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HomeMy WebLinkAbout05-07-2013 Adopted CC Min ,cy or nos MINUTES OF THE CITY COUNCIL m ;A OF THE CITY OF DUBLIN es REGULAR MEETING — MAY 7, 2013 CLOSED SESSION A closed session was held at 6:31 p.m., regarding: CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9: 1 case. A regular meeting of the Dublin City Council was held on May 7, 2013, in the City Council Chambers of the Dublin Civic Center. The meeting was called to order at 7:04 PM p.m., by Mayor Sbranti. ROLL CALL PRESENT: Councilmembers Biddle, Gupta, Hart, Haubert, and Mayor Sbranti ABSENT: PLEDGE OF ALLEGIANCE The pledge of allegiance to the flag was recited by the City Council, Staff and those present. REPORT ON CLOSED SESSION ACTION Mayor Sbranti stated there was no reportable action during Closed Session. ORAL COMMUNICATIONS Acceptance of Gifts to City from St. Patrick's Day Event Sponsors 7:05 PM 3.1 On motion of Cm. Hart, seconded by Vm. Biddle and by unanimous vote, the City Council recognized the sponsors and formally accepted the contributions. *- DUBLIN CITY COUNCIL MINUTES 1 47.E VOLUME 32 4° 440 1 REGULAR MEETING 4ry ;Y MAY 7, 2013 `� Appointment to Alameda County Mosquito Abatement District 7:12 PM 3.2 On motion of Cm. Hart, seconded by Vm. Biddle and by unanimous vote, the City Council adopted RESOLUTION NO. 56 - 13 MAKING AN APPOINTMENT TO THE ALAMEDA COUNTY MOSQUITO ABATEMENT DISTRICT BOARD OF TRUSTEES appointing Rich Guarienti to the Board of Trustees as the City of Dublin representative. 2013 Affordable Housing Week 7:13 PM 3.3 The City Council proclaimed the week of May 10-19, 2013 as "Affordable Housing Week" in the City of Dublin. National Public Works Week 2013 7:25 PM 3.4 The City Council presented the "National Public Works Week" proclamation to the Public Works Department. 4 City Clerk Award of Distinction 7:30 PM 3.5 The City Council recognized City Clerk Caroline P. Soto for receipt of a City Clerk Award of Distinction. 4 DUBLIN CITY COUNCIL MINUTES 2 ,s ' % VOLUME 32 c Q REGULAR MEETING v�v tr MAY 7, 2013 Public Comments 7:34:26 PM Dr. Stephen Hanke, Superintendent of Dublin Unified School District, provided public comment. CONSENT CALENDAR 7:39 PM Items 4.1 to 4.2 On motion of Vm. Biddle, seconded by Cm. Gupta and by unanimous vote, the City Council took the following actions: Approved 4.1 Minutes of April 16, 2013. Adopted 4.2 RESOLUTION NO. 57 - 13 ACCEPTING IMPROVEMENTS FOR TASSAJARA ROAD BETWEEN NORTH DUBLIN RANCH DRIVE AND SHADOW HILL DRIVE, FALLON CROSSINGS, TRACT 7617 WRITTEN COMMUNICATIONS — None. PUBLIC HEARINGS — None. *i UNFINISHED BUSINESS Dublin Crossing Project Status Update 7:39 PM 7.1 Debbie Kern, Senior Principal in Keyser Marston Associates, provided comments on this item. Jeremy Hollis, U.S. Army Corps of Engineers, provided public comment on this item. Dr. Stephen Hanke, Superintendent Dublin Unified School District, provided public comment on this item. DUBLIN CITY COUNCIL MINUTES 3 40 ere- VOLUME 32 (,:? REGULAR MEETING 0%.varEfr MAY 7, 2013 Joe Guerra, representative of SunCal, provided information to the City Council. Mayor Sbranti: We move on to 7.1, Dublin Crossings. Kristi Bascom: Good evening, Honorable Mayor, members of the council. Staff is going to provide a project status update on the Dublin Crossing specific plan and seek some input from the City Council on several key items as it relates to the further development of the project. Just by way of background for anyone's benefit, the project area is approximately 189 acres in total, primarily under the control right now of the U.S. Army. NASA owns a small piece. And the Alameda County Surplus Property Authority owns about 8.7 acres of this total project area, north of Dublin Boulevard and to the east of Scarlett, west of Arnold, and south of approximately Fifth Street on the Camp Parks space. We've talked about the project background many times over the years, but just in order to provide a comprehensive review for others. The U.S. Army requested the initiation of a General Plan Amendment Study in 2003. Right now the property has a General Plan Designation of public lands. So any future development to the site would require a GPA. In 2004, the city partnered with the Army in a Strategic Visioning Exercise, where- multi-day effort. Some of the people in this room were involved and developed some concept land plans for the future development on the site. After that there were ongoing discussions at the City Council regarding the future of the project site. The City Council provided feedback to the Army at that time, based on the process and outcomes and subsequent discussions, and conveyed some of the interests and hopeful objectives for the future to the site. In December of 2007, the U.S. Army moved forward with soliciting a master developer for the portion of property that they own and selected SunCal Companies as the master developer. A year later SunCal began some pre-development meetings with the city. And in April of 2011, SunCal signed an Exchange Agreement with the U.S. Army. And at that point the project became fairly active. In terms of times that we've been in front of the City Council with a status update and talking about the project, the first time was in August of 2011. And at that point staff came back to the City Council just to provide an update on where things were and to recap and put a bow on the Strategic Visioning Process. So at that point direction was received from the City Council to be flexible in terms of working with the developer and examining options for the project area. Last year, in May of 2012, staff was in front of the Council again with a project status update. And direction was received from the council on several key topics. One of the key ones was the proposed Community Facilities District, which is something that SunCal has mentioned is going to DUBLIN CITY COUNCIL MINUTES 4 VOLUME 32 titc REGULAR MEETING MAY 7, 2013 be a critical component of any project that moves forward on the project site with their involvement. So at the May 29, 2012 meeting, staff presented some information on the CFD, and the City Council requested some more information on a proposed Community Facilities District before any additional direction could be provided. At that point the City Council also provided feedback for the development of the future Specific Plan on some key areas, including the size of the community—that it should have a minimum of 20 net usable acres, but ideally more, was the feedback we received from the council. Secondly, that there should be five net acres of neighborhood parkland on one site, instead of two, which was one of the original concepts in the land plan. Third, that all project parks should be built in a timely and orderly fashion and to the appropriate development standards. And lastly, the Council directed staff to work with the application to ensure that any future Community Benefit Payments were made towards the front of the project approval in timeline, instead of later down the road. So since the May 29th, 2012 City Council meeting, staff and SunCal have been meeting on a regular basis and over the past year have been discussing potential refinements to the Draft Land Plan, potential changes to the project that we could try and advocate for to respond to direction provided by the City Council on May 29th, discussed and understood more—learned more—about SunCal's plans for a Community Facilities District, and also talked about design concepts for the community park and the means through which design for the community park could be reviewed and achieved. So staff and SunCal have been working to create the Draft Dublin Crossing Specific Plan that is intended to lay out the framework for the development of the project area. However, working through that, there are several policy questions that remain. And staff is seeking City Council direction this evening in order to complete the Draft Specific Plan. So tonight staff is asking the City Council to provide preliminary input on the development of the Specific Plan. What we'll do is take that, complete the Draft Specific Plan, which will then of course be reviewed and considered by the Planning Commission and by the City Council at a later date, in conjunction with the appropriate Environmental Impact Report, in accordance with the California Environmental Quality Act, CEQA. So staff is seeking input from the Council on five very specific questions that will enable the completion of the Specific Plan. They're outlined here and in your staff report. And we'll go through them one by one. And the way I'm thinking this will probably work best is I'll go through the questions, provide a little bit of background, in terms of staffs analysis, go through them all, and then take a moment for Council to ask questions. I know SunCal is here and I'm sure would like to say a few words and has a presentation. Then we'll come back to staff. And then we'll go through, individually, the questions and get your feedback at that time. DUBLIN CITY COUNCIL MINUTES 5 VOLUME 32 REGULAR MEETING ` Q`9• MAY 7, 2013 `�' So the questions relate to the creation of a Community Facilities District, the community park, including how the neighborhood park is to be designed in the specific plan, the preferred process by which the neighborhood park and community park would be designed and built. And just to close the loop on the Development Agreement Points that SunCal is proposing and making sure the other ones that we aren't calling specific attention to are acceptable to the City Council. So the first item of discussion is the Community Facilities District. For those of you who were on the City Council last May, we received a presentation from Sam Sperry at Meyers Nave. We called it a CFD primer. Just very kind of basic about what a Community Facilities District is, how they function, how one might be able to work here. That was on May 15th. And then on May 29th, we came to the Council looking for some direction on whether a CFD might be suitable and acceptable to the council for use in this project. You asked for some additional information. So over time we were able to work with SunCal to get that. That information was fed to Keyser Marston Associates, who is the city's consultant, who did an analysis of the CFD. Some of the details of that is that SunCal is projecting to fund approximately $47 million of infrastructure and development costs from the sale of CFD bonds, out of a total of 119 million. And the debt service on the bonds would be funded by a special tax on each residential unit in the project, and which is secured by a lien on that particular piece of property. So based on the analysis that Keyser Marston did and information that the applicant provided, the special taxes would range from about $2,200 to about $3,700 per unit on a yearly basis. And this is all based on the property valuation. Leading to a total property tax burden up to 1.75 of the assessed value. And then the cost range, total property tax burden of $8,400 to $13,000 per unit, per year. Now this wouldn't include any additional potential Homeowners' Association dues. So with that bit of brief information, the first policy consideration we'll be coming back to the Council and asking you to weigh in on is, is the creation of a Community Facilities District an acceptable financing tool for future development on the project site? And is the Council willing to authorize and participate in a creation of such a district? Now, nothing would happen as a result of this, but this is direction that the Council would provide as to—because SunCal has informed us that this is a critical component to their project, this would let us know whether the Council is amenable to a CFD or not. So the second question that we're gonna come back to you on has to do with the community park acreage. And the city's original expectations for the development of the project area included some substantial park planned beyond the minimum requirements. Those of you that either participated in the Strategic Visioning DUBLIN CITY COUNCIL MINUTES 6 VOLUME 32 f c•:; REGULAR MEETING " v MAY 7, 2013 � "`¢� Process way back when, or read some of the minutes or notes, know that we were, at that point, conceptually talking about some substantial bonus park acreage beyond the minimum requirements. However, parkland dedication is determined by the number of future residents to be generated by the project and the amount of commercial development. So staff, in terms of doing an assessment of SunCal's proposal, is looking at what the parkland dedication requirements area and then what bonus acreage is being proposed above and beyond that. So based on our analysis, the minimum parkland requirements in the project should be met. But bonus acreage to allow for items such as extra circulation space, passive recreation areas, extra parking for the Children's Museum, and no field overlays is turning out to be fairly negligible, depending on the size of the project. Understanding that the project is a range, or it's studying a range of 1600 units, up to about 1995 units; and a range of 75,000 square feet of commercial, up to 200,000 square feet. So there's an upper range and a lower range to what could be developed in the Specific Plan area. The table that's in your staff report is kind of the worst-case scenario. If everything developed at the upper range, what would be the additional or bonus park acreage? So what it does is spell out the required park acreage. Now for the community park, factoring in the Alameda County Surplus Property Authority parcel, which is being included in the project site, is going to be replaced in the community park. So it leads to the total community park acreage, what is required, and what is proposed, and whether there is any surplus or deficiency there. So what is required just to serve this future development at the upper limits is 24.6 acres. What is being proposed is a 28-acre envelope for the park. However, recognizing that in that 28 acres is a future manmade creek, intending to serve as a storm water conveyance that's 1.7 acres plus. We don't know what that "plus" is, but the 1.7 acres is of actual water flow area. All of this data just essentially leads to the fact that there is a required community park acreage of 24.6 and what looks to be net usable—even though we know the number will be slightly less, because this number gets higher—is 1.7 acres for a community park. Once you get into the neighborhood park category, based on the size of the project, six acres are required. Five acres are being proposed. So there's a slight deficiency there, which leads to an overall parkland surplus of under one acre. However, if the lower end of the residential range was reached and the lower end of the commercial range was reached, the project-wide parkland surplus amount would be close to six acres. The challenge, of course, in looking at all these numbers is we will not know until the land plan is locked in and the project starts developing over time in the different parcels whether it's gonna end up at the lower DUBLIN CITY COUNCIL MINUTES 7 er VOLUME 32 4,.< REGULAR MEETING Qv'� MAY 7, 2013 *'"e range or if it's gonna end up at the higher range. So we've tried to look at worst-case scenario, in terms of the parkland surplus amount and what we should be considering potential bonus acreage. Another challenge to layer on top of that is we haven't been able to get the information on the total size of the Chabot Creek, the water conveyance system that's moving through the park. We know how much the actual water flow area is, but there is, of course, creek bank that comes up above and beyond that. And so it's difficult for us to accurately characterize how much of that 28 acres of the park is net usable park acreage, minus the creek. Cm. Hart: Can I just ask a quick question? How come you haven't been able to get that figure? Kristi Bascom: We've asked the applicant for that figure, and they've been unable to provide it. So at this point staff is not confident that a community park with less than 26.3 net usable acres is sufficient. So when we come to this point in the discussion, the policy consideration question is, is the size of the community park acceptable? And so we'll be asking for the council to weigh in on that. The third topic that we'll be coming back to you on is the neighborhood park. The City Council in May of 2012 provided direction that they'd like to see one neighborhood park site of five acres instead of two of smaller sites. So what SunCal's current proposal is—and we just want to weigh in with the council to make sure this meets your expectations and needs—is there is a mixed-use super pad site right here on the corner of Arnold and Dublin Boulevard. And what the proposal is is within this large mixed-use block there would be the five-acre park site, a minimum of 75,000 square feet of commercial, and the opportunity for residential, if the market dictates that that's a desirable use. So instead of kind of what we do typically, which is to show green on the map of exactly where the neighborhood park is, the approach here, which staff is amenable to, is recognizing that the neighborhood park will be in there somewhere, but just waiting until such time to master plan that whole block with the combination of park and commercial and possibly residential uses. This is a departure from what we've done in the past, so we just want to have the Council provide some feedback as to whether you're okay with that approach. And so that would be the third policy consideration question. Is the proposal to include a five-acre neighborhood park in the mixed-use district on the Draft Land Plan acceptable? The fourth item that we're asking for Council direction on is the park design and construction. As all you who have recently approved some pretty exciting projects for new community and neighborhood parks, the design and construction of new parks in Dublin is a process that's typically undertaken solely by the city, with input from the community in the Parks and Community Services Commission. DUBLIN CITY COUNCIL MINUTES S ,�„ 8 •VOLUME 32 ci4i 4 REGULAR MEETING mow` MAY 7, 2013 Typically developers pay impact fees, which are then used to acquire the land and fund the park improvements. Parks and Community Services staff involve the community and the decision-makers in the developing the concept master plans. And then the parks are typically built by the city. SunCal's proposal for this project is to turn-key all the parks in the project area, which includes—from their perspective—designing and building the parks and dedicating them to the city as a finished product, which conceptually sounds very appealing. However, some of the challenges are that staff and SunCal have not agreed to the approach to calculating the value of the improvements and credits that they would receive as a result of doing this and that the city would be due, as well as the approach to designing the parks. Staff has determined that it could be difficult to ensure that the community's needs could be represented in the final park design if it's designed by the developer solely. And it would be difficult to ensure that the parks are designed and built to the city's specifications and high standards. But there are mechanisms for doing this. We just haven't been able to come to agreement with SunCal on exactly how that could be done. So thus, although staff is comfortable with SunCal actually constructing the park improvements, staff and SunCal are at odds on how to approach the design process. And so therefore the question that we have for the Council is which is the preferred process by which the neighborhood park and community park in the project would be designed and built? Is that something that the city should design, SunCal can build? Should SunCal be able to design it and build it? And so that's a question that we'll come back to you on. The last topic is the Development Agreement Points. This is a unique project and a unique process, in that SunCal's project proposal is the Draft Land Plan plus the Development Agreement Points, which are included as an attachment to your staff report. As you know from reading through this and being involved and hearing about the project over the past bit of time, the proposed project exceeds the city's requirements in some areas. It varies from city policies, guidelines, standards in others. And it also includes—part of the proposal, part of the project, as SunCal has described it to staff, is the formation of a Community Facilities District. That's an integral part of the project proposal. The package that they have put before staff and the City Council. So when looking at these Development Agreement Points, the combination of trade-offs needs to be considered and generally accepted by the City Council in order for the Specific Plan we're writing to make sure we're achieving the City Council's goals for the project area. The Development Agreement Points, as I'm sure you noticed, includes the financial contributions. This is just a table excerpted from what SunCal provided in the Development Agreement Points, with some additional information added on DUBLIN CITY COUNCIL MINUTES 9 VOLUME 32 i« cr,> REGULAR MEETING MAY 7, 2013 there. Part of what SunCal is proposing to provide to the city is a park maintenance endowment in the amount of two and a half million dollars; affordable housing buyout, so an alternative means of complying with the city's affordable housing requirements; contributions to an Iron Horse pedestrian bridge over Dublin Boulevard; the design and potential construction of that, should that project move forward; Community Benefit Payment of $7.5 million; and a contribution to the city to assist in the purchase of the Alameda County Surplus Property Authority parcel. That 8.7 acres on the corner of Arnold and Dublin. So as SunCal's explained it, these contributions would come over the course of the five phases of the development. SunCal is acquiring the land from the Army in different phases and different chunks. And so this is how they're proposing to lay out the financial contributions. And the only thing staff wanted to call attention to in this, just so it's clear in terms of what are contributions versus what are alternative means of compliance, is that the affordable housing buyout of $11.2 million is in- lieu of paying the in-lieu fees for affordable housing, which using our current in-lieu fee would amount to about $26 million. Well, not "about." Over $26 million. So although the total contributions total about $25 million, 11.2 of that is actually required to be provided in some fashion. And the 11.2 is actually a heavily discounted rate, based on negotiations with the developer. So those are the project contributions and also some of the project exemptions. Things that the project is not needing to do, in lieu of the contributions, such as paying the full in-lieu fee, providing semi-public facility land, and the like. So just some additional clarification there. So the last policy consideration question that staff will be posing to you is, are the Development Agreement Points that were included as an attachment to the staff Report, are they acceptable to the City Council? Because again, the Draft Land Plan and the Agreement Points are SunCal's package. It's their combined proposal. So we want to make sure that everything there works. Once we get this feedback from the City Council on those five questions, staff will be finalizing the Draft Specific Plan and working with our consultants on that as well as the Draft Environmental Impact Report. And releasing the public review drafts. We'll go through the comment period and City Council, Planning Commission workshops to review the specific plan. And moving that forward through the typical review and public hearing process. So at this point I'll go ahead and let the project applicant come up and explain a little bit more. Or, if there are any questions for me specifically. Mayor Sbranti: Let's ask questions first. And I know there may be ongoing questions of Council to staff, but we'll start with questions before we open up to the applicant. Vm. Biddle: Yeah, just as a matter of basis, what'd you say the current zoning was for DUBLIN CITY COUNCIL MINUTES 10 VOLUME 32 ,� REGULAR MEETING v MAY 7, 2013 this land? Kristi Bascom: The General Plan Land Use Designation is public lands. Military facility. And the zoning is agriculture. Vm. Biddle: Okay. And we have no agreement or understanding with the Army. The Army's doing their thing at their post, and SunCal's doing their work for them? Kristi Bascom: The agreement regarding property acquisition and the like is between SunCal and the Army. The city is not a party to it. Vm. Biddle: And at this time we have no formal agreement with SunCal? Kristi Bascom: Correct. They have a pre-application with the city. And we're drafting the Specific Plan and doing the environmental analysis. Vm. Biddle: And the land stays zoning the way it is until we change it? Kristi Bascom: Until the City Council takes an action to approve a General Plan Amendment and rezoning, yes. Vm. Biddle: Okay. Then you mentioned in the backup we had a meeting like this last year, in fact, about this same time. Kristi Bascom: Yes. Vm. Biddle: And there are some things that haven't been resolved yet, so some of the things we're doing tonight is trying to get those things resolved that haven't been accomplished yet. Kristi Bascom: There were some questions that were asked at that point, specifically regarding the park size and provided park acreage, that we have not been able to come to a successful conclusion with the application on. So we're coming back to the City Council and asking very direct questions as to what you'd like to see, so that we can finish up our Specific Plan. Vm. Biddle: Okay. Yeah. Mayor Sbranti: I just see this as part of the ongoing conversation. Because, as you pointed out, the zoning is public land, agricultural. So we're trying to land plan from the beginning, so there's gonna be a lot of questions. So it's an ongoing conversation. And there's certain things that in 2011/2012, that we asked staff to look into that we said we would consider. And now it's before us. And we can make some determination, now that we've considered some of these things, of whether we're amenable to some of these things or not, or whether there's certain things that we'd like to see. Cm. Hart: But this is also a different Council than it was a year ago. Mayor Sbranti: Correct. That's true. Any other questions of staff? Cm. Gupta: Kristi, really fast. Maybe I misheard, but going back to the [pro forma] spreadsheet for project contributions, on the affordable housing buyout, I think you had mentioned the 11.2 figure was heavily discounted. Kristi Bascom: Well, we have an inclusionary zoning ordinance that requires that in any residential project over 20 units, that 12.5% of those units be affordable. Now, in the ordinance it says that you need to build at least seven and a half percent of those, and you can buy out the other five percent at an in- lieu rate of$107,000 per unit. Now the ordinance also specifies that the City Council can approve DUBLIN CITY COUNCIL MINUTES 11 VOLUME 32 REGULAR MEETING o MAY7, 2013 rn "�J an alternative means of complying with the ordinance, which there are definitely developers who have done that. So they've come in with a proposal on paying a reduced rate. Not the straight in-lieu fee, but maybe a reduced rate, but paying it earlier. Various options exist. And people have been very creative with taking a look at those. However, if SunCal were to propose just buying out of all of their affordable housing at our current rate, it would be $26,751,000. Their proposal is to buy out of them at a reduced rate, which equals $56,000 a unit, and pay that over time. Cm. Gupta: So the 11.2, in essence it's an in-lieu payment for the in-lieu payment. Kristi Bascom: It's an in-lieu of the in-lieu. Cm. Gupta: In-lieu of an in-lieu. Okay. Cm. Haubert: And it's $56,000 per unit? Kristi Bascom: It depends, again, on whether the size of the project is on the lower end or higher end. They're proposing a flat fee of$11.2 million for 200 units, which is what would be required if the project was a 1,600-unit project. If the project goes up to the 1,995 units, they're still proposing to buy out at 11.2, but they'll build those remainder units that were not covered. Cm. Gupta: So it might be, like, $50,000 a unit or something like that. Kristi Bascom: $56,000 a unit, but they may end up building a few units. And it's spread out over several years, at later phases in the project. So, yes. The short answer is the 11.2 is in lieu of the 26. Cm. Gupta: And what was I was trying to focus in on is the per-unit contribution to inclusionary housing. And if we assume the base 1,600 and it doesn't move from that- Kristi Bascom: $56,000 a unit. Cm. Gupta: —it's $56,000. But our normal rate would be- Kristi Bascom: 107. Cm. Gupta: —two and a little bit more than that. So 120? Kristi Bascom: 107. Cm. Gupta: 107. Kristi Bascom: So it's just under twice that. Cm. Hart: So just to add on, 'cause I know that it's—on that 11.2, where does that figure come from? What are they basing it on, pursuant to our formula that we have specific formula guidelines for? Where does that 11.2 come from? Kristi Bascom: The 11.2 backs into, actually, the per-unit rate of$56,000, which was something that was negotiated. It was a figure that—a different developer received that same buyout rate for a different project. However, the unique aspect of why the rate was so low on that particular project in that negotiation was the affordable housing buyout was paid upfront instead of— Mayor Sbranti: Are we talking about Jordan Ranch? Kristi Bascom: Jordan Ranch. Mayor Sbranti: So in that instance, under our ordinances, it was $9 million. Okay? But we said we would take $5 million, because they paid it all upfront in the first three years. So even before anything was built, they paid upfront. And DUBLIN CITY COUNCIL MINUTES t, 12 VOLUME 32 Cr. REGULAR MEETING sWo MAY 7, 2013 John, maybe this is a question for you. Beause we have a certified housing element and we tout our affordable housing inclusionary zoning ordinance as part of complying with HCD and the affordable housing that we have, didn't we have to make findings for Jordan Ranch of some type to be able to do the opt-out? It's not just something we can just do. John Bakker: You have to find that the alternative means of compliance is consistent with the purposes of the ordinance. The inclusionary zoning ordinance. In that Jordan Ranch context, it wasn't clear that they were gonna be building right away. The city had a need for some money into the affordable housing fund for some projects that were proceeding. I think at that point—correct me if I'm wrong—the Arroyo Vista project was proceeding ahead. A lot of the money had come out of the fund. So there was a need to have that fund replenished. The affordable housing fund replenished. There was also another basis for that finding, which was that the units in that project were sort of affordable by design. Because of the way the market was at that particular point in time and the type of units that were provided, they were going to be affordable to moderate-income households when they came online. So that was the basis for that particular finding. Mayor Sbranti: Well, the other thing was I think the finding said about it not being close to transit. John Bakker: Correct. Mayor Sbranti: Because it was so far out, east of Fallon Road, that it didn't have the transit access. Vm. Biddle: And as we're indicating here, this is not a special fee. This is something every developer pays in some fashion, either in lieu of fees, or providing affordable housing. Or some combination. Kristi Bascom: Yes. Any residential project over 20 units. Yes. Cm. Gupta: Okay, so really fast. So the 11.2 is based on a bottom threshold. Kristi Bascom: Mmm-hm. Cm. Gupta: Assuming we exceed that, you had mentioned that the thinking would be SunCal would then actually build out those units? Kristi Bascom: That is their proposal, yes. They would pay the 11.2. And then, for instance, if the overall project ended up being at the upper range—the 1,995 units—there would be 50 additional units. And they have said that they would build those on site or provide for them. Cm. Gupta: Okay. And then this kind of goes with that a little bit, but if timing is critical on this chart here, can you give us some idea of how the phasing might work? Or is that a complete unknown at this point? Kristi Bascom: I think the applicant might be better suited to explain how that all comes together. Mayor Sbranti: Any other questions, Abe? Cm. Gupta: One other question on the park. But if there's questions on this, it might— Mayor Sbranti: Any questions on housing before we shift to parks? DUBLIN CITY COUNCIL MINUTES 13 VOLUME 32 al REGULAR MEETING SW. MAY 7, 2013 Cm. Gupta: No. Cm. Hart: We may you want to come back to this, though. Mayor Sbranti: Okay. Obviously we'll be asking questions throughout the night. Abe, your question on the park? Cm. Gupta: So, two questions. First one, there was a mention originally of doing two five-acre parks. And then we had merged into one single park. Kristi Bascom: It was actually two parks totaling five acres. So they had two two-and-a-half acres. And the City Council's desire last year was to put them in one and have it be a larger park. Cm. Gupta: Okay. I wanted to clarify that. And the turn-key issue regarding the parks, can you explain that a little bit more? What was meant by "turn-key"? Just so we're clear. I want to make sure if the applicant comes up, we're all talking about the same thing if we use the term "turn-key." Kristi Bascom: Sure. I'm gonna let Paul McCreary, our Parks and Community Services Director, take that one. Paul McCreary: Turn-key or developer-built can be interchangeable. But the idea was that they would—as we talked to you in May of 2012, the proposal is they would construct those improvements. The details would be on how we would actually get to that point of designing that, as we've done with some other developer-built parks, such as Schaefer Ranch and Ted Fairfield Park. Cm. Hart: Yeah, but either one of those two were built pursuant to our standards, though. To our policies. Paul McCreary: Correct. They went through the city's process. Cm. Hart: So I'm kind confused as to why it's proposed that the city not have any involvement in the design process. Paul McCreary: I wouldn't characterize that we wouldn't have involvement in the design process. It's just how that process would lay out. Cm. Hart: But what does that mean though? Paul McCreary: Whether that architect would work for the city, for SunCal, what the value of the improvements would be as far as a development credit. Typically our development agreements have defined an amount that the park would be built to. And then that would equate back to how many units of credit you would have back for 1,600, 1,900 units. Cm. Hart: And is that the piece that we're talking about? There's been no agreement into that process? Paul McCreary: Again, how it would be designed and how we would value the improvements are somewhere we're still far apart. Cm. Hart: And how—well, okay. I was gonna ask, how would we figure that out? But I guess we already have a policy and procedure for that, to do that, and that's not what's being proposed by SunCal. Paul McCreary: Correct. Cm. Hart: Okay. Vm. Biddle: Along that line, our history has been recently anyway—Positano we just opened. And that was a city-constructed park. We collected impact fees for that. We just awarded a contract for [Positano] Park. The same thing. It's a city construct after impact fees. That's been our history, generally, hasn't it? DUBLIN CITY COUNCIL MINUTES 14 •o. VOLUME 32 4;4 REGULAR MEETING b`� MAY 7, 2013 That we've been primary neighborhood parks— Cm. Hart: Well, Schaefer, though. Vm. Biddle: Schaefer's different. Paul McCreary: Correct. There's been two developer-built parks: Schaefer Ranch as well as Ted Fairfield Park. Vm. Biddle: Okay. And we've normally gone through a process where we get community involved, we have a committee, and review designs that are prepared. Paul McCreary: Correct. At this point we'd be looking at—what's been proposed is a conceptual park plan at development agreement level, without a lot of look at the detail. And so, again, if there's not as much control by the city of that design process, when you look at a multi-phase, such as a community park that could be built out over 10 or 15 years, interest in the community changes over time. Needs change. And so, again, if the details aren't hammered out well in the front end, it would really constrain, I think, the city's ability to respond to those changes. Cm. Gupta: So were Fairfield and Schaefer, were those considered turn-key under the rubric the Parks Department has, in terms of... Paul McCreary: Again, I think turn-key, developer-built, just kind of different phrases. But, yeah, it was a collaborative process on the design, built by the developer, and then given over to the city. In exchange for a certain amount of credits towards their development. Cm. Gupta: So turn-key doesn't imply no community involvement in the design. It just means the developer would be building the park. Is that correct? Paul McCreary: Based on a plan that would be decided upon at the development agreement level, early on. So as residents move into the park or the area, we'd be building a park that would not have their input, such as we've seen at Schaefer Ranch or at Ted Fairfield. Cm. Haubert: I'm still really confused, though. Because if we have a process and we're saying that the developer is not agreeing to that process, I'm looking for a solution. And so I'm asking, have there been no solutions provided? Or have there been solutions provided? We just haven't agreed to do it? This is a "How do we construct a park?" question. We have a practice, as Don mentioned. We collect fees and build. We have another process, as mentioned. Turn-key from the developer, but with our involvement and input in the process. I'm hearing that we haven't agreed to. So my question is, have they proposed something different than that process, and what is it? And what do we have issues with, side by side with, say, the Fairfield or Schaefer Ranch process that we already have? City Mgr Pattillo: So if I could take that question. One of the three—we need direction on that. So the idea is that what's being proposed, is that you will have to weigh on those various options. That's what's there. Because the proposal is the way that it's presented. And then the applicant will mention a little bit more about that. But there are three. We gave you three different options. So the idea is that it's out there. Mayor Sbranti: So just to clarify. And I do have a follow-up question on this. So just to DUBLIN CITY COUNCIL MINUTES 15 VOLUME 32 e (; 4, REGULAR MEETING �v MAY 7, 2013 clarify. I think as we know—it's been already established—we know our process. We collect fees. We build the park. We have the community input. Then the process where a turn-key developer builds. As you said, it's not there'd be no community involvement. There'd be community engagement, but the developer would build the park. Both parks. Then there's the hybrid approach, where the city takes care of the community park. Maybe they do the neighborhood park. So those are the options before us. And obviously because there's been disagreement on this, it becomes a policy decision for us to decide. Here's my question. So the good thing, I guess, in the last year, where we have a little bit more clarity, is we were asked maybe to consider this. And it was something a year ago that council said we would consider and study. So that was the direction, given this consideration. A year's gone by. We're kind of at a loggerhead. So we have to make a decision. But within that last year, we have had a developer-built. We've had two process: one with Schaefer and one with Positano, as Don alluded to. Staff seems to be recommending going with the city-built park. Kind of our normal process. Or is that a recommendation? Or does staff have a preference on the process for the park? Paul McCreary: We continue to discuss having a developer-built park. Mayor Sbranti: Okay. Paul McCreary: It's a matter of how we get to that point. Mayor Sbranti: Okay. Paul McCreary: Which, again, would be more of the detail that we see at the DA level. Mayor Sbranti: Okay. So then I guess my question is, the experience with Schaefer, how was that? 'Cause we have a point of reference that we didn't have 12 months ago. And I don't know if Joni or... City Mgr Pattillo: I'd be more than happy to weigh in. I would have to say that Discovery Home Builders have been a very collaborative developer. And even with that, we have had some challenges. Not insurmountable. Because the idea is that we meet and discuss and kind of reconcile those differences. It has not operated as smoothly as probably we would like. But the idea is that one of the things I just want to highlight for you is that's a neighborhood park. Not a community park. You're talking about more green grass. The complexities of a neighborhood park versus a community park are different. And so the idea is that there have been challenges. Not insurmountable. The part is that we've had a highly responsive developer that when there has been concerns, even as it relates to park standards— you would assume that park standards are as straightforward as possible. But even with that there is subject for discussion about how they meet those park standards. We have a certain kind of pipes that we want that are park standards as far as PSIs and all that kinda stuff. So I would have to say that we are at a better place with Discovery Home Builders. They have been very DUBLIN CITY COUNCIL MINUTES 16 c.,.. VOLUME 32 0 c REGULAR MEETING c,�c� MAY 7, 2013 ��, receptive. But it's proven to be somewhat challenging. Because when you assume that there's a standard, that the standard is kinda like the floor and not the ceiling. And we have had discussions about reducing the floor, which also compromises the park. Because one of the areas we have concerns with is water pressure. So those things, I have to commend both sides of the staff working at different alternative means. So even with that meeting the developer and discussing kind of the possibilities. But it has been challenging. But a lot of it has to do with the fact that we do have a very responsive developer in Discovery Home to kind of rectify some of those concerns. Mayor Sbranti: Kevin? Cm. Hart: Can we go back to the clarification I guess last year about the two five-acre parks, Kristi, in reference to—I'm sorry, two two-and-half. Did the Council suggest that it go to five, or was that part of the flexible? Kristi Bascom: The five, it was always that number. It was always five acres of Neighborhood Park that was proposed by SunCal. And the Council's direction was have it consolidated in a single park, as opposed to two smaller parks. Cm. Hart: And can you refresh my memory why we said that? Kristi Bascom: At that point it was in conjunction with the discussion about the community park. And the size of the community park perhaps not being adequate to accommodate both the unique amenities that the council was interested, as well as sports fields. And with a 28-acre park there was going to need to be sports field overlays or not enough fields to be in compliances with the Parks and Recreation master plan. So the council's suggestion is to have a single, larger neighborhood park, in the event that sports fields needed to be accommodated there, as well as in the community park. Cm. Hart: So we don't really, truly know the impact yet, in reference to the land plan, because we haven't gotten to that. Kristi Bascom: The impact of...? Cm. Hart: The potential for having the ability to go back to a two-and-a-half acre park, versus a full five-acre. Kristi Bascom: Right now, as it's proposed, is there would be the five acres of parkland within that larger mixed-use super block. So there would be five acres of neighborhood parkland in there with the commercial and residential. How that would interface and what the design of that would be is further down the road. So we do know where it's proposed and what it's proposed to be adjacent to. But we don't know exactly what would be included in that neighborhood park. And what would be included in the community park, the developer— the applicant—would like to build out the community park in compliance with the conceptual plans that they have shared with the council and I think are prepared to share with the Council again this evening. Cm. Hart: Okay. Mayor Sbranti: And if I recall, part of the discussion really had to do with—as we know, DUBLIN CITY COUNCIL MINUTES 17 VOLUME 32 ertiezip9, REGULAR MEETING MAY 7, 2013 most neighborhood parks are more passive in nature. They're more passive. I mean, they might have a basketball court, usually unlit. Or they have a couple passive uses. And the thinking was, well, the community park is predominantly passive. But there was concern about the size of the community park and trying to get too much into it. So the thinking was, well, maybe we can get some more athletic use—if I recall—into the neighborhood park. But it seems as if—and again, this is a further Council discussion— but if we're gonna incorporate the neighborhood park into a mixed-use concept, which we'll have that discussion about, that might not lend itself as much to some of those athletic uses, per se, I wouldn't think. Kristi Bascom: It's hard to say at this point. Mayor Sbranti: Okay. Vm. Biddle: Yeah, I remember that, too. We were concerned if you have two small parks, playing fields wouldn't fit in. They'd be difficult to fit in. And I also remember with two small parks, one of 'em was gonna end up pretty close to the larger community park. Kristi Bascom: I think we—yeah—over time have looked at various iterations of the land plan that had the smaller neighborhood parks in different spots. Cm. Hart: Yeah. I'm good with the one five-acre park. I just want to know how we got there and if that was the best way to do it, in light of any potential changes of the land plan. 'Cause I agree with the deficit of sports fields that we have in the city. So I just wanted to make sure we were talking about the same thing. Mayor Sbranti: Absolutely. David. Cm. Haubert: So there was also a discussion at one point about having the neighborhood park co-located with a school site, right? So could you help put color around that? Kristi Bascom: That's no longer the proposal from SunCal. Right now the Draft Land Plan that we have in here—in your packet as well as what they have provided— shows what I think is an 11-acre site devoted solely towards school uses. That was something that was brought up and was part of SunCal's proposal in the May 2012 workshop that we had with the council. The Council provided some feedback to staff to work with the school district to take a look at that. We did, and in concert with the applicant realized some inherent challenges of that. And this is the resulting proposal in their Draft Land Plan. Cm. Haubert: So back in May, we talked about five acres. We talked about two and a half and two and a half, but giving direction of five. We give some other direction that perhaps the five could be co-located with the school site, go try to work it out with them? Cm. Hart: No, that's not what she's saying. Kristi Bascom: That direction was not provided. The Council directed staff to—the land plan that was previous to this one actually had this same block here, but had a line right around there. The northern part of it, eight acres was devoted to the school and three acres of this was proposed joint-use DUBLIN CITY COUNCIL MINUTES 18 VOLUME 32 , REGULAR MEETING MAY 7, 2013 neighborhood park and school use. And then there was another neighborhood park, I believe, right around there, of two acres. So there was a three-acre joint-use, and then there was a two-acre stand-alone neighborhood park. Cm. Haubert: My confusion comes with, I thought the direction was for five acres together. Kristi Bascom: Correct. Cm. Haubert: Okay, so before May of last year is when the discussion of the three and two was discussed. Kristi Bascom: The three and two was the proposal that came before the City Council in May. Cm. Haubert: Okay. Kristi Bascom: So there was direction to take a look at the potential for joint-use. Whether it be in exactly this same configuration or something different was kinda left open. But the Council's direction was a single neighborhood park—with all the acreage combined—of five acres. And to discuss and explore the potential for joint use, which we did. And the resulting proposal from the applicant is to not have any joint-use acreage identified with the school, but to instead have the five acres in this master block here. Cm. Haubert: Okay. Vm. Biddle: Question about parks now that we're on it. Our history with the larger community parks, not a neighborhood park, that has been that we collect fees and build them ourselves, similar to what we're doing at Fallon and Emerald Glen. That we've done the major parks ourselves. We planned them. Kristi Bascom: Correct. Mayor Sbranti: I have another question. Any other questions from the Council? My only question is regarding the fiscal analysis. Because I know the staff report— well, I know there was the study done relative to CFDs. And I know we'll have the CFD conversation. So we have some information on that. We'll make a decision one way or the other on CFDs. I know the ER. We all understand the EIR process. The fiscal study, in terms of understanding is this project fiscally neutral. 'Cause that wasn't mentioned in the staff report. What's the status? Is that something we're just gonna see with the final project? What level of fiscal analysis has been done? Especially in light of last week's budget study session, where we needed to think about operational costs, especially as it relates to General Planning Amendments. Because [unintelligible] Specific Plan. A fiscal analysis was done at the time that plan was adopted, to show that it was fiscally neutral. So [with] changes to that plan, based on our [Eastern] Dublin Specific Plan policies and based on our own General Plan policies, talk about fiscal neutrality. Which has always been a core tenet of the Council. So maybe if you could just talk to me a little bit about where that is or when we might see the fiscal analysis. Linda Smith: So currently the fiscal analysis is underway. KMA—Keyser Marston DUBLIN CITY COUNCIL MINUTES 19 VOLUME 32 crrik REGULAR MEETING MAY 7, 2013 Associates—who did the CFD analysis, is also working on the fiscal analysis. And we're still crunching some numbers as it relates to the ongoing infrastructure and maintenance costs. We received some additional direction last week, I believe. I'm looking at Debbie Kern, who's here from Keyser Marston. So I would suspect we will have it done fairly soon. And then we'll sit down with SunCal if it does come in to be fiscally negative, to talk about ways we can get it to become fiscally neutral. But based on what I'm hearing as the discussion, the goal is fiscally neutral. So we're gonna continue to work towards that. Mayor Sbranti: Well, our own General Plan says that. Linda Smith: Correct. Mayor Sbranti: So I can't imagine—that's kind of a core tenet. Linda Smith: Just want to reiterate that that's where we're at. Mayor Sbranti: Okay. Vm. Biddle: Well, to support that, attachment nine in our backup, the city goals that were set way back in 2004 by that council, the number one item for this project was, "Plan should have a net positive fiscal impact on the city. That's always been our... Mayor Sbranti: David, you had a comment or question. Cm. Haubert: Yeah, so somebody mentioned earlier, phasing. And so was phasing talked about it in 2012? May? Council Member Hart mentioned, "Hey, this is a little bit different Council." And as I look at this today I might have four or five other things that I would provide direction on, one of them in particular being schools. And so as I talk about phasing, a question comes up about, one, are we able to at least look at the phasing of the project and look at the school site of that? And two, look at really increasing our collaboration with the school district to the point where we can ask them, given whatever phase the school is planning to come in, "Can you comment back to us what that does to you from an impact standpoint?" And point being, we've heard recently from the community that there's an issue about overcrowding in the schools. That students are generated before schools are being able to be generated. And here's an example where we're gonna be talking about phasing. And homes on the ground maybe before schools on the ground. And that's not our bailiwick necessarily, but I would really like to see us proactively ask the district for a response around, how are they gonna house the students? What would be their plan? Can they do it? And then collaborate with them on ways perhaps it can be done. And I don't mean to throw an extra burden into the process, but, again, I wasn't on the Council then. I am now. Mayor Sbranti: It's no burden. Cm. Hart: No, that's a legitimate issue. And I think that both the city and the school district, as well as the developer, have been talking about it. I don't know what the fruits of that totally was, but it has been discussed in the past. DUBLIN CITY COUNCIL MINUTES 20 VOLUME 32 �l REGULAR MEETING MAY 7, 2013 "�� Mayor Sbranti: Thank you for raising that issue. And I know maybe it's a question that the applicant can address, in terms of what we're gonna see in the different phases. They might be able to address that, as well as Dr. Hanke also has a speaker slip in. So he could speak to the district's needs as well. So thank you for raising that. Vm. Biddle: And along the line of schools, my understanding was the district needed 12 acres, not 11 acres. Kristi Bascom: That is the direction they've provided to staff as well as the applicant. Vm. Biddle: Okay. Mayor Sbranti: We can hear from them as well on that. See what the latest needs are. Cm. Hart: You said as well as the applicant? Kristi Bascom: Correct. Cm. Hart: So I lost you then. So the district is recommending for 12, and what is the applicant? Kristi Bascom: Their proposed Draft Land Plan has an 11-acre school site. Cm. Hat 11? Kristi Bascom: Mmm-hm. Cm. Hart: Okay. Cm. Gupta: But we're gonna hear from the district, right? Mayor Sbranti: Yeah. We'll get to that. Cm. Gupta: We can get to that. Mayor Sbranti: Abe? Cm. Gupta: I apologize. I meant to bring this up earlier, and then we got sidetracked a little bit. In the staff report, you mentioned looking at turn-key approaches on the parks from other fast-growing cities in California. Can you elaborate on that briefly? 'Cause I read the note, but there wasn't too much meat to it. Is there any more substance to that? Kristi Bascom: Yes. Paul McCreary: So we reached out to probably about over 16 different fast-growing communities throughout northern and southern California. And talking with about 11 of those. And again, the strong majority of them, they provide for the ability to do a turn-key or developer-built neighborhood park. There was only a couple that really provide that for a community park or something that was multi-phased. And so just what we were finding is that that really was the focus, was to be successful in that neighborhood park arena. Cm. Haubert: One last question. I apologize. Mayor Sbranti: David? Cm. Haubert: In the discussion of turn-key versus collect fees and in this particular proposal, was there a discussion around—and I may have missed it; it may have been presented—the timing of that? In other words, are they allowing for turn-key upfront, versus we collect and build after? And I have to mention that because it's important. If we build it ourselves, we collect fees and build over time. And we look at Fallon and we look at Emerald Glen. It's taken a lot of years. If we get a fully turn-key upfront or towards the beginning, maybe DUBLIN CITY COUNCIL MINUTES 21 VOLUME 32 REGULAR MEETING MAY 7, 2013 there's an option to get a fully-completed park sooner. But if it's over time or at the end, then we could be looking at a 10-year time horizon. So help me with that. Paul McCreary: Well, part of the over time is that you're also developing the population— the housing population—there to have the funds to support that park. So if you front 30 acres of park, but the homes aren't there built for it, you're gonna be subsidizing the maintenance of that for quite a while. So even we do have parks that are built in phases, it does work with our kind of pay as you go and keeping no debt. Cm. Haubert: But is the turn-key proposal to do it upfront? Or is the turn-key proposal— Cm. Hart: No, I think it's in phases. Paul McCreary: For this, it's in phases. It's not upfront. Cm. Gupta: But it would be faster, probably. Just practically it would be faster than a non-turn-key approach. In terms of getting the product. I guess the question is, do we want the product sooner? 'Cause we have to maintain it, right? Or not necessarily? Paul McCreary: It just would depend upon the players in place, developers in place, whether it goes fast or slow, or the pace of development. So I wouldn't want to answer that right now. Cm. Hart: And this is one of the issues that they need clarification on, so I think we'll [unintelligible] Mayor Sbranti: So we'll get into that, in terms of the policy discussion. When we talk about Specific Plans, this is its own specific—it's not an expansion of the Eastern Dublin Specific Plan. This is gonna be a stand-alone Specific Plan. Is that correct? Kristi Bascom: Correct. Mayor Sbranti: So in terms of the fee structure, what fees are being used. 'Cause we have the downtown TIF. We have the Eastern Dublin TIF. The transit center has its own. Are we developing our own methodology in terms of our own fee structure, or are they using the Eastern Dublin fees? What's the fee structure for public impact fees and everything else? Kristi Bascom: Right. That has not been determined yet, in terms of the exact—many of the city's impact fees are citywide. Some of them are specific to particular districts. We have been discussing with SunCal the traffic impact fee. And if we can extrapolate from that discussion, we should—and the developer— assume that the Eastern Dublin fees would apply. The equivalent of them. They wouldn't be necessarily Eastern Dublin fees 'cause they aren't in the Eastern Dublin Specific Plan. But the expectation is that the fee structure would be very similar to Eastern Dublin. Mayor Sbranti: And one question on the CFD. The staff Report alludes to a few other examples of CFDs. You mentioned the Bay Meadows project. A couple others. Similar to the outreach that was done to the fast-growing communities, where we talked to them about their parks. Did we do any outreach to those communities as it relates to the CFDs and how those CFDs operate in those communities? Kristi Bascom: I'm gonna ask Debbie Kern to address questions related to the CFD. DUBLIN CITY COUNCIL MINUTES 22 VOLUME 32 Q�w--D REGULAR MEETING a,*b`G, MAY 7, 2013 Debbie? Mayor Sbranti: And Debbie's with...? Kristi Bascom: Debbie is with Keyser Marston Associates, who is the city's consultant on this. Mayor Sbranti: Oh. Great. Wonderful. Debbie, you can just come right here. Thank you. Debbie Kern: Good evening. We prepared the review of the CFD. And regarding outreach, many of those projects, they haven't been built yet. So in terms of the experiences of the Bay Meadows, for example, that CFD was just issued in 2011 or '12. And so they don't have the experience. But in general, I think that they are—they're a successful way of funding infrastructure. And so you can have problems when you have market declines. And that's why it's important that the tax rate not the excessive beyond the two percent. But in general they're a very widely- accepted form of financing for infrastructure. Mayor Sbranti: And in this instance, if I can clarify, it's 1.75, right? They're not looking at the two percent maximum? It's less than that. Debbie Kern: That's correct. They're looking at a maximum cap of the all-in tax burden, which includes the base of one percent ad valorem tax rate, plus the overrides, plus assessments, plus the CFD levy. The total sum being 1.75. Mayor Sbranti: And again, just further clarification. The estimate—I know it's not exact—of total infrastructure costs is $119 million. The CFD is not for the entire infrastructure burden. It's for $46 million of it being proposed. Debbie Kern: Yes. $48 million is the current estimate in current dollars. Mayor Sbranti: Okay. Net present. Okay. Debbie Kern: Yeah. Mayor Sbranti: Okay. Vm. Biddle: Just to clarify, the $46 million, what they propose, all goes to them. Nothing goes to the city directly. Debbie Kern: That is to fund a portion of the costs of infrastructure. So it's their off-site costs and all of their—it's all public infrastructure. You can't spend it on any private improvements. It's all publicly-owned improvements. Mayor Sbranti: Via the bonds. Vm. Biddle: But to administer the program, we would be reimbursed. Debbie Kern: Yes. It's a burden on the private property owners. It's a lien on their property. And the money is raised through the taxes and it goes to service that ongoing. It's not an obligation of the city. It's an obligation of the property owners. Cm. Haubert: Did we reach out to [unintelligible] ranch [Windermere] for outreach? I mean, I have my own sort of anecdotal sample of two. One from each. And I can share when it gets to that point. Debbie Kern: Sure. I did not contact any cities. Cm. Haubert: Oh, got it. Okay. Mayor Sbranti: And just refresh my memory, 'cause I know this was covered a year ago, but just for the benefit of everyone. So the burden's on the property owner. But if they don't pay their tax, it's a lien, right? So what happens then, in terms of how—I guess it's just a lien on the property? How does ultimately DUBLIN CITY COUNCIL MINUTES 23 VOLUME 32 �rND REGULAR MEETING MAY 7, 2013 the bill get paid? What ends up happening? Debbie Kern: Well, then it's similar to any other—I mean, I'm not sure exactly what happens when it goes bankrupt, to be honest. Cm. Gupta: Well, wouldn't it be treated as if you didn't pay your property tax? Debbie Kern: Yeah. Cm. Gupta: You'd have a tax lien and presumably— Debbie Kern: And then it goes to auction and— Cm. Gupta: You'd have a default and a trustee sale. John Bakker: Mayor, members of the council, under the bond covenants, the city usually has an obligation at a certain point when there's a significant amount of defaults—non-payments—the city has to go out and foreclose on the properties. So that's an obligation that usually shows up in the [CFD] bond covenants. That's the main sort of ongoing obligation that may be an issue for the city at some point in the future. Vm. Biddle: So it's the city responsibility to administer. John Bakker: In general, if everything is going smoothly in a CFD, the county property tax system—it just gets administered. You pay your tax bill, and the city gets the money and it uses it to pay the bond holders. But if folks stop paying their property taxes or these assessments, then the city may have an obligation to foreclose. Vm. Biddle: And that point does not involve—the developer already has their money and they're gone, basically. John Bakker: Well, the developer may still be involved as one of the property owners, but most of these foreclosure events are later on in the process, after individual homeowners may own the property. Mayor Sbranti: So why don't we do this. We may have other questions later for staff. Thank you very much. This is something perhaps, again, that the applicant can maybe address. How they see the CFD playing out and some of the issues that have been raised over time. I do have a couple speaker slips, but I'm gonna let the applicant go first. If there's anybody after the applicant who would like to speak, fill out a speaker slip, give it to Caroline. Right now I have Jeremy Hollis and Dr. Hanke. Those are the two speaker slips. It's not a public hearing, but obviously we'll allow public comments. So fill out a speaker slip, give it to Caroline, if you would like to address the Council after the presentation by the applicant. At this time we'd like to call upon the applicant for the presentation. Mr. Guerra. Joe Guerra: Mayor, if you'd like, Jeremy Hollis is from the Army Corps, so he's actually going to comment on something relative to the construction process we're talking about. I'd be happy to let Dr. Hanke go ahead so he doesn't have to sit through all of this. Cm. Hart: I think Dr. Hanke's gonna stay for the entire—[laughter] If I was a betting man. Mayor Sbranti: You know what? Actually, that's not a bad suggestion. I'll give people the option. So we'll start with Jeremy. Jeremy, would you like to speak now or DUBLIN CITY COUNCIL MINUTES 24 VOLUME 32 REGULAR MEETING 2"`'� 9�ii MAY 7, 2013 would you like to wait? And I'll give Dr. Hanke the same option. And I'll give it to other members of the public. Either/or. Jeremy Hollis: Hello, Mayor, City Council, staff. My name's Jeremy Hollis. I'm with the Corps of Engineers out of Sacramento. The Corps is responsible for coordinating and administrative for the Army Reserve the real estate exchange that's taking place over at Camp Parks. And we've been working with SunCal for about six years. I just want to speak two different things. The Sacramento office is in charge of the real property exchange program for the Army Reserve in the western United States. Everything from the Mississippi. And just briefly what that exchange is, is that an applicant like SunCal will create and construct for the Army something—a facility, roads, or whatever—and once that's completed, the Army will give over a piece of land to the applicant. And so that's the process that we're in now. The two things I want to talk about, one is the urgency that we hope that the city will feel towards moving this along. To the extent that it's delayed, it delays what's created for the Army Reserve over at Camp Parks. And you're all familiar with Camp Parks. It's a big asset to the region, but it's also a very old facility, created during World War II and shortly thereafter. The new facilities that are gonna be created are roads, infrastructure, new facilities—buildings, training centers for the Army Reserve that benefit the soldiers, benefits the mission of the Army Reserve. To the extent this whole process gets delayed, frankly it puts this whole project in jeopardy. Things can happen. We went just through an economic downturn. Things are getting healthier now. I can't see what's up the road a couple years from now. Maybe you can. My concern is that to the extent it gets delayed, there's more unknowns. That's both in costs and in market conditions. So I encourage you to move as expeditiously as you can. You've got a lot of issues here. And it kinda makes me get cross-eyed. But that's what you get paid for. I don't. The new projects that are being built at Parks will be energy efficient. They'll be up to current codes—ADA compliance, energy compliance. And they'll really help the mission of the Army Reserve. So that's why the government wants to do this. Second thing I want to talk about is your whole issue about—it was number four in your construction decision—the park issue. Building something. The way our process works—the federal process—is that the Army Reserve says, "Okay, here's what we need." And we define it—our specifications, our standards—in a form that we call—it's a Department of Defense 1391 form. But we say a shopping list. "Here's what we need." And we turned it over to SunCal. We've had very good success with them working with us to define what that is. We've had [unintelligible], a DUBLIN CITY COUNCIL MINUTES 25 VOLUME 32 REGULAR MEETING \T o MAY 7, 2013 number of things with the people at Camp Parks to make sure—the garrison at Camp Parks is our client—that they're getting what they need. So your concern about the city park, our experience so far—and we've been working on this for two years, since our exchange agreement was completed. We gave SunCal five or six projects that we're saying, "Here's what we need. Here are the specifications." Frankly, we don't care what it costs them. We just need them to build it. And our input has always been requested. We review things. So in terms of the city having say in it, it's very cooperative. They're very responsive. And so far, so good. The advantage is the government doesn't have to—we get new facilities without putting up any money. We give them land. So that's just what I wanted to share with you. Thank you very much. Mayor Sbranti: Great. Thank you very much. Dr. Hanke? Stephen Hanke: So two times in one evening. I feel very fortunate, thank you. Mayor Sbranti, members of the City Council, and City Manager Pattillo and staff. A school in this development in this area of our community we think would be absolutely ideal in order to help us bring the entire community together. We think it makes really, really good sense. Our interests from the very beginning of this conversation have never changed. 12 acres, with a fence, and maintaining a strong relationship with the city. Those are our main interests as we look at this. And I thought tonight I should share just a little bit about what's behind that, 'cause I think it is important for your consideration this evening. Our school district continues to grow at high rates. Five to seven percent per year. We grew close to 600 students this year. We anticipate 600 students next year. We're running out of room. And it is true, Mr. Haubert, that kids are coming faster than schools are being built. And that is definitely an impact. Because of that growth, we look at our demographic projections very regularly. Now it's two and three times a year. At one point it was annually. But with the potential of added units in Camp Parks it's clear we need a school. We need a school on that site. And like all schools in the district, they serve multiple parts of the community. Not just a single neighborhood. So this is likely to be a school that would serve the Transit Center. Probably Dublin Ranch West as well. And the timing of those developments also impacts the need for that school in the center of the community. In a time when we have shrinking budgets, there is a clear need on the other end of that equation to increase efficiency. And the board has taken steps to do that by increase the standard of size of our elementary schools. It is now 750, plus or minus 100. Dougherty Elementary, Green Elementary, Kolb Elementary, are all now at or above 750 students. The newest school online, [Amador] Elementary, is going to be designed to house 900 students. Bigger schools, more efficiency to run. They also require more acres. That's why we're requesting 12. DUBLIN CITY COUNCIL MINUTES 26 VOLUME 32 4 REGULAR MEETING c> time'' MAY 7, 2013 Secondly, Dublin schools are safe. That is a critical factor in successfully educating children. We know that. Children need to be safe and feel secure in order to maximize their potential. With the tragedy in Newtown, Connecticut, this point has been brought home to virtually every school across this nation, including ours. And we are carefully looking at facilities, supervision, and policies, and how to ensure that. Hence, our need to continue to have the interest in a fence on that school, much like the schools in the east of our community: Kolb, Green, Dougherty. That's the issue there. Now we have begun discussing the potential of a school on this site with city staff. We always do. Got a great partnership. We always have that conversation. And of course, pending the outcome of the Council's decision regarding this development, we will continue to follow up with what is needed to make this happen. But for this evening, I want to make clear again I know what our interests are. It's 12 acres with a fence and maintaining that relationship. And I greatly appreciate your time. Thank you. Cm. Hart: So, Doctor, I have a clarifying question. So the emphasis on the fence. I don't understand that piece. Why the emphasis on the fence? I understand the reasoning behind it, but why are you discussing that piece in this circumstances? Stephen Hanke: At one point in the conversation there was a conversation about a joint park and school field, with no fence. And that's just not gonna work for us. Cm. Hart: Okay. So it was part of the context of the discussion— Stephen Hanke: Yes. Cm. Hart: —that you were having with the developer? All right. Which included the park issue? Stephen Hanke: Both. But the developer as well as the city. These have been ongoing conversations that we have had. Mayor Sbranti: Yeah, and we have to have the discussion on the acreage, but it seems like on the issue of the—they have a different proposal. City Mgr Pattillo: Just as far as a clarification on that, one of the things is to explore the potential as far as—in other communities they have the split-rail fence. That the idea is that there are certain signage points that—"the public is unable to use during this time." We have neighboring cities that do that. And life changed for all of us after Sandy Hook. So the idea is the consideration that the school district was looking at split-rail fence, being amenable to that, having light signage. Because it has to do with access. I don't want to get caught up in this discussion about the fence. It has to do with the fact that it's a neighborhood park. And it has to do with access. So the idea that what looks like—doesn't feel like a neighborhood park. And so the idea is that Dr. Hanke, along with the school board, was agreeable to take a look at that. But things changed. Cm. Hart: It's pretty sad in our society, though. Because when I was on the school board many years ago, your predecessor was adamantly opposed to any kind of fencing around any kind of schools. And it's interesting how life DUBLIN CITY COUNCIL MINUTES 27 VOLUME 32 MQ., REGULAR MEETING a v`4 MAY 7, 2013 '� 9�, changes, unfortunately. Stephen Hanke: Yeah. That's absolutely true. Thank you. Mayor Sbranti: I think Abe has a question. Cm. Gupta: Dr. Hanke, since you're up there, I was wondering if you could give some more context to the 12-acre figure. 'Cause I know for me it-12 acres, 11 acres, 10 acres—it seems like a very abstract conversation. You had alluded to the need for size as a function of efficiency. But can you elaborate on that number and sort of help maybe contextualize that? Stephen Hanke: Yes. That is a Department of Education recommendation, in terms of numbers of kids and size of school. And that fits that. As a matter of fact, when you get beyond 900 students, then that number increases to 14 acres. So it significantly moves depending upon where that is. And that is a Department of Education recommendation. Mayor Sbranti: That's their standard, right? Stephen Hanke: Yes. Cm. Haubert: So are we saying there's a 900-student school is what we're targeting for that site? Stephen Hanke: No, I'm not saying that. I'm saying that the board's standard is 750, plus or minus a hundred. They made a decision to build Amador at 900, because of the circumstances of that community. And I believe they would always have that option, yes. But at this particular point, their standard is 750, plus or minus 100. Cm. Gupta: Okay. And the second concern I had was something that Councilman Haubert alluded to earlier, which was the connection between the school and timing. And again, I want to kinda reserve judgment a little bit until we hear from the applicant. But there is this potential that there may be a period when we have individuals living there with children, who would need to be in the district, and there would not be a school site built. And given the concerns that we've heard in the community about sizing and portables, I just wanted to kind of hear your take on that and potentially how that might shake out for the district. Stephen Hanke: We actually are experiencing that today at Kolb Elementary and Green Elementary School. The board just recently approved interim for both of those school sites, as Amador Elementary School is built. And many of those students are from neighborhoods that will be in the Amador Elementary area, we believe as soon as the school is finished. So what's happening is the houses are coming faster than we have the capacity to handle them in many cases. And we anticipate that this may continue. We're already working with the developer on the Jordan Ranch property for a school site there. And we're moving as fast as we can. But I would also share with the Council that one of the things that we are struggling with is state funding to support the building of schools, which has just about dried up and is a significant issue to all school districts that are growing. And as you know, they are supposed to provide approximately 50% beyond your developers and your local funding. But that's in question right now because the running out of funds in the state bond measure. DUBLIN CITY COUNCIL MINUTES 28 VOLUME 32 444> REGULAR MEETING 'vat MAY 7, 2013 So there's several issues that we're working with. And that's why we think this is a very important element to the community. And you are absolutely accurate, Mr. Haubert, when you recognize that sometimes there's a need for those kids faster than the schools can be built. And our only response can be interim housing, filling up all the schools, changing boundaries, doing transporting across the entire community, which is never an ideal for students and their families. Mayor Sbranti: Kevin? Cm. Hart: So, I have several comments. I'm not sure how many I want to say. But have you had discussions with the developers—different developers—in looking into pursuing the developer-built schools? Stephen Hanke: We have. We utilized that process a number of times in the past. And we felt that we met with mixed results on that. And we have gone to other operational funding sources. Lease-leaseback has been something that we have felt has been more effective for us at the time. But we have had some conversations. And we're never closed to that. Because ultimately we need the school. Cm. Hart: So just a little bit of a history lesson here. We used to—years ago, when I was on the school board—say 450 was the max for schools. Now we're talking 750. All right? Which is just incredible. If we got a hundred extra students from one year to the next, all right? Now we're talking 600. All right? This is absolute critical issue for the schools in Dublin. All right. And I'm certainly gonna encourage the City Council, and I know the school board will take immediate heed to the issue. Not to mention, are we one or two in the state as the fastest-growing city in the state? Male Speaker: Two. Cm. Hart: We're gonna need to do something yesterday. All right? Or we're gonna be housing kids in portables, which no one likes to do, and/or we're gonna be housing kids going all over the different city, and parents are gonna be screaming because one child'll go here, one child'll go over here. It'll take 'em 20 minutes just to get to school. All right? It's incredible. And I know that you're on top of it, Dr. Hanke. Cm. Haubert: Are you having a flashback, Kevin? [laughter] Cm. Hart: Well, I could be, right? Cm. Haubert: I feel your pain. [laughter] Cm. Hart: I could be. Because, I tell you what, just to hear the numbers alone is frightening from the changes that have occurred. What's the population now of the number of enrolled students? Stephen Hanke: We are 7,500 now. We'll be 8,000 next year. Cm. Hart: So we were 3,600 when I was sworn into the school board in '96. So it's a significant impact. It really is. And it's something that we need to address, collectively. All right? As a community. So that our students obviously have places to learn and grow and have some growth. Stephen Hanke: Assistant Superintendent Beverly Heironimus just handed me another couple of bullet points that I think may be part of the discussion. And it has DUBLIN CITY COUNCIL MINUTES ^ 29 i�4 VOLUME 32 t io? REGULAR MEETING b >% , Sr'MAY 7, 2013 to do with access to the school site. Perfect example is Kolb Elementary School. As the school came first and the development later, the actual access to the school site was shrunk down. And that now has impacted traffic issues that we're dealing we think very effectively with the city, in making some adjustments along the way. But we're looking for access issues to the school sites as well. Because as you know, once the school opens, they're coming. And they've gotta be able to drop the kids off. Gotta be able to be there. So it could be an issue for consideration as well. But that's something we would work with the city on. Mayor Sbranti: I do have a question. Obviously, number one, hopefully we get a new state education bond in 2013. I know they're working on it. I know it's needed. But as you mentioned, there's virtually very little funding, if any left, for the state allocation, from the past bond, Is there a methodology that triggers when you need a new school? In other words, in terms of the amount of units in a particular that triggers? I know you mentioned that you do your demographic projections two to three times a year. In other words, is it at 200 units in this development you're gonna need a school? Is it 500? Is it a thousand? I know that's based on other factors, including enrollment in other schools across the city, but what's— because this is a phased-in project, which is a little bit more complicated, do you have any sense of when that might be? Stephen Hanke: We really don't because of the unknowns of when the other developments will be completed. And I don't know the scheduling, for example, of Dublin Ranch West. But I do believe that that's probably sooner than this potential development. As is the potential of the next phase of a portion of the Transit Center, as an example. So we really don't know. But that's why we watch it so carefully. And that is also why as students do come in, we definitely fill the schools up. And we do divert students. But we want to hold that back as an option until later on. There isn't a specific number that we look at. But we do want to run as efficient schools as we possibly can. So a school of 200 obviously is less efficient than a school of 650 or 750. So that's kind of it. Mayor Sbranti: Don? Vm. Biddle: One question that relates to school construction. You have two options, like we do with parks. You collect fees and build the school yourself, or you have the developer build. Stephen Hanke: Yes. Vm. Biddle: You've built the schools yourself recently. Stephen Hanke: We've done both. Vm. Biddle: Okay. Stephen Hanke: We have done developer agreements and had developer-built schools, and we've built schools ourselves. Vm. Biddle: Okay. You haven't had any discussions about method to this point then? DUBLIN CITY COUNCIL MINUTES , �,� 30 VOLUME 32 '`g�c REGULAR MEETING c -c'' o MAY 7, 2013 '`�, Stephen Hanke: On this particular potential site? No, we have not. Mayor Sbranti: All right. Thank you, Dr. Hanke. Stephen Hanke: Okay. Thank you very much. Mayor Sbranti: Great. I don't have any other speaker slips. I'll give a chance for someone to speak at the end. But seeing no one else, we'll call upon Mr. Guerra again. Joe Guerra: Thank you, Mayor Sbranti, members of the City Council, and City Manager Pattillo. As over the years I've met with many of you regarding our project, one of the things I frequently say at the very beginning of my comments as we're heading for Council meetings is my preference is always to come to the dais and say, "We agree with staff recommendation. Please move forward expeditiously." I will apologize in advance for what you will clearly note as frustration in my voice tonight, because of my inability to do that. I have a presentation regarding the entire proposal, all the way from the Land Plan to the term sheet that we have offered to the city. And then we also have a subsequent presentation from David Gates of David Gates & Associates, as it relates very specifically to Central Park and the neighborhood park and the issue of build-out and conceptual plans and how we got to where we are today. And I will try as I go along to cross off things that have come up this evening that wasn't part of my proposal. But let me go backwards very, very simply. And I will address this in a little more detail from a historical perspective as it relates to school. Right now, today, our illustrative Land Plan shows 11 acres owned by Dublin Unified School District on this site, bordered by four roads that we will build for them, and leave a pad for the school to be built. I will talk in a little bit about how the district's guidelines have evolved during our process and sort of how we got to 11. I will point out to you that this master block is 11 because of the sort of strange street alignment here. This master block is 12. The way that the Land Plan currently is designed and what we worked with city staff is that it designates this as a school, but it has an overlay for residential, if when we get there the school district doesn't want it. We could do the same exact thing on this block. And deal with it as we go along. We haven't got down to the nitty-gritty with the school district of, if it's 750, does 11 work, versus 900, 12 works. I appreciate not wanting to be constrained with 11, 'cause that's where the streets are. The very easy way to solve that could be done very, very simply with that overlay district including both, saying it's one or the other. Leave that to us to work out with the school district, from the standpoint of the transfer of that land, if and when the time comes and the district wants that land, to move forward. I'm before you tonight with a project that quite frankly we're very, very, very, very proud to propose to you. And we believe that when this is built out, we will all look back and be very proud for having been involved in the process. At least in my brief history. We talk a lot about the number of DUBLIN CITY COUNCIL MINUTES - 31 VOLUME 32 4, REGULAR MEETING MAY 7, 2013 years we've been working with the Army, but I appreciate the city's been working longer than we have on this property. So I want to start with an issue that relates to reminding everyone how this transaction is structured and recognize that this a very, very high- risk transaction. We're not buying a piece of dirt from the Dublin Land Company at the corner of Tassajara and Dublin at a fixed price, and then go and build. It is much more complicated than that. As many of you will recall— and I'll get into this in a second—there are very specific projects we're building for the Army. We didn't pick the order of construction. They did. It leads to some strange phasing. But there's been some discussion that, "Gee, since we've started, home prices have gone up, so you're gonna be able to make more money." It's really important to point out—as Mr. Hollis from the Army Corps pointed out—we don't have a set price with the Army. We have a set of buildings we have to build. Price of steel goes up? That's on us. Construction costs go up? That's on us. They get those buildings regardless. So as home prices go up, it's pretty safe to assume that building material and construction costs are going up as well. So essentially, our price that we're paying for the land goes up as well. And I will also point, as I know Vice Mayor knows very well 'cause he was at the groundbreaking, we've already broken ground on the first project. We're under construction. We've signed an $8 million construction contract with San Jose Construction for the new main gate, which will access off of Dougherty, a new police administration building, a new visitors' center, and several security elements that are in project one. As I pointed out, the complexity of the phasing, no one in the development community in their right mind would ever propose something that looks like this for phasing. But as I just stated, we didn't get to choose what buildings happened when. So, for example, you all know this is the existing main gate. So we build a new main gate, we get to tear down the old main gate, and we get that piece of land. It would make sense to move this way and head over towards Arnold and do this development, or move this way and head over towards Scarlett. Well, here's what's called an RTS-MED, which is a medical training facility. Here's an [AMSA], which is a maintenance supply activities facility. Those aren't the second project that the Army told us they want built. So they're not gonna be done to be able to be developed, which is why we have this very strange move up to phase two. So what would normally be a circumstance where I'd get a nice rectangular piece of land and go from east to west or north to south just isn't the case on this property. Again, because—and we signed up and we knew this—that there was a very complex transaction that had to be consummated to make this all work. DUBLIN CITY COUNCIL MINUTES 32 VOLUME 32 Cat REGULAR MEETING : �y ;, MAY 7, 2013 An example of the complexity of this. As we've been working with your staff on the Land Plan—and quite honestly, the Land Plan and the street configuration really hasn't changed from last May. But, for example, where G Street connects to Scarlett—on the Land Plan that we had last May in front of the council, G Street came in a little bit farther to the south. And your former traffic engineer suggested that we move it a hundred feet. So this is the new potential G Street alignment. It's still moving. But that's where it is today on our land plan. What you will notice is this blue line, which is the phasing line, doesn't work. So we immediately noticed that and said, "Okay. We need to go back to the Army and talk about changing the lines on the phasing." We then noticed, when we asked them to put over an aerial, oops, this building and this building are actually in the last phase of what we're building for the Army. So if this alignment stays there, the only way we can achieve it before the very, very end, after we've done everything, would be if we paid to build temporary—and a point on size, because it's always hard to recognize how big things are because of how big this site is. This little [tiny] rectangle, it's very, very small, right? That's 13,000 square feet worth of warehouse. So these two warehouses, if we had to go front-load building temporary facilities to accommodate G Street, we gotta build 26,000 square feet worth of—either build them early or build some sort of a temporary facility. So again, this isn't done by any stretch of the imagination. But just to make the point again about the complexity of what we're dealing with. And again, I'm not at all complaining about the staff request to move G Street. It made sense when it was suggested to us to do it. It's just what you run into when—the complexity of this transaction. The other thing—as we just go along and talk about this—is try to look back on where we started, which, again, recognizing the city's been involved in this longer than we have. In 2009, the school district standard was eight acres for a school site. They had smaller-occupancy elementary schools. And so in 2009, before we went and negotiated a agreement with the Army, we did a full Land Plan. We bore the cost of something of this level of detail, which is very, very early in a process, trying to figure out, what could fit? What can it really be worth when we're done? So we could know what we could afford to pay the Army. And so for example, this has an eight-acre elementary school and a 25-acre city park. We met with the mayor and council that time. We met with senior staff. Because we're trying to mitigate the risk that we were stepping into. And said, "Okay, as we're looking at this, does this make sense?" And that was the first point where we started talking about the size of Central Park and turn-keying. And when we say turn-keying it means we pay for it. Not we give you a piece of dirt and you then figure out when DUBLIN CITY COUNCIL MINUTES 33 VOLUME 32 tra REGULAR MEETING MAY7, 2013 you've got enough fees to get around and build it. So the offer to the city was, look, we knew what alternative five had in it. 46 acres of land, which was what was the city's request was—not built land—wasn't feasible to give the Army what they want. So we came back and said, "Well, would 25 make some sense, if we built it for you?" So we took that feedback. Proceeded with our discussions with the Army and eventually went to a plan that was the basis of the business terms for the deal with the Army. The only thing that did come up at that point in the conversation was there was a discussion about maybe creating an endowment. 'Cause it was like, okay. Yes, we don't have the money to build it— we, the city, don't have the money to build it. Thank you for that. We don't really have the money to maintain it. 2009, everybody's budgets was crushed. And so there was a discussion about, well, would we be willing talk to about funding some sort of an endowment? And a million dollars was suggested as a number. And we said, "Okay. We hear that. That makes sense. We get the city's operating budget is strapped." So we then spend the next two years negotiating with the Army in what was a painfully slow process with the federal government and the multiple branches of the Department of Defense that we had to negotiate with. After we signed the agreement and had the signing agreement with the Army we began very, very specific negotiations with city staff, trying to begin to negotiate a development agreement term sheet. Very, very positive conversations that led up to May of last year when we came to the council. It was in those conversations that we were asked to make the park larger. It was at that window of time that the school district changed its guidelines to 10 to 12. So it went from eight to 10 to 12. So, the city asked for three more acres of park. School district was asking for two to four more acres of land for the school. We were asked for the endowment to grow to 2.5. We were asked, in an entirely new concept, to pay 7.5 million for the Community Benefit Payment. And an affordable housing in-lieu fee was proposed. And just to be extremely clear—and I'd be happy to provide all the documentation of redlines that went back and forth with city staff—we didn't propose the level of the affordable housing in-lieu fee. city staff did. It was proposed to be frontloaded. When staff came to us when we were talking about the seven and a half million for Community Benefit, how do we get a bigger park, what do we do, one of the things the staff came back with was said, "Well, you know, there might be able to be a way to frontload affordable housing fees and lower them if you pay them early." That was in what we brought to the council last May. That was the way it was structured. Community Benefit was spread over time. Affordable housing was frontloaded. So as it was stated earlier by the city attorney about findings that you'd have to make and how do you justify this, that was DUBLIN CITY COUNCIL MINUTES r .. 34 VOLUME 32 o <OR') N REGULAR MEETING TMv MAY 7, 2013 "`' the way it was structured at that time. We, in the conversations back and forth with staff and the redlines that we worked on, said, "Look, we think we can do all of that." We talked about having a CFD to help finance the infrastructure load. And it's not just infrastructure. It's all the city fees. DSRSD fees, zone seven fees, are all potential things you could use a CFD for. And we did talk about making Central Park 28 acres. Raising it from the 25 to 28. There was extremely specific language in the term sheet negotiation that was going back and forth with city staff about a joint-use park with the school district and detention pounds and what was called the chain of ponds of the creek at that time. This is the Land Plan that we had at that point. The joint-use area— because the school was—last year—and this is to correct an earlier statement. When we came to the council last May, the school district was located next to Central Park. It had not yet moved over to where it is today. It was an eight-acre school next to what was called a joint-use three acres that was part of the 28. And again, that was very, very specific language in the narrative of the term sheet that we had worked through with your staff. At the council meeting and in some conversation with the school district, there were some concerns the school district raised about accessibility. You couldn't get to the school from this side. Couldn't get to the school from this side. You only had two streets. So we said, "Well, okay. Those are legitimate concerns. Maybe we can move the street alignment. How do we get that?" And in the conversation about Central Park and the conversation about merging, 'cause this was the earlier discussion about the two neighborhood parks. And the discussion about merging them into one. And my personal recollection was it was a really smart high school basketball coach from a local high school that suggested, "If you merged them together and made it five, maybe it could accommodate some sports fields." Cm. Hart: Don't try to butter up the mayor. [laughter] Everybody knows he's the coach. Joe Guerra: Well, I have to painfully admit— Mayor Sbranti: You would think I woulda advocated for a gym. Cm. Gupta: Yeah, I was gonna say. Mayor Sbranti: What am I doing with this park? Joe Guerra: Yeah. I will actually have to painfully admit that his team made it farther than mine did in the state playoffs. Male Speaker: Just a little. Mayor Sbranti: First time ever, but we're proud. Joe Guerra: But anyway, the point was there was a discussion about merging these two and putting sports fields. This had been discussed as being sports fields. So it'll eventually evolve. And I'll show you the sort of next rendition of plan of when the school moved and the joint-use moved. DUBLIN CITY COUNCIL MINUTES ;_,r 35 -cc VOLUME 32 470 REGULAR MEETING 7, 2013 But again, when we were here last May, we did increase the park size. We had talked about setting a minimum requirement of commercial of 50,000 square feet. The unit count's the same as it is today. 1600. It's actually 1995 today. So it's one off. The residential densities range from six to 25. There was a new Community Benefit Payment. There was the 2.5 million, which was an increase from the previous endowment. There were five acres of turn-key parks. There was 2.8 million to assist the city in buying this triangle piece that's the County Surplus Property Authority parcel. And there was a open storm water channel that an equally brilliant former law enforcement official suggested was ugly, and that maybe it would be better if it was underground. And we put a landscape maintenance— Cm. Hart: You're trying very hard tonight, aren't you? Joe Guerra: Yes, I am. And we'd included us building the Scarlett—bringing Scarlett through to Dublin Boulevard, which was historically part of the city's Capital Improvement Plan. Is not currently funded in the Capital Improvement Plan. So we have offered to front those costs, which is not our responsibility, 'cause obviously that road is not just needed for our project. But we would front those costs, build it, and then deal with fee credits as the time comes for transportation fees. And as I mentioned earlier, the two percent CFD. And again, all of this was part of the term sheet before we came to the council in last May. Again, with some very, very specific language. These are just pulling excerpts of what was in those documents that we had worked through with your staff. And again, what we felt were very, very reasonable trade-offs. How do we get to a place that everybody can be comfortable with the proposal? We left that workshop last May—literally everyone who was in the room from SunCal and our consultants—very, very pleased with the feedback we received from the council. We heard nothing that gave us any great pause. There were clearly some concerns about some more research on the CFD issue. And since that time—and this is where you will start to note the frustration in my voice—there have been things that have been brought to us as requests that weren't what we heard at that meeting last year. I'm gonna try to focus on moving forward, but I want to talk a little bit about what's changed since last May. And what we were proposing last May. I had never heard of a bridge for Iron Horse Trail over Dublin Boulevard until about two months ago as even a concept. It certainly wasn't anything that was discussed last June. It has been suggested as being a potential mitigation related to our project and all the others that will be happening in town that impact Dublin Boulevard. It's clearly not something that our project's creating the need for. But you will see, when we get to our current proposal, we're attempting to make a good faith effort in making a very substantial contribution towards DUBLIN CITY COUNCIL MINUTES 36 VOLUME 32 4 Ca��� REGULAR MEETING e, v MAY 7, 2013 hm.n� designing and building that bridge. And the impact to us of not having the joint-use park, going to a standalone 11-acre or 12-acre school and five acres of standalone park was a three-acre impact on land that used to be being developed with private development. So we've lost three acres of potential revenue of what was housing in the plan back in May of 2012. And again, the Land Plan, the park concept plan, the term sheet, all had recognized that the 28 acres included above-ground detention facilities. It did say they needed to be designed to the city and SunCal's satisfaction, 'cause we hadn't done much design work on them yet. And it did have the chain of ponds creek running through that 28 acres. Since then, in addition to what you'll see in a moment about what we are changing from the standpoint of our term sheet to the city, as I mentioned earlier, we've started construction on the base. So between the money we spent designing the base, designing this project, constructing the base, we're 12 million in. We're not guys that are speculating, hoping to maybe someday spend some money. We're fully invested in the city of Dublin at this point. So out of pure bizarre coincidence, I happened to be in the building last week. And so you may remember I stuck around for the conversation that you had about changing some of your 10-year Strategic Plan Mission and Vision Statements. And I literally sat in the audience and watched you add the language about encouraging public/private partnerships that are of mutual benefit and thought, "Wow, I think we're doing that. I think we're doing that already." I'm glad it's now a value that the Council is recognizing, but we think what we're proposing is doing that. And then I also noticed there's very, very specific strategies about unique community, recreational, and cultural opportunism and identifying unique passive park and recreation facilities in your Mission and Values for the city. So as it relates to the Central Park concept plan, the best way in my head to come at this is to point I hope everyone in the room recognizes that in this discussion about the community proposing versus the developer proposing, we didn't propose a carousel. We didn't propose a demonstration vineyard. We didn't propose a Valley Children's Museum. We didn't propose passive amenities. We didn't propose community gardens. Those were in previous city actions, previous city studies. And David Gates will talk a little bit more detail about this. But that was the city's official position, from previous city reports. We came back in 2011, asked the Council, "Do you want to still do that?" And we came back last May. And I apologize. This says June, but it was May. And one of the questions that the Council was very specifically asked was the issue about the passive versus the sports. And the Council was very, very clear, revalidating the previous direction. So again, this isn't somehow we're trying to sneak in some design DUBLIN CITY COUNCIL MINUTES 37 VOLUME 32 4 REGULAR MEETING e� b '` MAY 7, 201Lip'', that hasn't been driven by the city of Dublin. This really comes down to what we're committing to build for you. And I will talk in a moment for why that matters to us as we move forward with this build-out. Because as Paul, your parks director, pointed out, this is gonna take years. Central Park and this project will take a while. We all don't know what may be the desires of the city as we get down the road. But the other two points I need to talk about very specifically in the staff report, the first is the issue about the park acres that are required from our project. Again, as I pointed out earlier, we haven't changed the unit count from last year. And as you can see here, actually quoting last year's staff report, it states that we're gonna over-dedicate somewhere between 4.3 and 7.35. I never, ever saw the number 0.7 until Friday at noon when I got the staff report for this evening. And I think that it's important to remember, we intend on building 1,600 units. We have a Land Plan—that illustrative plan that I showed you has 1,600 units. The issue of having the flexibility of going up to the 1,995, 1,996, is an EIR issue. It's a city desire to try to have more density as the market rebounds in the more density, because we're near the BART station. But everything that we've always worked through with staff on Community Benefit Payments and how you calculate them, it was calculated on the low number. And so you pay a per-unit on the 1,600. The park acres, it's on the 1,600. If there's a concern that somehow we're under-dedicating if we do full build-out, I would suggest to the Council that's, once again, really easy to deal with. Because we plan on 16. The acreage we've talked about for parks is the 16. It's gonna hard when you get that far in—so let's say we're at unit 1,601—to then figure out where to add acres. That's sort of really hard to do when you're that far into the plan. It would be really simple, if that's an issue now, to say, "If we exceed that number, we pay the park fees." Okay. We don't have a problem with that. And we'd be comfortable with a Development Agreement that requires something of that nature. But the only way I can come to the conclusion that we're now down to a number of this magnitude is because of that differential—the 400 units—to potentially have more density, which again, today, we're not planning on building. And the Valley Children's Museum. And again, this was something that we read for the first time. Has never been brought up in our biweekly or weekly meetings staff. When we were at Council last year, the previous Council had committed to two and a half acres for the Valley Children's Museum in Central Park. And you'll recall, those of you that were here, there were some folks from Valley Children's Museum here last year saying, "Hey, you're still committed to making this work for us." What we had proposed last year— DUBLIN CITY COUNCIL MINUTES 38 VOLUME 32 �!x� e REGULAR MEETING MAY 7, 2013 and the Council eventually gave unanimous consent in our recollection of the meeting—was that rather than carving out two and a half acres and having it sit there, hoping or not knowing when that may or may not occur, and you and we, who are marketing the project, have to wait for that to happen, we proposed, "Let us build the whole thing out except the building pad." And it was actually a very detailed conversation you may recall about, "Should we size it for a one-story building, two-story building?" They wanted 30,000 square feet of building. Now they want 50,000 square feet of building. And it was, "Gee, well, if it's gonna be that big, maybe it doesn't need to be one-story. So let's make the pad big enough." And again, that wasn't me talking. That was the Council talking. So it was, we'll build out everything but the building itself, have it all ready, build the plaza walkways up to it, all the park around it, and very significant—there's hundreds of parking stalls in Central Park in the concept plan that we have. And that when and if the time comes that they have the funding to build the building, they build the building, and everything else will be in place. Saves them money, because they don't have to build out all the other amenities. They just have to build their building. This notion that the 28 acres, we haven't factored in a parking lot for the Valley Children's Museum, again, never had heard that before Friday at noon when I read it in the staff report. We had actually had Gates do some analysis way back when, when we were sizing the parking in Central Park, of, "If this many soccer games are going on and there's this many picnic happening and a farmers' market and a museum of this magnitude." And from that analysis—and they're the experts on this stuff; I'm not—it looks like we've got adequate parking. And, yes, it would have to be shared between people that are going to the museum versus people that are going to a picnic. But we believe it's got adequate parking. Now, on the issue of the park construction. And Mr. Hollis from the Army Corps was here at our request. Because we wanted you to hear how it's worked for them. And I want to explain a little bit for why this matters to us and point out that in last year's staff report, under the section titled "Project Benefits," it was that we were proposing to construct all the improvements in both the community park and the neighborhood park. And we've always proposed to do it in the manner that we were working with the Army. And you can see here the language that talks about—that I've described over and over again to some of you individually and to staff in our meetings. The way the process works for the Army is, you have a Concept Plan. David Gates is gonna go through the Concept Plan with you. It has very, very specific amenities. This many baseball fields - this big of a community garden. This many parking stalls, etc. That Land Plan then has very detailed specifications behind it. "Here's how big a baseball field is. Here's what the turf is like. Here's what DUBLIN CITY COUNCIL MINUTES 39 4c:k4 VOLUME 32 REGULAR MEETING MAY 7, 2013 the infield is like, etc." That freezes what we're committing to build for you. However long it takes us to build. Again, not on your worry about getting it built out, did you run out of park fees or not. No, we're committing to build the whole thing. This matters to us immensely because, again, we're not a home builder. We're a master developer that's gonna stay with this project all the way through the conclusion. So it matters immensely to us that it gets built on the timeline that it's committed to the first homeowner, to the 50th owners, the 1,500th homeowner. So the only we can be certain—and with all due respect, if we pay park fees, it goes into your park fund, you guys can decide what your priorities are with your park fees. The way we can make sure it actually gets built in the timing that we're suggesting is to follow a model where we're funding it, we're building it, you know what you're getting. The example I always use as it relates to the Army process, this Concept Plan today, for example, has some tennis courts in it. We get five years from now and the city says, "You know, nobody really plays tennis anymore. Can we make them basketball courts?" The way he process works with the Army, anytime the Army asks us to change things—and they asked us to change a lot on the police administration building, for example—they ask to change something, you ask to make the tennis courts basketball courts, we have two choices. We say yes, or we have to prove to you that what you're asking us to do is more expensive than what's in the Concept Plan. Have to provide construction documentation on costing. So if there's tennis courts and you come and ask for basketball courts, we're gonna say yes. If there's tennis courts and you come back and say you want a pool, we're gonna say no. Because it's not an equal kind. And then it's up to the city—if we keep the Army model—to decide, do you want to trade something else out in the park that's maybe expensive that you could trade for the pool? But that's the way the process works. It's why it matters to us that it be done. Mr. Gates will talk about his knowledge of the city's specifications for parks and the level of detail that we'll have by the time we get to a Development Agreement, so everybody can be comfortable that you're gonna get what we're proposing you're gonna get and it would be to the city's liking. But again, we didn't come up with the concepts in the Concept Plan. That came from a very lengthy process, including community surveys, that went on during the design process with the Army, two different check-ins- now three—with the Council on what's in the park. So since last June I've gone over some of these. We are proposing to underground the Arnold Channel up until the first street that intersects with Arnold. And making it an entire landscape buffer in this area. So all the housing would still be set back. But instead of having what DUBLIN CITY COUNCIL MINUTES �7+A 40 VOLUME 32 ' cp REGULAR MEETING ,s+l 4 MAY 7, 2013 "��, I called the moat a year ago, you'd have something that's actually aesthetically pleasing. We are proposing to increase by 50% the minimum commercial square footage that the plan would require us to build. We are offering to accelerate our payment for what was supposed to be our share of the purchase of the county property. It's important to go back a little bit. This is actually a park that's required from the Transit Village Specific Plan that the city does not have funds to go by, but the county believes the city's supposed to be paying for, to buy it from the county. It's not in your CIP today to buy that piece of land. We had proposed to put our money in, in phase four of our project. 'Cause that's sort of when we would get to this area of development. We've proposed accelerating that up all the way to phase two, our share. And we are proposing a interest-free loan to the city for the entire balance of the acquisition price. So, for example, if we get to phase two in 2016 and staff have indicated to us there are no funds available any earlier than '17 in your park fees, what would happen is we'd front all the money. Numbers are very, very large numbers that this loan would be. And then it would be paid back over four years. So if we give you several million dollars in '16, in '17 you'd start paying it back interest-free. '17, '18, '19, '20, out of park fees that are generated at that window of time. As I mentioned earlier, the Iron Horse Trail, our proposal for the term sheet for the Development Agreement now includes $50,000 to help pay to design the bridge—'cause at this point, no design work has been done—and a million dollars to help pay to build it, which is dramatically in excess of what our fair share would be if it ever got down to us just paying our share as a mitigation. We also are proposing now to stop debating about the detention ponds and putting amenities in them. Last year we had the term sheet that said they'd be above ground. Had to be designed. There were actually 17 different designs done. Deep pond, shallow ponds, amphitheaters, rose gardens, Frisbee golf areas, etc. To try to make it as usable as possible. Staff do not believe it's usable. Okay. We will absorb the entire cost, which is substantial if you can imagine building tanks underground to fully handle the entire capacity of detention under the park. And then the three acres I mentioned earlier about—there was a reference earlier to the joint-use park and the school in this block. This was an evolution post last June. And this was, "Oh, look. Let's put play fields here." Idea of putting play fields next to school. "Oh, we had 11 here. Let's put 11 there." It's not in Central Park. It's more standalone. It would give the school more flexibility from an access standpoint. But again, this plan shows you three acres here or five acres here. And what the Land Plan today—and term sheet—has is five acres here and this being an 11-acre school. So, getting back to the Land Plan. Kristi made the mention about the five-acre in the mixed-use master block. And this plan actually shows you DUBLIN CITY COUNCIL MINUTES fay 41 VOLUME 32 > C REGULAR MEETING 6E� ,41 MAY 7, 2013 very, very well why we'd like to not designate exactly where the five acres. We're committing to five acres of Development Agreement. We'll say we have five acres. But as our architects, landscape architects, civil engineers were designing a 75,000 square foot retail center and a five-acre park, they laid it out like this. Working together. That was the first cut. So if we did a zoning map and a General Plan map based on this, that'd be where the park would have to be, and this would be where the commercial would have to be. We're suggesting that this entire block have the requirement of the 75,000 square feet of commercial and the requirement of the five acres of the park. So we couldn't build a stick of anything on this entire block without a plan that had those two in it. But let's figure out the best design. Because the immediate response we got from commercial brokers and commercial developers was they'd rather have the frontage come up along Arnold as well. And some of the immediate feedback we got was, "Gee, do we really want the park along here?" So making sure that the commercial is absolutely as feasible, buildable, deliverable as soon as possible can help drive how this block gets built. You design that. You work with the city staff to make sure it's five acres. Not in some strange configuration. It's rectangular, square, so it's very, very efficient. And whatever's leftover, either in vertical mixed-use above the retail, or as you can see there's a little bit of land maybe for some residential— and this is where you can deal with interface issues. You can fit 75,000 square feet and not have it be adjacent to the park. Sort of in a [Waterford] example, where you get up to where the residential is, above the Peet's Coffee, and then it goes back, the retail center doesn't really relate to the condos that are in the middle of Waterford. This will be a similar concept. And all we're suggesting in this is that, yeah, five acres, 75,000 feet—absolute agreement—but leave that General Plan designation flexible enough so we can work with staff to make sure you get the best commercial as soon as possible, you get the best park as soon as possible. And then final main point I wanted to talk about, 'cause this relates to issues that were raised by Council last year when we talked about the CFD. There were two that stood out in my mind. The first was the issue of a statement being made about being concerned about not wanting to have two-tier taxes in Dublin. Not having some residents that have a different tax bill than other residents in Dublin. And I heard that that night and I thought, "Wow. Public policy, that makes sense to me. I understand the comment that's being made." We were told the next morning in our biweekly meeting that, in fact, Dublin already has many assessment districts that are on the tax bills. And so we asked staff and have put together this data to show you there are actually 13 different neighborhoods in Dublin—I take that back. DUBLIN CITY COUNCIL MINUTES 42 VOLUME 32 ;g* REGULAR MEETING 7, 2013 • There are 12 different neighborhoods in Dublin, 'cause one of these is city wide, so everybody pays it. But there are 12 different neighborhoods in Dublin that have special assessment districts above and beyond county tax fees, School District Measure L. And as you will see from this map, this red is the Dublin Crossing site. It is smaller than two of the neighborhoods that have relatively significant—not as big as ours; not pretending that it's as big as what we're asking for from a capacity-per-homeowner standpoint. But very, very large neighborhoods. These aren't a bunch of little cul- de-sac 12-unit cluster home areas. And have obviously dramatically range in the charge. In the annual cost that residents pay. Some of them pay for maintenance. Some of them are assessments districts. They're all things that when you get your property tax bill are part of that two percent max that was being discussed earlier. The other point that was brought up that again made perfect sense to me when it was brought up, our term sheet had a two percent cap in it last May. 'Cause we had asked for allowing us to get up to two. And it's important to remember, we're not asking to add two. We're asking to take it to two. And if you saw in the staff report, most of the city is already at about a 1.3. So we're talking about taking it from 1.3 to 1.75. And so we have scaled back the capacity request that we're asking of you. And the issue was raised, if we went to two and the school district went out to go do another tax measure or the city went out to do another tax measure, we would have used up all the capacity. And our residents in Dublin Crossing wouldn't necessarily have to pay that. You'd have to work around them. To give you a sense of what that .25 is worth—I know you all know Measure L—that .25 would give you enough room to have 12 simultaneous Measure Ls for the school district, which I think everybody recognizes would never, ever be something that would happen, and a hundred simultaneous citywide city [lighting] district. So we heard the concerns. We heard the concerns about two-tier and said, "Oh, but wait a minute. Let me share with you that data about what exists already today." So we're not setting a precedent. We're not asking for a precedent. It is a precedent for a CFD, which is a type of assessment district. You don't have one of those. San Ramon does, as was mentioned earlier, as does the Bay Meadows project recently. But we've also backed up the capacity, which does reduce the amount we could help finance. And as your staff pointed out, we're well, well north of a hundred million, between fees and infrastructure load. That number that you saw up there—the 118—is before you even start adding in Community Benefit Payments to the load. So we're not asking to finance anywhere near the entirety. So, again—and this gets to the conversation this evening that we're hoping that the Council will have—we've proposed a term sheet that's a DUBLIN CITY COUNCIL MINUTES 43 VOLUME 32 REGULAR MEETING MAY 7, 2013 package and a Land Plan that's a package. It works as a package. If there are aspects of it—the size of a park, do you count the creek channel or not, how does the school get dealt with—those tweaks in the package, absolutely, yes, let's have that. I'm happy to come back up and answer questions as it comes up. Frontload Community Benefit Payment versus affordable housing. Frontload affordable housing versus Community Benefit Payment. As I stated last year, we don't care. We really don't. The spreadsheet shows you millions and millions of dollars in every phase that we're proposing to give you in cash. Do you frontload it for affordable housing for whatever reason the Council would like? Okay. Do you frontload it for Community Benefit? We can't frontload it all. We can't afford 25 million in phase one, in all honesty. But the CFD and the acreage—the size of the park, the size of the school, the amount of commercial—is a balancing act for us. It's a balancing act 'cause we're not a not-for-profit entity and because we're balancing the risk potential we've got on the Army side and what we've already committed to build for them in attempting to mitigate our risk from the standpoint of what we've committed to build for them. We're suggesting two and a half million park endowment; seven and a half million Community Benefit Payment; frontloading the county parcel, which gets you property tax earlier. 'Cause even if nobody builds commercial, if we buy the county parcel, it goes on the tax rolls. It does. You start getting property tax right away. Obviously once we own it, we're gonna try to push to get it built out sooner than later, so you'd get potential sales tax and jobs earlier. We think that's a tremendous payment. Obviously a $3-7 million no-interest loan we think is a substantial benefit to the city. We obviously think building 33 acres of parks for you—paying for the land, giving the land for free, building parks, giving you that for free—is a substantial benefit. And the Iron Horse Trail Bridge. And again, this is our attempt at a good faith effort to be responsive to something that's brought up. If the Council says the Iron Horse Bridge isn't a priority, okay. There are other ways to deal with the mitigation issue from the project. It's just our attempt, again, to continue to be responsive. The most important thing for us tonight is, frankly, time. The most important thing for us tonight is the Council be really clear so nobody walks out of this room with any lack of clarity on, let's get things processed and move forward. Because we will own land in March of 2014. Our first land take from the Army is March of next year. We will finish the new gate, police administration building, visitors center, probably around January, which means by March we'll own land. We'd like to be grading. We'd like to get that property on the tax rolls, 'cause we own it so we have to start paying property taxes. But [unintelligible] the builders so the property tax will go up, and [unintelligible] DUBLIN CITY COUNCIL MINUTES 44 VOLUME 32 'r REGULAR MEETING 'v'`%ii MAY 7, 2013 `'ib the home buyers, so the property tax will go up even more. Sooner we can get it on the property tax rolls for you, the sooner we can make revenue for us—[all admission]—is better. So we'd like to move sooner than later. So what we're suggesting to you is we'd like you to talk about the package. Does it make sense to you or not? If it doesn't—if there's elements of it that cause you concern about, again, the school; the bridge; the park; how is it laid out; how do we build it; how do we deal with freezing the budget for the park that we're gonna build out, and being sure it that it's gonna get built; how do we deal with the creek flow; do you count it if there's water in it seven days a year? We think it's usable. Staff doesn't think it's usable. It's a legitimate disagreement. If you don't think it's usable 'cause there's water in it that amount of time, okay. Just say that. That's why we're all here tonight, is for you to tell us that. But what's imperative is that you give us some direction to get going. We would like the administrative draft, the EIR, out as soon as possible. From the comments you've had tonight, things I've talked about, about the school size and whatnot, we don't think—unless somebody's gonna start talking about more than 1,995 units, more than 200,000 square feet of commercial—the EIR is already written and structured to accommodate that envelope. That's the critical path for eventually getting back to you, for you actually to be able to legally vote on the project. We'd like to do that this summer, and so that we can hopefully get to that grading that I talked about in March. So, again, pending what changes you'd like tonight, please tell us what they are. Tell staff what you want the package to be. Tell us to get going. I'm happy to come back as much as you want, as regularly as you want, to commit to being accountable to moving it forward. Because, as I will recall, when we started, Mayor, you talked about you guys had just done one of your priority sessions. And this was four out of six priorities for the city. And Councilman Hart never has a meeting with me that he doesn't say, "When are you gonna start building?" • 'Cause it's been long. It has been long. We would like to get going quickly. We're asking tonight for your support. And again, for a Land Plan that we're very comfortable suggesting to you. We think will be a tremendous asset with a wide, wide range of housing, close to transit, lots of public park, open space, and an elementary school accommodated. And jobs and early retail property and sales tax. So as I said earlier, I have David Gates from David Gates & Associates to talk more about the park. I'd be happy to stop and answer questions, or have him do that first. Whatever, Mayor, how you'd like to proceed. Mayor Sbranti: Why don't we answer questions first? Joe Guerra: Okay. DUBLIN CITY COUNCIL MINUTES 45 VOLUME 32 .r, REGULAR MEETING 4,'v MAY 7, 2013 Mayor Sbranti: If anyone has any. Don? Vm. Biddle: Yeah. I have quite a few. One of the few things I think we can agree on is that the process is taking too long. And I think we're gonna agree also that the Council is gonna give you some direction. One of the things that troubles me about this whole process is a year ago the Council gave some direction, and we're still not there yet. One of the items was the 28-acre park minimum usable land. And we're still not there. That's one example. Maybe a reason we're not so far, that Land Plan there, has that been presented to our staff and reviewed by our staff yet? Joe Guerra: This is an illustrative plan. The Land Plan that is the General Plan document that would enable us that Kristi showed earlier has been presented to staff. This is just illustrative that shows sort of if you built that—something like this isn't the document that would eventually get adopted. It would be something that looked like the color-coded map that Kristi had. And, yes, that's been shared back and forth. I will let staff speak for themselves. I think we're in agreement on the Land Plan. You know, there are issues with the parks and sizing. But from the standpoint of the density ranges, where the residential is, where the commercial is, what the requirements are, I think the Land Plan is actually something that there's consensus between us and staff at this point. Vm. Biddle: I don't know how there could be consensus if the staff hasn't seen it. I think that's a— Joe Guerra: Well, no, again—and let me—this plan is the plan that would be the General Plan document. Would be the Specific Plan document. Vm. Biddle: Well, that's the plan we have, sir. Joe Guerra: Yeah. Vm. Biddle: So we're at this state. We're at this state right here. Joe Guerra: Yes. Vm. Biddle: And at this state, that doesn't show 28 or more acres. Even the item at the top is titled "Park and Open Space." There's a difference between park and open space. When you add up your numbers on your own calculations, we're still at 26-point-something of land, not usable park space. Joe Guerra: And again, Councilman, those are not our calculations. The document that was in front of you last year had 28 net acres. It had detention ponds, it had a chain of ponds in the creek, and it had a joint-use three acres with the school district. We took out the joint-use three acres with the school district. We've taken out the detention ponds. And again, if the Council doesn't think the creek itself is something that should be considered, please tell us that. But the 28 acres that was there last year when you saw the plan and said, "It's 28 acres. Gee, if it could be bigger that'd be great," had three acres you shared with the school district and had two detention ponds that would be—figure out what we could do in them. We've taken all of that out DUBLIN CITY COUNCIL MINUTES . 46 VOLUME 32 4Ri 4 REGULAR MEETING 'a4400�r' 4 '` MAY 7, 2013 at this point. Vm. Biddle: Well, there again, a detention pond is water retention. We still don't know, as indicated earlier, the plan for how the water comes through the site. And water drainage is not parkland. It's just not. We don't know what you call the creek there or what that entails. We're looking for 28 minimum. And I think now the more we talk, we're probably looking at more than 28. Because we've come down considerably. At one time we were up to 40-plus acres. We've come down and come back up. And we may be looking at more than 28 at this time, just because we're not making much progress. That's one aspect. We're still looking at stuff we looked at a year ago and haven't reached resolution. And it seems pretty evident to me that we can't get into the details until we answer these six questions here tonight. Mayor Sbranti: I know you have other questions. 'Cause if we can talk about the park. But specifically related—'cause I was gonna ask this, too—about Chabot Creek and the water detention. I know you mentioned it during your presentation. In terms of your response, maybe just in terms of the question that was asked of Kristi, "How big is Chabot Creek?" She said, "Well, maybe 1.7 acres. We don't really know." So I know you touched on it. You touched on water detention. Right now—I know this is somewhat of an evolving process—what is the size, in terms of Chabot Creek water detention on [unintelligible]. Joe Guerra: Sure. And I'd be happy to give you exact dimensions, 'cause we've engineered it. Mayor Sbranti: Okay. Joe Guerra: It is at that level. The conversation and all the documentation up until two weeks talked about, where is there water? Whether it was a detention pond, and how big is the pond—how much of that area has water in it—or the creek and how much of that has water in it. The Chabot Creek and any place that your feet would get wet because of the water coming through is 1.7 acres. Period. That is the size. Now again, usable, not usable. We think it is. Mostly your public policy decision. Two weeks ago, for the first time ever, we got a redline back from staff suggesting that the definition was no longer water flow, which is what has always been in all the documents, but top of bank. So here's the problem. As we attempted to design it to be usable, you want your banks to be as shallow as possible. As low of an incline as possible. So have three-to-one banks that are very, very not steep. So when it's not raining, there'll be now wildlife prohibitions from people walking in, going in, interpretative trails going through it. So we very intentionally made those banks at a very low incline, so they could be usable. Because the definition was always, where is the water? And again, ponds, creek. It is 1.7 acres. Again, two weeks ago, all of a sudden that language literally was stricken and was changed to top of bank. DUBLIN CITY COUNCIL MINUTES 47 VOLUME 32 el.E REGULAR MEETING 1D, s" MAY 7, 2013 `�'� And we started getting asked, "Well, what's that measurement?" And that was frankly the point where we said, "No. That's not—" again, if the Council wants to define it as top of bank, then we'll go redesign it and not make it usable. We were trying to make it usable. It's a miniscule number. The different between 1.7 and what the top of bank is, is 1.9. This isn't some big, huge thing. But we've been going along for 18 months now on how you deal with detention. And the Chabot Creek, which is there today and it's gonna have to say. Fish and Wildlife's gonna make it stay. And what's usable or not? In all the historic debates that we've had with staff, whether it was ponds or creek, the usable issue is, where's the water and how deep is the water? That 1.7 acres is a quarter of an inch of water. That's literally the top of the flow. You never design a creek to have the flow all the way up at the top of the bank. So that's the issue about—we haven't provided that information. Because if somehow somebody wants to change it top of bank, okay, well, then we'll probably go reengineer the channel, 'cause we're not trying to make it usable anymore. But 1.7 is the number. From the standpoint of if you want to say— and again, if that's the Council's wish... Mayor Sbranti: And I know Don has other questions. Maybe other Council members do, too. Just thank you for that. The detention itself. So is the creek in the detention, or is there a detention— Joe Guerra: No. No, the way the detention works—let me get back up to this. The way the detention works is there will be a very large pond on the Army base. Mayor Sbranti: Okay. Joe Guerra: That will stop all water flow north of our property coming through the base. Will actually be a significant regional benefit to Zone 7. 'Cause they have a horrible problem underneath 580. The Chabot Creek comes in at Scarlett and Dublin, and then runs through Scarlett in the median island. And where it hit 580 is where the choke point is today. So by building this pond up here, we're fixing the regional problem for Zone 7. The two detention ponds, which is stop the flow so you don't get to the choke point and flood anywhere, would be underground, at the moment in the design, in this area and this area, in large underground storage vault tank facilities. But again, we're not asking the city to pay to maintain them. The creek or the detention facilities underground. Not proposing you own them or maintain them. If you saw on the term sheet, it's up to the city. It's city, it's Zone 7, it's an HOA, or it's some other special district. Zone 7 has shared with us some instances in San Ramon and Danville where special open space districts come in and take some land, of that nature. But we are not proposing that be a city burden of any nature. So what this creek does is, eventually it stops raining and you let the water out of our ponds and of the pond on the Army. And you have to get it to Scarlett and Dublin so it can go downstream. So the creek is how you do that. Quite honestly, because of this DUBLIN CITY COUNCIL MINUTES , 48 VOLUME 32 4? REGULAR MEETING �G'y " '� MAY 7, 2013 debate about usable or not, we would in an instant agree to put that all underground. 'Cause it's just conveyance. But because it's there today, it is a [daylit] waterway. Regardless of the fact there's never water in it, but it is. But our biological consultant, working with Fish and Wildlife and Army Corps of Engineer, have identified, yeah, they may let us shorten it a little bit, which is how we've come up with the 1.7 number, but we're not gonna be able to put it underground to sorta make every day—"Joe, why don't you just put it underground?" We'd pay that in a second, quite honestly, to end this debate. We just know they're not gonna let us. But we also know they won't put any restrictions on it from the standpoint of park use. They won't let motorized vehicles. You can't have a motocross track in there. But other than that. So that creek is conveyance for that purpose. For the Fish and Wildlife existing creek and conveying the storm water eventually into Zone 7 southernly direction water flow. Mayor Sbranti: Okay. Thank you. Don, I know you had other questions. Vm. Biddle: Well, yeah. There again, you've presented a lot of information tonight. But how much of it is new information that our staff has not seen and had a chance to look at? Joe Guerra: The term sheet that is in your package is a variation of the term sheet we had last June. It is a term sheet we gave to staff over a month ago. The only changes that happened to the term sheet a month ago was us accepting a bunch of requests from your staff. So the term sheet, for example, specifically references the East Dublin TIF. And quite frankly, it had never come up in our conversations in a term sheet. But going back to Jeri Ram, for sake of reference point, she told us, "Assume you're gonna have East Dublin level. So when we gave them this updated term sheet that had the Iron Horse Trail and the ACSPA loan, they came back with a whole section on the East Dublin TIF. There may have been four bullets in it. I think we accepted three of the four bullets in it. SO the only thing that changed from—so, yes, your staff have had that. It's been an evolving document for a year and a half now. But, yeah, that has been. And again, this Land Plan that is the actual Land Plan, not an artist's rendering, the only difference between this and the plan that RBF, who's the city's consultant on this, that is different was this master block, when we started talking about the mixed-use issue. Which, again, two meetings ago—so a month ago—we raised that issue about what did we think about flexibility. And again, I think Kristi indicated staff was amenable to the suggestion about the mixed-use on the master block at Dublin and Arnold. So, yeah, none of this is new. Vm. Biddle: Okay. I wondered, because it's dated April 30th. Joe Guerra: Which? Vm. Biddle: The proposal for the... Joe Guerra: Yeah, that's after I accepted the redline request from the staff. So for example, the proposal that has always had water flow in it, we got DUBLIN CITY COUNCIL MINUTES 4449 VOLUME 32 �r Q REGULAR MEETING i■t MAY 7, 2013 ` something back from staff that suggested change to top of bank. We didn't accept that redline. The TIF, we accepted that. So when we gave it back, it was April 30th. None of that is new. None of that came out of the blue on April 30th. There were no new elements that came in, in the last couple weeks. Vm. Biddle: So it came back to our staff a week ago, basically. Joe Guerra: Well, again, the only thing that came back to the staff was which of their redlines we were comfortable with accepting. The document— Cm. Haubert: When did we give you the redlines again? Joe Guerra: Pardon me? Cm. Haubert: When did we give you the redlines? Joe Guerra: I don't remember exactly, in all honesty. I'm gonna guess maybe a week before that. And it had been maybe two weeks before that, that we had given the revised term sheet. So, again, the seven and a half million has always been in there. The 28 net's always been in there. You know, we changed—got rid of the joint-use school proposal well over a month ago. Maybe a month and a half ago. We added in the Iron Horse a month ago. The contribution, I'm sorry, to the Iron Horse a month ago. The only thing that's really very new was the East Dublin TIF, which was language we got from city staff that we generally accepted. Mayor Sbranti: Are you good for now? Vm. Biddle: For now. Mayor Sbranti: Abe, do you have any? Cm. Gupta: No, I just want to make a comment. Are we gonna open it back up for more speakers? Mayor Sbranti: Yes. Cm. Gupta: 'Cause I'd rather reserve questions to Joe after anyone else has spoken. Mayor Sbranti: I don't have any other speaker slips, though. Joe Guerra: Well, I just have our other presenter. Mayor Sbranti: Yeah, we'll let David Gates—did you want to...? Cm. Gupta: Yeah, I don't have anything else right now. Mayor Sbranti: Okay. Cm. Haubert: Well, I wanted to touch on the question about the above-ground detention ponds. Because when we describe it and you talk about a quarter-inch of water in a stream yay wide, only when it rains, that gives me a little bit of a picture, versus what we see on the map. But what I don't quite have a picture of—and I know it's not in the proposal 'cause you've offered to put it underground, but the issue was raised—what would an above-ground detention pond that is with water when it rains and otherwise dry even look like? And are there examples in other parts of the state where that works? And then visually how can I think of that? And I think that's what we want to think about as whether or not— granted, it wouldn't be necessarily a playground where kids could jump on a trampoline or whatever. But is it a wildlife preserve kind of a thing, it feels DUBLIN CITY COUNCIL MINUTES 50 VOLUME 32 REGULAR MEETING MAY 7, 2013 like? That it's got water time of the year, not others. Birds can land on it or whatever. 'Cause there's lots of variations of what "park" means. I'm just trying to visualize this. So maybe give an example. Joe Guerra: I'll let Mr. Gates respond [unintelligible] other examples, 'cause he's much more knowledgeable than I am. But again, we had them design many different scenarios of what could go in there. So I will give you some examples of what was designed. There was a proposed amphitheater originally that was gonna be part of the great meadow. And at one point when this was above ground— and I mean "water exposed." When I say "above ground," the water isn't underground in a tank. So at one point one the designs was you can put an amphitheater. And it would get seven, eight feet deep in the worst-case flood. Put fencing around it. We offered to pay to open and close the fencing, wash it down after the flood incidents, etc. But you would have a absolute glorious—from my perspective— amphitheater that would seat hundreds of people. Step seating along the side. I mean, imagine any amphitheater. And then think, well, obviously it's kind of a hole in the ground. That's what amphitheaters. So it was a way to use the hole in the ground. At one point this area up here, there were two grass volleyball courts in the bottom of it. And so again, 360 days of the year, 325 days of the year—you pick a number about how often it reaches flood level-25-year flood, 100-year flood level. Yes, during those incidents you wouldn't go to a concert in the amphitheater. My guess is if the amphitheater is [here] and there's no detention pond, you're not going to a concert in the amphitheater during that flood incident either. So again, this gets back to what we believe was usable. We're not even arguing anymore. Fine. Staff doesn't think it can be designed to be usable in a way that they'd like to accept it and deal with maintenance issues. Okay. We'll not do that. We'll pay to put tanks underground that will handle the same amount of water basically in the same exact place. And then you just cover it with dirt. And then you put meadow, soccer field, whatever on top of it. Mayor Sbranti: Any other questions? Kevin? Cm. Hart: How you doing, Mr. Guerra? You've been up there probably for about an hour and a half now. You doing all right? Joe Guerra: I apologize. I'm doing fine. Cm. Hart: I have several questions. Let's talk first about public/private partnerships. Has there been any discussion in reference to the Children's Museum and in addition any public/private partnerships that you may have that—either been discussed with the city or not been discussed with the city? Joe Guerra: I've had several meetings with members of the Valley Children's Museum board, to share with them sort of where we are as this has been evolving. Met with them before we talked about just going to the site—the building DUBLIN CITY COUNCIL MINUTES 51 AMP' VOLUME 32 4 REGULAR MEETING r� `Y. MAY 7, 2013 m` site—a year ago, 'cause I didn't want to have them show up and not know that. From a public/private partnership, I think oftentimes Valley Children's Museum is a semi-public entity. It's a non-profit. So the extent that we would be building—paying to build parking lots and plazas leading up to—I would argue is a public/private partnership. But as far as conversations that they're having with any other entities, other than the city, I don't know. Cm. Hart: So is it your position that the Children's Museum and the potential construction of that falls within the public and semi-public realm of responsibility? Joe Guerra: Well, no. No, I'm commenting that Valley Children's Museum, as a non- profit entity, city as a public entity. Normally cities are called "public" in the public/private dynamic. Non-profits are usually considered quasi-public in that dynamic. They're not private, for-profit entities. So that was my reference to that, from the standpoint of the museum. Cm. Hart: All right. So we'll come back to that later on, I think. So there hasn't been any discussion about public/semi-public property outlined in the Land Plan. Can you articulate why that is? Joe Guerra: In the first five months of 2012, when we were negotiating with city staff Community Benefit Payments, park size, etc., one of the trade-offs at one point that was suggested—and if you look at the staff report from last year, and it's very similar to the staff report to this year, it talks about, what are the trade-offs? And I apologize, 'cause it's a relatively unique concept in Dublin, the semi-public requirement. The way our term sheet has always been structured is, semi-public would still be allowed in commercial districts, 'cause childcare centers and those things are allowed in a commercial district. There just would not be a carve-out to require certain amount of acres or square feet of semi-public. So that was part of the trade-off that was suggested by staff when we were talking about, how are you balancing amount of commercial, amount of residential, size of park, Community Benefit Payments. So that's always been part of the package, going back to a year ago. That there would not be a requirement, per se, for a semi-public carve-out. Semi-public requirement. Cm. Hart: Okay. We'll come back to that one as well, because that's a policy decision— Joe Guerra: Yeah. Yes. Cm. Hart: —that's set by the Council. Not necessarily the staff. But we'll come back to that one for more discussion as well. So the CFD. So I think you know my position on the CFD. And I think I have different perspectives on that. But the 1.75—up to the 1.75—is in addition to what the already assessed value is. Is that correct? Joe Guerra: The assessed value brings you up to a number. Property tax, 1.1. Measure DUBLIN CITY COUNCIL MINUTES - 52 VOLUME 32 �a REGULAR MEETING MAY 7, 2013 L, etc. That brings you up right now, on average in Dublin, to around 1.3, if I'm remembering. I don't remember the Keyser Marston number off the top of my had. But somewhere around there. We're suggested that our CFD be allowed to take that number up to the 1.75. Cm. Hart: And what does that represent? Say, from the .3 to .75, what does that actually represent? Joe Guerra: The current estimate—and Ms. Kern and I have had a couple of conversations about, we're all guessing on what home values are, 'cause it's all driven by assessed valuation. The current estimates in their report are 46 million with a certain set of assumptions. 40 million if there's different assumptions. 56 million if there's different assumptions. Do you apply departments? Is there an escalator or not? So none of us know today how much that will actually generate in today's capacity. Today's estimates are in that order of magnitude, as far as what the bond capacity is. Now it's important to point out, that's the bond capacity before roughly 20 to 25% of issuance costs. So us paying for all the attorneys for the city's time and everything is gonna take a good 10, 12, 15 million off of that number, before you get to reimbursing us. Because again, we're not talking about this happening where we get a bunch of cash and we haven't done fees or infrastructure and could go run for the hills. We will have already either built roads or storm drains or paid fees. And these will be used to reimburse us for those public costs we've already spent. Cm. Hart: So the $10-15 million that you talk about, do you have any analysis done on that piece? Is there hard figures on that? 'Cause that seems high. Joe Guerra: I'd be happy to rely on Keyser Marston. I think it may actually be in their report. But our experience 'cause we do a lot of CFDs is 20% is probably what you're gonna run into, from the standpoint of the costs of bond underwriting and attorneys and everything. Cm. Hart: Okay. Joe Guerra: Unfortunately attorneys don't work cheap. Cm. Hart: So why are you proposing the CFD for this project? Joe Guerra: Well, it's one of many mechanisms to finance everything that's happening in the project. The parks maintenance endowment, the way it's structured right now, it's a bunch of cash. And then you put it in an endowment, figure out how you're gonna spread it out over time. Another way to do park maintenance would be to have a lighting and landscaping district, which you have lots of in town, that would apply to these people to pay for that. Just a different kind of assessment district. In the instance of the CFD, because it is so able to deal with the most significant costs of this project—other than building the homes, which is the load of the public cost—so city fees for TIF, building roads, school district fees, etc.—that $118, 130 million, that's the biggest hit on trying to make this work. And because this is a way to help pay for that over the course of the duration of a build-out of a project—and again, that's something that in our DUBLIN CITY COUNCIL MINUTES 53 VOLUME 32 0. 42: REGULAR MEETING * MAY 7, 2013 business model we do very regularly, very often, more often than not in our master planned communities that we do use CFDs to help pay for infrastructure load. Cm. Hart: Understood. However, as you know, this is the first CFD that would be proposed in Dublin. Joe Guerra: Actually, it is my understanding it's not the first CFD that's been proposed. It is not the first CFD that the city has proposed to a developer they would be allowed to use. But the one other instance that that conversation happened, the developer chose not to take a CFD. But I've been told several times by staff—Jeri back when this first came up—and I apologize. I don't remember which project it was. Cm. Hart: So let me rephrase that point that I was gonna make then. So a typical developer would pay for those costs upfront—whatever those are—and develop in phases such as what you're doing. Why is your business model different from that when it comes to this project? Aside from what you've already mentioned. $130 million, the expense of the infrastructure, and all the impact fees, and all that stuff. I get that. But is there a reason behind it? I'm trying to get to the nexus as to why CFD is a critical component of this project for you. Joe Guerra: And I think my best way of answering that, we in the industry—and we specifically—have a very specific definition of what a developer is. What a master plan developer is. I would argue with you the typical master plan developer does do CFDs. That is typical. Home builders won't do CFDs, because they're moving so fast to get the land and turn it and sell it and move, because that is their model, that it doesn't make sense in that model oftentimes also, because they're small. Because issuance costs, I used the 20% number, but you don't want a small CFD. Nobody's gonna go issue a $2 million dollar CFD, 'cause it's not gonna be 20% in that instance. So a home builder that comes along and has 200 units never would be a CFD. Master plan developers—which we are one of the largest privately owned company—are very, very typical that you do this, because it's a way to deal with the master infrastructure that goes on, as opposed to everybody sort of paying as they go, churning out home building, which is a home builder model. And home builders aren't developers. There are some that do both, in all honesty. But generally they are two different elements of our industry. Cm. Gupta: And it's a way to hedge risk on such a large project? Joe Guerra: Yes. Yeah. Because, again, at the end of the day, we're not asking that the Development Agreement actually approve a CFD that's gonna go to [unintelligible]. We may choose to not do one when the time comes. There will be multiple CFDs. It's not like you do one at phase one or one at phase five. There would be more than one. And Keyser Marston's report actually talks about assuming multiple CFDs. This would just be something that would enable us to do it. We may make a business decision, again, based upon builder relationships and DUBLIN CITY COUNCIL MINUTES 54 VOLUME 32 rg REGULAR MEETING ' MAY 7, 2013 marking timing, to not finance it 'cause things are moving so fast, we don't want to wait for it, and we just go. This would just enable the issuance. Not require. 'Cause we don't want to be required to do a CFD. If it doesn't make business sense when we get there, we wouldn't do it. Cm. Hart: But you're indicating, though, in your report that if we don't approve a CFD, you're indicating that the project will have challenges for funding sources. Joe Guerra: Yes. Cm. Hart: And your chart that you showed was with CFDs, without CFD. And there was a lot of blanks and a lot of zeroes and so forth. So that seems to be a little bit contradictive to what you're saying now. Joe Guerra: Well, no, because it is a way—again, I was talking earlier about the high risk of this project. It's a way to hedge risk. Because if the market slows down—one of the things you have to think about, 'cause we're committed to a specific timeline with the Army, as you'll recall. We have to build Project Two, and then long later build Three, Four, Five. If the market slows down; we're definitely gonna want to do the CFD, to help get that infrastructure built so this stuffs ready when the builders are there. So it's a market hedge for us to, what if the market slows down? 'Cause I'm guessing the cycle we're in right now is not gonna last the next 10 years. So it's a way to deal with the cycles of the market where you may not have enough strength, enough builder interest, to just go full speed ahead and pay for everything as you go. Cm. Hart: But isn't that the challenge of being a master developer? Joe Guerra: Yes. Cm. Haubert: Which is why they have CFDs. And not to put words in your mouth, but the flexibility of having the CFD is what is a deal-breaker for you, because you have to hedge the risk. It doesn't obligate you to use the CFD, as you've just mentioned. But the flexibility of having it is something you require because of the risk involved [unintelligible] Joe Guerra: Because of the risk metrics. Again, as I was showing earlier, hugely risky project from a—what's gonna happen in the next 10 years for steel prices for the things we have to build for the Army? Labor wages, prevailing wage rates, etc. Davis-Bacon on the base, and what happens there. So that risk factor is—again, no home builder would ever enter this kind of transaction, because it's too long. Their window of time. One of the ways we can mitigate the risk, for example, the way we have conceptual designs with the Army. We know what we're building. We know what it costs. They can ask us for more, but we can try to mitigate that. We can accelerate construction, slow down construction a little bit. But this is just a way for us to have something to hedge against market cycles which we're assuming are going to happen. We have to assume. 'Cause we can't get left caught out in the cold without some hedge as cycles occur. Cm. Hart: Okay. You heard the presentation by Kristi? DUBLIN CITY COUNCIL MINUTES 55 VOLUME 32 REGULAR MEETING 44,1;il 'war- MAY 7, 2013 Joe Guerra: Yes. Cm. Hart: Specifically the park deficit issue? Joe Guerra: Yes. Cm. Hart: How would you respond to that? Joe Guerra: Again, we have provided staff literally engineering documents from RJA Engineers, showing you exact width, exact three-to-one [siding], exact length, to show the math to get to 1.7 acres. That 1.7-acre number is where the water is. 'Cause in all the previous conversations, that was always sort of what the debate was about what was usable or not. When two weeks ago it changed to top of bank was where, frankly, me—and I will take blame for this—said, "Wait a minute. We can't just keep changing what we define as usable or unusable. So, no, I don't want to just go do the calculations and give you that." Because, again, if you define it as top of bank, well, we may want to redesign the channel to get rid of the nice slope that we think makes it usable, 'cause you don't want any of it to be usable anymore. That'll narrow it. And I can probably get back down to the 1.7. So the way it's designed now, which leads to the 1.7 number of water, isn't probably how we'll design it if you say you want it to be top of bank. 'Cause okay, you don't think it's usable, again—and I've probably said too many times tonight—we have a disagreement, you guys tell us what you want about whether it's usable or not—top of bank, water—we'll go back and redesign and do our best to meet that desire. Cm. Hart: So on the park issue and the discussion in reference to the current park design concept. So the city has specific, articulate, written, documented policies and procedures that parks will be X, Y, Z, and will contain X, Y, Z. Why is that you're not proposing to meet those standards? 'Cause in your opening statement you said that you'll show that it provides, this, this, this, and this that narrowly meets the standards. But I'm concerned why those two are not more blended. In other words, every other developer falls within the policies and procedures as outlined in that park design plan and scheme. But you're not proposing that. And I'm confused as to why. Joe Guerra: Well, I guess I need to ask you for some clarification before I try to answer as to which standards we're talking about. Cm. Hart: City standards. Joe Guerra: Is it park master plan that says how many soccer fields per thousand? Or is it the design specifications for what is a picnic bench? And I'm not— Cm. Hart: Right. Joe Guerra: If it's soccer fields per thousand and those standards, we're not proposing that. The City Council said that in 2004. The City Council said that in 2011. The City Council said that in 2012. So we've been designing the passive, unique not lots of sports fields because that's what you said you wanted. If you want to change your mind and make it all sports fields, then okay. Cm. Hart: But that's not what I hear what's being said, though. I hear that you're not DUBLIN CITY COUNCIL MINUTES 56 VOLUME 32 @- v kti REGULAR MEETING MAY 7, 2013 proposing to meet the same standards that we have. We talked about different parks—the developer-built, as well as we talked about specifically built that we build. And we build on a specific standard. So I'm just trying to see what that disconnect is. Joe Guerra: Right. And again, I'd like to defer a little bit to Mr. Gates to talk about standards. 'Cause he can talk about the level of detail we can get to on construction specifications as it relates to those standards. Cm. Hart: Okay. So you talked about the in-lieu fees. Joe Guerra: The [housing]? Yes. Cm. Hart: The impact fees, essentially, for that. And it's up there. I asked Kristi the question about 11.2. And I think there were some other questions that Don had. The indication was that was a figure that was kinda just thrown out there. And you had indicated in your opening remarks that it kinda came from the city. As you saw from the staff report, it was $26 million if you were to pay all of the fees. Again, what's the disconnect from your perspective? I certainly understand that if you pay the 11.2—and I clearly understand your business plan perspective of wanting to pay less. However, where did you get the 11.2? Where did that come from, from your perspective? And then comment on the 26 million. Because ultimately those may be our costs, based on our formula that we've used for a number of years. Joe Guerra: I'd be happy to provide all the documents to any Council member that want them. The $56,000 per unit was a recommendation by staff for an early buyout on the affordable housing in-lieu fee. It was 108. They said, "You know, if you pay it early and pay 56, we would support that when it comes to council." That is what was in the term sheet last May when we came to the Council. So that 11.2 number—the 56 per unit—isn't new. It was there last May. The council, to a person, said, "Well, wait a minute. You're frontloading all the affordable housing fees and spreading the Community Benefit Payment out over the project. We actually would like to get the Community Benefit fees." I came down from the audience and said, "We don't care. It's 7.5 million on this. 11 on this. Here's how it's spread out." So this document you have today and that spreadsheet that shows the affordable later, again, wasn't my coming up with something. I was trying to be responsive to what I heard the council say, which was, "Gee, that's great. We get it. We get this money. We get this money. But we want the Community Benefit early." And again, I said, "Okay." So we frontloaded the heck out of the Community Benefit Payment. We moved up the County Surplus Property item, because we thought city would want property tax and sales tax and jobs early. And shifted back the affordable housing. Cm. Haubert: It just takes away the nexus, perhaps, for the ability to reduce the rate, as was discussed earlier. Maybe we can find another nexus. But I'm understand now that that dynamic you just described is problematic. DUBLIN CITY COUNCIL MINUTES 57 VOLUME 32 REGULAR MEETING MAY 7, 2013 Joe Guerra: Yeah. Again, we're not proposing to delay the affordable housing fees. We just were trying to be responsive to what we heard last May. Cm. Gupta: And you're not wedded to that. We can move the money around. Joe Guerra: No. If you want to shift it back... Cm. Haubert: If we can find another nexus. Otherwise we can't reduce it to 11, is what I'm hearing. Cm. Gupta: Okay. Cm. Hart: School size. You heard Dr. Hanke talk about the school size. And it sounds like from your report, listing—very nicely done chronologically, and we appreciate that, as well as the staff report, listing the chronological. Because we started this in 2004, and there's been multiple councils and multiple people. So part of me says, "We apologize." But part of me is also, "You should be used to that, 'cause it's part of what you do as a business," and so forth. And people change. Having said that, the school district, as you have heard previously, has gone through a significant change. Dublin has gone through significant change. An increase in population. And there has been change in the school district size and the recommendation based on the—I'm not sure what the heck the name of it is, but the guidelines set by state for schools at 12 acres. Mayor Sbranti: Department of— Cm. Hart: Versus. Department of—I used to know it. Joe Guerra: Yeah. It's a Department of State architect, yes. Cm. Hart: But 12 acres. And I think you heard Dr. Hanke pretty convincingly say, "I need 12 acres." I know you have it slated for 11. Can you comment on that and what your thoughts are on that? Joe Guerra: Well, Dr. Hanke's always been very, very clear with me. Anytime we've met, he's always told me exactly what the school board's guidelines are. And the school board's guidelines right now are 12. I mean, it is. That, as I understand it from meetings that we've had with the school district and Dr. Hanke, assumes a certain size of a school. And he was talking earlier about 900, 750, 650, 750 plus or minus a hundred. Well, 750 plus or minus a hundred is 650 to 850. I'm pretty sure if they end up deciding to do a 650 at this site—not suggesting they will-11 will accommodate it. I don't know if 11 will accommodate 750, 850, 900. There's some place where it starts getting there. It's important to realize those are recommendations from DSA. DSA varies from them all the time. It's one-story school, it's a two-story school, different acreage requirements. What I'm suggesting is—we started, it was eight. It went to 10 to 12. So we were at 11. The site plan has 11. There's a block right next to it that's 12. I think the easiest way to give the flexibility, to make sure the school district gets what they want—and at some point what we need is for them to decide. Is it 11, is it 12? When do you need it? At some point we can't sort of wait forever to hold out pieces of land for them. So at some point we're gonna say, "Okay, school board and DUBLIN CITY COUNCIL MINUTES 58 VOLUME 32 N,<I REGULAR MEETING v � MAY 7, 2013 superintendent, you need to pick and tell us what it is and where it is." And we'll accommodate that. But I think the easiest way to deal with—if the Council wants to make sure that 12 can be accommodated, I got a block that's 11 right next to a block that's 12. I'm pretty sure from a traffic circulation, traffic impact on the EIR- I'm not a traffic consultant, but ours is here—I'm pretty sure nobody's gonna suggest that's gonna blow up the traffic analysis. So the way I think we could do that, if you so chose to give us all this direction, is have the overlay on both blocks. And give us some timelines with the school district for when they decide which they'd like. And whichever one they don't want, we go build the appropriate housing density that is designated in the other block. Cm. Gupta: I don't mean to hijack. Can you just clarify the two blocks? I'm a little confused. Cm. Hart: The one to the right of it? Joe Guerra: I've lost— Cm. Hart: The one to the right of it is what I think he's talking about. Cm. Gupta: Well, I just want to be clear. So there's a 12-acre block and an 11-acre block, and they're swappable? Cm. Hart: They're right next to each other. Joe Guerra: Yeah. Okay. Let me get to the other plan. Okay. So right now this blue is a school. It is a school with an overlay that says if the school district deems they don't want a school, you build housing. That's the way this is in the plan right now. This block is 12 acres. I swear to god, pure coincidence. And it has to do with this strange edge where it's not a rectangle. So 11, 12. The way we could accommodate the 12—'cause, frankly, I wouldn't want to make this the school and have it end up be 11. Because then I got an acre on the edge of school. If the Council said tonight, "Make sure you can accommodate 12," what I would ask our civil engineer is make both of these blue and have the school mixed-use designation. And at some point, again, what matters to us that there's some sort of a forced timeline for when the school district picks if they want one or zero. 'Cause during the course of our years in this, sometimes they were pretty confident they wouldn't need it. Then it was pretty confident they did need it. I've heard the growth. I'm not trying to pretend that I don't think they need it. But at some point there has to be a commitment to actually proceed with the school there. Cm. Gupta: When you say," One or zero," you mean no school? Is that what you mean by "zero?" Joe Guerra: At some point the school district could decide to not put a school there. We can't make the school district put a school there. They're a state agency. You can't make them do it either. So what I'm suggesting is the blue—the way this blue is now, it's a school or it's housing. So if they were to choose to not put a school there, you're pre- DUBLIN CITY COUNCIL MINUTES 59 VOLUME 32 REGULAR MEETING ty r MAY 7, 2013 approving that we would do housing instead. And if you just make both that designation, we may have to deal with the densities are. Cm. Gupta: 'Cause I could be wrong, but it sounded pretty clearly like they wanted a school and they want it to be 12. [laughter] Joe Guerra: Yeah. No, and 3,600 to—what is the number now? 7,500? Cm. Hart: So are you open to the discussion with the school district of building the school and changing the phasing? Joe Guerra: Of doing the construction for them? Cm. Hart: Yes. Joe Guerra: That's what we do. That's what we're doing for the Army. At some point it's a economic conversation of, do they want to hire us to do that? At some point we pay school fees. So at some point, we pay school fees. They've gotta buy 11 or 12 acres. So if you take our fees and figure out what that land's worth, if there's a delta after you do that, would we be willing to put those school fees into construction in some sort of a turn-key school? Absolutely. We would absolutely be open to that. Cm. Haubert: How about phasing of timing? Because those are both in phase four. Three or four, I think. Joe Guerra: They're four. Cm. Hart: Yeah. That's just not gonna work. I can just suspect that that's not gonna work, time wise. 'Cause phase four is not until, like, almost 10 years out probably. Mayor Sbranti: Well, a lot of that'll depend on how many units are being built in phase one and two. Cm. Hart: Sure. It will. So I have one last question then. Density. You're proposing to expand your density from .6 to 6-0 in density, correct? Joe Guerra: Yeah. And again, this gets back to the changes from last May to today. When you looked at the old Land Plan that you had in front of you last May, there were 1,600 units spread out. And there was discussion of a density pool. And that density pool could be used in specific areas. And it could only go up to—at that time I think it was 35 was the max unit per acre. Again, working with staff and looking at some of this area down here—these two in particular very close to the BART station right along Dublin—having that window be broader, to some degree mirroring some of the stuff that's across the street, so that you might get more transit-oriented in nature, to allow that flexibility. So the total unit count hasn't changed. Well, it's gone down one unit. It was 1,996 last year. It's 1,995 now. I made a typo. Cm. Hart: So I believe I talked about density and not being a fan of density last year. And I'll still talk about density this year. I'm not a big fan of high density. Although I understand the transit area. I do. But it's a concern for me. So, all right. That's all the questions I have. Mayor Sbranti: On the far right corner, that block that we're talking about the mixed-use that would have the neighborhood park, how big is that? And then what are the dimensions in terms of acreage length and width? Far right corner. DUBLIN CITY COUNCIL MINUTES 60 VOLUME 32 4, REGULAR MEETING ‘ @w MAY 7, 2013 ��� Joe Guerra: This is five. My recollection is the master block is 14 or 15 total. Mayor Sbranti: Okay. Joe Guerra: So this depiction is to scale. 75,000 square feet of retail. The red buildings are, quite honestly, something like Waterford. So this is a 75,000 square foot retail with adequate parking and FAR ratios, five-acre park. And that leaves this much room for some—townhomes. You have to figure that out. Obviously the way everything's structured now, you could do vertical mixed-use. So you could put housing above, the way Waterford does on the north end. But the spatial dynamics is 14 or 15. Again, I apologize, but it's somewhere in that magnitude. And this drawing is five and 75. Mayor Sbranti: Okay. And then I appreciate the report and kind of your perspective in terms of the timeline. I'm sure you would agree that if our staff put together kind of a similar timeline and recollection of events, there would probably be a little bit different perspective on some of those things. So it was good to get your perspective, but I'm sure they would see some of those things a little bit differently. But I don't want to get into my point on that. But the one thing I do just want to impress is some of those things on the term sheet, in my recollection—again, maybe it's semantics, maybe it's a lot of meetings, things like that—a lot of those things were things to explore. Not necessarily like iron-cast agreements. And maybe it was just a disconnect. And I think part of it might be we discussed flexibility so much. And I think we all agree—staff, you, the Council—that flexibility seemed like a good thing, but flexibility also led to ambiguity, which led to questions. So I think that may be part of why we're in at least some of the issues here. And I think we'll get to the— Cm. Hart: I agree with that. Mayor Sbranti: —clarity points. And I could see your perspective. You're thinking, "Hey, we agreed to this." And some of the things we're like—from my perspective it's like, "Well, we agreed to study that or look into that." There's certain things that would be like, "No, we're not gonna look into that." And that's a clear no. And then there was other things that it's like, "Okay, well, we'll look into that. Like, for me—and I'll just give an example—I appreciate how you backed off on this in terms of the neighborhood school and the park. Because a year ago it's like, "You know what? We'll look into that. And I was more amenable to that. Sandy Hook happened. That's obviously number one, first and foremost. But even from my own perspective, moving into an older neighborhood that has no neighborhood parks, a year ago I lived in a neighborhood that had neighborhood parks. So during the day I could take my dog to a neighborhood park. Now I live in a neighborhood surrounded by school sites that I really couldn't take my dog to in the middle of the day. And again I just say that from your perspective. Cm. Hart: What's the poor dog do now? Mayor Sbranti: Well, no—[laughs] DUBLIN CITY COUNCIL MINUTES 61 VOLUME 32 c! REGULAR MEETING MAY7, 2013 Cm. Gupta: What are you doing at home in the middle of the day, Tim? Cm. Hart: Yeah, really. [laughter] Mayor Sbranti: In between different things. And it doesn't happen often. Joe Guerra: Summer. Summer. Mayor Sbranti: Yeah. Breaks and things like that. And I just want you to have that perspective. Because I could understand leaving here saying, "Okay, well, we got an agreement on this." But my mind, and I think maybe staffs mind, was the agreement was to look into something. And some of the things we'll continue to agree on. And then other things it's like, well, we've looked into and now maybe we're not wanting to go down that path. So I just kind of put that out there more as a narrative. Not so much as a question. But just kind of understanding the impression. But I do appreciate the perspective that you shared. And we'll get through questions tonight. I know you have Mr. Gates here and the hour is getting late. So why don't we have him come up. We'll have him present briefly. Then we'll take a break. And then we'll get into council deliberations. So, Mr. Gates. Vm. Biddle: Let me point out something while Mr. Gates is getting ready here. Park planning is not one of our decisions tonight that we need to make. Mayor Sbranti: Yeah, so this should be very brief. And I think, Don, is the one you were talking about? Staff, have you seen this? Or is this something new from a staff perspective? So we won't be able to really comment on this, but if you want to just go quickly through it, just to kinda give us the perspective of what you're looking at. But is this something...? Kristi Bascom: We'll have to see. I'm not sure whether this is something we've seen before or not. Mayor Sbranti: Okay. So I think we won't get into questions on this. But I think at least it'll give us into the mindset of what you're thinking of. Mr. Gates: Thank you, Mr. Mayor. Good evening Mayor, Council, staff. I'll try to keep it brief. But what I'm trying to do is give you enough of the sense of what the park is, why it is, and what we thought we heard a year ago. So you understand does it fit, how does it function, and how does it work with the five-acre park? So it'll give you a better ability to sort of understand how it all comes together. And I think staff will find nothing new in this. At least that's my goal. So anyway, the purpose is to really just make it clear what this is all about. And it's been covered quite a bit already. But it is a unique park. The history of this and basically what we heard from you a year ago was it's a user park. It's a destination park. It's what's called a third place. So it brings in all users. And I have a little white paper, similar to what we actually handed out to you last year. And it describes in detail some of the kinds of activities and why. And I'll walk through briefly what that is. And again, on the history I'll go quickly. But there's been much discussion about what is the park. It started with 2004, when there was a DUBLIN CITY COUNCIL MINUTES , 62 VOLUME 32 4 Co et> REGULAR MEETING m4 ' <I MAY 7, 2013 Strategic Visioning Process, which then went into 2008, connecting the community. There were very clear, great statements about what a park is. And I think summarizing it, when you're near a transit-oriented development and the backyards are a little smaller, the densities a little higher, this kind of park serves a great range. Like you mentioned, a place to walk your dog. So it's a hybrid of what a park might be out in Fallon, where you've got more open area and you're looking for the sports. So it has a little bit of everything. So basically what we heard a year ago was its passive dominates the active recreation. It's educational. It's a place for artists. It's a place for students. It's a place for people to be in classes and learn. And it does have a sports component, but supplemented in other areas, which would be the five-acre park. Basically the school actually is an important element for the park, because our goal is to [lengthen] in a Land Plan. So this shows you that the road patterns and the open space. And that [creek] quarter is a trial. It is a natural green connection. And it actually terminates right at the school. Other nice things that happen with the location of this. It has a large presence on Dublin Boulevard, which I think is very critical. This being a third place really becomes, like the name says, Central Park. And it has an opportunity to take east and west Dublin and put it together, to coalesce it, and create basically a front porch for the community. So I think that is critical. And the land use I'll get to in a minute hopefully does that. So just quickly, and then the next image is gonna show you 39 uses that are part of this. But I'll quickly go through 'em. Basically, there's a grand green. A football field would basically sit here. So you're seeing two soccer fields, should you want to use it for practice soccer. It just gives you a sense of the scale of it. It's very large. But basically when Scarlett comes through, we'll put most of the parking here with a grand entry and a grand entry. And we're calling this a promenade, because this is very large. This is basically three football fields. It's kind of a dog bone. So you'll have an activity center with the museum and a pavilion down at one end. Bathrooms and another strong facility here. So it's trying to link. And this is an organizer, so that all these other uses actually come together. And it gives you vitality and all the other activities that come together in something like a park. We have a community garden, which is tucked at the far end. We have play areas for young and old. We have event centers, basically. This is a wide promenade, a little bit like what you see in Central Park in San Ramon, which we did years ago. So it's an event space. So you have large group picnic area adjoining the sports. You have soccer, two baseball overlap fields. You have a botanical garden. You have a rose garden, which is a more formal, again, different kind of event space. You have what we'll call a meadow in the middle of that, which has volleyball in it. You have small-level picnic areas grouped along here. You DUBLIN CITY COUNCIL MINUTES 63 VOLUME 32 o- Ql REGULAR MEETING � `,Y MAY 7, 2013 have a berm on both sides, so basically you sit on the lawn and watch the event there. Again, you can put in there probably as many as 4,000 people for an event, if you had a state or a city event or something, and sat on the berms and brought in chairs and other facilities. More volleyball. Bocce ball, which is a very social sport, along the promenade. The Children's Museum. And it has uses on both sides of it. So it sits in a central activity. As mentioned earlier, this is the amphitheater. This is a demonstration vineyard with a food prep pavilion. A meadow here. Picnic area. A pavilion. And this is really an event space again. Farmers' market, large kinds of activities. And we want those to happen right on the front porch, so as people are going by they get a sense of all the hubbub, activity, the vitality. This is the golden jewel, which would be the carousel. So this just shows the [linkage], shows the park. This shows you the 39 activities. And it just varies from preschool play—and I'll hit a lot harder what the creek is. But we see the creek. If you look at the creek, it's got a series of activities. We do see it as usable. And I'll talk about the nature of kind of what I'll call a destination park. Critical, how you'll get into it. Main entries, secondary entries. The access as you drive through it. Those are drivable for EVAs. Police vehicles will be able to go through and cruise there. So you're seeing circulation for the maintenance, circulation for emergency vehicle, and pedestrian circulation. And of course the Iron Horse Trail, which is a major link, which will bring in large numbers of people to the park, is a critical way of getting in the park. This just shows you a cross-section of Scarlett, with the park on this side. Shows you that there's the sidewalk, the bike trail, the travel lanes, the median, the travel lanes, turn lane—a left-turn lane—another bike lane, a parkway planting, and then a five-foot trail shoulder, 10-foot trail, and a five-foot shoulder. And this would be the park itself. Cross- section sitting here. So it's a critical part to what the park is. I'm just gonna walk through some of some of these. It just gives you some visual examples of what we're calling the Great Meadow is. Different kinds of events. You'll program it. It'll be variable in activities. Probably pretty constantly used. And this is a very serious level event. This is Middle Harbor Shoreline Park in Oakland. The creek itself, I think we see usability. We actually worked on the master plane for your Emerald Glen park. And there's a creek there. And it basically is old enough to be rather mature. So this is a photo simulation of that creek in the non-heavy water use. I mean, the water will be fairly active on a heavy rain period, so you won't be using it 24/7. But the bulk of the year, you will. And it will look something like this. And as Joe was mentioning, we've taken the edges and taken the engineering away from it so that it's usable, it's approachable, and we want it to be natural. DUBLIN CITY COUNCIL MINUTES 64 VOLUME 32 4` C;+ �x ,� REGULAR MEETING MAY 7, 2013 So it'll transition into the picnic areas. And it'll have all the things that parks have. Open spaces have. There are two bridges across it. So basically you're seeing the nature of the character of that. It'll set a visual theme. We're hoping that this has an agrarian feel, it has a sense of history to it. But it also has—as Joe mentioned again—this is habitat. Fish and Wildlife wants us to replicate what has been lost on the site. So we've been working with the biologists. And there'll be a flow channel zone, which you basically see in the lighter green. And the rest of this is habitat. And we're purposely shaping it, we're sculpting it so it looks natural. There will be oak woodlands around the edge of it. So you're getting kind of a sense of the flow channel here and the extension of what the space would be. Wow. So here again, this is actually the Emerald Glen. This is the nature of the mature species. And it'll be all native habitat as part of that park. Again, it's a learning place. It's an information place. We've done a number of creek restoration in the school district. And some of the teachers I'm sure will have a lot of fun using it in different ways. The habitat will follow. And again, it's not fenced. It's accessible. The promenade I've already sort of talked about. There's a drop-off area so buses and vehicles and things will come drop off. You'll sense the activity. It's really the spine for the open space itself. You're seeing the nature of how it might be used. It is a wide zone. So there's a range of events that can happen there. It's a cross-section showing that we're actually dropping the parking so it's less visible and we're raising the promenade. We're actually sinking the bowl, so we try to get a [cut-and-fill] balance out of it. Again, the drop- off, and the kind of functions that will happen there. If you did use it for full sports on certain occasions, it would look like this. You again see the play areas that work with it. The picnic areas. Major source of income. Shade is critical. I'll go quickly. The carousel, which is down on the front porch. Prominent location right near the amphitheater. A community garden. More and more popular today. We're actually chasing a job in Oakland where the school district is planning on feeding a lot of the students and administration with a community garden. Very serious stuff. The vineyard. Again, key part. Sort of the heritage of the community. Botanical and rose gardens. Again, used by different user groups. Educational, informational. The museum pad and the uses around it. The nature of the activity patterns with the bocce ball and the volleyball. And on the edge of the amphitheater, again. Probably filled with artifacts from the museum spilling out next to the amphitheater. Again, the front porch. This is just a rendition. Obviously it can be what you want it to be. But I think it needs to talk about the community. It needs to say the nature of your community. It needs to welcome you and it needs to unify both sides. DUBLIN CITY COUNCIL MINUTES 65 VOLUME 32 REGULAR MEETING MAY 7, 2013 So basically, again, 28 acres. Probably what I would consider the only unusable part of it would be the very wet sector of it when it's heavy rain. Then, again, the neighbor park, I think we should talk about that. I think the two five-acre parks are passive. They're there for the higher density and people to use not for sports. If you go to five, you get a soccer field, you get a baseball field, and you get the play area. Plus you get some dog walking. So it is a nice use. It's a good pattern. Useful pattern. The process. And I can be brief about this. But we actually did your school district's master plan. We're working with the district on school right now. So there's a very good pattern of how that works. We've done lots of parks. But I think the way we're envisioning this is that it's a triad. And the city of Dublin certainly takes the lead. You and your park rec folks need to work with us, tell us what do you want. What kind of backstops? We work for Little League. We work on parks all over the city. So we need to get specific into the weeds with your staff. What do you need? We've actually done parks for you and we have a pretty good sense. But you have a new park director. We need to be spending the time doing serious listening. There will be a number of outreach meetings, as we see it. And, in fact, you're all invited tomorrow night in San Ramon. This is [Feria] Park. And Karen [McNamara] is running the first workshop for that park. And it's a private sector park. We worked on the master plan. We're gonna work with San Ramon to get it built. There are a lot of efficiencies in economies there. The private sector can actually get it bid and built in a very different fashion than the city. We've done this on both sides for over 30 years. And there can be some substantial savings. The caveat is, it has to be what the city wants. So that set of construction drawings that has to go through the military has to be approved and properly processed through the city. We're working with your public works staff almost daily on all the stuff we're doing in Fallon. And so Mike Porto and all the folks have an intimate relationship with our office. And he's great, by the way. We give him an A-plus. But all those 4400 lights, we probably were part of 1500 of those over the last 15 years. And we have a very comfortable relationship. So we're quite anxious to work with that. So basically that's the last image. You guys probably need a break. I'm happy to answer questions, but... Mayor Sbranti: We're not gonna take questions on this one. But thank you for the presentation. And I'm sure you'll work with staff on this as part of the overall plan. Any more comments of anyone that didn't turn in a speaker slip? I know I said I'd give the opportunity at the end. Okay, seeing none, we will take a break and we'll come back in a little bit. [break, followed by discussion of item 7.3] DUBLIN CITY COUNCIL MINUTES 66 VOLUME 32 �,� REGULAR MEETING 3 traitt MAY 7, 2013 Mayor Sbranti: Okay. So now we're gonna come back to 7.1, which is the Dublin Crossings project. And I know we'll go through the list of questions. Before we do that, I don't know, Joni, if you had anything from staff perspective first? Cm. Hart: Oh, I'm sure she does. [laughter] Mayor Sbranti: Or, Kristi, anything to add? And then we'll go through the questions. City Mgr Pattillo: Just a couple things. Mayor Sbranti: We'll start with Joni. City Mgr Pattillo: I think one of the things I'd like to commend is that my goal tonight, as far as something presenting to Council, was to have it to be a professional conversation. And that the idea is that there's kind of some reference points that are brought in and brought out. And I just want for clarification, especially for the two new Council members. And as was mentioned by the applicant, we too can supply you with a variety of things, but we're not here to talk about those things. Because I think the delay and all that kinda stuff can be discussed indefinitely. But I guess one of the things just kinda the recollection piece—is that when this first started, when we went through the whole [unintelligible], we had industry day, in which all the individuals that were organizations that wanted to develop Camp Parks was given information from not only the city as far as what our fees were, what our expectations were, and kind of like a design [unintelligible] that had a 46-acre bonus park. A bonus park. Not meeting a community park, 'cause that was in addition to it. So there was a lot of lofty discussions that occurred. So that's kinda like the starting point. And then what's interesting is that there was a recalibration as far as the expectations about how do we get here. So I want to anchor that discussion. Because it appears that it's been going back and forth. There's bits and pieces of history being brought forward, but not the consistent message. So I just want to kind of tell you that when this discussion first started, it was the hopes and wishes of everybody that wanted something special as far as on Camp Parks. So the 46-acre bonus park—and I'm not here to argue the merits of was it realistic or not, because that was for a different discussion all together. But there was an expectation that there was a community park that met our standards. Those are like the neighborhood parks. All those things, as far as kind of a baseline discussion. And I think when it comes down to some of the discussions—it's kind of interesting—is that—one case in point. The discussion about—and we can go back to the minutes—that's our basis, as far as the minutes—of May 29th—that has to say it was the council's desire, 'cause we asked you questions about the desire to want to move forward the Community Benefit Payment. And I will say this with complete sincerity. Never in my wildest dreams did I assume that what the applicant heard was just to move everything over. 'Cause it's all, as the words have been used with us several times, fungible. That it's the same $25 million no matter where you sent. DUBLIN CITY COUNCIL MINUTES , . 67 VOLUME 32 REGULAR MEETING Qa-r?+ '`' MAY 7, 2013 °�, So this is kind of like the assumption, is that when the request was made that you wanted the Community Benefit Payment more of or upfront, we never assumed—as staff—that somehow then the kind of affordable housing buyout would come up later. And I'll be honest with you. That was kind of like a surprise. So in front of you tonight are five questions that we need definitive answers from. Because within that area of grayness, it's subject to interpretation. I would just assume that when it comes down to it, is that staff, following council's policies and directions, thought we were right on point with you. The applicant gave you a different perspective of what their interpretations were. One of the things I can say is the last time we were here was May 29th, 2012. Okay? And we have moved forward. So the idea is that what I'm asking you, from council, give us specific direction on the questions we have. But you cannot borrow certain elements of history and bring them forward without bringing the entire picture. And the one thing that I will say is that—it is kind of a bothersome moment for me—we have made a lot of transactions work—development work—in the worst economic times. I can cite developments that we have done. And what's interesting with those kind of relationship pieces, there's a baseline of understanding that we want—as far as Council's expectations based on policy and direction—this. So that's where the conversation starts. It's elevated here. We have had to struggle, negotiate—and that's the other part, too. Is that there was a discussion that these were all solid deal points. If you go back and take a look at the minutes and look at the video, a lot of it was, "Explore. Take a look at it." And then they have now become definitive points. The other part, too, the idea about the Iron Horse Bridge was not something that was just a fruitful, kind of whimsical thing that we as staff came up with. That was a potential mitigation for the traffic impact. So these are all parts of normal development. So even kind of the retention, that has never been a part of a development piece that has been contained in a park. And so the idea is that if council decides that they want to do something different, please just give us specific directions. Because it is one of those discussions, to be honest with you, there's a lot of staff time involved that are not being costed to the applicant. You talk about this being an important project? We heard you loud and clear, as far as projects in the community. We have department heads at meetings almost every week. That's not charged to the applicant. So you talk about making sure that we move forward with the decision-makers. That happens. That is how we've approached this. So I think more than anything else, and I think clear for everybody, just give us specific directions on these things. And then we're good to go. Because we can spend another two and a half hours defending or not DUBLIN CITY COUNCIL MINUTES .0 c,, 68 VOLUME 32 ~' REGULAR MEETING v a MAY 7, 2013 r� "`'�'�, defending. I can tell you that we gave our professional best. And that the idea is that it seems like it's worked for everybody else with the exception of this. And like everybody else, I would love to be able to say that we have disagreement points. And that's okay to have. But the idea is that how it's being cast it is what it is. It's how they perceive it. So if you can answer the questions specifically. Because I want no room for kind of the grayness area, because that's where we've been spending our time. So I'll turn that over to Kristi Bascom. Mayor Sbranti: Okay. Great. Kristi Bascom: Thank you. Mayor Sbranti: Thank you. Kristi Bascom: I'm just gonna launch into the questions. We have a slide for each one. And it's essentially the direction that we're looking for, feedback from the council on the exact same questions that are in your staff report. The first policy consideration item is, the creation of a Community Facilities District is an acceptable financing tool for development on the project site and the City Council is willing to authorize and participate in the creation of such a District. Yes or no? Mayor Sbranti: Okay, so here's what we're gonna do for each of these. We'll get people's input. But before we do that, any questions on the CFD? Any questions on the question before us of staff? Cm. Haubert: Tim, I guess my issue with all of this is my answer is going to be, "It depends." It depends on the whole package. It depends on everything before us. Could I envision a CFD that I would sign? Absolutely. Am I gonna lock myself in to say that we will absolutely sign a CFD, and then the project substantially shifts and I come back and say, "No, I'm not willing to sign that CFD"? Yeah. Absolutely. So it's hard to give conclusive yes/no answers. I think we can certainly give our input and thoughts into it, but that's how I'm gonna answer that question. Mayor Sbranti: And I'm glad you started that comment. And I want to go back to Joni's comment, too. None of us tonight—and I think we want to be clear—are locking ourselves into anything. 'Cause we haven't see anything. I think the idea, if I'm understanding it from staff, is in order to even get on the street fully with the EIR and in order to actually craft the Specific Plan, these are just some of the questions that will help staff—and the applicant—finalize the Specific Plan and go out with the EIR. So ultimately, none of us are prejudging or making any final decisions on any of this. And I think it kind of comes back to what I said from the beginning. And I think Joni mentioned it. I said it an earlier thing. You have a couple different interpretations of meetings of what was quote-unquote "agreed to." I think what was agreed to consider some of these things. And there were some things that we said, "No, we're not gonna consider." Other things we said, "Oh, yeah, we'll consider that." DUBLIN CITY COUNCIL MINUTES 69 VOLUME 32 " w ` : REGULAR MEETING i 9`Q� MAY 7, 2013 And then we considered it. And some of 'em we said, "Yeah, that makes sense." Other things we considered and said, "No, we're not looking at that anymore." So I think with the CFD the real question is, are we willing to continue to either consider this or not? And if the answer is we're not gonna consider it, then if three people say that they wouldn't consider this, then that changes the conversation. So that's a long way of saying nobody's locking themselves into anything, and all of us are accepting that tonight. But you are willing to consider a CFD. 'Cause I know there's Council members that may not be willing to consider it. Cm. Hart: But the problem I have with that piece of it, though, Tim, is that the staff need definitive responses. Mayor Sbranti: No, I agree. Cm. Hart: And if not, we're gonna prolong this on and on and on. So I appreciate, but I think we need to make a decision to help staff. Mayor Sbranti: Well, let me be clear. 'Cause I agree with you. 'Cause I think the whole thing tonight—we've all said; we heard it from the applicant, we've heard it form staff—we all agree we need more clarity. Clarity would be three people saying, "No." That's clarity. That we're not willing to even consider the creation of a CFD. If that's the direction that comes from the Council, then that changes the dynamic. That changes the discussion with the applicant. That changes the discussion internally with the council. If there's three or more people on the Council who are willing to say, "You know what? The creation of a CFD is acceptable." Obviously we need to see the details, 'cause we don't know the details just on this paragraph. And we've heard bits from the applicant. We've heard bits from the applicant. We've heard from the consultant. Everything's gonna come down to the details. But I think the real issue is, if there's three people that are saying they wouldn't consider it, that's a big deal. If there's three people that say they would, it's a different... Cm. Hart: Okay, but the problem with that is if we are saying three votes,"Yes, we'll consider it," but you're also saying that that's not a final deal, that is kind of final. Because Kristi is looking for definitive answers. And that is creation of a Community Facility District is acceptable financing tool. Period. And that's the direction I think that staff is asking. John Bakker: Mr. Mayor? If I may, I think this one is more something the applicant need an answer about. Whether the Council would consider the CFD. If there are three votes that you don't want to do a CFD, the applicant wants to know that right away. If there's some indication that you'll only accept a CFD up to a certain amount, I think they'd like to know that as well. I don't think this one is driven so much by staff, in terms of having to have definitiveness. This is more of an applicant issue. Vm. Biddle: Let me ask for clarification. What we're deciding on tonight is the DUBLIN CITY COUNCIL MINUTES 70 VOLUME 32 ,pl REGULAR MEETING �v MAY 7, 2013 information that we have a copy in our backup from the consultant with specific numbers on it. And that's what we gotta consider tonight. That specific CFD. John Bakkerr: I think there's been discussion about the cap being 1.75. So I think the applicant's indicated that they wouldn't go beyond that. And I think they're asking you whether that would be acceptable. Obviously things can change. The market prices of the units might change in the future. But what's being talked about right now is the information contained in that report. Mayor Sbranti: Yeah. And I think the key, we're giving direction on where we want this to go or not to go. It's just like, say, the park, which is the next question. We may say, "Hey, look, we want a certain acreage of park," but then when the plan comes before us, we may not like that park. In other words, so we're giving just kind of direction just in terms of a framework. Cm. Hart: I'm with you. But the fact remains that based on three votes of going towards the creation of a Community Facility District is a definitive response. 'Cause I like the idea of having the flexibility, but that's not what we have the decision to make tonight. If there's three votes that create—is an acceptable financing tool for future development, then that's a definitive. I just want to make sure that we're all on agreement and understanding of what it is. Because I don't think you can go back. After we say, "Yes," I don't know if we can say, "Well, you know what? We don't like this," and say, "Maybe we didn't necessarily mean that," or something else happens. I just want to make sure however the vote goes out, however it's decided, is that everyone understands that that's definitive. Mayor Sbranti: So let me start by trying to be as definitive as I can. Because when this came forward a year ago, I was probably the most on the fence. 'Cause at that time there were two council members that were pretty much opposed, two that were pretty much supportive, and I was the one that was leaning against it but willing to consider it. Based on all the information I've seen over the course of the last year and the discussion and everything else, I'm gonna answer yes to this question that I'm willing to consider the creation of a CFD as an acceptable financing tool at the 1.75 percent threshold that was discussed. And provided, at least for me, that there's net fiscal neutrality. Just in terms of as the overall project. So again, like anything, we need to give as definitive direction as we can. But ultimately there's still a lot of detail that needs to be provided. But I'm willing to tell staff and the applicant that I am willing to accept this as an acceptable financing tool, at 1.75, needing to see that fiscal analysis to make sure that it checks out. And my reason is, my concern is still my concern. This is not my favorite way of financing. But I'll explain why I'm going in this direction. I think there is a little bit of uniqueness—a lot of uniqueness—to this project. Ultimately I still prefer the impact fee, the way we traditionally do things. And my concern was with DUBLIN CITY COUNCIL MINUTES „ 71 VOLUME 32 :14 "o REGULAR MEETING �4o ti MAY 7, 2013 �� "'¢�, a lot of aspects of this project. But this in particular, I said, "Boy, we go down the CFD, then other developers are gonna want the CFD, too, and then that all of a sudden creates a slippery slope." But my response to any developer is, "Look. I still don't like CFDs all that much in normal circumstances." However, this being a unique project, phased in the way it is, I'm willing to accept it in this circumstance. And I think the point was made, which I respect, in terms of the [gads] and other different tools around. So I kinda see it. I'm a little more comfortable with it now that I've seen other examples of it being used in other places, which I wasn't sure of. Again, still not my favorite tool. Still not something I want to see citywide. But based on the uniqueness of how this project's being phased, I'm willing to accept it at 1.75, provided that there's net fiscal neutrality. So that's where I'm— Cm. Haubert: I would add to that my conditions for this. And I think a better question is, under what conditions would you be willing to accept the CFD? And I agree that's one of 'em. I think also staff and applicant clarified we still have a Developer Agreement to hammer out. And I think a condition of accepting the CFD is an acceptable Development Agreement, right? Mayor Sbranti: This would be part of the— Cm. Haubert: And it's part of that. The whole thing. That package. So I agree with you. Cm. Hart: Is that the only thing you're adding? 'Cause that's not much. [laughter] I'm just saying that that's a foregone conclusion. The DA agreement is gonna happen. Cm. Gupta: Wait. So, Kevin, are we rewriting the question? I just want to be clear. These conditions, are we baking them into the vote? We have to. So I just want to be on the same page. Cm. Haubert: Is this a vote or a direction? City Mgr Pattillo: It's a direction. So there is no room for any interpretation. So the more specific you can. We just want to get just clear direction. Mayor Sbranti: So I'll start with that as my framework. If there's two Council members that are willing to accept that framework, if there's conditions they want to add to it. Or if they don't accept it, they could vote against it. But that's what I'm willing to do on this. And David, does that sound like something— Cm. Haubert: Yeah. I agree, Tim. Mayor Sbranti: Okay. Okay. City Mgr Pattillo: So, could I just for the record— Mayor Sbranti: Yes, please. City Mgr Pattillo: —have Kristi Bascom read that? Cm. Haubert: Please. Mayor Sbranti: Okay, yeah. Cm. Gupta: But maybe we should continue— Cm. Haubert: Let's get everybody's input. I don't know what everybody else thinks. Mayor Sbranti: No, why don't we have Kristi read it. Because we need to go through. And then that way we make sure we're clear on exactly what we're agreeing to. So, Kristi? DUBLIN CITY COUNCIL MINUTES 72 VOLUME 32 ` ,,`' REGULAR MEETING r MAY 7, 2013 Kristi Bascom: Just in terms of the mayor's position on this, is that the creation of a CFD is an acceptable financing tool for future development on the project site, and the Council is willing to authorize and participate in the creation of such a district up to the 1.75 cap, with the caveat that the project is fiscally neutral. Cm. Hart: So can I get clarification? I'm sorry, Kristi. Can I get clarification on what that means? Fiscal neutrality. For the project in and of itself. What does that mean? City Mgr Pattillo: It doesn't burden the general fund for the project. Mayor Sbranti: Right. The financing pays for itself. In other words, here's my analogy. The Eastern Dublin Specific Plan, we have a very specific policy that development pays for itself. So to me, this is a different way of doing infrastructure. I understand just because it's different doesn't mean we can't do it and all of that. But I want to make sure that it pays for itself and doesn't burden the general fund. So that's what I mean by net fiscal neutrality. Kristi Bascom: So the project brings in enough revenue to pay for the costs of serving the project. And its residents and workers and all that. Mayor Sbranti: Absolutely. Cm. Hart: What happens if it doesn't? City Mgr Pattillo: [unintelligible] Mayor Sbranti: Yeah. Cm. Hart: That's based on the analysis. Kristi Bascom: That's based on the analysis. If the analysis indicates that the project is not fiscally neutral, staff can work with SunCal. There's a variety of different ways to change components of the project. There could be more private streets than they're anticipating. The homeowners' association could pay for more maintenance than is anticipated. There could be a landscape and lighting assessment district to pay for some of the ongoing maintenance and service for some of the facilities. There's a variety of different mechanisms. We've assumed that the Council expects this project to be physically neutral. When the results of the analysis, if it shows that is indeed not the case, we'll work with the applicant to figure out how to get it to that point. Vm. Biddle: I still have a problem with this. And I'll tell you why. We've talked about there are other Community Facilities Districts in our city. We know those. Those Community Facility Districts were used to provide community facilities. Their street lighting and landscaping and things like that have provided facilities for the community. This facilities agreement basically is providing financing for the developer. And to me the numbers that I see here are not very comfortable. SunCal is projecting a fund of approximately $46.8 million for infrastructure from the sale of these bonds. And that's out of the $119 million that's projected. That's almost 40% of the cost of their infrastructure. So we're giving this huge benefit to a developer. It's not a Community Facilities District. It's a huge benefit for a developer. And to think that other developers won't come forward now and DUBLIN CITY COUNCIL MINUTES 0 73 VOLUME 32 Q..' REGULAR MEETING MAY 7, 2013 expect this kind of thing is kind of unrealistic. The other thing that troubles me about this, just in the numbers that we've got here, what happens is the developer's talked a lot of fees that they gotta pay here. And I think the chart showed up $25 million or so? Something like that? Kristi Bascom: That was their proposed contributions. Vm. Biddle: And they're proposing that they get $46 million, not only to cover that, but to cover a lot of other things. So they're not paying anything, basically, for the fees that they're complaining about. They're expecting the future taxpayers to subsidize them at the rate, basically—the annual tax would range from about $2,200 to $3,700 per unit per year. And what's the term of this agreement they're proposing? 30, 35 years? Kristi Bascom: I don't recall whether it was 30 or 35. Vm. Biddle: In that range. So that's a huge amount of money to pass along to potential future landholders, to finance what a developer should be financing. Granted that this project is risky, like all projects. Every project we have— and developers know that—there's risk involved and circumstances change and all that. But to start out with a developer and give them this large subsidy to me is just unrealistic. There again, this amount of money to get a project started, they're proposing basically that this future landholder, 25% of their property tax, basically, is gonna be used to pay for their financing cost. And I think that's unfair to prospective taxpayers and future owners, to shove that down the course. And no other developer in this community has ever utilized this. That's just too big a lump to swallow for me. Mayor Sbranti: Okay. Abe? Cm. Gupta: The way I look at it is, we've heard a lot about the project. And this is a master planned community that's gonna have sub developers, essentially, coming in, who are gonna actually do the residential development. I look at this as basically a hedge against risk on the part of SunCal, for a project of this size. But my concerns are largely, I think, dealt with. And I'll explain why. I think SunCal's hedging their risk. But they're also making a decision to potentially market these homes with these additional tax burdens. And that's a risk they're going to take. When a potential homeowner comes into the community, they're gonna have to decide whether they want to buy a home on the west side of town or East Dublin that doesn't have these encumbrances, or buy into Dublin Crossings and potentially pay $2- 3,000 a year more in property tax. And I don't know what's gonna happen in five years or 10 years when these houses are actually marketed. But I think the reality of actual markets is that the capital markets are gonna decide whether those homeowners feel that's palatable. But as far as the general community goes, it's not a burden to the overall taxpayer. And that's a choice those homeowners are gonna make. Whether SunCal actually goes forward and uses the Community Benefit is DUBLIN CITY COUNCIL MINUTES 74 VOLUME 32 REGULAR MEETING 4 ,;( ((1 4" MAY 7, 2013 certainly up to them. But I think that's a risk that I'm comfortable with shifting to them and their potential buyers, who may invest in that community. So I just don't see a project of this size necessarily being practical without the Community Benefit Plan. And I certainly don't see the city signing onto a project that doesn't have at least a certain complement of attributes and benefits that we're simply not gonna get unless we put a Community Benefit in. Mayor Sbranti: Yeah. And ultimately they're gonna have to disclose this. So it's really incumbent upon them to really do a quality development if they're gonna have the higher tax burden. Cm. Haubert: And Don, the way you phrased that—and I just offer an analysis to help put in perspective what you mentioned about passing this one. If you take $46 million and you divide by 1,600 units, it's about $28,000, $29,000. Small fraction of the overall sales price. These are about $650,000, $700,000 homes. It's gonna be increased—or the burden—$46 million divided by 1,600—about $30,000, of which they'll have to pay $2,000 to $3,000 a year more. In point of reference, we talked earlier about in general our affordable housing fee is about 108,000. So we're saying in one breath, we're asking you to tack on 108,000, or if you pay it early, 56,000. But in another breath we're saying that 28,000 is too much to pass on. It's half or a quarter of what we're asking them to pay for affordable housing. And it's a financing mechanism, where instead of paying $28,000 more for their house and having a higher mortgage, they potentially would pay $28,000 less and be the same. Vm. Biddle: But we ask every developer to pay for affordable—all the fees that were listed there— Cm. Haubert: Yeah. Them included. Vm. Biddle: —were not unusual for a developer to pay. And what does that homeowner get for that extra 30— Cm. Haubert: All the roads that are in there and, conceivably, a lower price of a home, versus another home that's marketed. You don't have to pay a CFD, but you'll have to a higher—perhaps—purchase price for the home. Again, the market dictates what the price of a home is going to be. Vm. Biddle: Exactly. That's my point. You can't expect a developer to sell a home for less than the market value. So a homeowner in this development is gonna pay the same as a homeowner in another development with a similar home. Cm. Haubert: Similar home, but similar payment structure, too, right? Vm. Biddle: Well, yeah, but he's gonna be paying an extra $3,000, $4,000 a year extra. Mayor Sbranti: So why don't we do this—'cause we have other questions. So it sounds like obviously you're still opposed. Kevin, I just get you weighing in on this. What's your thoughts on this one? Cm. Hart: I do have some thoughts, so thank you. [laughter] Well, everybody in the room and everyone at home can count to three. I have already counted to DUBLIN CITY COUNCIL MINUTES 75 VOLUME 32 c ? REGULAR MEETING v MAY 7, 2013 sass three. I don't know about you guys. And that's disappointing, because I am not gonna be supportive of the CFD. For a variety of different reasons. I'm concerned about writing a check for $46 million to SunCal. Not that I don't trust them at all, but that's just a lot of money. I'm concerned about what the city attorney had said in reference to if anything forecloses. I'm concerned about the market value. What those houses and homes are gonna sell for. I'm concerned about the property values of those homes and what potentially that could have an impact. I'm concerned about the fact that we do everything based on policies, procedures, and guidelines. And it seems like to me—based on the five hours of testimony that we've had up here—that SunCal is just bucking the system here. And I have a problem with that. I need to make sure that we express to SunCal that there are certain guidelines set that we set, and they need to be followed. And I'm not convinced that they are being followed, in a variety of different ways, which I think everybody kinda already knows. I'm concerned about the fact of having a two-tier kind of a system. I appreciate the discussion. I appreciate the special assessments. But this is completely different. We've never done this before to the magnitude—I'll say it differently than I did last time—of the infrastructure. I agree with the fact that it's certainly a potential difficult master plan to develop. No question about that. It's Army. It's the federal government. It's the city. Of course. DSRSD. NASA, for god sake, is on there as well. I get that. However, that's what the developers get paid for. That's what their profit margin is and so forth. They understand that going on. They participate in a group of other developers and bid for this contract. Bid for this opportunity. They know what they're getting themselves into. I think there are way too many questions and I don't think they're really truly answered quite yet about the CFD. I'm not comfortable with supporting it. Obviously I like some of the amenities with everything that's gonna come to. But, David, I'm not supportive of the 1,600. I don't like the high density. There's that range. I want the lower range. I want the specific low range. I'm not comfortable with that. There's a lot of things I like about this project. A lot of the things that we've had that we've seen. But I think it's bad business for the city to get into, when it comes to working on the CFD. But at the same time, I'm cutting a lot of my comments short because there's three votes, and I learned a long time ago how to count to three. Mayor Sbranti: Yeah, but you know what? It's important that everybody states their piece. Because ultimately it's important for staff and the developer to hear all the different perspectives that are out there. Because there might be three votes on this one way, but there might be three votes another way on something else. So they really have to think about—when they put something DUBLIN CITY COUNCIL MINUTES 76 VOLUME 32 I ✓ REGULAR MEETING b 9 MAY 7, 2013 together—what ultimately could get people's support. So I think we have three on this. Vm. Biddle: Let me add one more thing that I didn't add. One of the things that troubles me about this is, if later on the city needs to have some kinda Community Facilities District in this area, we've in essence closed off all our opportunities because we've given it away to a developer. That's what troubles me. Cm. Gupta: I'm not sure that's correct. We still would have the opportunity to leverage the property if we needed to. Cm. Hart: Like how? Cm. Gupta: Legally our hands would not be tied. For example, if the school board decided to put a bond measure on the ballot. It passed. Would this development not be subject to that bond? Mayor Sbranti: Well, it seems as if— Cm. Hart: Yes, but it further would exacerbate the problem with paying $3,000 additional funds to the taxpayers. Mayor Sbranti: But one of the biggest things—and I think that's where the 1.75 comes in. 'Cause originally when they were talking about two percent that kinda maxed out, there's still gap in there, is my understanding. That .25. Your point's well taken. And it was my original point in the last meeting. That it does cause some concern. If you're gonna go forward with a school bond or a parcel tax, that these voters might be less inclined to support something. That remains a concern of mine. However, it doesn't preclude, because there's still a range in there that would allow, whether it's a parcel or a bond or the city to go with some other form of taxation. We have three votes on this. I think there's at least clarity for staff. Staff and the applicants have heard the concerns of the other two council members. We'll go on to the next question. Kristi Bascom: So, policy consideration number two. Is the size of the Community Park acceptable? Mayor Sbranti: Okay. So who wants to go first? Cm. Gupta: I'll get started. Reviewing the material and having heard the applicant and staff, I'm looking at the chart—the spreadsheet—with the community park, the net usable community park acreage, and the neighborhood park. And again, echoing the sentiments of the city manager, I don't want to get into a tit-for-tat in terms of what was said in the past or what was not said. But as I look at this chart, the way I see it, the proposal for the five- acre neighborhood park creates a one-acre deficit. However, assuming the assumptions are correct with the Chabot Creek and the community park acreage, I think in the net it's acceptable. So I don't see a major structural defect from a numbers perspective. Vm. Biddle: You're saying 28 acres. We need 28 acres. Cm. Gupta: Well, combining everything in this graphic, in the net we end up with— assuming the math is correct here—just under an acre of surplus. The .7. Unless there's disagreement on the input— DUBLIN CITY COUNCIL MINUTES 77 VOLUME 32 4 Ca REGULAR MEETING ,Qbg MAY 7, 2013 Vm. Biddle: There is. [laughs] Cm. Gupta: —which we can discuss, I can't see how you disagree just substantively with this rubric. Now, we can talk about some of the concerns we brought up earlier. Vm. Biddle: Well, I don't disagree with the numbers, but the numbers add up basically to 26.3 acres for the community park. And we want a minimum of 28 acres. And my thinking now, the more we talk about it, we should probably be asking for more than 28. Because in the staff backup, we end up with a number of choices. 28 acres satisfies our park master plan. 28 acres does not satisfy the need for any special facilities in the park. Or we can do some combination. And we've always talked about this as a special Central Park, where it would have special amenities. And that's what goes way back to the 2004. So at this point, 28 acres at a minimum. And we should probably be looking for more like 33 or 35. In order to satisfy both those requirements. And we're not even at 28 acres now. And that's what's frustrating to me. A year ago we talked about 28 acres, and we're still not there. Mayor Sbranti: And as you said, it was a minimum. And Council was pretty clear that they definitely wanted to look at more. My take—and actually this is more of a question for staff. I agree with your comments. I think it was interesting looking at the Land Plan that was presented to us. And again, I know it was just a conceptual. A lot of really nice pictures. But it still looks constrained. And I think that was one of the things that the staff report indicated was, in terms of the narrative, that they felt that it was a little bit tight. But I don't want to be the direction—we could say yes or no. And there might be three votes that say, "Yes, it's acceptable." I'm not one of those. But maybe there are three. But I guess my question would be for staff, is there a number? 'Cause I don't want the direction to be, "We want a bigger park." Because is a bigger park 28.1 acres? Is it 29 acres? Is it 40 acres? So my question to staff is, given kind of the different things that you've heard in terms of what council direction's been over the years—and I think Mr. Guerra put out a good point that these aren't things that they came up with. These are things over the years that the council has talked about. The vineyard, the carousel, the community gardens, the amphitheater, the large green space. Still being able to accommodate—and Paul, maybe you would be the one to address, or Kristi, or Joni. I don't know who. But my question is to staff, is there a number that, based on the different things over the year, on the passive side, with the recognition that you're still having new residents to our city that are still gonna do active sports—and I think the agreement was this community park was never seen as a sports park. It was always more of a passive park. But the original [unintelligible] clearly said that you're gonna have a bonus passive park, but we're still gonna satisfy the community needs in terms of the other parks. DUBLIN CITY COUNCIL MINUTES �, 78 VOLUME 32 Mr ? REGULAR MEETINGv MAY 7, 2013 So with all of that said, is there a number—'cause we could say yes or no to 28. And again, maybe there's three votes for 28. I'm not one of them. But I want to find out from staffs perspective, is there a number that staff would be looking at from a net usable standpoint that you feel comfortable with that could accommodate those needs? And then we can determine whether it's realistic or not amongst the council and then have that conversation ultimately as part of the Specific Plan with the applicant. City Mgr Pattillo: I think has been an internal conversation, so this is no surprise. It may be a surprise to the applicant, but this is internal. That the idea of making sure that we have enough for the kind of potential need in the future, it would be 30 net acres. And so that's gonna be debated. But the idea is you asked me specifically for a question. We've been internally kicking this around. Not keeping it a secret. But the idea is that we wanted to present what's in front of you today. Because the direction was 28 net acres or more. And so that kind of"more," understanding that there's some compression points. And you can fit anything on any acreage. You may not like the layout. But the idea is it will give staff in the future the opportunity to have some flexibility. Mayor Sbranti: So from a staff perspective, you feel comfortable at 30 net usable acres to have the circulation and the flow and some of the different uses that we've talked about over the years. I'm not willing to accept anything less than 30. So that's why I'm- Vm. Biddle: I agree with that. But particularly when we talk about net usable, by our definition of net usable that fits into our park master plan. Cm. Flaubert: So to me, again, this question comes with an "it depends." And we look at park acreage in one breath, and we look at park improvements or accouterments in another breath. And to me, 26 acres with a lot of accouterments may be as valuable as 28 acres without. And those two acres, which are a million dollars an acre or a million and a half dollars an acre at fair market value, could buy a lot of accouterments. And so to me it's a balance. And whatever it is. If we want to take it up to 30, we're taking $4 million out of their pocket. That takes away the Community Benefit Plan maybe. It's all a package in their eyes, I believe. And so to me it's an "it depends." I'm willing to take 25 acres, if it's loaded with accouterments that are beyond what we would otherwise be able to go. Or 26.3. Or give a little bit on the definition of what's usable, to allow for the creek to be built out in such a way as was described for the education components and whatnot. So in my mind, it depends on what we're getting in addition to that, that loud up the park with accouterments and improvements. Which, by the way, I believe we are under-resourced to begin with. We have a lot of grass. Positano Park, we cut the ribbon on. A lot of grass. Great. But not a lot of accouterments. Emerald Glen Park, a lot of grass, but not as many DUBLIN CITY COUNCIL MINUTES 79 VOLUME 32 REGULAR MEETING '1/4‘t c:11 ;s MAY 7, 2013 accouterments. I understand it's being built out and all that. But if we can get a turn-key done with a lot of accouterments, I'm willing to give—me personally—an acre or two. Vm. Biddle: Well, Joni just says we can't do that with less than about 30. Mayor Sbranti: Yeah. I don't want to sacrifice any of those things. 'Cause I think it was always envisioned that the community park would be a gem. Obviously within realistic standards. But to me I think those have been the desires that have been expressed by the community and the council, is to have a lot of those things. And I think we can still get there with the 30 net usable acres. If that's what staffs comfortable with, then that's my low line. Kevin? Cm. Hart: Staff report is pretty clear that 28 is just a bare minimum. I agree with, Mayor, you and Don that net 30 is more of a usable park that would be great for the community. I don't know why we're even debating shrinking it less than that. We talked at one point 50 acres. And it has, over the years, decreased for a number of reasons. Not that were anything to benefit, quite frankly, the residents of the city. So I'm at a net 30. Absolutely. Mayor Sbranti: Okay. Abe, are you okay with that? Cm. Gupta: I'm okay with that. Mayor Sbranti: Okay. So we seem to have direction that I guess the technical answer would be, "No." And then the appropriate amount we're looking at is 30 net usable acres. Kristi Bascom: And I would like to clarify with the Council. As staff as characterize the net usable park acreage in the current proposal, it's a 28-acre park, net usable of 26.3. 'Cause we take out the Chabot Creek. Is the council suggesting that it be 30 total, net usable 28.3? Or would this be... Cm. Haubert: 32, net usable 30? You gotta define it. Mayor Sbranti: I would pose another question to staff. So, Emerald Glen Park, or other parks, how have we defined the net usable acreage in those parks? 'Cause there are creeks that have run through some of our other parks. So my goal is I want— Cm. Hart: Shannon is a great example. Paul McCreary: Shannon was an existing park that we inherited. For the parks that the city has developed—Fallon, Ted Fairfield—those are not owned by the city. They're a separate parcel from the park. They're not part of the park. At Schaefer Ranch, for example, our park standard says that we want a two to three percent grade at the most. Nice level site. The site that actually is being dedicated is 10.6 acres at Schaefer Ranch, of which we've only given them credit for 6.3. 'Cause that's the flat, usable part. So again, that's been our best practice. Mayor Sbranti: Wait, say that again. So the past practice has been to not count the creek as part of the net usable? Paul McCreary: Correct. That has been a separate parcel. It's not been considered parkland. Not owned by the city. And so we have not considered those as amenities to the park. DUBLIN CITY COUNCIL MINUTES 80 VOLUME 32 ;;% REGULAR MEETING �'!s v d MAY 7, 2013 Vm. Biddle: To me that's the kind of thing that we've normally called open space again. It's not a park. It's open space. Cm. Hart: And that creek is there. That's part of the geographical land space of that land. I think it's 31.7, would be an acceptable park. Mayor Sbranti: Yeah. So net 30. Kristi Bascom: Okay. So 31.7. Net 30 usable acres. Mayor Sbranti: Net 30 usable acres. Kristi Bascom: Okay. And I heard three Council members state their support for that. Cm. Hart: Actually four, I think. Kristi Bascom: Oh, I'm sorry. I had the mayor, Council Member Hart, Council Member Biddle. Cm. Hart: And Gupta. Kristi Bascom: And Gupta. Cm. Haubert: And I'm an "it depends." [laughter] Cm. Hart: I'm not sure what that means [unintelligible]. "Depends" if I need a park. I just don't know where that goes. Mayor Sbranti: Okay. So we'll go on to the next question. Kristi Bascom: Next. Is SunCal's proposal to include a five-acre Neighborhood Park in the mixed-use district on the Draft Land Plan acceptable? Mayor Sbranti: Yes. Vm. Biddle: I'm a little iffy. It depends on where that mixed-use district is. I like the concept that it's on a main street, so it has access. But I think I'd prefer it to be more up closer to the crossroads. When we're looking at not the Land Plan—the drawing that we had earlier. Cm. Hart: Kristi, can you bring that one back? Vm. Biddle: This thing right here. Cm. Haubert: North on Arnold? Vm. Biddle: Yeah. See at the intersection of Arnold and the street that goes through the development. Kristi Bascom: Central Park Way is here. G Street- Vm. Biddle: Yeah, up at that northern. It seems to me that that'd be a little better place for it than down near the commercial area. Mayor Sbranti: I'm gonna give my perspective. I think this is actually an amenity. This is just my opinion. I actually like the idea. And I think there's a lot of different creative things that can be done. It could be the land plan that we saw them present, where it's just up against Central Park Way with a couple sports fields. And that'd be fine. Nothing wrong with that. You have a nice commercial development on Dublin Boulevard, with the neighborhood park • above it. But they could do some things to integrate all of it. They could actually create almost like a Todo Santos Plaza right there, where you really have the commercial and the housing kind of [unintelligible] interact. So I think it gives them some creativity. I actually personally—of all the times I've ever seen where the neighborhood park is, this is the one over the last couple years that I prefer the most. But that's my opinion. Vm. Biddle: I think that's a good concept. The important thing to me is that we're not in DUBLIN CITY COUNCIL MINUTES 81 VOLUME 32 r REGULAR MEETING a • MAY 7, 2013 `' this game anymore of putting it next to the school site and trying to divide up who gets what. Its an independent part. The one thing I want to mention with the neighborhood park, we are eventually gonna get into that discussion about what goes where and how much goes in that neighborhood park and what goes in that neighborhood park and what goes in the Central Park and what doesn't and all that. So when we get into the discussion of ball fields and all that, is the five acres enough? Kristi Bascom: From a programmatic standpoint, you can put a soccer field or a ball field. Now, that would be a majority of your park. And that would just be something we'll have to figure out what's suitable in the two different parks. Mayor Sbranti: And again, I think it depends. If they do the one design where it's just the park up against Central, it's probably gonna be a couple ball fields and that'll be it. But if they do something with some interface, it probably won't have any ball fields, but it could have some other accouterments, if that's the word that we're using, that connects with the rest of the development. Vm. Biddle: Well, then it does make sense to have it on that crossroads, like we've got it there. It's Arnold at a crossroad there. So that's access. Mayor Sbranti: So you're okay with the- Vm. Biddle: I'm okay with it as designed. Cm. Haubert: Absolutely. Mayor Sbranti: David. Kevin? Cm. Hart: I like, Mayor, what you were talking about. Maybe incorporating the plaza and so forth and flipping it, in other words. But you also don't want the backside of the commercial as you drive by Dublin Boulevard. So there's gotta be some kind of mixture there. And they talked about that being kind of a Santana Row kind of perspective. So I think that's open for interpretation. However, my concern is Arnold. My concern is individuals coming from the north and walking down Arnold. So my concern of safety. So I think that needs to be incorporated in the design. I think it could be mitigated. And there's an issue relative to the ditch. I know that the applicant talked about that. But I'd want to make sure we denied access from Arnold directly, or something relative to that. So I think there ought to be some design discussions relative to that, for security. Mayor Sbranti: Okay. Cm. Haubert: We talked about Arnold be all commercial and having the park maybe go long-way this way on the interior side. Cm. Hart: I'd feel more comfortable with that. Mayor Sbranti: So I'm hearing four solid yeses, with a maybe, but keeping in mind those concerns, which we'll want to capture, about the interface on Dublin Boulevard, and public safety considerations. Okay. We'll go on to the next question. Kristi Bascom: This is not nearly as scary as it looks on the side. This has to do with the preferred process by which both the neighborhood park and community park in the project be designed and built. So there are three options here. And the idea would be that we could get a majority of the council members DUBLIN CITY COUNCIL MINUTES 82 4'I VOLUME 32 REGULAR MEETING MAY 7, 2013 "'�� to pick one of them. And it has to do with whether the parks are city-designed or designed by the applicant. The assumption is that in any of these scenarios, SunCal could build the parks. But it's a question of getting to that point. So the first option is the city would engage in the typical community process to develop park master plans and subsequent construction documents. SunCal could build the turn-key neighborhood park based on the city design and known construction value. The city would build the community park. The second step is the same community process. We develop the plans, but SunCal could build both the community park and neighborhood park. The last one is SunCal's proposal. They would prepare the park master plans for both the community park and neighborhood park, in line with the illustrative plans that have been shared. And they would build the turn-key parks based on their design, with city input. And changes to the design to be allowed, following certain protocol that Mr. Guerra described in his presentation. Vm. Biddle: Maybe I should start, 'cause I got a fourth, I think. I'd prefer that the city build both parks and go through our normal process of community involvement that's been successful. We have a history of building community parks and we have a history of building the special parks, like Fallon and Emerald Glen and all that. The developer indicates he's concerned about timing. I think we've been very good about getting parks done on time, done properly, and we've got a well-established process to do that. I'd just as soon they pay the fees and we build the parks. Both of 'em. Mayor Sbranti: Okay. Cm. Hart: Kristi, can you clarify the difference between the first one and the second one? Kristi Bascom: The first one has SunCal building the neighborhood park. We build the community park. In both the first and the second, we go through our typical design process. We develop the park master plans and the construction documents. In the first one, SunCal builds the neighborhood park. In the second one, SunCal can build both the community park and neighborhood park. Mayor Sbranti: I have a question. When you talk about the typical community process to develop the park master plan, what is envisioned for that? Because I feel like this park more than most, there has been a process, although the Parks Commission—this current one—hasn't weighed in. And obviously that would need to happen sooner rather than later. But over the years, between the original [unintelligible] that envisioned the Valley Children's Museum and some other things going on, some of the other things that have been identified by councils over the years, there really are items that have been slated for that park. Maybe not DUBLIN CITY COUNCIL MINUTES 83 VOLUME 32 /C-� 4 R REGULAR MEETING v r MAY 7, 2013 specifically where exactly they are in the park. But what's kind of envisioned when it says "typical community process" on this. I guess we are starting with dirt, but we already have a lot of concepts for it. Unlike the Emerald Glen or Fallon Sports Park, which when the committee got together it was like, "Here's the dirt. What do you guys want to see?" We're a little further along on this one. So from a staff perspective, what does that look like? Paul McCreary: Typically we would have from a specific plan something like you've seen tonight. A conceptual site plan. Very high level. From there we would go back as the city and we'll develop a full master plan for a park, such as Emerald Glen or a community park, that has a lot more detail in that. And then from there we'd check in with the community, the Parks Commission. From there we're going then into design development, schematic design, and construction documents, all with check-ins with the Parks Commission, the community, and the council. So definitely more detail that's handled after the fact, rather than right at DA. Mayor Sbranti: Okay. Cm. Haubert: So a question I have is—and I will take issue with the timeliness. And I will say that a lot of what I hear is, "I moved in, and 13 years later Emerald Glen's not done. And it won't be done till 18 years after I've moved in." A lot of about Fallon Sports Park, similar comments. And that's not a knock. That's market economy. That's downturn. That's timing of collecting of fees. But I'm gonna ask the question. Based on what we think to happen with the phased approach, and if we collect fees and then build, collect fees and then build, what year will it be that that park is fully built out with all of the bells and whistles and accouterments and amenities and improvements that we envision? And compare that side by side with, what year does SunCal think they can get it done? And maybe we need both answers. But to me it is a question of timeliness. If we're gonna say we'll do it through our process but it'll take 20 years, I need to know that. If it's gonna take three years, great. City Mgr Pattillo: I think that's probably a better question for the applicant. Cm. Gupta: Can we invite SunCal to respond? Mayor Sbranti: We can. They can respond on their side. But I think on our side—one of the concerns that was raised by the applicant, which I understand the concern, is they pay into the public facility fee, it goes into a pot of money, and then a future council says, "Well, we'd rather do something else. We'd rather finish phase five of Fallon Sports Park with this money." Normally money goes into the facility impact fee. And I don't know. Maybe that's just a hypothetical. Is there a way to write into the DA, "money for this stays here"? 'Cause ifs its own Specific Plan. So it's not part of the Eastern Dublin Specific Plan. And I'm kinda just thinking out loud. But I'm assuming, to address the timeliness issue and the concern about money being redirected— City Mgr Pattillo: Well, I think if that's the case, if that's what you're kinda trying to solve it, DUBLIN CITY COUNCIL MINUTES 84 VOLUME 32 i tiftd REGULAR MEETING MAY7, 2013 the city to engage, bullet point number two gets you there. So the idea is that you still have the typical community process to develop a park master plan and subsequent doc, and then SunCal to build both community park and neighborhood park based on city design and known construction value. That is driven a little bit by—that's a thought. But we're not wedded to any one of these. I just think that there are some challenges with any of these. So the idea is, as far as how quickly we can move ahead, they're not wanting to pay park fees in advance of pulling certain things. They're not going to frontload all those dollars. So that's kind of key in this discussion. I think one of the things, too, is as much as it's—as mentioned by Council Member Haubert—it's not a knock, but that the idea is that phasing is the way that we have done parks. And it has not been done intentionally to kind of defeat the park, as much as making sure that when we take down phases, that we can actually support the maintenance of it, too. So there's a component that does that. So part of that is kind of the whole kind of fiscal discussion that has been a point of pride for this council and this community, when it comes down to pay as you go. So the idea is that if it's a matter of, "When is this going to happen?" I think the market's gonna drive a lot of this. And it's gonna be a lot to do with kind of how fast they can kind of sell these different kind of elements. And so it's a loaded question that, to be honest with you, I don't want to have another debate about something that... Cm. Haubert: I'd like to hear the applicant's point of view on that exact topic. Vm. Biddle: Let me make one more comment. It's obvious I'm frustrated with the process that we've gone through for a year. I don't see the developer improving that process. So again we're gonna be hassled all the way through a park-building process, if the developer does it. I have much more faith in our process to get things on time appropriately, than I do promises by this developer. Mayor Sbranti: What's the specific question you want for the applicant to answer? Cm. Haubert: Is it their vision that if they are providing turn-key—and I think Joni's right; bullet point two kind of addresses that. That if they go through this process of working with us to master plan and then they build it, will it get done faster than if we pay the fees and the city builds it? Mayor Sbranti: So, Joe, maybe if you could address kinda the parallel timelines as you would see it. Joe Guerra: So, I think there's—talking to number two, if I'm understanding the question. I think the biggest question mark for us on number two is, what's the potential leeway that's gonna be given to the community process about what goes in that park? At this point, we have a construction budget based on a master plan. We have a sense of what I think it will cost us to build that. I'm willing to guarantee you won't be able to build it for that price. So if we write you a check for that amount, you won't get as much. So we'll just start there. I'll come back to timing. But the issue is right now DUBLIN CITY COUNCIL MINUTES 85 VOLUME 32 • 4 REGULAR MEETING MAY7, 2013 we have a park. It has this whole list of amenities in it. You go through a community process and people say, "Well, we don't believe you're ever gonna do the aquatics center, so put the aquatics center here." Is there a suggestion that we would be asked to pay for that? 'Cause that's obviously dramatically different in a budget. So there's sort of the budget issue. Our issue on this and the Army's structure is how much are we committing to spend to build? Not the process, as Mr. Gates explained. You got a plan. Let's go have the community process. We've got no concern about community process. It's how do we make sure that this doesn't skyrocket on the cost of the accouterments of what we're putting this in this thing? Because, again, we've got some cost estimates of what we think this is. If it's you want us to write you a check for that amount and you go try to get the best you can for that, and we can have something that somehow commits it to actually be spent in this park, so we have some hope that it's gonna get built, great. Go build it. We think you can get more—we think we all can get more—if we do it. We got no concern about a community process. About getting more community input. Happy to go. Your staff lead the meetings. We'll sit and listen. It's, how do we constrain how much you're asking us to spend? 'Cause right now we're offering to spend this much. We're now being asked for two acres-3.7 acres—more of stuff. Okay. Understand. Heard you. But then what does that translate into in a construction budget? And how do we do that? From the standpoint of engaging the community, again, as you pointed out, Mayor, you've had a lot of input already. So how do we go to the community and say, "Well, this is what the community historically said"? Our issue really on this one is how do we manage to a budget of the cost of building out what the community wants? And again, community wants different things, and you guys hear this community input and you want to do different things... Cm. Haubert: But the question is, will you fund that faster than if you paid by unit all the way up to unit 1,600 in 12 years, and that's when the park gets finished, five years after that, or however many years it takes us to do it? Or will you frontload in year two, three, four, five, or six? Joe Guerra: Well, we've always suggested that construction would be simultaneous with our build-out. If we don't give you fees until the point where you're getting building permits, you're not gonna have the cash to build on that timeline. We're gonna be able to deliver—right now the proposal is the first phase—minimum 10 acres—would be delivered at phase two. I'm pretty sure that if we divide that number by 1,600 units and charge that and pay a per-unit feet as you go along, as you get those with every permit as it comes along through one through two, one, I don't think you'll be able to build out as much. But let's forget a case about cost savings. You're just not gonna DUBLIN CITY COUNCIL MINUTES 86 VOLUME 32 Fgo.9 REGULAR MEETING C7 ,7 MAY 7, 2013 have the cash flow on that kind of a timeline to be able to build that. Vm. Biddle: Let me point out, you didn't get an answer. And this is the way the whole [meeting] has gone. Joe Guerra: Well, no, my answer is, yes. My answer is, I believe our proposal will get a park people can use—segments, the phasing of it—faster than if we pay some fee structure to you as units get built. Vm. Biddle: So you'll accept in a Development Agreement a certain date when a park will be done? Joe Guerra: Yes. Vm. Biddle: To our specifications. Joe Guerra: Yeah. Yes. Mayor Sbranti: Any more questions for Joe? Thank you. That's helpful. Thank you. Cm. Hart: So I believe when we talk about if it goes out to the community for discussion and input and so forth, I think we already kinda have a schematic drawing. I think I would encourage staff to say to someone that says, "Oh, we want a pool there," staffs gonna say, "No, we're not getting a pool there. This is kind of a schematic drawing. What's your input based on what you have?" So it's not something that I'm looking for starting from ground zero. I think we're way beyond ground zero. And I don't think that I heard that from staff. City Mgr Pattillo: So one of the things as far as the community input, the analogy about wanting an aquatics, one of the things that Council has been really specific about is that we don't duplicate certain amenities. Trying to make sure that we leverage those kinds of things. So the aquatic analogy—understanding that we're already hitting the streets as it relates to the aquatics—there's refinements that occur. For example, I think that it was even mentioned earlier this week that the idea is that perhaps things change, and there's a cricket pitch that needs to happen. So the idea is those are refinements. Mayor Sbranti: I agree completely with your point. And I interpret it more not as a literal example, but just as an example. But your points, I think, are both valid.. When I look at this, on the neighborhood park, I'm fine with letting SunCal do that, obviously under city specifications—the turn-key—because I actually think it can be—kinda like what I was talking about—incorporated into a potential—that could be really cool. Maybe it'll just be something simple, but maybe it could really be integrated. So on that one, I'm okay with that. On the community park, I have a couple points. I actually agree with your point about how the city has such a proven track record of, although maybe it takes a little longer, it's done very, very well. It's one of the high points of our city. The other concern I have is, we've identified vineyards and community gardens, certain things today, that if they build that but then maybe in future years you might have a Council and a community saying, "What were they thinking? Why did they do that?" and it's already kinda locked in. DUBLIN CITY COUNCIL MINUTES 87 VOLUME 32 7.v�� REGULAR MEETING MAY 7, 2013 Whereas if the city collected the fee and controlled more of that process, then you could respond a little bit to tweaks in terms of community input. But I also am sensitive to the concern that was raised about money being redirected that should—I think if this is a separate Specific Plan, it shouldn't be redirected anywhere else. Because I think money that's collected here, it's not going to the downtown. It's not going to Eastern Dublin. It's not going to the transit center. This is the Dublin Crossings Specific Plan, or whatever we're calling it. Camp Parks. Whatever the Specific Plan is. So the money that's raised here should stay here. So I'm open to hearing from other Council members. Cm. Haubert: What's the different between—I hear what you're saying about we do a good job with it. Collecting fees and building— Mayor Sbranti: A great job. Cm. Haubert: A great job of it. [laughter] But the way that they described the working relationship, we're controlling the process. It was city of Dublin staff and it was Gates and the community. And to me I don't see it any different than a cash flow and timing. We're still controlling it. And perhaps the choice of the person doing the work, which in one case we control that entirely, and in the other case it's predetermined that it goes to Gates. Mayor Sbranti: And let me get my interpretation—that's a good question. Cm. Haubert: So maybe I'm thinking of it wrong. Mayor Sbranti: Let me give this to staff. My interpretation—and again, I'm not sure where the Council is on this—but I prefer, just looking at the verbiage, two versus three. Because it seems like two—in my opinion, as I read it—the city is a little more engaged in the process. Three, it's kinda like not that we're not engaged, but it's pretty much we're gonna get a park based on something that was shared a year ago, or tonight even. Even as nice as those drawings were tonight, it might not be exactly what we want. So I think the city— Cm. Haubert: There could be infinite variations of these paragraphs, right? Mayor Sbranti: Yeah. So when I read two, it seems like the city's a little more engaged. But I want to hear from other folks kind of where they are on this. Cm. Gupta: I like the idea of rather than getting a million bucks, we say we're gonna get "X" product. And so we kinda have a guarantee that we're gonna get this. I guess the problem—the concern—is, are we gonna get the quality we want? But it sounds like there's sufficient ways to ensure that the applicant's feet are held to the fire, so to speak, in terms of making sure we get it by a date specific and it's actually want we want. The concern I have is, if we get a fixed amount, will that be enough in a rising market with rising construction values to then a year or two or three after we collect that money, to actually build what was envisioned two, three, four years earlier at a higher cost? And then are we scaling back because we know we're fighting the economy? And I'm concerned that we may get a bundle of money in 2014 or 2015. We may not use it till 2016, 2017. And all of a sudden we're DUBLIN CITY COUNCIL MINUTES 88 VOLUME 32 REGULAR MEETING MAY 7, 2013 dealing with a robust economy. So that's my concern. And I feel like it eliminates some of the risk. Of course, the trade-off is the nexus between giving input and building it might be separate. So we may be committing ourselves to a park of certain amenities now. And we may lose the ability to kind of be dynamic. But I feel like that trade-off might be a good one in terms of the rising cost. The other concern I have is I like bullet number two—I agree with Tim—except I'd like to see the word "turn-key." And this may be a distinction without much difference, but I'd like to see the word "turn-key" put into point two. Because I think it responds to Council's concerns that we want to ensure that the park we're getting is what essentially the applicant is saying, which is it's gonna be turn-key. So we're not gonna be stiffed in terms of the amenities. So those are my thoughts. City Mgr Pattillo: Can I just lend—because there's a variety of conversations going on. One is, if you take a look at one, the idea is SunCal to only build the turn-key neighborhood park based on city design, and known construction value. You also have the opportunity to—the city to build the community park with a known construction value, and build those kind of timing issues within the DA. That's also another thing for your consideration. Cm. Gupta: But the values would be fixed in the DA. City Mgr Pattillo: But I will also advise you that if the cost rises as you predict, there is going to be redesign. That's just a fact. Cm. Gupta: If the costs go up— City Mgr Pattillo: Yes. Cm. Gupta: —we'll end up with an inferior park. Paul McCreary: The past agreements for these developer-built parks have been where it's a defined amount that increases by a construction cost index on an annual basis. Much like our fee program does. So it does try to keep pace with what construction costs are over time. City Mgr Pattillo: So with one, with that amendment, "City to build the community park on a known construction value," and as far as the speed in which the park happens, will be part of the details worked out in the DA. Vm. Biddle: So what you're talking about is what we deal with normally anyway. Yeah. Things change. Mayor Sbranti: Sounds good. Kevin? Cm. Hart: I think that obviously I'm very supportive of the city staff and the process that has taken place thus far. There's no question that we have the right people in the right places to build beautiful parks in the city. We've been pretty good at that. But I do see it as a cash flow issue. And I'm also cognizant of the fact that not only can we build the park, we also have to make sure we have to be able to maintain it. So I do think that's a concern. I think as long as the city staff are okay with the design plans, and the developer follows the staffs recommendations pursuant to policies and procedures, I'm okay with number two. With them building both. Based on the known DUBLIN CITY COUNCIL MINUTES 89 VOLUME 32 ry&� �W REGULAR MEETING n,4a MAY 7, 2013 construction value and the potential implements in the DA for escalation of costs and so forth. This is no fault of staffs whatsoever, but I don't want to get into what we've experienced with the aquatic park. Let's have it in the DA that it'll be built by SunCal, pursuant to known construction value. And I think the city still will have a major play on the timing and so forth. And they can open up the options there. But I'm okay with that. I think they potentially could probably build it faster, maybe a little bit cheaper, but to our standards. Mayor Sbranti: Okay. David? Cm. Haubert: I agree. These paragraphs can be sliced and diced a lotta different ways. But two seems fine. Three seems fine. I would sort of feel that maybe we should give good direction on this one and let staff continue to dialogue with— Cm. Hart: I think two is good direction. I'm not a fan of three. Cm. Haubert: I would support two. Mayor Sbranti: Okay. Abe? Cm. Gupta: I'm okay with that. Mayor Sbranti: Okay. Vm. Biddle: I still would really have the city build it. Build 'em both. Mayor Sbranti: Yeah. I think I'd prefer the city as well, with the caveat that was raised by the city manager. But I think two is superior to three. Even though it seems like small semantics, one thing I do like about two is that the city is engaged in the process. Cm. Haubert: By the same token, if the staff comes back and says, "We don't think it's workable and it's just not working for us," I have no problem giving staff the leverage if we don't get a Developer Agreement the way we want it. I don't want to back staff into a corner either to say, "You have to do this." Cm. Hart: And I don't think we are, because I've read this thing three times. "What is the preferred process?" Doesn't mean that it's the absolute process that's gonna occur and take place. What's the preferred? And the staff can certainly gonna come back and say, You know what? This, this, and this affects it, and it's no longer our preferred recommendation." Mayor Sbranti: So Joni, how do you see this playing out? City Mgr Pattillo: And I wouldn't do that as far as staff, as far as within the development community. So the idea is that that's why these questions are as specific as they are. So the idea is that if you were kind of asking me my recommendation, our preferred option, it would be number one. But hearing the discussions that are occurring around the table, it looks like you're steering yourself to number two. The idea is the caveat. There are lots of things. A Development Agreement can kinda tie these things as far as timing and all that kinda stuff. But the idea is that if you think that if we have discussions or disagreements about how this goes, it will be litigious. It will be all those things. So the idea is that you give the direction, that's the direction we're DUBLIN CITY COUNCIL MINUTES 90 c•n,; VOLUME 32 4� " xv REGULAR MEETING ; v `' MAY 7, 2013 � gonna go, and we will do everything we can to work it. But if you're asking my recommendation, number one is preferred. But that... Mayor Sbranti: With that said, we have three votes for number two. So that looks like what we're gonna be going for. So with that, Joni, so assuming now that you have a majority for favoring number two, what does that look like in practical terms? In terms of the DA. How does staff see this really playing out, just in practical terms? Paul McCreary: As far as past projects, we've had a separate park development and fee credit agreement that's been subsequent to the DA. Mayor Sbranti: And I'm assuming, because one of the reasons that we have three votes to move forward with option two is the idea that it could happen faster. So would that be tied into the DA in terms of the phasing? Because that seems to be the primary benefit, at least in terms of the Council majority in going in that direction. So I'm assuming we could tie that in to the DA, correct? City Mgr Pattillo: That's correct. Mayor Sbranti: Okay. So I think that's important. Cm. Hart: That would be a pivotal part to my decision on that piece, yeah. Cm. Gupta: Without that, there's no— Cm. Hart: Without that— Mayor Sbranti: That's right. Cm. Hart: —we'll go back to the city doing it. Mayor Sbranti: Yeah. We just collect the fee. Cm. Gupta: Right. That's the lynchpin. Cm. Haubert: We've all talked about how important this project is to us as a community. And we've talked about the history of it. But I go back, and I pulled this out of my drawer after 10 years. October 2003. A newspaper. And at the time it was the quote-unquote "movers and shakers" of Dublin. Mayor Sbranti: And you're one of 'em. Cm. Haubert: And you have Rich Ambrose, Janet Lockhart. And, yeah, I happen to be one of 'em. But they ask, "What is the biggest thing affecting Dublin?" Cm. Hart: That was your picture in the paper, too, right? Cm. Haubert: That was my picture. Cm. Hart: Yeah, you used that as a campaign, too. Cm. Haubert: I'm not sure if I did. But clearly the biggest challenge and biggest opportunity facing Dublin, the Camp Parks development. October 2003. Male Speaker: 10 years ago. Cm. Haubert: And we want to see this done. And so to me, the only way it's gonna get done is with collaboration, which I see and want to continue to see. And that's sharing. And it's I think at this point also with, you know, we talked about the last slide of the presentation was "Next Steps." And one of the next steps I hope we can agree on as a Council is that we'll see this a little more often than maybe every year. Whether we get a scratch pad kind of a thing or we continue to meet. But I'd really like to see visible progress. And maybe we can ask staff to put together DUBLIN CITY COUNCIL MINUTES k „ 91 VOLUME 32e 4r 'p^ kit REGULAR MEETING MAY 7, 2013 milestones. Mayor Sbranti: Well, it was in the written staff report, not the PowerPoint, the Council on May 29th, 2012 asked for information. One of the things they asked for specifically was information on the CFD. That information, if I read the staff report, came on January 31st. City Mgr Pattillo: Some of it. Mayor Sbranti: Which took a few months to analyze, which is why it came back in May. 'Cause we brought in the consultant in July. City Mgr Pattillo: That's correct. Mayor Sbranti: In other words, there are delays on a lotta different fronts. And I'm not saying that some of'em aren't on the city's end. But there's a lot of factors—market factors—otherwise. But I think now— Male Speaker: They're ready to move. Mayor Sbranti: —we're getting the policy decisions tonight, and then everybody can move forward. So we have direction on this. We're gonna tie it into the DA, and we'll— City Mgr Pattillo: Absolutely. The idea is that there's this—you brought up an article from 2003 and about phasing and all that kinda stuff—is that right now what's being presented in front of you is that there's phase one, phase two, phase three, phase four, phase five. There's not specific time periods to it. Cm. Haubert: Good point. City Mgr Pattillo: Okay. So the question is, from your perspectives, when we kind of work through this discussion as far as within kind of tying this down, hearing what I'm hearing, is that we are gonna work towards getting a lot of these things advanced in phase one. Whatever that time period is. Because this is what I'm hearing, is that our past approach is not acceptable by at least three of you. I just want to be really clear. Because the idea is what's acceptable is really a matter of perspective. And so I don't want to be caught in the crossfires of having a discussion with a DA, and it is an iterative process. It is not, "This is it for the moment," and then there's another element that's brought in and we can't modify it. Because it is an art of negotiation. It is not a science. So the idea is that I want to be really clear, is if the desire is that if option two gets you where you want to go and we want to kinda tie this into a DA, what's your sense of timing? I want to know. Mayor Sbranti: Well, I think we heard a commitment tonight that—if I remember the Land Plan—phase two, I think we're talking about 10 acres. I think phase one— obviously we'd want the whole park built first if we could, right? But we all recognize that's not gonna happen. So it seems if they're gonna get the gate—that area around the gate—first, that's gonna be primarily residential, is what it looks like. And then phase two is where we get some of the park. So I think if we're gonna be fair—and obviously the details are gonna get worked out—but it seems like phase two is realistic. Because if we did it even under our city process, we couldn't get it anyway because they wouldn't even own the land. So I would phase two, DUBLIN CITY COUNCIL MINUTES 92 VOLUME 32 REGULAR MEETING m y. a �� MAY 7, 2013 " � • tying in at least that portion of it. City Mgr Pattillo: But recognizing that could potentially be anywhere from three years to 10 years. Because I think that that's part of the discussion. Kind of the examples being brought up of"10 years ago it was this." I just want to be realistic when it comes down to it. Because as we've talked a lot, the market will dictate how certain things will go. Cm. Haubert: That's fair. Mayor Sbranti: So we have direction. Kristi Bascom: And just based on your discussion, I had four Council members who said that two was the preferred option, with the exception of Council Member Biddle. Mayor Sbranti: I think I was more leaning towards one, but that's okay. Kristi Bascom: I threw you in the two. Mayor Sbranti: All right. Fine. [laughter] Because we're tying it into the DA, so I'm okay... Kristi Bascom: So the last policy consideration for the Council tonight is, are the other Development Agreement Points as proposed by SunCal acceptable? I believe that was attachment six to the staff report. Recognizing, of course, that there were a few things that we touched on tonight that you already provided direction on. This is more of a question, is there anything else in there that we need to know about before we march forward with this? Cm. Hart: Now you're gonna force us to go back and double-check. Mayor Sbranti: Attachment six? Vm. Biddle: Well, and let me tell you why I'm gonna say no. Because our staff hasn't had a chance to look at this. As Mr. Guerra said, it was delivered to us last week. And this package went out Thursday or Friday. So there was no chance to look at this. So I think this ought to be deferred until we get something back from staff. Mayor Sbranti: Well, hold on really quick. I'm sorry. So this is what we got April 30th. Vm. Biddle: Yeah. Mayor Sbranti: Is what you're saying? So that's a good point. Has staff looked—these documents. It says, "Benefit Potential Land Use Package, April 30th, 2013," has a staff analysis been done on that doc? City Mgr Pattillo: So, Chris, can you address that question, please? Chris Foss: Mr. Mayor and members of the Council, as Mr. Guerra mentioned, a number of the points had been discussed. And there were tweaks going back and forth. And the proposal that you have in front of you may not have been fully vetted on all points. The issue about the loan came up fairly recently. It was not part of a discussion that we had had. But that's something that the Council could look at. Mayor Sbranti: When you say the loan, that's the no-interest loan to acquire the surplus property authority? Chris Foss: Yes. Mayor Sbranti: Okay. Cm. Hart: I agree with Don. I think it's premature. I would like staff to take a look at this and kinda give recommendations specifically to their proposal. It's DUBLIN CITY COUNCIL MINUTES 93 VOLUME 32 tat. REGULAR MEETING 101 MAY 7, 2013 dated April 30th. Certainly haven't had time to even probably have a meeting subsequent to that process. So I'm not interested in approving the proposal based on that. I think there's much more dialogue needs to be discussed. Mayor Sbranti: One thing I would say, I agree there probably could be some more analysis. And I think we should at least talk about it a little bit tonight. But maybe this document in this exact form is new, but a lotta the points as I look at it—as I remember reading it—are things that we have been talking about. Cm. Haubert: What exact page are you on, Tim? Mayor Sbranti: Well, it's attachment six. It's the Valley Children's Museum. City Mgr Pattillo: Page 138. Cm. Hart: Well, 'cause there's a lot of things here in these phasing that just need more dialogue and more vetting out. The applicant had expressed a point about the Iron Horse Trail Bridge design. He found out about it last week. So that needs more discussion. The bridge construction. That kinda stuff. I'm not a big fan—I think that more vetting needs to be discussed by the Council—in the reference to the $11.2 million. The affordable housing buyout. Our presentation from the staff was the value is 26 million. I think that needs to be discussed in more detail as to that potential impact to the city and to residents. So there's just a lot more of this proposal that we need to talk about on another day, I think, without a doubt, at 12:45 in the morning. Mayor Sbranti: Has there been a meeting about this document? City Mgr Pattillo: I think one of the things identified both by staff as well as the applicant is that a lot of these things have been discussed. So the idea is about how much more kind of getting down to—the loan was kind of an interesting concept. And there was a surprise on the applicant's part as it related to the Iron Horse Trail Bridge that had to do with traffic mitigation. There's very few of those things. I would say that on the things that you have seen before that you need to give us direction, on those refinement pieces. They're something that we can come back to. But I think that there is enough data points to kinda give us some direction on this, as far as at least the key points. 'Cause the dollar amount, to be honest with you, has not really changed. It's just how they've decided to phase it. That's changed. So the idea is that one point that I brought up earlier is that when this was brought back to you on May 29th, 2012, the idea is that the overall consensus is that you guys wanted your Community Benefit Payment upfront. And then, like I said, this is kind of my responsibility. But there was an assumption that also the affordable housing would be phased in the same way. So what was done was just a shifting. So that was the kind of— 'cause what we heard as far as staff was that you wanted the Community Benefit Payment upfront, [knowing] that the other deal point as it relates to the affordable housing and how it has worked before on the discounted rate was that it was frontloaded. DUBLIN CITY COUNCIL MINUTES 94 p: 8;. VOLUME 32 � fe REGULAR MEETING `;� MAY 7, 2013 And so the applicant or the developer has proposed something to you as far as that goes. And we may or may not be able to make the findings as it relates to the proposed phasing. It's up to you. And when it comes down to it is that... Mayor Sbranti: So, a couple things. I do want to tackle some of this. I don't want to just punt. Because a lot of these have come before us. And I know it's getting late, but we do need to give some direction on some of these things. I don't even know where to begin. Well, a couple things. First off, what are the things we can agree to? I think we appreciate the park maintenance endowment, right? And I think that's something that's an acceptable—I'm assuming. I shouldn't assume anything. But is that something that... Cm. Haubert: Again, Tim, it's a package. And, yeah, that's cool. But if it means something else has to go away, to me it's not any different than the 30 acres. We said 30 acres. I've gotta believe in their minds that means something's gonna come out. And it's no different than when we said to them, "Just put the Community Benefit upfront." In their minds that means push it back out. It's an iterative back and forth. Would I agree with the—yeah, great. If it means that we can't do something else, then [unintelligible] City Mgr Pattillo: But you're not confined to the envelope they give you. Mayor Sbranti: Here's the thing. Ultimately it's our decision as a Council. Because I think as was stated at the outset, these are public lands with an agricultural zoning, right? So ultimately, if there's too much taken out, we can just say, "You know, we're not interested." Cm. Haubert: Yeah. Mayor Sbranti: I agree with you. This is a really important project to the council. It's ranked in the top four of our six strategic [unintelligible] and all of those things. But ultimately we want what's best. But let me go through. When I look at this, it is a package. So let's look at the overall package, [rather than] going through things all the way through. I feel like from things that we have given on, and then here's the things that I see. And maybe I'm missing something. So the Iron Horse overcrossing, let me just clarify that again. That's listed here in the benefits package. But I'm hearing that it's actually a traffic mitigation? Because in fairness, a year ago or at any of the other meetings, this wasn't discussed. So when I heard Mr. Guerra talk about the Iron Horse Trail tonight I was sympathetic to that in my mind 'cause I remember thinking, "Well, we have never discussed this at a Council meeting. But hearing from staff that its a mitigation. Maybe explain that a little bit further. Kristi Bascom: Sure. I'll let Gary Huisingh address that issue. Mayor Sbranti: Okay. And the only reason I think it's important to get clarification is because something's listed as a benefit that is really a mitigation, that's an important distinction. Gary Huisingh: Yes, so just a little background. Some of the tri-valley cities put together a DUBLIN CITY COUNCIL MINUTES 95 r.,4 VOLUME 32 REGULAR MEETING , 0 4 MAY 7, 2013 c4 package for discretionary federal funds recently. And of that package, San Ramon, Danville, Dublin, Pleasanton, Livermore, all put in pedestrian bridges. Well, with the exception of Pleasanton. They put it in as freeway crossing over 580. So take another step forward. And when the OBAG applications were due last fall, in October, the city of Dublin chose to apply for OBAG funding for ped bridges. Actually, two. One over Dougherty and one over Dublin Boulevard. And that was just to do a project study report, look at the projects preliminarily, and see if we would get funding for that in the application. When the traffic study came back for this particular project—and I believe we sat down with the applicant in February—it was appearing that pedestrians as they would leave the site and walk to the transit center, at some certain point in the future—maybe 15, 20 years; I don't know exactly when—the signal on Dublin Boulevard would blow up. Because so many peds would be trying to cross, and you'd hit that button, and it would just bog down the cars trying to get through east and west. So what we had discussed when we started talking about DA Points with the applicant is, "Hey, this is not in the Eastern Dublin TIF at the time. If we get OBAG funding and the city elects to proceed and we go to council and council says, 'Yeah, go for it. You got this preliminary funding for OBAG,' let's make this a TIF project." We would add it to the TIF. Or if the applicant wasn't part of the TIF, they would pay their fair share, as if it was in the TIF. So that's how it came about. And it was triggered by looking at the traffic study and the pedestrian study. So at this point the applicant has chose to say, "We're gonna put 50 grand towards the design and a million towards the eventual construction." Now that's a big "if," if we even build the thing. And that amount was not anything that the city came up with. That was an amount that the developer came up and chose to highlight in their list of accouterments. Mayor Sbranti: Word of the night. At what threshold does something like that become a requirement? In other words, is that something that's part of the traffic study, that's looking at the unit counts, looking at how many people might utilize transit, utilize that area? Gary Huisingh: That would be something, as we got further down into negotiating the DA Points, we would look at the numbers and come to an agreement on what is a fair share. We hadn't even gotten to that. We just had one initial conversation. Mayor Sbranti: So it's still a little early to make a final determination on that. Vm. Biddle: That's one of my concerns. There again, each of these items don't stand alone, necessarily. Mayor Sbranti: Well, what I would like to see—I don't know if staffs already done this—is to try to quantify—and I know it's difficult. But I think Kevin said it a couple DUBLIN CITY COUNCIL MINUTES 96 VOLUME 32 �! REGULAR MEETING , MAY 7, 2013 times tonight. We have certain guidelines relative to all development. And I think as the city manager pointed out, we're one of the fastest- growing cities in California in the last five years. We've done developments. We've done them well. And we've had Community Benefits as part of those. And I know it's partly an apples-to-oranges comparison, but is there any way to quantify community benefits in terms of other projects in the last five years and how it relates to this project? Both in terms of size—for instance, I'll use an analogy of what I'm looking at. Say affordable housing. On Jordan Ranch—'cause I see that as one of the models in the last five years. A project that was collaborative with staff and the developer and the Council. And we got a quality development moving forward. So here's my analogy. If the affordable housing requirement for them was $9 million, we accepted five under the caveat that it had to be done in the first three years. If this requirement is 26 million, it seems to me, just doing the math—multiplying times three—that the affordable housing would be at 15 million. And again, that's just an example of trying to quantify. I know that there's other gives and takes there. It's not quite that simple. Because we're getting potentially an interest-free loan, which is a huge—that's a new development. I don't remember that being part of any discussion. That's a very positive thing. So we can't dismiss that. If we can get that corner. They were talking about 2.8 million contribution towards this. Now we're talking about 2.8—or is it 2.8? I think that's what the figure was. John Bakker: It would be 2.8 contribution and a loan for the balance. Whatever it would take for us to... Mayor Sbranti: Yeah. That's a relatively new development that we haven't quantified. Here's what I see them giving. I see the loan is a big deal. I see Iron Horse overcrossing may be a big deal. It may be something they have to do. It's hard to gauge on that. The park endowment, that's a give. The larger school at 12 acres. The originally Land Plan was eight. I'm going back to the original. Going back to 2004. So these are all things that are gives that I see on their side. And then the 7.5 Community Benefit, which is generic in nature. Again, I would like to quantify that somehow with other Community Benefits. Because in exchange for that, they're getting a long-term DA. The original deal had a designated public site. That's not in here. The original agreement had a semi-public site. That's not in here. Although we expanded the size of the park tonight, it's still smaller than the original bonus park by a significant amount. We are giving a CFD, which is something different. We're letting them work on the parks, which is something a little different. So it's hard to quantify exactly. And I think it speaks to your point. It's a package. But to the extent that we can quantify it, I don't think we're gonna get to that answer tonight. This one's a little bit harder. And I don't know if there's a way that staff can look at past DUBLIN CITY COUNCIL MINUTES 97 VOLUME 32 r 4 REGULAR MEETING MAY 7, 2013 Development Agreements over the last five years, where we've been recognized for our growth by the Department of Finance and others, and look at, is there a way to quantify and do something comparable here? Is what we're getting here comparable or not? To me it seems like on affordable housing, it isn't. And speaking to the point that it's kinda moving things around, we didn't spend a whole lotta time on the affordable housing conversation last time 'cause we had other questions to answer. The one thing that's come up since then is the realization that we still have to make findings in order to accept this deal. And does $11 million in phases four, five, and six meet those findings? We just didn't get to that level of detail last time. Now we're being asked to maybe look at some of those things— [cuts to file 2 of 2] City Mgr Pattillo: Internally you're gonna have to ask for yourself or answer for yourself, can you live with these? And if it's analysis we can do, we can come back with estimates. Mayor Sbranti: Ultimately, there has been a lot of negotiations going on. And staff is always in a tough position. Because I remember before, when [Wallis] got a DA extension and we felt, "Well, it should have been a tougher negotiation. We should get more." And then we ask for more— City Mgr Pattillo: And that was negotiated [two years]. Mayor Sbranti: —then we hear from the other side. It's like, well, we're asking for too—so it's always tough. But what I think can be done is at least if we can get a quantifying of past Community Benefits and what they were tied to. 'Cause then we have a scale. In other words, this project was 500 units. This was the Community Benefit. This project was 2,000 units. This was the Community— City Mgr Pattillo: So one of the things that's different in this development, as far as the uniqueness, is right now it's valued at [ag]. That's what the land is valued. So we can kind of point those things out. Because it's not an apples-to- apples comparison. Mayor Sbranti: Right. City Mgr Pattillo: So right now the land is valued at ag. Cm. Flaubert: Maybe other examples of other ag to development projects? I don't know if we've had— City Mgr Pattillo: But we haven't. So we can bring those back. But the idea is that we want this to be professional. We will come back with our best guess. But I don't want to debate the idea of what we think is land value, of what we think the public, semi-public is. We can go to a broker and say, "Land is going for this." That's the part that I want to be really respectful of council. That the idea is that we will come back with estimates. And if you're okay with that, based on our best assumption. We will go out and ask those questions. But the idea is that we will look at other DAs and how those were done. But this is a request from taking ag to a totally different layout. DUBLIN CITY COUNCIL MINUTES 98 VOLUME 32 iw@`*"D ; REGULAR MEETING MAY 7, 2013 Mayor Sbranti: Yeah. And a lot of this can be—I think it's not as subjective. We talk about the designated public site. The nine acres from the original Land Plan. But I think given the fact that we're getting a loan, given the fact that we're getting the park endowment and some of these other things, I think those two things go away. They cross each other out. City Mgr Pattillo: So for example with the loan, the value of that has to do with the interest earned. Mayor Sbranti: Right. City Mgr Pattillo: It is not the full $6 million, 'cause there's a repayment. Mayor Sbranti: Right. City Mgr Pattillo: So the idea is that it has to do with the fact, do we internally want to do something like that. Cm. Gupta: Well, and then you get into imputed interested and it becomes a question of valuation. My question is, it sounds like we're not gonna put this to bed right now. No pun intended. But it seems like we're gonna have some ongoing discussion on how we want to value these things and back and forth. Is there a reason why that may or may not hold up going forward, in terms of starting the process with the DA, environment impact, all of that? Because we have made a lot of headway tonight. City Mgr Pattillo: You have made a lot of those things. So the idea is that I just want to be really clear. We have been working on all those documents. We just needed those slotted elements in. Cm. Gupta: So now that we've had those, we've made progress. City Mgr Pattillo: So we can be back in front of you—and I'm gonna look at staff, 'cause we will do our best guesstimates. Can we be back in front of them by May 21st? 'Cause we're just gonna come back with what we'd propose as far as public/semi-public. We're gonna give you kind of like civic land. Nine acres. We're gonna give you those things as far as... Because I think, once again, as we compared with park acreage, agree or not agree. That the idea is that we can do that. That if this was as listed, kind of like a standard development, kind of what would they legally have to do based on the rules and regulation within the city of Dublin? Affordable housing would be one. Public/semi-public would be another. So the idea is that we will come back with those points. And we'll go back through kind of—because this whole thing is that it's a package. But if you constantly change the way in which we receive compensation, that changes the package. So that's also been a challenge. So the idea is that we can come back with you and do a guesstimate. And that will be... Mayor Sbranti: And my challenge with this chart is I think it mixes up true benefits with mitigations and fees that would have to be paid. Like, the park endowment, that's a benefit. The Community Benefit is a benefit. Cm. Hart: They have to pay that. It's required. Mayor Sbranti: Yeah. So that's my challenge with the chart, as it's presented, is drawing out. I mean, when we're hearing the Iron Horse tonight, maybe it's DUBLIN CITY COUNCIL MINUTES 99 VOLUME 32 REGULAR MEETING � l MAY 7, 2013 " �'�� mitigation. Maybe it isn't. So I think a couple things can be quantified. What's the value of four acres of public/semi-public? At least a rough estimate, in terms of—we can get that from a broker. City Mgr Pattillo: And so the idea about moving forward with the environmental document and all that, we can move forward. Mayor Sbranti: Yeah. 'Cause these are deal points for the DA. But none of this really ties into the EIR, with the exception of maybe the bridge, which I don't know if that's even tied in or not. City Mgr Pattillo: So we can do that. I'm just looking at just far as the compression of time. [I'm not saying this] because if we could move very quickly. So the idea is that you have the 21st, which I know that one of the Council members will not be in attendance. They will be participating from remote. So that's one. Vm. Biddle: Would it be better to do it a meeting after that? City Mgr Pattillo: That would be June 3rd. 4th? Male Speaker: Budget hearing. City Mgr Pattillo: Which is the budget hearing, which is fine. Mayor Sbranti: Budgets. We've been meeting on the budget all along: City Mgr Pattillo: So if that's something that's agreeable, we'll be back— Mayor Sbranti: I think that gives staff a little bit more time. Kristi Bascom: If I can just throw kind of one wrinkle out. As we know, this is a package deal. The only way in this furthering the discussion on this piece makes it challenging for completing the Specific Plan, is when and if we start picking apart the deal, I'm assuming the applicant will come back and say, "My Land Plan is gonna start looking different. If you're telling me that $11.2 million for my affordable housing buyout isn't sufficient." And I'm making up numbers. "You want me to pay $18 million, I need to make some changes in my Land Plan," which then of course affects the Specific Plan and the like. Cm. Gupta: So it's chicken and egg. Vm. Biddle: Well, I want to throw into this mix, too, that this is not a one-way street. As time goes by, and depending on progress, our expectations and needs will grow. And they should grow. Because the value grows. So we're not at a minimum here yet, depending on what's accomplished in the future. There may be other things that we identify that's needed on this project in the future. Mayor Sbranti: And I'm just trying to gauge consistency. Like, are we doing something here that's more or less consistent with past practice? Not saying that we can't modify. You know, but we've done benefits before. So I'd like to see, what are those benefits? We've approved a lot of projects in the last five years. So having a sense of what those are, what were the benefits for what trade-offs? Then we have kind of somewhat of a basis of comparison. Cm. Hart: Well, in addition to that we also need to have definitive costs associated with the affordable housing. True costs that's gonna have an impact. And I don't know what that value is. Is it 11.2 or is it 26? So there is some variance there that we clearly have worked on before. But I think in this DUBLIN CITY COUNCIL MINUTES 100 VOLUME 32 M' ? REGULAR MEETING �r 0.;,° MAY 7, 2013 case we need some more definitive clarity. Cm. Gupta: Yeah, but to speak to Kristi's point, I think we're gonna go in a circle. Cm. Hart: I'm with you. But we're always gonna have that issue. And we're always gonna have these discussions. And there's always gonna be developers that are gonna come to us and do a total build-out, which god knows whenever that's gonna be, until we get to the bottom line. All right? And there's always gonna be those discussions. I mean, I heard Kristi. But at the same time, this developer wants to build this. And part of this is negotiation. Based on what we believe is the assessed value. And our assessed costs. Our neutrality. Our cost neutrality. Mayor Sbranti: And I'm just gonna say, I actually do think we're close on a lot of this. But.l still want a little bit more information. So I think if staff can provide that. Cm. Hart: But there's also another component that we haven't talked about here that's not listed here. And that's the density that's in here as well. That they want to increase the density, which I'm not in favor of. Mayor Sbranti: I don't think they do. In fact, that's actually another factor. There's a big difference between 1,600 units and basically 2,000 units. 'Cause that also impacts some of these dollar amounts. 'Cause I'm assuming the 26 million is factored at 1995 units. Correct? Cm. Haubert: No, it's factored at 1,600. Mayor Sbranti: Or is that factored at 16? Kristi Bascom: No. That is the in-lieu fee up to the total buying out of 12.5% of 1995. Mayor Sbranti: So here's the other thing. I mean, we've heard pretty clearly from the applicant that they really are looking at 1,600 units. But is that not the case? Kristi Bascom: I also heard that from the applicant. However, the project description in the environmental document has consistently—it's a range of 1,600 to 1,995 units. Now if they want to reduce that to some lesser number because they're certain that they only want to build 1,600 or 1,625, we can certainly look at that. But right now the project as we know it is from here to here. Mayor Sbranti: And here's a suggestion to consider. Because that's a 20% increase. To me, this package looks a lot better at 1,600 units. 'Cause that 26 million isn't really 26 million. It's actually a lower amount, right? So a lot of these things—if we're, again, talking about apples and oranges, if you're talking about a benefit package under assumption of a 2,000-unit development, well, that's gonna be a higher benefit package than at 1600 units. And it's a 20% increase. I know that the ER wants to give some flexibility, and I understand that. But I think there might be a way to write the DA—in fact, we did this with Sorrento East, I think. We did something where we said— City Mgr Pattillo: It's a performance base. Mayor Sbranti: It's a performance base. So to me there's no reason we can't [unintelligible] at a performance base. Where some of these figures are more acceptable to me at 1,600 units. But when we start getting up to 2,000 units, that becomes a lot denser project. DUBLIN CITY COUNCIL MINUTES 101 VOLUME 32 ;r) im �+ REGULAR MEETING " MAY 7, 2013 `'�' We have concerns about some of that. So to me those community benefits and other things need to be higher. So if what we're hearing that although the EIR is at 1,995, that this really is a project at 1,600, to me I'm fine with the lower compensation package. But then you might have some performance if they're gonna go up to a certain amount. And it sounds like they've already done that on affordable housing. It sounds as if the package—if I heard it correctly—was up to 1,600 they're gonna pay this fee. So they're already is some performance mechanisms built in. I think it just needs to just get fleshed out a little bit more. A few more bases of comparison. I think we're close. I think it's hard to decide at 1:15 after a six- hour conversation with still a few levels of uncertainty. But I really do think we're close enough that just with a little more fine-tuning we can finalize this point pretty quickly. Vm. Biddle: There again, if the project changes, benefits to the developer have to be matched by benefits for the city. It's not all a one-way street. Mayor Sbranti: Anything else from Council? Are we okay with that? Cm. Haubert: Good summary, Tim. Thank you. Cm. Hart: But are we moving on? 'Cause there are some final comments. Mayor Sbranti: Yeah, so final comments. Yes, Kevin, we'll start with you. Cm. Hart: Okay. So I've already expressed my concern with the density. I think that that's a major issue that I'll be looking at when it comes back. I want to thank everyone obviously for enduring the six hours that we've been here. It's about 1:17 according to my watch. There's two main things that I want to talk about that I think are significantly important to this. Number one is the timing. I know this has been going on—as Cm. Haubert brought out the newspaper—for a long time. Not putting blame on staff, or not putting blame on the developer. We need to kick this into high gear. The community expects it. The Council expects it. The staff expects it. We need to quit talking and start moving some dirt. Whatever that takes. Whatever that means. We need to kick it in high gear. Okay? And Joe, I'm gonna put pressure on you to do everything within your powers. I know your boss is sitting right behind you. Get it together on your end so that the only thing I can say is, "Staff, what's taking so long?" Which typically is not gonna be the case. All right? The second thing I want to talk about is that this particular development tends to be—from what I've seen in my five years on the City Council and even on the school board—more politically sensitive and based. In other words, meetings with the City Council members, meeting with the mayor. I prefer that it be directed back to where it belongs in my opinion, and that is staff. This has been more of a discussion and negotiation with City Council, which I don't agree with. It needs to go back to staff. Whatever that really means, I'm not sure. DUBLIN CITY COUNCIL MINUTES -, 102 VOLUME 32 REGULAR MEETING v v MAY 7, 2013 ���'�� But I'm frustrated at watching the process go, when it's more focused on the City Council and that's not what we're about. We're about policy versus what staff is working on. And I think it's imperative to get this project going, working with staff, being amenable to the issues and so forth, but moving forward in a constructive, innovative way that I know we can do. We've done it obviously numerous other projects. And we shouldn't be here at almost 1:30 in the morning talking about some of these issues that should be worked out at staff level. Mayor Sbranti: David, any closing comments? Cm. Haubert: While I agree with the sense of urgency, I'll say that, as a newcomer, we haven't seen a lot of this, other than I've seen it progress over 10 years from a distance. But really it was a couple of months ago—maybe a month and a half ago—that we sat with staff. And this is the first Council meeting that we've had on it. So I've really appreciated the dialogue tonight. It fleshed out a lot of new things for me. The description of truly how complex this is from a phasing standpoint. I've known about phases, but hearing it today discussed by the applicant really drives home for me that, yeah, it is ag that we're just swatching [sic] over to something that can be developed. But it's not just ag. It's very complicated. And that adds complexity, risk, time. And I can see how this is a very complex project, just from seeing the proposal today. And then on staffs side, really striving for clarity and putting it out there. These are the things that we need direction on. And I hope we did a good enough job of giving you what we can, with some guardrails with what we have. I think your summary at the end, Tim, was perfect, in that we're headed in the right direction. Let's keep it going. And I agree that let's have staff work with the applicant. Collaboration. Get it done. Agree with a hundred percent. So very helpful for me as a relative newcomer to this particular project to see this [unintelligible] Mayor Sbranti: Great. Thank you. Abe? Cm. Gupta: Yeah, not a lot to add. It's an important project. I agree we need to figure out the proper way to get it done. But I think the time we spent on it tonight was very productive. I think we hashed through a lot of the issues. And I thought the discussion was really good. As far as urgency goes, we want to do it right. But I think we're making progress. We're gonna get there. But I think today was a good start, in terms of really taking a bit out of what needs to get done. Vm. Biddle: I share some of Kevin's frustration: We thought we had a productive session a year ago. And we go down through the progress that's in our attachment seven, and there's still a lotta items on there that says, "Direction from the city." Not much progress has been made in the year. And hopefully now we'll begin to make progress. But it all depends. It depends. And the last thing I want to say is the very first item on the city goals DUBLIN CITY COUNCIL MINUTES 103 VOLUME 32 4,0 REGULAR MEETING u�@ c� MAY 7, 2013 4�, that were developed way back in 2004 was, "Plan should have a net positive fiscal impact on the city." And I agree with Tim. If this doesn't have a net positive impact on the city, it's a no-go. Mayor Sbranti: Can I see that document? I mean, I think- Vm. Biddle: You were there. Mayor Sbranti: Yeah. No, I was part of all of these. And I'm glad you b rought this up. Because when you look at the different deal points. "Strong connection between eastern and western parts, links to transit center and BART, unique features in terms of the park, accommodate [unmet] public facility," yeah, this is an important document. 'Cause this is really what guided this process. So I think attachment nine, that's where we started. And I think that should be the lens as council and as staff that is looked at. Because that is where the whole process started. I think because it's been a long process, you have different points of time—and you've seen it—where Council members have been frustrated, staffs been frustrated, the applicant's been frustrated. But with that said, I think we did make some decisions tonight that I think should help move this forward. Because a lot of these are really the decisions that have been unmet over the last year and been part of kinda the loggerhead between staff and the applicant that hopefully now can move this forward. I do want to commend everybody for their engagement and involvement in the process. Even though it was a really long meeting, I want to thank council for their engagement. These are tough issues. And I think Council passionately weighing in on the various things, you can sense we all want what's best for our community. We all see the potential here. We've all had frustrations. We've all had high hopes. And hopefully we can get something done. And I just do want to commend staff for the excellent work. And I think that is a message to the applicant, too, is that our staff gets projects done. Our Council gets projects done. We've been like that for years. Since the inception of Eastern Dublin, for the last 15 years. That can-do attitude has always been an attitude in this city. And it's been shared by Councils. It's been shared by staff. And we've been highlighted in the last week, in terms of the growth even in the downturn—residential and commercial—that we've had. And that comes from an engaged Council who's willing to work with developers and an engaged staff that's willing to work with developers. So, Kristi, if you want to help define the very next steps, in terms of what's gonna happen from here. [laughter] And then we'll close it up. Vm. Biddle: She's gonna be busy until- Kristi Bascom: I thought going home was next. [laughter] Mayor Sbranti: That is. Kristi Bascom: We'll take the feedback that the Council provided this evening, at least on the first four very direct and very helpful. We'll be finishing up the Specific DUBLIN CITY COUNCIL MINUTES 104 VOLUME 32 4,, Q REGULAR MEETING w MAY 7, 2013 Plan with our consultant. Finishing up the environmental document. And working with SunCal on both of those as well. And then releasing the draft documents, moving through the public review process and the like. As it relates to getting back to the council on some of the Development Agreement Points, we'll be working on how to do that and how to best present and convey that information to you so that you can give us kinda the final thumbs up or thumbs down on those items, so that the work on the DA—crafting of the Development Agreement—can take place with all of that concurrently. Mayor Sbranti: Great. Okay. Thank you very much. And that concludes item 7.1 on our agenda. By consensus, the City Council directed Staff to return to a future City Council meeting with information regarding past community benefit payments and information regarding what they were tied to. Plan Bay Area Update 1:25 AM 7.2 By consensus, the City Council directed Staff to move forward with the letter to the Association of Bay Area Governments (ABAG) and Metropolitan Transportation Commission (MTC), without the mention of housing. Amendments to the Sales Tax Reimbursement Agreement And a Parking Land Lease with Bicentennial Square Partners 11:11 PM 7.3 On motion of Cm. Haubert, seconded by Cm. Gupta and by unanimous vote, the City Council adopted RESOLUTION NO. 58 - 13 AMENDING AND RESTATING THE SALES TAX REIMBURSEMENT AGREEMENT WITH BICENTENNIAL SQUARE PARTNERS RESOLUTION NO. 59 - 13 APPROVING A PARKING LAND LEASE AGREEMENT WITH BICENTENNIAL SQUARE PARTNERS NEW BUSINESS - None DUBLIN CITY COUNCIL MINUTES 105 VOLUME 32 > REGULAR MEETING Vv MAY 7, 2013 • OTHER BUSINESS 1:33 AM Brief information only reports were provided by the City Council and/or Staff, including Committee reports and reports related to meetings attended at City expense (AB1234). ADJOURNMENT 10.1 There being no further business to come before the City Council, the meeting was adjourned at 1:33 AM in memory of Staff Sgt. Sean Diamond and our fallen troops. Minutes prepared by Caroline P. Soto, City Clerk. Mayor ATTEST: 64.4,0Z- 1( City Clerk DUBLIN CITY COUNCIL MINUTES - 106 VOLUME 32 '.' REGULAR MEETING 9 MAY 7, 2013 "mac