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Res P-02-37 RESOLUTION NO. P-02-37 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA, APPROVING CONDITIONAL USE PERMIT 02-05 AND DEVELOPMENT REVIEW 02-15 ASSESSOR'S PARCEL NUMBER 277-140-13,14 and 278-320-10 WHEREAS City of Poway, Applicant, proposes the construction of a 6,OOO-square- foot educational/interpretive center on approximately 8.5 acres of a 16.3-acre City-owned site located on the northwest corner of Espola Road and the Green Valley Truck Trail; and WHEREAS, on July 30, 2002, the City Council held a duly advertised public hearing to solicit comments from the public, both pro and con, relative to this application; and NOW, THEREFORE, the City Council does hereby resolve as follows: Section 1: The City Council has considered the Environmental Initial Study (EIS), Mitigated Negative Declaration (MND), and associated Mitigation Monitoring Program shown as Exhibit A of this Resolution for Conditional Use Permit 02-05 and Development Review 02- 15 and public comments received on the EIS and MND. The subject EIS and MND documentation are fully incorporated herein by this reference. The City Council finds, on the basis of the whole record before it, that there is no substantial evidence the project will have a significant impact on the environment, that the mitigation measures contained in the EIS and Exhibit A hereof will mitigate potentially significant impacts to a less than significant level, and that the MND reflects the independent judgment and analysis of the City. The City Council hereby approves the MND and the associated Mitigation Monitoring Program attached to this Resolution as Exhibit A. Section 2: Pursuant to the City of Poway Habitat Conservation Plan, a biological survey was prepared by Vince Scheidt, Biological Consultant, dated May 2002, for the property that reported that the project grading would impact approximately 8.1 acres Non-native Grassland. The City finds that in accordance with the Poway Habitat Conservation Plan, the required findings for approval of the proposed mitigation for the removal Non-native Grasslands for CUP 02-05 and DR 02-15 are as follows: A. The mitigation is consistent with and furthers the implementing objectives of the Poway Habitat Conservation Plan in that the City proposes to mitigate removed habitat at a 2: 1 ratio for occupied Non-native Grassland with comparable or better undisturbed habitat on-site and off-site within the South Poway and Van Dam Cornerstone Mitigation Areas, and that the project provides 5.2 acres of on-site Coastal Sage Scrub habitat revegetation, and 1.4 acres of on-site preservation of Non-native Grasslands. This furthers the implementing objectives by preserving habitat in ratios and locations consistent with the expansion and preservation of sensitive and endangered plant as animal species as guided by the Poway HCP. The project furthers the goals of the HCP through the implementation of the Blue Sky Cornerstone Guidelines which encourage the update of interpretive programs to Resolution No. P-02-37 Page 2 educate the public about the goals and objectives of the HCP and the preservation of sensitive wildlife habitat through the construction of the educational/interpretive center. B. The mitigation habitat is appropriately located both on-site, and off-site within the Mitigation Area of the South Poway and Van Dam Cornerstones as identified in the Poway HCP so as to enhance the long term viability and function of the preserve system. Long-term survival of the species is expected to be good because of its proximity to other existing large open space areas located adjacent to and surrounding the South Poway Business Park, the Blue Sky Ecological Reserve and Van Dam Mountain. The main components of the project including the educational center, amphitheater, and parking lot are appropriately located outside the Mitigation Area, PRPA 8 boundaries, and the Biological Core Linkage Area. C. The mitigation will be to the long-term benefit of the covered species and their habitats in that the dedication of a conservation easement over undisturbed habitat will promote a meaningful addition to the assembly of a viable regional system of interconnected natural habitat resources, habitat linkages, buffers and wildlife corridors in that mitigation within the Mitigation Areas of the South Poway Cornerstone will complete the preservation of an entire mitigation parcel and help in the interconnection of mitigation and designated open space areas that are adjacent to the project mitigation parcel and within the South Poway and Van Dam Cornerstones, and it helps through the property acquisition, and on-site mitigation, in the preservation and expansion of the PRPA 8 habitat corridors and the BCLA. The mitigation will foster the incremental implementation of the Poway Habitat Conservation Plan in an effective and efficient manner in that on-site mitigation, in association with the existing on-site open space easements, is provided to enhance the PRPA 8 wildlife corridor and will help in the interconnection of open space and mitigation areas in the South Poway Cornerstone areas and expands the preservation efforts in the Van Dam Cornerstone area. D. The mitigation will not result in a negative fiscal impact with regard to the successful implementation of the Poway Habitat Conservation Plan because it further expands the HCP Mitigation Area and the cost of the mitigation has been arranged as part of the Blue Sky CIP work. Section 3: The findings, in accordance with the Section 17.48.070 ofthe Poway Municipal Code for CUP 02-05/DR 02-15, approving the construction of a 6,000-square-foot educationallinterpretive center, are made as follows: A. The project is consistent with the General Plan and Zoning Code in that interpretive centers are conditionally permitted in the OS-RM zone. Resolution No. P-02-37 Page 3 B. That the location, size, design, and operating characteristics of the use will be compatible with, and will not adversely affect or be materially detrimental to, adjacent uses, buildings, structures, or natural resources, in that the building has been incorporated into the existing knolls and the facility designed to blend with the surrounding environment. C. That the harmony in scale, bulk, coverage, and density is consistent with adjacent uses because the site will be developed with facilities and buildings which have been designed to be compatible with surrounding structures. D. That there are available public facilities, services, and utilities because the use will be located in an area where all necessary facilities are already in place. E. That there will not be a harmful effect upon desirable neighborhood characteristics, in that the facility has been designed with input from the neighbors and is intended to promote compatibility with the neighborhood and surrounding environment. F. That the generation of traffic will not adversely impact the surrounding streets and/or the City's Transportation Element, in that the use will operate in an area where existing and proposed street improvements and adequate off-street parking have been incorporated into the project. G. That the site is suitable for the type and intensity of the use, in that a majority of the property will be left in open space or developed with trails, the building and associated structures have been designed to blend into the surrounding terrain. H. That there will not be significant harmful effects upon environmental quality and natural resources, in that portions of the site have already been placed in open space easements, much of the old orchard will be revegetated with native materials, and mitigation measures have been required to reduce the potential impacts to a level of insignificance. I. That there are no other relevant negative impacts of the development that cannot be mitigated. J. The impacts, as described in subsections (A) through (I) of Section 17.48.070, and the location, size, design and operating characteristics ofthe proposed use and the conditions under which it would be operated or maintained will not be detrimental to the public health, safety or welfare, or materially injurious to properties or improvements in the vicinity nor be contrary to the adopted General Plan. K. The proposed conditional use will comply with each of the applicable provisions of Section 17.48.070 of the Poway Zoning Code. Resolution No. P-02-37 Page 4 Section 4: The findings, in accordance with Section 17.52.010 of the Poway Municipal Code for DR 01-05, for a 6,000-square-foot educational/interpretive center are made as follows: A. The development will not have an adverse aesthetic, health, safety, or architecturally related impact upon adjoining properties because the building has been designed to be architecturally compatible with the surrounding terrain and to be visible from Espola Road. B. The development encourages the orderly and harmonious appearance of structure and property within the City through its consistency with the City of Poway development standards. Section 5: The findings, in accordance with Government Code Section 66020 for the public improvements, are made as follows: A. The design and improvements of the proposed development are consistent with all elements of the Poway General Plan as well as City ordinances because all necessary services and facilities will be available to serve the project. The provision of public improvements and payment of development fees are needed as a result of the proposed development to protect the public health, safety and welfare as identified below: 1. Drainage improvements shall be provided for the increase in surface water runoff; and 2. Water and sewer fees shall be paid and on-site improvements constructed to provide water and sewer service to the development; and 3. Access to the site will be provided in accordance with City standards and to ensure adequate emergency access. Section 6: Conditional Use Permit 02-05 and Development Review 02-15, consisting of a 6,000-square-foot educational/interpretive center as shown on the plans dated February 12, 2002, is hereby approved subject to the following conditions: A. Prior to grading permit issuance, unless other timing is indicated, the applicant/developer shall complete the following: 1. Submittal to the City for review and approval of grading plans, erosion control plan, stormwater pollution prevention plan, grading permit application/s and geotechnical reportls to the Development Services Department. a. Grading of the project shall be in substantial conformance with the approved development plan and in accordance with the Uniform Resolution No. P-02-37 Page 5 Building Code, City Grading Ordinance, and City Storm Water Management and Discharge Control Ordinance. b. Paving of the parking lot shall conform to the standards set forth in Section 12.20.080 of the poway Municipal Code. c. A drainage system capable of handling and disposing of all surface water originating within the development and all surface water that may flow onto the development from adjacent lands shall be constructed. d. All driveway approaches to the development shall be with alley-type curb returns. e. Erosion control, including but not limited to desiltation basins, shall be installed and maintained from October 15th to April 15th. An erosion control plan shall be prepared by the project civil engineer and shall be submitted as part of the grading plan. The applicant/developer shall make provisions to insure proper maintenance of all erosion control devices. f. A Storm Water Pollution Prevention Plan (SWPPP) shall be prepared. The SWPPP shall provide the erosion, sedimentation and pollution control measures to be used during construction. 2. Submittal of a copy or a proof of filing of a Notice of Intent (NOI) application for coverage of the National Pollutant Discharge Elimination System (NPDES) permit. 3. A right-of-way permit shall be obtained from the Engineering Division of the Development Services Department for any work to be done in public street rights-of-way or City-held easements. 4. The applicant/developer shall pay the following fees and grading securities. However, the City reserves the right to waive this requirement for City- initiated and/or City-funded projects. a. Grading permit, plan checking, inspection, right-of-way permit, and geotechnical review fees. The grading permit fee shall be paid at first submittal of grading plans. b. Posting and/or payment of grading securities. 5. City approval of soils report and grading plans. Resolution No. P-02-37 Page 6 6. Submittal of a request for and hold a preconstruction meeting with a City Engineering inspector. The applicant/developer shall be responsible that necessary individuals, such as but not limited to, contractors, subcontractors, project civil engineer and project soils engineer must attend the preconstruction meeting. 7. The site shall be developed in accordance with the approved plans on file in the Development Services Department and the conditions contained herein. 8. The applicant shall comply with the latest adopted Uniform Building Code, National Electric Code, and all other applicable codes and ordinances in effect at the time of electrical/building permit issuance. 9. Construction boundaries shall be clearly staked and flagged to indicate the limits of disturbance. Construction crews should be made fully aware of these boundaries. Orange construction or chain link fence should be installed along the boundary near the wetland habitat and Biological Conservation Easement areas. 10. Staging areas for equipment and materials shall not be located in proximity to the drainage or on unmitigated habitat areas. 11. To prevent edge effects degrading the adjoining native habitat, the landscape plans shall not include invasive exotic plant species in landscape areas adjacent to such areas and/or wetland habitat. 12. Although no Gnatcatchers were observed in the project area construction activities are not encouraged during the breeding season. Potential construction noise limitations shall be consistent with the noise level policies noted in the Poway HCP. 13. Complete landscape construction documents shall be submitted to and approved by the Planning Division. Landscape plan check fees are required upon submittal ofthe plans. Plans shall be prepared in accordance with the City of Poway Guide to Landscape Requirements (latest edition) and include the following: a. All roof appurtenances, including air conditioners, shall be architecturally integrated, screened from view and sound buffered from adjacent properties and streets as required by the Planning Division. b. All new parking lot landscaping planters shall include a minimum of one 15-gallon size tree for every three spaces or equivalent. For new parking lot islands, a minimum 12-inch wide walk adjacent to parking Resolution No. P-02-37 Page 7 stalls shall be provided and be separated from vehicular areas by a six-inch high, six-inch wide portland concrete cement curb. c. All new two-way traffic aisles shall be a minimum of 25 feet wide, d. All new parking spaces proposed for the rear portion of the site shall be double striped or incorporate a striping plan that is in character with the natural design of the center and subject to the satisfaction of the Director of Development Services. The minimum dimensions for standard sized parking stalls shall be 8.5 feet x 18.5 feet. The parking lot design shall comply with the Americans with Disabilities Act, for accessible spaces with one van-accessible space. B. Prior to construction of public improvements, unless other timing is indicated, the applicant/developer shall complete the following conditions. 1. Submittal to the City for review and approval of improvement plans to the Development Services Department for approval. a. Water main line extension may be required for installation of new fire hydrant/s as required by the Fire Marshal. The size and location of the water lines shall be that as established by a water system analysis prepared by an engineering firm designated and approved by the City. The applicant/developer shall pay to the City the cost of preparing the analysis prior to submittal of improvement plans. b. Improvements shall be constructed in accordance with City adopted standards and specifications, the latest adopted edition of the Standard Specifications for Public Works Construction and its corresponding San Diego supplements, the current San Diego Regional Standard. c. All new and existing electrical/communication/CATV utilities shall be installed underground prior to installation of concrete curbs, gutters, sidewalks and surfacing of the streets. The applicant/developer is responsible for complying with the requirements of this condition, and shall make the necessary arrangements with each of the serving utilities. d. The locations and sizes of all utility boxes and vaults within street rights-of-way and the City's general utility easement shall be shown on the improvement plans, landscape plans, and shall require screening. Resolution No. P-02-37 Page 8 2. The applicant/developer shall pay the following fees and post or pay appropriate securities. However, the City reserves the right to waive this requirement for City-initiated and/or City-funded projects. a. Improvement plan checking and inspection fees (only if there is an improvement plan for public improvements). b. Performance and payment securities (only if there is improvement plan for public improvements). c. Right-of-way and/or encroachment permit fees, if required as hereupon mentioned. 3. Submittal of a request for and hold a preconstruction meeting with a City Engineering inspector. The applicant/developer shall be responsible that necessary individuals, such as but not limited to, contractors, subcontractors, project civil engineer and project soils engineer must attend the preconstruction meeting. 4. Public improvements shall include, but is not limited to public street improvements (roadway paving, street lights, striping, drainage, etc.), and public water main and sewer main installations. 5. A right-of-way permit shall be obtained from the Engineering Division of the Development Services Department for any work to be done in public street rights-of-way or City-held easements. 6. No private improvements shall be placed or constructed within public street rights-of-way or City easements unless anyone of the following is satisfied. However, the City reserves the right to waive this requirement for City- initiated and/or City-funded projects. a. An encroachment permit has been issued by the City for the improvements; or b. An encroachment removal agreement has been executed by the developer/owner and subsequently approved by the City; or c. Approval of grading or improvement plans, on which a right-of-way permit has been issued for the private improvements shown to be constructed. d. The City reserves the right to choose any or all of the above, under certain circumstances when the City deems necessary. Resolution No. P-02-37 Page 9 7. The applicant/developer shall dedicate to the City an easement, a minimum of 20 feet wide for each new public water main line and new public sewer main line that is located outside of existing water/sewer easement or public street right-of-way. a. A processing fee shall be paid to the City at first submittal of easement document for review. b. Recordation of the easements in the office of the San Diego County Recorder may be deferred, with the approval of the City Engineer, prior to issuance of building occupancy. c. The above requirement does not apply if the City owns the property, in which this project is located. 8. The existing landscaping and fencing constructed in association with the improvement of Espola Road shall be protected in place, where possible and/or replaced if damaged. C. Prior to building permit issuance, unless other timing is indicated, the following conditions shall be satisfied: 1. Completion of and approval by the City of rough grading of the project site; 2. City approval of soils compaction report. 3. City approval of a certification of line and grade. The certification shall be prepared by the project's civil engineer or City-approved designee. 4. Completion of a property merger or a boundary adjustment of the parcels identified as APN 277-140-13, APN 277-140-14, and APN 278-320-10. 5. The building plans shall include lighting plans that depict parking lot light standards utilizing low-pressure sodium fixtures and lighted bollards shielded to minimize night glare. Supplemental and directional lighting shall be primarily provided through the use of lighted bollards. To minimize night glare, all parking lot shall be turned off at the close of business. Limited extended hours would be permitted in conjunction with planned City or private evening activities. The use of motion detectors may be substituted in lieu of keeping the several parking lights on all evening. The final approval of the lighting system is subject to the approval of the Directors of Development and Community Services. 6. Payment of development fees to the City, unless other payee is indicated. The fees and the corresponding amounts are as follows and are subject to Resolution No. P-02-37 Page 10 change without further notice. With the exception of the SDCWA capacity charge, the City may waive the other development fees. The amounts to be paid shall be those in effect at time of payment. Water base capacity fee (to be collected only if new water meter is to be installed) For 1" meter = $ 6,678.00 per meter For 1 Y:z" meter = $10,388.00 per meter Other meter sizes = Contact Engineering Division Water meter fee (to be collected only if new water meter is to be installed) For 1" meter = $ 270.00 per meter For 1 Y:z" meter = $ 600.00 per meter Other meter sizes = Contact Engineering Division SDCWA capacitv charae (to be collected only if new water meter is to be installed) - To be paid by separate check, payable to San Diego County Water Authority but remitted through the City of Poway. For 1" meter = $3,206.00 per meter For 1 Y:z" meter = $6,012.00 per meter Other meter sizes = Contact Engineering Division Sewer connection fee = $3,356.00 Sewer cleanout fee = $50.00 Sewer cleanout inspection fee = $25.00 Traffic mitiaation fee = $10,791.00' . 16.35 Ac. X 40 trips/ac. X $66 X 0.25 = $10,791.00 Drainaae fee = None Park fee = None D. Prior to the City's approval for occupancy and release of securities, unless other timing is indicated, the following conditions shall be satisfied: 1. Completion of public improvements, if any. 2. City approval of record drawings of the grading and/or improvement plans. 3. Dedication of easements to the City for new public water and/or sewer lines, Resolution No. P-02-37 Page 11 if there are new water and/or sewer lines installed outside of existing water/ sewer easements or public street right-of-way. 4. Posting of a warranty bond for the constructed public improvements, if any. 5. Grading securities shall be released only upon completion of the project and upon City approval of the record drawings of the grading plans. 6. Performance securities for public improvements, if posted and separate from the grading securities, shall only be reduced twice before completion of improvements. 7. Payment securities and remaining performance securities, if any, shall be released no sooner than 90 days after City's acceptance of improvements, posting of warranty security, and approval of record drawings. 8. Spoils, trash, and any debris shall be removed off-site to an approved disposal facility. 9. Install fencing, or other suitable alternatives as approved by the Director of Development Services, to prevent public access into the restored native vegetation areas. 10. The hours of operation will typically be sunrise to sunset, with exceptions for special public or private events as approved by the City. 11. Mitigate for 11.61 acres of impacts to Non-native Grasslands in the locations and percentages as noted in the EIS. The existing Blue Sky biological conservation easement will be expanded to include slopes revegetated with native plant species. A separate biological conservation easement will be also recorded over the off-site mitigation area. City staff is currently reviewing the final map. The conservation easement will be recorded when the legal plat for the mitigation area is approved. 12. The parking lot entrance shall be gated and locked at the close of each business day, with a Knox Security Key Box available for emergency access. 13. The use of amplified sound and music shall be carefully regulated and monitored to minimize potential impacts on the surrounding residents and native animal species. Sound mitigation measures shall include limiting the use and/or volume of speaker systems, orienting the sound speakers at the rear of the amphitheater so the sound would travel back toward the orator and away from the homes, and the use of ground mounted speakers where appropriate and feasible. 14. The following improvements shall be constructed to the satisfaction of the Resolution No. P-02-37 Page 12 14. The following improvements shall be constructed to the satisfaction of the Fire Marshal: a. Exit and entry driveways shall be a minimum width of 20 feet. b. The building will be required to install an approved fire sprinkler system meeting P.M.C. requirements. The entire system is to be monitored by a central monitoring company. System post indicator valves with tamper switches, also monitored, are to be located by the Fire Marshal prior to installation. c. Two fire hydrants will be required for the project. One at the rear of the building to support the fire sprinkler system. The second hydrant is to be located on Espola Road near the entrance. d. A Knox Security Key Box shall be required for the building at a location determined by the Fire Marshal. A breakaway padlock shall be required for the fire sprinkler system Post Indicator Valve. e. Fire Department access for use of fire fighting equipment shall be provided to the immediate job construction site at the start of construction and maintained at all times until construction is completed. f. Minimum 3A:40BC fire extinguisher required for every 3,000 square feet and 75 feet of travel distance. g. Fire sprinkler riser(s) shall be located within ten (10) feet of an exterior exit man door or shall be located inside an enclosed closet with an exterior access man door. Door shall be labeled with a sign indicating "Fire Sprinkler Riser." When the closet method is chosen, applicant shall provide 36 inches of clearance from the standpipe or attached additional risers, accessible by a 3'-0" man door. h. Public access and parking should be restricted on service roadway to the rear of the building. Private vehicles could impede emergency vehicles and use due to the inability to turn around without utilizing the "Y" at the end of the service road. I. Fuel management requirements shall be required in association with the development of the landscape plans. j. Fire lanes shall be designated and striped accordingly. Resolution No. P- 02-37 Page 13 Section 7: The terms and conditions of Conditional Use Permit 02-05 and Development Review 02-15 shall be binding upon the permittee and all persons, firms and corporations having an interest in the property subject to these permits and the heirs, executors, administrators, successors and assigns of each of them, including municipal corporations, public agencies and districts. Section 8: This approval shall become null and void if a grading permit is not issued for this project by July 30, 2004 at 5:00 p.m. Section 9: Pursuant to Government Code Section 66020, the 90-day approval period in which the applicant may protest the imposition of any fees, dedications, reservations, or exactions imposed pursuant to this approval shall begin on July 30, 2002. PASSED, ADOPTED AND APPROVED by the City Council of the City of Poway, State of California, at a regular meeting this 30th day of July 2002. ATTEST: ,r /', ,~ 7 ~~:' ~ l:i?i/ I§"' Lori Anne Peoples, City CI k Resolution No. P-02-37 Page 14 STATE OF CALIFORNIA ) ) SS. COUNTY OF SAN DIEGO ) I, Lori Anne Peoples, City Clerk of the City of Poway, do hereby certify, under the penalty of perjury, that the foregoing Resolution No. P-02-37, was duly adopted by the City Council at a meeting of said City Council held on the 30th day of July 2002, and that it was so adopted by the following vote: AYES: EMERY, GOLDBY, HIGGINSON, REXFORD, CAFAGNA NOES: NONE ABSTAIN: NONE ABSENT: NONE Exhibit A Resolution No. P-02-37 Page 15 Mitigation Measure Timing Responsibility Noise a. Conditions contained in the CUP resolution of During operations Applicant approval will include sound mitigation measures include limiting the use of speaker systems and/or orienting the sound speakers at the rear of the amphitheater seats so the sound would travel back toward the orator and away from the homes and/or the use of ground mounted speakers. Noise levels must be consistent with the requirements of the Poway Noise Ordinance. A complete Noise Analysis and mitigation measures will be developed prior construction of Phase II improvements arid incorporated into the project design. Biology a. Construction boundaries shall be clearly staked and Prior to Applicant flagged to indicate the limits of disturbance. grading/During Construction crews should be made fully aware of operation these boundaries. Orange construction or chain link fence should be installed along the boundary near any wetland habitat and Biological Conservation Easement areas. Fencing will be required to prevent intrusion into restored mitigation habitat. b. Staging areas for equipment and materials shall not During operation Applicant be located in proximity to the drainage or on unmitigated habitat areas c. Spoils, trash, and any debris shall be removed off- During construc- Applicant site to an approved disposal facility. tion/operation d. Mitigate for 11.61 acres of impacts to Non-native Prior to issuance Applicant Grasslands in the locations and percentages as of grading permit noted in the EIS. The existing Blue Sky biological conservation easement will be expanded to include slopes revegetated with native plant species. A separate biological conservation easement will be also recorded over the off-site mitigation area. City staff is currently reviewing the final map. The conservation easement will be recorded when the legal plat for the mitigation area is approved. e. To prevent edge effects degrading the adjoining Prior to grading Applicant native habitat, the landscape plans shall not include invasive exotic plant species in landscape areas adjacent to such areas and/or wetland habitat. f. Although no Gnatcatchers were observed in the Prior to grading Applicant project area construction activities are not permit, during encouraged during the breeding season. Potential construction construction noise limitations shall be consistent with the noise level policies noted in the Poway HCP. Resolution No. P-02-37 Page 16 r Lighting The building plans shall include lighting plans that Prior to Applicant depict parking lot light standards utilizing low- occupancy pressure sodium fixtures and lighted bollards shielded to minimize night glare. Supplemental and directional lighting shall be primarily provided through the use of lighted bollards. To minimize night glare, all parking lot lights shall be turned off at the close of business. Limited extended hours would be permitted in conjunction with planned City or private evening activities. The use of motion detectors may be substituted in lieu of keeping the several parking lights on all evening. The final approval of the lighting system is subject to the approval of the Directors of Development Services and Community Services. M:lplanningl02reportlcuplcup 02-05 exh A.doc