Exhibit C Page 1 of 14

Before the Conditional Use Hearing Officer Lower Merion Township, Montgomery County

Application CU 3747C

RECOMMENDATIONS FOR FINDINGS OF FACT, CONCLUSIONS OF LAW AND ORDER

This conditional use application was filed by Kimco Realty, LLC seeking approval to deviate from architectural and design standards of the Mixed-Use Special Transportation District pursuant to Code §155-87.25. A Conditional Use Hearing was held on December 17, 2015 before the Conditional Use Hearing Officer.1

1. The Applicant is Kimco Realty, LLC by its representative Geoff Glazer

(“Applicant”). The Applicant is represented by Jamie Jun, Esq. of Fromhold, Jaffe & Adams.

The record owner is Amerishop Suburban LP.

2. The Property is comprised of four separate lots: 0 Montgomery Ave., 42 St. James

Place, 75 St. James Place and 100 Coulter Ave. (collectively referred to as “the Property”). Two formerly private roads traverse the property: St. James Place and Parking Plaza; as well as one public street: Coulter Avenue. Although it was originally designed as a private road, Parking

Plaza was subsequently restricted to pedestrian access only.

3. The Property is bound by the following:

North: Montgomery Avenue; East: Sibley Avenue containing residential and office uses; South: SEPTA/Amtrak Paoli Thorndale regional rail line; West: Anderson Avenue.

4. The Property is the site of “Suburban Square,” considered to be one of the earliest retail shopping centers in this country. It has been improved with several Class II Historic resources listed on the Township’s Historic Resource Inventory. Suburban Square was designed

1 The Conditional Use Hearing Officer is authorized to conduct the hearing pursuant to Code §155-141.2.A.5. 1

Exhibit C Page 2 of 14

in 1926 by the architectural firm Dreher and Churchman and constructed from 1927 to 1931. It is

modeled on a downtown street with Art Deco style shops arranged around outdoor plazas and

walkways. The center is anchored by a tall, vertically striped high rise that was one of the tallest

buildings outside when it was built and became the home of the Main Line Daily

Times. Suburban Square was the first suburban location for a major retailer, Strawbridge and

Clothier. It has retained its architectural integrity as it expanded over the past 79 years and remains an attractive and popular suburban shopping destination.

5. The Property is located in the Mixed-Use Special Transportation District

(“MUST”). Lower Merion Township enacted the MUST in 2006. The MUST envisions higher

density, pedestrian friendly redevelopment and permits complete or partial redevelopment of

existing structures or infill of surface parking lots. Infill development which displaces surface

parking lots may be replaced with structured parking. The MUST ordinance requires high quality design pursuant to its design standards.

6. The Applicant received Tentative Sketch Plan approval on July 15, 2015 to construct:

a. A one story addition to the rear of Trader Joe’s measuring 3,445 square feet (“Trader Joe’s Addition”) as well as to demolish the existing detached freight shed after all necessary approvals are obtained; b. A two story, 28 foot tall building with 20,000 square foot of retail space on the first floor and 20,000 square feet of office space on the second floor along Coulter Avenue in the location of the existing “Dollar Lot” commuter parking area (“Dollar Lot Building”); and, c. A four level, 28 foot tall parking structure containing 571 parking spaces and 3,000 square feet of retail space along Coulter Avenue (“Garage”).

7. The Applicant subsequently submitted a Preliminary Land Development

Application for improvements at Suburban Square consistent with the approved Tentative Sketch

Plan.

2

Exhibit C Page 3 of 14

8. On October 12, 2015 the Applicant submitted a Conditional Use Application to provide alternative architectural designs for the Trader Joe’s Addition; the Dollar Lot Building and Parking Garage, pursuant to Code §155-87.25.C.3.

9. The Lower Merion Planning Commission reviewed the Preliminary Plan and

Conditional Use application on December 3, 2015 and made recommendations (See Ex. T-3).

10. The Conditional Use Hearing Officer conducted a public hearing at the Lower

Merion Township building on December 17, 2015.

11. Andrea Campisi, a Planner in the Lower Merion Township Building and Planning

Department, offered three (3) exhibits into evidence that were subsequently admitted into the record:

a. Proof of publication of the hearing notice (Ex T-1) b. Lower Merion Township staff memo dated 11/24/15 (Ex T-2) c. Planning Commission recommendations dated 12/3/15 (Ex T-3)

12. The Applicant offered eleven (11) exhibits in support of its conditional use application which were subsequently admitted into the record:

a. Overall Site Plan (Exhibit A-1) b. Rendered Site Plan(Exhibit A-2) c. Trader Joe’s Proposed Elevations, Option 1 (Exhibit A-3a) d. Trader Joe’s Proposed Elevations, Option 2 (Exhibit A-3b) e. Dollar Lot Proposed Elevations, (Exhibit A-4) f. Dollar Lot Proposed Elevations, Option A (Exhibit A-5a) g. Dollar Lot Proposed Elevations, Option B (Exhibit A-5a) h. Garage Elevations (Exhibit A-6) i. Horizontal/Vertical and Building Façade Elevations (Ex. A-7) j. Garage Elevations, Details (Exhibit A-8a) k. Garage Elevations, Details (Exhibit A-8b) l. Garage Elevations, Details (Exhibit A-8c) m. Garage Elevations, Details (Exhibit A-8d) n. Garage Floor Plan, Level 1 (Exhibit A-9a) o. Garage Floor Plan, Level 2 (Exhibit A-9b) p. Garage Floor Plan, Level 3 (Exhibit A-9c) q. Garage Floor Plan, Level 4 (Exhibit A-9d) r. R. Northfield, NCARB, RA C.V. (Exhibit A-10) s. Code Compliance Analysis 3

Exhibit C Page 4 of 14

13. Robert Northfield, NCARB, RA is a principal of BCT Architects based in

Baltimore, Maryland. He has more than 30 years of design experience in retail-driven, mixed-use

projects. He and his firm have won more than eleven global design awards and worked on

numerous mixed-use infill projects such as the proposed improvements at Suburban Square.

14. Northfield testified that the Trader Joe’s Addition has design features that do not

strictly comply with the MUST architectural design standards, but are more attractive and match

the existing façade. Specifically, massing and bulking is de-emphasized by a continuous metal

canopy supported by brackets and a metal trellis at the pedestrian level. Blank windows on the

south and west elevations are replaced with the canopy and trellis. Proposed façade materials are

cast stone at the pedestrian level and EIFS on the second story to match the existing façade. (See

Ex. A-3b.) These alternative designs are supported by Lower Merion staff. If code compliant

design elements were used, the addition would look like Ex. A-3a.

15. Northfield further testified that the Dollar Lot Building would have several blank

courses on the east elevation if MUST design standards were strictly followed, as shown by

blank windows and solid doors on Ex. A-5b. Proposed alternative design elements are glass

doors (with either display cases or door sidelights) and awnings, as well as clear glass windows

on the second floor, as shown on Ex. A-5a. Northfield testified that the alternative design avoids blank windows, creating a more inviting façade and better pedestrian experience.

16. The proposed Garage has code compliant façade articulation between the ground and upper levels on the south elevation where retail space will be located. The north, west and east facades are not strictly compliant with design standards, testified Northfield. Rather, various visual devices are proposed for the north, west and east facades where interior ramps and exterior sloping sidewalks make it difficult to achieve clear articulation between levels. Proposed visual devices are changes in materials, canopies and awnings to provide articulation, see Ex. A-7. 4

Exhibit C Page 5 of 14

Massing of the proposed Garage is deemphasized by horizontal and vertical articulation of the

façade, as well as projecting and recessed elements occurring more frequently than specified by

Code, see Ex. A-8 a,b,c. Solid precast panels are used on a portion of the west façade adjacent to

an existing bank. Northfield testified that awnings will layer the façade and meet the intent of the

MUST district design standards. The overall effect of the alternative design is a more residential

scale of the garage.

17. A member of the North Ardmore Civic Association, Hugh Gordon, testified that

the Applicant has done a good job addressing concerns about EIFS. Additionally, the proposed

façade materials for Trader Joe’s are acceptable to the Civic. Moreover, the proposed façade

with clear glass windows on the south elevation of the Dollar Lot building is preferred over the

façade containing blank windows, testified Gordon.

APPLICABLE ORDINANCES

18. The Mixed Use Special Transportation District is established as an overlay zoning district to encourage the development of transit-supportive mixed-use neighborhoods that foster economic viability, pedestrian activity and a sense of community. It recognizes the importance of public transit as a viable alternative to the automobile by permitting appropriate densities and a mix of land uses within walking distance to transit stops while, at the same time, providing sufficient off street parking to uses both in and adjacent to the MUST, Code §155-87.20A.

19. The Mixed Use Special Transportation District is intended to allow development that decreases auto dependency and mitigates the effects of congestion and pollution. The regulations create accessible neighborhoods and promote and protect the health, safety and general welfare of the citizens of Lower Merion Township. Further, this article is designed to enhance the economic stability of those areas of the Township to which the MUST applies, Code

§ 155-87.20.A. 5

Exhibit C Page 6 of 14

20. Architectural design standards are incorporated into the MUST district to ensure that the size and proportions of new buildings relate to the scale of existing structures, especially at street level, Code §155-87.25.C.1.

21. The general goals and objectives of the MUST include the following specific purposes:

a. Encourage mixed-use real estate development oriented to the rail station, transit stops and that promotes transit ridership;

b. Promote well integrated residential, commercial, office and civic development in close proximity to local and regional transit stations that have urban-scale development pattern;

c. Support new development that includes diverse pedestrian-compatible, higher density, transit-friendly designs and expands economic development opportunities and minimizes distances between destinations by requiring linked sidewalks and pedestrian oriented access;

d. Provide incentives for the creation of mixed-uses in keeping with the character, scale and architecture of the neighborhood, while using development design guidelines to promote compatibility of uses and stimulate pedestrian activity;

e. Maintain scale, balance and variety of commercial, institutional and residential uses;

f. Promote livability and identity of the neighborhood by providing for dwellings, shops and workplaces in close proximity to each other;

g. Enhance the visual character and physical comfort of the district by minimizing pedestrian and vehicular conflicts and encouraging the renovation and erection buildings and storefronts that provide direct connections to the street and sidewalk.

h. Discourage dependence on automobile use, thereby reducing traffic congestion and promoting alternative modes of traffic;

i. Encourage the development of shared parking and attractive and convenient off street parking facilities to reduce on-street congestion and facilitate vehicular and pedestrian circulation.

6

Exhibit C Page 7 of 14

22. Development design standards have been incorporated into this district to ensure that the size and proportions of new buildings relate to the scale of the existing structures, especially at the street level. The first three stories of new buildings must relate to the street level heights of existing buildings. The architectural features of the vertical and horizontal façade character of new buildings must relate to adjacent structures (especially at the street level). The setback of the new buildings must relate to the setback established by the surrounding existing buildings. Public parking structures located more than 50 feet from the street are not subject to this requirement. Code § 155-87.25.C.1.

23. The Board of Commissioners may, by conditional use, approve the use of architectural concepts, designs and materials which differ from those set above, if the applicant demonstrates to the satisfaction of the Board that such concepts and designs are in furtherance of the legislative intent of this article and of this subsection. Code § 155-87.25.C.3

24. The Applicant for a conditional use must also comply with general requirements found in Code §155-141.2, excerpted in pertinent part as follows:

Conditional Use Procedure and Standards (…) B. The Board of Commissioners may grant approval of the listed conditional use under any district, provided that the following standards and criteria are complied with by the applicant for the conditional use. The burden of proving compliance with such standards shall be on the applicant.

1. The applicant shall establish by credible evidence that the use or other subject of consideration for approval complies with the community development objectives as stated in Article I of this chapter and the declaration of legislative intent that may appear at the beginning of the applicable district under which approval is sought.

2. The applicant shall establish by credible evidence compliance with conditions for the grant of conditional uses enumerated in that section which gives the applicant the right to seek a conditional use.

7

Exhibit C Page 8 of 14

3. The applicant shall establish by credible evidence that the proposed use or other subject of consideration for approval shall preserve the character of the neighborhood.

4. The applicant shall establish by credible evidence that the proposed use or other subject of consideration for approval shall be properly serviced by all existing public service systems. The peak traffic generated by the subject of approval shall be accommodated in a safe and efficient manner or improvements made in order to effect the same.

5. The applicant shall establish by credible evidence that the proposed use or other subject of consideration for approval is properly designed with regard to internal circulation, parking, buffering and all other elements of proper land planning.

6. The applicant shall provide sufficient plans studies or other data to demonstrate compliance with the regulations for the permitted use or such regulations as may be the subject of consideration for a conditional use approval.

7. The Board of Commissioners shall impose such conditions as are advisable to ensure compliance with the purpose and intent of this chapter which may include without limitation planting and buffers, harmonious design of buildings, protection of watercourses, environmental amenities, and the elimination of noxious, offensive or hazardous elements.

C. Standards of proof.

1. An applicant for a conditional use shall have the burden of establishing both:

a. That his application for a conditional use falls within the provision of this chapter which accords to the applicant the right to seek a conditional use; and

b. That allowance of the conditional use will not be contrary to the public interest.

2. In determining whether the allowance of a conditional use is contrary to the public interest, the Board shall consider whether the application, if granted, will:

a. Adversely affect the public health safety and welfare due to changes in traffic conditions, drainage, air quality, noise levels, natural features of the land, neighborhood property values and neighborhood aesthetic characteristics.

(…)

8

Exhibit C Page 9 of 14

e. Otherwise adversely affect the public health, safety, morals or welfare.

3. In all cases the applicant’s burden of proof shall include the burden of persuading the Board by credible evidence that the applicant has satisfied the criteria set forth in Subsection C(1)(a) of this subsection. In any case where the Board requests that the applicant produce evidence relating to the criteria set forth in Subsection C(2) of this subsection or where any other party opposing the application shall claim that an allowance of the application will have any of the effects listed in Subsection C(2) of this subsection, the applicant’s burden of proof shall include the burden of persuading the Board by credible evidence that the allowance of a conditional use will not be contrary to the public interest with respect to the criteria so placed in issue.

FINDINGS OF FACT AND CONCLUSIONS OF LAW

25. The Applicant seeks conditional use approval, pursuant to Code§155-87.25.C.3, to use architectural concepts and designs which differ from those set forth in Code §155-

87.25.C.1&2.

26. Code §155-87.25.C.2.c sets forth architectural design standards to de-emphasize the massing of all buildings through the use of projecting and recessed elements such as porches, windows and dormers to reduce their apparent bulk and volume, to enhance visual quality and contribute to human scale development. Such breaks in facades and rooflines shall occur not more frequently than the width of two historic shop fronts (generally about 25 feet each) nor less frequently than 100 feet.

27. The proposed Trader Joe’s Addition de-emphasizes massing with a projecting metal canopy with brackets on the east elevation and by setting the addition further back than the existing wall on the west elevation. On the south elevation, the proposed addition is less than 100 feet in length and projects forward from the existing wall. The Applicant also proposes to continue a metal pedestrian trellis that matches existing elements on the north and west elevations, rather than provide blank windows and projecting cast stone pilasters. The Applicant has persuasively demonstrated through testimony and exhibits that it is not possible to design an

9

Exhibit C Page 10 of 14

addition in keeping with the existing building and incorporate breaks in the facades and rooflines specified by Code. The size and proportion of the proposed addition relates to the scale of the existing building, meeting the intent of the architectural design standards.

28. Code§155-87.25.C.2.e requires walls with less than 25% clear windows shall be articulated by two or more of the following: details in masonry courses; blank window openings trimmed with frames, sills and lintels; or recessed or projecting display window cases in

buildings occupied by a commercial use.

29. With regard to the proposed Trader Joe’s Addition, the Applicant’s initial architectural renderings show details in masonry courses and blank windows on the west and south elevations which meet Code requirements. The Planning Commission, however, indicated a preference for alternative design elements rather than blank windows in the south façade. The

Applicant, therefore, proposes a metal pedestrian trellis on the south façade, matching design elements on the existing north façade in lieu of blank windows. The Applicant has shown that blank windows on the east elevation are not desirable in order to continue the design of the existing building and ensure that the size and proportions of new buildings relate to the scale of existing structures as intended by the ordinance.

30. The south elevation of the proposed Dollar Lot Building is located at the rear of the building. It is not visible from the right of way but it is in plain sight to commuters riding the

SEPTA rail line. The Applicant seeks conditional use to not comply with Code Section 155-

87.25.C.2.e by providing less than 25% clear windows and not providing any of the additional articulation required in this provision. Instead, it proposes masonry courses combined with glass windows and doors, rather than including some blank windows on the south elevation. The

Applicant has presented persuasive exhibits and testimony demonstrating the proposed alternative design, incorporating clear windows and doors, is more aesthetically pleasing than it 10

Exhibit C Page 11 of 14

would be if some or all blank windows were to be included on the rear façade combined with

masonry courses.

31. Code§155-87.25.C.2.j specifies exterior wall materials and prohibits exterior insulation and finishing system (EIFS,) among other materials.

32. The Applicant seeks conditional use approval for EIFS on part of the Trader Joe’s

Addition to match the façade of the existing building. The proposed EIFS will have the same appearance and texture as stucco and will be used mainly above the pedestrian level. Cast stone will be used at the pedestrian level which should alleviate concerns about possible damage to the proposed EIFS and therefore, it is recommended as an alternative design.

33. Code§155-87.25.C.2.b sets architectural design standards for buildings including public parking structures such as the proposed Garage. It states, in pertinent part, “all buildings shall articulate the line between the ground and upper levels with a cornice, canopy, balcony arcade or other visual device.”

34. The proposed Garage meets architectural design standards on that portion of the south elevation where retail space is located. The Applicant seeks conditional use approval to use alternative visual devices on the remainder of the proposed Garage in lieu of the required articulation. The Applicant presented demonstrative evidence and testimony that the slope of the land on the west elevation and interior automobile ramps make it difficult to comply with Code requirements. (Ex. A-7 and A-8)

35. The Applicant has established that sufficient horizontal and vertical articulation will be provided through the use of visual devices, including changes in materials and the addition of canopies and awnings, except for one section of the west elevation, see Ex. A-7.

These alterative design concepts and features are in furtherance of the legislative intent of the

MUST article. The west elevation has a section of precast panels which will be largely obscured 11

Exhibit C Page 12 of 14

by a nearly flush adjacent building and, therefore, no alternative design elements are proposed by

the Applicant.

36. The proposed development complies with community development objectives stated

in Article I of Chapter 155 and the legislative intent of the MUST district, pursuant to Code

§155-141.2 (B)(1). It provides a mixed-use neighborhood that fosters economic vitality,

pedestrian activity and a sense of community in close proximity to public transportation. Such

development decreases automobile dependency and mitigates the effects of congestion and pollution.

37. The Applicant has complied with the general standards for conditional use approval found in Code §155-141.2 (B)(2), supra.

38. The Applicant has demonstrated that granting conditional use approval shall preserve the character of the neighborhood in compliance with Code §155-141(B)(3). The proposed in-fill

development enhances pedestrian oriented design intended in the district.

39. The proposed improvements shall be serviced by existing public service systems in compliance with Code §155-141(B)(4).

40. The proposed improvements have been properly designed with regard to internal circulation, parking, buffering and other elements of proper land planning, pursuant to Code

§155-141(B)(5), see Overall Site Plan (Ex. A-1).

41. Sufficient plans, studies and other data showing compliance with the regulations for the permitted use have been submitted to Township Staff, the Lower Merion Planning

Commission and the Hearing Officer pursuant to Code §155-141(B)(6),

42. The Applicant has agreed to comply with any condition which may be imposed by the

Board of Commissioners and accepted by the Applicant as required by Code §155-141(B)(7).

12

Exhibit C Page 13 of 14

DISCUSSION

The proposed infill development projects at Suburban Square meet multiple objectives of

the MUST District. They will add retail and office uses within walking distance to public

transportation, reducing auto dependency, while also providing sufficient off-street parking.

Attractive design with attention to pedestrian and rail commuter experiences will enhance the

historic . The Applicant’s alternative designs for the Trader Joe’s Addition and the Dollar Lot Building will result in facades that are more attractive than ones with strict

adherence to the Code would render. The size and proportions relate to the scale of existing

buildings, and they will improve views by pedestrians and rail commuters. The proposed Garage

adds more than 200 parking spaces at the site and will alleviate an already existing need for

additional parking, while reducing street parking in the surrounding neighborhood. An

alternative architectural feature on the approximately 58 foot long, 22 foot high blank wall on the

north west façade of the Garage near the bank is recommended, echoing the sentiments of the

Planning Commission.

For the reasons set forth above, the following Order is recommended to the Board of

Commissioners.

ORDER

AND NOW on this ___ day of January, 2016, the application of Kimco Realty for

conditional use approval is granted, subject to the following conditions:

Trader Joe’s: • The proposed metal canopy shall be extended around to the back of the building.

Parking Garage: • The applicant shall provide additional softening elements along the northwest façade of the garage, such as awnings and canopies or other visual devices.

13

Exhibit C Page 14 of 14

This grant of Conditional Use approval is based on the documents and plans submitted in support of the application, all of which are specifically incorporated herein by reference thereto.

By: Pamela M. Loughman, Esq. Conditional Use Hearing Officer Township of Lower Merion

14