MINUTES OF THE SPECIAL COMMUNITY REDEVELOPMENT AGENCY MEETING OF FEBRUARY 12, 2002, AT 3:00 P.M. PRESENT: Chair Carolyn J. Mason, Vice Chair Mary J. Quillin, Members Richard F. Martin, Lou Ann R. Palmer, and Mary Anne Servian, City Manager Michael A. McNees, Secretary Billy E. Robinson, and City Attorney Richard J. Taylor ABSENT: None PRESIDING: Chair Mason Chair Mason called the meeting of the Community Redevelopment Agency (CRA) to order at 3:01 p.m. Secretary Robinson gave the Invocation followed by the Pledge of Allegiance. 1. CHANGES TO THE ORDERS OF THE DAY - APPROVED #1 (0028) through (0085) CD 2:59 through 3:01 Secretary Robinson presented the following Changes to the Orders of the Day: A. Change the Orders to the Day by moving consideration of Item No. V, concerning status of progress of the Sarasota Renaissance Project, and Item No. VI, concerning issues related to the Agreement for Disposition and Development of Property between the City of Sarasota and the Community Redevelopment Agency and Palm Walk Group, L.L.L.P., to follow immediately the Approval of the Minutes per the request of Downtown Redevelopment Director Hartman B. Remove Item No. II, concerning establishment of a Community Redevelopment Advisory Board and Item No. III, concerning Bylaws for the Sarasota Community Redevelopment Advisory Board in order to be discussed at a Workshop scheduled for February 22, 2002 at 2:00 p.m. Chair Mason asked if the Commission had any objections to the Changes to the Orders of the Day? Chair Mason stated that hearing no objections, the Changes to the Orders of the Day are approved by unanimous consent. BOOK 2 Page 1101 02/12/02 3:00 P.M. BOOK 2 Page 1102 02/12/02 3:00 P.M. 2. APPROVAL RE: : MINUTES OF THE SPECIAL COMMUNITY REDEVELOPMENT AGENCY MEETING OF SEPTEMBER 28, 2001 APPROVED (AGENDA ITEM I) #1 (0085) through (0097) CD 3:01 through 3:02 Chair Mason asked if the CRA had any changes to the minutes? Chair Mason stated that hearing no changes, the minutes of the September 28, 2001, Special Meeting of the CRA are approved by unanimous consent. 3. PRESENTATION AND DISCUSSION RE: STATUS OF PROGRESS OF THE SARASOTA RENAISSANCE PROJECT (AGENDA ITEM II) #1 (0097) through (2692) CD 3:02 through 4:10 Robert Fournier, Attorney, City Attorney's Office, came before the CRA and stated that representatives of the Sarasota Renaissance Limited Partnership and Sarasota Renaissance II Limited Partnership will make a presentation concerning the status of progress of the Sarasota Renaissance Project (Sarasota Renaissance); that the Commission previously approved a subdivision plat which divided the plat into six separate lots on which the following construction was planned or which are located as follows: Planned Construction/Location of Site lot one site of the condominium tower lot two site of the recently approved Holiday Inn Express lot three located on the north side of Boulevard of the Arts and the west side of Cocoanut Avenue lot four located on the east side of Cocoanut Avenue extending to May Lane lot five located at the interior of the Renaissance Project site lot six site of the North Tower, also known as Residential Phase II Attorney Fournier stated that representatives of the Holiday Inn Express came before the Commission at the December 17, 2001, Regular Commission meeting, at which time the Commission raised concerns regarding the changes to the originally submitted site plan; that an application is pending for a replat for lots three and four to divide the lots into 16 separate lots; that Staff reviewed the requested replat superimposed over the currently approved site plan and concluded the replat is inconsistent with the original site plan; therefore, a rezoning amendment will be required as was the case with the Holiday Inn Express as the deviations are significant; that Staff met with the developers, who agreed to file a rezoning amendment application with a site plan encompassing lots three and four; that the City and developer wished to avoid processing 16 separate requests for each of the 16 lots; that an agreement was reached for the developer to file one site plan for all 16 lots, which was a positive development; that approval of the site plan will be written to allow only limited flexibility; that four agreements will apply to the development of the site if the site plan is approved: the Interlocal Agreement with Sarasota County dated 1996 the Agreement for Disposition and Development of Property called the Disposition Agreement to which the CRA is a party - the Development Agreement the Implementation Agreement Attorney Fournier stated that the currently approved site plan applies to the entire site; that the term of the Disposition Agreement is ten years, commencing with the date the Wynnton Group acquired the property which was April 1998; that the Disposition Agreement runs for ten years with a possibility of two five-year extensions, provided the development is being diligently pursued but cannot be completed due to economic or market conditions; that the first term of the Disposition Agreement will be completed in April 2008; that the term of the Development Agreement is ten years as well. Chair Mason asked for clarification of the location of lots three, four, five and six. Attorney Fournier stated that lot three is on the north side of Boulevard of the Arts and extends to the west side of Cocoanut Avenue; that lot four is on the west side of Cocoanut Avenue and extends to May Lane; that lot five is an interior lot adjacent to lots three and four on the south side; that lot six is the site of the future North Tower. BOOK 2 Page 1103 02/12/02 3:00 P.M. BOOK 2 Page 1104 02/12/02 3:00 P.M. Vice Chair Quillin asked if the developers wish to subdivide lots three and four? Attorney Fournier stated yes; that the preference is not to receive a rezoning request for each lot; and referred to a map displayed on the Chamber monitors indicating the locations of lots three and four. William Merrill, Attorney, Icard, Merrill, Cullis, Tim, Furen & Ginsburg, representing the Sarasota Renaissance Limited Partnership and Sarasota Renaissance II Limited Partnership, John Creech, Vice President, Chris Cobbs, Vice President, and Ken Klebanoff, Architect, the Wynnton Group, Inc. (Wynnton Group), developers of the Sarasota Renaissance, came before the CRA. Attorney Merrill stated that the Commission expressed concerns at the December 17, 2002, Regular Commission meeting as to if the Wynnton Group has followed the approved site plan and will fulfill the obligations of the four agreements with the City; that the Sarasota Renaissance intends to fulfill all the agreements; that the Sarasota Renaissance is proceeding in the right direction. Mr. Creech stated that the presentation is to: 1) update the CRA, 2) discuss the future prospects of the Sarasota Renaissance, and 3) address a December 18, 2001, Sarasota Herald-Tribune article regarding the agreements between the Wynnton Group and the City; that in 1998, the City was interested in developing the site of the Sarasota Renaissance as a catalyst for the redevelopment of North Tamiami Trail; that the Wynnton Group was selected as the developer of the site and paid all costs and assumed all developmental risks of the site; that the Disposition Agreement is for ten years with two five- year extension options; that the Wynnton Group sought no financial assistance from the City such as tax increment financing (TIF) funds, tax concessions or bond financing; that the development has been successful; that 138 units of 244 units were under contract for sale as of February 2002; that the Wynnton Group is a good corporate citizen supporting community events and donating to community organizations such as the Players Theater, Inc., New College of Florida, the Ringling School of Art and Design, the Sarasota Housing Authority, Arts Day, and the Arts Council; that the Wynnton Group has contributed approximately $1 million to the community; that the Wynnton Group and the City have not been able to foster a positive relationship; that a recent Sarasota Herald-Tribune article which indicated promises were broken was disappointing; that the Wynnton Group has not broken any promises; that every agreement the Wynnton Group has with the City is a promise to develop the site; that the article in the Sarasota Herald-Tribune is damaging to the Wynnton Group; that the Wynnton Group is proud of accomplishments undertaken and is committed to open communication and cooperation with the City; that the support received from the City to date is appreciated. Attorney Merrill referred to the original site plan displayed on the Chamber monitors and stated that the Sarasota Renaissance is committed to open communication with the Cityi that the original site plan was modified as the Florida Department of Transportation (FDOT) did not approve the originally proposed traffic access points near the intersections of Boulevard of the Arts and North Tamiami Trail; that in 1998, the developers therefore sought and received approval of a modification under the previous Zoning Code (1981 as amended) which is the currently approved site plan with the exception of the changes made for the Holiday Inn Express. Chair Mason ask if the May Lane entrance is on the west side of Cocoanut Avenue? Attorney Merrill stated yes; referred to the site plan overlay on the Chamber monitors; indicated lots three and four which will be subdivided and sold to individuals if the plat is approved; and stated that buyers are interested in purchasing townhouses with garages, retail office, or retail with a residence, which will be the final developed usés permitted. Mr. Cobbs referred to a rendering of the development displayed on the Chamber monitors, and stated that the approved site plan and the construction of the project are identical; that the Wynnton Group completed all contractual requirements successfully; that the Wynnton Group is interested in BOOK 2 Page 1105 02/12/02 3:00 P.M. BOOK 2 Page 1106 02/12/02 3:00 P.M. revitalizing the area and making the area pleasing; that the original site plan was for a three-story parking garage which extended through the eastern part of the site; that the site plan was revised in 1998 to the current plan; that the uses were kept the same, i.e., mixed-use, esidential/retail, that street- front parking along Boulevard of the Arts and Cocoanut Avenue was not granted in the revision; that the streetfront parking restriction will not benefit retail stores; that another plan with townhouses was developed which is the reason for proposing a subdivision of the lots. Mr. Cobbs referred to an elevation diagram of the original site plan from Boulevard of the Arts displayed on the Chamber monitors and stated that the revised plans shift the hotel to the west and replace the garage with a row of common-wall townhouse structures; that the evolution of the development plan has resulted in a residential-frienaly environment; that the development is considered mixed-use and new urbanist in design with improved access to the site; that the next phase of the development is the hotel; that the plan is to subdivide the lots into 15 exterior lots and one interior lot on May Lane; that the proposal is to construct two- and three-story work-live townhomes; that the intention is to construct as many two- and three-story townhomes as possible; that one construction firm will be engaged for the site. Attorney Merrill stated that a comparison of the original plan which included a three-story parking garage with storefronts to the current plan reveals the project has evolved into a more pedestrian-friendly area; that residents will appreciate the current plan; that the site connects to the Rosemary District. Mr. Cobbs referred to drawings of the elevations of the structures on Boulevard of the Arts and May Lane displayed on the Chamber monitors and stated that the developer wishes flexibility in building height; that all the structures will have yards and garages; that the sizes of roofs may vary slightly. Attorney Merrill stated that the developer has abided by all agreements with the City and has met the demands of the site plan; that the development is oriented toward new urbanism concepts; that Wynnton Group is a good partner with the City. Chair Mason thanked the representatives of the Wynnton Group for the presentation. Vice Chair Quillin stated that the development site is in her former neighborhood; that the project is well understood; that the development is a good project; however, changes have been made; that the neighborhood did not know of the changes; that communication between the developers and the neighborhood has been a problem; that the originally approved site plan included apartments; that the Tower Apartments are now condominiums which provide a different balance economically to the City; that interfacing the project with the neighborhood was anticipated with the hope of avoiding the necessity of a gated neighborhood; that the mixed-use development proposal does not interface with the neighborhood; that parking for retail is not provided with the mixed-use development proposal; that the developers and the City agreed bus service would be provided to the site; however, bus service is not provided in the current plan; that bus service at the site would be beneficial to the neighborhood and the community; that the original agreement contemplated interaction of the development with the neighborhood; that any changes in the agreements must be reviewed by the CRA; that one change in the agreement between the developer and the City is the View Corridor Agreement; that changes in the building design have negatively impacted the City; and asked if the developer is planning to subdivide lot six? Attorney Merrill stated yes. Vice Chair Quillin asked the location of the parking at the site? Attorney Merrill stated that all parking will be behind the buildings as no street parking is available. Vice Chair Quillin stated that 20 and 35 foot lots result in a requirement for three parking spaces which means the project is not interfacing with the neighborhood. BOOK 2 Page 1107 02/12/02 3:00 P.M. BOOK 2 Page 1108 02/12/02 3:00 P.M. Mr. Klebanoff referred to the rendering of the Sarasota Renaissance project and stated that the Wynnton Group is limited as to the types of retail being sought due to the parking restrictions; that currently, four parking spaces are available per lot; that 55 parking spaces are available east in the Phase I parking garage; that additional upgrade parking is contemplated for the north site. Vice Chair Quillin asked if any of the parking is for the hotel? Attorney Merrill stated yes, but not any of the 55 spaces. Vice Chair Quillin stated that retailers will be discouraged from moving into the retail space due to shared parking unless a shared parking agreement is developed. Attorney Merrill stated that the project has become more difficult due to the lack of on-street parking; that the CRA or the Commission should reconsider the on-street parking situation, especially on Cocoanut Avenue; that on-street parking is desirable and will make the retail uses more successful; that the final project will be a mix of residential and retail/office uses; however, the retail uses will not be a high demand retail use due to the lack of on-street parking. Vice Chair Quillin stated that the success of the retail uses will be more difficult due to the lack of on-street parking as retailers require more than three parking spaces to pay rent or a mortgage; that the original agreements with the City had a parking garage or an extension of the existing parking garage. Member Palmer stated that the parking required for the retail uses and/or lot subdivisions rely on shared parking with areas not part of the replat. Member Palmer asked if lots three and four will be contingent on parking requirements for lots five and six? Mr. Klebanoff stated no; that the parking space for lots three and four are already determined. Attorney Merrill stated that an additional 30 spaces are available within the southern half of the development. Member Palmer stated that the additional 30 spaces are not part of the replat and thus must be part of a shared parking agreement. Attorney Merrill agreed. Member Palmer stated the entire project has been presented to the CRA; that as the process moves forward, all the project phases must be coordinated; and asked for clarification of the project phasing plans. Mr. Creech stated that the next phase will be the development of the lots on Cocoanut Avenue and Boulevard of the Arts, followed by the development of the lot on May Lane; that the development of the next tower depends on pre-sales; that the hope is to begin the process in nine months; that the second tower will be completed in 2003 or 2004; that most individuals are interested in small professional offices rather than retail use. Member Palmer stated that the Wynnton Group is moving toward the concepts of the City of Sarasota Downtown Master Plan 2020 (Downtown Master Plan 2020), which is promising; and asked the developer's plans for traffic concurrency. Attorney Merrill stated that a certificate of transportation concurrency has been received for the Sarasota Renaissance, which was not exempted from transportation concurrency requirements that the Sarasota Renaissance will be developed within the bounds of the project as approved. Member Palmer stated that the original project plan does not involve any reduction in traffic concurrency requirements; that the Sarasota Renaissance is not part of the Traffic Concurrency Exception Area (TCEA). . Attorney Merrill stated that is correct. Member Martin asked the status of the application to replat the lots? Attorney Merrill stated that the application was halted voluntarily until the site plan was completed. BOOK 2 Page 1109 02/12/02 3:00 P.M. BOOK 2 Page 1110 02/12/02 3:00 P.M. Member Servian thanked the representatives the wynnton Group for the presentation. Vice Chair Quillin asked if the developers participate in the Transportation Management Organization (TMO) ? Attorney Merrill stated no. Vice Chair Quillin stated that being a member of the TMO will be helpful to the developer especially during development of the transportation master plan for Downtown; and asked if lot six is being sold? Mr. Creech stated no; and continued that the development will provide affordable housing Downtown; that some units are currently being rented in the Renaissance apartment towers; that ownership of some units was transferred from the Wynnton Group to individuals as condominiums; that the only changes from apartments to condominiums are the upgrades; that the units were not changed from the original design except for 24 one-bedroom units converted into 12 two-bedroom units; that the developer converted the apartment towers into condominiums resulting in more affordable housing, reflecting positively on the City; that the most expensive unit in the towers is $600,000; that the least expensive is $100,000; that the average price is $275,000. Attorney Merrill stated that the decision to convert the apartments into condominiums does not change the building other than upgrades. Vice Chair Quillin stated that the developers' used the name of the Van Wezel Performing Arts Hall in advertising which is appreciated. Member Palmer stated that the word affordability is subjective; that $100,000 and $600,000 is not affordable to most people. Vice Chair Quillin stated that neighborhood residents will not be moving into the Sarasota Renaissance, which is the cause of the disparity; that the project is not interacting with the neighborhood. Mr. Cobbs stated that the developers are sensitive to the requirement to integrate the project with the neighborhood; that any changes made to the development were to promote interfacing with the rest of the neighborhood, to lower the scale, and to create gateways and porticos to the neighborhood; that garden areas have been provided throughout the site purposely to soften the edge of the development; that arcades were created along May Lane to promote pedestrian use and to introduce the public into the center of the site; that the changes to the original site plan were to address the specific concerns related to integration with the neighborhood. 4. PRESENTATION AND DISCUSSION RE: : ISSUES RELATED TO THE AGREEMENT FOR DISPOSITION AND DEVELOPMENT OF PROPERTY BETWEEN THE CITY AND SARASOTA AND THE COMMUNITY REDEVELOPMENT AGENCY AND PALM WALK GROUP, L.L.L.P. INSTRUCTED THE CITY ATTORNEY AND THE CRA'S SPECIAL LEGAL COUNSEL TO DRAFT AN AMENDMENT TO THE AGREEMENT REGARDING THE PALM WALK PROJECT EXTENDING THE DEADLINE FOR A PERIOD NOT TO EXCEED 45 DAYS AND INCORPORATING A PROVISION THE DEVELOPER PROVIDE ANY INFORMATION REQUIRED BY STAFF TO PROVIDE RECOMMENDATIONS TO THE CRA (AGENDA ITEM III) #1 (2692) through #3 (1117) CD 4:10 through 6:28 Karen Hartman, Director of Downtown Redevelopment, Department of Redevelopment and Development Services, and Michael Connolly, Attorney, City Attorney's Office, came before the CRA. Ms. Hartman stated that a brief overview and history of the Agreement for Disposition and Development for Property (Agreement) between the City, the CRA, and the Palm Walk Group, L.L.L.P. (Palm Walk), will be presented; that the Agreement was the result of Request for Proposal (RFP) 01-3H; that the following items were completed: 1. A traffic impact study on August 16, 2001 2.2 A pre-application meeting with the Development Review Committee (DRC) to review the major issues on September 5, 2001 3. A neighborhood meeting on December 4, 2001 4. The December 19, 2001, DRC meeting attended by the developer to obtain site plan approval. BOOK 2 Page 1111 02/12/02 3:00 P.M. BOOK 2 Page 1112 02/12/02 3:00 P.M. Ms. Hartman stated that in accordance with the Agreement, the design development plans and specifications should have been submitted on December 26, 2001; however, the developer requested a meeting with the CRA; that the design development plans and specifications including conceptual plans, the site plan, and general construction specifications, all in sufficient detail to demonstrate contormance of the project with the developer proposal, were scheduled for submission to the CRA for review and approval by December 26, 2001; that the developer was unable to submit the required plans and specifications by the established date; therefore, in accordance with the terms of the Agreement, the Administration in compliance with the terms of notification filed a notice of default, which was sent to the developer on December 28, 2001; that the developer had 60 days from the date of December 26, 2001, to cure the default by providing the required plans and specifications; that the developer will outline requested amendments to the Agreement; and continued that Staff and the developer have resolved the following issues: 1. The east-west alley was posted westbound. 2. The north-south alley was posted southbound. 3. The western terminus of the east-west alley was reconfigured to meet First Street instead of Cocoanut Avenue. Palm Walk will verify adequate room is available to reconstruct the intersection based upon the placement of the existing building on the adjoining property to the north. 4. Retail space will be Elood-proofed; therefore, Palm Walk proposes a slight rise in the sidewalk elevation. 5. The Palm Walk Avenue drop-off will have two lanes rather than one. Ms. Hartman stated that the following issues remain unresolved: 1. The developer will study ways of widening the sidewalk along the Palm Avenue frontage and extending the Cocoanut Avenue sidewalk to the 1st Street intersection. 2. The developer will provide turning diagrams for each approach to the two alleys that bound the property. 3. City Staff will confer with the Fire Marshall the proposed routing for emergency vehicles. Staff prefers locating the fire connections on either street frontage rather in the back of the building. 4. Staff will report back concerning the idea of separating the Palm Avenue drop-off from the travel lane by using bollards or raised planters. 5. The developer will submit a map to the City Attorney's Office highlighting the area subject to the proposed Encroachment Agreement, after which another meeting will be held with the developer. Ms. Hartman continued that the salient points of the project are: 1. 72 residential dwelling units 2. 72 high quality boutique hotel rooms 3.. 90,000 square feet of office, retail, restaurant, floor area with discussion indicating the inclusion of possible theater or club/banquet facility 4. Off-street parking 5. A central waste collection and storage facility for the use of properties abutting Main Street and the alley behind the Opera Ms. Hartman stated further that the City was to receive at least 450 parking spaces in return for the conveyance of 2.25 acres in fee simple to Palm Walk; that the Agreement provided for a shared parking arrangement on the net operating income from 375 of the 450 parking spaces; that the contractual parking is 450 public parking spaces; that 15 on-street parking spaces are required by the Agreement but cannot be counted toward the contractual parking; that the required parking for all uses in the proposed development is 853 parking spaces for the amount of hotel, condominium, and retail uses; that a review of the site plan indicated a shortfall of 76 parking spaces; that the developer will be presenting a methodology for a shared parking agreement; that the developer will be requesting: 1. Conduit and other financing, including approximately $2.8 million of Section 8 Community Development Block Grant (CDBG) funds, $3 million in tax increment financing (TIF) bonds, which is the amount the project would generate to bond, and use of the $450,000 in project impact fees for the project in addition to the estimated $2 million in improvements for which the BOOK 2 Page 1113 02/12/02 3:00 P.M. BOOK 2 Page 1114 02/12/02 3:00 P.M. City is obligated in the Agreement, i.e., the alley, the streetscape, and the storeback improvements. 2. Contractual Amendments to include changing the deadline for the schematic submission from December 2001 to June 2002 and the deadline for applying for a foundation permit from March 2002 to September 2002. 3. Agreement the developer can enter into a shared- parking agreement for the shortfall of 76 parking spaces and discuss an approach for calculating the required parking spaces. Vice Chair Quillin stated that the $2 million for which the City is obligated will be generated from TIF funds; and asked the manner in which the City can also do a $3 million TIF bond? Ms. Hartman stated that the Agreement provides the City will share 50/50 on the net operating income from 350 parking spacesi that the shared revenue will help fund some of the City's $2 million obligation for improvements; that additionally, the hope is TIF funds can be of assistance. Vice Chair Quillin asked if information concerning the net operating income has been provided? Ms. Hartman stated no. Attorney Connolly clarified that no net operating income will likely be generated; that if any net operating income is received, the City will receive 100 percent of the net operating income for the first 20 years and 50 percent thereatter. Vice Chair Quillin stated that nonetheless no net operating income will be generated. Attorney Connolly stated that is correct. Vice Chair Quillin asked the manner in which $5 to $6 million in TIE funding can be committed if only $2 million in TIF funds will be generated annually? Attorney Connolly stated that the Agreement does not specify the CRA use TIF funds for the improvements but rather provides the CRA has an obligation to fund the streetscape improvements for Palm Avenue and the improvements for the Main Street alley and the Opera alley; that the City's liability to the developer if the City fails to fulfill the obligation is limited to 50 percent of the TIF-generated funds; that TIF funds are a source for recovery in the event of a lawsuit; however, no obligation exists to use TIF funds for the improvements. Vice Chair Quillin stated that TIF funds are a revenue source. Member Palmer asked if a pro-forma concerning the financial implications has been received from the developer? Ms. Hartman stated no. Member Palmer asked the costs and expenses? Ms. Hartman referred to a February 4, 2002, letter from Jeffrey Russell, legal representative for the developer, to the CRA members indicating the project costs as $43 million; and continued that the TIF revenues were projected at approximately $300,000 annually; that $300,000 in annual revenues allow bonding of approximately $3 million. Vice Chair Quillin asked the period of time for the bond? Ms. Hartman stated 15 years. City Manager McNees stated that providing a bond secured by TIF revenues to help fund the construction of a parking garage is a change from the RFP, which requires 50 percent of the TIF revenues be devoted to improvements. David Band, law firm of Abel, Band, Russell, Collier, Pitchford & Gordon, and Partner, Palm Walk Group, L.L.L.P. (Palm Walk), Bruce Franklin, President, ADP Group, Jeffrey Russell, law firm of Abel, Band, Russell, Collier, Pitchford & Gordon, and Piero Rivolta, President, Rivolta Group, and Partner, Palm Walk, came before the Commission. Mr. Band stated that work on the project has been continuing for nine months; that much has been written about the project; that having been in the business for 46 years, every contract, particularly a $43 million project, has a due diligence period; that nine months and over $300,000 has been spent to determine the feasibility of the project; that the contract with the City was entered in good faith; that during the due diligence period, the project has been evaluated from many aspects; however, a issue added by the City was the Easement agreement with the Opera; that negotiations concerning the Agreement between the City and the Opera have taken seven months but may now be BOOK 2 Page 1115 02/12/02 3:00 P.M. BOOK 2 Page 1116 02/12/02 3:00 P.M. completed; that at the same time, eight months was required to deal with preliminary architectural work, engineering studies, resolving financing issues, construction costs, marketing, cost analysis, and the project's economic feasibility; that the project is wonderful for Palm Walk, Palm Avenue, and the City; that the project will make Palm Avenue the Fifth Avenue of Sarasota. Mr. Band quoted an old saying as follows: "Don't fall in love with real estate and don't fall out of love with your wife"; and stated that both contingencies can be expensive; that considerable time has been spent on the project; that additional time will not be spent on a project which does not make economic sense; that certain issues are being presented to the Commission at this time; that the Agreement will be fulfilled as long as the project is economically feasible; that a $43 million project will not be started and subsequently not completed; that three issues have developed during the due diligence process: 1) time, 2) parking, and 3) financing. Mr. Franklin displayed renderings of the Palm Walk Project on the Chamber monitors and stated that the project is essentially the same as presented in the response to the RFP; that a pedestrian arcade will be constructed with 2,000 square feet of retail space, a ,500-square-foot restaurant which will anchor the end of the pedestrian experience along Palm Avenue, a porte- cochere for valet service or to drop off passengers, and a tall, open-space rotunda of approximately 5,000 square feet which will be available for events and art shows; that the rotunda will provide access to the condominium tower vestibule and concierge level; that additional office and retail space is provided off the rotunda; that direct access is provided to the alley, the banquet facility, and hallway access to the hotel off Cocoanut Avenue; that the rotunda serves as a distribution point for access to all the project's elements from the ground floor; that the second level has 25,000 square feet of office space; that the rotunda is open at the second level; that the ramp from Cocoanut Avenue provides direct access to the second-level parking allocated to the office uses; that 18 parking spaces will be utilized for valet parking; that parking is allocated to the condominium hotel units; that the condominium hotel units face Cocoanut Avenue; that public access to the parking begins at the third level; that the first level of the condominium hotel tower is called the club deck and has a pool, amenities, a club cabana, meeting rooms, and other amenities; that the condominium hotel will probably operate the amenities for the benefit of the residents and guests. Mr. Franklin displayed a rendering of the condominium hotel on the Chamber monitors and stated that in a condominium hotel, individual units are sold to owners who finance the acquisition and return the units to a mandatory rental pool which is managed by the operator as a hotel; that otherwise, a condominium hotel functions like a regular hotel; that the proposed condominium hotel has ten units per floor; that the units will be sold as five groups of two units; that the Longboat Key Club is an example of a condominium hotel; that a fundamental provision in the Agreement provides for the funding of certain improvements by the City, including burying utilities, eliminating mechanical appurtenances, and providing architectural treatment; that buy- in by the property owners and tenants is necessary; that a central waste collection and refuse management area will be provided. Mr. Franklin displayed an elevation view of the project on the Chamber monitors and stated that separate sections may have individual themes; that outdoor seating could be provided at some food outlets; that the landscape and hardscape treatment will include bollards to limit vehicular traffic at certain times of the day and to provide a pedestrian linkage between Palm and Pineapple Avenues; that the alley behind the Opera will be a gallery with a trellis to enhance pedestrian accessibility; that the mass and scale of the project is removed from the street through the use of step-backs, which is a central concept of the Downtown Master Plan 2020. Mr. Franklin distributed copies of a portion of the Agreement; and stated that the intent is not to receive CRA approval to specifics but rather for the CRA to reaffirm the commitment to shared parking as an integral component of the project; that the site plan has been filed and is being processed through the development review process; and quoted Section 3.01, Regulatory Process and Construction, from the Agreement as follows: (b) The City agrees that the mixed use character of the Project represents a unique development and that the City will consider the concept of shared parking in accordance with the requirements of local and state law. BOOK 2 Page 1117 02/12/02 3:00 P.M. BOOK 2 Page 1118 02/12/02 3:00 P.M. Mr. Franklin stated that State law does not apply; however, local law does apply and quoted Section VII-206, Zoning Code (1998 ed.) as follows: 3. The required number of parking spaces for two (2) or more independent uses may be reduced, by the Planning Board, by up to twenty-five (25) percent of the combined total required spaces under the following conditions: (b) Two (2) or more establishments located in a mixed use development having separate parking requirements make collective provision for shared parking facilities and the periods of usage are not concurrent. Mr. Franklin continued that a formula does not exist to determine the shared parking requirement for mixed-use projects; that a formula provided by the Urban Land Institute and used by San Diego, California, is included in the Agenda backup material and could be utilized and modified as necessary; that the shared parking concept is for the parking required for the project, i.e., the retail, the condominium hotel, the office, the banquet facility, and other uses, and not the public parking; that the 450 public parking spaces are not affected; that the formula should be applied only to the parking spaces required by the proposed project; that the current shortfall is 76 parking spaces; that the CRA is requested to affirm a shared parking concept is appropriate for Staff consideration; that the Planning Board/Local Planning Agency (PBLP) must also review the site plan; however, the CRA's acknowledgement of the formula as appropriate would be appreciated; that the required parking should be provided but not overload the project with parking sO the cost is prohibitive; that the offices close at 5 p.m. and the theaters and banquet facilities are closed during the day; that a pure methodology does not exist other than to assign values as has been done in the suggested formula. Attorney Russell stated that several meetings were held with Staff to determine the availability of bond financing for the project; that the original assumption in responding to the RFP was the value of the property the City was contributing would be approximately equal to the value of the 450 public parking spaces; that the developer has not and will not ask for any infusion of funds by the Cityi that the request is for the City to serve as a conduit for obtaining less expensive financing which will help the cash-flow for the project and therefore help make up the difference between the value of the property and the 450 parking spaces; that two potential sources of financing were explored including funds authorized by Section 108 of the Housing and Community Development Act of 1974 (Section 108 funds) and TIF bonds; that the CRA is requested to direct Staff to work with the developer to qualify for the funds; that the project will generate approximately $450,000 in impact fees which will be collected by the County and likely be used elsewhere for improvements in the City; that the County has indicated impact fees may be used for purposes other than increasing road capacity; that the request is for the developer and City jointly to approach the County to insure the impact fees are utilized to fund the improvements required of the City; that the County may be amenable to the request. Mr. Band stated that the time delay is the result of the due diligence, parking, and financing issues which developed as well as the time required to negotiate with the Opera; that the bonds would be satisfied by the developer; that TIF funds could be utilized to pay the bonds if the project is not realized; that obtaining the bonds through the conduit of the City would be the best of all worlds for the developer and the City; that the City would obtain 450 public parking spaces at a value of approximately $6.5 to $7 million, thus satisfying the Downtown parking requirements; that the issue with the Easement Agreement for the Opera is eliminated as the developer is close to reaching an agreement with the Opera; that several joint programs have been undertaken with the City, all of which have been positive; that the developer has been developing in the City for over 25 years; that the development team has over 60 years of development experience; that the developer is not seeking changes; that problems have arisen during the due diligence period; therefore, the City's cooperation and assistance are requested. City Manager McNees stated that utilizing Section 108 funds for the project may be problematic; that the question is if the project is a valid use of Section 108 funds, which are intended for a specific types of projects; that the methodology of using the TIF funds to finance bonds must be determined; that the City would issue bonds and make the payments; that the City must have assurance the payments will be reimbursed by the developer; that impact fees are intended for improvements increasing road capacity and cannot be utilized for other purposes. BOOK 2 Page 1119 02/12/02 3:00 P.M. BOOK 2 Page 1120 02/12/02 3:00 P.M. Mr. Franklin agreed but stated that the question is the definition of improvements which create capacity; that the typical project to increase road capacity is construction of an additional traffic lane; that previously, the use of impact fees was not allowed to fund the cost of increasing traffic signal timing; however, traffic signal timing has a fundamental effect on increasing road capacity; that the suggestion is to jointly approach the County to discuss broadening the definition of capacity sO the funds can be made available to benefit the project. Member Martin stated that the requested Section 108 funds of $3.2 million is approximately half the requested financing. Donald Hadsell, Director of Housing and Community Development, came before the Commission and stated that a determination cannot be made at this time if the project qualifies for a Section 108 loan; that some development concepts may be eligible for Section 108 funds; that the use of Section 108 funds has consequences; that the Section 108 program provides a loan to the City; that the City borrows the funds which are guaranteed by the Federal Department of Housing and Urban Development (HUD) and which is at the London International Bank Rate plus 20 basis points; that the City can make a loan to a developer or other entity at a negotiated rate; that the City has certain costs in administering the loan; nevertheless, the loan is below market rate; that currently the City's rate is 2.69 percent; that the amount which can be borrowed is five times the annual CDBG funds available or approximately $3 million; that the offering is available for one time only; that one policy decision is if the program should be used for the project under discussion; that the City has never entered into a Section 108 loan agreement at least for the past eleven years. Member Martin asked for clarification of the amount available. Mr. Hadsell stated that the amount which can be borrowed is five times the annual CDBG funds available; therefore, no funds would be available for another project if the entire $3 million is borrowed until the amount is repaid. Member Servian asked the estimated annual repayment of principle and interest and the term of the bond? Mr. Hadsell stated that the Section 108 program allows borrowing for up to 20 years; that HUD generally does not agree to a full 20-year term; that generally HUD will approve a 10- to 15-year term; that the City must pledge CDBG funds as repayment of the loan; that other securities are also required in case the CDBG program is eliminated; that the CDBG program has been in existence for 27 years but could be terminated by Congress at any time; therefore, another revenue stream is required to repay the funds if necessary; that some communities use TIF funds as a loan guarantee; that a lien could be placed on the project's rental revenues; that HUD would likely require a mortgage on the property; that standard underwriting guidelines in evaluating the loan must be followed. Member Servian asked if other securities are encumbered and released as the funds are repaid? Mr. Hadsell stated that the securities are encumbered; that an automatic retaking will not occur; that HUD is repaid twice annually; that interest only is paid during the construction period; that principle and interest are paid thereafter; that HUD reduces the City's line of credit for CDBG funds if the loans are not repaid; that Section 108 has all the characteristics of the CDBG program sO the project must meet the criterion for receipt of CDBG funds; that the City's criterion is 51 percent of the jobs created through the project must be filled by individuals of low- to moderate-income: that HUD indicated the easiest method to document meeting the criterion is to prove the low- to moderate-income individual comes in for a job; that the criterion applies to the entire project; that the project must meet the standard of 51 percent of the jobs created are for low- to moderate-income individuals; that additionally, all the Federal regulations are attached to the entire $43 million project, including the Davis-Bacon Act; that some City staffing would be required to monitor compliance; that on average, ten subcontractors work on the site, generating a significant number of payrolls which must be monitored for compliance with Federal law; that the Davis-Bacon Act determines the prevailing wage rate, which must be paid; that in Florida, the prevailing wage rate is not an issue; that the prevailing wage rate in Florida is low; that most contractors must pay above the prevailing wage rate in Florida to attract good workers; that in Florida, the bookkeeping is the primary effort; that all employees must be properly categorized; that 10 percent of the workforce must be interviewed to assure the correct BOOK 2 Page 1121 02/12/02 3:00 P.M. BOOK 2 Page 1122 02/12/02 3:00 P.M. amount is being paid; that the payrolls must be submitted to the City and certified correctly. Member Martin asked if a full-time position is required to monitor compliance? Mr. Hadsell stated yes. Vice Chair Quillin stated that adherence to the requirements was necessary with the Main Street Storefront Program; that the bookkeeping was difficult; that a full-time position would be required; that some subcontractors went from one job to another, taking the same employees and adjusting the numbers. Mr. Hadsell stated that the problem is not with the general contractor but rather the subcontractors. Vice Chair Quillin stated that identifying 51 percent of low- to moderate-income individuals may be difficult. Mr. Hadsell stated that identifying 51 percent of low- to moderate-income individuals who work in a hotel situation may not be a problem; that the jobs in the offices may be higher paying jobs; that the developer would have to demonstrate meeting the 51 percent criterion prior to release of the funds. Vice Chair Quillin asked if low- to moderate-income individuals must be able to apply for the units. Mr. Hadsell stated no; that the economic development could be for the low- to moderate-income jobs generated by the project; that the residential units will probably not be for low- to moderate-income individuals; that HUD was still comfortable with the concept; that HUD was of the opinion the funds could be used for the streetscape improvements; however, a greater comfort level is felt with the funds being directed to the condominium hotel building. Member Martin stated that the process is not simple. Mr. Band stated that the possibility of using Section 108 funds was brought to the developer by Staff; that the idea appeared good; that the developer is not attempting to obtain concessions from the City; that the developer paid for the cost of the land and the parking and is not attempting to make any changes but rather find a solution; that the idea was to attempt to cover the shortfall caused by the parking with the difference between the cost of the bonds amortized over 20 years; that the shortfall is equal to millions of dollars; that each parking space costs $14,000 to $15,000; that the cost of parking spaces increases in a parking garage of three to four stories in Downtown; that the developer will pay for the land and allocate the parking to the City. Vice Chair Quillin stated that the developer responded to an RFP; that the project is the City's project; that the CRA requested specific items be developed on the City-owned property; that the developer proposed a project beyond the scope of the RFP and believed a profit could be made on the project as proposed; that the developer is now indicating the costs of the land will be paid, the City will pay the cost of the parking, and the developer will proceed with the project; that redevelopment should work differently. Mr. Band stated that an effort is being made to resolve the problems. Vice Chair Quillin stated that the project is a redevelopment project in the TIF district; that the original Agreement was TIE funds would be used for the alley and storeback projects; that the City is participating in the project; that the project is a redevelopment project in the Downtown area. Mr. Rivolta stated that the project is not economically feasible as currently designed. Vice Chair Quillin stated that each respondent to the RFP was asked the required City participation if the project was chosen; that the developer indicated no City participation was required. Mr. Rivolta stated that the economic feasibility of the project could not be verified through the due diligence. Mr. Franklin stated that the potential for the City to provide conduit financing was included in the developer's public presentation and the RFP which is part of the Agreement. Vice Chair Quillin stated that the possibility of conduit financing was not included in the presentation at which the developer was awarded the project; that the possibility of City conduit financing was the result of negotiations. BOOK 2 Page 1123 02/12/02 3:00 P.M. BOOK 2 Page 1124 02/12/02 3:00 P.M. Attorney Russell stated that the possibility of conduit financing is in the Agreement and was included in the public presentation. Member Servian asked for clarification. Mr. Franklin stated that the developer presented the project in response to the RFP; that the project has not changed substantially since initially presented; that the original project had two theaters which the current project does not as the group requesting the theaters could not participate; that otherwise, the project is almost identical to the original project; and quoted the Agreement as follows: Once the City has selected our team to negotiate a public/private partnership, which will include the terms and conditions for the disposition of the property, provisions of off-street parking, capital improvement and operating agreements, costs can be allocated as appropriate. Other areas of tax abatement, bond financing, and other appropriate mechanisms will be explored during the next phase of discussion. Mr. Franklin stated that the possibility of City conduit financing was discussed in the public presentation; that no specificity or detail was presented; that some method of partnering with the City to make available low-interest financing was discussed; that the developer is approaching the project as a partnership to consider methods of making the project work; that the Section 108 loan was Staff's suggestion; that the TIF financing was discussed in general terms; that a solution should be developed. Member Martin stated that a solution should be sought; that due diligence is the period during which surprises are identified after which decisions are made as to if to proceed; that the use of Section 108 funds which is a major portion of the proposed conduit financing does not appear realistic; that additionally, the use of impact fees may be difficult. Mr. Franklin stated that the City is being requested to indicate the type of assistance, if any, which can be offered; that the City may not be able to provide any assistance; that the developer wishes to form a partnership with the City. Mr. Rivolta stated that the problem is not the guarantee of repayment but rather a reduction in the interest to cover the funding shortfall for the parking garage. Member Martin stated that the desire for bonding is due to the favorable interest rate. Mr. Rivolta stated that is correct. Mr. Franklin stated that municipalities can obtain access to lower interest rates than developers. Member Martin stated that the ability to obtain a lower interest rate is understood; however, the lower interest rate for the bonds was not heard as solving the problem. Member Servian asked the reasons for: 1) the increase in the cost of the parking garage, 2) the necessity for the speed ramp, and 3) the involvement of the Opera. Mr. Band stated that the City has an Easement Agreement with the Opera on the property which provides the Opera with certain parking; that the developer has an obligation in the Agreement to resolve the City's obligation to the Opera and to release the City from the Easement Agreement. Member Servian asked the number of parking spaces to which the City is obligated under the Easement Agreement? Mr. Band stated that the Easement Agreement is to provide the Opera 50 parking spaces. Mr. Rivolta stated that the original Agreement provides the Opera also has a first-come/first-serve parking opportunity for all 450 parking spaces which caused difficulty in the project's feasibility. Mr. Band stated that the agreement negotiated with the Opera provides for 75 parking spaces and an additional 20 parking spaces available at the Opera's disposal and for which the Opera would pay rent. Member Servian asked if the parking spaces are dedicated to the Opera's use? BOOK 2 Page 1125 02/12/02 3:00 P.M. BOOK 2 Page 1126 02/12/02 3:00 P.M. Mr. Band stated that the first 75 parking spaces will be dedicated to the Opera but located at the developer's discretion Member Servian stated that the 75 parking spaces cannot be used by anyone else. Mr. Band stated that is correct; that the Opera will pay none of the costs, i.e., taxes, maintenance, etc., associated with the 75 parking spaces; that the Opera will pay the fair market value for the additional 20 parking spaces; that in exchange, the Opera will release the City from the Easement Agreement; that the original projection was for a cost of $8,000 per parking space as 96 parking spaces had recently been built by the developer at a cost of $7,500 to $8,000; that the bid was distributed to four contractors, all of which were within 5 to 10 percent; that the lowest bid was $11,690 per parking space; that the total cost is $14,000 to $15,000 including the soft costs and the engineering costs; that the difference in the cost of parking alone is significant. Mr. Franklin stated that the speed ramp added to the cost of the project; however, the benefit is worth the additional cost. Member Servian asked the number of parking spaces lost as a result of the speed ramp? Mr. Franklin stated that an additional 50 parking spaces could be construction if the speed ramp were not built; however, the efficiency of the parking deck is reduced without the speed rampi that the speed ramp increases the use of the facility. Member Servian asked for clarification. Mr. Franklin stated that alternative parking methods were explored at the parking garage at Sarasota Memorial Hospital which does not have a speed ramp; that the proposed speed ramp provides the best efficiency. Mr. Band stated that the parking requirements concern access of: residents during Opera evening performances, tenants during Opera day and evening events, restaurant patrons, and the general public; that a method to alleviate the traffic at peak periods is necessary; that for example, traffic backs up at the Main Street Plaza during traffic peak periods; that the speed ramp was an idea to help alleviate the traffic problem. Mr. Rivolta stated that speed ramps work well in other projects. Member Palmer asked the floor level on which the public parking begins? Mr. Band stated that the public will acçess the speed ramp directly to the public parking on Level 4. Member Palmer asked the angle of the speed ramp? Mr. Band stated that the angle is a 10-percent incline. Attorney Russell stated that the entry to the public parking at Tampa International Airport is at Level 3; that several levels are by-passed with the parking access ramp. Member Palmer stated that Staff indicates the shortage is 76 parking spaces; that much of the parking requirement is created by the uses proposed by the developer; that the intensity of the project is creating the additional parking requirement above the 450 parking spaces desired by the Cityi that the original RFP indicated a desire for 500 to 700 public parking spaces; that the Agreement provides for 450 public parking spaces; that the restaurant occupies almost 5,500 square feet with a proposed requirement of 16 parking spaces; that the banquet facility of over 17,000 square feet has a proposed requirement of 49 parking spaces; that the developer is indicating the uses will not be operational at the same time; however, banquets may be at the lunch hour and not just in the evening; that the concern is to assure the 450 parking spaces are public and are not used to fulfill the requirements of the other uses of the facility. Mr. Band stated that the developer must provide the 450 parking spaces by Agreement which is the only possible assurance other than stationing a police officer at the parking garage; that patrons of the restaurant and other facilities are members of the general public. Member Palmer stated that the requirement is for 450 public parking spaces in addition to and separate from the parking spaces required to accommodate the uses. BOOK 2 Page 1127 02/12/02 3:00 P.M. BOOK 2 Page 1128 02/12/02 3:00 P.M. Vice Chair Quillin asked if the 72 units of residential use at the condominium hotel will have 90 dedicated parking spaces? Mr. Franklin stated yes. Vice Chair Quillin stated that therefore one parking space is being allocated per unit with 18 guest parking spaces. Mr. Franklin stated that the allocation is 1.2 parking spaces per residential unit in accordance with the requirements of the Zoning Code (1998 ed.). Vice Chair Quillin stated that the allocation at her condominium is one parking space per unit; however, residents may use two parking spaces as households usually have two vehicles; that visitors to the condominium hotel will utilize the public parking. Mr. Franklin stated that the same 1.2 ratio is being utilized at Beau Ciel condominium project. Mr. Band stated that the CRA should consider the project a partnership; that nine months have been spent resolving the problems associated with the project; that three major issues remain; that the first major issue which is with the Opera has been resolved; that the developer wishes to move forward if the City believes the project will benefit the City and the developer can make the project economically feasible; however, the developer understands the project may not move forward due to the current problems; that time and funds have been spent to determine the economic feasibility; however, the project may not work; that the effort is to make the project work; that solutions are being sought; that the time issue should not be a problem; that another RFP will delay any development for another year or more; that bids have been obtained for construction; that a contractor has been selected; that the contractor has completed due diligence on the project; that the economics have changed since the tragic events of September 11, 2001; that the contractor is ready to proceed; that cooperation and ideas are being sought from the CRA; that the developer is open to suggestions. City Manager McNees stated that use of the Section 108 funds is a policy decision for the CRA; that Staff outlined the parameters concerning the use of the Section 108 funds and will pursue the use of the Section 108 funds if desired by the CRA; that the parking requirements and proposed methodology can be reviewed; that a special exception from the parking requirements should not be granted; that an agreement as to the legal and feasible parking requirements should be reached; that the proposal to use TIF funds to finance a $3 million bond also should be addressed. Mr. Franklin referred to the proposed Shared Parking Formula Based on Mixed-Use indicating the uses of office, retail, restaurant, banquet, hotel, and common spaces displayed on the Chamber monitors and stated that the column entitled "Demand" indicates the requirements of the Zoning Code (1998 ed.); that the formula was derived as follows: 90 percent of office occupancy 100 percent of retail occupancy 100 percent of restaurant occupancy 100 percent of banquet occupancy 30 percent of condominium hotel occupancy 0 percent for common areas, i.e., mechanical rooms, etc. Mr. Franklin stated that the Zoning Code (1998 ed.) requires allocating parking spaces for common areas; however, common areas do not generate parking requirements; that the formula is conservative; that the assumptions are legitimate; that the CRA is requested to favorably consider the formula. Timothy Litchet, Director of Building, Zoning and Code Enforcement, came before the Commission and stated that the numbers for parking requirements are preliminary; that no final determination has been made as to accuracy; that unanswered questions remain; that the numbers are generated on a parking ratio of one parking space per 350 square feet of floor area, which is the standard ratio for most commercial uses in the Commercial, Central Business District (C-CBD) Zone District; that a different parking calculation is required for accessory uses to a hotel such as the banquet facility; that the parking issues have been discussed with the developer but have not been resolved; that the developer indicated the project will fit into the category requiring one parking space per 350 square feet of floor space; that if SO, the approximately 70 parking space shortfall is probably accurate; that no space in the building can be excluded from the calculation; that the C-CBD Zone District allows for shared parking agreements to meet up to 25 percent of the parking requirements; that the Zoning Code (1998 BOOK 2 Page 1129 02/12/02 3:00 P.M. BOOK 2 Page 1130 02/12/02 3:00 P.M. ed.) does not provide a specific methodology to determine the percent credit for the shared parking agreement, which will require Staff's analysis; that a determination of the proper percentage allowed for shared parking agreement is required; that Staff cannot make a recommendation at this time as the uses have not been fully determined; that Staff may not be able to agree to all the numbers in the recommended formula; however, a methodology can be developed to recommend the credit from shared parking; that the final determination is made by the PBLP through the site plan review process; that a shared parking agreement may be a tool which can be utilized for the project. Vice Chair Quillin stated that the project is to help alleviate the parking shortage in Downtown; that the provision of public parking was one of the main issues in the RFP; that the uses should not compound the parking shortage Downtown; that Staff's position is appreciated; that changing the policy as incorporated in the RFP may not be supported; that the RFP was to increase the availability of public parking Downtown; that no controls will be exercised over the public parking. Mr. Band stated that a gate and an attendant will be positioned at the entrance to the parking garage to handle the parking and to account for the public parking requirements to the City in accordance with the Agreement. Vice Chair Quillin stated that a resident of the condominium hotel units can pay to park in the public parking spaces. Mr. Band stated that is correct. Mr. Rivolta stated that a profit will not be realized for many years; that all 450 parking spaces in the parking garage will not be fully utilized for six or seven years. Mr. Franklin stated that a partnership with the CRA was contemplated under the Agreement; however, the CRA is not required to consider conduit financing; that the Zoning Code (1998 ed.) does not provide a formula for a credit based on a shared parking agreement; that the developer is proposing a formula which can be discussed. Vice Chair Quillin stated that recommending a policy to the CRA without the opportunity for Staff to fully evaluate the proposal is a concern; that Staff requires additional information. Mr. Franklin stated that the developer is presenting the avenues being explored as contemplated in the Agreement and provided in the Zoning Code (1998 ed.) sO Staff can be provided direction. Member Palmer stated that the concern is the uses will require a certain number of parking spaces which will impinge on the public parking; that the idea of the project was to create a minimum of 450 public parking spaces; that the public parking spaces should be separate from the parking required for the project uses; that the City's main concern is the 450 public parking spaces. Mr. Franklin stated that the shared parking formula applies only to the project use parking and not the public parking spacesi that 450 public parking spaces with a control gate and an attendant will be provided. City Manager McNees stated that Staff will investigate an appropriate methodology if the CRA believes a shared parking agreement is a legitimate tool to utilize for the project; that a conservative shared parking agreement which can be accepted as a legitimate method to meet the project's parking requirements can be developed; that the methodology developed will not be at the expense of the public parking spaces; that all the projections for the number of parking spaces is speculative; that the number of 450 public parking spaces is based on some study but has no hard basis in fact; that the number of parking spaces is conceptual; that Staff will investigate a shared parking agreement if the CRA provides direction to pursue the suggested methodology; that Staff will not recommend a methodology which will be at the expense of the public parking spaces. Mr. Band stated that City parking will be increased substantially for the Opera, the theater, and restaurant patrons during the evening; that the public parking spaces will be open for the use of the City's citizens and residents on a regular basis; that during the day, parking may be an issue; however, the interest is in exploring the concept of the shared parking agreement; that valet parking will also alleviate a substantial amount of parking; that the request is not to sacrifice other values such as public parking for the project; that the economic BOOK 2 Page 1131 02/12/02 3:00 P.M. BOOK 2 Page 1132 02/12/02 3:00 P.M. deficit is increased if the determination is the uses require additional parking; that parking Downtown should be developed at no additional cost to the City; that the project should provide the desired public parking; that in exchange, the developer requests an economic development project which works; that the developer cannot develop the project if not economically feasible; that considerable funds have been expended to reach the current point; however, the situation will be accepted if the project does not work; that a solution is being sought but may not be possible. Member Servian asked the source of the number of 450 parking spaces? City Manager McNees stated that the number of 450 public parking spaces is fixed. V. Peter Schneider, Deputy City Manager, came before the Commission and stated that a soft survey was conducted; that the number of parking spaces required by the Opera was determined based on the Easement Agreement; that major area businesses were contacted to determine the number of parking spaces to which a commitment could be made. Mr. Rivolta stated that the cost of parking spaces was originally estimated at $7,000 to $7,500; that the total cost of the parking spaces closely approximates the cost of the land assuming a parking space cost of $7,000 to $7,500. City Manager McNees stated that is correct. Mr. Rivolta stated that the cost of constructing parking spaces has increased. Member Paimer asked for clarification of the conduit financing, i.e., the bonding, the impact fees, etc., being sought - City Manager McNees stated that the question is if a mechanism exists for the City to issue bonds financed by TIF funds and guaranteed by the developer. Gibson Mitchell, Director of Finance, and John Haylett, Financial Advisor to the City, came before the Commission. Mr. Haylett stated that non-profit organizations can approach the City for conduit financing, which is a different process than is currently being requested; that the City entered into a conduit financing arrangement with the Ringling School of Art and Design (Ringling School); that bonds financed by TIF funds would be issued by the City; that due diligence would be required prior to issuance of the bonds; that an engineering report or feasibility study concerning the project as well as written guarantees or letters of credit from the developer would be required; that detailed construction plans and studies of the cost of the parking garage would also be required; that the CRA would be interested in proof of financing to insure the project will be completed; that other types of financing are not precluded; that the CRA could fund the project internally, take out a bank loan, or obtain financing from a private investor; that the question posed earlier was if the project could be financed by TIF bonds and if sufficient information is available to make a determination; that the answer to the second question is no; that the proper vehicle to fund the City's share of the parking garage must be assessed; that bond schedules were provided based on an annual debt service of $300,000, which is the amount of TIE revenues after completion of the project; that the net proceeds of a bonding of $300,000 in annual revenues was considered; that the developer indicated private funding will be utilized to pay the bonds; that the developer is not seeking TIF revenues generated by the project. Vice Chair Quillin stated that the Agreement provides the TIF revenues will be utilized to finance the improvements to the alley and the storebacks; that a question is the manner in which funding of the improvements and financing for the bonds can both be done utilizing TIF revenues. Mr. Mitchell stated that a meeting with the CRA's Special Counsel, the developer's legal representative and consultant, and Staff was attended two weeks ago; that the question about using TIF revenues was raised; that the answer was the City would have to find another method to construct the improvements to the alley and storebacks. City Manager McNees stated that the CRA can obtain low-interest financing to finance the City's portion, i.e., the public parking, which is not available to developer; that the public parking satisfies the requirement for a public purpose; that a number of different financing vehicles could be considered leaving the TIF revenues available; that the developer rather than the City would BOOK 2 Page 1133 02/12/02 3:00 P.M. BOOK 2 Page 1134 02/12/02 3:00 P.M. be making the payments on the financing; that options are available to obtain low-interest financing. Mr. Haylett stated that the TIE revenues from the project will not be available until 2005. Member Martin stated that the details of the conduit financing with the Ringling School are not known; that the growth of the Ringling School is impressive and remarkable; and asked for clarification of possible financing options. Mr. Haylett stated that the Ringling School was the second time the financing vehicle was used; that the County has used conduit financing often; that conduit financing was used for the Jewish Community Center on McIntosh Road; that the City does not have as much activity as the County; that conduit financing is used primarily with non-profit organizations; that an application and guidelines to obtain conduit financing from the City was developed approximately five years ago. Mr. Mitchell stated that the Commission adopted the guidelines. David Cardwell, Special Legal Counsel to the CRA, came before the CRA and stated that conduit financing can be utilized for a non- profit or educational entity which by Federal and State law is exempt from Federal income taxes; that the current situation is a private project with a public component of public parking; that State law may authorize the financing as a matter of State law; however, the financing will not be tax exempt under the Federal Internal Revenue Service Code; therefore, the interest rate is the same as the developer can obtain elsewhere; that a qualified redevelopment bond is required for TIF supported financing and to receive tax-exempt status; that similar financing has been done for two projects in the State; that one project was for the construction of apartment buildings around the old Miami Arena in downtown Miami, Florida, which was done as a community redevelopment project; that a lengthy list of criteria to obtain a qualified redevelopment bond is included in the State Statutes; that Staff has done as much analysis as possible; that the CRA should provide approval for Staff to consider the details if Staff is to proceed further; that the initial reaction is the project will not meet the criteria for a qualified redevelopment bond; however, the criteria have not yet been applied; that a question is if the project can be divided into the private and public use; that private use rules applyi that the analysis is complicated; that restructuring the project may be required; that many projects in the country have been financed through tax-exempt bonds; that some options can be considered; however, the Agreement and the project may require revision. Vice Chair Quillin stated that the project has gotten larger than intended with the original RFP; that at the time the response to the RFP was presented, the developer was asked if financial assistance from the City would be required; and quoted the minutes of the February 7, 2001, Special CRA meeting as follows: Mr. Franklin stated that direct financial assistance from the City is not requested for the project. Vice Chair Quillin stated that a key question in evaluating responses to RFPs is if the developer requires financial assistance from the City; that the project is more intense than originally intended with the RFP. Attorney Cardwell stated that an amendment to the City of Sarasota Downtown Master Plan 2020 (Downtown Master Plan 2020) will be required if the type of financing being discussed is approved; that the Downtown Master Plan 2020 must indicate TIF funds can be used to help finance projects. Mr. Mitchell stated that the policy decision must be made by the ÇRA; that TIF funds from a project have not previously been used to finance the project. Member Palmer asked the impact of using TIF revenues to fund bonds will have on other projects in the City's Capital Improvement Plan?. Mr. Mitchell stated that other developers will be interested in utilizing TIF funds as a financing source; that the future borrowing capability against TIF funds would be impacted; that the City would issue the bonds and use the TIF revenues as the security pledge; that other developers may not wish to have TIF funds used to finance private projects. Mr. Haylett stated that using the TIE revenues as a security for bonding for a private purpose may not be allowed; that at a minimum, the bonds would be taxable; that the City's portion of the parking could be financed through the TIF revenues. BOOK 2 Page 1135 02/12/02 3:00 P.M. BOOK 2 Page 1136 02/12/02 3:00 P.M. Mr. Mitchell stated that the tax advisor for the City's bond counsel indicated the bonds would be taxable if the users of the parking spaces for the condominium hotel units receive free parking but the public must pay for parking. On motion of Vice Chair Quillin and second of Commissioner Servian, it was moved to extend the meeting until 7 p.m. Motion carried unanimously (5 to 0): Martin, yes; Palmer, yes; Quillin, yes; Servian, yes; Mason, yes. Attorney Cardwell stated that backup security from the developer, i.e., a letter of credit, was discussed; that a private guarantee makes a bond issue taxable even if the bond issue is structured as tax exempt; that the understanding is the developer is interested in tax exempt status which is a reason Section 108 financing was considered; however, qualifying for Section 108 funds is difficult; that Section 108 loans were considered at one time for a hotel in Jacksonville, Florida; that Section 108 loans are possible; however, HUD has significant requirements for Section 108 loans. City Manager McNees stated that a difficult policy decision is required; that the objective is to obtain public parking spaces; that the value of the land was compared to the cost of developing public parking spaces, which is the source of the 450 public parking spaces; that the estimated value of the land at this time is approximately $3 million; that the developer's numbers of $15,000 per parking space results in an equivalent of 200 parking spaces; that currently 450 parking spaces are proposed; that resolving a number of details is still required. Member Servian stated that the difference is the value of 250 parking spaces. Member Palmer stated that the financing issue is the major concern; that proceeding with the project may not be possible considering the information received; that good advice from Staff is necessary; that the CRA may not wish to redirect TIF funds into the project generating the TIF funds; that the CRA and the City are interested in obtaining the parking; that the desire is for the project to proceed; however, the discussion should end if the project is not feasible as currently structured; that the developer indicated the project will either work or not; that if not, the CRA and the developer should move forward to something else to provide parking Downtown; that the CRA requires additional guidance. Mr. Haylett stated that the CRA must decide if to use the City's bonding power to assist with the project for the construction of public parking; that the City's bond counsel and others can develop the financing structure. Attorney Cardwell stated that directing TIF funds generated by a project to the project is done frequently in the State; that several such projects are being developed in Ft. Lauderdale, Florida, at this time; that the difference is: the developer finances the project, the TIF revenues are paid back into the project based on a formula, and the developer has certain covenants which must be fulfilled; that other cities such as Bradenton, Florida, have issued bonds; that the Bradenton CRA financed a land purchase for a private organization, bringing down the cost of land and keeping the organization from relocating outside the Community Redevelopment Area; that financing alternatives are available; that an amendment to the Downtown Master Plan 2020 is not be required if Section 108 funds are utilized. Mr. Band stated that the CRA can allow the developers to explore possibilities with Staff and bring back recommendations; that the discussion has been beneficial; that the developer has come before the CRA in good faith to try to resolve a financing problem; that the CRA's dilemma is understood. Mr. Mitchell stated that direction from the CRA is necessary. City Manager McNees stated that determining if the City's borrowing power can be used to create low-interest financing requires specific Staff work; that Staff will do the work if the CRA wishes to determine if the City's borrowing power can be used for the purpose. Member Servian stated that the CRA and Staff should do anything necessary to work creatively with the developer as a partner to BOOK 2 Page 1137 02/12/02 3:00 P.M. BOOK 2 Page 1138 02/12/02 3:00 P.M. achieve public parking Downtown; that an answer is not known; that an effort should be made to determine the possibilities; that Staff should be directed to identify methods to partner with the developer; that the CRA is requesting developers come forward and work in a cooperative manner to accomplish the common goal of redevelopment Downtown, including additional parking; that nothing special should be done for any one developer or any one development; however, creative options should be explored. Vice Chair Quillin stated that the CRA and the developer may now realize the project is too intense for the area based on the City's requirements; that creative financing could be explored; that the personal realization is the project has exceeded the original intent; that precedence should not be established with City-sponsored financing. Chair Mason stated that the Administration should work with the developer to determine if a method can be found to resolve the problems; that making the project work is desirable, having been on the CRA which selected the project; that the CRA cannot make any decision at this time; that the Administration should help the CRA make the decision and work with the developer to explore alternatives. Member Martin agreed and stated that the area involved is the Downtown; that the Downtown Master Plan 2020 was previously developed and approved by the Commission; that a Downtown Zoning Code will be developed in the near future; that the CRA is interested in developing Downtown; that public/private partnerships have been discussed but should be defined; that a good faith effort is being made; that due diligence reveals the surprises; that the ability to find a solution is not known; that the ability or desire to identify public funds for the project is not known; that many projects will be considered in the future; that additional Downtown public parking was promised and must be created Downtown; that the tools available to keep the promise can be identified. Member Palmer stated that the timeframe is a concern; that the project is almost overdue; that the deadline is February 28, 2001; and asked the projected evaluation period required? Mr. Band stated that the developer is prepared to meet with Staff at any time. City Manager McNees stated that 30 to 60 days will be required to evaluate the options; that an extension will be required if Staff is to evaluate the options. Member Servian stated that a report could be provided back in 45 days or by March 31, 2002. Mr. Mitchell stated that obtaining information from the developer has been difficult. Chair Mason stated that the 45 days must be agreeable to everyone. Mr. Band stated that 45 days is agreeable to the developer. Member Palmer stated that a pro-forma is required; that the financial data must be presented; that the CRA must assure adequate funding is available and understand the ramifications of any decisions; that the obstacles may be insurmountable. Mr. Band asked if a pro-forma for the parking garage is desired? Member Palmer stated that a pro-forma for the project is required sO the costs are known. Mr. Band stated that a preliminary budget has been provided by the general contractor. Member Palmer stated that the financial data required is determined by the City's financial Staff so due diligence can be conducted; that the parking issue must also be resolved within 45 days; that all issues must be resolved by March 31, 2002. Vice Chair Quillin stated that use of Section 108 funds would mean encumbering CDBG funds, which is not supported; that the CRA cannot encumber CDBG funds; that Section 108 funds should not be utilized due to the many projects in progress in the City. BOOK 2 Page 1139 02/12/02 3:00 P.M. BOOK 2 Page 1140 02/12/02 3:00 P.M. Member Servian stated that Staff should explore any option so no options are precluded. Vice Chair Quillin stated that the CRA cannot encumber CDBG funds; that only the Commission can encumber CDBG funds. Chair Mason asked if consensus or a formal motion is required? Attorney Cardwell stated that Staff and the developer should determine the financial data necessary; that the restrictions, procedures, and process can be developed into a document for the developer's review; that an amendment to the Sarasota Consortium 2000-2005 Consolidated Plan may be required if Section 108 funds are used; that the issues and numbers should be identified and quantified. City Attorney Taylor stated that the developer is in default of an Agreement; that the Agreement can be extended to March 31, 2002, if desired; that an amendment will be developed for Commission review at a CRA Special meeting. Secretary Robinson stated that a February 22, 2002, Commission Workshop is scheduled; that a Special CRA meeting can be scheduled prior to the workshop. Vice Chair Quillin stated that the CRA has Special Legal Counsel; that a document indicating the goals for the next 45 days should be developed to accompany the Amendment to the Agreement for an extension to assure no misunderstanding. City Manager McNees stated that the information required is financial information, the pro-forma concerning the parking, the employment uses, definitive use projections to allow for an evaluation of the parking requirement, etc.; that the Administration cannot deliver certainty in 45 days; that only time brings certainty; that more certainty will be presented; however, the decision will likely not be easy in 45 days. Member Palmer stated that the CRA will have more information in 45 days; that at the present, neither the financials nor the possible financial mechanisms are known; that using Section 108 funds may not be appropriate; that making an intelligent, informed decision is difficult without specific information which is not currently provided; that the City will be entering into similar agreements in the future; that the available financial mechanisms should be known; that the CRA will have to decide which type of financial assistance, if any, is acceptable; that the hope is to move forward; however, the Palm Walk Project may not be possible. Secretary Robinson stated that a motion would be appropriate to assure no misunderstanding of the CRA's direction. City Attorney Taylor stated that an amendment to extend the Agreement for 45 days will be brought back to the CRA while the Administration works with the developer to obtain the necessary information to develop and present recommendations; that the contract is with the Commission and the CRA; that the information can be presented to the CRA if desired. Vice Chair Quillin stated that the CRA could extend the Agreement for up to 45 days if the developer will provide the necessary information. Attorney Cardwell stated that the work program can be developed and presented at the February 22, 2002, Special CRA meeting at which time a decision can be made to move forward and approve the extension if desired. Member Palmer asked the motion which should be made at this time? City Attorney Taylor stated that the CRA should instruct the City Attorney and the CRA's Special Legal Counsel to draft an amendment to the Agreement to extend the deadline for the Palm Walk Project and to incorporate a provision the developer provide the information required by Staff to provide recommendations to CRA. City Manager McNees stated that the provision should indicate any and all information required by Staff. BOOK 2 Page 1141 02/12/02 3:00 P.M. BOOK 2 Page 1142 02/12/02 3:00 P.M. On motion of Member Palmer and second of Member Servian, it was moved to instruct the City Attorney and the CRA's Special Legal Counsel to draft an amendment to the Agreement regarding the Palm Walk Project extending the deadline for a period not to exceed 45 days and incorporating a provision the developer provide any and all information required by Staff to provide recommendations to CRA. Secretary Robinson stated that the amendment to the Agreement will be presented at a February 22, 2002, Special CRA meeting. Chair Mason called for a vote on the motion. Motion carried unanimously (5 to 0): Martin, yesi Palmer, yes; Quillin, yes; Servian, yes; Mason, yes. 5. REPORT RE: PENDING LEGISIATION AFFECTING COMMUNITY REDEVELOPMENT ADVISORY BOARDS #3 (1117) through (1215) CD 6:28 through 6:31 David Cardwell, Special Legal Council to the CRA, came before the CRA and stated that House Bill (H.B.) 1341 amending the Community Redevelopment Act was approved by the House Local Government Affairs Committee; that H.B. 1341 received considerable attention and was the subject of nine amendments; that the amendments address definitions; that H.B. 1341 as currently written has a 30-year limitation on CRAs; that an effort is being made to grandfather in existing CRAs; that the counties had been interested in changing the effective date; however, the effort appears to have disappeared; that the Senate companion bill is not moving forward; that another bill, which is not beneficial to the cities, was also proposed in the Senate; however, the sponsor indicated additional support will not be offered; that two more opportunities will be available to amend H.B. 1341; that the sponsor, who is an Appropriations Subcommittee Chair, is supporting six other bills, is interested in redistricting, and may not support H.B. 1341 as much after having gained more understanding of the specifics. Attorney Cardwell stated that a meeting was held with Donna Clarke, State Representative, 69th House District, who was asked by the sponsor of H.B. 1341 to assist; that the CRA is urged to speak with Representative Clarke to explain the problems with H.B. 1341 and the reason H.B. 1341 is not necessaryi that the position of the Florida Redevelopment Association is the concerns addressed by H.B. 1341 can be resolved locally and State legislation is not necessary. 6. APPROVAL RE: COMMUNITY REDEVELOPMENT AGENCY ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED SEPTEMBER 30, 2001 = DIRECTED THE ADMINISTRATION TO REVIEW THE COMMUNITY REDEVELOPMENT AGENCY'S REPAYMENT SCHEDULE TO THE CITY AND REPORT BACK (AGENDA ITEM VI) #3 (1215) through (1630) CD 6:31 through 6:42 Gibson Mitchell, Director of Finance, came before the CRA and stated that the financial report is for the fiscal year ending September 30, 2001; that revenues totaled $1,511,455 for fiscal year (FY) 2000/01 or $44,446 less than fiscal year (FY) 1999/00; that the decrease was due to the net decrease in the assessed value of the property in the Community Redevelopment Area from $667,423,710 to $642,795,320 in FY 1999/00, a decrease of 3.7 percent; that the Sarasota County Property Appraiser's Office notified the City on February 29, 2000, of an overstatement in the taxable value in the Community Redevelopment Area since 1991; that the CRA has a negative fund balance of $2,621,742 compared to $2,468,086 for FY 1999/00; that the deficit is created by the fund incurring expenditures for specific projects in the Community Redevelopment Area with funds loaned by the City's General Fund; that the CRA previously adopted and the Commission accepted a repayment schedule to repay the funds; however, the repayment schedule was delayed due to the downward trend of revenues; that the CRA's revenues for FY 2001/02 are strong and higher than budgeted due to increasing property value; that the situation is not bleak; however, all tax increment financing (TIF) funds projected for the next ten years have been allocated for projects; that funds have been allocated to repay the City and the County for funding previously provided; that TIF funds will be used by the CRA for the Downtown Transportation Master Plan, which will begin in 2003; that revenues are significantly increasing but sO is debt service; that 14 more years remain to pay on the debt incurred by the CRA; that the debt service toward the end of the period is $2 million annually compared to $1.4 million in debt service currently. Member Palmer asked if the repayment schedule to the City is being followed? BOOK 2 Page 1143 02/12/02 3:00 P.M. BOOK 2 Page 1144 02/12/02 3:00 P.M. Mr. Mitchell stated that the repayment schedule continues on hold; that the CRA may wish to address the repayment schedule; that the previous Administration recommended placing the repayment schedule on hold while a decision was made to determine action to accomplish the objectives of the City OF Sarasota Downtown Master Plan 2020 (Downtown Master Plan 2020), which was adopted after the CRA approved the repayment schedule. Member Palmer stated that the current Administration should review the repayment schedule and make a recommendation to the CRA; that the CRA must repay the City's General Fund at some time. Mr. Mitchell stated that the Administration will assure the CRA begins repaying the City's General Fund if desired by the CRA and the Commission; that all the projected revenues are allocated; that a major allocation is funding for projects in the Downtown Master Plan 2020; that projects will be limited if the funds are repaid. Vice Chair Quillin stated that an inventory has not been completed on the property valuation provided by the Property Appraiser's Office. Mr. Mitchell stated that the Tax Collector functions as an authorized collection agency of the City; that the City pays the Tax Collector a modest fee to collect the taxes. Vice Chair Qulllin stated that many CRAS verify the payments made; that the Property Appraiser's Office made a mistake in the past. Mr. Mitchell stated that the difference was the intangible tax; that the new Property Appraiser discovered the mistake. Vice Chair Quillin stated that in the 1990s, property values decreased; that the property valuation could have been reviewed at that time; that a valuation of the TIF district has never been completed. Mr. Mitchell stated that is correct. Chair Mason stated that hearing the CRA's consensus the Administration will review the repayment schedule and report back. On motion of Member Palmer and second of Member Martin, it was moved to accept the Annual Financial Report for the year ending September 30, 2001. Member Servian stated that conducting an audit of the property in the TIF district is worthwhile; that an error occurred in the assessment of personal real property; that the CRA could be missing tax revenue. Mr. Mitchell stated that the ability of the CRA to audit the property valuation will be investigated. Vice Chair Quillin stated that the CRA should be able to keep an inventory of property in the TIF district. Mr. Mitchell stated that the suggestion was for an audit of the Tax Collector for collection of TIF revenues. City Manager McNees stated that a verification of the property valuation in the TIF district could be performed; that the total property valuation in the TIF district is tracked annuallyi that a verification rather than an audit could be performed. Member Servian stated that a sampling of the accuracy could be performed. Mr . E Mitchell stated that the City may not have the authority to review the calculations. Vice Chair Quillin stated that the base line property valuation of TIF district is known. City Manager McNees stated that is correct. Chair Mason called for a vote on the motion to accept the Annual Financial Report for the year ending September 30, 2001. Motion carried unanimously (5 to 0) : Martin, yes; Palmer, yes; Quillin, yes; Servian, yes; Mason, yes. 7. CITIZENS' INPUT CONCERNING CRA TOPICS (AGENDA ITEM VII) #3 (1630) through (1633) CD 6:42 through 6:42 There was no one signed up to speak. BOOK 2 Page 1145 02/12/02 3:00 P.M. BOOK 2 Page 1146 02/12/02 3:00 P.M. 8. ADJOURN (AGENDA ITEM IX) #3 (1633) CD 6:42 There being no further business, Chair Mason adjourned the Special meeting of February 12, 2002, at 6:42 p.m. /7 246 Conlh CAROLYN . MA$ON, CHAIR ATTEST: sellw br Robens 3 BILLY EZ ROBINSON, SECRETARY