BOOK 1 Page 396 10/15/97 6:00 P.M. MINUTES OF THE SPECIAL COMMUNITY REDEVELOPMENT MEETING OF OCTOBER 15, 1997, AT 3:00 P.M. PRESENT : Chairman Gene Pillot, Vice Chairman Jerome Dupree, Members Mollie Cardamone, David Merrill, and Nora Patterson, City Manager David Sollenberger, Secretary Billy Robinson, and Michael Connolly, City Attorney's Office ABSENT : None PRESIDING: Chairman Gene Pillot Secretary Robinson gave the Invocation followed by the Pledge of Allegiance. Chairman Pillot called the meeting to order at 3:02 p.m. 1. INTRODUCTION (AGENDA ITEM I) #1 (0030) through (0100) City Manager Sollenberger stated that Charles Siemon, Principal, Siemon, Larsen & Marsh (SL&M), began negotiations with the Wynnton Group, Inc., selected as the first-ranked respondent, following the July 24, 1997, ranking by the Community Redevelopment Agency (CRA) of proposals to develop the Mission Harbor site; that a draft document has been prepared; that issues identified and changes agreed upon will be addressed; that the Administration is seeking approval of the Redevelopment Agreement in principle subject to any changes deemed appropriate by the CRA, with the understanding the final language of the contract will be subject to technical and legal refinement. 2. PRESENTATION AND DISCUSSION RE: DRAFT REDEVELOPMENT AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY AND THE WYNNTON GROUP, INC., FOR THE MISSION HARBOR PROPERTY (AGENDA ITEM II) #1 (0100) through (3210) Charles Siemon, Principal, Siemon, Larsen & Marsh (SL&M) I came before the CRA and stated that the proposed Redevelopment Agreement is a culmination of a series of negotiations continuing through October 10, 1997, with the Wynnton Group, Inc. (Developer) i that additional language changes were agreed upon subsequent to delivery of the document to the Community Redevelopment Agency (CRA). Mr. Siemon distributed a document entitled "Agreed Upon Changes, II outlining changes made to various sections of the Redevelopment Agreement; and stated that the Redevelopment Agreement with proposed changes is submitted to the CRA for review and approval in principle; that the final language of the contract will be subject to technical and legal refinement; that the purpose of this meeting is to determine if the principles set forth in the document are acceptable to proceed with the Wynnton Group, Inc., as the developer of the Mission Harbor property. Mr. Siemon briefly outlined the terms of agreements as follows: The Wynnton Group, Inc., / as Developer, agrees to purchase the Mission Harbor property and the outparcel included in the original property appraisal acquired by Sarasota County, subject to the Interlocal Agreement between Sarasota County and the City of Sarasota, for $3.1 million with closing to occur on or before April 30, 1998. The Developer's obligation to close is subject to a variety of conditions, including: 1) obtaining zoning and site plan approval necessary to construct up to 500 dwelling units, 40,000 square feet of office, 35,000 square feet of retail, and 20,000 square feet of institutional uses, and 2) a probability that all permits necessary for construction will be issued. The Developer will commence construction on a minimum of 125 dwelling units on or before December 31, 1998. The Developer has made a number of commitments including construction of a pedestrian overpass across U.S. 41 and payment of exactions subject to: 1) entitlement of exaction credits available under the City's code and potentially under the County's code for pre-existing development on site, and 2) protection from future increases in impact fees payable in connection with the Project. The Developer has agreed to a community contribution of $1 million earmarked as follows: $500,000 toward the construction of a relocated, new theater or toward the renovation of the existing theater, at the option of Players Theater, Inc. (PTI), subject to plans review and approval by the Developer and a demonstration that sufficient funds have been raised to complete the project $200,000 toward the demolition or rehabilitation of the Cohen Way public housing complex subject to plans development and a demonstration that BOOK 1 Page 397 10/15/97 6:00 P.M. BOOK 1 Page 398 10/15/97 6:00 P.M. sufficient funds exist to complete the redevelopment $300,000 toward other community improvements or contributions as Developer deems appropriate subject to CRA review and consent Mr. Siemon provided an overview of the following issues identified by SL&M and the City Attorney's Office as requiring policy decisions by the CRA: ISSUE: Conditions precedent in Article 13: a) Vacation of streets, alleys, and rights-of-way. b) Probability of all permits being issued. c) Federal Aviation Administration (FAA) approval for a 180-foot structure. Mr. Siemon stated that legal aspects regarding the timing of the street vacations are raised; that the property should be vested either in the CRA or in the Developer when the street vacation becomes effective; that streets vacated at this time could revert to the County; that zoning and site plan approval will have been accomplished at the time of closing; however, a number of other agency permits may not be available; that the Developer has reserved in the document a condition precedent to determine whether all permits required are reasonably expected to be issued upon filing of complete and proper applications; that the Developer does not want to purchase property for a project on which permits are not reasonably likely to be forthcoming; that another condition precedent is obtaining FAA approval to construct improvements up to 180 feet above grade; that refining the technical language to make the street vacation conditional and applicable only when the Developer takes title will address the issue of vacation of streets, alleys, and rights-of-way. Member Patterson stated that the streets could be vacated but the project never proceed; that the street vacations should be tied to a mechanism other than transfer of title. Michael Connolly, Attorney, City Attorney's Office, came before the CRA and stated that issuance of a particular permit could be made a condition of the street vacation. Member Merrill stated that tying the street vacation to issuance of a Certificate of Occupancy (CO) could be considered. Stanley Tarkow, Vice President and General Counsel to the wynnton Group, Inc., came before the CRA and stated that the Developer has no objections to negotiating one or more conditions upon which the streets can be vacated; however, any potential lender will have to be satisfied the City is obligated to abandon the rights-of-way and that good title is vested in the Developer sO the security afforded by the mortgage to the lender can be realized in the event of a default on the loan. Mr. Siemon stated that a serious of events will transpire before the Developer begins construction; that issuance of a building permit would be a significant milestone upon which the vacations could be conditioned. Member Patterson stated that a showing that financing has been received could also be considered. Attorney Tarkow stated that financing will be contingent upon the vacation of the streets. Attorney Connolly stated that issuance of a building permit is the farthest point in the process to which the condition could feasibly be attached; that an administerial act will be required to satisfy the lender, such as language in the conditional vacation that "upon issuance of the building permit the roads are hereby vacated"; that the type of building permit should be specified; that conditioning the street vacation on a demonstration of secured financing may not be viewed by the lending institution as an administerial act and, therefore, is not recommended. City Manager Sollenberger stated that tying the street vacation to issuance of a building permit for construction of 125 dwelling units in Phase I is supported; that the Redevelopment Agreement should make clear the street vacation will be contingent upon issuance of a full-fledged building permit and not simply a foundation or similar-type building permit. Attorney Tarkow stated that providing authority for the Developer to move dirt around on the streets before the streets are vacated should be addressed; that to the extent plans and specifications for the buildings are delayed or extended, the street vacation ordinance should include a provision for an easement allowing site and grading work to proceed. Attorney Connolly and City Manager Sollenberger raised no objection to the suggestion put forth by Attorney Tarkow. Member Cardamone stated that the provision should also address restoration of the easements to their original condition in the event the conditional street vacations expire. Attorney Tarkow stated that is acceptable. Mr. Siemon stated that striking the terms 'shall have been issued or" from Section 13.01 (e) will remove the ambiguity identified and address Issue 1 (b). BOOK 1 Page 399 10/15/97 6:00 P.M. BOOK 1 Page 400 10/15/97 6:00 P.M. Attorney Connolly and City Manager Sollenberger agreed with Mr. Siemon's recommendation. Mr. Siemon stated that no change is recommended to the condition precedent regarding FAA approval for a 180-foot structure, which is an essential element of the Developer's proposal. Attorney Connolly stated that the issue was identified to advise the CRA of the Developer's intent to obtain FAA approval for a building up to 180 feet in height. ISSUE: Schedule 2: View Corridor Matters: a) properties to which restrictions are applicable b) location and measurement for height restrictions Mr. Siemon stated that the Developer proposes height restrictions on public lands west of the Mission Harbor property to ensure views from the proposed residential buildings will not be obscured by future development; that Schedule 2 outlines the requirement that an easement be recorded against CRA- or City- owned land in the view corridors limiting the height of new buildings to existing heights or to 35 feet in the primary view corridor and 50 feet in the secondary view corridor as measured from the existing ground level; that a width limitation of 100 feet is also proposed; that the total number of possible new structures would be limited to three in the primary view corridor and unlimited in the secondary view corridor. Mr. Siemon referred to and explained Schedule 2-A, a diagram of the primary and secondary view corridors prepared as if the project will be developed exactly as is set forth in the Developer's proposal. Commissioner Patterson asked the existing and planned height for renovation of the Van Wezel Performing Arts Hall (VWPAH) . City Manager Sollenberger stated that the existing 65-foot height of the stage house will be increased to 90 feet when the VWPAH is renovated; that the City Commission has agreed to an expansion which may increase the height of the Florida West Coast Symphony building; that the Sarasota Visual Art Center is planning a three-story addition; that an exemption for the VWPAH will be necessary. Commissioner Patterson asked if the height restrictions are in addition to any Federal Emergency Management Agency (FEMA) height requirements? Jane Robinson, Director of Planning and Development, came before the CRA and stated that FEMA regulations apply in the area; that approximately, 13 feet is necessary to meet the FEMA minimum elevation; that she consulted with a local architect who recommends a height of 45 feet as measured from a fixed elevation, i.e., the sidewalk in front of the Municipal Auditorium; that 45 feet will allow for construction of a three- story building; that the majority of public buildings have ceiling heights greater than 10 feet as 3 or 4 feet is used for heating, ventilation and air conditioning (HVAC); that the Municipal Auditorium is 45 to 50 feet from grade to the top of the dome. Commissioner Cardamone asked if FEMA regulations apply to parking garages? Ms. Robinson stated that FEMA regulations apply to habitable space on ground floor; that a parking garage is not habitable. Mr. Siemon stated that properties to which the restrictions apply and the method of measurement should be identified and specified in the Redevelopment Agreement if the proposal for view corridors is acceptable to the CRA. Attorney Tarkow stated that the Developer has no objection to exempting the VWPAH from the view corridor restrictions or establishing. a 45-foot height restriction on new structures within the primary view corridor; that a question is raised regarding the effect of adding the FEMA minimum elevation to the 45-foot height on views from the Project Site; that the project architects will have to be consulted before a position is taken on that issue; however, no particular objection is raised to establishing a fixed elevation from which to measure the 45 feet. Ms. Robinson stated that the sidewalk on the west of U.S. 41 in front of the Municipal Auditorium is recommended as the fixed elevation from which the height would be measured that the land in the area has varying elevations; that the Municipal Auditorium is at the high end of the elevation scale. Member Patterson stated that a height of 45 feet above the FEMA minimum elevation should be considered if the intent is to provide for construction of three-story public buildings; that a height of 45 feet will be inadequate to construct a three-story building on land where the FEMA minimum elevation is 13 feet. Ms. Robinson stated that a three-story building is generally 45 feet in height; that the floor-to-ceiling measurement may be 16 feet in performing arts buildings. Member Patterson stated that a height of 45 feet plus the FEMA minimum elevation should be considered; that utilizing the sidewalk at the Municipal Auditorium as a fixed elevation will BOOK 1 Page 401 10/15/97 6:00 P.M. BOOK 1 Page 402 10/15/97 6:00 P.M. not allow the construction of 45-foot buildings on City-owned property. Ms. Robinson stated that the land to the west of the sidewalk has a lower elevation. Mr. Siemon stated that establishing a fixed elevation from which to measure the 45 feet is recommended; that, for example, if the elevation at the sidewalk is 8 feet above sea level, a maximum height of 53 feet above sea level would be allowed. City Manager Sollenberger stated that a fixed elevation will prevent confusion and future problems with the actual heights permitted; that Mr. Siemon's recommendation is supported. Chairman Pillot stated that a maximum height limitation of 53 feet, including the FEMA minimum elevation, could be established if the FEMA elevation at the sidewalk is 8 feet. Mr. Siemon stated that the 45-foot height restriction measured from a fixed elevation could prevent construction of a three- story building at some locations. Member Merrill stated that a height limitation plus the FEMA minimum elevation should be considered if the intent is to allow for the construction of a three-story public building. Mr. Siemon stated that the height of one story varies depending on the type of building constructed; that a 45-foot structure could be a six-story garage; that a symphony hall is likely to be one floor with a clear ceiling of 54 feet; that the visual character of a three-story art museum is different than a parking garage of the same height; that a height restriction of 45 feet from the FEMA minimum elevation could be established. Member Merrill stated that the primary view corridor proposed encompasses the community theater and arts area; that the Florida West Coast Symphony may wish to renovate and expand their stage house to a height of 90-feet in the future; that consideration should be given to exempting the stage houses of existing buildings from the height restrictions. Member Merrill requested clarification of the Administration's recommendation regarding the establishment of a height restriction in the primary view corridor. City Manager Sollenberger stated that although the Sarasota Visual Arts Center is planning a three-story building, construction of a building with a height in excess of 50 feet may not be appropriate or viewed as consistent with the scale in the surrounding area; that the City has discouraged an increase in performing arts activity in the concentrated area where the Florida West Coast Symphony, the Sarasota Ballet, and the VWPAH are located; that measures have been taken to avoid potential parking and traffic conflicts which could occur if major events were held at the various locations at the same time; that establishing a 45-foot height restriction measured from a fixed elevation is supported. Member Cardamone stated that a 55-foot building could be constructed to the west of the sidewalk at the Municipal Auditorium on land which has a FEMA minimum elevation of 10 feet if the recommended height restriction is established. Chairman Pillot stated that the Developer may agree to a height of 45 feet plus the FEMA minimum elevation after consulting with the project architect. Attorney Tarkow stated that is correct; that a position cannot be taken until the architect is consulted; that defining the height by number of stories has been suggested; however, the number of stories may vary based on the type of building; that the height restriction should be measured in linear feet. Member Patterson stated that the elevations of the City-owed land are unknown; that a greater comfort level would exist with a height restriction of 45 feet plus the FEMA minimum elevation. Chairman Pillot stated that a height restriction of 45 feet plus the FEMA minimum elevation could be requested but is subject to agreement by both parties. Mr. Siemon stated that the CRA would take the position that 45 feet plus the FEMA minimum elevation is acceptable; that an agreement in principle would be reached if the Developer agrees. Vice Chairman Dupree stated that committing a future CRA or City Commission to a height restriction of 45 feet on CRA- or City- owned land in the primary view corridor is a concern. Attorney Connolly stated that any conditional rezoning will commit future CRAs or City Commissions to agreed upon stipulations. Chairman Pillot asked if the RFQ and RFP indicated the CRA would be amenable to establishing height restrictions in the view corridors? Mr. . Siemon stated that the Developer's representatives referenced the establishment of view corridors as a desire when their proposal was presented; that in response to questions raised by the CRA, the City Attorney described the terms and conditions under which view corridors could be established; that at least three CRA members indicated an appropriate limitation on height BOOK 1 Page 403 10/15/97 6:00 P.M. BOOK 1 Page 404 10/15/97 6:00 P.M. to protect the views of the buildings on the Project Site would be acceptable. Member Merrill stated that the CRA is basically transferring value from CRA- or City-owned land to the Project Site by guaranteeing views of water, which is a marketable asset; that the CRA supported establishing view corridors by restricting the height of buildings since high buildings are not desired in the subject area; however, maintaining the area as the City's performing arts area is desired; that the VWPAH could be replaced with a larger theater in 50 years; that the document should not exempt specifically the existing VWPAH; that a buy-back provision, a long-term lease, or a mechanism by which to invalidate the restriction in the future should be considered. Attorney Connolly stated that a future CRA or City Commission would not be prohibited from replacing the VWPAH with a larger theater in 50 years; that the view rights would be a property right which could be condemned through eminent domain with the property owners on the Project Site being paid fair market value for the loss of view. Member Cardamone stated that a CRA or City Commission may want to construct higher buildings in the subject area in the future; that a termination date on the height restrictions should be considered; that language referencing a City- or a community- owned theater replacing the VWPAH should be incorporated. Attorney Tarkow stated that providing for an addition to the VWPAH, a replacement facility, or a successor to VWPAH is not opposed. Mr. Siemon stated that two institutions which may have special structures exceeding 45 feet have been referenced; that expansion or replacement of two institutions within the primary view corridor could be permitted. Member Patterson stated that the Florida West Coast Symphony may not be located in the subject area in 50 years; and asked if the Developer would be amenable to exempting the VWPAH or a successor and one additional building with a stage house? Attorney Tarkow stated yes. Member Merrill stated that the future is unknown; that he is reluctant to transier value from CRA- or City-owned land to the Project Site permanently; that the eminent domain process is costly; that the current CRA is willing to transfer land value to encourage redevelopment; however, once redevelopment has occurred and the area has been revitalized, the value should be transferred back to the public; that incorporating a 50-year termination clause on the height restriction or a provision TT similar to the 99-year lease used by financial institutions should be considered to protect future use of the public land. Attorney Tarkow stated that the effect of a termination clause or long-term lease provision on marketing condominium units is a concern; that incorporating a provision invalidating the view corridor restrictions if thé Project Site ceases to be used as residential condominium property would be acceptable; however, the Developer would be resistant to any type of time limit on the height restrictions. Member Cardamone stated that the CRA should direct Mr. Siemon to negotiate the 99-year lease concept; that a provision should be included invalidating the view corridor restrictions if the property ceases to be used for residential purposes. Member Patterson stated that transferring the value, establishing a large primary view corridor, and receiving no more than 125 dwelling units is of greater concern than negotiating a 99-year termination clause; that the view corridor should narrow if only one tower consisting of 125 dwelling units is constructed. Attorney Tarkow stated that granting the view corridor on a tower-by-tower basis is acceptable. Vice Chairman Dupree asked if incorporating an exemption for the VWPAH, any replacement of the VWPAH, and one other similar purpose structure is acceptable? Attorney Tarkow stated yes. Mr. Siemon requested the CRA's position regarding the 99-year lease concept for the view corridors. Member Merrill stated that he will have difficulty voting in favor of establishing permanent view corridors; that the value should be returned to the public land at a point in the future. Member Patterson stated that the CRA is requesting other concessions which are more important; therefore, she is not demanding a 99-year lease on the height restriction. Chairman Pillot agreed; and stated that the 99-year lease concept will be supported if successfully negotiated; however, he is flexible on the issue. ISSUE: Schedule 1: Required Public Improvements Mr. Siemon explained the following public improvements for which the CRA would be financially responsible: Streetscaping Sixth Street from U.S. 41 to Orange Avenue and Cocoanut Avenue from 10th Street to the new library in a manner substantially the same as that accomplished on Central Avenue from Fourth to Seventh Streets commencing BOOK 1 Page 405 10/15/97 6:00 P.M. BOOK 1 Page 406 10/15/97 6:00 P.M. no later than six months after the initial Phase commences and completed on or prior to the date the initial Phase is completed. Mr. Siemon stated that Schedule 1 also references the following: Causing the City to use all reasonable efforts to cause a general clean-up and landscaping of McCown Towers Commencing and vigorously pursuing and fully enforcing all codes applicable to existing improvements in the Rosemary District, including issuing appropriate citations and instituting condemnation proceedings Member Patterson asked the estimated cost of the public improvements? City Manager Sollenberger stated that the cost to streetscape Cocoanut Avenue from Tenth Street to Fruitville Road and Sixth Street from U.S. 41 to Orange Avenue has been estimated at $780,000; that no additional physical improvements will be required if the concurrency exception area is approved as part of the Comprehensive Plan; however, widening Cocoanut Avenue and Sixth Street has been discussed and may be desirable; that the cost to widen the two roads has been estimated at $400,000; that installing fencing and landscaping at McCown Towers similar to that surrounding the Ringling School of Art and Design has been estimated at $80,000; that the total cost for public improvements requested, on a preliminary basis, is estimated at approximately $1.3 million. Vice Chairman Dupree asked if $1.3 million of funding is available for the public improvements and, if sO, when will the improvements be completed? City Manager Sollenberger stated that the funds have not been budgeted; that the majority of the funding will be available to accomplish the improvements if the ten-year extension of the Local Option Sales Tax (L.0.S.T.) is approved; that various priorities and the City's capacity to fund the improvements will be reviewed if the L.O.S.T. referendum fails. Member Cardamone stated that any developer of the Mission Harbor site would request similar consideration; that the streetscape project could be scaled back to exclude the road widening if funding is an issue. Member Patterson stated that the Sarasota Housing Authority (SHA) is considering installing a more attractive fence at McCown Towers; that the document should reference a willingness to work with the SHA to improve the fencing rather than specify the improvement as a CRA responsibillty, that the Central Avenue streetscape provides for parking on the street, which narrows rather than widens the street; that she is prepared to commit funding for street improvements in the area to provide a catalyst for redevelopment; however, reference to a specific, existing streetscape should not be incorporated in the document; that the latitude to design a streetscape without parking and neck outs should be reserved. Mr. Siemon stated that the language in the draft document references efforts to cause a general cleanup and landscaping of McCown Towers; therefore, the City could work with the SHA to promote an undertaking; that the intent is not for the City to actually perform the improvements. City Manager Sollenberger stated that a Central Avenue-style streetscape with on-street parking and neck outs is not envisioned; that the cost estimate was based on a concept similar to the Osprey Avenue streetscape with medians down the center of the road; that reference to Central Avenue streetscaping should be deleted. Member Merrill stated that widening the streets to four lanes in the area surrounding the Project Site is not desired; that a pedestrian environment should be encouraged; that the streets may not be wide enough to install medians; that a less grandiose streetscape including street lighting and trees, i.e., Black Olives, and reconstructed sidewalks would be cost effective, enhance pedestrian linkages, and is preferred. City Manager Sollenberger stated that the plan is not to widen the streets to four lanes; that the intent is to provide lane capacity for turning movements to improve traffic flow; that language related to a quality streetscape will be provided without making reference to a specific design. Attorney Tarkow stated that the Developer is not interested in developing major thoroughfares either; that the intent is to set an objective versus a subjective standard for the streetscape; that an Osprey Avenue-style streetscape is acceptable; that the streetscape should include bicycle lanes. Member Patterson stated that various streetscapes have been completed in the City, all attractive but with different elements; that the language in the draft document could be revised to read as follows: .shall be streetscaped and landscaped in a manner similar to other City streetscape projects. Attorney Tarkow asked if the Developer will be provided with approval rights over the plans for the streetscaping to the extent the road abuts the Project Site? BOOK 1 Page 407 10/15/97 6:00 P.M. BOOK 1 Page 408 10/15/97 6:00 P.M. City Manager Sollenberger stated that final urban design approval should not be transferred to a private entity; that referencing a streetscape of the same level of quality as the Central and Osprey Avenue streetscapes and providing for consultation and input by the Developer, with the final decision resting with the City, is recommended. Attorney Tarkow stated that the recommendation is acceptable. Member Merrill stated that either all or none of the City's streetscape projects should be referenced, making clear no specific pattern on type of design was intended. Members Patterson and Cardamone agreed. Mr. Siemon asked if reference to plans which include decorative street lights, street trees, special treatments at corners, and bicycle lanes consistent with other streetscape projects in the City and which are subject to review and comment by the Developer would be acceptable language? Attorney Tarkow stated yes. Member Cardamone stated that the provision will not prevent the Developer from Eurther enhancing the area around the Project Site. Mr. Siemon stated that the street addresses of buildings on which the Developer is requesting the CRA or City to vigorously pursue code enforcement are listed on Schedule 1-A; that the item is not raised as an issue but to advise the CRA of the public improvement requested, which are appropriate and desirable assuming code violations exist. City Manager Sollenberger agreed; and stated that code enforcement on the sites identified will be pursued no more or no less than on other properties in the City. ISSUE: Schedule 1 = Undertaking all improvements off of the Project Site which are necessary to enable Developer to obtain the necessary certificate of concurrency AND ISSUE: Developer not required to pay any part of the costs incurred for improvements to North Tamiami Trail, e.g., to provide additional capacity Member Merrill asked if necessary off-site improvements on North Tamiami Trail have been identified and if improvements for which the City will decline payment have been specified? Mr. Siemon stated that no specific improvements have been identified at this time; that designating North Tamiami Trail in the Downtown vicinity as a concurrency exception area and having other non-capital means of addressing the concurrency requirements of the Growth Management Act are currently being explored with the Department of Community Affairs (DCA) in the context of the City's and CRA's commitment to Downtown redevelopment. Member Merrill asked if six-laning U.S. 41 through the City limits is being considered? Mr. Siemon stated no. Mr. Siemon stated that the draft document provides that off-site improvements necessary to provide adequate public facilities, e.g., water/sewer from the City and roads, will be a public requirement; that the Developer's contribution will be limited to the net of their development exactions and credits for those facilities and no more; that a contribution from the Developer toward the design, planning, and construction costs will not be forthcoming if for example, a section of North Tamiami Trail requires an additional two turning lanes to maintain an adequate level of service in the future. Member Patterson asked if the developers of the proposed Ritz Carlton or the Hyatt Sarasota Hotel expansion will be required to pay for improvements to North Tamiami Trail? City Manager Sollenberger stated that the Administration is recommending a concurrency exception area for transportation in the Downtown area be pursued through the Comprehensive Plan Update; that an updated Comprehensive Plan should be presented to the City Commission for adoption in March or April 1998. Asim Mohammed, Assistant City Engineer, came before the CRA and stated that a traffic study is being conducted for both the proposed development of the Mission Harbor property and the Hyatt proposal; that both projects will impact traffic on North Tamiami Trail primarily between Sixth Street and Gulf Stream Avenue; that various options exist to mitigate the impacts; that the social and environmental costs associated with capital improvements are extensive and may not be an option the City Commission will want to pursue; that exempting the CRA from concurrency requirements, which is provided by Chapter 9J-5, Florida Administrative Code, and Florida's Growth Management Act of the Florida Statutes is another option; that pursing a concurrency exception area has been discussed with and encouraged by the DCA; that several other communities in Florida have achieved concurrency exemptions, which provide flexibility in approving projects by allowing for development of a long-term plan to address mobility and an opportunity to apply for and use Federal and State funds to make major transportation improvements; that options to mitigate traffic impacts are being reviewed to address the Hyatt petition since approval is requested before a concurrency exception area BOOK 1 Page 409 10/15/97 6:00 P.M. BOOK 1 Page 410 10/15/97 6:00 P.M. could be established; that a public/private partnership between the State, City, and the Hyatt may be necessary to achieve required transportation improvements identified. Chairman Pillot asked the financial implications of assuming responsibility, for off-site concurrency compliance as currently indicated in the draft document? Mr. Mohammed stated that providing turn lanes along Sixth Street and Cocoanut Avenue, as discussed, will be necessary to improve traffic circulation in the area; that physical constraints on U.S. 41 will limit the extent to which other improvements can be accomplished; that, for example, widening U.S. 41 to six lanes is not feasible; that substantial improvements, i.e., extending Fruitville Road as identified in the City's Vision Plan, could be made over a period of time; that a concurrency exception area would provide the time necessary to plan for long-term transportation improvements. Chairman Pillot stated that requiring off-site improvements as a public responsibility is difficult to support; that the cost of potential road improvements could be substantial. Mr. Mohammed stated that assuming the concurrency exception area will be approved in the Comprehensive Plan Update, the City would not be undertaking a huge risk by agreeing to fund the off-site improvements; that significant off-site physical improvements to improve traffic flow are not anticipated; that City Staff will work with the Developer on transportation demand management techniques, i.e., car pooling, right sharing improving access to public transit, and expanding shuttle service to improve mobility in the area. Chairman Pillot stated that assumption of financial responsibility for off-site concurrency compliance requirements could be contingent upon the CRA's obtaining approval of a currency exception area. Mr. Siemon stated that issuance of a certificate of concurrency with a reservation of capacity to support the Project is set forth as a condition precedent to closing; that the Developer will not close on the property if the certificate is not provided; that the provision does not require the CRA to make substantial off-site improvements; that the CRA could process an application, be denied approval of a concurrency exception area, and choose not to expend the funds necessary for the required transportation improvements; however, as a result, the Developer would be relieved of their obligation to close. Sarah Schenk, City Attorney's Office, came before the CRA and stated that adoption of an updated Comprehensive Plan in March will not create the concurrency exception area but merely establish the process to be pursued over the following year. Mr. Mohammed stated that a meeting was held earlier today with the DCA; that the public hearings on the application for a concurrency exception area will be included as part of the current Comprehensive Plan Update process. Member Patterson asked if the City will have the ability to issue a certificate of concurrency, to the Developer before the closing date indicated in the draft document? Mr. Mohammed stated that a concurrency exception area, until and unless approved by the DCA, is not legal and cannot be used to determine compliance of projects. Member Patterson stated that the concept of creating a concurrency exception area is being presented to the CRA for the first time tonight; that the issue should have been raised earlier; that assuming conceptual approval is granted by the CRA, a concurrency exception area may not be in place by the end of April 1998; asked if the Comprehensive Plan Update process will be completely finished by April 30, 1998, which is the closing date indicated in the draft document? Ms. Robinson stated that public participation and public hearings are required prior to adoption; that the goal is to schedule adoption of an updated Comprehensive Plan in March or April 1998; that the Plan will be transmitted to the State for review in November 1997. Member Patterson asked if the concurrency exception area will be established by April 30, 1998? Mr. Mohammed stated that establishing a concurrency exception area cannot be guaranteed; that a public hearing process is required. Member Patterson stated that more accurate information is required; that widening U.S. 41 is not desired; that the extension of Fruitville Road as depicted in the City's Vision Plan is not likely as acquisition of property on which development of a Ritz Carlton is proposed would be needed to complete the road improvement; that intersection improvements in the subject area are included on the list of projects for funding through a ten-year extension of the Local Option Sales Tax (L.0.S.T.) and on the State transportation plan; that reassurance from Staff that a certificate of concurrency can be issued to the Developers at closing, without the need to fund substantial transportation improvements, is necessary before she could support the provision. BOOK 1 Page 411 10/15/97 6:00 P.M. BOOK 1 Page 412 10/15/97 6:00 P.M. Mr. Siemon stated that his assessment of the procedural requirements is that adequate time exists to achieve an approved concurrency exception area and to satisfy the obligations in the draft document before closing, if Staff diligently pursues and presents to the Commission the Comprehensive Plan amendments proposed; that the Developer originally proposed a closing date of June 1, 1998; that in light of the terms of the Interlocal Agreement between the City and County for the sale of the Mission Harbor property, an earlier closing date was negotiated; that extending the closing date could be considered to alleviate concerns regarding adoption of an updated Comprehensive Plan; however, doing so would complicate the relationship with the County. Mr. Mohammed stated that the DCA and the Florida Department of Transportation (FDOT) have approved the methodology proposed by the City to pursue the concurrency exception area; that Staff will be performing an analysis and preparing documentation for presentation to the City Commission as part of the Comprehensive Plan Update. Member Merrill asked if the certificate of concurrency will be issued on the entire site plan or on a phase-by-phase basis? Mr. Mohammed stated that concurrency compliance is based on the site plan submitted; that agreement from the Developer could be requested for submittal of a site plan and issuance of a certificate of concurrency for Phase I only. Member Merrill asked if granting concurrency compliance for 125 dwelling units is viewed as an issue? Mr. Mohammed stated no. Member Merrill stated that Staff is pursing all options to address concurrency issues in the area; that transportation improvements will be necessary if efforts to achieve a concurrency exception area are not successful; and asked if not closing on the contract would be an option if the CRA assumes responsibility for making off-site improvements but deems the necessary transportation improvements too expensive? Mr. Siemon stated yes; however, the draft document includes a default provision requiring the CRA to reimburse the Developer for out-of-pocket costs and expenses incurred after July 24, 1997, in the event the conditions precedent are not satisfied. Member Merrill stated that the City Commission will not vote in favor of funding unspecified off-site transportation improvements; that eliminating the provision for the CRA to assume responsibility for off-site improvements should be considered; that the Developer would have the option of agreeing to fund the necessary improvements or choosing not to close if a concurrency exception area is not achieved. Mr. Siemon stated that the CRA's obligation is to provide a certificate of concurrency; that the Developer is not willing to commit to funding off-site improvements. Attorney Tarkow stated that the stipulated purchase price on the property is justified only if the entire project can be constructed, which will require satisfying, among other things, the concurrency compliance requirements; that the Developer has similar concerns regarding unidentified transportation improvements and will not agree to pay unknown costs or known costs of any significance to meet concurrency; that the Developer does not want to expend hundreds of thousands of dollars on geotechnical, environmental, site studies, additional surveys and development of plans and specifications for the entire project without assurance the City or others will be able to provide a certificate of concurrency or will pay costs necessary to improve public facilities such that the development, when added to other proposed projects, will be approved; that the only option would be to proceed on the contract but for the Developer to defer due diligence work until the CRA is in a position to determine whether the concurrency exception area can be obtained and, if not, to identify the improvements necessary to allow the development and other projects which may come to fruition to meet concurrency requirements; that the Developer may consider funding some of the road improvements, e.g., $300,000 to $500,000, in exchange for offsetting impact fee credits if the necessary improvements can be identified; that the process suggested would not be economically feasible if the necessary improvements amount to $10 to $15 million. Member Merrill stated that the City's vision is to be a City of urban amenities with small town living; that transportation improvements totalling $10 to $15 million would personally be opposed; and asked if impact fees can be offset by the amount the Developer expends on road improvements? Mr. Mohammed stated that offsetting impacts fees as proposed may be possible; however, a review of the Impact Fee Ordinance would be necessary to determine the feasibility. Vice Chairman Dupree stated that making a decision is difficult without knowing the extent or type of required off-site improvements. Mr. . Siemon stated that the Developer is seeking not only an obligation but a commitment by the CRA to satisfy the concurrency requirement; that Staff indicated concurrency issues were reasonably manageable when the process to develop the Mission Harbor property began; that subsequent events including other project proposals have complicated the issue; that the required BOOK 1 Page 413 10/15/97 6:00 P.M. BOOK 1 Page 414 10/15/97 6:00 P.M. closing date scheduled with the County, the time required to establish a concurrency exception area, the obligation to close on the Developer contract, and the willingness of the Developer to expend substantial dollars without a commitment are issues affecting the CRA; that modifying the conditions precedent to provide for reimbursement of out-of-pocket expenses may mitigate the concern the Developer has with going forward in the process. Member Merrill stated that the RFP and RFQ were issued on the premise that concurrency could be met. Chairman Pillot stated that the deadline set by the County for closing on the Mission Harbor property cannot be controlled by the CRA and is currently December 31, 1997, not April 30, 1998; and requested comment on deferring the closing date. Mr. Siemon stated that the process began with an understanding the concurrency was reasonably manageable for the Project Site; that the closing date with the Developer was negotiated with the hope that a Redevelopment Agreement demonstrating good progress could be obtained and that some accommodation could be reached to bring the project to fruition; that the suggestion by the Developer to defer for some reasonable time period the process of spending money is not opposed; however, the window of economic opportunity, of which the CRA hopes to take advantage to develop the Mission Harbor property, will end sooner rather than later. Member Patterson stated that the Administration is representing a concurrency exception area can be designated by April 30, 1998. City Manager Sollenberger stated that is correct. Member Patterson asked the time required to perform due diligence if the Developer were to defer until the CRA can obtain approval of the concurrency exception area? Attorney Tarkow stated that the initial due diligence, including development of a site plan for presentation with the zoning petition, will require 10 weeks; that a provision for six months from the execution date of the Redevelopment Agreement to the closing date is included in the draft document. Member Patterson stated that a nine-month extension of the Interlocal Agreement would be required; that intentions to redevelop the Mission Harbor and John Ringling Towers properties have been known for some time; that the Hyatt's plans for expansion have been known for at least six months; that she is shocked a problem with concurrency has suddenly been identified; however, the problem is not only the City's but also the County's; that the County will have to address the same issue in attempting to market the property; that the $3.1 million purchase price could not be obtained without the additional property development rights, such as street vacations, offered by the City; that the County would have little alternative other than to approve a request for extension. Chairman Pillot stated that the situation has been explained to the County's representative to no avail. Member Cardamone stated that the CRA began pursuing development of the Mission Harbor property before the other proposed projects clouded the issue; that concurrency was not an issue when the CRA process began; and asked if the CRA has the right to reserve concurrency capacity for the Mission Harbor property? Mr. Mohammed stated that concurrency compliance is reviewed and reserved when a developer applies for a development permit. Attorney Schenk stated that the concurrency requirement was created by State law; that the DCA did not trust local governments to manage their transportation plans and, therefore, required cities to have a traffic study performed to determine impacts to the level of service before property is rezoned and site plans are approved; that she has been involved in the Comprehensive Plan Update process but was not aware the City was pursing a concurrency exception area; therefore, establishing a concurrency exception area by April 1998 cannot be confirmed; that different mechanisms to implement concurrency exist, e.g., through development agreements; that the development agreement referenced in the draft document has not been reviewed; that the concurrency improvements are not known. Mr. Mohammed stated that development agreements reference dollars committed for projects planned in the near future, e.g., improvements included in the Capital Improvements Plan (CIP) or in FDOT's work program; that the development agreement would not be a viable mechanism in this instance; that several other options exist, e.g., lowering the level of service on a particular segment of roadway. Chairman Pillot asked the current level of service in the area? Mr. Mohammed stated that the adopted level of service is "D"; however, the actual level of service is lower; that the DCA requires the actual level of service not be degraded; therefore, additional trips generated by new projects must be mitigated; that an additional 60 trips generated by Phase I of the development could easily be mitigated; however, the total trips generated by the entire development could be substantial and thus would require more substantial improvements; that pursuing a concurrency exception area to address the issue is the most feasible and time efficient; that the traffic study in not yet complete; however, potential physical improvements are being reviewed, e.g., establishing three left-turn lanes on U.S. 41 BOOK 1 Page 415 10/15/97 6:00 P.M. BOOK 1 Page 416 10/15/97 6:00 P.M. onto Gulf Stream Avenue; that developing a connection from Fruitville Road to Cocoanut Avenue is also being considered to relieve impacts on U.S. 41 between Sixth Street and Fruitville Road. Member Merrill stated that making the certificate of concurrency one of the conditions precedent, accepting the reimbursement clause referenced, identifying a reasonable closing date, and assuming responsibility of off-site improvements up to the amount of impact fees collected could be supported. Member Patterson stated that crediting the costs for road improvements against impact fees is supported; that the City could petition the County to use the impact fees collected to address improvements in the subject area; that the Developer could proceed with due diligence if the CRA agrees to a reimbursement clause; however, the Developer could incur $500,000 of expenses by April 30, 1998. Chairman Pillot asked for comment from the Administration. City Manager Sollenberger stated that the County is expecting to receive $3.1 million for the Mission Harbor property before January 1, 1998; that an extension will have to be discussed with the Sarasota Board of County Commissioners; that the $3.1 million price is based on an appraisal which assumes an increase in zoning, a vacation of street right-of-ways, and an ability to meet concurrency; that the value of the property would be significantly lower based on the current residential zoning and without the street vacations; that an informed recommendation regarding the off-site improvements cannot be provided until the impact fees in excess of those to be credited is calculated; and asked how quickly the concurrency improvements could be identified and a cost estimate prepared? Mr. Mohammed stated that the most important variable is the cost of right-of-way acquisition, including business damages, which are difficult to assess; that an analysis based on assumptions subject to change could be prepared and submitted at the earliest by Monday, October 20, 1997. Chairman Pillot requested clarification of the financial benefit of pursuing a concurrency exception area. Mr. Mohammed stated that a concurrency exception area would provide the time to plan long-term transportation improvements and schedule major improvements in the FDOT work program for funding through the Metropolitan Planning Organization (MPO) process, lessening the City's financial obligation. Chairman Pillot stated that assumption of financial responsibility for off-site concurrency compliance requirements could be contingent upon the CRA's achieving a concurrency exception area. Member Patterson stated that the Developer is not willing to make a substantial expenditure for due diligence without a commitment for reimbursement from the CRA. Vice Chairman Dupree stated that placing a cap on the level of expenses the CRA would reimburse should be considered. Member Merrill agreed; and stated that provisions making issuance of a certificate of concurrency a condition precedent and providing for reimbursement of expenses if the CRA fails to produce the certificate will assure more informed decision- making; that the CRA, after determining the extent of the off- site improvements, would have the choice of making the required improvements to meet concurrency or paying the Developer a set amount for expenses incurred; that the ability to meet concurrency has been promised from the onset; that Staff has stated the concurrency issues can be addressed without any great expense; that the CRA should take advantage of the good economic times, allow the Developer to proceed with the process, and fulfill the commitment made to make the development of Mission Harbor work; that a reimbursement clause with a reasonable cap on the reimbursable expenses will be supported to keep the process moving forward. Chairman Pillot agreed. Mr. Mohammed stated that Staff is fairly confident a concurrency exception area can be established. Attorney Tarkow stated that estimating costs is difficult; that, for example, cost associated with sonar testing could be $3,000 if favorable results are received; however, additional drilling and engineering costs will be incurred if sonar test identify caverns; that $250,000 is a guess of potential costs. Chairman Pillot asked if a cap of $250,000 is agreeable? Attorney Tarkow stated yes. Member Patterson stated that reimbursement of up to $250,000 in due diligence expenses could be supported if the Developer would agree to extend the closing date in the event the CRA cannot obtain approval of a concurrency exception area by April 30 1998; that making the entire contract subject to the County's approval of a closing date extension should be considered. Attorney Tarkow stated that the Developer is not opposed to extending the closing date for a reasonable period of time; BOOK 1 Page 417 10/15/97 6:00 P.M. BOOK 1 Page 418 10/15/97 6:00 P.M. however, the Developer does not want to take on any problem or issue the City may have with the County. Member Patterson stated that the CRA would be agreeing to either produce a concurrency exception area, make necessary road improvements or reimburse the Developer up to $250,000; that before the CRA takes a $250,000 risk, both the County and the Developer should agree in writing to a time extension if a delay occurs in working with the DCA; that the County should be willing to accept the contract with a contingency; that contracts with contingencies are common. Chairman Pillot stated that the position of the majority of the Sarasota Board of County Commissioners is not known; however, at his last meeting with the City Manager, the County Administrator, and a representative of the County Commission, the potential loss of the development and the condition of the property under the current zoning and without the street vacations were pointed out; that the result was zero movement past the December 31, 1997, deadline; that the one County Commissioner present indicated an expectation of a similar position by the majority of the County Commission. City Manager Sollenberger stated that the former County Administrator indicated County property could be sold only through the auction/public bid process; that the property value is limited without an assurance of rezoning, street vacations, and concurrency compliance certification; that the County Commission should understand that fact so an informed decision can be made on a request for a closing date extension beyond December 31, 1997. Member Cardamone stated that the issue should be resolved with the County before the CRA risks $250,000; that a joint meeting of the City and County Commissions is scheduled for Monday, November 10, 1997, at which time the problems identified should clearly be set forth. Member Cardamone asked for comment regarding the following possible provisions: 1) reimbursement of expenses to the Developer with a cap of $250,000, 2) an ability to delay the closing date if the CRA cannot produce concurrency solutions by April 1998, and 3) a contingency for County agreement to all terms, which would include the potential delay. Mr. Siemon stated that the concept is probably acceptable to the Developer. Attorney Tarkow stated that a reasonable delay of three to five months is acceptable; however, eight months is too long. Member Patterson stated that an extension of up to eight months was suggested to address any potential delays in the Comprehensive Plan Update process. Attorney Tarkow stated that Staff may be able to estimate a reasonable date for consideration. Member Patterson asked the anticipated DCA approval date? Member Cardamone stated that the Developer originally requested a closing date in June 1998; and asked if July 1998 is acceptable? Mr. Mohammed stated that a challenge to compliance of the updated Comprehensive Plan will take 90 days to resolve; that a six-month extension from April 30, 1998, would be reasonable. Chairman Pillot stated that a six-month extension would delay the closing until October 1998. Mr. Siemon stated that the target date could remain April 30, 1998; that the CRA could commit to the concurrency obligation subject to reimbursement to the Developer of up to $250,000 in out-of-pocket expenses in pertormance under the terms and conditions of the Redevelopment Agreement if the obligation is not satisfied; that a contingency can be provided to extend the closing date not beyond September 30, 1998, if the CRA cannot satisfy the concurrency matter on or before April 30, 1998. Member Patterson stated that Staff recommended six months; that the proposal is for five months; and asked the time required to resolve a legal challenge with the DCA? Attorney Schenk stated that the Comprehensive Plan will be effective 21 days after adoption, which is the administrative challenge period; that the time necessary to resolve an administrative challenge cannot be estimated; that, in addition, the DCA could find a portion of the Comprehensive Plan not in compliance, which would also have to be addressed; that five months seems reasonable; however, unforeseen circumstances cannot be predicted. Mr. Siemon stated that an independent analysis of addressing the concurrency issue under the applicable statutes has not been performed; however, based on his experience with the DCA on the type of redevelopment initiative being sought, the time frames proposed should be sufficient if the City diligently pursues the issue and responds efficiently to DCA inquiries; that the DCA is sponsoring a strong initiative to help local governments on the East coast accommodate development and to promote redevelopment and revitalization of core cities; that the DCA should apply the same principles to the planned redevelopment of a site the CRA has been pursing for many years; that the CRA has a reasonable prospect of resolving the concurrency issue by April 30, 1998, if BOOK 1 Page 419 10/15/97 6:00 P.M. BOOK 1 Page 420 10/15/97 6:00 P.M. no problems arise and by September 30, 1998, if complications occur; that authorization to contact the Secretary of the DCA on the CRA's behalf will be requested if the decision is made to go forward with the Redevelopment Agreement. Member Patterson stated that Staff should pursue not only the concurrency exception area process but also transportation improvements other than a massive road-widening project; that the development of the Mission Harbor property as well as the proposed Ritz Carlton and Hyatt expansion projects are supported. Member Merrill stated that CRA acceptance of the proposed Redevelopment Agreement seems apparent; and asked if the intent is to delete reference to assuming financial responsibility for all off-site concurrency and to include language that the CRA agrees to satisfy the concurrency obligations subject to the contingencies outlined? Chairman Pillot and Member Patterson stated yes; that the CRA may choose but will not be required to perform off-site improvements. Member Merrill stated that a provision to issue a certificate of concurrency by April 30, 1998, or to extend the closing to September 30, 1998, and to reimburse the Developer if a certificate of concurrency is not issued by September 30, 1998, is agreeable. Chairman Pillot stated that Member Merrill will be leaving in 20 minutes; that hearing no objections, the meeting will continue with only four members present. ISSUE: City assumes financial responsibility for planning, design, and construction costs for provision of water and/or sewer services to Project Site City Manager Sollenberger stated that Staff has confirmed adequate water/sewer capacity to the Project Site is available to serve the proposed development. ISSUE: Walling-off effect Mr. Siemon stated that the potential walling-off effect was raised as an issue during CRA discussion of the Developer's proposal; that the CRA requested further consideration be given to avoid "walling off" the community to the east from the waterfront; that zoning and site plan approval will be addressed following the effective date of a contract and prior to the date of closing; that the Developer proposes the issue be addressed when the site plan is presented; that the Developer would have no obligation to go forward and close if the CRA is not satisfied with the site plan; that addressing the walling off effect during the site plan process is recommended. City Manager Sollenberger expressed agreement with the recommendation. Chairman Pillot stated that a consensus has been reached to proceed as recommended. ISSUE: Intent of Developer to comply with the Public Art Ordinance through the architectural and creative use of design in the structures constructed as part of the Project. Mr. : Siemon stated that the Redevelopment Agreement provides that the CRA recognizes and supports the Developer's intent and, therefore, will not require an additional out-of-pocket public art contribution. Mr. Siemon referred to the following recommended revised language negotiated with the Developer: Section 6.03 (d) (B) The Agency understands, agrees and supports that the Developer intends to satisfy the requirements of Sections 2-401 to 2-410 of the Sarasota Code, the Public Art Program, by way of creative application of skill and taste according to aesthetic principles, to the architectural embellishment of buildings, structures and landscaped areas within the project as provided for in the Code and that therefore Developer shall not be required to pay, in whole or in part, any funds for improvements to or respecting any public art. City Manager Sollenberger stated that the revised language is acceptable subject to incorporating the improvements into the site amenities, which has been an approach reviewed in the past. Chairman Pillot stated that a consensus has been reached to proceed as recommended. ISSUE: The exaction credit amount of $284,325 Mr. Siemon stated that traffic and water/sewer capacities previously committed to the site still exist although the buildings have been demolished; that the Request for Qualifications (RFQ) and Request for Proposals (RFP) identify credits for which the Project Site would be eligible; that the CRA represented in the RFQ/RFP that City credits would be extended and application of the County credit provisions against the County's transportation fee would be supported. BOOK 1 Page 421 10/15/97 6:00 P.M. BOOK 1 Page 422 10/15/97 6:00 P.M. Member Patterson asked if the amount of exaction credits available have been verified with the County? City Manager Sollenberger stated that figures were included in the RFQ; that the dollar values were calculated by City Staff based on past practice and policies established for providing water/sewer and road impact fee credits; that the road impact fee credit is approximately $190,000; that the water/sewer impact fee credit is approximately $94,000; that the exaction credit amount will be verified with the County. Mr. Siemon stated that based on prior information provided by Staff, the water/sewer and road impact fee credits total $284,325. City Manager Sollenberger stated that is correct; that the City's Plans Examiner conferred with the County on the $190,000 estimate for road impact fees. ISSUE: Article 16: Arbitration Mr. Siemon stated that based on his experience, a provision for dispute resolution by arbitration rather than through the court system was negotiated as more expeditious and less expensive; however, the City Attorney's Office has indicated relying on the courts to resolve any conflicts would be preferable; that the Developer is agreeable to striking Article 16. Chairman Pillot stated that a consensus has been reached to delete Article 16. ISSUE: Section 4.03 (e) permitting the Developer to modify plans and specifications without CRA approval Mr. Siemon stated that the CRA will approve final site and development plans; that the draft document provides that future changes deemed appropriate by the Developer will be governed by the City's Land Development Regulations (LDRs) and will not require further review by the CRA unless the modification is a Scope Change, i.e., a change which substantially deviates from the concept and principles approved by the CRA; that Scope Changes will come back to the CRA for review. City Manager Sollenberger stated that the provision is acceptable. Chairman Pillot stated that a consensus has been reached to accept Section 4.03 (e). ISSUE: Eminent Domain Mr. Siemon stated that paragraph 3 of Schedule 1 requires the CRA cause the City to use eminent domain to assist in acquisition of property in the vicinity of the Project Site; that the draft document provides for reimbursement of City costs if the Developer demonstrates the desired property could not be acquired privately on terms legally or economically feasible and acquisition of the property is in furtherance of the Plan and necessary for success of the Project; that the Developer will pay City acquisition costs not to exceed a fixed cost of $5.00 per square foot of land, increased by the same percentage as the cost-of-living increases from the effective date to the date of taking; that if the eminent domain proceedings result in an acquisition price greater than $5.00 per square foot and the Developer is not willing to reimburse the additional amount, the City will have the right to abandon the taking with the Developer reimbursing the City for all costs incurred including attorneys' fees of the property owner as required by Florida law; that a "quick take," i.e., securing property title prior to a determination of the cost which could result in additional liability beyond attorney's fees, could not be initiated. Mr. Siemon continued that concerns have been raised regarding the scope of the properties subject to the eminent domain provision. Attorney Tarkow stated that the Developer never intended the eminent domain provision apply either to the Players Theatre Inc. or Unity Church properties as now existing or to PTI as planned for reconstruction/rehabilitation; that the Developer is amenable to incorporating an express provision to the effect. Chairman Pillot requested clarification of the $5.00 per square foot acquisition cost. Mr. Siemon stated that the fixed cost applies to the land area; that an acquisition cost of $60,000 for 10,000 square feet of improved or unimproved land would exceed a gross cost of $5.00 per square foot. Attorney Connolly stated that the CRA or the City will not assume the risk in a "slow-take" proceeding. Chairman Pillot asked if the provision will allow for "carte blanche" selection of properties? Attorney Connolly stated that the City cannot condemn a property without judicially establishing that the property is necessary for a public purpose; that competent, substantial evidence is required by State law to prove the taking is necessary for a public purpose and is a limiting condition with which he feels comfortable without incorporating language into the contract. BOOK 1 Page 423 10/15/97 6:00 P.M. BOOK 1 Page 424 10/15/97 6:00 P.M. Mr. Siemon asked if the eminent domain provision, with language added to expressly exclude the PTI and Unity Church properties, is acceptable. Member Merrill and Chairman Pillot stated yes. Member Cardamone asked the properties owned by Unity Church? Reverend Donald Jackson, Senior Minister of Unity Church, came before the CRA and stated that, the Unity Church owns the land on Cocoanut Avenue from May Lane to the Van Meter Hall of the Unity Church and two pieces of property to the east with street addresses of 802 and 811 Florida Avenue. Chairman Pillot asked if the language will specifically reference all land currently owned by Unity Church? Mr. Siemon and Attorney Tarkow stated yes. ISSUE: Conditions of Development Agreement Mr. Siemon stated that the Redevelopment Agreement will be a contract between the CRA and the Developer; that certain land regulation conditions sought to be vested as referenced in the draft document should be incorporated in a Development Agreement approved by the City Commission. Ms. Robinson stated that the Administration agrees with the recommendation. Attorney Schenk agreed. ISSUE: Obligation to assist in pursing permits for the Developer Mr. Siemon stated that the draft document provides for the CRA to assist the Developer in securing permits from other authorities or agencies; that preparing, filing, and assuming costs associated with filing required applications will be the responsibility of the Developer; that the scope of the assistance expected by the CRA is the issue identified. Attorney Connolly stated that permit approvals such as those associated with the pedestrian overpass across U.S. 41 or from Southwest Florida Water Management District (SWFWMD) and the FAA are beyond the control of the CRA and City; that clarification of the intent is necessary as to whether the CRA is obligated only to make a good faith effort or if the CRA will be required, for example, to file a lawsuit seeking a mandatory injunction if the permits are not granted. Mr. Siemon stated that the intent of the language is for the CRA to exercise reasonable assistance and support of the Developer's efforts to obtain necessary permits. Attorney Tarkow stated that is correct. Mr. Siemon stated that language can be drafted to satisiy the concern raised. Member Merrill asked if a mandate for the pedestrian overpass is included in the draft document? Attorney Tarkow stated that the Developer has agreed both in representations to the CRA and by reference in the Development Agreement to build the Pedestrian Overpass, assuming permits can be obtained from the appropriate agencies; that City Staff has been requested to identify the process the Developer must follow to obtain necessary approvals; that the draft document does not specify the stage at which the Pedestrian Overpass will be constructed since the approval process required and site construction schedule are not known at this time; that the Developer has committed to build the Pedestrian Overpass but does not want to be obligated to construct something for which permits cannot be obtained. Member Merrill stated that construction of the Pedestrian Overpass should be tied to a specific event if approval of the permits can be obtained. Mr. Siemon asked if incorporating language requiring the Developer to apply for permits associated with the Pedestrian Overpass within six months of contract execution and to commence construction within 60 days of issuance of all permits is acceptable? Attorney Tarkow stated that commencing construction within a reasonable period of time following issuance of all permits would be acceptable. Member Cardamone stated that the Pedestrian Overpass was a deciding factor in casting a vote in favor of the development proposal; that completion of the Pedestrian Overpass at the end of Phase I would be preferable; and asked if the Pedestrian Overpass will serve the public and link the Rosemary District to the waterfront area or be limited to use by residents of the condominlum units on the Project Site? Attorney Tarkow stated that the Developer will not agree to complete construction of the Pedestrian Overpass by the end of Phase I; that the process involved in obtaining permits is unknown; that applying for permits within six months following contract execution and commencing construction within a reasonable period of time following issuance of all necessary permits would be acceptable; that the Pedestrian Overpass was BOOK 1 Page 425 10/15/97 6:00 P.M. BOOK 1 Page 426 10/15/97 6:00 P.M. contemplated as a public facility and an assumption made the foundations on each side would be placed on public property; that the City's commitment is to grant appropriate easements; however, specific locations will be presented for approval in the future. Member Merrill stated that a time period within which construction will begin should be specified. Member Cardamone agreed; and stated that the Pedestrian Overpass should be constructed at the earliest possible time. Mr. Siemon asked if language requiring the Developer to apply for permits associated with the Pedestrian Overpass within six months of contract execution and to commence construction within six months of issuance of all permits and approvals, including granting the easements, is acceptable? Attorney Tarkow stated yes. Chairman Pillot asked if the Administration concurs? City Manager Sollenberger stated yes, reserving the right for the City to approve the specific locations for the easements. Commissioner Patterson stated that the availability of public land is unknown; that all the streets through the property are being vacated; that a ramp for handicapped access may become an issue; that possible locations could be identified by Staff prior to presentation for final approval. ISSUE: Section 2.05: City Manager as authorized representative Mr. Siemon stated that the draft document requires the designation of an authorized representative identified as the City Manager to act on behalf of the CRA to make certain decisions such as those pertaining to the project schedule; that a decision is required within 14 days after receipt of a request from the Developer; that the provision will allow decisions under prescribed circumstances to be made administratively and quickly in order to facilitate the redevelopment process. Mayor Pillot asked if the Deputy City Manager will be exercising the authority in the absence of the City Manager? Mr. Siemon stated yes; that in the absence of the City Manager, the City Charter provides for the identification of a designee. Member Merrill left the Commission Chambers at 6:50 p.m. ISSUE: Guaranty for construction by December 31, 1998 Mr. Siemon stated that the draft document provides for the Developer to commence construction of at least 125 dwelling units by December 31, 1998; that a legal obligation to proceed and the Developer's substantial investment by December 1998 is viewed as sufficient guarantee; however, no other financial securities are provided to secure the promise of the Developer to commence construction by the date designated absent an unavoidable delay beyond reasonable control; that the financial security is the Developer's investment in the land and due diligence efforts; that no provision has been made for a financial penalty or forfeiture if construction of * Phase I does not commence by December 31, 1998, although certain rights are enforceable and legal relief could be sought; that the draft document provides for extending the deadline in the event of unavoidable delay; and asked for clarification of the deadline if closing is deferred? Chairman Pillot stated that extending the deadline if closing is deferred makes sense; that hearing no objects, unavoidable delay includes reference to deferral of closing. Member Patterson asked the result if construction does not begin? Mr. Siemon stated that an obligation exists to begin construction absent a circumstance described as an unavoidable delay; that the contract can be enforced by seeking a court order; that a defense can be made as to the unavoidable nature of the delay; that the Developer will be in breach of the contract if the delay is not found to be unavoidable; that the value of the relief is not known. Member Patterson asked if anyone is personally liable? Mr. Siemon stated no; that the Developer would not pay approximately $3.5 million for the property and not pursue development as soon as possible; that a security device such as a letter of credit would be ideal; however, the City is actively promoting and facilitating the development of the property; that a reasonable understanding with the Developer has been achieved; that the Developer is committed to going forward; that the agreement is supported. Attorney Schenk stated that under the Zoning Code, the conditional rezoning process has a two-year deadline for pulling a building permit or the matter comes back for rezoning to the original zone district. Member Cardamone asked the result if the property is placed on the market after concurrency, the site plan, etc., are approved? Mr. Siemon stated that the provisions apply to a successor in interest; that a taker of the property is subject to all the BOOK 1 Page 427 10/15/97 6:00 P.M. BOOK 1 Page 428 10/15/97 6:00 P.M. obligations incurred in the agreement; that a successor in interest would either have to use the same site plan or obtain approval for a new one. Member Cardamone stated that such a process could take years. Member Patterson stated that the streets remain vacated even if nothing happens; that the City should take its rights back if no construction is undertaken after 5 or 10 years, which would be considerable leverage. Member Cardamone agreed. Member Patterson stated that the Developer has a concern for the lender; that her concern is the lender stepping into the place of the Developer; that a successor in interest should complete the development or lose the rights to the public property. Mr. Siemon stated that the draft agreement provides the right but not the obligation for the CRA to step in if the Developer defaults and the lender does not step in; that the lender would have to be reimbursed to take, title; however, the CRA could control the situation by finding a third party. Attorney Connolly stated that the issue should be analyzed in view of Zoning Code provisions; that the property will be conditionally rezoned from the current zoning to the C-CDB Zone District; that the conditional rezoning is in effect for two years; that the property comes back to the Commission for rezoning back to the original zoning if no building permit is pulled in two years, creating a risk to the property owner. Member Cardamone stated that a conditional street vacation could also be done. Attorney Connolly stated that a conditional street vacation has been discussed; that the condition would be pulling the full building permit. Member Patterson stated that the condition does not provide the necessary comfort level; that the conditional rezoning process may not be included in the new Land Development Regulations (LDRs). Attorney Schenk stated that this project will be approved under the existing Zoning Code. Member Cardamone asked for clarification of a conditional street vacation. Attorney Schenk stated that the street vacation would not be effective until a building permit is pulled for the project. Member Cardamone asked how long building permits are valid? Ms. Robinson stated that building permits are good for six months and an extension can be obtained. Attorney Connolly stated that delay is dangerous. Member Cardamone asked if the streets return to the City if the building permit is not pulled? Attorney Connolly stated that the streets never leave City ownership if the building permit is not pulled; that the street remains a public right-of-way until such time as the condition occurs; that when the building permit is pulled, a notice is placed in the public record that the building permit was pulled and the conditional street vacation has occurred. Member Patterson asked the costs of pulling a complete building permit? Attorney Connolly stated that complete site and development plans are required. City Manager Sollenberger stated that substantial dollars will be invested to get to the point of obtaining a building permit; that the building permit is also a substantial sum. Mr. Siemon stated that the costs include acquisition costs of $3.1 million plus $.5 to $1 million for construction drawings. Member Cardamone stated that success depends on the economy, the financial strength of the Developer if the economy takes a downturn, etc., which cannot be controlled. Mr. Siemon stated that the Developer has a significant economic incentive to move forward. ISSUE: Conditions precedent not satisfied Mr. Siemon stated that the draft document includes a provision that the Developer would be entitled to recover out-of-pocket expenses incurred between July 24, 1997, and the date the condition precedents fail in the event the conditions precedent to closing are not satisfied, e.g., if the zoning is not satisfied; that the Developer will be making expenditures in reliance upon representation made by the CRA and an expectation that zoning and other condition precedents will be accomplished. ISSUE: Expenses in addition to purchase price BOOK 1 Page 429 10/15/97 6:00 P.M. BOOK 1 Page 430 10/15/97 6:00 P.M. Mr. Siemon stated that the price offered in the draft document reflects the amount proposed in the original proposal of the Developer; however, the CRA or City will have incurred additional expenses including the cost of a traffic study and costs associated with the community design charette, preparation of the RFQ and consultant fees; that the Developer did not offer to cover the costs of these additional expenses. Vice Chairman Dupree asked the position of the Developer regarding the cost of the traffic study and attorneys' and consultants' fees. Attorney Tarkow stated that the Developer is pleased to pay its own attorneys' fees; that neither the RFQ nor the RFP mentioned reimbursement of the City's or the CRA's expenses relating to efforts in promoting and marketing the property for redevelopment; that the Developer is not inclined to pay those expenses; that until a short while ago, the understanding was the project would not require extensive studies as concurrency was not an issue; that those expenses properly belong, in the view of the Developer, with the County or the CRA. Member Cardamone asked if the Developer will consider paying or sharing the consultants fees as the Developer will receive an outparcel which was not part of the original consideration. Attorney Tarkow stated that the offer will be taken under advisement; that an affirmative answer could be better anticipated if Siemon, Larson and Marsh (SL&M) will donate a substantial portion of their fees toward community improvement projects. Member Cardamone stated that a substantial commitment has been made in agreeing to reimburse out of pocket expenses up to $250,000 if concurrency requirements cannot be satisfied, which causes concern. Attorney Tarkow asked the costs involved. City Manager Sollenberger stated that the traffic study is $26,000, which is a normal developer expense. Member Patterson stated that the cost of the traffic study should be borne by the Developer; that the traffic study was done as an accommodation to the Developer to move the project forward; that requiring reimbursement of attorneys' fees is another issue; that the inclusion of the additional parcel was not stipulated in the RFQ or RFP; that the status and value of the additional parcel is not known. Chairman Pillot stated that support is offered for requesting reimbursement of the $26,000 as this expense is a normal developer cost. Attorney Takow stated that reimbursement may be acceptable if all other details can be worked out and closing on the property goes forward. ISSUE: Inclusion of the outparcel Mr. Siemon stated that an inadvertent ambiguity exists concerning the outparcel lying to the east of Cocoanut Avenue; that the draft document includes the outparcel as part of the property to be acquired; that the outparcel is included in the $3.1 million appraisal, which was made available to bidders; that the outparcel is referenced in some descriptions and not in others; that the RFP did not reference the specific price but did indicate the County's expectation that the property would be sold for fair market value, which was appraised at approximately $3.1 million; that $3.1 million was not established as the purchase price; that bidders were requested to offer a purchase price. ISSUE: Contribution to the Players' Theater, Inc. (PTI) Mr. Siemon stated that the Developer made a commitment to certain community contributions of $1 million and certain allocations, one of which is to PTI; that the terms and conditions of the PTI allocation is between the Developer and PTI; that the City's and the CRA's interest is the Developer honoring the commitment made publicly for community contributions of $1 million; that the draft document reserves $500,000 for PTI for a new facility or for renovation; that PTI must produce a plan for renovation or development for review and acceptance by the Developer and viable funding for the plan; that PTI has written requesting payment of the $500,000 up front rather than as the last funding allocation. Chairman Pillot stated that PTI has requested at a minimum that $250,000 be paid at closing of the Mission Harbor Property and $250,000 at the completion of Phase I of the project or commencement of the renovation of PTI, whichever occurs first. Member Cardamone stated that PTI has also indicated that the proposed condition providing for Developer review and approval of the renovation plans is unacceptable. Mr. Siemon stated that the Developer has previously agreed to a shared parking agreement which was inadvertently left out of the draft document; that a Clause will be added providing for an enforcement procedure, a breach of which will be enforceable between PTI and the Developer without the involvement of the City or the CRA; that the agreement will also include a shared parking arrangement allowing for use by PTI patrons; that the clause has BOOK 1 Page 431 10/15/97 6:00 P.M. BOOK 1 Page 432 10/15/97 6:00 P.M. two provisions: the reservation of a pad on the property for relocation or the provision for an agreement, including a shared parking arrangement, if relocation is not the chosen option. Member Patterson stated that the proposed clause should be provided to PTI representatives. Mr. Siemon stated that copies will be provided to PTI and the CRA. Chairman Pillot stated that his acceptance will be based on the PTI's recommendation. Mr. Siemon stated that Eurther discussion should be delayed until review of the proposal by PTI. ISSUE: Reservation of concurrency capacity for the future Member Patterson stated that reservation of the concurrency capacity is being requested for the entirety of the project; however, the Developer has no obligation to complete more than 125 dwelling units. ISSUE: Shield from future increase in impact fees. Mr. Siemon stated that the Developer has asked to be shielded from future increases in impact fees. Member Patterson stated that she does not concuri that the City does not control the impact fees charged by the County; that under this proposal, the City not the Developer would be responsible for any increases in impact fees by the County; that the Developer should be required to pay the same rate as any other developer if the City's water and sewer impact fees increase; that impact fees are probably based on those in effect when the site and development plan is filed. City Manager Sollenberger stated that no necessity is foreseen to increase the City's current water and sewer impact fees, established in 1988, to meet current obligations; therefore, the City's water and sewer impact fees should not be an issue. Member Patterson stated that offering a guarantee if the property is not build on within the next 10 years is not desired; that a guarantee on the City's impact fees for a period of time may be acceptable. Mr. Siemon stated that the provision only addresses the City's exactions. City Manager Sollenberger stated that a time limitation should be considered; that one piece of property cannot be exempted out of increases; therefore, the City will pay the difference if impact fees are increased. Member Patterson asked a reasonable period of time for a commitment and how long impact fees are anticipated to remain at the current level? William Hallisey, Acting Director of Public Works, came before the Commission and stated that the majority of the City's infrastructure for City's utilities systems is in place; that redevelopment is accommodated through existing infrastructure; that the City's impact fees have not been raised to encourage redevelopment; that the current rate structure is adequate to meet installation costs; that Staff envisions no need to increase impact fees for the next number of years unless a majority policy change occurs at the Commission level; that five years is a reasonable period of time. Member Patterson stated that a period of five years is acceptable. Vice Chairman Dupree stated that no exceptions to impact fees should be made even if exceptions can be made; that a number of pieces of property will be developed soon; that consistency will be required; that a large sum of money is involved. Chairman Pillot stated that a period of ten years appears acceptable to three Commissioners based on Staff's evaluation of the ability of the City to provide infrastructure. Member Cardamone agreed. Attorney Tarkow stated that 90 months after the closing date may be a possibility. Vice Chairman Dupree agreed, as long as the policy is extended on a consistent basis. Member Cardamone stated no, only if offered. Member Patterson asked the approximate amount of the impact fees. City Manager Sollenberger stated that the water and sewer impact fees are approximately $2,500 per unit. Member Patterson stated that the project has about 500 units, not including commercial; that the City will be writing a check for the difference in impact fees if untoreseen Circumstances develop; that five years is the maximum to which she will agree. BOOK 1 Page 433 10/15/97 6:00 P.M. BOOK 1 Page 434 10/15/97 6:00 P.M. City Manager Sollenberger stated that impact fees for large projects are calculated on the size of the meter rather than the number of units. Mr. Hallisey stated that the demand on the system determines the meter size which determines the impact fees; that this project will have a substantial number of credits available from previous uses; that impact fees for water and sewer will probably be in excess of $100,000; however, the credits will reduce that amount by 75 percent or more; that the estimate impact fees are for the total development, including the 500 units, retail, commercial, and restaurant uses. Member Patterson stated that the difference in impact fees of approximately $2,500 per unit for 500 single family homes compared to only $100,000 for multi-family is very large. Mr. Hallisey stated that the impact fees are based on the meter size, which is a standard calculation made for water service based on the demand on the system; that the formula is very complicated; that additional information could be provided. Chairman Pillot stated that three Commissioners agree to shield the Developer from increases in City impact fees for a period of 90 months following the closing date. 3. CITIZENS I INPUT (AGENDA ITEM III) #3 (3210) through #4 (0953) City Auditor and Clerk Robinson stated that the Commission's Rules of Procedure have changed; that citizens now have three minutes to speak instead of five. The following people came before the Commission: Robert Cook, 79 Arbor Oaks Drive, Treasurer and Member of the Board of Trustees of the Unity Church, stated that a letter was delivered to the Commission yesterday; that the Unity Church is planning a development on Cocoanut Avenue, east of Mission Harbor, which includes a high rise residential property and a living-learning center, envisioned to provide high technology, job training to residents in the community; that the project is a unity project, meaning more than just brick and mortar, and is a way to outreach to the neighborhood; that the Unity Church has been in the Rosemary District for more than 40 years and is seeking ways to impact the Rosemary District and Newtown; that the unemployment rate in Sarasota is low but is high in the district of which the Unity Church is a part; that a Unity Church book store, an art gallery, professional office space and a physical fitness and wellness center are envisioned; that the building will be a profit center for the Unity Church and will generate taxes for the City; that an endowment is being sought; that discussions have been held with the landowner to the north; that a major concern is the Renaissance project creates a wall in front of the Unity Church's planned development; that the issue of the wall will be addressed when the site plan is considered by the City; that something should be done about the wall so that the Unity Church community will retain some view of Sarasota Bay. Burt Bershon, 800 Cocoanut Avenue, Member of the Unity Church and Chairman of the Church's Vision Committee, stated that difficulties in communication with the Developer have been a concern; that two meetings have taken place, one formal and one informal; that the Unity Church wants to stay in the community, maintain a church, maintain a learning center and build a residential facility; that placing the Unity Church's facility behind the wall of the Renaissance project will be difficult; that some problems in the Unity Church's project design and building are foreseen; that shared parking is a concern; that the Unity Church's property is packed with cars on Saturdays night and Sunday afternoons; that no provision was seen in the draft document to address the parking concerns; that the Unity Church's project will also have a parking problem; that eminent domain seemed to be requested on property for which the Unity Church has been negotiating for the past several years; that the Developer's interest in the property was not previously known; that the Unity Church's project as developed over the past four or five years has revolved around the property; that the threat of eminent domain is a concern, possibly affecting financing and the availability of seed money. Chairman Pillot stated that support is offered for a specific written exemption from the possibility of eminent domain for the property for which the Unity Church is negotiating until and unless the Unity Church is no longer interested; that upon acquisition, the Unity Church will redevelop this property. Attorney Connolly stated that the properties listed by address in the draft document are those on which the Developer is requesting code enforcement action; that no listing of properties targeted for eminent domain is included. Wolf Weinhold, 2560 Fruitville Avenue congratulated the CRA on beginning to oversee the redevelopment of the northwest side of Sarasota, which is nice to see after 50 years; that a concern is the lack of an integrated, long-term infrastructure plan; that the County is about to saddle the City with a bill for at least $1 million for infrastructure upgrades through pricing demands on the Mission Harbor property, which at a purchase price of $3.1 million is three times the property's value on the private market; that the resulting zoning intensity is twice normally allowed by the City; that Mission Harbor is not the first in line in series of development projects, which include expansion plans BOOK 1 Page 435 10/15/97 6:00 P.M. BOOK 1 Page 436 10/15/97 6:00 P.M. for the Hyatt Hotel, the potential Ritz Carlton, and the Hanson Marina site; that development of the Mission Harbor site is number four on the priority list; that the potential development costs in the one-square-mile area amounts to over $300 million; that the probable off-site infrastructure costs would be about $150 million in outlying geographical areas; that the reality is the spending of approximately $150 million of public money to support this private redevelopment; that some of this money has already been spent as some sewer and water systems and road structures are in place; that giving one party concurrency exemptions creates a risk of losing the other projects; that parking is inadequate at the Quay; that the electric power and transmission grids date to the 1940s; that the cable television system dates to the 1970s; that no comprehensive vehicular transportation study considering all referenced development plans has been conducted; that over 10,000 vehicle transportation trips will be generated daily on a road already at Level of Service (LOS) D; that gridlock will result; that no one will purchase a $1 million condominium without vehicular access; that the CRA should consider: 1.an overlay district of the area west of Central Avenue, south of 17th Street, bounded by the Bayfront on the south and west, for a single comprehensive capital improvements plan requiring all projects over $1 million contribute to necessary infrastructure improvements; and 2.a swap with the County in which the City vacates 7th and 8th Streets in return for the County's contributing a 40- foot right-of-way for expansion of 6th Street, Cocoanut Avenue and U.S. 41, resolving all possible road expansions necessary for the next 50 years in the area, saving tens of millions of dollars. Ron Streibich, 2503 Davis Boulevard, was no longer present. David Christner, 4626 Country Manor, displayed a drawing of the Unity Church development project and stated that the concern is the wall created by the Renaissance project and the taking of the outparcel included in the draft document, for which the Developer has no use; that the Unity Church has been working on its development project for five years; that the Developer did not approach the Unity Church, the neighborhood, or members of the Community to discuss plans; that the Developer has indicated the Unity Church is in violation of City Codes, which is not the case; that the code enforcement Staff is doing a marvelous job; that violations, which can occur as the Unity Church is providing low cost housing, are immediately corrected; that the outparcel is very important to the Unity Çhurch's project and should not be given away; that the Uptown project is strongly supported. Member Patterson asked if the Unity Church plans to buy the outparcel? Mr. Christner stated yes; that all the other land used by the Unity Church has been purchased. Maryanne Shorin, 1800 Flower Drive, Trustee of the Players' Theater, Inc. (PTI) and City resident for the past 18 years, thanked the City of Sarasota for its continued support and consideration of the best interests of PTI and stated that PTI is a community institution, is entering its 68th season, is the oldest performing arts group in the City, has an audience of over 70,000 people annually, and has 750 volunteers who give over 55,000 hours of volunteer time annually; that several points of concern will be raised by the next speaker. Michael Judson, 2138 McClellan Parkway, Trustee of the PTI and City resident, thanked the City of Sarasota for its support and stated that PTI previously communicated some issues to the CRA in writing; that the issue of eminent domain seems to be resolved; that PTI has no agreement or relationship with the Developer; that a concern is the provision in the draft agreement providing for the Developer's approval of any proposed site plan for PTI; that PTI representatives have met with the Developer twice; that some potentials considered in the draft document such as the view corridors and the pedestrian overpass, which affect PTI's property rights are not necessarily accurate as the Developer has no agreement with PTI giving, for example, view corridors as large as demonstrated in the proposed project or the positioning of the pedestrian access; that PTI is not offering a position on those issues but wishes to alert the CRA; that the CRA has had considerable discussion about what will happen in 50 or 75 years; that PTI is an old institution and shares those concerns; that under the draft document the Developer is allowed to sell and assign part of the project; that the lenders can take over the project in the event of a default; therefore, some principles of community linkage in the RFQ and RFP should be included in the contract to assure incorporation in the site plan; that much of the assessment placing the Developer first in the selection process concerned community linkages; that the proposed shared- parking language is being seen for the first time; that a quick review reveals the proposal is a step in the right direction; that no numbers or location is specified which could be a concern; that specificity in location is important; that the parking should be free public parking and not resident parking; that PTI will have up-front expenses, i.e., hiring an architect, hiring a fund-raising consultant, developing a site plan; that the assumption was the Developer would wish to assist with and the gift would be staged to facilitate those requirements; that money is necessary to begin raising additional money. Chairman Pillot stated that the comments will be reviewed and discussed with the Developer. BOOK 1 Page 437 10/15/97 6:00 P.M. BOOK 1 Page 438 10/15/97 6:00 P.M. Frank Folsom Smith, 900 Alameda Lane (34234) Architect and proposer of the Uptown project for the Mission Harbor site, stated that he has been at this meeting for five hours and has some difficulty with the three-minute speaking time limit; and asked for consideration beyond three minutes. Chairman Pillot stated that a motion and an affirmative majority vote of the CRA would be required; that hearing no motion, the three-minute time limit will be enforced. Mr. Smith distributed a letter to the CRA and stated that the Folsom Group is still optimistic about the potential of the Mission Harbor site and is still willing to follow through on the offer to purchase the land by December 31, 1997, despite the doom and gloom voiced by Mr. Siemon, City Manager Sollenberger and Attorney Tarkow over the excessive price of the land, which gives pause, if the County does not extend the closing date and the City does not satisfactorily conclude negotiations with the Developer by next week; that the project's value will exceed $100 million, probably the largest venture ever undertaken in Sarasota; that the decision is not a simple one; that a project of this scope should have a big idea like the proposed Uptown project and the energy of a local commitment to pull the project off; and quoted from his letter as follows: Since the ranking of respondents on July 24th, it has been impossible for us to follow the progress of the negotiations since they were conducted outside of Sarasota. In the meantime, I have stayed busy working with the neighbors surrounding Mission Harbor on a series of projects. Mr. Smith stated that the Folsom Group has been working on a project with the Cocoanut Consortium and the Unity Church; that a townhouse and studio project is planned for occupancy this time next yeari and continued quoting from his letter as follows: And, yes, I have never lost sight of UPTOWN'S No. 1 design ranking and second respondent ranking by the CRA last July. To say that we would be ready, willing and able to enthusiastically commence negotiations with the CRA should the first-ranked respondent fail to reach an agreement by October 21st is an understatement. I passionately believe in the UPTOWN concept and the extraordinary benefits it would bring to Sarasota and the surrounding neighborhoods. Mr. Smith stated that going through a 90-day process and not working on and improving a plan flawed from the beginning and criticized by all five members of the CRA cannot be imagined; that 30 seconds were spent on that issue which will now be taken up at a later date after a contract is signed; that the design is the most essential part of the agreement and the essence of the RFP and the work done by the CRA; that developing the Mission Harbor site has been turned into a simple business and land deal; that not much has been heard about development; that the City appears to be giving away. the outparcel on May Lane and Florida Avenue which was not included in the Developer's purchase proposal but is very appropriate for the development proposed by the Unity Church and necessary for the Living and Life Learning Center; that many issues have not been addressed by the Developer and the consultants; that more discussion should occur; that giving away the land development rights on 40 acres of public property is like giving away tens of millions of dollars of potential private or public development and precludes the option of ever developing a hotel, conference center or a special arts facility; that the price as discerned during this negotiation has been extraordinary, that the concern is giving away the store. Reverend Donald Jackson, 800 Cocoanut Avenue, Senior Minister of the Unity Church, thanked the CRA for its diligence and time and efforts and stated that 83 days ago the difference between the proposals of the Developer and. the Folsom Group was a thread; that the major consideration appeared to be that the selected Developer could deliver sooner than the Folsom Group; that the selected Developer proposed 125 residential units immediately; however, no mention is made of the other units to bring the total units to 500; that the draft document is open-ended in that regard; that the commitment to get the phases completed in a reasonable amount of time is not discerned; that negotiations should continue; that the CRA is encouraged to insist a completion date for the entire project is provided; that Mr. Smith of the Folsom Group is a community player, is here to support the community, has worked with the community, has worked with the Rosemary District, and has worked with every project in Sarasota; that a meeting has been requested with the President of the Wynnton Group, Inc., but no response has been received; that an outside Developer refuses to come to meetings and sends representatives; that the President of the Wynnton Group, Inc. is not present to respond to questions which is a concern; that the City should reconsider and give the opportunity to the Folsom Group if the negotiations are not completed by the deadline established by the CRA and the County; that the Uptown project reflects the best interest of the community and is very user friendly; that Mr. Smith is committed to providing the community linkages which is not seen with the selected Developer; that the CRA is encouraged to reconsider the Uptown project if a future option develops due to a breakdown in negotiations. Patty Ann Snyder, 803 Goodrich Avenue, representing the Greater Downtown Neighborhood Action Team, stated that the area in question is part of the target area covered by the Weed and Seed BOOK 1 Page 439 10/15/97 6:00 P.M. BOOK 1 Page 440 10/15/97 6:00 P.M. Project and is, therefore, of considerable interest; that many issues have been discussed; that of greatest interest is the people-friendly aspect of the project; that many facilities in the area meet code requirements; however, many residents have a higher expectation; that the Developer indicated $300,000 was available in community contributions and may consider matching grant monies with property owners or community projects; that traffic travels the path of least resistance and, therefore, enters the areas around Gillespie Park and the Rosemary District, which is a major concern; that the impact of this project should be minimized; that streetscaping should be considered and should be nice but not overdone like some other areas; that trash is a problem in the downtown area; that neighboring residents frequently pick up trash at the Quick Stop on Orange Avenue; that these issues should be considered as part of the project; that the Developer should go into the surrounding neighborhoods and solicit the support and help of neighbors who will be impacted which could yield better results. 4. SUMMARY AND RECOMMENDATION- APPROVED THE AGREEMENT WITH THE WYNNTON GROUP, INC. IN PRINCIPLE WITH THE CHANGES AND CONDITIONS PRESENTED WITH A PROVISION FOR A 10-YEAR BUILD- OUT DATE WITH TWO 5-YEAR EXTENSIONS #4 (0940) through (2889) Charles Siemon, Siemon, Larson and Marsh (SLEM), and Michael Connolly, Attorney, City Attorney's Office, came before the CRA. Mr. Siemon stated that a series of issues have been discussed; that a general consensus on certain matters appears to have developed; that the CRA is requested to approve the agreement in principle subject to the Developer's acceptance of the following: Vacations of the right-of-way shall be conditioned on the issuance of a building permit for Phase I, which shall contain a minimum of 125 dwelling units provided that an easement will be made in advance of a building permit for site grading provisions subject to an obligation to clean up the property if the project is suspended or abandoned. Section 13.01(e) shall be revised to delete the reference to "all permits shall have been issued" and the resulting condition precedent would require the reasonable probability that all required permits will be issued. The view corridor provisions of Schedule 2 shall be modified to provide a 45-foot height limitation above the Federal Emergency Management Agency (FEMA) elevation with 90 feet for improvements or renovations to the Van Wezel Performing Arts Hall (VWPAH) or a successor facility and an additional second facility containing a fly tower and the view corridor limitations to be established on a tower-by-tower basis and the length of the easement to be 99 years. - The 6th Street and Cocoanut Avenue streetscaping and landscaping provisions shall provide for decorative lights, street trees of a quality comparable to other streetscaping projects in the City, and bicycle lanes; and the Developer will be extended an opportunity to review and comment on specific plans for those facilities, which will be installed in accordance with the schedule in the draft document. In the event the City is unable to satisfy the concurrency requirements specified in the agreement, the City would have the right to extend the closing date to September 30, 1998; and, if unable to satisfy the concurrency requirements at that time, the City would reimburse the Developer for out-of-pocket expenses up to $250,000. The eminent domain provisions shall be amended to eliminate property currently owned by the Unity Church and the Players' Theater, Inc. (PTI). Application for the pedestrian overpass across U.S. 41 shall be made within 6 months after closing on the property and the Developer shall commence construction of the overpass within 6 months after all permits and approvals, including the right to use either public or private property for location of the facility, are granted; and the word "public" shall be inserted before the description "pedestrian overpass" in the draft document. The purchase price shall be amended to include reimbursement for $26,000 for the traffic study assuming all other elements are agreeable. The City's impact fees shall be frozen for a period of 90 months after the date of closing. Commissioner Patterson asked if the impact fees referenced are for the specific development? Mr. Siemon stated yes; that such language will be included; that the language concerning other matters remains the same or as evidenced in the handout by the graylining. BOOK 1 Page 441 10/15/97 6:00 P.M. BOOK 1 Page 442 10/15/97 6:00 P.M. Attorney Connolly stated that agreement was also reached to delete Article 16: Arbitration; that the possibility of extending closing to September 30, 1998, is subject to the extension by the County of their closing date; that an agreement was reached to define the term "assist" as used in the draft document as not including litigation but rather the "reasonable efforts of the City"; that an understanding was reached to modify the public art language of Section 6.03 (d) (B) and Section 6.09 as follows: Section 6.03 (d) (B) (B) The Agency understands, agrees and supports that the Developer intends to satisfy the requirements of Sections 2-401 to 2-410 of the Sarasota City Code, the Public Art Program, by way of creative application of skill and taste according to aesthetic principles, to the architectural embellishment of buildings, structures and landscaped areas within the project as provided for in the Code, and that therefore, the Developer shall not be required to pay, in whole or in part, any funds for improvements to or respecting any public art. Section 6.09 Developer agrees and developer shall have no further obligation to reserve the pad on the Project Site for the new facility for PTI; provided however, that Developer agrees that - the proposed agreement with PTI will include a shared parking arrangement allowing for use by PTI patrons. Chairman Pillot stated that the purpose of Citizens' Input was to listen to and consider comments by the public; that the following modifications are suggested as a result of concerns raised by the public: 1. The Developer will agree to meet with PTI representatives to discuss unresolved issues raised in their written correspondence. 2. Assuming ownership of the outparcel to the Developer is confirmed on closing, the Developer is requested to consider transferring ownership as a gift or with compensation agreed upon by parties to Unity Church which has a direct, documented need for the property. Chairman Pillot stated that a consensus has been reached to include the first suggested modification; that the Unity Church's expansion projects for the betterment of the Church and the community directly involve the outparcel, which may be of substantially more benefit to the Unity Church than the Developer. Member Cardamone stated that the second suggested modification will be considered. Member Patterson stated that the situation involving the outparcel has been confusing; that the question is whether the Developer is entitled to the outparcel as part of the purchase price or not; that a comfort level does not exist to require a donation of the land to the Unity Church if the Developer is entitled to the outparcel; that her understanding is the Unity Church is prepared to pay for the outparcel; that the suggested modification to undertake discussions over a potential purchase or volunteer donation is a concern; that if the CRA has the power to agree or disagree to a contractual agreement regarding the outparcel, exercising the power would be tantamount to the CRA's making a donation to the Unity Church as the CRA should be pursuing a purchase price either for the County or the City; that objecting to a provision for a voluntary donation is difficult and may be constructive. Chairman Pillot stated that the suggested modification is for a voluntary action by the Developer; that the first stipulation was once ownership, about which any remaining doubts are not known, is confirmed; that the suggestion is for the Developer to consider transferring the outparcel to the Unity Church either as a gift or, if not possible, at an agreed upon compensation; that the intent was the transfer, if at all, would be totally voluntary; that the Developer has a right to decide and could explain to the Unity Church that transferring title is not possible; that no pressure is intended but only a request for the Developer to sit down and talk about the possibility; that the Unity Church's Senior Minister has requested to address the CRA; that hearing no objections, the Senior Minister is requested to come before the CRA. Reverend Donald Jackson, 800 Cocoanut Avenue, Senior Minister of the Unity Church, came before the CRA and stated that the Unity Church does not expect the Developer to donate the outparcel; that the request is the Developer step aside and give the Church an opportunity to purchase the outparcel, which is contiguous to the land the Church wishes to develop; that the outparcel is very important to the entire project. Vice Chairman Dupree stated that the language suggested by the Unity Church is acceptable; that whether the outparcel is part of the Mission Harbor agreement is still to be determined. Chairman Pillot stated that no suggestion as to the outcome of discussions between the Developer and the Church is being made, only that discussions occur. Member Cardamone stated that the Developer will probably be willing to discuss the outparcel with any entity; that her BOOK 1 Page 443 10/15/97 6:00 P.M. BOOK 1 Page 444 10/15/97 6:00 P.M. understanding is that the outparcel is part of the deal, which could be wrong; that the suggested modification engenders no strong feelings. Chairman Pillot stated that hearing no objections, the suggested modification will be included. Member Patterson stated that the design issue is still a concerni that the recommendation to the CRA was control would be exercised through the site and development plan process; and asked if the $250,000 would be owed the Developer if the site and development plan is not approved and the Developer will not change the plan? Mr. Siemon stated noi that the $250,000 is owed if concurrency requirements are not satisfied; that the review and approval of the site plan subject to code requirements is a condition precedent and closing on the property will not occur if the site plan is not approved. Member Patterson asked if the Developer's understanding is the same? Attorney Tarkow stated yes. Member Patterson stated that the Developer is taking a substantial risk on that item. Mr. Siemon stated yes; that the drawings presented in the model assume the inclusion of the PTI property. Attorney Tarkow stated that is correct. Member Patterson stated that acceptance of the model does not mean acceptance of the development plan. Mr. Siemon stated that the model is a concept plan describing the general program and the specification of uses, not a site plan for which application must be made. Member Cardamone stated that deliberations on the site plan may be quasi-judicial and competent and substantial evidence may be required; that concern about the appearance of a wall has been expressed by all five members of the CRA; that more creativity should be exercised; that tall buildings, if at all, are preferred on the front rather than on the pathways to the Rosemary District; that linkage to the adjacent low-rise neighborhood is desired but will be difficult to define and incorporate into a contract; that the development must be sensitive to the entire area. Mr. Siemon stated that the best articulation is the Principles for Guiding Development in the RFQ and RFP which can be referenced in an agreement. Vice Chairman Dupree stated that deferring the design issue is a concern, although delaying consideration to the site plan is understood; that the site plan should reflect a more community- friendly design rather than one which cuts the community off. Member Patterson stated that the Developer is concerned about the view corridors on its propertyi that the quasi-judicial nature of the approval of a site and development plan is a concern; that any development behind Mission Harbor should be able to get a glimpse of Sarasota Bay; and asked if the CRA would have the prerogative to reject a site plan which cuts off the entire view corridors of a possible development behind Mission Harbor and stated that, if not, some prerogative should be built in. Mr. Siemon stated that advice on site plan approval and a conditional rezoning not yet submitted cannot be given; that a determination by the CRA to reject a site plan or to condition approval on certain modifications should have a reasonable basis; that provisions of the Rosemary District Plan, the Community Redevelopment Plan, the Comprehensive Plan, and the other instruments which define the linkages and the interrelation of neighborhoods should provide a basis. Member Patterson stated that the application to a high rise building behind Mission Harbor of the same height as the proposed development is not understood. Mr. Siemon stated that the walling off issue has involved three different concepts: 1. Walling off the project from the adjacent neighborhood and the Rosemary District - The Principles for Guiding Development specifically indicate the unacceptability of constructing a wall, either a physical wall or high rise buildings, along Cocoanut Avenue to isolate the development from the neighborhood. 2. Walling off and obscuring views The illustrative designs in the RFQ included windows for pedestrian movement and visual windows through the project. 3. Wall-like effect along Tamiami Trail. Mr. Siemon stated that all the above are a concern and will be considered in judging the final site plan; that the Principles for Guiding Development which focused attention on those issues are good criteria on which to base judgment. Chairman Pillot asked if the recommendation is to approve the agreement in principle subject to all the changes and conditions resulting from this meeting? BOOK 1 Page 445 10/15/97 6:00 P.M. BOOK 1 Page 446 10/15/97 6:00 P.M. Mr. Siemon stated that is correct; that the agreement as conditioned reflects the elements of the proposal submitted by the Developer and on which the initial ranking was based. Chairman Pillot asked the Administration's recommendation. City Manager Sollenberger stated that the Administration is in agreement with the recommendation as presented. On motion of Member Cardamone and second of Member Patterson, it moved to approve the agreement between the CRA and the Wynnton Group, Inc., in principle as presented and modified and as recommended by the City Manager. Vice Chairman Dupree stated that establishing a completion date for the entire development would be wise and should be considered. Mr. Siemon stated that whatever condition felt appropriate by the CRA can be raised. Vice Chairman Dupree stated that a tentative completion date would be appropriate. Mr. Siemon stated that a build-out date, or the last date by which the development is to be completed, can be considered. Attorney Tarkow stated that establishing a build-out date has been discussed; that a commitment for completion of the entire development could not be given; that the project is significant and much will depend on the economic success of Phase I in a local market sense; that in a broader market sense, the continued vitality of the economy at large in Florida and in Sarasota will be a factor; that market conditions cannot be guaranteed; that completion of the entire project will be dictated by the market; that holding productive land idle is not desired by any developer. Member Patterson stated that the proposal was selected as the development of middle-class residential uses was desired in the area; that the best redevelopment thrust the City could make is to bring purchasing and people power into the area; that 125 units in exchange for perpetual limitations on what can be built is not a good trade; that more in terms of a residential commitment is desired; that the City has seen many developments fail with borrowed money with the result that the land goes back on the market at a lower price; that the Mission Harbor property is on the market for that reason. On motion of Member Patterson and second of Vice Chairman Dupree, it was moved to amend the motion to add the principle of achieving a build-out of at least 250 units of the quality described within 10 years from the closing date. Attorney Tarkow stated that the original drait documents provided for an end date by which the project had to be completed; that the Developer was unwilling to provide that assurance; that any condition can be imposed; however, the condition will be unmet if the market does not support the condition. Member Cardamone stated that the amendment is a concern; that the Developer probably cannot afford. to operate the property with 125 units; that the presumption is Phase II will be comprised of the rest of the units. Attorney Tarkow stated that the statement that the purchase price is not supportable by Phase I is true; that the Developer would not be at this point if the intent was to develop a minimum number of residential units. Member Cardamone stated that buyers of expensive condominiums will not sit through 10 years of construction. Attorney Tarkow stated that the intent, but not the obligation, is to construct the entire project in two phases; that the agreement provides for construction in two or more phases; that Phase I will be a residential project of not less than 125 units with appropriate amenities; that the market may dictate restaurant, retail and office development as the second phase; that Phase II may be announced before the completion of Phase I. Member Cardamone stated that the amendment will not be supported. Chairman Pillot asked the sanctions available if imposed conditions are not met? Attorney Connolly stated that the City Attorney could be authorized to go to court and file an action for specific performance of the contract if the requisite number of units are not constructed by an established build-out date; that the likelihood of an award of specific performance and what would be accomplished is beyond his ability to predict; that the value of a court order for construction of an additional 125 units which would sit empty is not known. Member Patterson stated that the view corridors negotiated away are gone forever; however, the 125 units could be constructed and the balance of the property marketed; and asked for a suggestion for surety. Mr. Siemon stated that winning a court order for additional future conditions may be a hollow victoryi that a long-term financial security for 10 years may not be reasonable. Member Patterson asked if the restrictions on the view corridor could be terminated if a minimum number of units were not built? BOOK 1 Page 447 10/15/97 6:00 P.M. BOOK 1 Page 448 10/15/97 6:00 P.M. Mr. Siemon stated no, unless such provision is part of the agreement; that the restrictions are on a tower-by-tower basis sO limitations are in place. Vice Chairman Dupree stated that positive considerations are preferred; that if the market is good, a build-out could be achieved; that a condition could be to establish a tentative build-out date if the market continues to be good. Mr. Siemon stated that a 10-year build-out period could be established with an explicit provision for extensions in 5-year increments with a demonstration of continued interest and the lack of market support to meet the original 10-year deadline. Member Patterson stated that her suggestion was for 250 units. Mr. Siemon stated that the Developer gave no sign of considering such a provision. Member Patterson asked why a build-out date may be considered? Attorney Tarkow stated that the Developer did not indicate a build-out date would be considered. Mr. Siemon stated that a 10-year build-out date with the opportunity for two additional 5-year periods with a demonstration of legitimate reasons may be acceptable; that the Developer indicated the next phase may be non-residential if the residential market does not respond; that a time period with a possible roll- over was thought to be a solution; that provisions for extensions are not uncommon. Member Patterson stated that the suggestion is acceptable if agreeable to the seconder. Vice Chairman Dupree agreed. Chairman Pillot restated the amendment as to provide a 10-year build-out date with a provision for two 5-year extensions based upon a demonstration of the need; and asked if the Developer wishes to comment. Attorney Tarkow stated that he had no comment. Mr. Siemon stated that the condition is a reasonable sign of the CRA's expectations; that a large window of opportunity has been provided for the Developer to satisfy the conditions; that the Developer's internal discussions will be interesting. Member Patterson asked the grounds for extension? Mr. Siemon stated that the grounds would be the demonstration of market support and financability. Chairman Pillot called for a vote on the amendment. Motion carried unanimously (4 to 0) : Cardamone, yes; Dupree, yes; Patterson, yes; Pillot, yes. Chairman Pillot called for a vote on the main motion to accept the agreement between the CRA and the Wynnton Group, Inc., in principle with the changes and- conditions as explained and as amended by the provision for a 10-year build-out date with two 5- year extensions. Motion carried unanimously (4 to 0): Cardamone, yes; Dupree, yesi Patterson, yes; Pillot, yes. 5. ADJOURN (AGENDA ITEM IV) #4 (2889) There being no further business, Chairman Pillot adjourned the Community Redevelopment Agency special meeting of October 15, 1997, at 8:47 p.m. Rli /GENE PILLOT, CHAIRMAN ATTEST: Btl E Robensoi BILLYA EC ROBINSON, SECRETARY BOOK 1 Page 449 10/15/97 6:00 P.M.