Resolution-PC 2014-105RESOLUTION NO. PC2014 -105
A RESOLUTION OF THE PLANNING COMMISSION
OF THE CITY OF ANAHEIM APPROVING
CONDITIONAL USE PERMIT NO. 2014-05730 AND VARIANCE NO. 2014 -04976
AND MAKING CERTAIN FINDINGS IN CONNECTION THEREWITH
(DEV2014- 00018)
(641 — 701 SOUTH BROOKHURST STREET)
WHEREAS, the Planning Commission of the City of Anaheim (the "Planning
Commission ") did receive a verified petition for Conditional Use Permit No. 2014 -05730 to
construct a 40 -unit attached and detached small -lot single family residential project with
modified development standards and Variance No. 2014 -04976 to permit a deviation from the
City's private street standard pertaining to parkway and sidewalk widths for that certain real
property located at 641 -701 South Brookhurst Street, in the City of Anaheim, County of Orange,
State of California, as generally depicted on the map attached hereto as Exhibit A and
incorporated herein by this reference (the "Property "). Conditional Use Permit No. 2014 -05730
and Variance No. 2014 -04976 is proposed in conjunction with Tentative Tract Map No. 17754 to
permit a 40 -unit residential subdivision (herein referred to collectively as the "Proposed
Project "); and
WHEREAS, the 2.49 -acre Property includes one property developed with a motel and a
portion of an adjacent property that is partially developed with a motel. The Property is located
in the "C -G" General Commercial Zone meaning that the Property is subject to the zoning and
development standards described in Chapter 18.08 (Commercial Zones) of the Anaheim
Municipal Code (the "Code "). The Property is also located within the Brookhurst Commercial
Corridor (BCC) Overlay Zone, meaning that the regulations contained in Chapter 18.22
( Brookhurst Commercial Corridor (BCC) Overlay Zone) of the Code shall apply to the Property
and shall supersede any inconsistent regulations of the "CG" General Commercial Zone.
However, the Property is also located within the Residential Opportunity (RO) Overlay zone,
which is intended to implement the City's Housing Element of the General Plan by providing
"by- right" housing development opportunities consistent with a property's General Plan land use
designation and consistent with the development standards and requirements set forth in Chapter
18.06 (Multiple - Family Residential Zones). The Anaheim General Plan designates this Property
for Low - Medium Density Residential land uses;
WHEREAS, by Resolution No. 2013 -150 adopted on September 24, 2013, the City
Council certified Environmental Impact Report No. 2012 -00346 and adopted Findings and a
Statement of Overriding Considerations and Mitigation Monitoring Program No. 122A
(collectively referred to as EIR No. 2012 - 00346), in support of the adoption of the Housing
Opportunities Rezoning Project; and
WHEREAS, the Planning Commission hereby finds and determines that, in accordance
with the California Environmental Quality Act (Public Resources Code Section 21000 et seq.;
herein referred to as "CEQA ") and Title 14 of the California Code of Regulations (herein
referred to as the "CEQA Guidelines "), (i) EIR No. 2012 -00346 serves as the appropriate
environmental documentation for proposed Conditional Use Permit No. 2014 -05730 and
Variance No. 2014 -04976 and satisfies all of the requirements of CEQA; (ii) none of the
conditions described in Sections 15162 or 15163 of the CEQA Guidelines calling for the
preparation of a subsequent or supplemental environmental documentation have occurred in
connection with the proposed Conditional Use Permit No. 2014 -05730 and Variance No. 2014-
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04976; and (iii) no further environmental documentation needs to be prepared under CEQA for
the proposed Conditional Use Permit No. 2014 -05730 and Variance No. 2014 - 04976; and
WHEREAS, as the "lead agency" under CEQA, the Planning Commission finds and
determines that no additional environmental review is required under CEQA and, therefore,
authorizes and directs that staff prepare and file a Notice of Determination as provided in Section
15094 of the CEQA Guidelines; and
WHEREAS, the Planning Commission did hold a public hearing at the Civic Center in
the City of Anaheim on November 17, 2014 at 5:00 p.m., notice of said public hearing having
been duly given as required by law and in accordance with the provisions of Chapter 18.60 of the
Anaheim Municipal Code, to hear and consider evidence and testimony for and against the
Proposed Project and to investigate and make findings and recommendations in connection
therewith; and
WHEREAS, the Planning Commission, after due inspection, investigation and study
made by itself and in its behalf, and after due consideration of all evidence and reports offered at
said hearing with respect to Conditional Use Permit No. 2014 - 05730, does find and determine
the following facts:
1. The request to permit the Proposed Project is properly one for which a conditional
use permit is authorized under Subsection .010 of Section 18.06.160 of the Anaheim Municipal
Code (the "Code "); and
2. The Proposed Project would not adversely affect the adjoining land uses, or the
growth and development of the area in which it is proposed to be located. The Proposed Project
complies with and implements the City's Housing Element of the General Plan by providing
"by- right" housing development opportunities consistent with the Property's General Plan land
use designation and is consistent with the development standards and requirements for the "RM-
3" Multiple Family Residential Zone set forth in Chapter 18.06 (Multiple - Family Residential
Zones) of the Code. Along with the Proposed Project's design, recommended conditions of
approval have been included to reduce or eliminate any potential impacts; and
3. The size and shape of the site is adequate to allow the full development of the
Proposed Project in a manner not detrimental to either the particular area or health and safety
because the site can accommodate the parking, traffic, and circulation without creating
detrimental effects on adjacent properties; and
4. The traffic generated by the Proposed Project will not impose an undue burden
upon the streets and highways designed and improved to carry the traffic in the area because the
Proposed Project has been designed to accommodate the required parking, vehicular and
pedestrian circulation, and trash collection; and
5. The granting of the conditional use permit under the conditions imposed will not
be detrimental to the health and safety of the citizens of the City of Anaheim and will provide a
land use that is compatible with the surrounding area, subject to compliance with the conditions
contained herein.
WHEREAS, the Planning Commission does further find and determine that the request
for a variance in conjunction with the proposed 40 -unit attached and detached single family
residential project should be approved for the following reasons:
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SECTION NO. 18.40.060.090 Private Street Improvements.
(6 -foot wide parkways required on both sides of the
street; parkways proposed on one side of the street)
1. That the strict application of the Code would deprive the subject property of
privileges enjoyed by other properties in the vicinity because the property has unique site
constraints, due to the narrow and deep property configuration, that precludes the ability to
provide 6 -foot wide parkways to meet current Code requirements while maintaining required
parking, recreational areas, and vehicular circulation areas.
2. That there are special circumstances applicable to the Property pertaining to its
topography and location, which do not apply to identical zoned properties in the vicinity because
of the lot configuration. The lot is narrow in width and long in depth and it would be difficult to
provide the Code - required private street improvements. The City Engineer approved the request
by the applicant to modify the City's private street standard pertaining to the reduced number of
parkways.
WHEREAS, the Planning Commission determines that the evidence in the record
constitutes substantial evidence to support the actions taken and the findings made in this
Resolution, that the facts stated in this Resolution are supported by substantial evidence in the
record, including testimony received at the public hearing, the staff presentations, the staff report
and all materials in the project files. There is no substantial evidence, nor are there other facts,
that detract from the findings made in this Resolution. The Planning Commission expressly
declares that it considered all evidence presented and reached these findings after due
consideration of all evidence presented to it.
NOW, THEREFORE, BE IT RESOLVED that the Planning Commission does hereby
approve Conditional Use Permit No. 2014 -05730 and Variance No. 2014 - 04976, contingent
upon and subject to (1) approval of Tentative Tract Map No. 17754, which entitlement is now
pending, (2) the conditions of approval set forth in Exhibit B attached hereto and incorporated
herein by this reference, which are hereby found to be a necessary prerequisite to the proposed
use of the Property in order to preserve the health, safety and general welfare of the citizens of
the City of Anaheim, and (3) the adoption by the City Council of an ordinance for Zoning Code
Amendment No. 2014 -00120 amending the Zoning Code to increase the maximum height of
detached single family residences in the RM zones from 30 feet /two stories to 40 feet/three
stories. Extensions for further time to complete conditions of approval may be granted in
accordance with Section 18.60.170 of the Code. Timing for compliance with conditions of
approval may be amended by the Planning Director upon a showing of good cause provided (i)
equivalent timing is established that satisfies the original intent and purpose of the condition(s),
(ii) the modification complies with the Code, and (iii) the applicant has demonstrated significant
progress toward establishment of the use or approved development.
BE IT FURTHER RESOLVED, that any amendment, modification or revocation of this
permit may be processed in accordance with Chapters 18.60.190 (Amendment to Permit
Approval) and 18.60.200 (City- Initiated Revocation or Modification of Permits) of the Code.
BE IT FURTHER RESOLVED that the Planning Commission does hereby find and
determine that adoption of this Resolution is expressly predicated upon applicant's compliance
with each and all of the conditions hereinabove set forth. Should any such condition, or any part
thereof, be declared invalid or unenforceable by the final judgment of any court of competent
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jurisdiction, then this Resolution, and any approvals herein contained, shall be deemed null and
void.
BE IT FURTHER RESOLVED that approval of this application constitutes approval of
the proposed request only to the extent that it complies with the Code and any other applicable
City, State and Federal regulations. Approval does not include any action or findings as to
compliance or approval of the request regarding any other applicable ordinance, regulation or
requirement.
THE FOREGOING RESOLUTION was adopted at the Planning Commission meeting of
November 17, 2014. Said resolution is subject to the appeal provisions set forth in Chapter
18.60 (Procedures) of the Anaheim Municipal Code pertaining to appeal procedures and may be
replaced by a City Council Resolution in thgevnt of an appeal.
CHAIRMAN, PLANNI COMMISSION
OF UIE CITY OF Al'WIEIM
ATTEST:
"'0
SECRETARY, PLANNING COMMISSION
OF THE CITY OF ANAHEIM
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Eleanor Morris, Secretary of the Planning Commission of the City of Anaheim, do
hereby certify that the foregoing resolution was passed and adopted at a meeting of the Planning
Commission of the City of Anaheim held on November 17, 2014, by the following vote of the
members thereof:
AYES: COMMISSIONERS: BOSTWICK, CALDWELL, DALATI, LIEBERMAN,
RAMIREZ, SEYMOUR
NOES: COMMISSIONERS: NONE
ABSENT: COMMISSIONERS: AGARWAL
IN WITNESS WHEREOF, I have hereunto set my hand this 17 day of November,
2014.
SECRETARY, PLANNING COMMISSION
OF THE CITY OF ANAHEIM
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EXHIBIT "A"
DEV2014 -00018
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- 5 - PC2014 -105
EXHIBIT "B"
CONDITIONAL USE PERMIT NO. 2014-05730 AND
VARIANCE NO. 2014-04976
(DEV2014- 00018)
-6- PC2014 -105
RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
PRIOR TO ISSUANCE OF A GRADING PERMIT
1
A Water Quality Management Plan (WQMP) shall be submitted for
Public Works,
review and approval to the Public Works Department. The final WQMP
Development Services
shall address the following items:
- Infiltration via pervious pavers and infiltration wells are
acceptable considerations for this site. More information
regarding the criteria which can preclude infiltration from being
used (e.g. depth to groundwater, prior subsurface contamination,
etc.) shall be identified and considered for Final WQMP (in
particular the depth to groundwater relative to the infiltration wells
with consideration for mounding affects).
- Sizing of the LID /Treatment Control shall be required for Final
WQMP.
- All stormwater form areas other than roof drains and flat
landscape area shall be pretreated for anticipated pollutants (as
required by regulations) as well as for fine sediment (to preserve
the infiltration capacity of the system).
- The pavers must be designed to accommodate vehicular traffic
(including routine trash truck access and occasional fire engine
access).
2
Prior to approval of the grading and private storm drain plans, the plans
Public Works,
and drainage report shall demonstrate the terminal detention basin and
Development Services
in -line flow restrictions have been sized to match the pre - development
site flows as required by the City Engineer. The water surface elevation
for the drainage system shall provide adequate freeboard to the residential
pad elevations as required by the City's design criteria. All drainage items
shall be made part of the homeowner's maintenance obligations and shall
be added to the tract maintenance covenant. No off -site run -off shall be
blocked during and after grading operations or perimeter wall
construction.
3
The developer shall demonstrate in the final drainage report that the
Public Works,
site "developed condition" flows match the site "existing condition"
Development Services
flows and that improvements to the downstream deficient city storm
drain are not required as a result of this project. The site storm drain
plans shall be approved prior to grading plan approval.
-6- PC2014 -105
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RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
4
The existing electrical facilities near the boundary with 631 South
Public Works,
Brookhurst Street shall be relocated at the cost of the applicant if they
Development Services
interfere with the proposed development.
5
Prior to issuance of the grading permit and right -of -way construction
Public Works,
permit for the storm drain and sewer, whichever occurs first, a Save
Development Services
Harmless agreement in -lieu of an Encroachment Agreement is required to
be executed, approved by the City and recorded by the applicant on the
property for any storm drains connecting to a City storm drain.
6
The property owner shall submit project improvement plans that
Public Works,
incorporate the required drainage improvements and the mechanisms
Development Services
proposed in the approved Drainage Report. No offsite run -off shall be
blocked during and after grading operations or perimeter wall construction.
PRIOR TO APPROVAL OF PLANS RELATED TO WATER ENGINEERING
7
All new water mains, services, meters, backflow devices, laterals, fire
public Utilities, Water
hydrants, and appurtenances shall be designed and installed in
Engineering
accordance with the Public Utilities Department Water Engineering
Administrative Procedures and Design Guidelines and the Water
Services Standard Specifications, both of which are available on the
Public Utilities Department's website http: / /www.anaheim.net /.
8
All backflow equipment shall be located above ground outside of the
Public Utilities, Water
street setback area in a manner fully screened from all public streets
Engineering
and alleys. Any backflow assemblies currently installed in a vault will
have to be brought up to current standards. Any other large water
system equipment shall be installed to the satisfaction of the Water
Engineering Division outside of the street setback area in a manner
fully screened from all public streets and alleys. Said information shall
be specifically shown on plans and approved by Water Engineering
and Cross Connection Control Inspector.
9
All requests for new water services, backflow equipment, or fire lines,
public Utilities, Water
as well as any modifications, relocations, or abandonments of existing
Engineering
water services, backflow equipment, and fire lines, shall be coordinated
and permitted through Water Engineering Division of the Anaheim
Public Utilities Department.
10
If this is an individual homeowner project with a landscaping area
Public Utilities, Water
(including pools or other Water features) exceeding 5,000 square feet,
Engineering
a Landscape Documentation Package, a Certification of Completion
and a separate irrigation meter shall be installed in compliance with
Chapter 10.19 of Anaheim municipal Code and Ordinance No. 6160
relating to landscape water efficiency.
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-8- PC2014 -105
RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
11
All existing water services and fire services shall conform to current
Public Utilities, Water
Water Services Standards Specifications. Any water service and /or fire
Engineering
line that does not meet current standards shall be upgraded if continued
use is necessary or abandoned if the existing service is no longer
needed. The owner /developer shall be responsible for the costs to
upgrade or to abandon any water service or fire line.
12
The Owner shall irrevocably offer to dedicate to the City of Anaheim
Public Utilities, Water
(i) an easement for all large domestic above - ground water meters and
Engineering
fire hydrants, including a five (5) -foot wide easement around the fire
hydrant and /or water meter pad. (ii) a twenty (20) foot wide easement
for all water service mains and service laterals all to the satisfaction of
the Water Engineering Division. The easements shall be granted on the
Water Engineering Division of the Public Utilities Department's
standard water easement deed. The easement deeds shall include
language that requires the Owner to be responsible for restoring any
special surface improvements, other than asphalt paving, including but
not limited to colored concrete, bricks, pavers, stamped concrete,
decorative hardscape, walls or landscaping that becomes damaged
during any excavation, repair or replacement of City owned water
facilities. Provisions for the repair, replacement and maintenance of all
surface improvements other than asphalt paving shall be the
responsibility of the Owner and included and recorded in the Master
CC &. Rs for the project.
13
The developer /owner shall submit a water system master plan,
Public Utilities, Water
including a hydraulic distribution network analysis, for Public Utilities
Engineering
Water Engineering review and approval. The master plan shall
demonstrate the adequacy of the proposed on -site water system to
meet the project's water demands and fire protection requirements.
14
The developer /owner shall submit to the Public Utilities Department
Public Utilities, Water
Water Engineering Division an estimate of the maximum fire flow rate
Engineering
and maximum day and peak hour water demands for the project. This
information will be used to determine the adequacy of the existing
water system to provide the estimated water demands. Any off -site
water system improvements required to serve the project shall be done
in accordance with Rule No_ 15A.6 of the Water Utility Rates, Rules,
and Regulations.
15
The developer /owner shall submit a set of improvement plans for
Public Utilities, Water
Public Utilities Water Engineering review and approval in determining
Engineering
the conditions necessary for providing water service to the project.
16
Water improvement plans shall be submitted to the Water Engineering
Public Utilities, Water
Division for approval and a performance bond in the amount approved
Engineering
by the City Engineer and form approved by City Attorney shall be
posted with the City of Anaheim.
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RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
17
Individual water service and /or fire line connections will be required
Public Utilities, Water
for each parcel or residential, commercial, industrial unit per Rule 18
Engineering
of the City of Anaheim's Water Rates, Rules and Regulations.
18
The Owner shall be responsible for restoring any special surface
Public Utilities, Water
improvements, other than asphalt paving, within any right -of -way,
Engineering
public utility easement or City easement area including but not limited
to colored concrete, bricks, pavers, stamped concrete, walls, decorative
hardscape or landscaping that becomes damaged during any
excavation, repair or replacement of City owned water facilities.
Provisions for maintenance of all said special surface improvements
shall be included in the recorded Master C, C & R's for the project
and the City easement deeds.
19
A minimum of two connections to public water mains and water
Public Utilities, Water
looping inside the project are required.
Engineering
20
The following minimum horizontal clearances shall be maintained
Public Utilities, Water
between proposed water main and other facilities:
Engineering
- 10 -feet minimum separation (outside wall - to-outside wall)
from sanitary sewer mains and laterals, and any
buildings, footings, and walls
- 5 -feet minimum separation from all other utilities,
including storm drains, gas, and electric
- 3 or 6 -feet minimum separation from curb face
- 10 -feet minimum separation from large trees
Minimum water main horizontal and vertical separation shall be
per COA Std. W -130
21
No public water main or public water facilities shall be installed in
Public Utilities, Water
private alleys or paseo areas.
Engineering
22
No public water mains or laterals allowed under parking stalls or
Public Utilities, Water
parking lots.
Engineering
23
All fire services 2 -inch and smaller shall be metered with a UL listed
Public Utilities, Water
meter, Hershey Residential Fire Meter with Translator Register, no
Engineering
equals.
24
Water meters shall not be installed within driveways or parking
Public Utilities, Water
spaces.
Engineering
PRIOR TO APPROVAL OF PLANS RELATED TO ELECTRICAL ENGINEERING
25
Prior to approval of permits for improvement plans, the property
Public Utilities,
owner /developer shall coordinate with Electrical Engineering to establish
Electrical Engineering
electrical service requirements and submit electric system plans,
electrical panel drawings, site plans, elevation plans, and related
technical drawings and specifications.
-9- PC2014 -105
NO.
CONDITIONS OF APPROVAL
RESPONSIBLE
DEPARTMENT
26
Prior to connection of electrical service, the legal owner shall provide to
Public Utilities,
the City of Anaheim a Public Utilities easement with dimensions as
Electrical Engineering
shown on the approved utility service plan.
27
Prior to connection of electrical service, the legal owner shall submit
Public Utilities,
payment to the City of Anaheim for service connection fees.
Electrical Engineering
PRIOR TO THE ISSUANCE OF BUILDING PERMITS
28
All individual residential units shall have addressing readily readable
Police Department
from the street, indicating the address of that unit. All addressing shall be
free from obstruction and either well lit during hours of darkness or of a
highly contrasting color to its background.
29
Prior to issuance of the first building permit, excluding model homes, the
Public Works,
final map shall be submitted to and approved by the City of Anaheim and
Development Services
the Orange County Surveyor and then shall be recorded in the Office of
the Orange County Recorder concurrently with the Subdivision
Agreement and the Maintenance Covenant.
30
Plans shall be submitted showing stop control for private street access. A
Public Works,
stop sign shall be installed and stop legend shall be painted on the
Development Services
private street in the southeast bound direction at Brookhurst Street prior
to final building and zoning inspection. Subject property shall
thereupon be developed and maintained in conformance with said plans.
31
Curbs adjacent to the drive aisles shall be painted red to prohibit parallel
Public Works,
parking in the drive aisles. Red curb locations shall be clearly labeled on
Traffic and
building plans.
Transportation
PRIOR TO FINAL BUILDING AND ZONING INSPECTIONS
32
Fire lanes shall be posted with "No Parking Any Time." Said information
Fire Department
shall be specifically shown on plans submitted for building permits.
33
The required public improvements shall be installed prior to final zoning
Public Works,
and building inspection.
Development Services
34
Curbs adjacent to the drive aisles shall be painted red to prohibit parallel
Public Works,
parking in the drive aisles. Red curb locations shall be clearly labeled on
Development Services
building plans.
35
The developer shall improve the streets as follows: 1) improve private
Public Works,
streets per City Standard Detail 162 or as approved by the City Engineer,
Development Services
2) improve Brookhurst Street per City Standard No. 160 -A Major Arterial
6 -lanes divided or as approved by the City Engineer (public).
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RESPONSIBLE
NO.
CONDITIONS OF APPROVAL
DEPARTMENT
36
ADA compliant curb access ramps with truncated domes shall be
Public Works,
constructed at the intersection of Brookhurst Street on both sides of the
Development Services
private street in conformance with Public Works Standard Detail 111 -3.
37
All required WQMP items shall be inspected and operational.
Public Works,
Development Services
38
All required public street, landscaping, irrigation, sewer and storm drain
Public Works,
improvements shall be constructed prior to final building and zoning
Development Services
inspections and are subject to review and approval by the Construction
Services inspector.
39
The legal property owner shall record in the Official Records of the
Public Works,
County of Orange a covenant satisfactory to the Director of Public
Development Services
Works requiring the property owner to maintain operational the
designated permeable and infiltration on -site areas until such time as the
Director of Public Works determines that the City's storm drain is no
longer deficient.
40
Mature evergreen trees shall be planted along the perimeter of the
Planning Department
property and common recreational areas in order to screen visibility from
third story windows into the backyards of adjacent single family
residential properties as shown on the submitted plans.
ON -GOING DURING PROJECT OPERA TIONS
41
Any Graffiti painted or marked upon the premises or on any adjacent
Police Department
area under the control of the licensee shall be removed or painted over
within 24 hours of being applied.
42
Gated entryways are not permitted without obtaining appropriate permits.
Public Works, Traffic
A vehicle turnaround area outside of the gates would be required.
Engineering
GENERAL
43
The subject Property shall be developed substantially in accordance with
Planning Department,
plans and specifications submitted to the City of Anaheim by the
Planning Services
applicant and which plans are on file with the Planning Department, and
Division
as conditioned herein.
44
Conditions of approval related to each of the timing milestones above shall
Planning Department,
be prominently displayed on plans submitted for permits. For example,
Planning Services
conditions of approval that are required to be complied with prior to the
Division
issuance of building permits shall be provided on plans submitted for
building plan check. This requirement applies to grading permits, final
maps, street improvement plans, water and electrical plans, landscape
irrigation plans, security plans, parks and trail plans, and fire and life
safety plans, etc.
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NO.
CONDITIONS OF APPROVAL
RESPONSIBLE
DEPARTMENT
45
The applicant is responsible for paying all charges related to the
Planning Department,
processing of this discretionary case application within 30 days of the
Planning Services
issuance of the final invoice or prior to the issuance of building permits
Division
for this project, whichever occurs first. Failure to pay all charges shall
result in delays in the issuance of required permits or may result in the
revocation of the approval of this application.
46
The Applicant shall defend, indemnify, and hold harmless the City and
Planning Department,
its officials, officers, employees and agents (collectively referred to
Planning Services
individually and collectively as "Indemnitees ") from any and all claims,
Division
actions or proceedings brought against Indemnitees to attack, review, set
aside, void, or annul the decision of the Indemnitees concerning this
permit or any of the proceedings, acts or determinations taken, done, or
made prior to the decision, or to determine the reasonableness, legality or
validity of any condition attached thereto. The Applicant's
indemnification is intended to include, but not be limited to, damages,
fees and /or costs awarded against or incurred by Indemnitees and costs of
suit, claim or litigation, including without limitation attorneys' fees and
other costs, liabilities and expenses incurred by Indemnitees in
connection with such proceeding.
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