within two (2) years
     following the earliest to occur of the following: issuance
     of a Certificate of Occupancy or, if no certificate of
     Occupancy is required, the last required final inspection
     for the new construction.  One six month extension may be
     permitted if approved by the Director of Planning. 
     Applicant is on notice that time extensions may not be
     granted if development standards relevant to the project
     have changed since project approval.   

Prepared by:    Donna Jerex, Associate Planner
          Amanda Schachter, Senior Planner
          Karen Ginsberg, Planning Manager


Attachments (available at the City of Santa Monica Planning
Counter in Room 111):
A.   Municipal Code and General Plan Conformance
B.   Applicant's Proposed Conditions of Approval
C.   Notices of Public Hearing (2)
D.   Radius and Location Map
E.   Official Districting Map and Land Use Map
F.   Text Amendment Petition Forms
G.   Parking Study
H.   Valet parking Management Plan
I.   Comment Letters
J.   Edgemar Community Liaison Information
K.   Project Plans