HomeMy WebLinkAbout1999-08-17; City Council; 15363; Kelly Ranch Apartmentsa
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CITY OF CARLSBAD -AGENDA BILL
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KELLY RANCH APARTMENT PROJECT
MTG. 8/17/99 SDP 98-04/CDP 98-66
DEPT. PLN
CITY ATTY.
CITY MGRB
RECOMMENDED ACTION:
That the City Council ADOPT Resolution No. 99 -296 APPROVING Site Development Plan
SDP 98-04 and Coastal Development Permit CDP 98-66.
ITEM EXPLANATION:
The project is the proposed site plan and architecture for 494 apartment units. The apartment units
are dispersed throughout 26 buildings within the Kelly Ranch subdivision, CT 97-16, which was
approved earlier this year by the City Council.
The majority of the buildings are three story with a maximum height of 35 feet. A total of 1015
parking stalls are provided as either interior garage, under car port or open surface parking. The
architecture uses Mediterranean elements.
The project proposes to satisfy the inclusionary requirements for the entire Kelly Ranch subdivision by providing 132 “affordable” apartment units. The affordable units will not be located in a single
building, but will be spread throughout the apartment complex per the adopted Affordable Housing
Agreement Imposing Restrictions on Real Property dated October 5, 1998.
The Planning Commission reviewed the proposal at their July 7, 1999 hearing and recommended
approval by a 7-O vote. Additional detailed information can be found in the attached Planning
Commission staff report and Planning Commission minutes excerpts.
FISCAL IMPACT:
All public facilities required to serve the additional dwelling units will be constructed prior to or
concurrent with development as mandated by the Local Facilities Management Plan for Zone 8. Since these improvements will be constructed by the developer, no negative fiscal impacts will be
incurred by the City. As noted above, the applicant will also be responsible for a pro-rata share
toward the cost of short term improvements to the intersection of Palomar Airport Road and El
Camino Real.
GROWTH MANAGMENT STATUS:
Facilities Zone 8
Growth Control Point 11.5
Density Range 8 -15 du/ac 15 du/ac
Special Facilities CFD No. ‘1
The project is 116 units above the Growth Management Dwelling unit allowance and at the top of the
density range. The site was recently designated in the General Plan as Residential Medium High (RMH). RMH was chosen as the appropriate designation since under that designation the site could
accommodate the proposed project’s number of market rate units under the growth control point and not exceed the top of the 8-15 dwelling unit range when the required inclusionary units are added to
the project total. Based on a net developable area of 32.94 acres, the project site can accommodate
a range of 263 to 494 residential dwelling units and be consistent with the RMH General Plan designation.
PAGE 2 OF AGENDA BILL NO. 1s I 36 3
EXHIBITS:
1. City Council Resolution No. 99 - &‘i&
2. Location Map
3. Planning Commission Resolutions No. 4567 and 4568
4. Planning Commission Staff Report, dated July 7, 1999
5. Excerpts of Planning Commission Minutes, dated July 7, 1999.
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RESOLUTION NO. 99-296
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CARLSBAD, CALIFORNIA, APPROVING A SITE DEVELOP-
MENT PLAN AND COASTAL DEVELOPMENT PERMIT FOR 494
APARTMENTS ON PROPERTY GENERALLY LOCATED SOUTH
OF CANNON ROAD AND EAST OF FARADAY AVENUE IN
LOCAL FACILITIES MANAGEMENT ZONE 8.
CASE NAME: KELLY RANCH APARTMENT PROJECT
CASE NO.: SDP 98-04/CDP 98-66
follows:
The City Council of the City of Carlsbad, California, does hereby resolve as
WHEREAS, on July 7, 1999, the Carlsbad Planning Commission held a duly
noticed public hearing to consider the Site Development Plan SDP 98-04 and Coastal
Development Permit CDP 98-66 for the development of 494 apartment units on approximately
36 acres; and
WHEREAS, the Planning Commission adopted Planning Commission
Resolutions No. 4567 and 4568 recommending to the City Council that SDP 98-04 and CDP 98-
66, respectively be approved; and
WHEREAS, the City Council of the City of Carlsbad, on the of 17 day August , 1999, held a duly noticed public hearing to consider the recommendations and
heard all persons interested in or opposed to SDP 98-04 and CDP 98-66; and
WHEREAS, the environmental impacts associated with the development of the
project were previously analyzed in the Kelly Ranch Environmental Impact Report, certified by
the City Council on May 11, 1999, by City Council Resolution No. 99-162.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Carlsbad, California, as follows:
1. That the above recitations are true and correct.
2. That impacts of the Kelly Ranch Apartment Project were analyzed in the
certified Kelly Ranch Environmental Impact Report, EIR 98-05, and that an initial study
established that there are no changed circumstances and that the project will not cause any significant impacts not already analyzed in the certified EIR 98-05.
3. That the Site Development Plan SDP 98-04 and Coastal Development Permit
CDP 98-66 are approved and that the findings and conditions of the Planning Commission
contained in Planning Commission Resolutions No. 4567 and 4568, respectively, are the
findings and conditions of the City Council.
4 This action is final the date this resolution is adopted by the City Council. The
provisions of Chapter 1.16 of the Carlsbad Municipal Code, “Time Limits for Judicial Review”
shall apply:
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“NOTICE TO APPLICANT’
The time within which judicial review of this decision must be sought is
governed by Code of Civil Procedure, Section 1094.6, which has been
made applicable in the City of Carlsbad by Carlsbad Municipal Code
Chapter 1.16. Any petition or other paper seeking review must be filed in
the appropriate court not later than the nineteenth day following the date
on which this decision becomes final; however, if within ten days after the
decision becomes final a request for the record of the deposit in an
amount sufficient to cover the estimated cost or preparation of such
record, the time within which such petition may be filed in court is
extended to not later than the thirtieth day following the date on which the
record is either personally delivered or mailed to the party, or his attorney
of record, if he has one. A written request for the preparation of the
record of the proceedings shall be filed with the City Clerk, City of
Carlsbad, 1200 Carlsbad Village Drive, Carlsbad, CA. 92008.”
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Carlsbad on the I 7 day of a,,-? 1999, by the following vote, to wit:
AYEScouncil Members Lewis, Nygaard, Finnila & Hall
NOES: None
ABSENT: Council Member Ku .lchin
Al-TEST:
(SEAL)
-2- 4
EXHIBIT 2
KELLY RANCH
APARTMENT PROJECT
SDP 98=04/CDP 98-66
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EXHIBIT 3
PLANNING COMMISSION RESOLUTION NO. 4567
A RESOLUTION OF THE PLANNING COMMISSION OF THE
CITY OF CARLSBAD, CALIFORNIA, RECOMMENDING
APPROVAL OF A SITE DEVELOPMENT PLAN FOR 494
APARTMENTS ON PROPERTY GENERALLY LOCATED
SOUTH OF CANNON ROAD AND EAST OF FARADAY
AVENUE IN LOCAL FACILITIES MANAGEMENT ZONE 8.
CASE NAME: KELLY RANCH APARTMENT PROJECT
CASE NO.: SDP 98-04
WHEREAS, Security Capital Pacific Trust, “Developer”, has filed a verified
application with the City of Carlsbad regarding property owned by Kelly Land Company,
“Owner”, described as
A portion of Lot “I” of Ranch0 Agua Hedionda and a portion
of Lot “F” of Ranch0 Agua Hedionda, ail in the City of
Carlsbad, County of San Diego, State of California according
to map thereof No. 823, filed in the office of the County
Recorder of San Diego on November 16,1896.
(“the Property”); and
WHEREAS, said verified application constitutes a request for a Site Development
Plan as shown on Exhibit(s) “A “-“F” dated May 19, 1999, on file in the Planning Department,
KELLY RANCH APARTMENT PROJECT - SDP 98-04 as provided by Chapter
21.06Section 21.53.120 of the Carlsbad Municipal Code; and
WHEREAS, the Planning Commission did, on the 2nd day of June, 1999, and on
the 7th day of July, 1999 hold a duly noticed public hearing as prescribed by law to consider
said request; and
WHEREAS, at said public hearing, upon hearing and considering all testimony
and arguments, if any, of all persons desiring to be heard, said Commission considered all factors
relating to the Site Development Plan.
NOW, THEREFORE, BE IT HEREBY RESOLVED by the Planning
Commission of the City of Carlsbad as follows:
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4 That the foregoing recitations are true and correct.
B) That based on the evidence presented at the public hearing, the Planning
Commission RECOMMENDS APPROVAL of KELLY RANCH
APARTMENT PROJECT - SDP 98-04, based on the following findings and
subject to the following conditions:
Findings:
1.
2.
3.
4.
5.
6.
7.
8.
That the requested use is properly related to the site, surroundings and environmental
settings, is consistent with the various elements and objectives of the General Plan, will
not be detrimental to existing uses or to uses specifically permitted in the area in which
the proposed use is to be located, and will not adversely impact the site, surroundings or
traffic circulation, in that the project conforms to the building height and setback
requirements of the underlying zone and the project has been designed with several
architectural features which will create a visually attractive development.
That the site for the intended use is adequate in size and shape to accommodate the use, in
that the project has been proposed entirely within the development requirements of
the underlying zone and no variance has been requested or required.
That all yards, setbacks, walls, fences, landscaping, and other features necessary to adjust
the requested use to existing or permitted future uses in the neighborhood will be
provided and maintained, in that the project includes approved exhibits which will be
the basis for issuing building permits. All development is required to be consistent
with the approved exhibits.
That the street systems serving the proposed use is adequate to properly handle all traffic
generated by the proposed use, in that a local street system will be constructed
concurrent with the development of the apartment buildings which will adequately
accommodate the anticipated Average Daily Traffic.
The Planning Commission has reviewed each of the exactions imposed on the Developer
contained in this resolution, and hereby finds, in this case, that the exactions are imposed
to mitigate impacts caused by or reasonably related to the project, and the extent and the
degree of the exaction is in rough proportionality to the impact caused by the project.
The project will provide sufficient additional public facilities for the density in
excess of the control point to ensure that the adequacy of the City’s public facilities
plans wili not be adversely impacted.
There have been sufficient developments approved in the quadrant at densities
below the control point to cover the units in the project above the control point so
that approval will not result in exceeding the quadrant limit.
All necessary public facilities required by Chapter 21.90 of the Carlsbad Municipal
Code will be constructed or are guaranteed to be‘constructed concurrently with the
need for them created by this development and in compliancewith the adopted City
standards.
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Conditions:
Staff is authorized and directed to make, or require Developer to make, all corrections
and modifications to the Site Development Plan document(s) necessary to make them
internally consistent and in conformity with final action on the project. Development
shall occur substantially as shown in the approved Exhibits. Any proposed development
different from this approval, shall require an amendment to this approval.
The Developer shall provide the City with a reproducible 24” x 36”, mylar copy of the
Site Plan as approved by the final decision making body. The Site Plan shall reflect the
conditions of approval by the City. The Plan copy shall be submitted to the City
Engineer and approved prior to building, grading, final map, or improvement plan
submittal, whichever occurs first.
The Developer shall include, as part of the plans submitted for any permit plan check, a
reduced legible version of the approving resolutions on a 24” x 36” blueline drawing.
Said blueline drawing(s) shall also include a copy of any applicable Coastal Development
Permit and signed approved site plan.
Building permits will not be issued for development of the subject property unless the
District Engineer determines that sewer facilities are available at the time of application
for such sewer permits and will continue to be available until time of occupancy.
The Developer shall pay the public facilities fee adopted by the City Council on July 28,
1987, (amended July 2, 1991) and as amended from time to time, and any development
fees established by the City Council pursuant to Chapter 2 1.90 of the Carlsbad Municipal
Code or other ordinance adopted to implement a growth management system or Facilities
and Improvement Plan and to fulfil1 the developer’s/subdivider’s agreement to pay the
public facilities fee dated August 29,1997, a copy of which is on file with the City Clerk
and is incorporated by this reference. If the fees are not paid, this application will not be
consistent with the General Plan and approval for this project will be void.
Prior to approval of a final map or the issuance/approval of a building permit, which ever
occurs first, the Developer shall submit evidence to the Planning Director that impacts to
school facilities have been mitigated in conformance with the City’s Growth
Management Plan to the extent permitted by applicable state law. If the mitigation
involves a financing scheme such as a Mello-Roos Community Facilities District which
is inconsistent with the City’s Growth Management Plan, including City Council Policy
Statement No. 38, the Developer shall disclose to future owners in the project, to the
maximum extent possible, the existence of the tax and that the school district is the taxing
agency responsible for the financing district.
If any condition for construction of any public improvements or facilities, or the payment
of any fees in-lieu thereof, imposed by this approval or imposed by law on this residential
housing project are challenged this approval shall be suspended as provided in
Government Code Section 66020. If any such condition is determined to be invalid this
approval shall be invalid unless the City Council determines that the project without the
condition complies with all requirements of law.
PC RESO NO. 4567 -3- s
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Approval of SDP 98-04 is subject to the approval of LCPA 97-09 by the California
Coastal Commission.
Trash receptacle areas shall be enclosed by a six-foot high masonry wall with gates
pursuant to City standards. Location of said receptacles shall be approved by the
Planning Director. Enclosure shall be of similar colors and/or materials to the project to
the satisfaction of the Planning Director.
All visitor parking spaces shall be striped a different color than the assigned resident
parking spaces and shall be clearly marked as may be approved by the Planning Director.
An exterior lighting plan including parking areas shall be submitted for Planning Director
approval. All lighting shall be designed to reflect downward and avoid any impacts on
adjacent homes or property.
No outdoor storage of materials shall occur onsite unless required by the Fire Chief. In
such instance a storage plan will be submitted for approval by the Fire Chief and the
Planning Director.
The Developer shall prepare a detailed landscape and irrigation plan in conformance with
the approved Preliminary Landscape Plan and the City’s Landscape Manual. The plans
shall be submitted to and approval obtained from the Planning Director prior to the
approval of the final map, grading permit, or building permit, whichever occurs first. The
Developer shall construct and install all landscaping as shown on the approved plans, and
maintain all landscaping in a healthy and thriving condition, free from weeds, trash, and
debris.
The Developer shall submit and obtain Planning Director approval of a uniform sign
program for this development prior to occupancy of any building.
Building identification and/or addresses shall be placed on all new and existing buildings
so as to be plainly visible from the street or access road; color of identification and/or
addresses shall contrast to their background color.
Prior to occupancy of any units, the Developer shall construct a directory sign at the
entrance to the project. The design of this sign shall be approved by the Planning
Director.
The Developer shall provide bus stops to service this development at locations and with
reasonable facilities to the satisfaction of the North County Transit District and the
Planning Director. Said facilities, if required, shall at a minimum include a bench, free
from advertising, and a pole for the bus stop sign. The bench and pole shall be designed
to enhance or consistent with basic architectural theme of the project.
Prior to occupancy of the first dwelling unit the Developer shall provide all required
passive and active recreational areas per the approved plans, including landscaping and
recreational facilities.
The distribution of affordable units shall be as described in the Affordable Housing
Agreement Imposing Restructions on Real Property by and between the City of
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Carlsbad, Kelly Land Company and PTR Developmetn Services Inc. adopted by
City Council on July 28, 1998 by Resolution No. 98-257 and as shown on the
“Affordable Unit Distribution Table” attached hereto and made a part hereof.
20. Lot 161 is not a commercial facility and is for the exclusive use of the residents of the
Kelly Ranch which is comprised of Planning Areas A, E, D, G, H, I and J.
Developer shall cause the owner to execute and record a deed restriction on the lot
designating it in perpetuity as a common recreational storage facility. Additionally,
the facility shall be maintained by the applicant (Archstone Communities) or their
successors.
Enpineering
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The developer shall provide an acceptable means for maintaining the private easements
within the Site Development Plan area SDP 98-04 as well as the private streets,
sidewalks, street lights, storm drain facilities, and sewer facilities located therein.
Adequate provision for such maintenance shall be included in a record document subject
to the approval of the City Engineer.
Prior to the issuance of a building permit, the developer shall comply with the City’s
Anti-Graffiti program for wall treatments if and when such a program is formally
established by the City.
Prior to hauling dirt or construction materials to or from any proposed construction site
within this project, the developer shall submit to and receive approval from the City
Engineer for the proposed haul route. The developer shall comply with all conditions and
requirements the City Engineer may impose with regards to the hauling operation.
The developer shall provide for sight distance corridors in accordance with the
Engineering Standards and the conditions of approval for CT 97-16. Mature vegetation
within the site line area of all intersections shall be no greater than 30” in height or have a
canopy no less than 8’ in height. No structure, fence, wall, sign, or other object over 30”
‘in height above the street level shall be placed or permitted to encroach within the area
identified as a sight distance corridor in accordance with City Standards. The underlying
property owner shall maintain this condition.
This project is within the proposed boundary of the Cannon Road West bridge and
Thoroughfare Fee District. The project is required to pay a fare share contribution
towards the construction of Cannon Road in accordance with the proposed fee program.
The developer shall pay all current fees and deposits required.
The structural section for the access aisles must be designed with a traffic index of 5.0 in
accordance with City Standards due to truck access through the parking area and/or aisles
with an ADT greater than 500. The structural pavement design of the aisle ways shall be
submitted together with required R-value soil test information and approved by the City
as part of the building site plan check review.
All improvements except water and sewer lines in public easements are private and are to
be privately maintained.
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Water District
29. The Developer shall be responsible for all fees, deposits and charges which will be
collected before and/or at the time of issuance of the building permit. The San Diego
County Water Authority capacity charge will be collected at the issuance of application
for any meter installation.
30.
31.
The Developer shall provide detailed information to the District Engineer regarding water
demand, irrigation demand, fire flow demand in gallons per minute, and projected sewer
flow in million gallons per day.
The entire potable water system, reclaimed water system and sewer system shall be
evaluated in detail by Developer and District Engineer to insure that adequate capacity,
pressure and flow demands can be met.
32. All District pipelines, pump stations, pressure reducing stations and appurtenances
required for this project by the District shall be within public right-of-way or within
easements granted to the District or the City of Carlsbad.
33. Sequentially the developer’s engineer shall do the following:
A.
B.
Meet with the City Fire Marshal and establish the fire protection requirements
Prepare and submit a colored recycled water use area map and submit this map to
the Planning Department for processing and approval by the District Engineer.
C. Prior to the preparation of sewer, water and recycled water improvement plans,
the Developer shall submit preliminary system layouts to the District Engineer for
review, comment and approval.
34. The following note shall be placed on the final map:
A. “This project is approved upon the expressed condition that building permits will
not be issued for development of the subject property unless the District serving
the development has adequate water and sewer capacity available at the time
development is to occur, and that such water and sewer capacity will continue to
be available until time of occupancy.
35.
36.
All potable water and recycled water meters shall be placed within public right-of-way.
No more than 19 homes shall be served on a single potable water distribution pipeline.
For those locations with more than 19 homes, a looped potable water pipeline system
shall be designed.
37.
. . .
A public fire flow system shall be required for this industrial or commercial development,
and it shall be constructed as a looped pipeline system.
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General:
38. If any of the foregoing conditions fail to occur; or if they are, by their terms, to be
implemented and maintained over time, if any of such conditions fail to be so
implemented and maintained according to their terms, the City shall have the right to
revoke or modify all approvals herein granted; deny or further condition issuance of all
future building permits; deny, revoke or further condition all certificates of occupancy
issued under the authority of approvals herein granted; institute and prosecute litigation to
compel their compliance with said conditions or seek damages for their violation., No
vested rights are gained by Developer or a successor in interest by the City’s approval of
this Site Development Plan.
NOTICE
Please take NOTICE that approval of your project includes the “imposition” of fees,
dedications, reservations, or other exactions hereafter collectively referred to for convenience as
“fees/exactions.”
You have 90 days from date of ha1 approval to protest imposition of these fees/exactions. If
you protest them, you must follow the protest procedure set forth in Government Code Section
66020(a), and file the protest and any other required information with the City Manager for
processing in accordance with Carlsbad Municipal Code Section 3.32.030. Failure to timely
follow that procedure will bar any subsequent legal action to attack, review, set aside, void, or
annul their imposition.
You are hereby FURTHER NOTIFIED that your right to protest the specified fees/exactions
DOES NOT APPLY to water and sewer connection fees and capacity charges, nor planning,
zoning, grading or other similar application processing or service fees in connection with this
project; NOR DOES IT APPLY to any fees/exactions of which you have previously been given
a NOTICE similar to this, or as to which the statute of limitations has previously otherwise
expired.
. . .
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PASSED, APPROVED AND ADOPTED at a regular meeting of the planning
Commission of the City of Carlsbad, California, held on the 7th day of July 1999, by the
following vote, to wit:
AYES: Chairperson Heineman, Commissioners Compas, L’Heureux,
Nielsen, Segall, Trigas, and Welshons
NOES:
ABSENT:
ABSTAIN:
COURTNEY E. HEINEMAN, Chairperson
CARLSBAD PLANNING COMMISSION
ATTEST:
Planning Director
PC RESO NO. 4567 -8- /3
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\ \ :. \(] ’ -I__ -.. -,>,a ‘;>
PLANNING COMMISSION RESOLUTION NO. 4568
A RESOLUTION OF THE PLANNING COMMISSION OF THE
CITY OF CARLSBAD, CALIFORNIA, RECOMMENDING
APPROVING OF COASTAL DEVELOPMENT PERMIT CDP
98-66 ON PROPERTY GENERALLY LOCATED SOUTH OF
CANNON ROAD AND EAST OF FARADAY AVENUE IN
LOCAL FACILITIES MANAGEMENT ZONE 8.
CASE NAME: KELLY RANCH APARTMENT PROJECT
CASE NO.: CDP 98-66
WHEREAS, Security Capital Pacific Trust, “Developer”, has tiled a verified
9 application with the City of Carlsbad regarding property owned by Kelly Land Company,
10 “Owner”, described as
A portion of Lot “I” of Ranch0 Agua Hedionda and a portion
of Lot “F” of Ranch0 Agua Hedionda, all in the City of
Carlsbad, County of San Diego, State of California according
to map thereof No. 823, filed in the office of the County
Recorder of San Diego on November 16,1896
(“the Property”); and
WHEREAS, said verified application constitutes a request for a Coastal
Development Permit as shown on Exhibits “A “-“S” dated May 19, 1999, on file in the Planning
Department, KELLY RANCH APARTMENT PROJECT - CDP 98-66, as provided by
Chapter 2 1.201.040 of the Carlsbad Municipal Code; and
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WHEREAS, the Planning Commission did, on the 2nd day of June 1999 and on
the 7th day of July, 1999, hold a duly noticed public hearing as prescribed by law to consider
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said request; and
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WHEREAS, at said public hearing, upon hearing and considering all testimony
and arguments, if any, of all persons desiring to be heard, said Commission considered all factors
26 relating to the CDP.
27 NOW, THEREFORE, BE IT HEREBY RESOLVED by the Planning
28 Commission of the City of Carlsbad as follows:
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4 That the foregoing recitations are true and correct.
W
Findings:
That based on the evidence presented at the public hearing, the Commission
RECOMMENDS APPROVAL of KELLY RANCH APARTMENT
PROJECT - CDP 98-66, based on the following findings and subject to the
following conditions:
1. That the proposed development is in conformance with the Certified Local Coastal
Program and all applicable policies in that the project is in compliance with all of the
development standards of the R-3 zone, the proposed residential density is within
the density range established by the Mello II segment, and the project is consistent
with the intent of the individual policies of the applicable Local Coastal Program
overlay zones.
2. That the project is conditioned to include erosion control (Chapter 21.203.040(B)(4)
consistent with the intent of the Coastal Resource Protection overlay zone policy.
3. The Planning Commission has reviewed each of the exactions imposed on the Developer
contained in this resolution, and hereby finds, in this case, that the exactions are imposed
to mitigate impacts caused by or reasonably related to the project, and the extent and the
degree of the exaction is in rough proportionality to the impact caused by the project.
Conditions:
1.
2.
3.
4.
5.
. . .
Staff is authorized and directed to make, or require Developer to make, all corrections
and modifications to the document(s) necessary to make them internally consistent and in
conformity with final action on the project. Development shall occur substantially as
shown in the approved Exhibits. Any proposed development different from this
approval, shall require an amendment to this approval.
The applicant shall apply for and obtain building permits for this project within two.
(2) years of approval or this coastal development permit will expire unless extended
per Section 21.201.210 of the Zoning Ordinance.
Prior to the issuance of building permits, the applicant shall apply for and obtain a
grading permit issued by the City Engineer.
Approval of CDP 98-66 is subject to the approval of LCPA 97-09 by the California
Coastal Commission.
If a grading permit is required, all grading activities shall be planned in units that
can be completed by October 1st. Grading activities shall be limited to the “dry
season”, April 1st to October 1st of each year. Grading activities may be extended
to November 15th upon written approval of the City Engineer and only if all erosion
control measures are in place by October 1st.
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PC RESO NO. 4568 -2- /b
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NOTICE
Please take NOTICE that approval of your project includes the “imposition” of fees,
dedications, reservations, or other exactions hereafter collectively referred to for convenience as
“fees/exactions.”
You have 90 days from date of final approval to protest imposition of these fees/exactions. If
you protest them, you must follow the protest procedure set forth in Government Code Section
66020(a), and file the protest and any other required information with the City Manager for
processing in accordance with Carlsbad Municipal Code Section 3.32.030. Failure to timely
follow that procedure will bar any subsequent legal action to attack, review, set aside, void, or
annul their imposition.
You are hereby FURTHER NOTIFIED that your right to protest the specified fees/exactions
DOES NOT APPLY to water and sewer connection fees and capacity charges, nor planning,
zoning, grading or other similar application processing or service fees in connection with this
project; NOR DOES IT APPLY to any fees/exactions of which you have previously been given
a NOTICE similar to this, or as to which the statute of limitations has previously otherwise
expired.
PASSED, APPROVED AND ADOPTED at a regular meeting of the Planning
Commission of the City of Carlsbad, California, held on the 7th day of July 1999, by the
following vote, to wit:
AYES: Chairperson Heineman, Commissioners Compas, L’Heureux,
Nielsen, Segall, Trigas, and Welshons
NOES:
ABSENT:
ABSTAIN:
CARLSBAD PLANNING COMMISSION
ATTEST:
MICHAEL J. HMZMI!&ER
Planning Director
PC RESO NO. 4568 13
EXHIBIT 4 The City of CARLSBAD Planning Department
A REPORT TO THE PLANNING COMMISSION
Item No. 0 2
P.C. AGENDA OF: July 7, 1999
Application complete date: October 29, 1998
Project Planner: Christer Westman
Project Engineer: Mike Shirey
SUBJECT: SDP 9%04/CDP 98-66 - KELLY RANCH -APARTMENT PROJECT -
Request for approval of a 494 unit apartment project on 36.34 acres of land
generally located south of Cannon Road and east of Faraday Avenue in Local
Facilities Management Zone 8.
I. RECOMMENDATION
That the Planning Commission ADOPT Planning Commission Resolutions No. 4567 and 4568
RECOMMENDING APPROVAL of Site Development Plan SDP 98-04 and Coastal
Development Permit CDP 98-66 based on the findings and subject to the conditions contained
therein.
II. INTRODUCTION
The project is the proposed site plan and architecture for 494 apartment units in multiple
buildings within the Kelly Ranch subdivision, CT 97-16. Earlier this year, the Planning
Commission and the City Council reviewed and approved the Kelly Ranch subdivision and the
associated legislative actions which created 5 large lots, approved the general grading concepts,
and designated the site for multi-family residential development.
The project proposes to satisfy the inclusionary requirements for the entire Kelly Ranch
subdivision by providing 132 “affordable” apartment units. The affordable units will not be
located in a single building, but will be spread throughout the apartment complex.
The project is located within the Mello II segment of the Carlsbad Local Coastal Program and
therefore requires approval of a Coastal Development Permit consistent with the Mello II
policies.
III. PROJECT DESCRIPTION AND BACKGROUND
The site is zoned Multiple-Family Residential (R-3) with a Qualified (Q) Overlay. The “Q”
Overlay adds the requirement of project review by Site Development Plan. The R-3 designation
is typically characterized by larger multiple unit residential buildings. The project is the proposal
of 494 apartment units within 26 buildings over a 36.34 acre area. There are four building types.
The project is predominantly a combination of 12 building types “A” and “B”. This combination
has a total of 446 units. There are two type “D” buildings with a total of 40 units and a single
type “C” building with 8 units. The buildings are arranged at angles to each other on varying pad
elevations.
C
SDP 98-04/CDP 98-66 JSIiLLY RANCH APARTMENTS
July 7, 1999
The architectural design of the buildings recalls elements of Mediterranean detailing. Design
cues include wrought iron, arches, columns, window surrounds, multiple building planes,
corbels, and trellises. A color pallet is proposed of varying colors and tones to assist the
architecture create a sense of multiple buildings within one structure.
Units are one, two and three bedroom. They range from 580 square feet for the one bedroom/one
bath Plan 1 to 1,340 square feet for the three bedroom/two bath Plan 8.
The project is subject to:
A. General Plan/Growth Management
B. Inclusionary Housing Ordinance
C. City Council Policy 43
D. 21.53.120 (SDP) Affordable Housing Multi-family Residential
E. Q Overlay Ordinance
F. Mello II segment of the Carlsbad Local Coastal Program
IV. ANALYSIS
A. General Plan/Growth Management
The site was recently designated in the General Plan as Residential Medium High (RMH). RMH
was chosen as the appropriate designation since under that designation the site could
accommodate the proposed project’s number of market rate units under the growth control point
and not exceed the top of the 8-15 dwelling unit range, even when the required inclusionary units
are added to the project total. Designating the property as Residential High (RH) was considered
but was rejected since an RH designation would have allowed up to 625 market rate apartment
units under the growth control point (19 du/ac) and the potential of going up to 757 dwelling
units.
The RMH designation is characterized by urban multiple residential areas comprised of
condominium or apartment development. The density range for RMH is 8- 15 dwelling units per
acre. Based on a net developable area of 32.94 acres, the project site can accommodate a range
of 263 to 494 residential dwelling units and be consistent with the RMH General Plan
designation.
The Growth Management Control Point for RMH is 11.5 dwelling units per acre (du/ac).
Applying the control point to 32.94 acres results in a maximum allowable dwelling unit count of
378. However, the project is proposed with 362 market rate apartments and 132 “affordable”
apartments for a total of 494. The gross number of proposed dwelling units is at the top of the
General Plan range.
B. Inclusionary Housing
The project has been designed to provide the required “affordable” units for all of the Kelly
Ranch except Planning Areas K and L. Based on a buildout assumption of 877 units for the
Kelly Ranch, 132 units (15%) are required to be affordable. The affordable units will include 14
with 3 bedrooms.
SDP 98-04/CDP 98-66 KELLY RANCH APARTMENTS
July 7, 1999
Page 3
The Kelly Land Company has entered into an Affordable Housing Agreement which will
guarantee that the required affordable units will be built concurrently with the availability of
market rate units within the Kelly Ranch.
C. City Council Policy 43: Excess Dwelling Unit Allocation
In the past year, land use changes have been made within Zone 8 which have resulted in a
reduction in the assumed number of residential units from 1,224 to 963. This is a reduction of
261 residential units. These 261 residential units are considered “excess”.
City Council Policy 43 states that it is not mandatory that these excess dwelling units be
allocated if they become available in any quadrant and that it would be desirable to attain
development densities below the ultimate residential dwelling unit cap of each quadrant.
However, excess quadrant units may be considered for allocation subject to the required findings
of the Growth Management Ordinance and the order of priority established by Council Policy
No. 43.
Each of the required Proposition “E” findings can be made. Each required finding follows with a
brief comment regarding the project’s compliance with the finding:
l FINDING: The project will provide sufficient additional public facilities for the density in
excess of the control point to ensure that the adequacy of the City’s public facilities plans
will not be adversely impacted.
The project is proposed to be developed at 116 dwelling units above the growth control point.
All of the required public facilities have been sized to meet or exceed the demand for the
additional units. In addition, fees will be assessed to accommodate the added demand for
services.
l FINDING: There have been sufficient developments approved in the quadrant at densities
below the control point to cover the units in the project above the control point so that
approval will not result in exceeding the quadrant limit.
Within Zone 8, there are 261 excess units. The project requests allocation of 116 of those units.
l FINDING: All necessary public facilities required by Chapter 21.90 of the Carlsbad
Municipal Code will be constructed or are guaranteed to be constructed concurrently with the
need for them created by this development and in compliance with the adopted City
standards.
The project has been conditioned to provide all of the required public facilities for both the
market rate and “affordable” units.
Through the analysis of the different land uses within the Kelly Ranch, it was determined that a
Residential Medium High (RMH) designation would be more appropriate for Planning Areas D,
G, and H than a Residential High (RH) designation, An RH designation would have allowed up
to 625 units at a growth control point of 19 du/ac. This number of units on the site was
SDP 98-04/CDP 98-66 KELLY RANCH APARTMENTS
July 7, 1999
considered to be too intense. Therefore, the RMH designation was considered to be more
appropriate because it provided a cap of 494 apartment units at the top of the RMH density range
of 8-15 du/ac. This cautious application of density regulation considered the implementation of
Policy 43 priorities to allow the density of the project to reach the top of the density range.
Regarding Policy 43 priorities, projects which are eligible for consideration as first priorities
include lower-income residential projects and projects which cluster for the preservation of larger
areas of sensitive habitat. Lower income affordability is where allowable housing expenses paid
by the qualifying household do not exceed 30% of the gross monthly income, adjusted for
household size, at 80% of the county median income.
The project does have an affordable component as discussed in an earlier section, Inclusionary
Housing, and is also part of the overall Kelly Ranch development which has preserved
significant areas of sensitive habitat. The project therefore qualifies for excess unit allocation.
D. 2 1.53.120 (SDP) Affordable Housing Multi-family Residential
Pursuant to Section 21.53.120 (Carlsbad Municipal Code), multi-family apartment projects
and/or, affordable housing projects are required to process a site development plan in
conformance with the development standards of the underlying zone. The project is subject to
the development standards of the R-3 zone (Carlsbad Municipal Code Chapter 21.16). The
following table illustrates the required development standards and the project’s compliance with
those standards.
R-3 Development Standards
Standard
Building Height
Setback - front
Minimum Requirement
35 feet
20 feet
Proposed
35 feet
25+ feet
Setback - side
Setback - rear
Parking stalls:
One bedroom
Two bedroom
10 feet 15+ feet
20 feet 25+ feet
1.5 per unit 210 units = 315 stalls 3 15 stalls
2.0 ner unit 254 units = 508 stalls 508 stalls
Three bedroom 2.0 per unit 30 units = 60 stalls 60 stalls
Guest 5.0 +.25 ner unit 494 units = 126 stalls 132 stalls
1 Maximum Lot Coverage 60% 16.5 %
The project has been designed with Mediterranean architectural elements which include wrought
iron, columns, pot shelves, and ceramic tiles. The project has been designed with multiple
building planes, corbels, arches, protrudin g window surrounds, tile roofs and multiple colors
which will contribute to building mass relief.
The building pads are at different levels. The differences in pad elevations range from six (6) to
thirty (30) feet. In addition to the pad height differences, the buildings have been sited at angles
to each other which creates opportunities for views from the project and more interesting views
of the project from Cannon Road and from the north side of the lagoon.
SDP 98-04/CDP 98-66 KELLY RANCH APARTMENTS
July 7, 1999
Page 5
E. “Q” Overlay
Chapter 2 1.06 of the Carlsbad Municipal Code is the Qualified Development Overlay Zone. The
intent and purpose of the overlay zone is to supplement the underlying zone by providing
additional regulations which promote orderly, attractive and harmonious development.
The overlay was applied to this site with the intention of guaranteeing that the architecture and
site plan designs would be compatible with the surroundings and that the overall design would be
acceptable within a scenic corridor near a coastal resource. The overlay zone does not have
specific development criteria, however, the Planning Commission and City Council may impose
special conditions or requirements which are more restrictive than the underlying zone
regulations for the sake of ensuring neighborhood compatibility and harmony.
The project has been proposed within all of the regulations for the R-3 zone. Substantial
setbacks have been provided along Cannon Road in combination with elevation changes. The
project pads are approximately 10-l 5 feet above the road, setbacks vary because of the angle of
the building’s relationship to the road with a minimum setback at any point of 45 feet. Double
and triple rows of trees will be planted along the slopes which separate the road from the
project’s buildings. No special regulations beyond what has been designed into the project
already have been recommended.
F. Mello II segment: Carlsbad Local Coastal Program
The project is within the Mello II segment of the Carlsbad Local Coastal Program and is
therefore subject to approval of a Coastal Development Permit.
The intent of the Local Coastal Program is to protect coastal resources. A Coastal Development
Permit CDP 97-43 was issued for the subdivision and grading of the property, and thereby
addressed the coastal resource issues.
As shown on the Coastal Development Compliance Table below, the proposed development is in
compliance with all applicable regulations of the LCP Land Use Plan.
COASTAL DEVELOPMENT COMPLIANCE TABLE
LCP Land Use Plan RMH (Residential Medium High) proposed
General Plan RMH (Residential Medium High)
Zoning R-3-Q
Grading Permit Reauired No
Hillside Development Permit Required No
Native Vegetation Impacts None
STANDARD REQUIRED/ALLOWED PROPOSED
Front Yard Setback 20 feet 25+ feet
Side/Rear Yard Setback
Building Hciaht
10 feet
35 feet
15+ feet
35 feet
Lot Coverage 1 60% 1 16.5%
SDP 98-04/CDP 98-66 KELLY RANCH APARTMENTS
July 7, 1999
Page 6
Review of Required Coastal Findings
1. Conformance with the Certified Local Coastal Prooram and all applicable policies.
The project is located in the Mello II Local Coastal Program Segment.
The project proposes the construction of multi-family residences in an area designated for
multi-family development. The LCP Land Use Plan designates the subject site for RM
(Residential Medium) density development and is proposed for RMH (Residential
Medium High) density. As discussed below, the project complies with the applicable
LCP provisions.
The LCP Land Use Plan proposed designation for the subject site is RMH (Residential
Medium High) density development. Based on density of S-l 5 du/ac, the project site can
accommodate up to 494 residential units. The proposed project will not obstruct public
views from designated view points or corridors nor will it otherwise damage the visual
beauty of the coastal zone. Sensitive resources existed previously, but were mitigated
through the approval of CDP 97-43. No agricultural uses exist on the site. Development
is not located in an area of known geologic instability. Public opportunities for coastal
resource (Agua Hedionda Lagoon) access are available from the subject site and public
access requirements in the form of Citywide trail segments are conditioned for the
project.
2. Coastal Overlav Zones.
The subject site is located in the Coastal Resource Protection Overlay Zone, however, all
issues regarding development within slope areas \vere addressed under CDP 97-43. The
project will not require a grading permit. Construction of the project will adhere to the
City’s Master Drainage and Storm Water Quality Management Plan and Grading
Ordinance to avoid increased run off and soil erosion.
V. ENVIRONMENTAL REVIEW
The Planning Director has determined that an EIR previously certified for a connected project is
sufficient for the present project. The impacts of the Kelly Ranch Apartment Project were
analyzed in the Kelly Ranch Environmental Impact Report. An initial study establishcci, per the
State CEQA guidelines, that additional significant environmental impacts will not occur as a
result of the implementation of this project and therefore a notice of prior compliance has been
issued and published for public review. No comments have been received from the public at
large regarding the project.
In addition, the City has received its annual Growth Management Traffic Monitoring Report.
The Report has recorded an unanticipated intersection “level of service” (LOS) failure at
Palomar Airport Road (PAR) and El Camino Real (ECR) durin g both the a.m. and p.m. peak
hours. This potentially creates a changed circumstance negating reliance on previous
environmental documentation. Pursuant to $15 162 of the CEQA Guidelines a lead agency must
prepare a “Subsequent” environmental documentation if substantial evidence (i.c., the recorded
intersection failure) determines that a changed circumstance exists. However, case law has
-
SDP 98-04KDP 98-66 KELLY RANCH APARTMENTS
July 7, 1999
Page 7
interpreted this section of the CEQA Guidelines to not require the preparation of a “Subsequent
EIR” if mitigation measures are adopted which reduce the identified impacts to a level of
insignificance.
A mitigation measure has been identified which, if implemented, will bring the peak hours LOS
into the acceptable range. The mitigation measure involves construction of two dual right turn
lanes-northbound to eastbound and westbound to northbound. This project has been conditioned
to pay its fair share of the intersection “short-term improvements,” thereby guaranteeing
mitigation to a level of insignificance.
ATTACHMENTS:
1. Planning Commission Resolution No. 4567(SDP)
2. Planning Commission Resolution No. 4568(CDP)
3. Location Map
4. Local Facilities Impact Assessment
5. Background Data Sheet
6. Exhibits “A”-‘%” dated June 2, 1999
CW:eh
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
z- ?
CITY OF CARLSBAD
GROWTH MANAGEMENT PROGRAM
LOCAL FACILITIES IMPACTS ASSESSMENT FORM
PROJECT IDENTITY AND IMPACT ASSESSMENT:
FILE NAME AND NO: Kellv Ranch Apartment Proiect SDP 9%04/CDP 98-66
LOCAL FACILITY MANAGEMENT ZONE: 8 GENERAL PLAN: RMH
ZONING: R-3-O
DEVELOPER’S NAME: Securitv Cauital Pacific Trust
ADDRESS: 217 Technologv Drive h-vine CA 92618
PHONE NO.: 949-789-1500 ASSESSOR’S PARCEL NO.: 208-lOl-12/208-020-30
QUANTITY OF LAND USE/DEVELOPMENT (AC., SQ. FT., DU): 32.9 acres/494 du
City Administrative Facilities: Demand in Square Footage = 1.717
Library: Demand in Square Footage = 916
Wastewater Treatment Capacity (Calculate with J. Sewer) 949 EDU
Park: Demand in Acreage = 3.43
Drainage: Demand in CFS = N/A
Identify Drainage Basin = B
Circulation: Demand in ADT = 3.952
(Identify Trip Distribution on site plan)
Fire: Served by Fire Station No. = #5
Open Space: Acreage Provided = 16.26
Schools: 13 E/26 JrH/69 H
Sewer: Demands in EDU 494
Identify Sub Basin = N/A
Water: Demand in GPD = 108.680
The project is 116 units above the Growth Management Dwelling unit allowance.
BACKGROUND DATA SHEET
CASE NO: SDP 98-04/CDP 98-66
CASE NAME: Kellv Ranch Apartment Proiect
APPLICANT: Securitv Capital Pacific Trust
REQUEST AND LOCATION: 494 apartment develoument south of Cannon Road and east of
Faradav Avenue
LEGAL DESCRIPTION: A uortion of Lot “I” of Ranch0 Anua Hedionda and a nortion of Lot
“F” of Ranch0 Agua Hedionda, all in the Citv of Carlsbad. Countv of San Diego, State of
California according to man thereof No. 823. filed in the office of the Countv Recorder of San
Dieao on November 16.1896
APN: 208-lOl-12/208-020-30 Acres: 32.9 Proposed No. of Lots/Units: 494 units
GENERAL PLAN AND ZONING
Land Use Designation: Residential Medium High
Density Allowed: 8-l 5 Density Proposed: 15.02
Existing Zone: R-3-Q Proposed Zone: R-3-Q
Surrounding Zoning and Land Use: (See attached for information on Carlsbad’s Zoning
Requirements)
Zoning
Site R-3-Q
North OS
Land Use
Vacant
Agua Hedionda Lagoon
South OS Vacant
East R-l-Q
West OS
Vacant
Vacant
PUBLIC FACILITIES
School District: Carlsbad Water District: Carlsbad Sewer District: Carlsbad
Equivalent Dwelling Units (Sewer Capacity): 494
Public Facilities Fee Agreement, dated: August 29. 1997
ENVIRONMENTAL IMPACT ASSESSMENT
q Negative Declaration, issued
w Certified Environmental Impact Report, dated Anti1 1999 u Other,
DiAFT EXHIBIT 5
2. SDP 98-041CDP 98-66 - KELLY RANCH APARTMENT PROJECT - Request for approval of a 494 unit apartment project on 36.34 acres of land generally located south of Cannon Road and
east of Faraday Avenue in Local Facilities Management Zone 8.
Mr. Wayne announced that the Commission’s action on this item is not final and will be forwarded to the
City Council for its consideration. Mr. Wayne introduced Associate Planner, Christer Westman who Presented the staff report as follows: This apartment proposal is part of the greater Kelly Ranch project. The Planning Commission reviewed and recommended approval of several earlier actions to the City
Council, which Included a General Plan Amendment, Zone Change, and Local Coastal Program
PLANNING COMMISSION July 7, 1999 Page 5
Amendment. The City Council approved those land use changes and the Coastal Program Amendment
has been forwarded to the California Coastal Commission for review. The Coastal Commission may hear
the program amendment in August or September, 1999. Staffs analysis of this project is based on the
changes approved by the City Council which have been forwarded to the Coastal Commission. However,
those changes will not be effective until the Coastal Commission hears and approves the requested
amendments. An appropriate condition is included in the resolutions indicating that if this project is
approved, it is subject to the approval of the Coastal Program Amendment LCPA No. 97-08. The project,
itself, is a proposal for 494 apartments within 26 buildings, over 36 acres. Units range in size from 580 square feet to 1,340 square feet. Apartment types are 1.2, and 3 bedroom. The majority of the buildings
are three story with a maximum height of 35 feet. There is a two-story building, designed as carriage
units, with living space above a garage. The buildings have been designed with elements of Mediterranean architecture. There are two recreation facilities within the project, each of which will have a
swimming pool. Buildings meet and exceed the minimum setback requirements of the zone. 126 parking
stalls are required and 132 parking stalls are provided. There is a mix of parking with interior garages,
carport spaces, and open surface parking. As proposed, the project will provide the required inclusionary
housing for all of the Kelly Ranch. The property owners have entered into an agreement with the City
which restricts 132 units, within the project, for use as affordable housing. The intention is to spread the
affordable requirement throughout the development and the spread was identified in the agreement. A
memorandum has been distributed to the Commissioners, identifying the spread and a new condition
written to be incorporated into Resolution No. 4567. The new condition ties the affordable housing
agreement to the Site Development Plan and it cross-references the exhibit which was provided in that agreement. A common recreational facility is also provided in this project and is located on Lot No. 161.
A condition has been included in the previously mentioned memorandum specifying that the RV Storage Lot is for the use of the Kelly Ranch residents and that it will be maintained by the apartment project
applicant. It was discussed in the early approvals and the Tentative Tract Map, that the RV storage is intended for the use of all of the Kelly Ranch residents. However, this condition now has more of a
disclosure and it is more specific to the deed restriction (in perpetuity) of that lot for RV storage.
Commissioner Compas asked on which floors the affordable units will be located.
Mr. Westman replied that the agreement specifies a certain number of each of the unit types (1, 2, and 3, bedrooms) within each building which can be located on any floor. The reason for the flexibility is that if
certain units are specifically identified as affordable, it is possible that there might not be an available apartment for a qualifying family when it is most needed.
Commissioner Compas asked if there is something that can be done to ensure that all of the affordable
units don’t end up on the third floor.
Mr. Wayne interjected and suggested that if the Commission wishes to do so, a condition could be added
to satisfy Commissioner Compas’ concern.
Commissioner Compas asked how, over time, it will be determined that the affordable housing is being
administered properly.
Mr. Westman deferred to the Housing and Redevelopment Director, Debbie Fountain.
In response to Commissioner Compas, Ms. Fountain stated that included in the affordable housing
agreement is a requirement for reports from the developers that would indicate how they are complying
with the agreement. If they are found to be out of compliance, they would then be in violation of the
agreement as well as the Site Development Plan.
Commissioner Nielsen asked how often the subject reports are required.
Ms. Fountain replied that the reports are normally required annually.
Commissioner Nielsen asked if the buildings have elevators and are they handicapped friendly.
PLANNING COMMISSION _ July 7, 1999 Page 6
Mr. Westman replied that there are no elevators and there are ADA requirements that will be met.
Commissioner Segall shared Commissioner Compas’ concerns regarding the placement of the affordable
units within the buildings and asked what the rental costs will be for the affordable units and what the
market share costs will be.
Mr. Westman deferred the question to the applicant when the applicant makes his presentation.
Regarding the number of students generated by this project, Commissioner Segall asked if the number of
elementary school students (13) is correct.
Mr. Westman replied that the number is incorrect and should be changed to reflect 113 elementary school
students.
Referring to Finding No. 8, Page 2, Resolution No. 4467, Commissioner Segall asked Mr. Westman to
explain the what the public facilities actually are.
Mr. Westman replied that the public facilities referred to ate; 1) streets; 2) storm drains; 3) water systems; 4)sewer; and other typical public facilities.
Referring to Condition No. 13, Page 4, Resolution No. 4467, Commissioner Segall asked Mr. Westman
where the bus stops will be located, what they will look like, and will there be turnouts.
Mr. Westman replied that North County Transit District (NCTD) will review the project and determine
where the bus stops will be located, if they are needed, and how they are to be designed.
Commissioner Trigas asked Ms. Fountain to explain the City’s role in the affordable housing process.
Ms. Fountain stated that the Housing and Redevelopment office refers those looking for affordable
housing to places where there is affordable housing located. The office also provides the developers with
the names and addresses of those who have expressed an interest in obtaining affordable housing. The
developer is required to do all of the marketing for the units
Commissioner Trigas asked if the annual reports include the names of the tenants, their income, family
size, etc.
Ms. Fountain replied that the reports are very detailed; they list the name, income level, amount of rent, location of the unit, etc.
Responding to an earlier question by Commissioner Compas, Ms. Fountain explained that the rents are
set,at 30% of 80% of the area’s median income and can range from $500 to $1,000 depending on the
household size. The market rate rents are not restricted.
Commissioner Segall asked if there are any currently occupied examples, in Carlsbad, of a mix of affordable and market rate housing.
Ms. Fountain replied that there are two bond projects with a mix of affordable and market rate housing and
they are functioning very well.
Commissioner Welshons pointed out that the third FINDING on page 3 of the staff report refers specifically
to Zone 8, while Finding No. 7, Page 2, Resolution No. 4567 states that there have been sufficient developments approved in the quadrant, etc., and asked Mr. Westman for further information on the entire
quadrant.
Mr. Westman replied that it is his understanding that there are approximately 1,000 units in the northwest quadrant that are available, which are in addition to the 261 excess units in Zone 8. He further explained
that the reference to Zone 8 was to make a point that the land and the project itself has reduced densities
PLANNING COMMISSION July 7, 1999 Page 7
by 261 units and that the taking back of the 116 units is all confined within the project, but can be looked at as a donation to the entire quadrant.
Commissioner Welshons asked Mr. Westman to explain the correlation between the third paragraph in the
Review of Coastal Findings on Page 6 of the staff report, and Condition No. 8, Resolution No. 4467, Page
4.
Mr. Westman explained that the Planning Commission and the City Council reviewed some land use questions, earlier this year. The Planning Commission and City Council changed some General Plan
Designations, but, because the project is in the Coastal Zone, there is a requirement for an LCPA and the General Plan Amendment approvals are contingent upori the California Coastal Commission’s review and
approval of the LCPA. Consequently, the reference in the staff report (and the way this project was a*
reviewed) was against those changes that were previously approved by the Planning Commission and City Council. It is required that the Coastal Commission approve that LCPA for any of the conditions to
take effect. If the Coastal Commission should choose not to approve the LCPA 97-08, then all of the approvals previously granted by the City, could no longer be effective because that LCPA is required and
all of these approvals have been linked to that as contingencies. If the LCPA is not approved, then the
original Kelly Ranch Master Plan is restored and the existing General Plan and zoning will become the standard for review.
Commissioner Welshons pointed out that there is information missing from the Coastal Development Compliance Table on Page 5 of the staff report, and asked Mr. Westman to explain.
Mr. Westman replied that the omission is in reference to the Side/Rear Yard Setback and should read; 10
feet/20 feet under Required/Allowed, and 15+ feeff25+ feet under Proposed.
Commissioner Welshons asked if there are any additional ADA requirements and percentages.
Mr. Westman replied that there are building code requirements and that there must be apartments
available to disabled persons. He turther stated that he does not have any percentages.
Commissioner Compas asked what the greatest distance is from a unit to its assigned parking space.
Mr. Westman replied that he would have to do some calculations and respond later in the meeting.
Larry Clemens, representing the Kelly Land Company, 2001 Palomar Airport Road, Suite 112, Carlsbad, stated that this rental project is going to fill a much needed housing factor in Carlsbad. Mr. Clemens further stated that they expect Coastal Commission approval in August, 1999 and that they will begin
building Cannon Road from its current terminus to the project, this Summer. Mr. Clemens introduced John Luedtke, Project Manager of Archstone Communities, the builder of this project.
John Luedtke, 217 Technology Drive, Irvine, CA., gave a brief slide show presentation and stated ‘that the focus is on the three most important reasons for believing that this will be.8 great project. The three points
of distinction are; 1) the view oriented site plan, 2) the Mediterranean. style architecture, and 3) the affordable housing component. A description of each point follows:
1. The site will have spectacular lagoon and ocean views. Every decision made during the
site planning process was made with the view in mind. The clubhouse, pool and spa area will be at the main entrance to the project making the project appear to be more like a
resort than an apartment complex. There will be enhanced paving, stone pilasters, large
mature trees and shrubs, and decorative wrought iron gates. The interior of the clubhouse will feature a fully equipped gymnasium, a business center with FAX machine and computers for the resident’s use, and a combination sports/game room. The pool and spa area clearly illustrates the resort character of the clubhouse and pool and take
full advantage of the view of the lagoon and the ocean. Full advantage of the site’s topography has been taken to maximize the view, in that virtually every building will be
constructed on a different grade (elevation), each one higher or lower than the one
30
PLANNING COMMISSION July 7, 1999 Page 8
2.
3.
before, with some of the buildings slightly rotated to further take advantage of the natural
view corridors. Overall, approximately 60% to 70% of the entire project will have either
lagoon or ocean views.
The primary objective in designing the project was to develop a Mediterranean village
look, built over time. The building planes have been varied both vertically and
horizontally. This was done by extending and enhancing the stair tower, cantilevering the
second and third floor bedrooms, and adding stucco surrounds to the window to add
depth and variety to the wall surfaces. Rather than one massive roof structure, the roof
has been broken into smaller hips which helps to add variety and interest to the roof line.
A blend of three different roof tiles will be used to enhance the Mediterranean style. A
professional colorist was hired to ensure that the color(s) would accentuate the
Mediterranean style. Darker colors will be used at the bottom of the buildings to help
ground the building to the site and reduce the overall scale of the buildings while-lighter
colors are used for the middle and upper floors. The use of wrought iron, window boxes,
columns, and trellises also will be used to further the Mediterranean look.
27% of the project will be made up of affordable units, thus satisfying the affordable
housing component of the project. The units will be invisibly spread throughout each of
the three project’s pods, with approximately 7 or 8 affordable units in each building. The
units will be furnished with exactly the same interior packages (appliances, fixtures, etc.)
as the market rate units and the room dimensions will be identical as well.
The former Aviara Information Center that was recently moved to the Kelly Ranch site (overlooking
Macario Canyon) will be open about the same time as- the Cannon Road opening, late in the Fall of the
year 2000.
Commissioner Welshons asked Mr. Luedtke if Archstone Communities has ever built any projects here in
Southern California.
Mr. Luedtke replied that there is a project currently under construction in Torrey Hills, two recently
completed projects; one in Aliso Viejo and one in Mission Viejo, and a very large project in Mission Valley
near the building permit stage. There are only a few of the $500,000,000 worth of current apartment
development in the state of California.
Commissioner L’Heureux pointed out that nowhere in the entire Kelly Ranch landscape plan are palm
trees mentioned and that she would like the plan to stay that way.
Commissioner Compas asked why elevators were not included in the building plans and how will that
affect the handicapped tenants,
Mr. Luedtke replied that three story buildings, typically, do not require elevators. However, he pointed out,
all of the ground floor units (approximately 33% of the project) will be handicapped accessible.
Commissioner Compas asked when Archstone expects the project to be completed and available for
occupancy and approximately what the market rents will be.
Mr. Luedtke replied that ground breaking should take place during the Summer 2000, with the first
buildings opening approximately 10 months later in 2001. Regarding the rent amounts; the smallest unit
will probably be in the $700 range with the largest 3 bedroom unit in the $1,400 to $1,500 range.
Commissioner Compas asked Mr. Luedtke to “weight” the three items of focus in his presentation.
Mr. Luedtke responded by stating that priorities may vary but that his personal opinion is that the view is of
major importance and what makes this project so unique is that they can offer the fabulous views and
architecture and still provide 132 affordable units.
Commissioner Compas asked if the affordable units will be on all three floors.
PLANNING COMMISSION July 7, 1999 Page 9
Mr. Luedtke replied that they will be on all three floors and they will not be concentrated in any single area.
Commissioner Segall pointed out that in one of the slides the site appears to be below-grade and asked
Mr. Luedtke if that are will be brought up to existing grade during the grading process.
Mr. Luedtke replied that the slide depicting the area in question is quite misleading and is actually very
close to at-grade with Cannon Road.
Commissioner Nielsen asked if the project would be constructed in phases and if there will be units that
are specifically wheelchair friendly.
Mr. Luedtke replied that the project will not be done in phases and will all be constructed at one time.
There will be wheelchair friendly units with lowered wall switches, etc.
Commissioner Compas asked if Mr. Luedtke, or one of his associates, could answer the question asked of
Mr. Westman regarding the greatest distance between an apartment and a parking stall.
Mr. Luedtke replied that the company standard is no more than 150 feet from a parking space to a unit
and this project meets that criteria.
Commissioner Segall commented that with all the amenities that will be offered, the rental cost of the
larger units seems somewhat under-priced at $1,400 or $1,500, and asked if his assessment might be
true.
Mr. Luedtke replied that those figures are from the current projection which show the top rental for the
largest (3 bedroom) affordable unit is approximately $1,050 less the utility allowance, and.. the same
market rate unit will rent for approximately $1,495.
Commissioner Trigas complimented the developer and builder by saying that she hopes this project can
be a model for future such development.
Commissioner Nielsen asked if Section 8 tenants will be eligible to occupy this project.
Mr. Luedtke replied that they are working with Ms. Fountain to find a way that Section 8 tenants will be
eligible.
Chairperson Heineman asked Ms. Fountain to explain the Section 8 program.
Ms. Fountain described the general guidelines of the program and further stated that it is a rental
assistance program that is tenant based rather than project based.
Assistant City Attorney Rich Rudolf pointed out that the Resolutions and the Local Facilities Impact
Assessment form are all in terms of Kelly Land Company being the owner of the property and Security
Capital Pacific Trust being the developer, stated that he had not heard anyone mention (at this meeting)
the name of Security Capital Pacific Trust, and asked if there has been a sale or if there is a sale pending.
Mr. Luedtke responded by stating that there has simply been a name change. He further stated that it is
the same entity and they will provide the proper documentation.
Mr. Wayne asked if there are any individuals that hold a 10% or more interest.
Mr. Luedtke replied negatively.
Mr. Rudolf asked if anyone connected with Security Capital Pacific Trust or Archstone Communities
contributed $250, or more, to any member of the Planning Commission, City Council, or staff, in the past
twelve months.
PLANNING COMMISSION July 7. 1999 Page 10
Mr. Luedtke again replied negatively.
Commissioner Welshons asked if Mr. Luedtke’s statement of disclosure will be sufficient or should there
be a written disclosure required.
Mr. Wayne replied that the verbal disclosure is sufficient.
Commissioner Welshons asked Mr. Luedtke if the rental costs will be commensurate with the views and
will the level of view also be considered in the affordable rental costs.
Mr. Luedtke replied that the affordable will always be based on level of income and the view will not be a
factor. However, as far as the market rate units, the rent will be commensurate with the view. a.
Chairperson Heineman opened Public Testimony and offered the invitation to speak. Seeing no one
wishing to testify, Chairperson Heineman closed Public Testimony.
ACTION: Motion by Commissioner Compas, and duly seconded, to adopt Planning
Commissioner Resolutions No. 4567 and 4568, recommending approval of Site
Development Plan SDP 98-04 and Coastal Development Permit 98-66, based
upon the findings and subject to the conditions contained therein, including the
errata sheet received from the Planning Department and dated July 7, 1999.
Commissioner Segall asked for some discussion as to whether there should be an amendment to assure
that all of the affordable units are not placed in the same general area and with no view.
Commissioner Compas suggested that Ms. Fountain be asked for her opinion as to whether she believes
there are adequate safeguards, to that effect, built into the Affordable Housing Agreement with Archstone.
Ms. Fountain responded affirmatively.
Chairperson Heineman asked Mr. Wayne for tiis opinion regarding an amendment as suggested by
Commissioner Segall.
Mr. Wayne replied that the Commission could certainly make an amendment but asked why it would be
necessary. He pointed out that the Affordable Housing Agreement says nothing about view but it does
require flexibility in the placement of the affordable units.
Commissioner Trigas suggested that language be added to say that the affordable units must be fair/y
distributed throughout each building.
Commissioner Nielsen stated that he would not support an amendment, such as the one suggested,
because there are already enough constraints on the project.
Commissioner Compas stated his support for the project as presented.
Commissioner Welshons agreed with Commissioner Nielsen, in that there are adequate safeguards in the
Affordable Housing Agreement and no further amendments are needed. She also stated that she had
visited a similar project in It-vine and found it to be very compatible, clean, and well organized.
Commissloner Welshons further stated her support for this very much needed, commendable project.
Chalrperson Heineman agreed with Commissioners Nielsen, Welshons, and Compas, in their support of
the project.
Mr. Rudolf asked that the following change (to clarify) in new Condition No. 2 of the errata sheet, dated
July 7, 1999, by changing the second sentence to The developer shall cause the owner to execute and
record a deed restriction on the lot designating. .
33
PLANNING COMMISSION July 7, 1999 Page 11
ACTION: Commissioner CompaS amended his motion to include the change in new
Condition No. 2, as stated by Mr. Rudolf.
VOTE: 7-o
AYES: Heineman, Compas, L’Heureux, Segall, Trigas, Welshons, Nielsen
NOES: None
I
_ Aug 17 99 01:52p Jzhn W. Luedtke 619 597-7467
fl\JG-17-99 TUE 12:30
*
-- City of -. --- II
DISCLOSURE STATE:MENT --- *a- Applicant’s statement or disclosure of cefiaa ownetship interests on all applications which will jeuuir;
disc&onary action OR the part of the City Council 01’ any appointed Board, Commission or Com@nte. --- -- -I-- 1
The following information MUST be disclosed at th? time of’spplication submittal. Your project @wnct
he reviewed until this information is comple.ed. Plea:;e print.
Nntc:
Person is defined as “Any individual, -firm, co-partnership, ,joinl: Ventura, association. social club, d$&cmal
organization, corporation, esrace, trust, receirnr syndical< in -.tii:; arid any oIher ~county, thy and counti. cit./
municipality, district or other.politic~l subdivision or. any 0th~ gr~uo or~combination act& as a unit.”
Agents may sign this document: however, the.lcqal name and entity of the applicant and~prctprrty owner &ust b,:
prvvided below.
I APPLICANT (Not the applicant’s agent)
PrcGde the COMPLETE, LEWI! names and addrtsses of && persons Caving a f$nnciol
interest in the application. If the a.,plicant includes II corporation or partnership. inclu$e th19
names, title, addresses of all ind vidnals owning more lhan 10% of ~hr: shares. l$ NO
INDIVIDUALS OWN MORE ‘I-fi\N 10% OF THE SHARES, PLEASE II\‘DICATE +JOK~
APPLICABLE (N/A) IN ‘THE SPACE BELOW. If a publiclv-owned curuor;nion. inch& thr:
names, titles. and addresses of the corporar officers. (A separate page m;G atta&d 11
2.
I Title Title
-
a&---
Address Add& &I? EcL
x &NQ
cn L/pp&e:;‘D
P
OWNER (Not the owner’s agent)
I
Provide the COMPLETE, LEGAL names and addresses of AAL_ persons having any ow&shi~
interest irt the property involved. Also, provide the nature of the legai ownershi$ ci.e
partnership, tenants in common, non-profit corpomtion, etc.). If the ownership in&\dcs ii
corporation or mnincxship. include the nam:s, tiile, addresses of all tndividuals owniugjfmort
than 10% of the shares: IF NO lNCIVIDUALS OwiV MORE THAN 10% OF THE SH,i.RES.
PLEASE 1NDlCATE NON-APPLICABLE (N/A) IN THE SPACE BELOW, If a J&M.
owned coruoratioll, include rhe names. titles, ind addre!;ses of the corporate officers. (A scfjaratt,
page may be attached if necessary.) .
Tille
Address
-.- ---- ----ei--
2075 Las Palmas Dr. - Cartsbad. CA 92009-l 576 l (X0) 438-1161 l FAX (760) 438-11894 @
flug 17 99 01:52p John W. Luedtke 619 597-7467 P-3 - -
AUG-17-99 ‘LIE 12:30 i P.i4 t
3.
I I NON-PROFIT ORGANIZATIOPI OR Tf:USl
If any person identified pursuant to (I) or (2 j above is p nonprofit ornanizatiorl or a trust. /\isr IIIC
names and eddres.scs of m pexm sewing as XI officer or director t)f the no$-pr~;i~
organizalion or as trustee or beneficiary of the.
Nor1 Profit/Trust b/ fl
Title
Address
Non f’fofwrrust
Titlt:-
Address-
4. Have you had more tban SZSO wclrlh of busi&% mnsacted with any member of Citj, staff.
Boards. Commissions, Committees md/or Cxmc~l witlin the past twelve (12) months? f
c3 YCS IF yes, pkase indicate person( -f---
NOTE: Anacll additional sheets if necessar y.
1 certify that all the above information is tm: and colrcct to the best of my k
-
S~~II~III~~ of owner/date
Print or type name of owner Prini 0r typo name of applic:ant
--
Signature ofowner/applicant’s agent if appixable/date
--
I’rint or type name of owner/applicant’s agelIt
H:A~MIN\COUNTER!DISCLOSURE STATEMENT 5/r 8 Page i2 IIf .?
,
5. Have you had more than $250 worth of busmess transacted with any member of
City staff, Boards, Commrsstons, Committees and/or Council within the past twelve
(I 2) months?
q Yes 0 x No If yes, please indicate person(s):
Person is defined as ‘Any individual, firm, co-partnership, joint venture, association, social club,
fraternal organization, corporation, estate, trust, receiver, syndicate, this and any other county, city
and county, city municipality, district or other political subdivision or any other group or
combination acting as a unit.”
NOTE: Attach additional sheets if necessary.
yfY ,ND COMPANY, a Delaware
----1--.c($LL jm , L .
Signature of owner/date Signature of applicantidate
D.L. Clemens/Vice President D.L. Clemens/Vice President
Print or type name of owner Print or type name of applicant
Scott Medansky/Asst. Secretary Print or type name of owner
,-I C-7tnmnn. i n’4z P;,r,v 7 n’ 3
THE ~ILT,I-~AN COfilPAS-Y
c,lCAm\I’I. .~T~rl.~~Nc.
Pl~~lYjn~~ECiII, Y’aNNSYLVAhiAi 13819
C4ROC ,. CUSICW. RiLEI
“ICC ““i>4Ocnr or.0 r‘soCl*lc CL”C”nL COtJY3CL
December t 8, 1997
VIA FACSIMILE & FEDERa EXPRESS
Christopher 13. Neils, Esq.
Sheppard, Mullin, Richert & H’ampton
501 West Broadway, 19th Floor
San Diego, CA 92101-3598
Mr. Larry Clemens
Aviara Hillman Properties
Palomar T&d Corporate Park
2011 Palomar Airport Koad, Suite 206
Carlshad, CA 92009
Re: Kelly Land Conlpany, a Delaware corporation
Dear Chrismand Larry:
The Disclosure Statement we discussed for the City of Carlsbad Planning Department states
in paragraph 3 that we are to list all individuals owning more than 10% of the shares in lhc
corporation (Kelly Land Company) if riny person identified in paragraph 1 and 2 is a corporation.
As we discussed, Kelly Land Company is a wholly-owned subsidiary of Wilmington Securities,
Inc., a Delaware corporation, which, in turn, is a wholly-owned subsidiary of Wihninglon
Investments, Inc., a Delaware corporation, which, in turn, is a wholly-owned subsidiary of The
Hi 1 Iman Company, a Pennsylvania corporation. Only one shareholder of The Hillman Company
owns more than 10% of the voting securities of The Hi&man Company. That shareholder is the
following Rust:
Hwy L. Hillman, Elsi? Hilliard Hillmxn and CrG. Grefenstette, Trustees of The
Henry L. Hillman Trust, Under Ascement dated November 18, 1985.
This is a rev&able trust, whose grantor is Mr. Henry L. Hillman.
Please let us know if you need any further infom1ation
Very truly yours,
bee: Scott Medansky
H. Vaughan Blaxter, 111
Bartlcy J. Rahuba
Carol J. Cusick Riley
-NJG.17.199T 2:59PM- QRCHSTONE COMMUNITIES - 03/17/33 Tiff 16:48 FAX SO6 9- 7302 sux~nXTY CAPITAL LGL DE_P NO.419 P.Z/laaJOO2
pe.wa Release cbltsct: Charles E. Mae&r (gOtI) 982-9293 (303) 708-5959
Fonmtiou afArch6tont Communities CrUcs Natbsrl Platform lor Growth Initiatjvc~
AmANTA and DENVER - (June 29, 1998) - Smrlty Capital Atlantic IncarporJted (NY%: SCA) and Security Capital Pacific Trust (NYSE: PTR) announced today that their shareholders have approved the merger of the two companies. creating a dominant, national multifamily company with a cuwenc total market capitalization of %SJ billion, The trawaction was approved today at the anndaI sharebolder meetings of both companies. The combined compa~y-w br called Archatone Cotnmunitiea-will trade on the New York Stock Excbmgc under the syn~bol “ASIT’ &cr the closing of the merger,
Archstone’s portfolio consi& of 3 15 communities rcptosenting 93,I I5 units, 25,868 of whioh are in its development pipeline, in markets that iacludc 29 of the nation’s 50 largest metropolitan markets. In
additiq the merger combines the strong balance sheets of both ATLANTIC and pnS rnsuiting in a long-tertn debt to lcmg-term book capita\lzarJon ratio of 32.7%, giviag Arch&ma significurt finaucial flexibili@, The company will beg led by R Scot Sellers w co-chairman and chief investment ofleer and Constance B. Maore as co-chaitman and chief operating oflker-
UWc have created II national platform to continue our proven invelmnent stmtegy of focusing on markets and submmkets wirfr strong economic fundamenrals nnd high btiers to entry against multifamily developmcnt,~ said Mr. Sellers. “Archstone is in an oursurnding position to produce sustainable intsmrl growth, without the need for incrmtntal acquisitions to support that growh.” Near term, the DomPany plans to inVa6t capital in five new high-growth metropolitan ateas it has idetied thtcugh fts extensive market research. Mr. Sellers note4 that Archsme will benefit &om the investment and operating infrastructure that ATLANlK and PTR have built over chc past weml yesrs, including:
l Capbl Rdeploymsat: PTR and ATLANTIC have completed S842.3 million of dispositions during the past 242 ycar~, providing internal finding for attractive
investmeat opportunities.
l Dmlopreontr Archstone cumntly owns or comrols land for the development of f2.1 billion of multifamily communities-$1.04 billion of which is located in California and the -Pacific NorMcst. With e~pacted development stabilhtions averaging $450 million annually for oath of ths next four yean, development will continue to be a powrfbl component ofiatemal growth.
“Archstone’s investment in markets with nrong fbndamentals, together with our cuSomer&cused
operating team. should continue to produce solid opera&z resuhs fmm our communities,” said Ma. Moore. The company’s operating team plans to futier enhance the performance of its communities by implementing a well-researched approach to croatfug long-term btand identity for Archstone. “We expect to enhance customer loyatty and increase resident rcumdon by rolling out programs modelod a&r other service industries that have achieved high levels of customer satisfaction, By &pting this approach, Archstone is mating a now service s&ndard in the multifamily industry,” she said.
I -.
-RUG. 17.1999- 2: SgpM ARCHSTONE COMMUNITIES oe/l7/sa TIJE -15:47 FAX 505 SPr-7504 sm~nI~5? CAPITAL LGL DE2 NO. 419 P. 3/1a&loo3
Adstoae Communities
ppgc2
Archstone communities is the preeminent real l st%e opentirlg company focusing on the development, aaquisition. operation and long-mn ownership of multifamily communiticS in markets and submarkets with strong economic fimdatnentals and high barriers to entry tbmughout tbc Unbd States. ~hmtne’s primary objoctivs is wearing long-mm, sustainable grorvch in per sharr cruh Row. Archsrone ~~pmx.s to gcnenm sigdficanr intend @ovvth in net operaring income (NO11 from its opemting properties and the completion and stabilization of communities in irs development pipeline.
--RUG. 17.1999- 3:00PFl- NO.419 P. 4~1~001
08/17/flfl TuE 15: 47 FAX 505 RRCHSToNE comm;@&y CAPITAL LCL DE1 IUP-7502
7 yti,rrJ. *i,
S&UlZI?Y CAPITAL ATLANTIC INCDRPOkAIZD ’ (a cnqma&m of the 3me of Wliyland)
Sf3cvAfm Cd; I’ACI’WC TKU$T
(II FMI EYWC fnvcmcnt ttusc of r&e State of MuMad)
SFX!UKWY CAPITAL A-C RJCORPOKA’l’I113. a cuspunaba cqmimj ma
e%bibg unciur the hwr uf the fiTam Ot’ Maq4and (me “Euc’). md .cFYURJTy CA&lTA.L
PACIIW TRUST, a real astalc lnrcrreprm mm mgdnk8d ml e8Nin~ under the 13vm or rho
Ststo of Muylaud. which shrill be’ ihc rurvivin~ crrrpntlnn and which wl,l cunrhutc in
UX~H;WGC UWIW tlto namr ” Archmnlrs Cammr~&ies Tntrr” (“W~rr”). rpc Mr Em dJ1 bc meqJS!d Vhh ad hf8 WCU- rcimr - CWdiUollS Uf ttt; ItIUrgW id t&c tttbdc cf ?awin6 The me inta efkct are as lnmhl set flmll in lhc M.ifhY UC Mcrgar. I
FrJum ‘lncprrjtt6KIlhasoAni 1 c w of Merger am Wea a ml csuic katUtm i
mm ergllm clad =bting u- * lam of UC Yhte of Mwtylmd, ad East, a clqmatiorr * QC- ad a%istbg under tltu taw or lhe stutc of lvsutylnna. I
SWCJNI~: TSSC rho11 be met-gal with and into West in accordaxux with the CO~CW&IU d Aa6oclarfanr Az~lela ai drc Amml#d Cvdu of Mawlnrd (the %mylmti C&P) end WCS? shall survivt the mqcr and contim under W mme ‘At-tbmx
C~~CS ‘Ikw~” (the “bwivinp IWry*). AC the Effcecivc T3mc (as defkd beluw) uf ckc merger. the seprrate l rimnce of I&! shall cujle in acedmcc tilh lhc pr~virinm nf the
I. Mary,lad Code. Fmm and h@r the EOTectbc Ti, the Surviving Entiry shaJ1 cmime irs
eN as a nsrl emc InwrLmmr tmti undtr the Marylrnd Cede. shrU suuccuxl m rll mf the *, linhititkn meI Mw mm ancl *II bc 6ubject to 111 d U3c llrbiliries and u8llpUom
tW P?am wtthwr finbef ntTiW by Chbcr of olc parib heMa, und will t2entinur WI trc goVec!!d
by rht Jaw ef the Smas of MayId, &Wai!r~~ the Mmylrnd Ctult. At the Effmc$vc Tlnre, rbe
decWmt,h uf trust ml bylaws af WCSC in CctRcl hndiatcly prior SD the Effaotive TUno 6hdI
km TIIC ddclrrrtion of PV8t and bylaws nf the Survlvinh EWy. AI the Efkxtbe T)me, ti I/ uw~urd offkm in 0m= imnrediai~ly prior w rht Effwn Tlmc flu11 nc the tmsmes MI
- oincerr or llrc Surviviny Entity, ami .sueh pcr~mt~ alull hold such puslrbm rartil r&k rssprstivc
~ucccs~urs are duly al-ted ar appoinred nrd qudifd or unril their qrlier dnnllr, resignuli~ar,
01 removal, in adance with the deccl66a~un of Lnu1l8nd byluwr uf the .SunWing En-, .
TUIRD: The merger dvali be &kdv~ ~a er 12:OJ sm. nn July j; I998 (lht / “EMve Time”). h
i J
I
m *, , I ::ar?Ay cQaLf!L ttmt ais 22 a tttw mad axp<e ccpy ;.zq+y, ~*C,-~~- -1 -17 I .‘- .I d4 -_., h ,. . I
I - ._ _.... -QlJG. 17.1993- 3: @@PM QRCHSTONE COMMUNITIES
> 08/17/99 TCE 18:48 FAX 506 Bt@-7502 SMAI~ITT CAPITAL LGL DEJt NO. 419 P.5~lai&OO5
PUuRrn 3% ld4QC aBCYN ti OffiCe Of eSCb Of EWE Uld WHE Is The PrenriCa+a11 Coqktim S~stm. Maryland, located at 11 East Chase Smcr, Baltimm, S&C of Ma.ryl;md
22202. The principal ofka of Weat is locati at 7670 South Chasw Sma, Eagkwod, CoJo#do 80112. West has no priMpal office located in the Sak of MarylancI, * *ipal
otk of br is located at six Piedmont Canter, Suire 600, Athau, Gao+ 30365 md the past offace ad&w of the principal office of East ~II the Suta oi!Mtryland is C/O The Pramice-Hall Cmpmtion System. Mazyland. 11 East Chase&mat. Iklrimorc, Marymd 21202, Ncithar EaaI nor Weat owns any imeresL in land in any county in !hc State of Mmylmd.
FIFTH: The term ai ca~dltJwr of the mmaccJoa set forth in these tiles af •~cql=r we= advW, authmizcd Wrd approvad b each pury to t?wc &tick of Merger in tic mnmntd b)l Ott? mnquircn by ~~‘~a.rticlcrofhrorpondAnorWcst’r dcclaratianofuusc, as the cage may be, and tbc law of the Stare of Marylopd.
UxrH: The merge ~dbdU\Y(a)rdrbedbythcboard ofdircccon afEast by the adoption of a resolution declaring that the mcrgcr set fond in &a-se Articlas of Merger was
advisable on mbatantlUly the mns and conditions set [orth or mfmed to In the resolution rpd dirCCthg chat the groped merger be rubmined for cmsideration rt the awual me&g di the shareholders of East and Cb) appmcd by the sharaholden of Easy by the vote required by ‘ns artkles of incoqxxation and the Maryland Coda.
Sl%ENl%: ‘he nt@get War duly (a) advised by tht baud of trasteu of West by rhe adqstk of a resolutiun declartrg that the merger set f” in thwc Articles of Merger was
advisable an substantially the %XYIU and conditiuns set forth or refund to in tha rca&~on aad
directing chat the proposd merger be aubmltred for aonsidcratlon at tha asmual meeting of the sharaholden of West and 0~) apprwed by the shareboldars of West by the vutc required by its- declaration of rnrat and the Maryland Cede,
EIGHTH: Merger. The charter of fhe Surviti~ Entity will not be amcadcd as a w&t of tbk
NlHTH: The total numbar at shares of bcnrficial inmeat of all clarres whkh West bu 8uthorBy to hmc is two hundred fkfky million (2$0,000,000) struts of beneficial lawcrt, of the par vahlc of OIC dollar (91.00) tach, all such tires having an agg~egrtc par v&e of lr~o homired fifty million dollars (S250,000,~. Of such &ares of bmefitid interest, nine zuWm
two inmimi thousand (9,200,000) sham have been cUificd u S#iw A Cumuladvc Cmvdble Pr&md Sharer of Beneficial Nnarcst, faurmillion mm bum thoumd (4,200,WO~ ~haras have been classified as Series B Cuxnulnivc Redeemable Pnfmad Shams, tarb million
(2400,000) shares have been clurificd as SC&S C Cumuiativc Radcrmrblt Pmfcrrcd Sham
(West New Prcfcmd Stock')e~~d IWO millh fwchundred thousmd (2,SOO,OOO)sharcchavc
been ttarrifjcd as Junior Participathg Prcfcmd Shares.
I
-wG.17.199F S:@BPr- -FIRCHSTONE COMMUN~~~~~ITs. cMITAL LcL ,,Ep -* 08/17/96 TLIE 15~48 Fti 805 B=75W
NO.419 P.6/1~006
mLIi’~L16~66 17: 16 FAX 7 . e
0006/011
P
The total nwxhr of shatcs of stock of all chm which kst bar authority to I(SSUC is two
humircd fm miuiOn (25&~,0~) Sham, all mch rharrs hWkqj an rggtcgarc par vahx of mu milkn five hundred UwUsand dollars Is2,50&000). Of such two hundred iifty million fhms. wo milliun (Z,OOO,OOO) shares &we been classified as Series A Cumulative Redecmablc Prrfcrred
Arock 6lld sevcp hundred fort’)’ six thomnd thii two (746,032) sharcs have beea dassifbxl as &I-@ A Junior Participating Prcfemd Stuck, ’
, TENTH: Ai of the ?%fC&C Time, by virtue of the Metg# and tithout any action ou the part of West. East, or any holder af MY of the foUowh scturitiu:
00 m. Eqcb share of the comma stock, WI par value per share, of Em (“East Coraroon SIOCIC"), wgcthw Ma the tighto (the “East RighW) rttachcd thereto to purchase Series A Junior PrnicfpatiPg Preferred Stock of East (the “Em Junior Preferred Stock”) issued pwsuanr to the Righu Agrcment, dared as of March 12, 1996. brtwcm East and The First Natiomtl Bank of Boston, ar Rights Agent (as it may be amended), tilt ir owned by East or m subsidiuy of least, and each
rhwe of Ean C3mmon Srock (wdrh the arsociti &we Rights) that is owned by West or my
mbridirry of West shall mtmotiuNy be cane&d and mired and shall ewe to exist, arid no cnnridmtion shall be deliwed or dolhtcnble in exclmgc therefor. Each share of Series A Cmnulatie Redeemable Pnfcrred Stack of East (“Eart S&S A R&md stock”) rbrt i6 o\rllcd
by &t or any subsidiary of East, and ucb &are of East Series A Prefwmd LEnMc that is owned by West or any subsidiary of West shall aummically be cancelled and M&d md shall cease to exist. and no consideration shall be deiivcred ur deliverable tn l xch~gc thcrcfor,
@I bvcrr’ e . subject co Adclt m. each issued end outstandi@ share of Bast Connaon Stock (wit)l the a~sociatcd East RigI@, other than shares cmcclftd pumanr to pzngtsph (a) of th& Article, Ml be cuaycmd into the right to reccivc me (1) (the “tinge Ratio”) validly isme& fully p;rtd, mnd mmasa6ssable shxn of bcueficial interest, Sl.00 par value per aham of West (“Wet Cmtmun Smck”), tqgethcr with the rights (th6 “West Rights”) attached thrrttb to purchrse Juniwr Pmicipating Preferred Stock
of West issued pursuant to the Rights Agtecmm, dated as of July 21, 1994 between West md CheuGcal Bank, u Rights Agmt (as amended), The considrrrrion to be Mued ta the holders of
Eat Common Stock is rcfenqd to herein as the %&gcr Considctatio&*
(cl . Subject to Arriclc EIJZVENTH, each issued and mstandiag share of East Sti6J A Frcferfed Stock, uther than sham cancelled pursuant u) paragraph (a) of this Article, Ml bp cIIRvct#d into rhc right ‘to
receive one validly lasued, fully paid,‘& mnasmsable hare of West New PMtrred Stdt.
(dl g Au sham of Easrt
Cammtm Stack (with the associated Ealt Righu and my hrcs of East J&or Prefemd Stock
ismnblc upon exerci~c rhcrtof) cmwerced imo the righr to rccefvt &c Merger Comidrracicm
a.
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-WG. 17.1999- 3:13lpM- QRCeSTONE COMMUN$~~&, CAPITAL LGt DEJl NO.419 P.7/121;91007
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-,:, .%J *, .*,I l.b.b yiuull. uii
7 8
1:’ , - , I
pumrlm IO pamgnph @) of th MirL rhrll no longer be cvmand@# and &au ammtically be
cancelled and retired ml shall case to ta-&~, and each holder of I c&fIcae repiescn&g any
such shares of East Common Stock (with the assaciatcd East R#WJ) rhal~ ccuc to have fry e@ts with mpect thwetv, CXCCPC the riBhc 10 receive the Merger Consideration in accordance wjch
pmgmph (b) vf this Article, and w cash In Iic~ of fnctio~al sbs.m of wm Stock PU~SUUC 10 pmBr8ph (e) of Ani& EUAWVTH, UPCI~I SU~IW&~ OF strch ~hfxatc in accordaluc’tith
Article S%Em. AS of the Effective l’ime, ah sham of East Series A Preferned Stock convmed irm UK right to receive Wat New Preferred Stock pursuant to pmraprph (c) of this Artic]c shall no longer be outstmdjag and shall autvmaticrlly be cunce&d and mired md shJ1
terse to exist, and each hvldcr of a certificate representing any such shares Of East series A Prcfemd Stock shall cease to have any r$hts with respect thcnr~, except the right ra receive
Wur New Preferred Stock in accordance with paragraph (cl of this Article upon surrender of such
certffkatc in accordance with URIC ELEVENTH.
w Q i Each option #ranted by Eror to purchase shares of &st CarrunOTl sCO$ (an “Em Stvck Op&“) which is mitscanding and unexer&cd
hmediateiy prior tu thtr Effective ‘z’ime rrhail cwc to Ep’l’fSEM a right to acquire mch shares and shall be converted innca an option to pUrrhvc rhans of West Comnm Stock (a Vest Smcck Optibft”) in an amount and at an exerc!se price detcrmincd as provided beh (and oQmwi$e subject t6 the mm and conditions of East’s 19% Share Optiaa plan for &side Tnmecs 0; 1997
Long-Tmn hcmtiw Plan and the sgrcements cvidcpcing gram tbmmder, but havinp thr same
vesting, emclrc, and tcrmhation dam that such East Stock Options had immediately p&r ta tbc
Effective TiiC).
(9 The number of shares of Wen Common Stock to be subjw co the
West Stock Option shall be equal to the product of (A) the number of sharer of &SK Common
Stock abject to the East Stock option irmediattly prior to the Effective Time and (B) the
Exchange Ratio.
I,
(ii) Tha exercise pricw per nha~ of West Coxnmvn Stock under the West
Stock Option sha0 be equal to (A) the exercise price per bknn of m Commvn Stock under the
East Srock Option immediately prim to the Effective Time divided by (B) the Excba~ge IWO.
ELEVENTH: .
VI E&m&&% As soon as rcrmably practicable r&r the Eective
Tin&, West shtll deposit fhe Merger Consfdcmdon and the West New Pr&rred Stock v& a
bank or mm company designawd by West and mscmbly rcccprable tv Em to m as exchange agent [the “Exchange Ageor”), fur TIIC beotfil of the holders of shares of &sr Cvmmon Stock mad
holders of shares of Ear Series A Pnfemd stock, nspmively, for exchange in accordawe with this Article EL&VENTH.
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-- .- -RUG. 17.199r 3:@lPM RRCHSTONE COMMUNITIES SMJJ~ITY CAPITAL LGL DE1 0847m TVE is:49 FAX SO5 W-7502
NO.419 P.8/1~008
-* r, ,I”, 0, 1i:crl 1AA guu7.~u~l
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(b) mPraccdrYns. AI mobs IS placable afkr the Effective The, tbse
&-Se 4~ shd mil to ah hokkr of UI owrmdhg cm&ate or cdfimrcg w&h prior -to W’Cmmed ff~~es Of East C-n SWk w S~UW of East Series A Refed St& (i) a letter Of Kww&W PM Shd JPtib hat delivery shall be affected. a ru of loss and titJc
10 such ctrtMa* shall pa=, Only upon deliwhy of such ceniflcorer ta such Excmge ,ggent), m
(ii) irurruCf.h6 for we in effecting rhc QIJSWI~ET Of Nch e=W $-or rbt Merper Consjdtration or %a NW ~~~~ Stock as the case may be. U* SUTWM!~~ TV the EXC~~C ~gmt of
Such CCdfhCCS for =CCbtiOn, tUgCthCr wirh Such lcfftr of &ims&~l, &t holder of m&
certificates shall be mided to a certificate or certificates r-m&g the number of ~IJ -S of West Common S&c or WCSI New Ptiferred Stock, as the case may be, and rhc amount of
r- cash, It say , into which * aggregaa number al sham of Ear! C~SIJJXJOB StaEk or Eist S@S A
et Prefemd &ck prcvimlY =pwmi by such ccMca# or cutijlcate~ sumdcrcd shall have been conwmd purJuam 10 these Artfclcs of Merger. The E&age Amt shall occcpt Nch
CCItifiCatES UpOIl COmphlCC WiCh SUCh renroaable Kem~5 and c0djd0~1 as rhc E%chtngE Agent
may impose to effect M cltd~rl~ achange thcs& in IICCQT&UC~ with normal exchange practices _
After the Effeeehre Time, there shall be no further mu&r on the records of Easr or its transfer agent of ecrtificatcs rcpresearing sham of Easr Crrmmaa Stwk or East Series A Prefii Stock I@ if such cur%ka~es UC prexnted to Eur fbr trursfer, IIIC~ rball be crarxllcd againsr delivery
of ccrrificates for WCSE Common Stock and cash, if any. UT WESC New Preferred Stock as
hmi&ove provided3 If my certificate for such West Common Stock or West New Preferred Srock is to be issued in, or if cash is to be remitted to, a name othn than ihat in which the
certificate for East Common Stock or &IS Series A P&erred Rock surrendered for cxchangc is
reginered, it shall be a condition af such cxcbaagc that the cutifica~e SO runMldercd shall be mcrly cndsrscd, with signature guItranWed, or otherWe ia proper form for tmnafcr and that be ~SCQJ requesti~~g such exchange shall pay to West or iu transfer sgcnt any transfer or o&r , taxes requkcd by reason of the issuance of a ccrtifica~e for such West Common Stack or West New Preferred Stock ‘m a name other than rhtat of the registered holder of the certificate me&red, or establish 10 the sarisfaaim of WsSt m irs transfer agent rhat such lllx has hen
paid or ts nti qpllcablc. L!nijl surmnde?Ed IS comanplctcd by this puqgngh, c8~h crrtifim
i for gham of Easr Common Stock or East Series A P&-d Smck shall be decincd at any rime . __
n after tbc Effective Time to represent only the right to rccci~c upon such sumend= the Mmm
Co&&ration or West NW Preferred Stock, rqccttvclyl NO intcce~t srill bc paid or will wuuc
on any cash payable In lieu of any fracrioaal sham of West Cornxnon Stock.
(c) MsrrihLltions with m. No dividends or other
distibrrtiarrr with tespcn 10 West COBUUQII Stock or West NEW pnfincd Stock wide a scccxd daa after the EfTectiw tti shall be paid to the holder of any tmmmtdcrcd certificntc! for sbzrcs of East Common Stock or East New Prefcrrcd Stock witb respcctto the sbarcs of West Compran SIX& or West Series A Preferred Stock,reprcscand chcrcby md no C&I payment in lieu of
fnctianal sharts slut11 be pdd ta any such hokltr pua-sumt to puagrsph (t) of this kticle Emil tbc surnnder of such ctniflcare in a&ancn with Ws Anicie. Subject to rhe effect of nppkabk
laws, fallowiu~ aurrendcr of any such CEtIifiiatC, there shp11 be paid to the holder of the cmtficatc
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----AUG. 17.1999 3:82pM- RRCHSTONE CoMMUN;~$&~ CnpIT& LGf. D@ 08/17/BB Z'lJE IS:50 FAX 505 5p 7502
NO.419 P. 9/1a@ooe
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II ,‘. uu, Ub 1;: 4u kAA 1 .
repruentinp whole stwes of Wwt Corrrmm Smk m Wat Near prcfmtd Sto& {SSUC~ $
exchmle, thmfm, wbut ink% li) at the time d such mender UIC mount of any ash payable in tku Of a ftattioual Shme Of West Cvrmnan Stock to which such holder Ir c&led
pursuant to pmgraph (e) vf r&is Article and the amount of dividends m other distibutiow with I reclrrd date afb the Effccriw Time Wrewfsn paid with respect to rpch whvle shared of west Ctmuxa~n Stock at Wst New Prtfctred St&, tnd (il) rt the approprl~te pwymt date, the
amount of dbidendr or o&w distrlburions with a record date rftet the mtive ‘fhe but prior
to such surrender and a prymcnt date robsequent tcr such mm&r prynble with nsptcr to web
whole shrres of West Cvmmqn Stack or West New Prclemd Stock.
. . 00 0 i . All shms of West
CO~UIW Siock and West New Pnfemi 8mk Issued PMJ all Ct6h pIid upon the rmmrdn mt ercJaaa@e of ccrtificalcs representing sharcg af East Con~~~on &ock clt Em Series A Prrfemd
Slack in mmrdrncc arilh the terns of this Article (Wodiog my cwh p&l pmmu tv paragraph
(e) of this Artlcle) shall be deemed to hwc been issued ami paid in full rtiafmivn of sll rigbu
pcftaining to tht rharcs of East Common Stock or Eert Series A Preferred Stvck thcrctofom repmentcd by such ccrdficates,
. @I NamfwtccsFl
! *.
ci, ND cerlffkatw or se@ ceprcscmfng hrctiwwl shns ef Wen Cormmnr Dr Wcsr New Refcmd Stock shrll be isswd upon the m far exchange of
ccrdfhtw rcprcscncing sham of fisf Comnon Stock, and such fractional &are immm will not
entitk the owner themeof to vote or to any ti@m~ of a shmholder of WWL NotYiths&ul&g auy
whet ptouisian of these Panicles uf Merger, each holder of shares of East Common Stuck
cxchanecd pursuant to the Merger who would ham oth&se been mt3tkd to rwelve a fraclian
of it SitarC Of We,1 CDRUmn StDCk @tIY Ukhg into lCCouM di Bhvu Of &Jt cOU!UllDn &tk held
of rucmd by such holder at tire EEctive %oe) shall rcccive, in lieu of Socb fraction of II shart, cash in en mount determined and paid IS staled ia paragrrphs 2.2(e)(iI)49) of this Article.
QO As prvnquly as prrcticoble after tht Effective Time, the B&mgs
Apnt ohrll determine the excess (such cx~ess beItrg r&ted to as Ihc “Emc!~r Shares”) of (A) fhe rggm$atu number vf whole shams al West Comma Stock issuable pummt tu puqraph (b) al this.&iclc ELEVErJTH over 0) tic eggttgarc number of whale sham of Wtsr Cmrmm Stack to be distributed CO ffxmcr holders of Eul Cw Stock pur~~tnt to pa~~gngb (b) of this
Mick sfrtr uking into m~coum cbe payment of ash in lieu of f+a&ml rham of Pvest Commn Stock (on the prcmln rhat the enI!tlmeti of each holder of sham of Em Common Stock to
teceivc ctth ia lieu of a fractional sha& of Wnr Cmnmoa Smck shall be wkuktcd tMq into aecvnnt rU rhrns of Em Common Stack held of recevJ at the Bfcecdve Tim by N&J holder). FOIIOWIJJ tbu EflMive 7bne, the Exchange Agmt shall, on b&If of the fbntr holders of East:
Cmnrn~ Stack. sell the Excess Shares at then-pmvailing prins m cbc NP Yock Slack l%ch;ragc
(“NOSE”) b the manner provided in pangraph (c)(iii) of tht Article.
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-WIG. 17.1999- 3: EQPH- QRCHSTONE COMMUNITIES NO. 419 P. 18+J010
05/17/50 m 15: 50 FAX 505 Q- 7502 YWAJK~TY CAPITAL LGL DE_P
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(iii) CXCCUted Ott the NYSE ‘Ihe Me of the hxss Sham by the Exchngc Agent shall be through 0~ UC mm member fitms of the NYSE and shall bc; cxrmtcd in
rOWId hi to the @XLcnt Practitabic- The l%&inp AgUn Ml use msonahle effarts to compfere ’ tbE S8k Of the EXCCSS SbWes a~ PrU8lP~ly fallo~iag the Effective Time as, In the Exchange
Agcnl’r SOIIS judgment, iS pmtlcable camistent with obtaining the best excaxion of such sales in light of .p~Wiing tt~~fker toMtiOps. Umil the IW~ pr~cee& of such rrlc or sales have kn di$WWd CO the hOk!CB Of Ihe ccrtifiwly fOfjtmly rcpr~~~&g E~sr Comfnon Stock, the Exctmgc Agent shall bold such proceeds in ttust for such holders (the Tomum Shares TnW). West ahaIl pay all commjssions. tran4ftt taxes and other out-of~pocket tramactiaar costs,
including the expcnocs and compansation of tbc Exchange Agent incumd b co~ection with srxch
sale of the Excess Shares. The Ex&uage Agcra ahall dcteminc the potiioa of the Common Shares Tiusc to which each former holder of East Common Stock is titled, if any, by
moltiplyiirg the amount of Lhe aggfigac net pracccds coxxqwis~ the Common &am Trust by
l fhction, the numiq=atof Of which is lbc amount of the fractional share intercSr CO which Nch
former holder of East Common Stock is enrlrled (&ar taking inta account all shares of East
CC~~OXI Stock held of record at he l%k?ive ‘Time by ruclr holder) and rhe dcnomor of which is she aggrcgatr: mount of FrztcQonaI share inwres~ to whkb ZU fanner holders of &SC Camrnorr
Stack are entitled.
(iv) ~atwi~US%lh# due ~OViSbIl5 Of piWB#@lS (C)(ii) ard (iii) of this
&liclc, Wat may elect II its optisn, exeGis4 prior ID the Ei!kctivc Ti, b kll of the i5nluln
md sak of Excess Shares and the makhg af fhe payments he&&ox mntamp~, to pay cacb former holder of East Common Stack m mount in cash qua1 ta the product obtained by tmltiplying (Al the f?actional share intmcst to which such Cwrncr holder (after Wng into accoun!
rlJ shwcs of East Corman Stock held of xtcard at the Effective Time by such hojdn-) wauld
otbcrwisc bc entitled by (8) the clash~ price of West Cnmmm Stuck 4s rqmai QII the NYSE
Campusire Tape (as reported in plc Wall vJaunnl, or, if not rcpomd fhmin, any other
authrxitativc source) on the Ctosixtg Date, and, in such cue, PU references herein to the cash prtmcds of the sale of the Excess Sbms ani sirnflax r&mms shall be deemed to mean axl r&r
0 to the p8)rmc~ calculated as set forth in this pamgraph (c)(iv),
(VI As soon u pncticable after rhc dctmnbatiun of b mount of cash.
if any, to be paid IO holders of ecrrificam formerly qkcnrir# Essr Cmmn Stock prith mpccr to any frtctional shrtrc interms, the Ezchangc Agent shall make rvaiiablc EU& amours co such
holdm cttbjcct ta and in aceordmcs with the terms gf paragraph (b) of rbis Aniclc.
(f) rMninatianaf. m porcior~ of the Mcqer Cmsidemion
or Wept New PIefcrted Stock d@porit@ with the Exch~gc Aguxat pummt to this Article (tl&
‘Exehurgc Fund”) which remains undistributed to the holders of the cmfficaks fmncrly
representing sham of East Common Stack or East Series A P&end Rock fdr twelve months
after the Efktivc Time shall be delivcrcd to West, ,upon daamd, and my holders of sham of
East Common Stbek or Em Series A P&ml Stock who bw UN thtsctofmc complied with this
1. l5~a507l.J 1;191 mm 9UZII9I -7-
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--QUG. 17.1999-- 3:03PM FlRCHSTONE COMMUNITIES s!wnITY CAPITAL LGL DEE NO.419
08/17/99 ‘IZIE 15~51 PAX 505 0-7302
P. 11/1;?119I1
: ,. II~’ htcrti/.ee 17: 21 FAS @OLOIl?ll ? a
Arti& sb~ll therdlfitr JOOk OdY Do WCSI md only as general creditors thereof for payment of their c10im for West Carrun~n Sroek, West New Preferred Stock, any cash in lieu of ftactio& shares of West C~nundn Stock, and any dividends or distrlbuticw with -en to West Common Stock or West New Pfeferrcd Stock to Mch such holdew may be en&je&
(e) , Na.9 - N~n6OflWt.!$&8tWPtjJG ~Ehaag'~~S~~1~~6'~OO' any bon in respect of any shares of West Common Stuck or West New Preferred Stock (or dividends or ditibutiom with tqxct to either] or cash fmm he Exchange Fund &liver4 to a
public official pursuant CO any appSitmbIc abmdoncd property. wheat m similar law, If any CcRificates fmncrIy qxcSming slmw of East Coxntnon Swck or East Series A Prefernd Stock
shall not have been ~wmckrcd prior to fbc years aftrr the Effective Tic (or inua&kteJy prior
co such earlier date on which my West Camman Stock, Werr New Preferred Stock, cash in lieu of fractional shares of West COIIUQOII Stoclc or dividends or dictributions with respect ta West
Carnmon Stock or West New Preferred Stock in respect of such certificate would ochcnvise
a~chcat to w become the propcny of any govcmmcntal aairy, any such shares. cash, dividends
or distributions in respect of such curifrcate shall, lo thm CSWIC ~MTIGW by applicable law,
become the property or’ West. free and char of rll claim or intczst of any pcrsba pnviotiy
eMled thereto.
m InvcsrmcntQf . The EXchongC AgeI ShalI invest any 41
included in the Exchange Fund aa directed by WI-~ on P daily basis. Any interest and othec income resulting fiom such iwcstmcnts shall be ptid to West.
TWELFTH: Th6 parties hmxb intend that the cxccution of these Articles of Merger
constitute the adoptlon of a “plan of mrgnrdtation” within the mmninp of Treasury Rqg.Mons
8 1.368-l(c).
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IJmP7I.s m9l 134x 9ww99 -8-
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-RUG. 17.1999-” 3: 83PM QRCHSTONE COMMUNITIES NO. 419
08/17/QB TUI? 15:51 FAX 301 9kn 7502 SMLI~ITY CAPITAL LGL DE P. 12JIzJO~2
+#UlL. JLI
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1 id bd J11 :;A &.%A A
n&t> IIROWN b PUTT S-28-1998 11:22 PAGE 212 HEW-Chicago
FN Wl’NESS WwEREOF. SECURITY CAPITAL ATLANTIC INCORPORATED, a Maryhd tufporhm, ti SECURITY CAPtTAL PAcIFZC TRUST, l Mrrylrnd real CSU(L I. . titvcmmc Inut, rhe eucilier prrcles to the merger. hv&uurcd Rae &ticlu of Merp IO be @WI ln hir rp&~vc namcc and ua their behalf rod yimu8cd or ammd all as of the brh
f$ dmy of June, 1Y!W Each of tk WiWuab s&a rhcrti Anicks of Merger on behalf of SECLWTY CAPITAL AftANTIC lNCORPORATElX UC SECUN’lY CAPITAL PAUFlC
TRUST rchwwlcdgs thuc Aticlw of Merger to be Uk act of such mspec% entity and, us
10 all other maKerr or faca required to k verified mdcr oah, lhrr (d UIC besr of his or her h knuwkdge, infomah and belief, thaw mm:?8 m tmt ifi OR mlecial mspcm md &ar &is r~~emcnr is mrrlc under Ihe ptnalriu of p&jury.
.
,
SECURITY CAPITAL ATUNIX MCOWORATED
a Maylmd corpontidn
By: @WI
karlr 5'. PWWSOP, A6sham Setnary a
CJ
PROOF OF PUBLICATION
(2010 8 2011 C.C.P.)
STATE OF CALIFORNIA
County of San Diego
l am a citizen of the United States and a resident of
the County aforesaid: I am over the age of eighteen
years and not a party to or interested in the above-
entitled matter. I am the principal clerk of the printer of
North County Times
formerly known as the Blade-Citizen and The
Times-Advocate and which newspapers have been
adjudged newspapers of general circulation by the
Superior Court of the County of San Diego, State of
California, under the dates of June 30, 1989
(Blade-Citizen) and June 21, 1974 (Ftmes-
Advocate) case number 171349 (Blade-Citizen)
and case number 172171 (The Times-Advocate)
for the cities of Escondido, Oceanside, Carlsbad.
Solana Beach and the North County Judicial
District; that the notice of which the annexed is a
printed copy (set in type not smaller than
nonpareil), has been published in each regular and
entire issue of said newspaper and not in any
supplement thereof on the following dates, to-wit:
I certify (or declare) under penalty of perjury that
the foregoing is true and correct.
/h--x % --- ---_____----- ___------- Signaturd
NORTH COUNTY TIMES
Legal Advertising
This space is for the County Clerk
Proof of Putjication of ----l&-k
---_-__------- --_-.
F IF
& El
NOTICE IS HEREBY GIVEN that the City Council 01 the a public hearing at the City Council Chambers, 1200 Car Carfsbad, California, at 6:00 p.m., on Tuesday, August 1; request for approval of a Planned Unit Development for on lots ranging in size from 5,096 to 20,655 square feet, located south of Cannon Road and east of future Farads Facilities Management Zone 8 and more particularly des
A portion of Lot “I” of Ranch0 Agua Hedionda and
“F” of Ranch0 Agua Hedionda, all in the City of Cr
of San Diego, State of California according to map
623, filed in the office of the County Recorder of S
November 16,1696.
Those persons wishing to speak on this proposal are COI
the public hearing. Copies of the staff report will be avail,
13, 1999.
If you have any questions regarding this matter, or woulC
decision, please contact Christer Westman in the City of
Department at (760) 436-l 161, extension 4446.
If you challenge the Planned Unit
Development in court, you may be limited to raising only those issues raised
by you or someone else at the public
hearing described in this ntice, or in
written correspondence delivered to the
City of Carlsbad City Clerks Office, at, or
prior to, the public hearing.
APPLICANT Shea Homes Limited
Partnership
CITY OF CARLSBAD CITY C?UNClL
Legal 64011 August 6.1999
Filing Stamp
?T -----
!!s
.LY RANCH AREA “I”
b idial
ble
likt
Car
of Carlsbad will hold
Id Village Drive,
399, to consider a
single family homes
property generally
/enue in Local
ed as:
orfion of Lot
lad, County rreof No.
)iego on
Ily invited to attend
on or after August
3 to be notified of the lsbad Planning
RANCH AREA ‘I
(form A)
TO: CI1.Y CLERK’S OFFICE
FROM: PLANNING DEPARTMENT
RE: PUBLIC HEARING REQUEST
Attached are the materials necessary for you to notide
PUD 98-04 Kelly Ranch Area "I"
for a public hearing before the Clty Council.
Please notice the item for the council meeting of First Avai1ab1e Hearing
. 'Tn August if Possible
Thank you.
July 29, 1999
Date
Cityof . M . D-0,
NOTICE OF HEARING
NOTICE IS HEREBY GIVEN that the City Council of the City of Carlsbad will hold a
public hearing at the Council Chambers, 1200 Carlsbad Village Drive, Carlsbad,
California, at 6:00 p.m. on Tuesday, {DATE}, to consider approval of a Planned Unit
Development for 155 single family homes on lots ranging in size from 5,098 to 20,655
square feet, on property generally located south of Cannon Road and east of future
Faraday Avenue in Local Facilities Management Zone 8 and more particularly
described as:
A portion of Lot “I” of Ranch0 Agua Hedionda and a portion of
Lot “F” of Ranch0 Agua Hedionda, all in the City of Carlsbad,
County of San Diego, State of California according to map
thereof No. 823, filed in the office of the County Recorder of
San Diego on November 16,1896.
Those persons wishing to speak on this proposal are cordially invited to attend the
public hearing. Copies of the staff report will be available on and after {DATE}. If you
have any questions, please call Christer Westman in the Planning Department at (760)
438-l 161, extension 4448.
If you challenge the Planned Unit Development in court, you may be limited to raising
only those issues you or someone else raised at the public hearing described in this
notice or in written correspondence delivered to the City of Carlsbad at or prior to the
public hearing.
CASE FILE: PUD 98-04
CASE NAME: KELLY RANCH AREA “I”
PUBLISH: {DATE}
CITY OF CARLSBAD
CITY COUNCIL
2075 La Palmas Dr. l Carlsbad, CA 92009-l 576 - (760) 438-l 161 * FAX (760) 438-0894 aa
IVOTICE OF PUBLIC HEARING
COMPLETE DATE: October 29,199s
DESCRIPTION:
Request for approval of architectural design and building placement for 155 single family
homes on lots ranging in size from 5,098 to 20,655 square feet.
LOCATION:
This project is within the City of Carlsbad’s Coastal Zone located south of Cannon Road
and east of future Faraday Avenue in Local facilities Management Zone 8.
ASSESSOR’S PARCEL NUMBER:
208-020-35
APPLICANT:
Shea Homes Limited Partnership
10721 Treena Street, Suite 2
San Diego, CA 92 13 1
A public hearing on the above proposed project will be held by the Planning Commission in the
Council Chambers, 1200 Carlsbad Village Drive, Carlsbad, California, on June 2, 1999 at 6:00
p.m.
Persons are cordially invited to attend the public hearing and provide the decision makers with
any oral or written comments they may have regarding the project. The project will be described
and a staff recommendation given, followed by public testimony, questions and a decision.
Copies of the staff report will be available on or after May 27, 1999.
If you have any questions, or would like to be notified of the decision, please contact Christer
Westman at the City of Carlsbad Planning Department, Monday through Thursday 7:30 a.m. to
5:30 p.m., Friday S:OO a.m. to 5:00 p.m. at 2075 Las Palmas Drive, Carlsbad, California 92009,
(760) 438-l 161, extension 4448.
. . .
. . .
. . .
. . .
. . .
2075 La Palmas Dr. - Carlsbad, CA 92009-1576 - (760) 438-l 161 * FAX (760) 438-0894
APPEALS
If you challenge the Site Development Plan, Coastal Development Permit, and Planned Unit
Development in court, you may be limited to raising only those issues you or someone else
raised at the public hearing described in this notice, or in written correspondence delivered to the
City of Carlsbad prior to the public hearing.
1. &peals to the City Council: Where the decision is appealable to the City Council,
appeals must be filed in writing within ten (10) calendar days after a decision by the
Planning Commission.
2. Coastal Commission Appealable Project:
0 This site is located within the Coastal Zone Appealable Area.
n This site is not located within the Coastal Zone Appealable Area.
Where the decision is appealable to the Coastal Commission, appeals must be filed with the
Coastal Commission within ten (10) working days after the Coastal Commission has received a
Notice of Final Action from the City of Carlsbad. Applicants will be notified by the Coastal
Commission of the date that their appeal period will conclude. The San Diego office of the
Coastal Commission is located at 3111 Camino De1 Rio North, Suite 200, San Diego, California
92108-1725.
CASE FILE: SDP 98-l 8KDP 98-70/ PUD 98-04
CASE NAME: KELLY RANCH AREAS “I” AN-D “J”
PUBLISH: MAY 20,1999
KELLY RANCH
AREAS “I” & “J”
SDP 98-181CDP 98-701PUD 98-04
-
NOTICE OF PUBLIC HEARING
PUD 98-04 KELLY RANCH AREA “I”
NOTICE IS HEREBY GIVEN that the City Council of the City of Carlsbad will
hold a public hearing at the City Council Chambers, 1200 Carlsbad Village Drive,
Carlsbad, California, at 6:00 p.m., on Tuesday August 17, 1999, to consider a
request for approval of a Planned Unit Development for 155 single family homes
on lots ranging in size from 5,098 to 20,655 square feet, on property generally
located south of Cannon Road and east of future Faraday Avenue in Local
Facilities Management Zone 8 and more particularly described as:
A portion of Lot “I” of Ranch0 Agua Hedionda and a portion of Lot
“F” of Ranch0 Agua Hedionda, all in the City of Carlsbad, County of
San Diego, State of California according to map thereof No. 823,
filed in the office of the County Recorder of San Diego on November
16, 1896.
Those persons wishing to speak on this proposal are cordially invited to attend the
public hearing. Copies of the staff report will be available on or after August 13,
1999.
If you have any questions regarding this matter, or would like to be notified of the
decision, please contact Christer Westman in the City of Carlsbad Planning
Department at (760) 43 8- 116 1, extension 4448.
If you challenge the Planned Unit Development in court, you may be limited to
raising only those issues raised by you or someone else at the public hearing
described in this notice, or in written correspondence delivered to the City of
Carlsbad City Clerk’s Office, at, or prior to, the public hearing.
APPLICANT: Shea Homes Limited Partnership
PUBLISH: August 6,1999
CITY OFCARLSBAD
CITY COUNCIL
KELLY RANCH AREA ‘7”
PUD 98-04
I
Smooth Feed S heetsTM -_
CARLSBAD UNIF SCHOOL DIST CITY OF ENCINITAS CITY OF SAN MARCOS
801 PINE AVE 505 S VULCAN AVE 1 CIVIC CENTER DR
?ARLSBAD CA 92008 ENCINITAS CA 92024 SAN MARCOS CA 92069-2949
CITY OF OCEANSIDE
300 NORTH COAST HWY
OCEANSIDE CA 92054
CALIF DEPT OF FISH & GAME
STE 50
330 GOLDENSHORE
LONG BEACH CA 90802
LAFCO
1600 PACIFIC HWY
SAN DIEGO CA 92101
U.S. FISH & WILDLIFE
2730 LOKER AVE WEST
CARLSBAD CA 92008
KELLY LAND COMPANY
STE 120
1530 FARADAY AVE
CARLSBAD CA 92008
I3 &, AvERV@ Address Labels
CITY OF VISTA
PO BOX 1988
VISTA CA 92085
REGIONAL WATER QUALITY
STE B
9771 CLAIREMONT MESA BLVD
SAN DIEGO CA 92124-1331
AIR POLLUTION CNTRL DIST
9150 CHESAPEAKE DR
SAN DIEGO CA 92123
CA COASTAL COMMISSION
STE 200
3111 CAMINO DEL RIO NO
SAN DIEGO CA 92108
TOM HAGEMAN
PLANNING SYSTEMS
STE 100
1530 FARADAY AVE
CARLSBAD CA 92008
Use template for 5160@
SD COUNTY PLANNING
STE B
5201 RUFFIN RD
SAN DIEGO CA 92123
SANDAG
STE 800
401 B STREET
SAN DIEGO CA 92101
I.P.U.A.
SCHOOL OF PUBLIC ADMIN AND
URBAN STUDIES
SAN DIEGO STATE UNIVERSITY
SAN DIEGO CA 92182-4505
laser 5160@
c
WILLIAM F & LISA DRYER TERRELL A OYAMA
‘- 5249 MILTON ROAD 524 1 MILTON ROAD
/ CARLSBAD, CA 92008-3853 CARLSBAD, CA 92008-3853
MOA INC
5 190 GOVERNOR DRIVE
SUITE 203
SAN DIEGO, CA 92 122-2848
MARSCHA D GILLES
5229 MILTON ROAD
CARLSBAD, CA 92008-3853 I I
STEVEND & MARIAEMERY JEAN H BLACK
5221 MILTON ROAD 52 17 MILTON ROAD
j CARLSBAD, CA 92008-3853 CARLSBAD, CA 92008-3853
GARY A&LlNDANEFF
5209 MILTON ROAD
CARLSBAD, CA 92008-3853
JEFFERY W KNOWLES
5210 MILTON ROAD
CARLSBAD, CA 92008-3853
ANTONIO F PIRACCI
5218 MILTON ROAD
CARLSBAD, CA 92008-3853
; ROBERT D & YUMI ROSE
I 22 14 MASTERS ROAD
1 CARLSBAD, CA 92008-3845
MICHAEL T OLAUGHLM
2211 MASTERS ROAD
CARLSBAD, CA 92008-3 845
YANG
5230 MASTERS ROAD
CARLSBAD, CA 92008-3845
EUGENE W MITCHELL
5237 MILTON ROAD
CARLSBAD, CA 92008-3853
RICHARD T BOCIM
5225 MILTON ROAD
CARLSBAD, CA 92008-3853
RICHARD P BREYER
5213 MILTON ROAD
CARLSBAD, CA 92008-3853
JOHN J & LJZA LUM
5214 MILTON ROAD
CARLSBAD, CA 92008-3853
WILLIAM J RICE
2215 MASTERS ROAD
CARLSBAD, CA 92008-3845
MJYOKO YAMAUCHJ
2209 MASTERS ROAD
CARLSBAD, CA 92008-3 845
FRANK R VJSCARRA
2205 MASTERS ROAD
CARLSBAD, CA 92008-3 845
- .__. ___--. -. --.
, RICHARD J VASS CITY OF CARLSBAD
: 5234 MILTON ROAD PUBLIC WORKS/COMMUNITY
CARLSBAD, CA 92008-3852 i : SERVICES
L_-.- ..- -.. -__- ~-
I
CITY OF CARLSBAD CITY OF CARLSBAD CITY OF CARLSBAD
PUBLIC WORKS/ENGINEERING : MUNICIPAL WATER DISTRICT ’ PROJECT PLANNER
DEPT. CHRISTER WESTMAN
____--~- -- .-- ___--...
.
JOHN L & ANN WOOD
+5238 MILTON ROAD
CARLSBAD, CA 92008-3852
i WILLIAMCHORNUNG I
/ 23 10 BYRON PLACE
1 CARLSBAD, CA 92008-3831 I
ROY E VARTABEDIAN
5242 MILTON ROAD
CARLSBAD, CA 92008-3852
WALTERE ALBRIGHT
PO BOX 1376
TEMECULA, CA 92593-1376 1 I_ > -~-.- -. i ‘-
I
JEFFREY G GARDNER ROBERT C NOWAKOWSKI
23 14 BYRON PLACE 5 158 FROST AVENUE
CARLSBAD, CA 92008-3 83 1 CARLSBAD, CA 92008-3837
’ TIMOTHY&KELLYHUCKABY /
5154 FROST AVENUE
i CARLSBAD, CA 92008-3837 I
ROBERT J WILSON
: j 5 150 FROST AVENUE
CARLSBAD, CA 92008-3837 I. : ,.
i DAVID & LORi RESETCO
, 5 142 FROST AVENUE
CARLSBAD, CA 92008-3837
\
/ KENNETHB & CINDY KENG
/ 5132 FROST AVENUE
/ CARLSBAD, CA 92008-3837
‘--
/ MICHAEL AROTH
I 5 120 FROST AVENUE
CARLSBAD, CA 92008-3837
\
JEROME
5110 FROST AVENUE
CARLSBAD, CA 92008-3 837
WAYNE CALLAGHAN
38REDHAWK
IRVINE, CA 92604
KIRGIS
4452 HOCKADAY DRIVE
DALLAS, TX 75229-2909
CRAIG T & CHERYL ISOBE
1545 FARADAY AVENUE
CARLSBAD, CA 92008-73 19
CURTIS S WOOLEY
5138 FROST AVENUE
CARLSBAD, CA 92008-3837
-
ERIC & DIANA HANDOJ
5 128 FROST AVENUE
CARLSBAD, CA 92008-3837
_ ‘-. _____- -___
,i
; : JOHN W SCHOENIG
~ 5146 FROST AVENUE
i CARLSBAD, CA 92008-3837
i RICHARD & LOU ROSENFELD
,! j 5 134 FROST AVENUE
I i CARLSBAD, CA 92008-3837 1 / “ -\ i-- --__
/ ’ PAUL A CERVONE ,
~ 5124 FROST AVENUE
CARLSBAD, CA 92008-3837
< h -, -
1
) DAVE S & KATHLEEN THOMAS j j I FRED B HOLZWORTH
I 5118 FROST AVENUE I 5114FROSTAVENUE
CARLSBAD, CA 92008-3837 ’ CARLSBAD, CA 92008-3837
* r -~-- _- .-_____
EVANS POINT HOMEOWNERS I SHEAHOMES LTD PARTNERS
10721 TREENA STREET ; ~ 10721 TREENA STREET
SUITE 200 j 1 SUITE 200 /
SAN DIEGO, CA 9213 l-1039 ! SANDIEGO, CA 92131-1039 ‘\ . , -__ -- ..~...
~ MARVIN H & LUCIA SIPPEL
’ 1287 VERA CRUZ
OCEANSIDE, CA 92056-5663 ;
SIGNAL H. BLACKMORE
PO BOX 424
/ RANCH0 SANTA, CA 92067
CRC PROJECT ONE LP BLACKMORE
475 WEST BRADLEY AVENUE 12780 HIGH BLUFF DRIVE
EL CAJON, CA 92020-l 209 SUITE 160 ’ j SAN DIEGO, CA 92130-2068