CONTOIS AUDITORIUM, CITY HALL

BURLINGTON, VERMONT

MINUTES OF MEETING

May 2, 2016

                                                                                                            APPROVED

MEMBERS PRESENT:     Jane Knodell (Council President) – Central District

                                    David Hartnett – North District

Joan Shannon – South District

Selene Colburn, East District

Sharon Foley Bushor – Ward 1

Max Tracy – Ward 2

Sara Giannoni - Ward 3

Kurt Wright – Ward 4

William “Chip” Mason – Ward 5

Karen Paul – Ward 6

Tom Ayres – Ward 7

Adam Roof – Ward 8

ADMINISTRATION:                   Miro Weinberger, Mayor

                                                Eileen Blackwood, City Attorney

                                                Richard Haesler, Assistant City Attorney

                                                Bob Rusten, CAO

                                                Rich Goodwin, ACAO

                                                Jennifer Kaulius, Mayor’s Office

                                                Brian Lowe, Mayor’s Office

                                                Amy Bovee, C/T Office

                                                Lori Olberg, C/T Office

                                                Davie White, Planning & Zoning

                                                Chapin Spencer, BPW

OTHERS PRESENT:                   Sherida Paulson, BTC

                                                Don Sinex, BTC

                                                Jesse Beck, BTC

                                                William Fellows, BTC

                                                David Spillane, BTC

                                                Jay Fayette, PC Construction

                                                Bill Truex, retired architect

                                                Steve Goodkind

                                                Richard Hilliard, Ward 1

                                                Jeff Nick, Church Street Marketplace

                                                Ron Redmond, Church Street Marketplace

                                                Kelly Devine, Burlington Business Association

                                                Solveig Overby

                                                Mark Sherman

                                                Kevin Warden

                                                Ron Ruloff

                                                Jason Van Driesche, Local Motion

                                                Richard Deane, Ward 1

                                                Ann Taylor, Ward 4

                                                Christopher Lyon, Ward 4

                                                Wayne Nelson

                                                Tom Torti, Chamber of Commerce

                                                Charlie Baker, Regional Planning

                                                Jan Schultz

                                                John Killack, Flynn Center

                                                Robert Herendeen

                                                Ron Boucher

                                                Lynn Martin

                                                Scott Baldwin

                                                Kristin Rango

                                                Lewis Holmes

                                                Son Lee

                                                Mark Kane

                                                Liz Curry

                                                Barbara Wynnoff

                                                Dan Feeney

                                                Ron Bouchard

                                                Paul Silman

                                                Charles Sampson

                                                Chris Lyon

                                                Genese Grill

                                                Carolyn Bates

                                                Kara Onesstrowi

                                                Jason Robinson

                                                Debbie Ingram

                                                Ian Klebetar

                                                Jay Vos

                                                Maria McClellan, UVM Medical Center

                                                Barbara Hedrick

                                                Meg Wallace

                                                Rebecca Pater

                                                Virginia Munkelwitz

                                                Stephanie Hanley

                                                Charles Winkleman

                                                Jenny Kristel

                                                Samean Mohideen

                                                Larry Lewack

                                                Barbara McGrew

                                                John George Wheeler

                                                Caryn Long

                                                Michael Long

                                                Doreen Kraft

                                                Michael Nedel

                                                Monique Fordham

[Note: Minutes reflect the order of the published agenda.]

1.0       CALL TO ORDER and AGENDA

Council President Knodell called the meeting to order at 7:05 PM on May 2, 2016 and led the assemblage in the Pledge of Allegiance.

1.01 Agenda

MOTION by Councilor Colburn, SECOND by Councilor Roof, to approve the agenda with the following amendments to the items listed and to take the action indicated:

• Add Item 3.15 (Special Event Permit – Manhattan Pizza) to the Consent Agenda
• Add Item 3.16 (Solveig Overby re: BTC Pre-Development Agreement) to Consent Agenda
• Add Item 3.17 (Kelly Stoddard Poor re: BTC Redevelopment) to Consent Agenda
• Add Item 3.18 (Special Event Permit – El Gato Cantina) to the Consent Agenda
• Add documents to Item 4.01 (BTC TIF Analysis)
• Add additional co-sponsors to Item 4.02 (BTC Pre-Development Agreement) and note additional material

VOTING: unanimous; motion carried.

2.0       PUBLIC FORUM

Public Forum commenced at 7:30 PM.

PUBLIC COMMENTS

• Wayne Nelson, building and campus energy system engineer, said the proposed mall buildings are more sustainable that the average 1000 s.f. apartment in Burlington because the buildings share rooms and walls lowering the needed energy to heat/cool the building. The mall will also reduce the amount of transportation needed because there are multi-disciplinary arrangements where people can migrate to their job or use a rental car for a distance. There is access to food in the city.  Mr. Nelson said Burlington needs to become a sustainable city and be progressive and support these types of projects. The embodied energy of the buildings on a per square foot basis is a third to a quarter the amount of energy to go into components to create the same amount of space for the same number of people.
• Tom Tori, Chamber of Commerce representing 2,000 businesses and employees in the region and a collaborative partner GBIC, urged approval of the proposed development agreement and the opportunity to build a well thought-out design that offers the opportunity to grow needed tax revenue while increasing the likely choice Burlington will be the place to grow, start, and recreate businesses. BTC offers improved dining and retail opportunities to tourists, meeting and convention attendees, and all Vermonters in an atmosphere and scale unparalleled in the region. There is opportunity for a traditional and common sense street grid for all modes of transportation. The streetscape will be improved, especially the mid-Cherry Street section. The housing mix balances and integrates age and income cohorts and enables redevelopment of neighborhoods. The financing model balances risk through a transparent mix of public and private investment.
• Charlie Baker, Regional Planning, urged moving the predevelopment agreement forward to implement PlanBTV and the ECOS Plan. BTC redevelopment will bring jobs downtown, make the region and city more sustainable, provide environmental benefits on sprawl and energy and transportation benefits, offer a street network, walking and biking, and a housing benefit for a mix of incomes.
• Jan Schultz spoke of a committee that is urging the formation of a district heating service to help the city increase its resilience with the advent of climate change and decrease use of fossil fuel in buildings. The million square feet of space added with the BTC project should be required to be heated renewably. Excess thermal energy from the McNeil Station could be used.
• Ann Taylor, business owner and Ward 4 resident, commented the older white male is the demographic being represented, usually a business owner. Non-profit engineer and energy types have promoted the project. People are concerned about the height of buildings and are uncertain about the college mix, but there will be affordable housing and the streets will be returned. Ms. Taylor spoke in support of the project, but not more or higher taxes.
• John Killack, Flynn Center, stated the development team has been very open and changed the plan in response to community feedback. Approving the predevelopment agreement is critical to attract investors, lenders, and perspective tenants including the UVM Medical Center and Champlain College. The project offers a mixed use inclusionary development (270 units), all merchants will benefit from the residential units, the streets are being re-established, and there is a commitment to pay a livable wage for jobs.
• Robert Herendeen, Ward 4, said Burlington is in competition with Boulder, Colorado for bragging rights for sustainability, and urged preserving the scenic views of the lake and mountains by not increasing the building heights.
• Ron Boucher, Wells Fargo advisor and Chair of the Chamber of Commerce, spoke in support of the agreement, stressing the project is critical to the financial health of the community. The time and energy devoted to the project by all parties is impressive. Burlington has the responsibility to take advantage of the opportunity never seen before and may never come again. The project is needed to bring new jobs, create a more energetic downtown, and add to the tax base.
• Lynn Martin, resident, mentioned moving to Burlington for simpler living from Providence, R.I. after redevelopment outpriced the ability to afford to live there. Ms. Martin expressed concern about how the new building will change the social climate and urged City Council to vote no on the agreement.
• Scott Baldwin, resident and former member of the planning commission for 11 years, said the project is a once in a lifetime opportunity to revitalize the downtown. The building height will not have a negative impact. Housing, office space, jobs, and economic benefits will be brought to the center core of the city. Regarding the comparison to Colorado, there is more land to use in Colorado and still see the mountains, and there is much more sprawl and traffic problems.
• Kristin Rango, Vermont Refugee Resettlement Program, spoke in support of the proposal to bring housing, jobs, and additional excitement to the downtown to help continue having Burlington be a thriving place that welcomes diversity.
• Lewis Holmes, Ward 6, said the development agreement has three points on sustainability including accommodating and supporting alternate forms of transportation, installing roof top solar photovoltaic infrastructure, and achieving LEED Gold certification and working toward the goal of Architecture 2030 Challenge.  If the impacts of the development on the environmental footprint increase (i.e. use of more fossil fuel for electricity, more demand for water, increased trash generation, further loading into the sewage treatment system) then the proposal should be viewed as unsustainable and either be modified or rejected.
• Ron Ruloff, Ward 3, spoke against having students and affordable housing tenants in the same space, citing problems with street crimes and drugs by the tenants.
• Son Lee, business owner, spoke of current tenants in the mall suffering and business being down. Renovation is needed to help the future of Burlington.
• Richard Hilliard, Ward 1, urged delay of the decision until all due diligence has been achieved to the satisfaction of City Council. Assurance is needed that the newly created 900 jobs will not be replacement jobs. The published demographics do not support the need for new housing over and above current housing stock plus new houses being constructed. Champlain College dorms as an anchor tenant is questionable. There is no question downtown needs revitalization, but the building high into the sky is hideous and reminiscent of the new cell block at Dannamora. Until the plans are properly balanced and reports requested are available the decision should be delayed. Mr. Hilliard mentioned a recent trip to an historic port city that was revitalized to complement and enhance the business and living community in a way symbolic of the history of the city.
• Jay Fayette, PC Construction, urged considering the add-on value and investment created in conjunction with the BTC project and the additional benefits the project will inspire and generate by other business owners and entrepreneurs in the immediate and surrounding area. Direct real estate revenue from BTC can be calculated. The tax revenues and sales volume or jobs created by the add-on investments have not even been accounted.  There could be an additional $100 million for the next five to ten years expended by others in the immediate area which means more economic vitality, more economic strength, expanded tourism, more jobs, more tax revenue, more retail sales. The bottom line is more economic activity that will benefit all the citizens of Burlington particularly those in the lower income level who desperately need permanent and full time jobs. Mr. Fayette urged voting to approve the agreement and continue to make Burlington a great city for all of its citizens for decades to come.
• Ron Redmond, Church Street Marketplace, and Kelly Devine, Burlington Business Association, read a list of businesses in support of the project and urged moving forward with the agreement. The list was provided to City Council.
• Mark Kane, SE Group, said he has worked on design projects globally and locally and the city is in the best position ever to deal with challenges of building height and meeting expectations of the community. The PlanBTV effort has been exceptional and recognizes the importance of the mall property to achieve urban densities that create balance with public spaces and vibrant downtown settings. It is exceedingly rare for a community plan to be so clear and complete in its vision, a vision the developer embraced. The proposed form based code provides a robust mechanism for the city to assure the new development rings true to the vision. The city sought community input in developing the standards that reflect the city’s values and attitude. The proposal takes a strong step in realizing the vision. There is confidence the city and developer can leverage planning tools to realize something that is unique and special in BTC.
• Liz Curry, Ward 3, spoke in support of the project and the exciting design. The development agreement should require the market study and the city should not have to reimburse the development. Fiber optics from BT should be part of the public improvements. The TIF should be covered by other incremental revenue should the project fall apart.
• Barbara Wynnoff, resident, urged taking the time to get an architectural model to see the effect on the town. There is not enough visual knowledge on the project. The apartment building is massive and ugly. More insight is needed on how the project will develop and affect the lovely city.
• Dan Feeney, resident, mentioned the developer’s willingness to invest in the community and listen to lots of comments, pro and con. No one else is looking to invest in the community in this manner to help Burlington become an even better place. City Council is urged to vote in support. There is full faith that Don Sinex will listen and Mayor Weinberger will look out for the best interests of Burlington. This once in a lifetime opportunity should not be lost.
• Ron Bouchard, member of the Burlington business community, said change is hard and can be frightening, but the alternative to change is stagnation and downtown Burlington has become stagnant. Burlington has to compete for every dollar, every business dollar, every tourist dollar all while taking into consideration the citizens. Mr. Sinex is applauded for wading through the morass to bring the project to the city. Support is strongly urged.
• Paul Simon, resident, said there are not just environmental aspects to sustainability, but economic and social pieces as well. The project recognizes all aspects very well. City Council is urged to support the agreement.
• Charles Simpson, resident, said thought takes time and data which are missing here. Time because the decision is being rushed and data because information is changing on a daily basis. There has not been an analysis of the increase in cost the project will bring. The commitment of $22 million in public funds is being discussed without sufficient time for consideration. The two streets that will be reopened where paid for with federal funds, but the developer will be repaid by the taxpayers to reopen the streets. There will be a public gain with connectivity, but the real gain is accessibility to storefronts and apartments and offices in the mall. The streets will be controlled by and used by the developer. Mr. Simpson urged waiting until all the data are collected including a physical model and market study before approving the agreement.
• Kevin Warden, Ward 3, spoke in support of reappointing Bill Ward as the zoning enforcement officer. Mr. Warden also spoke in support of including student housing in the BTC mall because the housing is well planned and will be well managed.  Mr. Warden announced the construction of Emerald City on stage at Edmunds Middle School on May 7^th and 8^th.
• Chris Lyon, read a statement from Rachel Gora, Consumer Insight Department of Seventh Generation, regarding high rental costs in Burlington. Mr. Lyon spoke in support of the BTC agreement and urged City Council to take a vote.
• Genese Grill spoke of turning Church Street Marketplace into a Church Street Meeting Place. Ms. Grill also spoke of community sustainability as a planet and economic equity seeming to be irrelevant as is public process for a level of checks and balances on destructive greed and profit motives. The zoning regulations and restrictions are being waived without giving the public reasonable chance to understand the scope and perimeters of the project. The proposed building height is twice as big as the existing skyline. Other developers will want to do the same and beautiful historic and unique buildings will be removed. The skyline, character, community, history, public process, value beyond just financial is being lost. City Council is urged to postpone the vote on the agreement to allow for public input.
• Carolyn Bates showed diagrams comparing the size of the redevelopment to the existing mall and asked that any decision to go forward be halted until the plans include the present design. An economic feasibility study is needed. The city should build and own the streets and the air rights underground, not the developer. Pine Street should be at ground level. Student housing should be on campus and not downtown. Parking should be interior. Windows area on the buildings should be used for office, retail, and housing on four floors. There needs to be a plan for the businesses and workers in the mall during the two year construction period.
• Kara Onesstrowi, small business owner, spoke in support of the projects. Ms. Onesstrowi said her financial future is invested in her business which depends on a vibrant and active downtown area. The mall has declined and is a detriment to the area businesses. City Council is urged to support the agreement.
• Jeff Nick, Church Street Marketplace, read a list of businesses in support of the project. Mr. Nick said what is downtown now does not work. The predevelopment agreement is very tight and puts the city in a strong position. There is suburban competition and a mall on the outskirts of the city with a TIF district so if the BTC mall does not happen in the city the development could move to the next town. City Council is urged to support the agreement.
• Mark Sherman spoke in support of seeing the mall redeveloped, but expressed concern about the building height and parking. Housing, offices, and retail are being added with only 400 spaces. Impact on the traffic downtown is also a consideration City Council is urged to ask for a model and feasibility study prior to the vote on the pre-development agreement, and the developer must assure profit from the development over the years will remain in the state as taxable income. City Council is urged to take the time to do the project in the time that is needed.
• Jason Van Dreisch, Local Motion, stated the project is good for a walkable and bike-able city. There have been discussions with the Administration about the creation of a first class bike commuter facility, public/private collaboration, to make biking a viable option for a cross-section of people, and to have a continuous and dedicated space for bike lanes and paths along the entire length of Pine Street. The developer has expressed commitment to the commuter bike facility, but not the bike lanes.  The other issues that have been raised need more conversation, but in the big picture the project is the right idea in the right place at the right time for making downtown Burlington more walkable, bike-able, and more vibrant.
• Solveig Overby said she has lived in a building like the one projected. The agreement commits the city to pursue a building height of 160’. PlanBTV does not contemplate core development with 160’ high, 14 story buildings. The planning commission in 2014 supported the code in FD-6 (downtown district) that specified building height from three stories to a maximum of 10 stories.  The planning commission and zoning department are working on the zoning. City Council is urged to remove the zoning promises from the agreement.
• Jason Robinson, small business owner, spoke in support of the mall, noting shoppers are savvy and spoiled with the internet so consolidated shopping in one area is needed with the space being a destination place for shoppers to spend their money.
• Debbie Ingram, Vermont Interfaith Action, spoke in support of the project because of the jobs, the affordable housing, and the student housing that will be created. Multi-generational and multi-income populations add to the diversity and create an environment where people like to live. City Council is urged to sign the development agreement. The project has gone through lots of scrutiny.
• Ian Klepeter spoke of sustainability and using existing buildings to live more efficiently. The transportation system should be upgraded equal to the amount of money to be invested in the mall to give all residents equal opportunity to move around downtown. There is question whether the connectivity of streets is for people or cars. Many people are not comfortable biking in Burlington. Mr. Kelpeter introduced a new game for Burlington called “Bike Bingo” which encourages people to bike around the city.
• Jay Vos, Ward 5, showed a visual representing the 14 story mall versus three story Church Street. Mr. Vos stressed a feasibility study, economic study, and environment impact study are needed as well as a 3-D model. To save money architecture students could do the model. If the city wants the rank and file resident to understand what is going on than do the studies.
• Maria McClellan, UVM Medical Center, said the medical center is pleased to be a part of the project and looks forward to signing the lease for office space for up to 400 employees in the renovated mall. The project is win-win for Burlington, UVM Medical Center, and employees. City Council is urged to sign the predevelopment agreement.
• Barbara Hedrick asked if the lease with the medical center is for the long term or just three years until the medical center build its own office building. Ms. Hedrick urged City Council not to rush to sign the agreement until all the information is known. The height of 160’ is too tall. PlanBTV has pictures of the new mall at only five stories taller than the parking lot on Cherry Street (Page 110-111 of the plan). The building could be less high by eliminating the penthouse. The developer should be paid fair market value for the two streets which were taken by the city by eminent domain years ago. The same approach should be used again to re-establish the streets.
• Meg Wallace, resident, expressed appreciation for the energy efficiency and other benefits of the development, but felt the predevelopment approval is hasty and unnecessary. The redevelopment agreement has not had a great deal of public input. A radical and permanent change will be made to the downtown area. City Council is urged to take the time and vote no to the predevelopment agreement.
• Rebecca Porter, resident, concurred about the speedy nature of voting on the project and urged taking more time to weigh the pros and cons. Height is a serious concern.  People need more time to find out about the project and give informed input. City Council is urged to vote no on the proposal.
• Virginia Munkelwitz, Vermont Interfaith Action, read a statement about the organization and urged City Council to move forward with the mall because the project supports affordable housing and housing for college students which will free up other housing in neighborhoods. Having health care more accessible with the UVM Medical Center offices at BTC is good. The project has gone through 18 months of review and lots of public process. The final design reflects the input.
• Steve Goodkind, resident, said it is clear per the agreement that Pine Street is not to be a through street. The housing mix for students and upper income residents is not good. Parking is on the frontage of Bank Street. If the parking were to be wrapped around then the height of the building could be lowered. Redeveloping the mall and bringing in jobs is good, but the growth needs to be organic and fit with the character of the city not something that is a fundamental change from what was done successfully. The design can be better. The housing can be better. City Council is urged to take the time and do it right so everyone is better off.
• Stephanie Hanley, Ward 5, urged going forward with the resolution because the projects keeps Burlington relevant on a national scale, the scale gives diversity to the landscape, and housing and jobs are provided especially for young professionals. Kudos to keeping everyone involved.
• Richard Deane, Ward 1, said a physical model of the project is needed once there is a detailed design.
• Charles Winkleman, Burlington Progressive Party, said many people have concerns with the project. Burlington is a great place. City Market took 13 years to locate in the city. How many of the 600 jobs will be new and permanent with a livable wage needs to be known.
• Jenny Kristal agreed the mall needs an overhaul, but Burlington is about nature, livability, connections to the world. There is concern about the building height. A model is needed. After 18 months of negotiation it is surprising there is not a model. There will be more shadows from the buildings. Business owners in the mall are wondering where they will go during the construction and whether they will be able to afford to move into the new space. City Council is asked to wait on the decision and consider all the comments.
• Samean Mohideen, small business owner, spoke in support of the mall project.
• Larry Lewack, resident and former planning commission member, stated higher density is Burlington’s destiny in the downtown core and the project provides this. There is concern about the accelerated review of the project and much to be gained by more in-depth review. Information is needed on the 36,000 s.f. grocery floor on the concourse level and the 16,000 s.f. nightclub adjacent to the daycare center on the concourse level. Assumptions about revenue and jobs need to be tested to see if there is a good fit to the city’s plan. The demand for student housing should be examined. Replacing an ugly parking garage with another ugly parking garage visible from Bank Street needs to be examined.
• Barbara McGrew, resident, spoke in favor of a vibrant downtown and mall, but said the decision should not be rushed. City Council is urged to postpone the vote until there is a 3-D scale model built. The agreement is vague and has language that is not enforceable.
• John George Wheeler, retail manager, said the additional housing will allow more competition with landlords. Parking is an issue in Burlington.
• Caryn Long said the decision should not just be financial. The mall needs a facelift, but not 14 stories. The agreement is not clear as to who the city is agreeing with and does not protect the city and taxpayers sufficiently.
• Michael Long said the predevelopment agreement is a loose and toothless document that needs further refinement.
• Doreen Kraft, small business owner, spoke in support of the redevelopment of the mall, but felt a 3-D model is needed. The project should be delayed until the public can see a 3-D mockup of the development to understand the scale and the impact.
• Monique Fordham spoke of the project being rushed and being paid off with a couple of murals by the developer which are not enough to see the downtown destroyed.

There were no further comments. Public Forum was closed at 9:19 PM.

3.0       CONSENT AGENDA

3.01 PROCEDURAL:         Amend/Adopt Consent Agenda and Take Action(s) as Indicated

3.02 COMMUNICATION:   Accountability List

3.03 COMMUNICATION:   Solveig Overby re: Criteria for Sale of BT

3.04 COMMUNICATION:   Water Main Relining Invitation to Bid

3.05 COMMUNICATION:   Robert Herendeen re: Height of Burlington Mall Project

3.06 COMMUNICATION:   License Agreement Renewals for Encumbrances Outside Church Street Marketplace

3.07 COMMUNICATION:   Mayor Weinberger re: Church Street Marketplace Wireless Network

3.08 COMMUNICATION:   City Attorney re: Church Street Marketplace Wireless Network

3.09 COMMUNICATION:   Analysis of Racial Disparities in Traffic Policing

3.10 COMMUNICATION:   FIO Documents

3.11 RESOLUTION:         Reappointment of William Ward as City Health Officer

3:12 RESOLUTION:         Transfer Funds to CEDO Professional Consultants Budget

3.13 RESOLUTION:          Loan Application for Sewer Pipe Assessment Project

3.14 RESOLUTION:          Loan for Integrated Water Quality Management Plan

3.15 PERMIT (four days): Special Event Indoor Entertainment Permit – Manhattan Pizza and Pub, Spielpalast Cabaret at Main Street Landing, 60 Lake Street

3.16 COMMUNICATION:   Solveig Overby re: BTC Predevelopment Agreement

3.17 COMMUNICATION:   Kelly Stoddard Poor re: Redevelopment BTC

3.18 PERMIT (one day):        Special Event Indoor Entertainment Permit – El Gato Cantina

MOTION by Councilor Colburn, SECOND by Councilor Roof, to accept the consent agenda (Items 3.01-3:18) including the following additions:

• Item 3.15 (Special Event Permit – Manhattan Pizza)
• Item 3.16 (Solveig Overby re: BTC Pre-Development Agreement)
• Item 3.17 (Kelly Stoddard Poor re: BTC Redevelopment)
• Item 3.18 (Special Event Permit – El Gato Cantina)

and take the action indicated. VOTING: unanimous; motion carried.

4.0       DELIBERATIVE AGENDA

4.01 TIF Public Improvements Budget, TIF District Revenue and Debt Service Projects

4.01 BTC Mall and TIF Analysis

Bob Rusten, CAO reviewed how the TIF functions and the education and municipal tax used to pay down TIF debt. Mr. Rusten reviewed different scenarios of borrowing at different interest rates (3.5%, 3.75%, 5% over 16 years) and revenue generated above expenses to show there will be sufficient money to pay off the total debt. An interest rate of 5% would create a cash flow issue in the initial years, but even with the worst case scenario (increase nonresidential tax rate, 5% interest, 16 years) there would be enough revenue to pay off the bond.  There are numerous steps in the process to make a determination of the ability to pay back the $22 million bond for public improvements.

Mayor Weinberger said City Council will have information on extending the TIF district for the BTC property beyond year 2025 and tax flows if the project is built versus if the project is not built.  With BTC in 2036 when the TIF expires there will be an additional half million dollars in the General Fund. There is a large financial impact on the education fund. In sum, there will be a substantial infusion from the public/private investment. City Council President Knodell added when the city does the next reappraisal the assessed value of the improvement could be adjusted presumably upward and not frozen.

4.02 BTC Predevelopment Agreement

MOTION by Councilor Paul, SECOND by Councilor Shannon, to execute the Predevelopment Agreement for the Burlington Town Center:

            DISCUSSION: The following comments were made:

• Councilor Paul read a statement thanking the community for lending their perspective and thanking her colleagues for cosponsoring the resolution (Wright, Shannon, Hartnett, Ayres, Roof). Thanks were extended to councilors Bushor, Colburn, Giannoni, and Knodell for engaging in conversation as all pondered the resolution. Councilor Paul said the resolution while brief is significant. The predevelopment agreement and attachments is 70 pages and many of the comments by the public have been addressed in these pages. Key points include:

• There will be 274 housing units at market rate, workforce, and inclusionary, commercial office space and retail space, indoor childcare space, and a parking garage with 925 spaces.
• St. Paul Street and Pine Street are reestablished between Cherry Street and Bank Street, and the rooftop observation deck will be open to the public.
• There are a number of protections that the public amenities will be built to the city’s satisfaction before any public money is paid to the mail owner.
• The developer will provide performance bonding or equivalent to ensure there is sufficient conventional financing that is understandable by all.
• There is a not to exceed amount of $21 million for public improvements paid by the TIF bond which has to be voted in November 2016.
• A reasonable effort must be made to provide jobs for low and moderate income Burlington residents to construct and operate the project and a livable wage must be paid.
• The developer will pay up to $16,000 for a 3-D scale model by an independent person chosen by City Council.
• Work will be done together on the zoning amendment for height and setback.

• Councilor Paul said City Council had in-depth discussion with legal counsel on the project and made modifications to the agreement to make a better agreement. There is a great deal to celebrate with the public/private partnership. Done well the project can meet many needs and add vibrancy and life to the community. Together with the transit center and reactivation of lost streets the many goals and objectives can be personified from PlanBTV, a document that included input from over 2000 residents and was sponsored and approved by City Council. The developer is implored to remember what attracted him to Burlington and to embrace the core values the community embraced with PlanBTV. The commitment to inclusiveness, sense of place, buying local, livability, and the precious feel of the downtown is really important to everyone. The community fiercely values public engagement and social discourse which are a good part of the reason for the Burlington feel, that sense of place, the feel that attracts people to live, work, play, shop, and visit here. The discourse has made for a better project because Don Sinex has taken the time and listened and made positive improvements to the project. Be mindful that Burlington guards its uniqueness that has garnered the city countless recognitions as a place people want to be, and any straying from that will be called out. The issue of building height is a concern. A lower height is preferred, but there is optimism through the schematic process when exact lines are drawn the height may be less than the 160’ maximum. The view must be protected and the needs of the city balanced. It is incumbent on the developer to be responsible with the agreement and do right by the residents. The predevelopment agreement is the first step in memorializing the partnership with the city. There will be much discussion in the months to come on specifics. Councilor Paul said she is confident the city and developer can work together as has been happening for the past many months and build a project to benefit the community for many years to come.

     MOTION by Councilor Tracy, SECOND by Councilor Colburn, to postpone action on the predevelopment agreement until the May 16, 2016 meeting.

                        DISCUSSION ON POSTPONING: The following comments were made:

• Councilor Tracy said the incredibly large and impactful agreement has only been out for 12 days. There was lots of public process, but lots of quiet time without the chance to comment. Sketch plans and ideas were received, but now there are the details in the agreement. Twelve days is not enough time to thoroughly vet the document let alone get public feedback to possibly incorporate into the agreement. In addition the agreement has changed substantially over the 12 day period (110 college student units reduced to 80 units is one example). The document is confusing with regard to the zoning changes which are very important. Constituents have many questions that have not yet been answered. How traffic will fit into the city’s parking plan is one issue. Councilor Tracy argued there is no downside to postponing the decision to May 16^th. The developer said the project would not be derailed nor has City Council done anything to delay progress to this point. City Council needs to take the time to do due diligence.
• Mayor Weinberger stressed the decision is not rushed. Following this early step with the predevelopment agreement there will still be negotiation and approval of the development agreement then the planning commission and City Council must adopt new zoning, City Council must decide on bringing the $22 million in TIF funding to a public vote and hold the vote, and then the permitting process will begin. At every step there is opportunity for public comment and deliberation. This first step with the predevelopment agreement is 18 months in coming. The process has been good and without direct precedent of a public/private transformative project of this nature. The technical team of experts advised City Council and the Administration for the past 18 months. The technical team allowed the city to be very tough and strong on a range of issues with respect to financial protection of the taxpayers and ensuring the project will have outstanding design when built. The public has responded to the process. There have been nine public meetings up to this first step. The basic concept of the project has been clear throughout the process (i.e. raise the height limit and make a TIF investment). Executive Sessions with City Council on the agreement started three months ago. It is not an exaggeration to say there has been more public scrutiny, examination, and deliberation with this early step than perhaps any other decision City Council and the Administration have made together. There has been an extreme amount of process leading up to the predevelopment agreement which is just the first step. There is a cost to delay. Hesitating to take the first step leaves the possibility the city may not have the opportunity to succeed in later steps.
• Councilor Bushor referred to communications on April 27^th and 29^th from the developer to City Council and the Mayor regarding the medical center needing assurance to move forward and urging action before a milestone is missed. Don Sinex explained UVM Medical Center like any other tenant is looking for certainty. The medical center is currently in facilities downtown, but will consolidate into the BTC project. The medical center wants to know City Council, the Administration, and the permit process will go forward so they can plan their needs for their employees by a date certain. Milestones are set by taking that date certain and working backward. If City Council is not going to approve the development agreement then the medical center will terminate the agreement with the developer because ongoing milestones will not be met. The medical center wants to know the project is moving forward and the preliminary step of the predevelopment agreement is an indication.  The agreement with the medical center said the predevelopment agreement would be ratified by the end of April, but the deliberation was misgauged and the medical center was notified of the missed milestone. There is a safety valve in the agreement, but if subsequent milestones are missed then the agreement is in jeopardy. The delivery date is tied to the medical center’s current lease expiring and the need for space by a date certain. The next milestone is the zoning ordinance.
• Councilor Colburn noted the predevelopment agreement says approval on May 2^nd and execution on May 16^th so the motion to postpone is in compliance with what is stated. The agreement was discussed in Executive Session, but the information could not be shared with constituents for feedback. There has been good movement on the agreement in the last week. More time to engage with constituents would be welcomed especially since an investment of $22 million of public money is involved to create the tallest building in the state. Asking for two more weeks to make sure residents have time to engage in what is in the agreement is not a radical notion.
• Councilor Shannon said there is nothing gained by waiting two weeks. The predevelopment agreement is not intended to answer all the questions, but set forward intentions and a framework by which questions will be answered in the future. The major impact review or traffic impact will not be known in two weeks. There will not be a 3-D model in two weeks. There have been postings on Front Porch Forum by councilors and constituents have given input. City Council should do further investigation and get answers through the additional steps before November so constituents can vote, but the predevelopment agreement is needed to get to that point. [It was clarified the language in the agreement says the vote will take place by November 2016.]

                        There were no further comments on the motion to postpone.

     VOTING ON MOTION TO POSTPONE (by roll call): Councilor Bushor – aye,   Councilor Tracy – aye, Councilor Colburn – ayes, Councilor Giannoni – ayes, Councilor Roof – nay, Councilor Wright – nay, Councilor Knodell – nay, Councilor Hartnett – nay, Councilor Shannon – nay, Councilor Paul –             nay, Councilor Ayres – nay, Councilor Mason – recused (4 ayes, 7 nays, one    recusal); motion does not carry.

            CONTINUED DISCUSSION ON ORIGINAL MOTION TO ADOPT: The   following was noted:

• Councilor Wright said he is proud of the due diligence done by City Council with the project and in light of the situation with BT and Jay Peak it was even more important to ask tough questions to make the proposal as tight as possible with as many safeguards as possible and this was achieved. There were a number of concerns (height, housing component, number of students) and there is a 15 year sunset on the agreement so the issues can be reviewed if not working. Thanks are extended to Don Sinex for listening to the concerns and working to earn City Council’s support which is the first step in a number of steps. The mall is in desperate need of a makeover. Housing is being added that is desperately needed. Office space and jobs will be brought to the downtown area. All this will strengthen the downtown. It is critically important to take the first step and approve the predevelopment agreement. City Council has done due diligence and vetted and strengthened the project.
• Councilor Bushor thanked the councilors and attorneys who supported City Council and acknowledged the feeling by residents that there has not been enough time. The predevelopment agreement lays the foundation for what will be done and what the future will hold, but the agreement is vague.  City Council met in Executive Session and spent lots of time to ensure the city is protected financially. City Council listened to the residents. The developer has been responsive to questions and requests. The number of student beds was reduced, but it is still a concern. Height is still an issue (160’ is too high). Councilor Bushor said she will support the agreement with hope comments on height will be re-evaluated. Burlington does need what is being offered with the project.
• Councilor Giannoni calculated Champlain College housing is reduced from 40% to 30% of the housing. The final agreement must be clear on (1) how the new streets fit into the walk/bike master plan, (2) how increased traffic is managed, (3) impact on city services and if the revenue generated will cover the impact (i.e. cost of a new fire truck or sewer and water infrastructure update), (4) intent of inclusionary units with socia-economic integration fulfilled, (5) more of a mix of units, not just one bedroom units, (6) effort put into creating an affordable condo development, (7) clarity/details on the supermarket, (8) voters having the opportunity to weigh in on the zoning change before the final development agreement and before permitting begins, (9) feasibility or market study and the model being done before the TIF vote. Councilor Giannoni said the apprenticeship program to train people in skill trades is exciting. Paying a livable wage, storm water retention features in the project, solar panels, LEED Gold standard, and opening up the street grid are all good. Hard work has been done to limit the city’s risk by having the developer pay for improvements then get reimbursed once the certificate of occupancy is issued.
• Councilor Ayres thanked all for the input, comments, and diligence given the process. The project gives Burlington the opportunity to embrace its role as Vermont’s vibrant urban center, largest city, center of commerce, community, diversity and culture. There is a steadily degrading obsolete mall and the opportunity to turn that around and create a substantial number of jobs. The project will meet a substantial need in the community for market rate, workforce, affordable, and student housing. St. Paul Street and Pine Street will be reconnected so the south end is connected to downtown and the old north end. Building height is a concern, but the height is needed to be a more sustainable building. If the height is lowered there will be more mass in the frontage which is also a concern. The vote is on the predevelopment agreement and there will be an extraordinary range of opportunity in the coming months before planning and zoning officials, design advisory board, and DRB to address many of the concerns expressed. All are urged to continue due diligence.
• Councilor Tracy recalled he did express optimism when the mall was proposed and hope that the historic wrong with urban renewal could be made right. It was also hoped that the process and result would be a reflection of the old north end as the most diverse neighborhood in the state and be more accessible to people in the old north end with multiple different in points economically, culturally, and racially. The project went through a decent amount of public process, but more needs to be done. Councilor Tracy said he cannot support the agreement because: (1) The housing mix only meets minimum requirements for inclusionary zoning. There is $21 million in TIF funds so there should be more affordable and/or workforce housing. The type of affordable housing is one bedroom units above the parking garage which does not meet the idea of inclusionary to bring people together across the economic spectrum. (2) The student mix with a couple of hundred students in two locations may not work and it is not certain housing in neighborhoods will be freed up. Champlain College said they are going to build housing anyway so they do not need to have prime real estate. (3) Economic feasibility should be at the forefront in light of Jay Peak. The economic feasibility study is needed before investment of more time to know there is a market for the project. There are still questions to be answered with the developer’s organizational chart. There is a lot of language to be worked out with the zoning change and whether the entire project can be terminated if the overlay is not approved. A 3-D model has not been seen in context of the project with surrounding properties. (4) The city is getting the streets, but the streets will benefit the development. Opening up the streets is positive, but verification is needed the connectivity will work traffic-wise and the 900 parking spaces will fit with the parking plan. Strong ‘complete street’ infrastructure is needed. Also, the developer has the ability to close the streets without going through the normal street closure process. The developer should not be able to close streets under any special process. (5) More time is needed to get all the information before making a decision. More work is needed to get to a “yes” vote.
• Councilor Shannon commented if the zoning change is not made the developer can terminate the contract and the project. Councilor Shannon said she likes a human scale city with human scale problems that can be solved. The buildings need to be the same. This can be done by having a lower building on the street and height in the back. The existing mall is an awful fortress that consumes the center of the downtown. Opening that up is worth something as is having the street grid back. Closing the streets for events will be a shared community benefit. The project is so much better than what is there today.  The developer’s willingness to listen to a tremendous amount of public input is appreciated. The public will get to weigh in on the project with their vote. Hopefully something is created by then that the public is able to support.
• Councilor Colburn said the feasibility study and market analysis will give clarity on the right height, mass, and scale of the project as well as the housing profile and ratio of student housing. There have been significant changes in the predevelopment agreement. Less student housing is wanted and a more diverse mix. The predevelopment agreement sets up critical next steps that call for a model and feasibility study and puts the city in the driver’s seat. Still needed are the feasibility and market analysis studies before voting on the zoning overlay, the physical model for the zoning discussion, and siting the inclusionary housing units in socio-economic integration.
• Councilor Roof said a thorough job has been done over the past 18 months. There is a desperate need for housing. Demand cannot be met with in-fill development. City Council needs to commit to developing, developing smart, and at times developing in volume to meet demand of the millennials and the aging populations and populations across all socio-economic classes. The resolution is a step forward in a transformational and cultural shift in downtown Burlington in how big challenges are approached. The project is one more step in a positive direction. The developer is challenged to make the project the best it can be.

At 10:30 PM the following action was taken:

MOTION by Councilor Wright, SECOND by Councilor Paul, to suspend the rules and complete only agenda item 4.02 (BTC Predevelopment Agreement). VOTING: unanimous; motion carried.

Discussion resumed on the approval of the BTC Predevelopment Agreement. Councilor Paul called the question and then withdrew the action to allow City Council President Knodell to comment.

• City Council President Knodell said she is proud of City Council and the grappling with the predevelopment agreement that was reviewed line-by-line, discussed with legal counsel, questions asked and answered. The process has been good. There are important additional safeguards created for the city including the market feasibility study that City Council will have before the vote on the final development agreement. The developer agreed to do the equivalent of a performance bond as a completion guarantee for the private improvements.

            There were no further comments.

VOTING ON ORIGINAL MOTION TO ADOPT (by roll call): Councilor Tracy – nay, Councilor Bushor – aye, Councilor Colburn – aye, Councilor Giannoni – aye, Councilor Roof – aye, Councilor Wright – aye, Councilor Knodell – aye, Councilor Hartnett – aye, Councilor Shannon – aye, Councilor Paul – aye, Councilor Ayres – aye, Councilor Mason – recused (10 ayes, 1 nay, one recusal); motion carried.

5.0       COMMITTEE REPORTS

No report.

6.0       CITY COUNCIL – GENERAL AFFAIRS

No report.

7.0       CITY COUNCIL PRESIDENT – COUNCIL UPDATES

No report.

8.0       MAYOR – GENERAL AFFAIRS

No report.

9.0       ADJOURNMENT

With no further business and without objection the meeting was adjourned at 10:35 PM.

RScty: MERiordan