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Item 6ECITY OF SOUTHLAKE Department of Planning & Development Services STAFF REPORT February 26, 2014 CASE NO: ZA13-135 PROJECT: Zoning Change & Concept/Site Plan for Kimball Park EXECUTIVE SUMMARY: MDP Southlake is requesting approval of a Zoning Change and Concept/Site Plan from S-P-2 Generalized Site Plan District to S-P-2 Generalized Site Plan District for Kimball Park on property described as Tracts 3A1A and 3A2A, Thomas Mahan Survey, Abstract No. 1049, City of Southlake, Tarrant County, Texas and located at 400 and 470 N. Kimball Ave., Southlake, Texas. Current Zoning: S-P-2 Generalized Site Plan District. Requested Zoning: S-P-2 Generalized Site Plan District. SPIN Neighborhood # 4. REQUEST DETAILS: The applicant it requesting approval of a Zoning Change and Concept/Site Plan from S-P-2 Generalized Site Plan District to S-P-2 Generalized Site Plan District for Kimball Park to develop a four-story, 175 room Cambria Suites hotel, a three-story, 96,000 square foot office building, restaurant, coffee shop and retail uses, and one open space lot on approximately 15.5 acres. Concept Plan approval is requested for the entire site and Site Plan approval is requested for the hotel and open space lots only. 1VIANFill kIs] ;I REQUESTED:1) The driveways do not meet the minimum required stacking depth of 150'. Approximately 17.6' of stacking depth is shown on the N. Kimball Ave. driveway and 34.2' of stacking depth is shown on the S.H. 114 driveway. 2) Subdivision Ordinance No. 483, Section 8.01(A), as amended, requires that every lot front on a public or a private street. A variance is requested to allow the lots to be configured as shown on the Concept Plan. City Council approved the item (6-1) at their February 18, 2014 meeting subject to the following stipulations: approval of requested variances —driveway stacking depth and Subdivision Ordinance regarding the public and private street access that will be configured as shown on the Concept Plan; Concept Plan Review Summary No. 3, dated February 11, 2014; understanding that applicant must come forward before the second reading with the following matters to be appropriately detailed and discussed: 1. Detailed entry feature on front southeast corner of the hotel, which may include fountains, landscape islands and detailed renderings of such, 2. Regarding Lot 6, a detailed landscape plan showing how that can be Case No. ZA13-135 incorporated with the federal requirements to not disturb the floodway, 3. Discussion of the property owners agreement and how that may work regarding the project, 4. Detailed floor plans, more specifically the first floor and within that floor plan a detail of the outdoor public spaces and how those will be incorporated into the hotel, 5. Also regarding Lot 6, noting what can be manicured to the extent to provide for periodic maintenance within the floodway in connection with Lot 6 landscape detail and provide detailed plant material for entire project, and 6. Detailed renderings for convention center from the Kimball approach which would also include traffic circle. The applicant will address these issues and present the requesting plan revisions and details at the March 4, 2014 City Council meeting. The half-size plans included in the packet are the plans that were presented at the February 18, 2014 meeting. If any revised plans are submitted before the Council meeting, they will be e-mailed to Council members as soon as they are received. ACTION NEEDED: 1) Conduct a public hearing 2) Consider 2nd reading approval of a Zoning Change and Concept/Site Plan ATTACHMENTS: (A) Background Information (B) Vicinity Map (C) SPIN report dated January 6, 2014 (D) Plans and Support Information — Link to PowerPoint Presentation (E) Revised Concept/Site Plan Review Summary No. 3, dated February 26, 2014 (F) Surrounding Property Owners Map and Responses (G) Ordinance No. 480-657 (H) Half Size Plans (for Commission and Council Members Only) STAFF CONTACT: Ken Baker (817) 748-8067 Richard Schell (817) 748-8602 Case No. ZA13-135 BACKGROUND INFORMATION .•��i�lII :7/e1» [ae1���►�I�]�Y•r[ii1F1T PROPERTY DESCRIPTION: Tracts 3A1A and 3A2A, Thomas Mahan Survey, Abstract No. 1049 Wet kill 1XIR11 Alaelill *1101:�'/>•►�It' 1� -' CURRENT ZONING: "S-P-2" Generalized Site Plan District REQUESTED ZONING: "S-P-2" Generalized Site Plan District HISTORY: A Zoning Change and Concept/Site Plan (ZA12-067) from 1-1" Light Industrial District to "S-P-2" Generalized Site Plan District for Victory Lane was approved by City Council on September 4, 2012. SOUTHLAKE 2030 PLAN Consolidated Land Use Plan The underlying land use designation of this property is "Mixed Use". The proposed office development is consistent with the recommended scope of uses under the "Mixed Use" land use designation: Typically, the Mixed Use designation is intended for medium- to higher -intensity office buildings, hotels, commercial activities, retail centers, and residential uses. Nuisance -free, wholly enclosed light manufacturing and assembly uses that have no outdoor storage are permitted if designed to be compatible with adjacent uses. Other suitable activities are those permitted in the Public Parks/Open Space, Public/Semi-Public, Low Density Residential, Medium Density Residential, Retail Commercial, and Office Commercial categories previously discussed. Scale and Context Criteria: General: o Buildings and their pedestrian entrances are to be oriented towards internal streets. o Larger -format retail uses (with footprints larger than 40,000 s.f.) shall be located adjacent to the arterial or highway with pedestrian entrances from internal streets. Retail and Office uses: o Pedestrian -oriented or automobile -oriented. Hntal ii-p- o Hotel uses should be full -service hotels at market -driven locations, primarily in the S.H. 114 Corridor. Full -service, for the purposes of this plan, shall be hotels that include a table -service restaurant within or directly attached to the hotel. Other services or amenities tvoically included would be bell service and room service. as well as available Case No. Attachment A ZA13-135 Page 1 meeting space. o The desire is to approve hotels adeauate to support market -driven commerce in the City, paying attention to the product mix such that the hospitality services in the area are complementary to one another. Open space: o Consider environmental elements as "features," rather than constraints. o Emphasis shall be placed on preservation of existing wooded areas and stream corridors. o Avoid channeling or piping of streams. o Streams or creeks should become a focal point rather than the rear of the development. o Provide natural walking paths along stream and creek corridors. o Well designed and integrated open spaces are critical to the creation of successful mixed -use neighborhoods. o Open spaces should be designed to add value to proposed development and not as an "after -thought". To that end, open spaces should maximize frontage along residential and office uses. Open spaces shall occupy a prominent place in the development of a neighborhood and form the center pieces of a community. o Open spaces are intended to be the "front -yards" and invite passive recreational activities. Open spaces may be in the form of pocket parks, children's play areas, squares, linear greens, and conservation areas. o Use the topography as an advantage, do not flatten the site. o Preserve views. Overall Character and Design: • Buildings are to be designed to be pedestrian friendly. • Buildings shall have shallow setbacks and sidewalks that are a minimum of 10'. Buildings are to be oriented towards other buildings (across the street) or towards open spaces. Minimize the impact of surface parking. Mix up land uses to maximize shared parking. Pathways Master Plan & Sidewalk Plan The Pathways Master Plan Sidewalk Plan shows an 8' multi -use trail planned along the north side of E. S.H. 114 and a <8' sidewalk along the west side of N. Kimball Ave. The Pedestrian Access Plan shows the required 8' multi -use trail along the north side of E. S.H. 114 and the sidewalk along the west side of N. Kimball Ave. was constructed with the recently completed construction of N. Kimball Ave. On street bike lanes are planned on E. S.H. 114 and on N. Kimball Ave. I ZAI ki1'i 101:4IFeII I Is] 01 ASSESSMENT: Master Thoroughfare Plan & Median Plan The Master Thoroughfare Plan shows N. Kimball Ave. to be a four -lane divided arterial with 88' of right-of-way. The street was recently widened to its ultimate cross-section. There is a median break at the driveway onto N. Kimball Ave. The southern driveway to the property will be onto the westbound frontage road of E. State Hwy. 114, which has three lanes. Case No. Attachment A ZA13-135 Page 2 Traffic Impact Seethe Traffic Impact Analysis Executive Summary and a link to the entire TIA in Attachment D of this report. WATER & SEWER: The proposed development will be served by a 12" water line and a 12" sewer line in N. Kimball Ave. Lot 2 will connect to an existing 10' sewer line in S.H. 114 to the east of the property and that sewer line will be extended to the southwest corner of Lot 2. The sewer line in Lot 1 will also be stubbed out to the western property line. TREE PRESERVATION: The proposed Tree Conservation Plan proposes to preserve the same existing trees as the previous Victory Lane development except for one additional 8" Sweet Gum tree is proposed to be removed. For property sought to be zoned S-P-2 Generalized Site Plan District, the City Council shall consider the application for a Conservation Analysis or Plan in conjunction with the corresponding development application. The Planning and Zoning Commission shall review the application and make a recommendation to the City Council regarding the application. CITIZEN INPUT/ BOARD REVIEW: A SPIN meeting for this project was held January 6, 2014. A summary of that meeting is included in Attachment C of this staff report. PLANNING AND ZONING COMMISSION: January 9, 2014; Tabled to the January 23, 2014 P&Z meeting. January 23, 2014; Tabled to the February 6, 2014 P&Z meeting. February 6, 2014; Approved (5-0) subject to Revised Concept/Site Plan Review Summary No. 2 and Staff Report dated January 31, 2014, approving the two variances requested: 1) The driveways do not meet the minimum required stacking depth of 150'. Approximately 17.6' of stacking depth is shown on the N. Kimball Ave. driveway and 34.2' of stacking depth is shown on the S.H. 114 driveway and 2) Subdivision Ordinance No. 483, Section 8.01(A), as amended, requires that every lot front on a public or a private street. A variance is requested to allow the lots to be configured as shown on the Concept Plan and noting the applicants willingness to address the following: 1) the entrance to the hotel on the southeast corner of the hotel, 2) the parking and landscaping on the east side of the hotel 3) the design and layout of the retail/restaurant component around the circle with the potential for patio space on the southern side of the building as well as the northern side, 4) clarify renderings of the hotel 5) refine the renderings to more closely resemble the materials anticipated being used, 6) place the fountain in the renderings and 7) add pedestrian access from the hotel to the green space on the southeast portion of the lot. CITY COUNCIL: February 18, 2014; Approved at 1st reading (6-1) subject to the following stipulations: approval of requested variances —driveway stacking depth and Subdivision Ordinance regarding the public and private street access that will be configured as shown on the concept plan; concept plan review summary No. 3, dated February 11, 2014; understanding that applicant must come forward before the second reading with the following matters to be appropriately detailed and discussed (1) detailed entry feature on front Case No. Attachment A ZA13-135 Page 3 southeast corner of the hotel, which may include fountains, landscape islands and detailed renderings of such, (2) regarding Lot 6, a detailed landscape plan showing how that can be incorporated with the federal requirements to not disturb the floodway, (3) discussion of the property owners agreement and how that may work regarding the project, (4) detailed floor plans, more specifically the first floor and within that floor plan a detail of the outdoor public spaces and how those will be incorporated into the hotel, (5) also regarding Lot 6, noting what can be manicured to the extent to provide for periodic maintenance within the floodway in connection with Lot 6 landscape detail and provide detailed plant material for entire project, and (6) detailed renderings for convention center from the Kimball approach which would also include traffic circle. STAFF COMMENTS: Attached is Revised Concept/Site Plan Review Summary No. 3, dated February 26, 2014. Case No. Attachment A ZA13-135 Page 4 Vicinity Map Kimball Park 2244 2237 G Q ry`\� N 2 J ry J m m 2420 2200 20 zzasREENB .. =�T N 2417 2419 o 22012205 2090,`L` O z 2426 2504 504 2503 2505 cn cn A z W V V Q O O 414 A 191D v � No m 1g20 1940 198 2000 U o 0 2100 2110 2120 2150 2300 2354 2.540 State Hwy 114 0 O 2110 "a Si 2120 250 270 `n Cu � N z 260 W U W No 0 ZA13-135 Zoning Change and Concept/Site Plan \\\ 0 400 800 1,600 Feet s Case No. Attachment B ZA13-135 Page 1 USOUTHLA14,'E SPIN MEETING REPORT CASE NO. ZA13-135 PROJECT NAME SPIN DISTRICT: MEETING DATE: MEETING LOCATION: TOTALATTENDANCE Kimball Park SPIN # 4 January 6, 2014; 6:00 PM 1400 Main Street, Southlake, TX City Council Chambers Twenty-two (22) • SPIN REPRESENTATIVE(S) PRESENT: Vic Awtry #7 • APPLICANT(S) PRESENTING: Jeff Medici and 3 others • STAFF PRESENT: Patty Moos, Planner I STAFF CONTACT: Richard Schell, Planner 11: (817)748-8602 or rschell(Qci.southlake.tx.us EXECUTIVE SUMMARY Property Situation • The property is located at 400 N. Kimball Avenue (the northwest corner of SH 114 and N. Kimball Avenue). The plan presented at SPIN: 77 r i. I`•"- i�+�i, wl�ri•� a W_ Case No. Attachment C ZA13-135 Page 1 Kimball Avenue Entrance Hotel Site Hotel East Facade Case No. Attachment C ZA13-135 Page 2 ■1 Mi i1�u ��mini ■1 i ■1 1E. ■1 1�� 1�, n:,1� _ milli � ' LI � 11�111111111111 I! ' . U�m Mimbali Park Cambria Suites Hotel 5 TES f" A Pool and Patio Development Details: • 15.5 acres • Entrances off SH114 and N. Kimball Avenue • 175 suite, 4 story hotel (upscale rating) with conference rooms, ballrooms, pool, full service, and fitness area. • Room size average 405 sf • Shuttle to Town Square • Phase I will be drives, hotel and drainage/park improvements • Masonry for hotel near 100% masonry • Other phases will include 2 restaurant pads, 1 fitness/health/restaurant pad, and 1 office (96,000 sf) building(s) pad to be developed at a later date • Circular drop-off feature on interior drive • Drainage are to be improved for park area with above ground detention • Shared parking agreements for entire development • Delivery and trash pick-up times limited QUESTIONS / CONCERNS Did the hotel location move from the proposed hotel in 2012? The layout moved north a short distance and the layout is compressed from the original concept. Why did you set the hotel back off SH 114 and not along the frontage road? The hotel was set back to allow parking in the front of the entrance and the area along the frontage road was too narrow to site the hotel. The location also allows for the circular drive, office building, and restaurant/health building to tie together. Did the SH 114 restaurant location move? No, it is in the same location. Comment: The entrance from SH114 seems hidden. There will be a sign along the SH114 entrance. Will there still be a sewer tap on the west side of the property for the newly constructed office building to tie into as required by the City? Yes, the sewer can tie into this location. Case No. Attachment C ZA13-135 Page 4 How wide are the drives and can they be wider? Parking lots are 24' wide and drive is 26' wide. We can look at widening the drives. Are you required by TOOT to provide a decel lane? The TIA and TxDOT do not require the decel lane. What variances are being requested with this development? Stacking depth at entry drive and private drive with lots fronting on private drive Who will maintain the private drives? The development owners association will maintain the private drives. Are you buying the metal buildings along N. Kimball Avenue? No. What happened to the Embassy Suites hotel and does this hotel have suites? The hotel has changed and the hotel is all suites. The suites are separated by partitions and some have separate rooms. Is there a restaurant in the hotel? Yes. What types of restaurants are on the property? 3 potential restaurants: sit down restaurant on SH 114 frontage, drive thru, and spa/wellness/restaurant Comment: Drive thru restaurant needs to have enough stacking depth in drive thru lane. Meeting presentation adjourned at 7:15 pm SPIN Meeting Reports are general observations of SPIN Meetings by City staff and SPIN Representatives. The report is neither verbatim nor official meeting minutes, rather it serves to inform elected and appointed officials, City staff, and the public of the issues and questions raised by residents and the general responses made. Responses as summarized in this report should not be taken as guarantees by the applicant. Interested parties are strongly encouraged to follow the case through the Planning and Zoning Commission and final action by City Council. Case No. Attachment C ZA13-135 Page 5 DA&ms February 11, 2014 S-P-2 REGULATIONS Kimball Park Proposed Permitted Uses and Development Regulations for "S-P-2" Zoning Permitted Uses: This property is divided into six lots. Lot 1, consisting of 3.59 acres, shall include the permitted uses as found in the "HC" Hotel District, Lot 3 shall include permitted uses found in the "0-2" Office District and Lots 2, 4, and 5 shall include the permitted uses as found in "C-2" Local Retail Commercial District of Zoning Ordinance No. 480, as amended, with the following exceptions: Lot 1: "HC" Hotel District uses to also include: • Restaurant and bar which are accessed from an interior lobby • Conference Center totaling 8,380 square feet of meeting and support space Lot 2, 4 & 5: "C-2" Local Retail Commercial District uses limited to: • Restaurant (Bar is a permitted accessory use) • Coffee Shop/ Restaurant with Drive-Thru Service (excludes fast food) • Retail • Health & Well Being businesses (massage therapy, fitness, health related products) • Spa Lot 3: "0-2" Office District uses to also include: • Multi -story office buildings up to 3 above grade floors Lot 6: Open Space lot with natural vegetation, existing creek channel, new plantings and detention area. Primary area will serve as a drainage easement. Development Regulations: This property shall be subject to the development regulations for the "HC" Hotel District for Lot 1, the "C-2" Local Retail Commercial District for Lot 2, 4 & 5, and "0-2" Office District for Lot 3 and all other applicable regulations with the following exceptions: • Parking agreements will be in place prior to permitting to satisfy the combined parking requirements for the development. Required parking will be as shown on plan. • To facilitate a contiguous development, buffer yards will not be required along internal boundary lines. • Given the long runs along portions of the fagade, an overuse of building articulations will distract from a more stream -lined architectural intent. For this reason, articulation will be as shown on the architectural site plan, conceptual floor plans, and exterior elevations. Articulation will be dimensioned on the floor plans for clarity. 910 S. Kimball Avenue • Southlake, Texas 76092 817.328.3200 • FAX 817.328.3299 TBPEReg. No. F-1002; www.adams-engineering.com Case No. Attachment D ZA13-135 Page 1 rGliLiPii� • Delivery to the property will be scheduled and limited to occur between the hours of 7:00am — 7:00pm daily and trash pick-up will be limited to occur between the hours of 7:00am — 7:00pm Monday — Saturday (must conform to the Contract for Residential and Commercial Refuse and Collection). • The western property line adjacent to the multi -family residential lots will be screened with a vegetated screening of. existing plant material, required plantings within the buffer and additional large shrubs and accent trees planted within the buffer yard. Plantings consisting of both existing and new plant material will achieve a solid screening to 8' in height and will be shown on the landscape plan. • Loading zones are positioned within each lot as shown on plan and in the site data summary chart. • As in internalized development with a shared common access easement and parking the building lines will be allowed as shown on plan. • Vary from each lot fronting a right-of-way to allow the lot configuration as shown on plan • Stacking depths at both the Kimball and Hwy 114 entrance allowed by approval of the attached Variance Request letter. • With the close proximity of the proposed buildings and cross parking layout impervious calculations will vary to allow for an overall impervious area of 70%. Use and Operation The project overview entails a hotel and office development with an out parcel fronting on SH 114 and two internal parcels that will be developed into a mixture of uses to include restaurant, retail, health & well-being and coffee shop with drive-thru. The following is a lot by lot breakdown with the primary emphasis on the Lot 1 Site Plan. Lot 1 (Site Plan Application) Site plan proposes a Cambria Suites `all -suites' hotel with an upscale rating according to Smith Travel Research. Indoor services/ uses to include: • Restaurant with lounge • Bar with on -site alcohol consumption • 175 guest suites (table indicating unit mix and square footages is at the end of this narrative) • Ballroom with partitions for a capacity of 264 people • Administrative office space • Retail sundry space • Conference Center containing 5,100 square feet of meeting space • Business Center • 1,995sf Fitness Center Proposed outdoor services/ uses to include (it should be noted that all patios are interconnected): • Patio containing leisure area with pool, • Patio containing fireplace and dining • Roll -out bar service • Patio for Conference Center spill out • Shuttle service to points of interest 910 S. Kimball Avenue • Southlake, Texas 76092 817.328.3200 0 FAx 817.328.3299 TBPEReg. No. F-1002; www.adams-engineering.com Case No. Attachment D ZA13-135 Page 2 9Adams Exterior Design of the Proposed Cambria Suites Hotel The proposed hotel is four (4) stories in height and totals approximately 118,315 square feet. The footprint of the building is approximately 31,840 square feet, and is 47'-5" to the top of the primary parapet and 59'-3" to the top of the tower structure. The brand highlights of the building design include an identification tower adjacent to the hotel lobby entrance. This tower is meant to identify the property as a Cambria Suites from all access points to the site including when approaching the development from the airport. The base of the tower contains a double height hotel lobby while the upper floors contain two -bedroom suites and executive suites. Arrival to the hotel is also signified by a contemporary Porte Cochere which contains an expressive cantilevered structural system consisting of brick piers and a metal clad curved canopy anchored in place by cable stanchions. The exterior finish materials of the building include simulated stone, brick, stucco, and glass. The simulated stone will be used primarily at the ground floor and at the base of the tower. Its characteristics include a `limestone' coursing (common bond), a rough textured finish, and a`buff color. Instances of ceramic tile are proposed within large concentrations of the stone finish. The ceramic tile areas will contain a mosaic of the three colors found in the Cambria Suites logo. Brick masonry is proposed for the two floors above the ground floor on elevations which face State Route 114 to the south and Kimball road to the east. The brick field color will be a mix of red and brown tones primarily stacked in a common bond. At the brick details such as the column pilaster surrounds as well as soldier courses located at window heads and at the top of the brick portion of the wall, the brick will be one color from the field color. This subtle color variation is intended to highlight supplemental levels of detail within the brick field color. The brick will wrap the corners from these elevations and terminate at inside corners. At the top floor as well as the second and third floors on all non -street facing elevations (north and west), a stucco finish is proposed. Two colors will be utilized: a light tan for the middle of the building and a darker tan for the upper floor and upper half of the tower. Summary of use and operations — Cambria Suites Hotel: The developer proposes to develop a Cambria Suites hotel. The proposed hotel is programmed to have 175 guest suites, a 8,380 square foot Conference Center containing 5,100sf of meeting space, restaurant and bar, fitness center, and pool. The restaurant/ bar operation will consist of a 1,900sf primary dining / lounge space and utilize the outdoor courtyard on select occasions. The restaurant and bar will primarily service hotel guests and adjacent office building tenants, although it will be open to the public as well. A 1,200sf kitchen is positioned in the floor plan to efficiently service the dining area as well as to service the meeting rooms. In addition the hotel courtyard will be well appointed for both a relaxing and vibrant atmosphere with a pool, fireplace and periodic live entertainment. Hotel hours of operation: - Food Service / Restaurant typically opens at 6:00am and closes no later than 11:00pm, 7 days a week. - Bar Service typically opens at 10:00am and closes no later than 2:O0am Mon -Sat; typically opens at 11:00am and closes no later than 2:00am on Sunday. - Live Music will end no later than 12:00am, 7 days a week. - Outdoor Speakers — sound system will be shut off no later than 12:00 am and any outdoor music will be discontinued no later than 12:00 am, 7 days a week. 910 S. Kimball Avenue • Southlake, Texas 76092 817.328.3200 0 FAx 817.328.3299 WE Reg. No. F-1002; www.adams-engineering.com Case No. Attachment D ZA13-135 Page 3 9Adams The proposed conference space is included in the footprint of the hotel and is programmed primarily to host group events such as corporate meetings and social events. The meeting space will have a prominent second entrance for access from the adjacent office buildings. The proposed ballroom is 4,320 square feet and has a programmed capacity of 264. The ballroom will have a large conference patio that connects to the pool area and fire pit. The room is divisible into three break-out rooms of 1,440 square feet each. The program also includes a break-out meeting room containing 468 square feet and has a capacity of 32. The program also includes a board room containing 288 square feet and has a capacity of 10. Operationally the hotel will be able to host all size corporate events with activities, leisure, banquets, break-out meetings, dining and lodging. For non -corporate or smaller events the facilities will be available by reservation to rent the ballroom and meeting rooms. Conference space hours of operation: - Normal hours (corporate events) — 9:00am-9:00pm Mon -Sat/ 11:00am-7:00pm Sun - Special event hours — 7:00am-2:00am Mon -Sat/ 11:00am-11:00pm Sun Lot 2 Concept plan proposes an out -parcel lot for a restaurant. • Concept plan is intended to show scale of what can fit on the out -parcel in accordance with the Comprehensive Zoning Ordinance and the SH 114 Corridor overlay. Site data for what is shown in the concept consists of a single story 10,000sf footprint and 63 parking spaces. Also shown is an outdoor waiting area with bar service. • Ultimate site plan will consist of what fits within the parameters of the Comprehensive Zoning Ordinance and the SH 114 Corridor Overlay but should generally conform to the concept plan. • Development will be a restaurant. • Majority of parking requirements shall be provided on -site and the remaining will be subject to a combined parking agreement with the other lots within the development. • Restaurant will have the ability to include an outdoor waiting area with bar service and limited seating. • A 15 X 25 sign easement as shown on the site plan will run with the sale of the property. • The fire lane illustrated along the Lot 2 boundary line and access point to the main entry drive will remain as shown on the Site Plan. Lot 3 Concept plan proposes the development of a three-story office development • Concept plan is intended to show scale of what can fit on the proposed lot with structure and parking in accordance with the Comprehensive Zoning Ordinance. Site data for what is shown in the concept consists of a three story office building with a 32,000 footprint for a total of 96,000sf and 326 parking spaces. • Ultimate site plan will consist of what fits within the parameters of the Comprehensive Zoning Ordinance but should generally conform to the concept plan. Lot 4 Concept plan proposes the development of a restaurant/ coffee -shop with drive-thru. • Concept plan is intended to show scale of what can fit on the proposed lot in accordance with the Comprehensive Zoning Ordinance. Site data for what is shown in the concept consists of a single story 4,500sf footprint and 52 parking spaces. Also shown is a dedicated drive-thru lane. • Any restaurant use will exclude fast-food franchises. 910 S. Kimball Avenue • Southlake, Texas 76092 817.328.3200 • FAx 817.328.3299 TBPE Reg. No. F-1002; www.adams-enginee?ing.com Case No. Attachment D ZA13-135 Page 4 • Ultimate site plan will consist of what fits within the parameters of the Comprehensive Zoning Ordinance but should generally conform to the concept plan. Lot 5 Concept plan proposes the development of a restaurant/ retail building. • Concept plan is intended to show scale of what can fit on the proposed lot in accordance with the Comprehensive Zoning Ordinance. Site data for what is shown in the concept consists of a single story 6,575sf footprint and 56 parking spaces. Also shown is ample space for outdoor dining and plaza space. • Development is conceptually proposed to be a single or multi -tenant structure with uses relative to restaurant, retail and/or health and well-being. Possible health and well-being uses could consist of massage therapy, fitness, spa and health related products and services. • Ultimate site plan will consist of what fits within the parameters of the Comprehensive Zoning Ordinance but should generally conform to the concept plan. • Majority of parking requirements shall be provided on -site and the remaining will be subject to a combined parking agreement with the other lots within the development. Phasing Intent PhasingIntent ntent It is the intent of the developer to move forward with construction documents for the hotel immediately upon Site Plan approval from Council. The entirety of all elements shown on Lot 1 will be part of the construction package and bidding as will the primary drive aisle loop from Hwy 114 to Kimball Ave and the POA lot which includes the detention. The fire lane that is split by the Lot 2 boundary and Lot 3 boundary will be built as well. Lots 2-5 will come on-line as each lot is put under contract. It is unknown at this time what the order of take -down will be. Lot 1 Parking Analysis (Hotel): Parking as shown on the plan includes 215 spaces within Lot 1 and 497 spaces within Lot 2-5 for a total of 709 spaces. Required parking for Lot 1 per the City of Southlake ordinance was calculated as follows: - 175 rooms @ 1 per room =175 spaces - Additional provided for accessory uses = 36 spaces - Bar/ Restaurant (accessory use to the hotel) @ 1/100sf X 1900sf = 19 spaces (25% of spaces required are additional to the hotel use = 5 spaces. The balance 75% is accessory to the hotel and no additional spaces to those allocated to guestrooms are proposed) - Meeting space (accessory use to the hotel) @ 1/ 3 seats X 306 seats = 102 required spaces (assumes 15sf per person @ 5,400 sf); 25% of spaces required are additional to the hotel use = 102 X .25 = 26 spaces. The balance 75% is accessory to the hotel and no additional spaces to those allocated to guestrooms are proposed) - Total spaces required =175 + 5 + 26 = 206 Lot 1 Total = 212 provided spaces 910 S. Kimball Avenue • Southlake, Texas 76092 817.328.3200 0 FAx 817.328.3299 TBPEReg. No. F-1002; www.adams-engineeiing.com Case No. Attachment D ZA13-135 Page 5 & 7 \ f \ § / - � 2 � } � � ` ~ k } A [ e4 _ M m f § § d / § q § § § § \ � J } 2 ƒ In k / © © § 2 n 2 § E § ( § ) \ § 2 � z � r k � / k ) 0 § IL � ! / \ 2 2 } k § \ , R Case No Attachment D Za13-135 Page 6 VARIANCE REQUEST LETTER DAdms January 3, 2014 City of Southlake Department of Planning & Development Services 1400 Main Street, Suite 310 Southlake, TX 76092 Re: Request for Variances Kimball Park Addition Lots 1 thru 6 ACEI Project No: 2012.156 This request for variances is to address lot frontage on a public or private street and the stacking distance at driveways into the property. The Southlake Ordinance No. 483, Section 8.01(A) requires that every lot front on a public or private street. As a contiguous development that extends deep off of Hwy 114 and will have a mixture of uses on individual lots it is requested that a variance be granted to allow the lot configuration as shown on plan. The Southlake Driveway Ordinance No. 634 requires a stacking depth of 150 feet from the adjacent R.O.W. to the nearest parking stall or intersecting drive lane pavement edge within the property. The adjoining parcels along Kimball Ave. and Hwy 114 are controlling the location of the cross access intersection and thus setting the stacking distance. Refer to the site plan submitted to illustrate both driveways and common access points. The adjacent property along Hwy 114, Lot 7R, Block 1 Mesco Addition, was approved by the City of Southlake zoning case ZA96-109. The concept plan in this zoning case includes a common access driveway/easement approximately 34 feet outside the HWY 114 R.O.W. The Kimball Park site plan allows for approximately 34 feet of stacking distance in the driveway from HWY 114 due to this approved common access driveway. The adjacent property along Kimball Ave., Lot 1, Block 1 Mesco Addition, has two existing drives paralleling Kimball approximately 17 feet and 102 feet outside the Kimball R.O.W. The Kimball Park site plan allows connection to both of these existing drives which forces a stacking distance less that the required 150 feet. We herein request a lot fronting on public or private street variance and a driveway stacking distance variance for both Kimball Park driveways. Thank you for your time and consideration regarding this issue. Please do not hesitate to contact us regarding any questions. Sincerely, J IL Jimmy Fechter, RLA Project Manager Adams — Engineering and Development Consultants 910 S. Kimball Avenue • Soulhlake, Texas 76092 817.328.3200 • FAx 817.328.3299 WE Reg. No. F-1002, irwii,.odains-engineeri?rg.com Case No. Attachment D ZA13-135 Page 7 CONCEPT PLAN f sHHEUAIA� I I o-, II Ac g _ 1E 51 Acres Build HQ SF 23 ]225F l OR F locr 30000 SF Z HOTEL �m 1 s too RE. Case No. ZA13-135 Attachment D Page 8 TRAFFIC IMPACT ANALYSIS EXECUTIVE SUMMARY (LINK TO TIA) Executive Summary Halff Associates, Inc. (Halff) conducted a Traffic Impact Analysis (TIA) for Adams Engineering related to the proposed commercial development located in the northwest quadrant of SH 114 and Kimball Avenue in Southlake, Texas. This TIA report is an update to the report and analysis previously prepared in June of 2012. The site is approximately 14 acres in size and is being redeveloped to include office and restaurant uses and a hotel with approximately 175 rooms. There is also a small pad site on the southwest comer that is proposed to be a high quality sit-down restaurant facility. Halff used standard transportation engineering practices in conducting the TIA for the proposed development. The TIA examined the projected impacts of the development on the three development driveways and the following intersections: Kimball Avenue at westbound SH 114 frontage road Kimball Avenue at eastbound SH 114 frontage road Study scenarios include the following: Existing conditions Build -out conditions Five years after build -out The resulting trip generation totals (combined trips in and out) are 399 trips in the AM peak, 476 trips in the PM peak, and 5,294 trips over a 24-hour period. Halff believes these trip generation numbers to be a worst case scenario for the proposed development. Given the location and the proposed uses, it is anticipated that 50 percent of the traffic will be to and from the east using SH 114 and the frontage roads. Another 25 percent will be to and from the west along SH 114 and will mainly use the Texas U-turn under the freeway main lanes. The remaining 25 percent is split between the north and south directions along Kimball Avenue. The assumed split is 10 percent to and from the south and 15 percent to and from the north. For the scenarios with the development in place the background traffic was increased by applying an annual growth rate of 3.0 percent. Build out of the development was assumed to occur in the year 2014. The results of the study show that the impacts of traffic related to the proposed development to the existing system are minimal. The proposed driveway on Kimball Avenue and on the westbound SH 114 frontage road will operate at a LOS ranking of B or better during the weekday AM and PM peak hours in both the year 2014 and 2019. The signalized intersections at Kimball Avenue and the SH 114 frontage roads will continue to operate at a LOS of C or better during the AM and PM peak hours in the year 2019 with the exception of the westbound frontage road, which just crosses the threshold (3.1 seconds above the threshold of 35.0 seconds) for a LOS ranking of D in the PM peak for both the year 2014 and the year 2019. ■; HALFF Case No. Attachment D ZA13-135 Page 9 Commercial Development December 19, 2013 Southlake, Texas AVO 29858 Halff recommends construction of the proposed driveway on the westbound frontage even though the recommended spacing is not fully met. The proposed location of the driveway has maximized the spacing from adjacent drives based on the location of the TxDOT control of access. Although the right turn volume at the proposed frontage road driveways exceeds the threshold for consideration of right -turn deceleration lane, Halff does not believe a right -turn deceleration lane is necessary, due to the low frontage road volumes for a three lane facility, limited right-of-way, and given that most of the frontage road traffic will be in the left most lane to access downstream entrance ramp. ■; HALFF Case No. Attachment D ZA13-135 Page 10 Lee Engineering Review of Traffic Impact Analysis Case No. Attachment D ZA13-135 Page 11 73030 LBJ FREEWAY SUITE 1660 DALLAS, TX 75234 972-248-3006 www.LeeEnginee(ing.com awii rnana:vinc January 13, 2014 Mr. Steven Anderson, P.E. City of Southlake 1400 Main Street, Suite 320 Southlake, Texas 76092 Re: Hotel/Office/Restaurant Development - Traffic Impact Analysis Review Dear Mr. Anderson: Per your request, we have reviewed the traffic engineering study for the proposed Hotel/Office/Restaurant development prepared by Halff Associates, Inc and dated December 19, 2013. The proposed development is located to the west of Kimball Avenue and north of the SH 114 westbound frontage road in Southlake, Texas. The development has a proposed driveway to Kimball Avenue and to SH 114 frontage road. We offer the following comments on the submitted traffic impact analysis: • The site plan of the TIA indicates that the land use is a hotel 175 rooms, a quality restaurant of 10,000 square feet, 96,000 square feet of office space, 4,500 square feet of coffee shop restaurant, and 6,575 square feet of retail/restaurant/health & well-being. The proposed development is planned for operation in 2014. The trip generation estimates were developed using the following land uses: hotel 310, office 710, quality restaurant 931, and high turnover sit down restaurant 931. The uses and sizes of the hotel, office, and quality restaurant appear reasonable based on the site plan. The calculations for these uses is correct as well. o Land use 932, high turnover sit down restaurant was applied to the two remaining buildings on the site — the 4,500 square feet of coffee shop restaurant, and 6,575 square feet of retail/restaurant/health & well-being. The site plan depicts the building designated as a coffee shop restaurant as having a potential drive through window. If this is the case, ITE land use 937 Coffee/Donut Shop with Drive -Through Window is likely the more reasonable land use. This use has significantly higher trip generation characteristics than the high turnover restaurant. During the AM peak period the 4,500 building would be predicted to generate over 400 more trips as a coffee shop with drive through than as a high turnover restaurant. ■ Additional information on the planned use of the 4,500 SF building is necessary to assess the TIA trip generation and analysis results. o The analysis is generally conservative though because no pass -by or mixed -use trip reductions were taken for the site. _F` YEARS OF FXCIMNCE Case No. Attachment D ZA13-135 Page 12 • The trip distribution percentages appear to be reasonable. The signalized intersection analysis for the diamond interchange of Kimball Avenue and SH 114 coded the eastbound and westbound frontage road right turn movements as "Free" even though both movements are required to stop at the intersection. This is an error and may impact the signalized intersection capacity results. However; correction of the error is unlikely to indicate the need for any improvements to the diamond. The proposed driveway to SH 114 does not satisfy TxDOT access spacing requirements and will need TOOT approval. The property appears to have very limited frontage along SH 114. The developer has placed the driveway as far as practical from the upstream driveway and the downstream entrance ramp given their property configuration. This is the best location for a driveway if this property requires a driveway. Cross access should be provided to adjoining properties from this driveway. The proposed driveway to SH 114 does not appear satisfy City of Southlake stacking requirements. A variance will be required for this driveway and is not discussed in the TIA. While the capacity analysis indicates that the queue lengths leaving the site are not predicted to impede turns into the first parking area, the analysis does not take into account the weaving maneuver onto the freeway on ramp where the majority of exiting traffic will be destined. The proposed driveway along SH 114 is predicted to have over 150 right turns during the PM Peak Hour and 226 during the AM Peak Hour. These numbers greatly exceed the thresholds for considering a right -turn lane established by both TOOT and the City of Southlake. The study recommends that a right turn lane not be constructed because the majority of traffic on the frontage road is in the left lane as it is accessing the westbound on ramp to SH 114. Based on the information presented in the TIA this appears to be a reasonable request, though the trip generation changes discussed previously may impact this assessment. TOOT approval will need to be obtained for this variance from their guidelines. If you have any questions, please contact me at (972) 248-3006. We appreciate the opportunity to provide these and are available to address any additional comments or concerns. Sincerely, �& 6J� John P. Denholm III, P.E., PTOE Lee Engineering TBPE Firm F-450 2 Case No. ZA13-135 YEARS Of IXCItLINC I Attachment D Page 13 REVISED CONCEPT/SITE PLAN REVIEW SUMMARY Case No.: ZA13-135 Review No.: Three Date of Review: 02/26/14 Project Name: Site Plan — Kimball Park APPLICANT: Jeff Medici MDP Southlake 1203 S. White Chapel Blvd. Ste. 100 Southlake, TX 76092 Phone: (214) 784-1617 E-mail: ieffinediciC@gmail.com ENGINEER: Jimmy Fechter Adams Engineering 910 S. Kimball Ave. Southlake, TX 76092 Phone: (817) 328-3215 E-mail: limmy.fechter(a�adams-engineering.com CITY STAFF HAS REVIEWED THE ABOVE REFERENCED PROJECT RECEIVED BY THE CITY ON 2/10/14 AND WE OFFER THE FOLLOWING STIPULATIONS. THESE STIPULATIONS ARE HEREBY MADE CONDITIONS OF SITE PLAN APPROVAL UNLESS SPECIFICALLY AMENDED BY THE CITY COUNCIL. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER CLARIFICATION, PLEASE CONTACT DENNIS KILLOUGH AT (817) 748-8072. Please make the following changes the Concept and/or Site Plans: a. Show, label and dimension the width of the R.O.W. adjacent to the site. b. One 10' x 50' loading space is required for the hotel and that space is provided on the west side of the building. Staff recommends adding a loading space on the east side of the building adjacent to the bar and restaurant or show how deliveries to the kitchen and bar area will be made. c. Subdivision Ordinance No. 483, Section 8.01(A), as amended, requires that every lot front on a public or a private street. Council approval of a variance will be required to allow the lot configuration as shown. Please add a variance request to the submittal letter. Please move the S-P-2 regulation regarding building articulation to the section for Lot 1. The way the regulation is written, all future buildings would be allowed to not meet the articulation requirements before City Council has a chance to see the proposed elevations. 3. Revise the parking provided for Lot 1 in the Site Data Summary Chart on the Concept Plan to 212 spaces. 4. Revise the office square footage in the first paragraph of Section 2.2 of the TIA (48,000 s.f. should be 96,000 s.f.). The square footage is correctly shown in Table 1 —Trip Generation Summary just below the paragraph. 5. Please make the following changes with regard to easements: a. Label the existing common access easement on Lots 6R and 7R, Block 1, Mesco Addition as shown on the plat recorded as Instrument No. D211037987, Plat Records, Tarrant County, Texas. 6. All driveways/points of ingess/egress must comply with the Driveway Ordinance No. 634, as amended). The following changes are needed: Case No. Attachment E ZA13-135 Page 1 a. The proposed driveway onto E. SH 114 does not meet the minimum 250 feet of spacing (60 feet shown) from an approved driveway and common access easement located on Lot 7R, Block 1, Mesco Addition (case ZA96-109). The driveway/common access easement on Lot 7R1, Block 1 is labeled to be abandoned. Prior to issuance of a permit for the proposed driveway on SH 114, a copy of the executed and recorded instrument(s) for the off -site and on -site common access easements and agreement to abandon the common access easement and driveway on the approved Lot 7R, Block 1, Mesco Addition (case ZA96-109) must be provided. 7. Revise the renderings and/or the Concept and Site Plans so that the landscaped and sidewalk areas adjacent to the hotel entrance match. The renderings are showing a landscaped area where a paved area is shown on the Concept and Site Plans. Tree Conservation/Landscape Review E-mail: kmartin@ci.southlake.tx.us Keith Martin Landscape Administrator Phone: (817) 748-8229 TREE CONSERVATION COMMENTS: The proposed Tree Conservation Plan proposes to preserve the same existing trees as the previous Victory Lane development except for one additional 8" Sweet Gum tree is proposed to be removed. The submitted Development Regulations propose that the western property line adjacent to the multi- family residential lots will be screened with a vegetated screening of: existing plant material, required plantings within the buffer and additional large shrubs and accent trees planted within the bufferyard. There are a significant amount of existing trees and associated vegetation along the west and north property lines. Identify these trees and designate if they will be preserved, removed, considered marginal, and show how the proposed west bufferyard landscaping will be integrated with the existing vegetation. 3. The Preliminary Grading Plan shows that the McPherson Branch Creek on Lot 6 is proposed to be graded and improved. There is one large Post Oak tree on the back of Lot 7R, Block 1, Mesco Addition that might be on the Kimball Park, Lot 6 property. The proposed grading and south access drive look like they may alter the existing tree. Please locate and identify this tree on the submitted plans. Please be aware that all existing trees shown to be preserved on the City Council approved Tree Conservation Plan must be preserved and protected during all phases and construction of the development. Alteration or removal of any of the existing trees shown to be preserved on the approved Tree Conservation Plan is a violation of the Tree Preservation Ordinance and the zoning as approved by the Southlake City Council. Please ensure that the layout of all structures, easements, utilities, structures grading, and any other structure proposed to be constructed do not conflict with existing trees intended to be preserved. INTERIOR LANDSCAPE & BUFFERYARDS COMMENTS: Some of the parking lot islands measure less than 12' in width from back -of -curb to back -of -curb. Parking lot islands shall have a minimum width of 12' back-to-back if curbed or 13' edge -to -edge if no curb is intended, and shall be equal to the length of the parking stall. 2. No bufferyard is proposed along the east property line of Lot 6 in the Summary Chart, but a bufferyard Case No. Attachment E ZA13-135 Page 2 is shown on the concept plan. The east bufferyard along the east property line of Lot 6 is required to be a 5' — A, adjacent to the commercial and office properties , and a 10' — E along North Kimball Avenue. Include an S-P-2 regulation if a bufferyard will not be provided. 3. Some of the Bufferyards on the Concept Plan and the Bufferyard Summary Charts do not match. 1. Lot 3, west bufferyard is required to be a 10' — B, and is labeled 10' — C on the Concept Plan, and 5'— A in the Bufferyard Summary Chart. 5. The parking lot landscape islands are required to contain at least the minimum of the required canopy tree as shown along with shrubs, ground cover, ornamental grasses, seasonal color or a combination of these plant materials. Turf grass is not acceptable vegetation within the parking lot landscape islands. Indicates informational comment. # Indicates required items comment. Public Works/Engineering Review Steve Anderson, P.E., CFM Civil Engineer Phone: (817) 748-8101 E-mail: sanderson@ci.southlake.tx.us GENERAL COMMENTS: 1. Please provide an updated traffic impact analysis. 1U:7Ell IILY,IIkilFAWail 1l4111WK6191►Y,ILY,lEll kIII &I 1. No 900 bends, use 2-450 bends. 2. All waterlines to be public and in easements. 3. 12" waterline not on the City's Master Water Plan, therefore no city participation in upsizing. 4. Any sanitary sewer lines crossing lot lines will need to be public and contained in easements. 5. Extend SS-1 west to property line. 6. Extend SS-4 to west property line. 1k1;101NLY,UIEel k/_1 Wd91LY,ILYilEll kIII &I Submit 4 copies of the civil construction plans (22" X 34" full size sheets) and a completed Construction Plan Checklist as part of the first submittal for review directly to the Public Works Administration Department. The plans shall conform to the most recent construction plan checklist, standard details and general notes which are located on the City's website. A ROW permit shall be obtained from the Public Works Operations Department (817) 748-8082 to connect to the City's sewer, water or storm sewer system. A Developer's Agreement will be required for this development and may need to be approved by the City Council prior to any construction of public infrastructure. Construction plans for Case No. Attachment E ZA13-135 Page 3 these improvements must be acceptable to Public Works prior to placing the Developer's Agreement on the City Council agenda for consideration. A separate bond will be required for the Maintenance Bond and bound only unto the City of Southlake for a period of two years for all development projects. The Maintenance Bond cannot be tied to the Performance and Payment Bond in any way. Any hazardous waste being discharged must be pretreated Ordinance No. 836. Fire Department Review Kelly Clements Assistant Fire Marshal Phone: (817) 748-8671 E-mail: klements@ci.southlake.tx.us GENERAL COMMENTS: An automatic fire sprinkler system will be required for all commercial structures in excess of 6,000 square feet, with coverage extended into the attic if comprised of combustible construction. (per 2009 I.F.C. Sec. 903.3.1.3 as amended). Also, the restaurants classified as an A-2 occupancy will require an automatic sprinkler system with an occupant load in excess of 100. All sprinkled buildings are required to be equipped with a fire alarm in compliance with NFPA 72, the 2009 International Fire Code, and the City of Southlake amendments. A complete set of plans for the underground fire protection line, fire sprinkler system, and fire alarm system shall be submitted to Reed Fire Protection for review and approval at 14135 Midway Road in Addison, Texas 75001. Business phone is 214-638-7599. A Knox Box Rapid Key entry system shall be installed on the buildings near access to the riser room. Keys must be provided to access the riser room. The Knox Box can be ordered on the Internet at www.knoxbox.com. A 5 inch Fire Department Connection shall be installed on each building, with a locking Knox cap attached to the FDC to prevent debris from entering the connection. An exterior audible/visual fire alarm device must be installed above the Fire Department Connection on each sprinkled building to indicate when a fire alarm condition is present in the building, or located as near as possible to the FDC, on the building, if the FDC is installed remotely. Approved suite numbers and/or building address shall be posted on all new buildings in such a position as to be plainly visible and legible from the street or road fronting the property. All numbers shall contrast with their background. Electrical, Mechanical, Roof Access, Fire Alarm Panel, Sprinkler Riser and all other pertinent rooms must be labeled with appropriate signage. The required backflow protection (double check valve) for the sprinkler system can be located on the riser if the riser is within 100 feet of the water main. If the riser is further than 100 feet from the main, the double check valve shall be in a pit. Riser rooms shall be a minimum of 5'X5' if the double check is not located on the riser, or a minimum of 6'X6' if it is on the riser. Case No. Attachment E ZA13-135 Page 4 IaIN;aWill klN1111115d9]►yil►y,IAk111&1 Fire lanes require minimum 30 ft. inside turn radius and minimum 54 ft. outside turn radius. FIRE HYDRANT COMMENTS: Hydrants required at a maximum spacing of 300 feet for commercial locations that contain un- sprinkled buildings, and 600 feet for commercial locations that contain completely sprinkled buildings.(If all buildings in the complex are completely sprinkled, then hydrant locations are acceptable except for adding a hydrant at the South entrance into the complex off of the service road of State Highway 114)(If all building are not completely sprinkled, then hydrants will need to be added and relocated to meet requirements) A fire hydrant shall be within 100 feet of each Fire Department Connection, and the Fire Department Connection within 50 feet of fire lane access.(Fire Department Connection locations not indicated on plans) General Informational Comments A SPIN meeting was held January 6, 2014. A preliminary plat for the entire property that conforms to the site plan must be approved and a final plat must be approved and filed prior to issuance of a building permit. No review of proposed signs is intended with this site plan. A separate building permit is required prior to construction of any signs. All mechanical equipment must be screened of view from right-of-ways and residential properties in accordance with the Zoning Ordinance No. 480, as amended. All lighting must comply with the Lighting Ordinance No. 693, as amended with regard to type of lighting, intensity, glare and spill -over. All development must comply with the Drainage Ordinance No. 605 and the Erosion and Sediment Control Ordinance No. 946, as amended. It appears that this property lies within the 65 LDN D/FW Regional Airport Overlay Zone and will require construction standards that meet requirements of the Airport Compatible Land Use Zoning Ordinance No. 479. Development must comply with all requirements in Zoning Ordinance No. 480, Section 43, Overlay Zones. The applicant should be aware that prior to issuance of a building permit a Plat must be processed and filed in the County Plat Records, a fully corrected site plan, landscape plan, irrigation plan, and building plans, must be submitted for approval and all required fees must be paid. This may include but not be limited to the following fees: Park Fee, Perimeter Street Fee, Water & Sewer Impact and Tap Fees, and related Permit Fees. The Council motions for the previously approved Victory Lane development that was approved September 4, 2012 is included below for reference: August 21, 2012; Approved at 1 s` reading (5-0) subject to the Concept/Site Plan Review Summary No. 2 dated August 3, 2012 with the note that the hotel is to be full service with a restaurant, lounge, room service from 6:00 AM to 11:00 PM and items outlined in the staff report and that the applicant is to Case No. Attachment E ZA13-135 Page 5 address the various concerns of City Council at 2nd reading and granting variances to reduce the stacking depth of the North Kimball Avenue drive from the required 150 feet down to 17.6 feet and the driveway on State Highway 114 from 150 feet to 34.2 feet. September 4, 2012; Approved (7-0) subject to the following stipulations: applicant will submit a drainage improvement plan to the Army Office Corps of Engineers regarding the 39 program; minimum square footage of rooms will be 325 square feet; minimum pool area will be 1,000 square feet; included in the pool area will be a fire place and an eight (8) foot masonry wall for sound mitigation purposes on the western boundary; project will include as noted on the building site plan a fitness center of a minimum of 700 square feet and to include aerobic machines, weights, and weight lifting equipment; property will offer daily housekeeping at no additional charge; 24-hour staff will be available for check in, check out, maintenance and other service needs; conference center located to the north of hotel will be deemed an amenity of the hotel; consideration for certificate of occupancy for the hotel will also be that the conference center and track will be made available for occupancy and operation at the time the hotel opens (conference center and track will be an integral operation of the hotel and deemed to be one facility); applicant will create a ground level Bose type sound system in the pool area for sound mitigation purposes; sound system will be shut off no later than midnight and any outdoor music will be discontinued after midnight; 10% of the hotel rooms will be deemed executive and have a minimum square footage of 525 square feet and will be noted with an additional amenity package (example, executive level type amenities —points and rewards system or othertype incentives noted for those rooms); hotel will have four suites, which will have minimum square footage of 800 and proposed to have one suite on each floor; applicant has proposed a shuttle system that will be made available to both airport and Southlake Town Square; recommend approval of the concrete walls, provided they are a textured type material, but not a ribbon and/or they can be stucco; deliveries to the property will be limited to between 7:00 a.m. and 7:00 p.m.; applicant will provide room amenities as indicated in item 16 in presentation to Council, with notation that any type of kitchen facilities, kitchenettes orstove-type amenities will be specifically precluded as available to anyrooms in the hotel; room service will be made available at a minimum, between 6:00 a.m. and 11:00 p.m.; loading facility on western boundary will have a ten (10) foot masonry wall of complementary building materials to the building for sound and screening purposes for docking and loading as noted on the site plan; all aspects of the City of Southlake's lighting ordinance will be adhered to in the development; approving requested variances for the stacking depth of the North Kimball Avenue driveway to 17.6 feet and the driveway on State Highway 114 to 34.2 feet; applicant will work to provide a curb cut along Kimball Avenue Drive at the adjoining property owner's parcel (John Eubanks) if it is deemed mutually beneficial to the property owners along Kimball, the City will allow the curb cut, known as the "JTE curb cut", in the site plan that was presented tonight; hotel restaurant will be full service (three -meal restaurant); applicant's presentation and concept of larger trees will be presented in the locations noted in tonight's presentation to be a minimum of six (6) inch caliper; pursuant to site plan review summary No. 4, dated August 29, 2012; application is to include the floor plan that was presented by the applicant at the meeting and is to be consistent with the S-P-2 regulations as presented, unless in conflict with the motions that are part of this recommended approval; sidewalk along State Highway 114 will be eight (8) feet; subject to the site plan presented to Council tonight; and that discussions are consistent with the presentations the applicant made to Council at first and second reading. Denotes Informational Comment Case No. Attachment E ZA13-135 Page 6 SURROUNDING PROPERTY OWNERS Kimball Park 1778 1750 � a N � No No A N O v nAi v v � �o 6� N O Am m N � 1910 0 v ,� Q 2420 2460 24 °c REENB UGH N �_ 2200 20 2208 �9 YT 2417 2419 2421 �D o H 2201220 20 25 o m O c N 516 504 v v Z J � ❑ � Q ° 414 o v 2426 2504 2508 2503 2505 2509 a r A � N A u, 2540 1. Owner Aos Investments Group Inc Zoning 01 Address 469 CHERRY LN Acreage 1.01 Response NR 2. T2T Property Holdings Llc 01 485 CHERRY LN 1.02 NR 3. T2T Property Holdings Llc 01 501 CHERRY LN 0.99 NR 4. Reynal, John Etux Beverly S MF1 575 CHERRY LN 1.14 NR MF1 IEWCHERRY LN 1.0 6. First Financial Trust & Asset MF1 675 CHERRY LN 0.98 NR 7. Halim, Emil A MF1 725 CHERRY CT 0.96 NR 8. Harris, Kimberly Susan SF1-A 700 CHERRY CT 0.94 NR Fusselman, Bruce le C3 2100 E SH 114 10. Ashton Dallas Residential Llc RPUD 2201 COTSWOLD VALLEY CT 0.30 NR 11. Vision Southlake Dev Llc SP2 566 N KIMBALL AVE 0.66 NR 12. Tdc Manaagement Llc SP2 560 N KIMBALL AVE 0.52 NR 13. Vision Southlake Dev Llc SP2 572 N KIMBALL AVE 0.39 NR 14. Kimball Road Lp 11 500 N KIMBALL AVE 1.61 NR 15. Sandco Holdings Lp SP2 420 N KIMBALL AVE 0.54 NR 16. Texas Petro Corp III SP2 2150 E SH 114 1.16 NR 17. Tate, John T SP2 2120 E SH 114 0.92 NR 17 Mayse, Richard A SP2 2110 E SH 114 0.75 NR 18. Oncor Electric Delivery Co Llc CS 550 N KIMBALL AVE 2.55 NR 19. St Laurence Episcopal Church CS 517 N KIMBALL AVE 5.59 NR 20. Corp Of Episcopal Diocese Fw AG 549 N KIMBALL AVE 0.94 NR 21. Hagar, Stephen T AG 479 N KIMBALL AVE 4.08 NR 22. Chamathil, Varghese Etux Sara AG 411 N KIMBALL AVE 1.67 NR 23. Ivester, Emory O Etux Marlene AG 501 N KIMBALL AVE 3.62 NR 24. Bo-Fam Investments Ltd 11 450 N KIMBALL AVE 0.68 NR 25. Mdp Southlake Llc SP2 400 N KIMBALL AVE 6.13 NR Case No. Attachment F ZA13-135 Page 1 26. Mdp Southlake Llc SP2 470 N KIMBALL AVE 9.33 NR 27. Vision Southlake Dev Llc SP1 600 N KIMBALL AVE 9.96 NR 28. Aos Investments Group Inc 01 469 CHERRY LN 1.01 NR Responses: F: In Favor O: Opposed To U: Undecided NR: No Response Notices Sent Within 200': Twenty-eight (28) Responses Received Within 200': Two (2) — Attached Response Received Outside 200': One (1) - Attached Case No. Attachment F ZA13-135 Page 2 Responses Received Within 200' Notification Response Form ZA13-135 Meeting Date: January 9, 2014 at 6:30 PM Van Til, John J 2623 Peninsula Dr Grapevine Tx, 76051 3545 A 5 PLEASE PROVIDE COMPLETED FORMS VIA MAIL, FAX OR HAND DELIVERY BEFORE THE START OF THE SCHEDULED PUBLIC HEARING. Being the owner(s) of the property so noted above, are hereby in favor of opposed to undecided about (circle or underline one) the proposed Zoning Change and Site Plan referenced above. Space for comments regarding your position: �'113 Lgi Signatu Adition.01Signature: Date: v h3h'4 Date: Printed Name(s): Must be property owner(s) whose name(s) are printed at top. Otherwise contact the Planning Department. One form per property. Phone Number (optional): Case No. Attachment F ZA13-135 Page 3 Notification Response Feral ZA13-135 Mecting fate: January 9, 2014 at 5:30 PM 1=usselman, Bruce Etux Michelle 2100 F- State Hwy 114 Southlake Tx, 76092 3545 A Al PLEASE PROVIDE COMPLETED FORMS VIA MAIL, FAX CAR HAND DELIVERY BEFORE THE START OF THE SCHEDULED PUBLIC HEARING. Being the owner(s) of the property so mated above, are hereby in favor of _ opposed to undecided about the proposed Zoning Change and Site Flan referenced above Space for comments regarding your position: Signature: Date:_ Additional Signature: .. _- Date: Printed Name(s): -, Az �j Musi be property owner(s) whose narre(s) are prinked at xa. Oth-erwise contsctthe Planning Qepariment. One fort per property. Phone Number (optional): Case No. Attachment F ZA13-135 Page 4 Response Received Outside 200' Va han I :onuurrri�ni•alh l:nwp. l:rl ). Memorandum To: Southlake Mayor and City Council Southlake Planning and Zoning Commission From: Bill Vaughan Date: January 9, 2014 RE. Proposed Hotels in Southlake I am writing you this letter to express my concern over the proposed Cambria Suites to be located adjacent to the northwest corner of S.H. 114 and Kimball Road in Southlake. In the interest of full disclosure, I should also let you know that my firm represents both the landowner and the hotel developer who is considering building the new Westin Hotel on the north side of S.H. 114, just east of Carroll in Southlake, TX. For well over a decade as a commercial real estate owner, practitioner and former Planning and Zoning Commissioner in Southlake, I have consistently heard both elected officials and Southlake city staff remain steadfast in their position that the only new hotels allowed in Southlake will be quality, full - service hotels with conference facilities. Now that we finally have a full -service hotel proposed with Westin, I am incensed that we might be jeopardizing the good fortune of having such a quality hotel consider a location in Southlake by virtue of allowing Cambria Suites in town, which is precisely the type of hotel that we have always said that we DO NOT WANT. Conversely, the Westin Hotel and its franchisee, a 28-year exemplary citizen of Southlake and lifetime hotelier, have been endorsed and approved by the Southlake Hilton manager and Cooper & Stebbins management. Think about that for a minute. While these supporters will have no ownership in the property, they do have a vested interest in continuing the high quality of projects that have already been developed in Southlake, as we all do. The Cambria Suites has been proposed by a landowner who has never developed a hotel, and is willing to put anything on his property that he can get approved, including an ill-conceived hotel with a racetrack running through it. Really? I surmise that higher quality hotels wouldn't approve of a hotel franchise to an inexperienced operator to be located on a former contaminated industrial site, next to an electric power station and obscured behind a fast-food chicken restaurant and convenience store. But it seems to me that Choice Hotels will approve a hotel franchise to anyone. What also worries me is the real possibility of this operator not making a go of it, the hotel falls into bankruptcy and disrepair, or Case No. Attachment F ZA13-135 Page 5 blighted, and becomes a chronic problem for our city. This scenario has played out repeatedly all over D/FW, but luckily, we only have one hotel in Southlake right now. I believe that there is some understandable confusion among city officials about classifications within the hotel industry. First of all, the industry standard ranking for hotels comes from a company called STR. In 2013, they ranked Cambria Suites as "Upscale" while Westin is ranked as "Upper Upscale". Per STR, "brands/chains" are slotted by Chain Scale based on the previous year's annual system wide (global) Average Daily (room) Rate ("ADR")". This rating has nothing to do with customer satisfaction of the chain. Because this is a brand new chain, with a limited number of brand new hotels, I would fully expect Cambria Suites ADR's to fall within the "Upscale" category. It doesn't necessarily mean that they are going to stay there. And if the other hotels within their chain family are any indication, they will not. Secondly, I have heard many city officials mention that they do not want limited service hotels in Southlake. Cambria Suites is a limited service hotel. Full service hotels, like Westin, offer restaurants and bars (also available to citizens of Southlake), bellman and concierge services, room service, turndown and laundry service, extensive convention and meeting space, etc. Cambria Suites does not offer these full service hotel amenities. Contrary to popular belief, the conference facilities that will be in the proposed Westin are not necessarily a profitable category in a full -service hotel's profit and loss statement, but they do provide a great venue and amenity for civic uses, business seminars, charity galas, wedding receptions, etc. Meanwhile, limited service hotels do none of that and are a less integral part of their communities. Not to mention the fact that the restaurant and bar facilities in limited service hotels are not for use by the community. Cambria Suites is part of the Choice Hotels chain of franchised properties, a chain whose franchises are widely viewed as one of the lowest quality hotel chains in the U.S., according to such sources as MSN Money; the Fiscal Times; Trip Advisor; Forbes; J.D. Power and Associates, and the list goes on and on. The parent/franchisor for Cambria Suites is Choice Hotels. Their brands and 2013 STR Chain Scales are as follows: Econol-odge Economy Suburban Extended Stay Economy Sleep Inn Midscale Comfort Suites Upper Midscale Comfort Inn Upper Midscale Quality Inn Midscale Clarion Upper Midscale MainStay Suites Midscale Rodeway Inn Economy Case No. Attachment F ZA13-135 Page 6 These are the types of low -end, budget hotels that have infested the S.H. 114 frontage road on the east side of DFW International Airport. The corporate DNA of the franchisor includes ALL of the hotels below, and is not going to change, just because they have come up with a new Cambria Suites brand. We have always said that we don't want our side of the airport to look like the east side of DFW International Airport, and once the first budget hotel gets in, they ALL start showing up......... Some of the neighbors seem to be in support of the Cambria Suites, and for good reason. When they bought their properties adjacent to such a challenged property, they probably didn't ever envision it being developed with anything like what is proposed. In all candor, just because the owner of this former industrial manufacturing building purchased the property at a huge discount relative to typical commercial land, doesn't mean that the city is obligated to compromise its vision for the quality of development for the rest of the city just to accommodate his planned use. And finally, have you seen the pre -construction renderings for the two hotels? The Westin is impressive and will be the nicest building in town, while the Cambria Suites certainly among the worst. Hopefully you share my opinion that we only need hotels that are an asset to our community and contribute to the quality of life of our citizenry. We DO NOT need a Cambria Suites in Southlake; we DO need a Westin Hotel. Thank you for your time, consideration and service. Case No. Attachment F ZA13-135 Page 7 CITY OF SOUTHLAKE, TEXAS ORDINANCE NO. 480-657 AN ORDINANCE AMENDING ORDINANCE NO.480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DESCRIBED AS TRACTS 3A1A AND 3A2A, THOMAS MAHAN SURVEY, ABSTRACT NO. 1049, CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS, BEING APPROXIMATELY 15.518 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "S-P-2" GENERALIZED SITE PLAN DISTRICT TO "S-P-2" GENERALIZED SITE PLAN DISTRICT, AS DEPICTED ON THE APPROVED CONCEPT AND SITE PLANS ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B", SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELFARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, Texas is a home rule City acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Texas Local Government Code; and, WHEREAS, pursuant to Chapter 211 of the Local Government Code, the City has the authority to adopt a comprehensive zoning ordinance and map regulating the location and use of buildings, other structures and land for business, industrial, residential and other purposes, and to amend said ordinance and map for the purpose of promoting the public health, safety, morals and general welfare, all in accordance with a comprehensive plan; and, WHEREAS, the hereinafter described property is currently zoned as "S-P-2" Generalized Case No. Attachment G ZA13-135 Page 1 Site Plan District under the City's Comprehensive Zoning Ordinance; and, WHEREAS, a change in the zoning classification of said property was requested by a person or corporation having a proprietary interest in said property; and, WHEREAS, the City Council of the City of Southlake, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether these changes should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the sites; safety from fire hazards and damages; noise producing elements and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting and types of signs and relation of signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street loading spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health ad the general welfare; effect on light and air; effect on the over -crowding of the land; effect on the concentration of population, and effect on transportation, water, sewerage, schools, parks and other public facilities; and, WHEREAS, the City Council of the City of Southlake, Texas, further considered among other things the character of the districts and their peculiar suitability for particular uses and the view to conserve the value of the buildings, and encourage the most appropriate use of the land throughout this City; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that there is a public necessity for the zoning changes, that the public demands them, that the public interest clearly requires the amendments, and that the zoning changes do not unreasonably invade the rights of Case No. Attachment G ZA13-135 Page 2 those who bought or improved property with reference to the classification which existed at the time their original investment was made; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that the changes in zoning lessen the congestion in the streets, helps secure safety from fire, panic, and other dangers, promotes the health and the general welfare, provides adequate light and air, prevents the over -crowding of land, avoids undue concentration of population, and facilitates the adequate provision of transportation, water, sewerage, schools, parks and other public requirements; and, WHEREAS, the City Council of the City of Southlake, Texas, has determined that there is a necessity and need for the changes in zoning and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the tract or tracts of land requested for a change since the tract or tracts of land were originally classified and therefore feels that the respective changes in zoning classification for the tract or tracts of land are needed, are called for, and are in the best interest of the public at large, the citizens of the city of Southlake, Texas, and helps promote the general health, safety and welfare of the community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1. That Ordinance No. 480, the Comprehensive Zoning Ordinance of the City of Southlake, Texas, passed on the 19th day of September, 1989, as originally adopted and amended, is hereby amended so that the permitted uses in the hereinafter described areas be altered, changed and amended as shown and described below: Being described as Tracts 3A1A and 3A2A, Thomas Mahan Survey, Abstract No. 1049, City of Southlake, Tarrant County, Texas, being approximately 15.518 acres, and more fully and completely described in Exhibit "A" from "S-P-2" Generalized Site Plan District to "S-P-2" Generalized Site Plan District as depicted on the approved Concept and Site Plans attached hereto and incorporated herein as Exhibit "B", and Case No. Attachment G ZA13-135 Page 3 subject to the following conditions: Case No. Attachment G ZA13-135 Page 4 SECTION 2. That the City Manager is hereby directed to correct the Official Zoning map of the City of Southlake, Texas, to reflect the herein changes in zoning. SECTION 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said Zoning Ordinance and all other applicable and pertinent ordinances for the City of Southlake, Texas. All existing sections, subsections, paragraphs, sentences, words, phrases and definitions of said Zoning Ordinance are not amended hereby, but remain intact and are hereby ratified, verified, and affirmed. SECTION 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting the health, safety, morals and the general welfare of the community. They have been designed, with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to provide adequate light and air; to prevent over -crowding of land; to avoid undue concentration of population; and to facilitate the adequate provision of transportation, water, sewerage, drainage and surface water, parks and other commercial needs and development of the community. They have been made after a full and complete hearing with reasonable consideration among other things of the character of the district and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. SECTION 5. That this ordinance shall be cumulative of all other ordinances of the City of Southlake, Case No. Attachment G ZA13-135 Page 5 Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this ordinance. SECTION 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of said tract or tracts of land described herein. SECTION 7. Any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with or who resists the enforcement of any of the provisions of this ordinance shall be fined not more than Two Thousand Dollars ($2,000.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 8. All rights and remedies of the City of Southlake are expressly saved as to any and all violations of the provisions of Ordinance No. 480, as amended, or any other ordinances affecting zoning which have accrued at the time of the effective date of this ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts. SECTION 9. The City Secretary of the City of Southlake is hereby directed to post the proposed ordinance in its entirety on the City website together with a notice setting out the time and place for a public hearing thereon at least ten (10) days before the second reading of this ordinance, and if Case No. Attachment G ZA13-135 Page 6 this ordinance provides for the imposition of any penalty, fine or forfeiture for any violation of any of its provisions, then the City Secretary shall additionally publish this ordinance in the official City newspaper one time within ten (10) days after passage of this ordinance, as required by Section 3.13 of the Charter of the City of Southlake. SECTION 10. This ordinance shall be in full force and effect from and after its passage and publication as required by law, and it is so ordained. PASSED AND APPROVED on the 1st reading the 181" day of February, 2014. MAYOR ATTEST: CITY SECRETARY PASSED AND APPROVED on the 2nd reading the day of , 2014. MAYOR ATTEST: CITY SECRETARY APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY Case No. Attachment G ZA13-135 Page 7 i.M111:8 ADOPTED: EFFECTIVE: Case No. Attachment G ZA13-135 Page 8 EXHIBIT "A" Being described as Tracts 3A1A and 3A2A, Thomas Mahan Survey, Abstract No. 1049, City of Southlake, Tarrant County, Texas, being approximately 15.518 acres, and more fully and completely described below: Reserved for Metes and Bounds Description Case No. Attachment G ZA13-135 Page 9 EXHIBIT "B" Reserved for approved Concept and Site Plans Case No. Attachment G ZA13-135 Page 10