OVERLAND PARK CITY COUNCIL MEETING

September 21, 2015

Mayor Carl R. Gerlach called the Overland Park City Council meeting to order at 7:30 p.m. The following members were present, constituting a quorum:

Mr. Paul Lyons, Council President; Mr. Terry Goodman; Mr. Richard Collins; Mrs. Terry Happer Scheier; Mr. John H. Thompson; Mr. Fred Spears; Mr. David White; Mr. Dave Janson; Mr. Jim Kite; Mr. Curt Skoog; Mr. Dan Stock; and Mr. John Skubal.

Also present were: Mr. Bill Ebel, City Manager; Mrs. Kristy Stallings, Deputy City Manager; Mr. Mike Santos, City Attorney; Mr. Steve Horner, Senior Assistant City Attorney; Mr. Jack Messer, Director of Planning and Development Services; Mr. Tony Cosby, Director of Recreation Services; Mr. Greg Ruether, Director of Parks Services; Mr. Frank Donchez, Chief of Police; Mr. Bryan Dehner, Fire Chief; Mrs. Vicki Irey, Chief Information Officer; Mr. Brian Shields, City Traffic Engineer; Mr. Dave Scott, Chief Financial Officer; Mr. Mike Garcia, Chief Human Resources Officer; Mrs. Leslie Karr, Manager of Current Planning; Mrs. Kate Gunja, Assistant City Manager; Mrs. Tammy Owens, Deputy City Attorney; Mr. Aaron DuBois, Planner I; Mr. Tony Meyers, Manager of Engineering Services; Mr. Sean Reilly, Communications Manager; and Ms. Kathleen Behrens, Recording Secretary. The Council Chamber was filled to capacity.

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PLEDGE OF ALLEGIANCE

Mayor Carl R. Gerlach led the audience in the Pledge of Allegiance.

PUBLIC HEARING

MAYOR CARL R. GERLACH

Mayor Gerlach recognized the Shawnee Mission West High School Government Class; Shawnee Mission North High School Government Class; and a Boy Scout from Troop 265, sponsored by Holy Spirit Catholic Church.

PROCLAMATION – Proclaiming September 17-23, 2015, as Constitution Week in Overland Park.

Mayor Gerlach presented a proclamation proclaiming September 17-23, 2015, as Constitution Week in Overland Park. He noted September 17, 2015, marks the 228th anniversary of the creation of the Constitution.

PROCLAMATION – Proclaiming October 4-10, 2015, as Fire Prevention Week in Overland Park.

Mayor Gerlach presented a proclamation proclaiming October 4-10, 2015, as Fire Prevention Week in Overland Park.

Overland Park City Council Meeting September 21, 2015 Page 2

REAPPOINTMENT TO THE BOARD OF ZONING APPEALS William Bode – Term 9-17-15 to 9-17-18

Mayor Gerlach presented a reappointment, William Bode, to the Board of Zoning Appeals for a term of September 17, 2015, to September 17, 2018. Council President Paul Lyons moved to approve the reappointment of William Bode to the Board of Zoning Appeals as outlined. Mr. Fred Spears seconded the motion, which carried by a vote of 12 to 0. COUNCIL PRESIDENT PAUL LYONS No report. CITY MANAGER BILL EBEL No report. CONSENT AGENDA COMMUNITY DEVELOPMENT – Committee Items:

AGREEMENT – Devin L. Field, for the acquisition and installation of a mobius art sculpture titled “Hybrid Circle” for the City Place Development located at College Boulevard and U.S. 69 Highway for placement on one roundabout along Switzer within the development as required in the City Place Development Agreement. ABATEMENT OF UNSAFE AND DANGEROUS STRUCTURE – 10915 West 109th Street.

FINANCE, ADMINISTRATION AND ECONOMIC DEVELOPMENT – Committee Items:

REQUEST TO WAIVE POLICY AND AUTHORIZE DISPOSITION OF PROPERTY – Alamar Uniforms and Equipment for the exchange of ammunition of 4,400 rounds of unusable .308 caliber-168 grain, Federal rifle ammunition for a quanity of 9mm ammunition with an equal value. REVIEW OF MUNICIPAL COURT JUDGES PRO TEMPORE AGREEMENT – A Connecting Pointe, for Community Weekend Intervention Program services for a three-year period, from January 1, 2016, through December 31, 2018. AGREEMENT – Strahm Automation and Mailing to process mail from City Hall for a three-year period, from November 1, 2015, through November 1, 2018. ORDINANCE NO. TF-2910, A – Renewing a contract franchise with ExteNet Systems, Inc., to construct, operate and maintain a telecommunications system as a competitive infrastructure provider in the City.

Overland Park City Council Meeting September 21, 2015 Page 3

APPROVAL OF INVESTMENT AND CASH MANAGEMENT POLICY

FINANCE, ADMINISTRATION AND ECONOMIC DEVELOPMENT – Staff Items: COUNCIL MINUTES – July 6, July 20, and August 17, 2015.

EXPENDITURE ORDINANCE NO. 8B – Outlining the expenditures from the General Operating Fund for August 12 through August 25, 2015. EXPENDITURE ORDINANCE NO. 9A – Outlining the expenditures from the General Operating Fund for August 26 through September 8, 2015. ACCOUNTS PAYABLE AUTOMATION EXPENDITURE ORDINANCE NO. 9A – Outlining the expenditures from the General Operating Fund for August 26 through September 8, 2015. CAPITAL PROJECTS EXPENDITURE ORDINANCE NO. 9A – Outlining the expenditures from the Capital Projects Fund for August 27 through September 2, 2015. CAPITAL PROJECTS EXPENDITURE ORDINANCE NO. 9B – Outlining the expenditures from the Capital Projects Fund for September 3 through September 9, 2015. CAPITAL PROJECTS EXPENDITURE ORDINANCE NO. 9C - Outlining the expenditures from the Capital Projects Fund for September 10 through September 16, 2015.

PUBLIC WORKS - Staff Items:

ORDINANCE NO. CON-3100 – Authorizing and providing for the acquisition of lands or interests therein by condemnation for the construction of 159th Street from Nall to Mission in the City.

Mayor Gerlach presented the Consent Agenda for approval and asked if there were any items that needed to be removed for separate discussion. Mr. Jim Kite requested the removal of Ordinance No. TF-2910, A for the purpose of abstaining from the vote on this item. Mr. Lyons moved to approve the Consent Agenda as presented, excluding Ordinance No. TF-2910,A. Mrs. Terry Happer Scheier seconded the motion, which carried by a roll-call vote of 12 to 0. Mr. Lyons moved to approve Ordinance No. TF-2910, A, as outlined. Mrs. Happer Scheier seconded the motion, which carried by a roll-call vote of 11 to 0 to 1. Mr. Kite abstained.

Overland Park City Council Meeting September 21, 2015 Page 4 REGULAR AGENDA COMMUNITY DEVELOPMENT – Committee Report: Terry Happer Scheier, Chair No report. COMMUNITY DEVELOPMENT - Staff Report: Director of Planning and Development Services Jack Messer provided an update regarding the large item pick-up. He provided a map of Area 1, which was supposed to have been complete last weekend. Staff attempted to identify those areas where they have mainly picked up, but the contractor has struggled in those areas and has not started some of the pick ups. Staff has been in discussions with Deffenbaugh and are continuing those discussions. The primary individuals that staff has dealt with in the past and took care of this issue are no longer with Deffenbaugh. There will be pick-ups made throughout this week, but they will continue to work on the various areas until the work is done. PUBLIC SAFETY - Committee Report: Dave Janson, Chair No report. PUBLIC SAFETY – Staff Report: No report. FINANCE, ADMINISTRATION AND ECONOMIC DEVELOPMENT – Committee Report: Terry Goodman, Chair

REPORT FROM THE SPECIAL FINANCE, ADMINISTRATION AND ECONOMIC DEVELOPMENT COMMITTEE MEETING HELD MONDAY, SEPTEMBER 21, 2015:

THE VUE REDEVELOPMENT PROJECT – Consideration of Tax Increment Financing Incentive and Authorization to Prepare a Redevelopment Project Plan and forward to the Planning Commission for review, related to the proposed mixed-use residential and commercial project located on the southeast corner of 80th Street and Marty. (The Vue Redevelopment Project).

Mr. Goodman explained that the Finance, Administration and Economic Development Committee met in a special meeting prior to the Council meeting to consider The Vue redevelopment project; Nall Hills CID project (Resolution No. 4174); and the Ranch Mart South CID project, (Resolution No. 4175). Mr. Goodman moved for approval of The Vue redevelopment project to authorize 100 percent of the property tax increment to be applied to the project; to authorize the applicant’s request for $460,180 in CID reimbursements; to direct staff to prepare a tax increment financing redevelopment project plan, which applies 100 percent of the

Overland Park City Council Meeting September 21, 2015 Page 5 property tax increment to the project and forward it to the Planning Commission for review; and to direct staff to prepare a resolution scheduling the required public hearings related to the CID request for Council consideration. Mr. Kite seconded the motion. Mayor Gerlach favored the approval of The Vue, but he felt they have reached a point where they need to get these kinds of projects moving along. The Council has been discussing the need for first-in projects and to get the momentum going. This is the fourth project the Council would approve for the Downtown area. He has heard in many of the previous discussions that 100 percent of the tax increment could be going to the project, and he questioned the future use of the tax increment financing program. He encouraged the Council to be concerned about that issue in the future on any other projects. The motion made by Mr. Goodman to approve The Vue Redevelopment Project, seconded by Mr. Kite, carried by a roll-call vote of 11 to 0 to 1. Mr. Stock abstained.

RESOLUTION NO. 4174 – Providing for notice of a public hearing concerning the advisability of the creation of a Community Improvement District within the City and declaring the intent of the City to levy a Community Improvement District Sales Tax. (Nall Hills CID Project)

Mr. Goodman moved to approve Resolution No. 4174 regarding the Nall Hills CID Project as outlined. Mr. Stock seconded the motion, which carried by a roll-call vote of 12 to 0.

RESOLUTION NO. 4175 – Providing for notice of a public hearing concerning the advisability of the creation of a Community Improvement District within the City and declaring the intent of the City to levy a Community Improvement District Sales Tax. (Ranch Mart South CID Project)

Mr. Goodman recused himself from consideration and vote on Resolution No. 4715, as he is a former employee of the Bank of Blue Valley. Mr. David White moved to approved Resolution No. 4175, Ranch Mart South CID Project, as outlined. Mr. Stock seconded the motion, which carried by a roll-call vote of 11 to 0 to 1. Mr. Goodman abstained.

CONSIDERATION OF ECONOMIC DEVELOPMENT REVENUE BONDS AND REQUEST FOR TAX ABATEMENT – HLBT Associates, L.L.C., and Mariner Holdings, L.L.C., related to the development of Nall Corporate Center II located on the southwest corner of 119th Street and Nall.

City Manager Bill Ebel noted that two specific directions to staff need to be included in the motion of this item. First is to schedule a public hearing subject to the cost benefit analysis for the Economic Development Revenue Bonds (EDRB); and secondly, to direct staff to prepare a resolution of intent declaring the City’s intent to issue the EDRBs for Council consideration. Mr. Goodman moved to approve the Consideration of Economic Redevelopment Revenue Bonds and Request for Tax Abatement for HLBT Associates, L.L.C., and

Overland Park City Council Meeting September 21, 2015 Page 6 Mariner Holdings, L.L.C., related to the development of the Nall Corporate Center II located on the southwest corner of 119th Street and Nall; to schedule a public hearing subject to the cost benefit analysis for Economic Redevelopment Revenue Bonds; and to direct staff to prepare a resolution of intent declaring the City’s intent to issue the Economic Redevelopment Revenue Bonds. Mr. Stock seconded the motion, which carried by a vote of 12 to 0. FINANCE, ADMINISTRATION AND ECONOMIC DEVELOPMENT – Staff Report:

RESOLUTION NO. 4182 – Regarding the Municipal Court and increasing the not to exceed amount of compensation for Pro Tempore Judges from $120 per session to $200 per session.

Deputy City Manager Kristy Stallings presented Resolution No. 4182, regarding the Municipal Court and increasing the not to exceed amount of compensation for Pro Tempore Judges from $120 per session to $200 per session. She explained that was a matter what was considered by the FAED Committee on September 16, 2015, and they unanimously recommended that the change proposed by the Administrative Law Judge be approved. Resolution No. 4182 implements that change regarding the maximum salary for Pro Tempore Judges. Mr. Goodman moved to recommend approval of Resolution No. 4182 as presented. Mr. Stock seconded the motion, which carried by a vote of 12 to 0.

ORDINANCE NO. CID-3093 – Delaying collection of the Prairiefire Community Improvement District No. 2 Community Improvement District Sales Tax from January 1, 2016, and providing for the collection of that Community Improvement District No. 2 Sales Tax effective October 1, 2017. (Prairiefire CID No. 2).

Deputy City Attorney Tammy Owens presented Ordinance No. CID-3093, stating it was in response to a petition from all property owners within the Prairiefire Phase II CID project, which delays the effective date of the collection of the CID sales tax from January 1, 2016, to October 1, 2017. She also noted a red-lined version of the documentation was included in the packet materials. She prepared changes to the document that was originally placed in the packet materials to be more affirmative in their statements about delaying the sales tax and to be consistent with their previous ordinances delaying sales taxes. Mr. Goodman moved to approve Ordinance No. CID-3093 as presented, including the suggested changes. Mr. White seconded the motion, which carried by a roll-call vote of 12 to 0.

SUMMARY AND RESULTS OF BOND SALE – Approximately $15,935,000 principal amount of Internal Improvement Bonds, Series 2015A; approximately $2,330,000 principal amount of Internal Improvement Refunding Bonds, Series 2015B; and approximately $18,495,000 principal amount of Internal Improvement Refunding Bonds, Series 2015C.

Chief Financial Officer Dave Scott presented a summary of results of the bond sale held September 21, 2015, at 10:30 a.m. He noted that Ms. Heather Casperson with Public Financial Management, Inc., (PFM) and the City’s bond counsel representatives

Overland Park City Council Meeting September 21, 2015 Page 7 were present to discuss the bond sale. The first bond issue was for Internal Improvement Bonds, Series 2015A, for $15,935,000, which was resized to $16,125,000. These are primarily 10-year bonds except for the Public Safety facility, which is a 20-year bond. Standard City policy is to bond buildings for 20 years. The other projects included in that bond issue were the Switzer Road/College Boulevard to Indian Creek salt storage facility; 159th Street, Nall to Mission; Roe Park Enhancements; and Quivira, 151st Street to 159th Street. The second bond issue was the current Internal Improvement Refunding Bonds, Series 2015B, for $2,330,000, which was resized to $2,215,000, for the 2004A outstanding bonds, which covered various street and thoroughfare improvements. These outstanding bonds had an interest rate of 4.5 percent. The final bond issue, Internal Improvement Refunding Bonds, Series 2015C, was an advance refunding bond issue for $18,495,000, which was slightly resized to $18,470,000, for the 2007 outstanding bonds. These bonds are for the Soccer Complex, Sanders Justice Center, Tomahawk Community Center renovations, and street improvements and thoroughfares. These bonds also had an outstanding interest rate of 4.5 percent. On August 24 and 25, 2015, City officials including the Mayor, FAED Committee Chair, City Manager, Deputy City Manager and he went to Dallas to meet with representatives of Moody’s, Fitch, and Standard and Poor’s to discuss the City’s financial position with these bond issues. On September 8, 2015, staff had a conference call with Fitch to update them on the City’s financial position along with these bond issues. Last week, the City received notice from the rating agencies that the City retained its Triple-A bond rating from all three agencies. Today there was a bond sale to receive bids on the three bond issues. He noted that Ms. Casperson would provide the bid results of the three bond issues. Ms. Heather Casperson, Public Financial Management, Inc., (PFM), presented a recommendation to the Council that summarizes much of the information Mr. Scott just presented. At the bond sale, they took in electronic bids. For the Series 2015A, new money issue, they received eight bids, with the best bid coming from Piper Jaffray. The estimated true interest cost they had provided in August was 2.53 percent. The actual true interest cost came in at 2.29 percent. For the Series 2015B Bonds, which was the current refunding of the 2004 bond issue, they received six bids, with the lower bidder being Hutchinson Shockey Erley and Company. The projections they provided in August was a true interest cost estimate of 1.19 percent, which came in at 1.02 percent. The third bond issue, Series 2015C Bonds, is the advance refunding. Ten bids came in on this bond issue, with the best bid coming from Piper Jaffray. Their estimated rate in August was 2.36 percent, but the actual true interest rate came in at 2.07 percent. When the bids came in electronically, she noted that Piper Jaffray’s bid on the Series 2015A and 2015C Bonds came in at exactly 10:30 a.m., with not a second to spare in the sale. Ms. Casperson referred to the Series 2015C bond issue, stating the cover bid is five basis points more. Piper Jaffray indicated after the sale that they had done some pre-marketing of this bond issue, and they had pre-marketed and sold a very large amount. The underwriter discount on this series was 1.87 per 1,000, and normally it is $7, which provides an excellent low cost for the City and contributed to the savings.

Overland Park City Council Meeting September 21, 2015 Page 8 In August, when the Council adopted the resolutions authorizing the sale of the bonds, PFM provided some projections. The projection for the current refunding was a gross savings of about $143,000, but the actually gross savings is now $153,000. For the Series 2015C Bonds, advance refunding, the projection was $1.2 million, but the actual is $1.6 million. PFM has checked the bids and all conform. They recommend awarding the Series 2015A and 2015C Bonds to Piper Jaffray, and the Series 2015B Bonds to Hutchinson Shockey Erley and Company. She offered to answer questions about the bond issues. Mr. Terry Goodman asked if any Council action was required to be taken on the Summary and Results of the Bond Sale. Mrs. Stallings noted it was informational and no action was required.

RESOLUTION NO. 4176 – Accepting the best bid for approximately $15,935,000 principal amount of Internal Improvement Bonds, Series 2015A, and authorizing further action in connection with the issuance and sale of said bonds.

Mr. Goodman moved to approve Resolution No. 4176, accepting the best bid for the Internal Improvement Bonds, Series 2015A, as updated with a final par amount of $16,125,000, authorizing further action in connection with the issuance and sale of said bonds. Mr. David White seconded the motion, which carried by a roll-call vote of 12 to 0.

ORDINANCE NO. B-3101 – Authorizing the issuance and delivery of approximately $15,935,000, principal amount of Internal Improvement Bonds, Series 2015A, for the purpose of providing funds to pay the costs of certain improvements; and providing for the levy and collection of an annual tax for the purpose of paying the principal of and interest on the Series 2015A Bonds as they become due.

Mr. Goodman moved to approve Ordinance No. B-3101, authorizing the issuance and delivery of the Internal Improvement Bonds, Series 2015A, as updated with the final par amount of $16,125,000 as outlined. Mr. White seconded the motion, which carried by a roll-call vote of 12 to 0.

RESOLUTION NO. 4177 – Prescribing the form and details of and authorizing the delivery of Internal Improvement Bonds, Series 2015A, in the principal amount of approximately $15,935,000 and making certain covenants with respect thereto.

Mr. Goodman moved to approve Resolution No. 4177, prescribing the form and details of the Internal Improvement Bonds, Series 2015A, as updated with the final par amount of $16,125,000 and making certain covenants with respect thereto. Mr. Paul Lyons seconded the motion, which carried by a roll-call vote of 12 to 0.

RESOLUTION NO. 4178 – Accepting the best bid for approximately $2,330,000 principal amount of Internal Improvement Refunding Bonds, Series 2015B, and authorizing further action in connection with the issuance and sale of said bonds.

Overland Park City Council Meeting September 21, 2015 Page 9 Mr. Goodman moved to approve Resolution No. 4178, accepting the best bid for the Internal Improvement Refunding Bonds, Series 2015B, as updated with the par amount of $2,215,000 and authorizing further action in connection with the issuance and sale of said bonds. Mr. Lyons seconded the motion, which carried by a roll-call vote of 12 to 0.

ORDINANCE NO. B-3102 – Authorizing the issuance and delivery of approximately $2,330,000 principal amount of Internal Improvement Refunding Bonds, Series 2015B, for the purpose of providing funds to pay the costs of refunding certain outstanding Internal Improvement Bonds of the City; and providing for the levy and collection of an annual tax for the purpose of paying the principal of and interest on the Series 2015B Bonds as they become due.

Mr. Goodman moved to approve Ordinance No. B-3102, authorizing the Internal Improvement Refunding Bonds, Series 2015B, as updated with the final par amount of $2,215,000 as outlined. Mr. White seconded the motion, which carried by a roll-call vote of 12 to 0.

RESOLUTION NO. 4179 – Prescribing the form and details of and authorizing the delivery of Internal Improvement Refunding Bonds, Series 2015B, in the principal amount of approximately $2,330,000 and making certain covenants with respect thereto; prescribing the form and details of and authorizing the delivery of Internal Improvement Refunding Bonds, Series 2015B, in the principal amount of approximately $2,330,000; and making certain covenants with respect thereto.

Mr. Goodman moved to approve Resolution No. 4179, prescribing the form and details of the Internal Improvement Refunding Bonds, Series 2015B, as updated with the final par amount of $2,215,000 and making certain covenants with respect thereto. Mr. Lyons seconded the motion, which carried by a roll-call vote of 12 to 0.

RESOLUTION NO. 4180- Accepting the best bid for approximately $18,495,000 principal amount of Internal Improvement Refunding Bonds, Series 2015C, and authorizing further action in connection with the issuance and sale of said bonds.

Mr. Goodman moved to approve Resolution No. 4180, accepting the best bid for the Internal Improvement Refunding Bonds, Series 2015C, as updated with the final par amount of $18,470,000, and authorizing further action in connection with the issuance and sale of said bonds. Mr. Lyons seconded the motion, which carried by a roll-call vote of 12 to 0.

ORDINANCE NO. B-3103 – Authorizing the issuance and delivery of approximately $18,495,000 principal amount of Internal Improvement Refunding Bonds, Series 2015C, for the purpose of providing funds to pay the costs of refunding certain outstanding Internal Improvement Bonds of the City; and providing for the levy and collection of an annual tax for the purpose of paying the principal of and interest on the Series 2015C Bonds as they become due.

Mr. Goodman moved to approve Ordinance No. B-3103, authorizing the Internal Improvement Refunding Bonds, Series 2015C, as updated with the final par amount of

Overland Park City Council Meeting September 21, 2015 Page 10 $18,470,000 as outlined. Mr. Lyons seconded the motion, which carried by a roll-call vote of 12 to 0.

RESOLUTION NO. 4181- Prescribing the form and details of and authorizing the delivery of Internal Improvement Refunding Bonds, Series 2015C, in the principal amount of approximately $18,495,000 and making certain covenants with respect thereto.

Mr. Goodman moved to approve Resolution No. 4181, prescribing the form and details of the Internal Improvement Refunding Bonds, Series 2015C, as updated with the final par amount of $18,470,000, and making certain covenants with respect thereto. Mr. White seconded the motion, which carried by a roll-call vote of 12 to 0. Mayor Gerlach appreciated the report given by PFM and staff, noting the City saved $1.6 million through the bond sale. ORDINANCE NO. B-3104 – Authorizing the City to issue Federally Taxable Private Activity Bonds, Series 2015, in the principal amount not to exceed $11,000,000 for the purpose of financing the acquisition, construction, equipping, and furnishing of a Senior Living Facility and authorizing execution of certain documents in connection with the issuance of the bonds (City Place Senior Living Project). Deputy City Manager Kristy Stallings presented Ordinance No. B-3104, stating this ordinance was related to the City Place development project at College and U.S. 69 Highway. In July, the Governing Body approved a transferee agreement, transferring a portion of the City Place development to a company by the name of CAVS Overland Park Property Owner, L.L.C. One of the components of that transferee agreement was to permit the transferee to have the benefit of the Economic Development Revenue Bonds for the purpose of receiving sales tax exemption on construction materials, and equipping and furnishing a senior living facility. Ordinance No. B-3104 authorizes the issuances of those bonds in the amount of $11,000,000, and further authorizes documents including the trust indenture with BOKF, N.A.; Lease Agreement, Site Lease Agreement, and Bond Purchase Agreement between the City of Overland Park and CAVS Overland Park Property Owner, L.L.C. She noted representatives from the City’s bond counsel, Kutak Rock, LLP, were present to answer questions, as well as staff. Staff recommended approval of Ordinance No. B-3104 as outlined. Mr. Terry Goodman moved to approve Ordinance No. B-3104 as presented. Mr. David White seconded the motion, which carried by a roll-call vote of 12 to 0. PUBLIC WORKS - Committee Report: Fred Spears, Chair

REPORT FROM PUBLIC WORKS COMMITTEE MEETING HELD MONDAY, SEPTEMBER 21, 2015: REQUEST FOR MEDIAN BREAK – 159th Street and Melrose.

Mr. Spears presented a report from the Public Works Committee meeting held September 21, 2015. He presented a request for a median break located at 159th Street and Melrose, upon completion of the new construction of 159th Street.

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AGREEMENT – Walter P. Moore and Associates, Inc., for engineering/architectural services for the 2017 Neighborhood Street Reconstruction Program, in an amount not to exceed $351,950, plus a contingency fee of $10,000 for a total contract amount of $361,950.

Mr. Spears presented an agreement with Walter P. Moore and Associates, Inc., for engineering/architectural services for the 2017 Neighborhood Street Reconstruction Program for a total amount of $361,950.

AGREEMENT – Board of County Commissioners of Johnson County, for acquisition of right-of-way for the public improvement of Metcalf, 159th Street to 167th Street, and to set forth responsibility for acquisition and maintenance between Johnson County and the City.

Mr. Spears presented an agreement with the Board of County Commissioners of Johnson County for the acquisition of right-of-way for the public improvement of Metcalf, 159th Street to 167th Street, which also includes acquisition and maintenance of that stretch between Johnson County and the City.

AGREEMENT – SK Design Group, for engineering and architectural services for the Salt Storage Facility in an amount not to exceed $164,988.

Mr. Spears presented an agreement with SK Design Group for the engineering and architectural services for the Salt Storage Facility in an amount not to exceed $164,988. Mr. Spears moved to approve the request for the median break at 159th Street; Agreement with Walter P. Moore and Associates, Inc., in the amount of $361,950; Agreement with the Board of County Commissioners of Johnson County, for public improvement of 159th Street to 167th Street; and Agreement with SK Design Group in the amount of $164,988 for engineering and architectural services for the salt storage facility. Mr. Richard Collins seconded the motion, which carried by a vote of 12 to 0.

CENTERLINE ALIGNMENT FOR QUIVIRA, 151st STREET TO 159th STREET – To allow the alignment to be centered on the section line except in areas where necessary to minimize impacts to existing buildings.

Mr. Spears presented a request for the centerline alignment for Quivira, 151st Street to 159th Street, to allow the alignment to be centered on the section line except in areas where necessary to minimize impacts to existing buildings. It has been determined that a two-lane road would be more than adequate for the next 30 years in that area. Mr. Spears moved to approve the centerline alignment for Quivira, 151st Street to 159th Street as outlined. Mr. Collins seconded the motion, which carried by a vote of 11 to 0 to 1. Mr. Skubal abstained from the vote.

RESOLUTION NO. 4173 – Authorizing and permitting a deviation from the thoroughfare design standards to allow for construction of a portion of Quivira, 151st Street to 159th Street.

Overland Park City Council Meeting September 21, 2015 Page 12 Mr. Spears presented Resolution No. 4173, which authorizes and permits a deviation from the thoroughfare design standards to allow for construction of a portion of Quivira, 151st Stret to 159th Street. Instead of having four divided lanes, they will go to a two-lane divided thoroughfare. Mr. Spears moved to approve Resolution No. 4173 as outlined. Mr. Collins seconded the motion, which carried by a vote of 11 to 0 to 1. Mr. Skubal abstained from the vote. PUBLIC WORKS – Staff Report: Nor report. RECOMMENDATIONS FROM THE PLANNING COMMISSION PLANNING COMMISSION - Consent Agenda

SPECIAL EVENT PERMIT NO. 2015-576 – 13800 Switzer. A special event permit is requested to display promotional signage for the Pumpkin Hollow and Night at the Living Farm events at the Deanna Rose Children’s Farmstead from October 1 through November 3, 2015. Application made by the City of Overland Park. SPECIAL EVENT PERMIT NO. 2015-579 - 7300 West 119th Street. A special event permit is requested to allow a car show on September 26, October 31, and November 28, 2015, from 8:00 a.m. to 10:00 a.m., for KC Cars and Coffee. Application made by Rosanna Square Shopping Center. SPECIAL EVENT PERMIT NO. 2015-600 - 7300 West 119th Street. A special event permit is requested to allow a car show on October 18, 2015, from 8:00 a.m. to 4:00 p.m., sponsored by the Mercedes-Benz Club. Application made by Rosanna Square Shopping Center. SPECIAL EVENT PERMIT NO. 2015-601 – 9545 Antioch. A special event permit is requested to allow four temporary signs from September 22 to November 30, 2015, to direct traffic during construction of a new sewer line. Application made by Hy-Vee. SPECIAL EVENT PERMIT NO. 2015-602 – 7501 West 69th Street. A special event permit is requested to allow three temporary storage containers from September 21 to December 31, 2015, for storage of construction equipment for the replacement of a sprinkler system. Application made by Steve Wilson, representing Milburn Golf and Country Club. SPECIAL EVENT PERMIT NO. 2015-603 – 5661 West 135th Street. A special event permit is requested to allow a Fall Festival on October 17, 2015. Application made by Prairiefire. REVISED PRELIMINARY PLAN NO. 2015-11 – Antioch Woods Apartments, 8716 West 106th Terrace. Application made by Davidson Architecture and Engineering. The Planning Commission approved this item on August 24, 2015, by a vote of 11 to 0.

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REVISED PRELIMINARY PLAN NO. 2015-18 – Parkview at the Wilderness, vicinity of the southeast corner of 159th Street and Roe. Application made by Phelps Engineering Inc. The Planning Commission approved this item on August 24, 2015, by a vote of 11 to 0. REVISED PRELIMINARY PLAN NO. 2015-23 – AMLI at Clear Creek, vicinity of the southwest corner of 135th Street and Quivira. Application made by AMLI Development Company, L.L.C. The Planning Commission approved this item on August 24, 2015, by a vote of 11 to 0. SPECIAL USE PERMIT NO. 2015-26 – 10720 Nall. A special use permit is requested for a five-year period of time to allow an MRI trailer at Highland Corporate Campus. This property is currently zoned CP-O, Planned Office Building District. Application made by Polsinelli PC. The Planning Commission approved this item for a five-year period of time on August 24, 2015, by a vote of 11 to 0. Ordinance No. Z-3734. SPECIAL USE PERMIT NO. 2015-27 - 5454 West 110th Street. A special use permit is requested for a two-year period of time to allow a cell tower. This property is currently zoned CP-O, Planned Office Building District. Application made by New Cingular Wireless Service. The Planning Commission approved this item for a nine-month period of time, expiring on June 30, 2016, on August 24, 2015, by a vote of 11 to 0. Ordinance No. Z-3735.

Mayor Gerlach presented the Consent Agenda for approval and asked if there were any items to be removed for separate discussion. Mr. Kite requested that Special Use Permit No. 2015-27 be removed. Mr. Lyons moved to approve the Planning Commission Consent Agenda excluding Special Use Permit No. 2015-27, as presented. Mrs. Happer Scheier seconded the motion, which carried by a roll-call vote of 12 to 0. Mr. Lyons moved to approve (Ordinance No. Z-3735) Special Use Permit No. 2015-27 as presented. Mrs. Happer Scheier seconded the motion, which carried by a roll-call vote of 11 to 0 to 1. Mr. Kite abstained. RECOMMENDATIONS FROM THE PLANNING COMMISSION PLANNING COMMISSION - Regular Agenda:

DOWNTOWN FORM DISTRICT (DFD) CERTIFICATE OF CONFORMITY NO. 2015-56 – Market Lofts, 7300 West 80th Street. Application made by Market Lofts, L.L.C. The Planning Commission approved this item on August 24, 2015, by a vote of 10 to 1.

Mayor Gerlach announced that staff has requested a continuance of the Downtown Form District Certificate of Conformity No. 2015-56. Mr. Lyons moved to continue Downtown Form District Certificate of Conformity No. 2015-56, to the November 16, 2015, City Council meeting. Mrs. Happer Scheier seconded the motion, which carried by a vote of 12 to 0.

Overland Park City Council Meeting September 21, 2015 Page 14

REZONING NO. 2014-15 – Vicinity of the northeast corner of I-435 and Antioch. Rezoning is requested from R-1, Single-Family Residential District, REC, Recreational District, and RP-6, Planned High-Rise Apartment District, to MXD, Mixed-Use District, and RP-1, Planned Single-Family Residential District, to allow redevelopment of the existing Brookridge Country Club into a mixed-use development. Application made by Overland Park Development Company I, L.L.C. The Planning Commission approved this item on August 24, 2015, by a vote of 7 to 4. (A valid protest petition has been submitted.) Ordinance No. Z-3730.

Mayor Carl Gerlach announced since he lived in the area of the requested rezoning, and that he was advised by legal staff to recuse himself from the discussion, consideration and vote on this item due to a conflict of interest. He explained that the Board of Directors of Pinehurst has signed a protest petition, and they control the financial interest in Pinehurst Estates, which has common ground. Mr. John Skubal recused himself from consideration of the item due to his employer’s involvement in some property that is included in the project area. At 8:20 p.m., Mr. Terry Goodman moved that the Governing Body recess into executive session for a period of 15 minutes for the purpose of consulting with the City Attorney and under the attorney/client privilege relating to Rezoning 2014-15. Following the executive session, the Governing Body will reconvene at this location. Mrs. Terry Happer Scheier seconded the motion, which carried by a vote of 12 to 0. At 8:35 p.m., the Governing Body reconvened into regular session. Due to Mayor Gerlach’s recusal from this item, Council President Paul Lyons announced he would preside over the discussion of Rezoning No. 2014-15, and he asked staff to provide their presentation. Director of Planning and Development Services Jack Messer presented Rezoning No. 2014-15, which is a request for rezoning from R-1, Single-Family Residential District, REC, Recreational District, and RP-6, Planned High-Rise Apartment District, to MXD, Mixed-Use District, and RP-1, Planned Single-Family Residential District, to allow redevelopment of the existing Brookridge Country Club into a mixed-use development. The subject property is located at the northeast corner of I-435 and Antioch. Staff has gone through a great deal of information on this rezoning request, and this is the first formal presentation to the Council. There have been six or seven meetings held on this item, as well as a workshop with the Councilmembers. All of the testimony and information to date has been included in staff’s presentation. He noted that staff would provide highlights of the presentation with a focus on the questions that were brought up at the Council workshop on August 17, 2015. Manager of Current Planning Leslie Karr explained that the rezoning request covers a 137-acre tract. The applicant is primarily asking for MXD zoning for a planned mixed-use district. The request also includes a small piece of RP-1, Single-Family Residential District, that is located west of Antioch. The purpose of that portion of the rezoning is for a stormwater improvement to support the mixed-use development. At the Council workshop meeting, there were questions about density of surrounding development, and that information has been included. The subject area is surrounded by single-family to the north in the Pinehurst development and to the west in the Wycliff development. The area is also bounded by I-435 on the south side and surrounded by apartment developments to the east, southwest and northwest. The number indicated

Overland Park City Council Meeting September 21, 2015 Page 15 in red on the map on each location indicates the density of the surrounding developments, which range from a low of 7 to a high of 21 dwelling units per acre. The subject property has access from 103rd Street and Antioch, but has no access to the south or east. There are twelve independent single-family homes on the east side of the Antioch that are not included as part of the rezoning request. Mrs. Karr presented the existing future development plan. The application area is outlined in pink and currently designated as parks, recreation and open space, which is consistent with the existing zoning and use of the property. There is a small piece of the application area that is already zoned RP-6, which is approved for 144 dwelling units and is reflected on the current designation. At the Council workshop, staff presented a detailed presentation of their analysis of appropriate land uses. They felt that was important since they had not started with that basic analysis. In conclusion, staff felt an integrated mixed-use development could be appropriate at the subject location. Given the access and visibility to I-435, staff feels there needs to be careful transitions to surrounding lower density areas, quality green space should be an important component on this property, and pedestrian friendly street scapes and non-suburban parking solutions should be key to any redevelopment of this particular property. Mrs. Karr presented the applicant’s plan, stating the Council was being asked to approve a plan for development of the site. The requested MXD District allows a mixture of single-family, multi-family, office, and retail that can include hotels and auditorium uses in an environment that is walkable with mixed-use and quality usable public spaces. The MXD standards regulate height and setback and include design elements for the project, but they do not include any maximum density recommendations. She presented a color-coded plan that shows the various land use locations. In total, there are 5.8 million square feet of development proposed on the property, but that does not include the garages. The applicant’s proposal is for 2.5 million square feet of office, which is represented in blue. Staff has included a stipulation to limit the office to 2.3 million square feet. There are 334,000 square feet of retail, 2,026 multi-family units, a 650-seat movie theatre, a 3,500-seat performing arts center, and 550 hotel rooms that make up the applicant’s proposal. The project parking is primarily served by parking garages, which are outlined in yellow scattered through the development and in the multi-family area located interior to those projects. The site plan shows four full access intersections for the development, two on Antioch and two on 103rd Street, as well as some right-in and right-out intersection locations. Staff included stipulations to require access be maintained to Unity Church, which is to the west of the Brookridge Apartments, and to maintain 104th Street for full access to the Wycliff subdivision. Mrs. Karr presented a diagram that shows how the uses are mixed through the development. There are primarily single-use buildings and other locations where there is more than one use in a particular building, which creates a true vertical mixed use. She indicated on the map where there is first floor retail with upper level office in a particular building. Mrs. Karr outlined the four zones included in the development as part of the mixed use design guidelines. They are required to identify four zones to meet those guidelines. The Core Subzone (A) is identified in red, and is primarily where the office

Overland Park City Council Meeting September 21, 2015 Page 16 development is located. This particular portion of the development includes 1.8 million square feet of office and 11- and 12-story buildings. There is 34,000 square feet of retail, 100 condominium units, and 350 hotel rooms with structured parking. The Core Subzone is limited to 10 stories per the Design Standards. The Center Subzone (B) is located in the northwest corner of the project. This part of the project includes a mix of office, retail and residential and is where the movie theater is proposed. The building will range from two to four stories in the northern portion and ten to eleven stories in the southern portion. The buildings outlined in red asterisks require a height deviation. Through the course of the Planning Commission review of the project, the applicant reduced the parking garage that backs up to the single-family homes on Antioch by two levels. There will be two levels below grade and two levels above grade with a height of 14 feet. The garage is set back 50 feet from the rear property line of each of those homes, and the rear yards for these particular locations range from 70 feet to almost 90 feet. The garages are fairly massive at 600 feet and 290 feet in length, but the setback meets the technical requirements of the MXD District. Mrs. Karr provided the applicant’s proposal in comparison to where there are more levels of the garage that sit above grade. They have made a reduction and put more parking below grade to minimize visibility from the single-family homes. Mrs. Karr presented the architecture concept of what is intended, which shows how the uses are mixed in this portion of the development, as well as a few single use buildings primarily for residential. Most of the remaining buildings have some kind of mix of use. The General Subzone (C) contains primarily multi-family uses. There are 1,926 units proposed in this portion of the development. This zone has a height limit of three stories. The applicant originally proposed five-story buildings along 103rd Street, but they revised that height to four stories and agreed to a stipulation that no portion of the building be taller than three stories in the area 85 feet from the right-of-way line. The 85 feet corresponds to the currently approved zoning. The RP-6 zoning plan has four-story buildings that are set back 85 feet from the right-of-way line, and this would maintain that same relationship with the four-story buildings. Staff is comfortable with the deviations required for the buildings further south that are more interior to the property. Staff’s focus has been to maintain the height and character along 103rd Street due to the relationship with the single-family to the north. The applicant has provided sections for their proposal. The original proposal had five-story buildings, which has changed as it has gone through Planning Commission review. The proposal for four-story buildings is what is reflected, and the stipulation would limit the four-story height to be more than 85 feet set back from the right-of-way. At 50 feet, they would have another 35 feet where they would be limited to a three-story building, but could then transition to a four-story building under the stipulation as it is currently written. The applicant provided some additional sections. Based on some of the comments from the Council study session, she provided the first two sections, which show the house or finished floor elevation of 924 feet. However, as they transition into the condo tower before they get to the open space, they will have a finished floor of 886 square feet. There is about 40 feet of grade change in some locations for the project, which helps with the additional height to minimize the appearance. She referred to the northernmost building, which is stipulated with three, 4-story buildings. The other two sections at 103rd Street to the left show the

Overland Park City Council Meeting September 21, 2015 Page 17 relationship moving through the project. A closer view of one of the sections provides a view of the grade differences. The applicant provided a plan of the architectural character, which shows four-story buildings, but it is intended to show the character and articulation of those building facades. To provide an idea of the overall mass and scale, a view looking to the northeast was provided. Two, one-story buildings are proposed that would have amenity areas and provide a view of the architectural character of that area. The final zone is a Civic Subzone (D), which is where the central park is proposed. The applicant has reserved 40 acres of the site for a park area, which is also where the performing arts venue is proposed. The applicant provided details of the park, which includes walking trails, other amenities, and special landscaped areas. Mrs. Karr provided a picture of the second phase of the project, and noted staff included stipulations regarding the timing of the park in terms of when each of the two phases of the park would be dedicated as part of the project. She provided a perspective of the overall project, which is part of the request from the applicant. The first phase of development is shown on the diagram in red and includes all of the street improvements. The Phase 1 proposal has 855 residential units, 1.3 million square feet of office, a movie theater, and 300,000 square feet of retail. Staff has included a stipulation limiting the office in Phase 1 to 1.295 square feet. The second phase of development is shown in orange, and the third phase in blue. Mrs. Karr referred to how the golf course will interact with the first phase of development, stating the plan does not show the street improvements, but shows the first phase of construction and a portion of the golf course remaining in operation until a future phase of the development. Mr. Messer referred to the overall impacts of stormwater at the proposed site, stating Brookridge was located within a very large watershed. The impact primarily to Brookridge from stormwater comes from other places going through that site and then on down stream. He felt the impacts of Brookridge on the overall stormwater system and outcomes are negligible, and less than 1 percent of the overall watershed for Indian Creek. He felt one of the biggest questions was how they can have the proposed intensity of this development and not have problems. He answered by stating there is very little development in that watershed associated with the Brookridge development. He presented a picture of the existing floodplain. There are a couple of tributaries that come together just east of Antioch, which contribute to a very wide floodplain. The applicant’s proposal creates some changes to the floodplain, and takes the large storm flows and moves them to the west and the main channel of Indian Creek. Normal water flows would run through a system there that would terminate at this point. He demonstrated how high flows would come into the creek. He referred to the actual model flows, stating when comparing the upstream and downstream of the site, both remain the same. The floodplain is being reconfigured through fill and excavation in the overbank areas of the floodplain to make things work. There is also a dike, which diverts flow. Federal Emergency Management Administration (FEMA) does not recognize that land when modeling the floodplain; however, it has a real impact on the floodplain. When the question of how can they not have a rise is asked, he explained they move the land through grading and gain additional area for flood storage. This is one of the ways that shows there is no rise in the floodplain in this area. The applicant’s proposal changes the high water flow to Indian Creek at that location, which flows through the creek and around. There is an overflow path to the north, which is the same it has always been, and some grading.

Overland Park City Council Meeting September 21, 2015 Page 18 Mr. Messer referred to deviations to the stream corridor, and noted the hatched areas on the map are the areas that would be required to be stream corridor dedications according to the ordinance and are being dedicated. The red areas indicate the outside bends of the creek, which is where deviations are being requested by the applicant. Staff has conducted an analysis, and the applicant has provided the appropriate studies to show staff, and she recommended they accept those deviations in the width of the corridor at that location. In addition, due to the applicant’s desire to create open spaces in this area, the green color on the map indicated areas that become additional stream buffer areas dedicated to the flow of the stream. They also have the stream corridor deviation in this area that staff recommends is appropriate, and staff agrees with the stream corridor deviation through Tributary 5. Mr. Messer referred to the traffic issues, stating staff hired an independent consultant to receive their opinion. In addition, Mr. George Butler and Associates was hired by the applicant to provide opinions. Staff worked together with the consultants on the primary areas of review and the traffic study. The primary areas they reviewed are included, and they focused mainly on the arterial roadway network. There were some addendums as information came out, and questions came up about roadways north of 103rd Street. He provided a graphic of the primary study area in and around the offsite arterial network. He provided an analysis of Phase 1, but it applies to the full build out as well. Phase I shows about 24,000 vehicles per day on 103rd Street, and about 35,000 on Antioch per day. Those numbers increase to 28,000 vehicles on 103rd Street and 50,000 on Antioch at full build out. Existing traffic counts on 103rd Street are about 17,000 vehicles per day and about 20,000 vehicles on Antioch. Staff’s findings were that all intersections operate at a level of service of D or better, which is their target. The interchange will experience some backups at the peak period, as it currently does. The biggest issue was to ensure they clear those queues on green intervals, and to conduct the recommended improvements and operation scheme to do that. The findings show in order to get to full build out of the development, some changes of the interchange will be required. All of the City intersections operate at a service level of D or better, and the same conditions apply at the interchange. Mr. Messer presented a graphic that shows all of the off-site improvements proposed as part of the development. He outlined the improvements as follows: Antioch becomes a six-lane roadway, similar to Antioch south of I-435, with three lanes in each direction with dual turn lanes. The actual width of the roadway is about eight lanes. Full access will be maintained at 106th Street, which is the only in and out for the Orchards and Antioch Woods developments. Although that operation is currently not very good, it will not improve with the development and could possibly be worse. According to the operation of the interchange, there has been dual right turn lanes proposed to help with some operations in the interim and to interconnect with some of the signals to help operations in the interim until a full interchange would be built. Staff recommended and stipulated a connection to Wycliff at this location, which is a full signalized access and would line up with the proposed main entrance into the development. They have maintained the access to the Unity Church and full improvements at the intersection of 103rd Street, and at Antioch where they have a full intersection at what is termed Village Parkway. This was generally aligned with Hemlock previously, but that is no longer aligned. It provides an intersection out of the development that is essentially right in and right out. He noted that the limits of the roadway do not encroach on the west side of the roadway and save the impacts at

Overland Park City Council Meeting September 21, 2015 Page 19 the intersection near Unity Church. They will have to negotiate some issues with Unity Church to make that happen. Mr. Messer referred to the mixed-use land use goals, stating this was the primary issue related to staff’s recommendation for denial of the proposal as it relates to Goal No. 4 and Policy 4.4, which is to avoid reliance on speculative improvements and speculative traffic improvements. The Planning Commission officially considered the proposal on August 24, 2015, and voted 7 to 4 to recommend approval, including stipulations a through tt. He reminded the Council that the criteria for considering rezonings are contained in the Golden Criteria. He provided a summary of the valid protest petition, stating the hashed area is the site, and the pink areas are those that did not protest nor sign any protest petition, but the blue areas signed in favor of the petition. There must be 20 percent representation for a valid protest petition, and the blue areas on the map add up to just over 21 percent. There were four options identified for the Council’s consideration. Since there is an active protest petition, the plan may be approved as recommended with 10 votes. The plan can be approved with modifications with 10 votes, or the Council may override the Planning Commission’s recommendation and deny the plan with 9 votes or remand the plan back to the Planning Commission for further consideration. The fifth option would be to continue the action. Mr. Richard Collins understood the mixed use zone is a planned district. Mrs. Karr agreed. Mr. Collins asked if the mixed-used zone did not have any density limits and the only restrictions are basically height and setback type restrictions. Mrs. Karr agreed. The approval would also include the proposed mixed-use zoning plan as presented, as well as the building height as they are currently stated by the developer. Mrs. Karr agreed. Staff’s comments indicate the final development plans will be coming forth, which will be for landscape type items and building elevations, floor plans, footprints of the buildings and that sort of thing. If this mixed-use development plan is approved, what comes next are further refinements in terms of footprint, landscape, and building elevations. Mrs. Karr stated the next step towards starting construction would involve looking at the design, details, site plan rating, and all those kinds of details. The basis to judge those against is the plan the Council is being asked to consider now. Mr. Collins asked if the rezoning is approved, whether they would be voting on the mixed-use development and this particular plan as well. Mrs. Karr agreed. Mr. David White understood the twelve homes needed for acquisition are not technically included in the district. However, a stipulation passed by the Planning Commission said the road improvements have to be completed, which includes essentially eliminating those twelve houses. It also includes right-of-way from each of those properties, but staff has not determined yet whether any of those homes could remain and dedicate the right way. It requires the applicant to dedicate the right-of-way in some fashion. From a planning perspective, Mr. White asked if they assumed the road improvements do not require removal of the homes. There would be commercial garages next to those homes, and he did not feel that was sound transition planning. Mrs. Karr stated that type of planning is not ideal. Mr. White felt that scenario would violate most standards. Mrs. Karr felt the applicant was providing the required setback per the MXD, and staff feels the long-term viability of those properties for single family is questionable if the project were to happen. No determination has been made that those homes could not stay with right-of-way dedication. Mr. White asked about the setback for the Overland Park Regional

Overland Park City Council Meeting September 21, 2015 Page 20 Medical Center project. Mrs. Karr stated it was 50 feet from the residential homes, which is the same footage required for the proposed project. Mr. White referred to the street improvements where it shows on the schematic that at the end of Phase I, nine holes of golf would still exist on each side. Mr. Messer stated the applicant has indicated that would be the scenario. Mr. White asked if the street improvements could not take place at that point, because it would destroy the golf course. Mr. Messer felt the golf course would generally remain in effect as is. Mr. White asked if that area uses part of the floodplain. Mr. Messer agreed. Mr. White asked if they would have the same flood events they have now in Phase I. Mr. Messer stated essentially what would be seen in Phase I as the water would run through there in its normal fashion, but would be diverted and grading would take place. That area would then fan out into the golf course as it currently does. Mr. White confirmed that they would not have identical flooding events, but there would be some flooding events on the golf course. Mr. Messer agreed. Mr. White asked if some stream work would have to be done in order to complete the remaining phases. Mr. Messer agreed. Mr. White referred to the road improvements on Antioch, going from two lanes to six lanes with turn lanes and asked how long that construction project would take. Mr. Messer stated that it would encompass less than a mile of roadway and would take at least one or two construction cycles to build. Mr. White asked if that work could be done at the same time as the initial parts of the project are being built. Mr. Messer stated that stipulation n tied that work to certificates of occupancy, and that would suggest that construction could be occurring in Phase I, while roadway improvements were ongoing. Mr. White asked if construction vehicles would be going up and down Antioch while it is being constructed. Mr. Messer agreed. Mr. Fred Spears understood there would be two access points on Antioch and two on 103rd Street, and Hemlock is one of the access points on 103rd Street. He asked if that access point would be only a right-in and right-out access. Mr. Messer indicated there would be full access with the right-in and right-out. There are actually three access points on 103rd Street. Mr. Spears referred to the access point to the left of the building indicated as 100N. Mr. Messer agreed, indicating how it provides access. Mr. Spears referred to the site lines indicated on the hand-out, noting the electronic pictures showed the garages abutting the tall office tower buildings on the south side. He assumed the hand-out was more accurate than the electronic copy that was shown earlier in the presentation. The garage is being shown as separated with a gap between the buildings, but one of the renderings showed the garages actually attached to the building. Mr. Messer felt both rendering types should be the same. Mr. Spears asked if there were any site lines from Antioch. Mrs. Karr stated they did not have any site lines from Antioch other than the ones shown from the garage to the single-family house. Mr. Spears stated under the MX zoning, there was a stipulation made regarding the north side with the row of buildings and an 85-foot setback. Mr. Spears asked if that setback was from the center of the street. Mrs. Karr stated that setback is from the edge of the future right-of-way. Mr. Spears asked if that was anticipated to be two more lanes in width. Mrs. Karr confirmed it would be 20 more feet of right-of-way from what currently exists. Mr. Spears referred to the stormwater issue and asked if the project is approved whether FEMA and the Corps. of Engineers approval was needed in order to complete the project. Mr. Messer agreed. Mr. Spears asked about the estimated timeline for approval, considering they achieve both approvals from FEMA and the Corps. of

Overland Park City Council Meeting September 21, 2015 Page 21 Engineers. Mr. Messer stated that timeline for approval is unknown at this time. Mr. Spears referred to an area where the buildings were shown to be actually connected to the parking garages or on top of them. Mr. Messer stated that particular diagram may be different than the actual sections. He referred to Antioch, stating full access will be provided on the west half of the intersections. He indicated the Orchards and Antioch developments on the map, stating there will be the ability to turn left out, left in, right out, and right in. Mr. Spears asked if that area would be signalized. Mr. Messer stated that area would not be signalized. He noted that area will be configured in such a way that there can only be right in turns and right out turns on the development site. Village Parkway will be a full signalized access. What is being termed as Water Street and the connection of 104th Street will have full access and be signalized. The existing 104th Street will have right in and right out. Mr. Spears asked about the subdivision to the west. Mr. Messer stated to the west is the Wycliff subdivision, and 104th Street exists but a new road will be built that provides full access to that subdivision, which is signalized. The entrance to the church will be a full access. The alleyway will be right in and right out. At the eastern edge of the development, there will be a right in and right out. Mr. Spears referred to the current and future traffic levels. When they look at their current four-lane divided thoroughfares, he asked what staff considered a maximum traffic capacity of those thoroughfares. Mr. Messer stated there were many factors that determine maximum traffic capacity. Generally, they would expect around 30,000 cars per day on a four-lane roadway such as 103rd Street and Antioch, north of 103rd Street. Mr. Spears asked if there was still an expected Service Level D. Mr. Messer agreed. He noted that the consultant studied both areas, and they found acceptable operations at both of them. They can generally get up to 50,000 to 60,000 vehicles per day with six lanes. He provided an example at Metcalf, south of I-435 towards College, which carries just under 60,000 cars per day at that location. They are talking about the same kind of traffic with the new project. Mr. Kite understood there would be two signalized intersections on Antioch, but only one on 103rd Street. Mr. Messer agreed. Mr. Kite referred to the distance between the apartments on the northern fringe of the development and the existing single-family homes across the way. He understood there would be about 230 feet of structure. Mrs. Karr stated there would be 248 feet. Mr. Kite asked if Cross Section D is one of the areas where the building on the south side recesses and goes deeper into the property and is just over 300 feet. Mrs. Karr agreed that was true for that portion of the ground. Mr. Kite referred to the leading edge of most buildings that seem to line up and asked if they were dealing with roughly 240 to 250 feet. Mrs. Karr agreed. Mr. Collins referred to the density in the mixed use area. If they approve the proposed plan, stipulation b calls for 2.2 million square feet of office space, 334,000 plus square feet for retail, 2,326 multi-family units, 650-seat movie theatre, 3,500 seat indoor venue, and 550 hotel rooms, and he confirmed that was all part of the plan. Mrs. Karr agreed. Mr. Goodman wanted clarification of staff’s recommendation for denial and asked if that denial was the result of one issue. Mr. Messer agreed. Mr. Goodman understood that issue to be the fact the applicant does not have control of property that would be necessary for traffic improvements at full build out. Mr. Messer agreed. If that issue were resolved, Mr. Goodman asked if staff’s recommendation would have been for approval. Mr. Messer stated staff’s recommendation would have then been for approval.

Overland Park City Council Meeting September 21, 2015 Page 22 Acting Mayor Lyons referred to stipulation g where it says no more than a single row of parking shall be allowed on Antioch on the side of Building No. 200W. Mrs. Karr stated that particular building is outlined in pink, and there is a double row of parking. Staff stipulated that there only be a single row, because there are some practical difficulties with circulation in the way it is laid out. Staff stipulated that be modified at the time of final approval. Acting Mayor Lyons referred to stipulation q, which talks about the I-435/Antioch interchange. He understood stipulation n in a way addressed that issue, because it basically says the applicant cannot proceed with the development until they are able to do the full build out of Antioch and 103rd Street. Mr. Messer stated stipulation n was prepared as a possible way of viewing how to deal with speculative traffic improvements. In terms of the history of Overland Park, staff did not find a situation that was similar that has occurred. Although staff took a certain position on that policy, they recognize others may do that differently. Staff attempted to prepare a stipulation that dealt with speculative improvements. Acting Mayor Lyons referred to stipulation q and felt it was a little different in the sense they are saying the improvements to the I-435 interchange are not required for Phase I, but would need to be done for subsequent phases. He felt it was different than stipulation n when considering the amount of traffic generated from Phase I. He understood those improvements are only necessary in the later phases for Antioch and 103rd Street. He asked why they would not have the same position for the I-435 interchange. Mr. Messer stated it was because the context is different. The connection made to I-435 is a matter of performing a study and convincing the Federal Highway Administration and the Kansas Department of Transportation (KDOT) to change the interchange, as well as a matter of paying for it. It is not a matter of changing the use of the entire piece of property, and it will still remain an interchange, but a different kind of interchange. Additionally, they could build Phase I to a certain level and use the existing interchange. Once they reach that level, they will then need to make improvements to the interchange, but that cannot be done with Antioch. Mr. Skoog referred to the signalization issue, and felt access is an important part for the surrounding neighborhoods. The first street has no signal, but there is a signal at the interchange. Mr. Messer noted that no signal exists at that point today. Mr. Skoog asked if there would be a signal at what is called Village Parkway. Mr. Messer agreed. Mr. Skoog referred to the new intersection where they are putting the street through that will connect to Water Street and asked if it would have a signal. Mr. Messer agreed. Mr. Skoog confirmed that street had access to the Wycliff subdivision. Mr. Messer stated that access would be provided. Mr. Skoog asked if there would be no other signalization until they get to the intersection. Mr. Messer stated the existing signal will remain, but will be enhanced. Mr. Skoog referred to the east of the development and asked where the first signal would be located. Mr. Messer stated the first signal would be at Village Parkway, which is the only signal until Lowell, which is an existing signal that provides access to the neighborhood. Acting Mayor Lyons referred to 104th Terrace and asked what commitment the applicant has at that location, as to whether it is to build that intersection or build the road all the way through to allow connection with another street. Mr. Messer stated they stipulated that a full roadway would have to be built through to connect at that point. Acting Mayor Lyons asked if the applicant would be required to make that connection. Mr. Messer agreed. Mr. Spears referred to the I-435 interchange under Phase I. If the project moves forward and continues beyond Phase I, he understood some changes would have to be

Overland Park City Council Meeting September 21, 2015 Page 23 made either to a diverging diamond or something similar. He asked who would be responsible for those construction changes, and whether that would be the City, State or a combination and when that would happen. Mr. Messer stated the state will be a key player, and the City will have to interface with the state. The developer will also be a key player. Even though they are not discussing the funding component, funding will eventually become an issue. Mr. Spears asked if the Kansas Department of Transportation (KDOT) could decide not to participate with that part of the project. Mr. Messer agreed that could happen with KDOT, but that the access study did not include that information. Mr. Stock asked if the City would be asked to pay for all the road improvements or if it would be done by the developer. Mr. Messer stated at this point in the planning cycle, staff has stipulated that requirement upon the developer. Mr. Stock asked if the roads would be part of the Phase I construction. Mr. Messer agreed, stating everything outlined on the map in pink is shown as an improvement. Mr. John Petersen, Polsinelli PC Law Firm, 6201 College Boulevard, appeared on behalf of the applicant, the Overland Park Development Company, in regard to the redevelopment concept being proposed for the Brookridge Country Club. He noted that Mr. Chris Curtin, president and CEO of the Curtin Company was present, as well as the various members of the development team. Over the last eight months of review, dialogue, and planning to develop a concept into a workable plan, they have developed the mixed use concept for the proposed site with the best experts of mixed use development. He did not feel the plan concept created overt negative implications to those that pass by or those that live in the surrounding areas. He felt the proposed project redefined not only a corridor, but potentially a community. He felt one of the main questions is what the City’s and community’s economy was looking for as far as continued growth of jobs and new citizens. Mr. Petersen understood not all of the right-of-way is under control at this point to complete the improvements on 103rd Street and Antioch. However, when that control is complete, he felt staff would support the proposed project. He felt this was the first true vertically and horizontally mixed use project in this community and in Johnson County. The project addresses identified needs, such as more Class A office space, living environments that will attract the next generation of employees to the state and those who are approaching a time in their lives where they are no longer employees, but want to continue to be residents of the area. The project is interactive, and each component compliments each other, which is a community of walkability, interrelation, and a place that ties work, shopping, entertainment and living experiences together. As a combined element, he felt it speaks to a lifestyle of how people work, live and play. Mr. Petersen explained that the economy, evaluations and studies that have supported the project also include those done by staff. They have also picked up additional support for this change from employees, employers and potential employers in the area. The economic development professionals have also shown support of interactive developments, such as the proposal. They were also receiving support from the Shawnee Mission School District. He noted that J.E. Dunn has shown where this type of development has been successful and interacted well with surrounding neighbors. They showed them how they incorporate components of the community that will make it good for the developer, office building owners and the community at large. He also felt the question was being asked about whether this was the right place for their

Overland Park City Council Meeting September 21, 2015 Page 24 project. Starting with the Master Plan, which speaks to the goals in the future of Overland Park, they begin to look at what is available, what is being proposed and whether the proposed project fits with that Master Plan for the community and the City. Staff found specifically in the written testimony that the project would be consistent with the Master Plan. It comports with those goals in the key elements that have already been identified, visibility of the property to I-435, existing break and access to the interchange that has the capacity to handle additional traffic, existing apartment zoning with multi-family and higher density, and immediate adjustment to property that is the subject of the rezoning. The property is not economically viable to continue with the existing use. The City has recognized that their investment in golf is a declining economic model. Mr. Petersen referred to the previous Planning Commission public hearing on this project, stating when they looked at the Master Plan, they had to consider the impact on the area. He had asked the Planning Commission to look at the corridor, including everything north of I-435, Antioch to Metcalf, and everything south of 103rd Street, Antioch to Metcalf, because those areas are in decline. The vast majority of the housing is multi-family housing, and that housing stock is declining rapidly. The Vision Metcalf Plan was approved to speak to those areas and raise the vision of what could be. There are exceptions within this corridor; however, they are working against existing trends. Pinehurst to the north and Wycliff to the west hold the line on quality and are great communities with quality single-family developments. However, those subdivisions border two thoroughfares located directly across the street that have properties in decline and may be on the verge of blight. The schools are seeing this transition and police reports reflect the transition. He felt their project would bring in an added element of investment to the area and repositioning that will start having a positive impact on immediate adjacent properties within the area with a design and goal to not adversely affect the properties farther to the north and west. Added value will be brought to their communities, because they will be surrounded by a quality project where significant capital is being infused into the modernization and repurposing of that particular piece of property. Mr. Petersen noted the proposed Class A office space and village is a mixed use of office, retail and some residential that depicts their version of a residential community with slightly higher density. However that demand is not necessarily higher when considering the immediate adjacent areas surrounded by the central park and open space. The plan interjects a new element of wellness and health, being tied to the outdoors. Mr. Petersen explained that they went through an arduous process that included 15 neighborhood meetings, dozens of meetings with staff on a variety of issues and peer review meetings with other city’s professionals. There were also two work sessions with the Planning Commission and one work session with the City Council, which resulted in over 100 changes to the plan as they moved through the 8 to 9-month process. There were 47 planning and landscaping changes, 35 changes in traffic and stormwater, and 49 changes in architectural and programmatic nature. Some of the key points regarded density. They now have a 5.5 million total square-foot plan. One of the examples they worked at was the idea of interactions with the open space, health and wellness, which is a defining part of the lifestyle they want to create with the bike/hike trail. They wanted to ensure they got a system people could use once they enter this community where they can leave their car in the structured parking and use the 40-plus acres of green space that will remain. If those who do not work

Overland Park City Council Meeting September 21, 2015 Page 25 and live in the community use the asset, the community at large will be welcome and invited to come and share this community asset that will be designed to be a place of recreation and a place to be proud of. One of the elements they continued to work on was the transition of 103rd Street, where at the suggestion of staff, they brought the buildings back and down to replicate the buildings that were already approved on the site years before but never executed. The idea of setbacks, more green space from the street to the buildings, and height would be in appropriate proximity in terms of scale with their neighbors to the north. However, at the same time, they would create a good, well-designed edge that would serve as a buffer to some of the taller buildings that would be developed to the north. They could also serve as a buffer to the visual impact of the taller buildings they can see today, as they go from their backyards to the south along the I-435 corridor. Phasing of the project was an issue that was brought up during the work sessions that resulted in many questions. Phasing was considered in a great amount of detail when they were proposing the road improvements in phases as well. The road improvements were primarily within the Antioch and 103rd Street corridor. These certain improvements would tie to certain phases of development and always keep in mind that all intersections would need to be operating at acceptable levels of service. In Phase I, they could maintain the 9-hole golf course on the east side and tie it into the 9 holes on the west side. During the City Council work session, density was brought up in a general sense. Mr. Petersen stated they reduced their original request for 4 million square feet of office to approximately 2.2 million square feet. Of all the projects done in the City, he felt the proposed project has more open space with over 50 percent than any other project that has been successful and a great neighbor in other cities and in the City. It was said the proposed project does not work because it generates too much traffic and intersections do not operate at acceptable levels of service. They spent eight months with GBA Architects Engineers, outside consultants and City traffic engineers to determine the right size for the project. Mr. Petersen felt staff did an adequate job of explaining how the project can be built without any rise in water levels resulting from the development, no increased velocity, and no downstream or upstream flooding. In some cases, such as the Wycliff area up stream, they took a home out of the floodplain through their design. He referred to the traffic and stated Antioch, from 103rd Street moving toward the interchange, operates on an F service level with the turning movements today, but the culmination of all of the movements operates on E, D, and F levels. Interim improvements in Phase I and final improvements will improve those service level areas. The project, as designed and required by staff and the Planning Commission, will result in better operations for everyone including their neighbors to the north and to the west than it does today. Open space is very critical to the project, and a question was posed during the City Council work session as to giving more details of that idea. Although they will have Class A office, multi-family and a hospitality venue, the project is much more than that. A 40-acre park is substantial, and they designed it to create a sense of health, inviting walkability and interaction for visitors to the site and the community at large. They plan to use the natural features with walking trails and biking trails, which has been demonstrated in Omaha and Dallas where people get outside their office. Residents also use this space in an organized fashion for health, wellness, leisure, and interaction.

Overland Park City Council Meeting September 21, 2015 Page 26 Mr. Petersen referred to the performance center, stating they have not identified a user for that facility yet. They have had discussions with some of the larger venues that could work with them and across the metropolitan area. He felt there was a great deal of interest for a 3,000 enclosed seat venue that would fit a niche and could be a great asset, not only to the community at large, but to existing facilities. They focused hard along 103rd Street to make that a good and reasonable transition from taller buildings and higher density as they transition to their neighbors in the Pinebrook Homes Association and came up with an 85-foot setback from existing right-of-way. There will be 85 feet of green space, and no building will be taller than three stories. Mr. Petersen referred to a question raised about the setback, stating a very good concept is to place their buildings no closer than two-thirds of a football field to an existing home and some in excess of a football field with over 300 feet. Also, the backdrop looks west on 103rd Street at the existing vegetation on the Pinebrook side, which will remain. The existing vegetation along the streetscape on the Brookridge side will also remain. He referred to a possible differential between the building and one that showed the parking garages connected and some that are not. The drawing was to illustrate the exact two-scale height of the building to show that the finished floor of the homes along 103rd Street will see nothing but a three-story office building, except a slight part of a four-story residential structure as it moves to the south. He pointed out that the only view would come from a point of the eaves or roofs of the homes to the buildings as they move to the south, which would be either the higher residential buildings or office buildings. The residential buildings sit behind the three-story office buildings. They began with a five-story building concept with a very urban landscape, but then they reduced the buildings to four stories. Staff would only support three story buildings for this component of the plan. After reviewing stipulations a through tt, Mr. Petersen felt they will ensure a good project will work for the development and the community at large. A common question asked is how long the project will take to complete. He felt it could take 15 to 20 years to complete. In comparison, he referred to the Corporate Woods project, stating it has been in development for over 32 years and is still not complete. He further pointed out another mixed use component of Class A office space that was recently announced on that project, which will have begun 42 years from the start of that project. Mr. Thompson referred to the Corporate Woods project mentioned by Mr. Petersen. If Corporate Woods is still building Class A office and in light of the proposed project, he asked what Mr. Petersen’s perception was of the need for more Class A space in the City, because that was an acknowledged need. If the proposed project is approved, Mr. Petersen felt it will help accelerate the continued development of the final phase of office space with some mixed use in the Corporate Woods project, and with the project at City Place. When the Corporate Woods office project came forth, it was considered cutting edge in having office in a park-like setting; however, it is not cutting edge today. The project has surface parking and does not have close proximity to retail and amenities. He felt they needed to create the sense of place for corporate America in the Kansas City metropolitan area, which ultimately leads to jobs and economic development. Mr. Thompson asked about the need for additional apartments and questioned at what point would they reach saturation. Most of the projects coming before the City seem to include a component of multi-family. Although that may be an issue of

Overland Park City Council Meeting September 21, 2015 Page 27 economics, he asked what the need is for the City and this project to include so much multi-family. Mr. Petersen stated what he has heard locally about this economy regionally and nationally is that within a number of years, 85 million people in the United States will represent the millennial population. The Gen X generation will be an even bigger population. This age group wants to live in an area where there is more concentrated open public space and to live close to work. He did not feel that desire for Overland Park would be any different than any other place in the country. If they want people to choose to live north of I-435 in the future, they will need to interject new vibrancy, new living opportunities and invest in this type of development to meet those needs. If the plan is approved, they will be in a development cycle, but if demand is not there, the project will not get built. Mr. Thompson asked if building a project would depend upon the economics of it. Mr. Petersen stated the economics are driven by the demographics. Mr. Thompson referred to the homes on Antioch, and noted staff is not recommending approval of the project based upon those homes not being owned by the developer. He understood the design of the project was based upon those homes not being under the control of the developer and he asked what the developer’s intentions are with regard to those homes. Mr. Petersen said the developer’s intention is to acquire each of the homes necessary to obtain the right-of-way to conduct the road improvements they agreed would be done as part of the project. Out of the twelve properties on Antioch, seven are under the developer’s control. Three of those five remaining properties filed a protest petition, and of those three they have made an offer to purchase. Two properties they do not have under contract have both indicated they support the project. Once a plan is approved, the ability to get that right-of-way will be in place. Mr. Spears felt many discussions have taken place about building a lot of apartments for millennials. If the proposed project takes 15 years to build out, he pointed out that a 25-year millennial will be 40 years old. Therefore, they are concerned about the long-term need rather than the immediate need. The needs of the Gen X generation are unknown at this time, and they are concerned about the quantity of apartments and desire for the proposed type of development 30 to 35 years from now. Mr. Petersen felt the Country Club Plaza was a good example where a similar project was well designed, which has mixed use and a mix of age groups. Mr. Kite asked if all the homes along Antioch are purchased by the developer, if there would be changes made to the parking garage façade to provide better transitions on the northwest corner of the property. Mr. Petersen stated they would develop based on the concept of how they would interrelate with those homes. The height of the parking garage, separation and landscaping is the exact design model used to come up with the configuration. That design came out of the City’s design model with bringing the heights down from what was originally proposed, as well as setbacks, and adding screening. Staff wanted a concept that would move the development out to Antioch. There could only be parking garages or parking garages with some features along Antioch, which is included in staff’s proposed stipulation. They did not want a big parking field along Antioch, but no more than one row of parking. Much thought went into the different variables. He noted those who live across the street to the west in Wycliff will have a great design and setbacks. He pointed out that acquiring every house was not necessary to gain the improvements. If those houses are acquired, Mr. Kite asked if there would be some retail and parking places along the edge and a lot more for the façade on the west side for the neighbors. Mr. Petersen agreed, stating stipulation e, says it “shall be subject to additional review at the time of final

Overland Park City Council Meeting September 21, 2015 Page 28 development plan when the future of the lots is better known.” Staff said they would help provide that design so it is appropriate and is something they can support. Mr. Kite said his big concern was transition. He referred to the north side of 103rd Street where they moved the buildings back, which puts them at three stories instead of four. He asked if any thought was given to providing more green space on the north side. He understood there was a 40-acre park running through the middle, but he felt there was a lot of concern about the transition across 103rd Street. He also asked if there was enough room for additional green space on the fringe. Mr. Petersen pointed out a concept that was introduced by staff and the developer took advantage of which involves the use of a frontage road. There is a public sidewalk, the roadway, a frontage road, green space, a frontage access road and more green space. They started out with the three-story residential height and separation requirement that is seen all over the City where they interface with single-family neighborhoods. They used this design as the minimum standard, which does not include a thoroughfare in between the two. They are trying to ensure a good transition with this type of design that is typical with backyards of single-family development. The plan shows the backyard plus their landscape buffer and the street. They were in excess of what the normal standards would be in this scenario as far as landscaping and buffers. Given the 200,000- to 300,000-foot separation, staff agreed they had a good transition that would start bringing those scales together. Acting Mayor Lyons opened the public hearing. Mr. Goodman announced that the Council had received all the e-mails, letters and telephone calls regarding the proposed project. They have also reviewed the testimony from the three Planning Commission meetings. He understood the main concerns were with traffic, density, impact on home values, flooding issues, and overdevelopment of apartments. With having considered that information already, he asked that only new information be provided through the public hearing process. Mr. Allen Carl, 10114 El Monte, stated he has lived in his home for 25 years, and appeared on behalf of Unity Church of Overland Park and its 1,400 members. He noted they have had exceptional success in working with City staff and the developer to address their concerns relative to their location at 103rd Street and Antioch. Most concerns have been handled verbally, but he wanted some stipulations to be added that cover concerns relative to their only Americans with Disabilities Act (ADA) access point at the front of the church right after the turn at 103rd Street and Antioch. He referred to the circle drive entrance right after the turn to the south from 103rd Street to Antioch. The proposed plat would result in a 6 percent grade, and he felt it would be difficult for some of the elderly to get up that grade and wanted some additional consideration to resolve that problem. He wanted to ensure their ADA access is maintained. As a long-term resident of the City, he favored the residential component of the plan. Ms. Dolores Furtado, 10104 Hemlock, Pinehurst Estates, appeared in opposition to the proposed development based on three considerations. First was in regard to the density of the buildings, second is traffic management, and third is the creation of the performance center and movie theater complex. She referred to the density issue, stating the buildings and parking garages to accommodate over 2,300 residential units requires erecting three- to four-story structures in close proximity along 103rd Street. She did not feel such density and size of buildings would conform to the surrounding

Overland Park City Council Meeting September 21, 2015 Page 29 community. Regarding traffic, in addition to the considerable increase of resident traffic, there will be traffic associated with the office buildings, retail shops and other attractions. This traffic load will necessitate an increase in the number of lanes on 103rd Street and on Antioch. For the last two months, they have experienced a detour on 103rd Street to accommodate a rather limited construction project west of Antioch. She felt the size of the proposed project will interfere with traffic flow for years to come, including their access to the interstate and U.S. Highway 69. Regarding the performance arts center that is intended to accommodate audiences of over 3,500 people, she felt this number exceeds the capacity of the Kauffman Center, and will not match its quality. It will also compete with the Johnson County Community College performing arts programs, which currently depend on community support. As for the 650-seat movie complex, she referred to Rosanna Square where two movie complexes were constructed and pointed out that both have gone out of business. Ms. Furtado explained that development of the Brookridge property has been a discussion for nearly ten years. She urged the Council to give greater consideration to a development that conforms to the existing community, and she felt the current proposal fails to do so. Mr. Alan Farris, senior vice president and market manager for Landmark National Bank, 8101 West 135th Street, supported the proposed project. He had previously distributed a letter from their executive chairman reiterating their support. He felt the proposed development will be a first class development, and the project is in the best interest of the City. The project will not only create many needed jobs, but will also create a quality environment where people can work, live and play. He asked that the Council vote to keep the City growing, create jobs, and approve the rezoning for the proposed project. Mr. Wayne Smith, 10129 Lowell, stated he had previously sent out a seven-page commentary outlining why he felt the proposed project does not meet the City’s Golden Criteria. He felt the project was completely misplaced for the Brookridge property, which has serious flaws with the centerpiece being Indian Creek. About 65 years ago, Johnson County Wasterwater sacrificed Indian Creek to carry all the sewage in this part of Johnson County. When the City Place project is brought into the area, he felt the situation would get worse. Down the street at the Indian Creek Recreation Center, which is only a quarter mile downstream, there is a no trespassing sign on the berm that protects the recreational facility from the flood waters. He felt the new proposal would put the highest concentration of people in Kansas City right next to the stream, which the City was trying to prevent. He felt that action was totally irresponsible. He felt the stream was the most polluted stream in Johnson County, and the only stream that Overland Park has declared unsuitable for human recreation, yet the developer plans to turn it into a park as the centerpiece of the proposed development. He understood there were 26 square miles of animal feces flushed into the stream including unacceptable levels of e-coli, according to the City’s own research, that will be flooding the proposed park. He did not feel it was a place he would be attending. Acting Mayor Lyons stated he had read Mr. Smith’s letter. Mr. Spears also pointed out that he read Mr. Smith’s letter and referred to page No. 5 of that letter where it states a projected 6,500 percent increase in the crime rate on the property. He asked where Mr. Smith found that increased crime number. Mr. Smith stated that Mr. Petersen had pointed out that issue when he called the area crime ridden. He also used the

Overland Park City Council Meeting September 21, 2015 Page 30 City’s own crime map and found out a surprising amount of crime in places such as Wycliff, which included auto theft and auto burglary. These are not crimes generated within the neighborhood, but from people coming in from the outside and victimizing a nice neighborhood. He had discussed this issue with the Overland Park Police Department and asked one of the officers if he would provide him with a projection of the crime that the proposed development would generate at maximum build out. He noted the Police Department refused to provide an estimate of the potential crime rate after the development goes into the area. He used the crime numbers from nearby apartment houses, Pinebrook Condominiums, Corporate Woods and Metcalf 103. Based on all those factors, he calculated that there would be approximately 135 crimes committed on the proposed site at full build out. Since the property has only had two crimes reported this past year, that works out to a 6,500 percent increase in crime. Mr. Steve Glentzer, 10304 Eby, Wycliff, referred to the crime in the area, stating he has had his vehicle broken into. He understood Mayor Gerlach had previously asked the developer to provide a list of anchors for the office retail and hotel, but he has not heard back about that information yet. Secondly, he referred to the performance arts venue stating he did not feel they had enough activity to fill it and that it would eventually go away. As half of the golf course will be eliminated, he pointed out that nothing has been said about what will be done with the Wycliff 9-hole golf course that runs through their subdivision other than it is part of the plan. If the golf course will be part of the full build-out of the plan as an amenity to the corporations and the exiting hotels, he asked what protection would be provided to the young children in Wycliff when people who check into a hotel would get to walk through his neighborhood. He was also curious about the talk of golf dying, but yet he found it interesting the Council approved the TopGolf project. He felt the proposed development will be similar to the Country Club Plaza that includes a sewage creek. Mr. Michael McGinley, 8847 West 106th Terrace, stated his property was located in Zone F. He felt one important portion or corner was left out of the plan. That area has one entrance and one exit onto Antioch. There are also traffic issues in that area. Ms. Andrea Chastain, 8856 West 106th Terrace, referred to a traffic issue, stating there are nine stoplights on Antioch from 95th Street to College Boulevard. Attempting to turn left onto Antioch to go north from the Orchards property cannot be done safely during the morning rush hour or the noon hour, because there are many people coming and going from Corporate Woods to that area for lunch hours, as well as in the evening. Another area that has gone unnoticed is coming from the west on I-435 heading east at the exit at Antioch, where one has to immediately get into the left turn lane to turn and go north on Antioch. This is an area where one can get stuck, because there are two lanes of traffic coming from the opposite direction. At 11:00 p.m., Mr. Goodman moved to suspend the rules for 30 minutes. Mr. Spears seconded the motion, which carried by a vote of 11 to 0. Ms. Chastain stated the proposed Brookridge development will only exacerbate the bad traffic situation that currently exists. There are housing developments in Morningview, Regency Park, Pinehurst, Wycliff, Brookridge Apartments, The Orchards, and Antioch Woods that will be affected by the extra traffic the proposed project will bring in. She did not hear any traffic solution that made sense, and she was told it would take one to two construction cycles to complete the project.

Overland Park City Council Meeting September 21, 2015 Page 31 Mr. Patrick Crawford, 8823 West 106th Terrace, The Orchards, felt development in Overland Park is very important. As they improve the roadways to increase the commercial viability of the land in Overland Park, he felt they need to do it in a way that provides full and safe access to all the existing residents. He did not feel the proposed plan provides that type of access. Ms. Tomasina Blake, 8809 West 106th Terrace, The Orchards, stated she had also sent a letter to the Council. She felt they had a unique situation with having only one way in and one way out, located next to I-435, and they cannot have a stoplight at their location. She had requested a feasibility study numerous times regarding putting in a road for the residents. She understood that solution would be costly, but if nothing is done in that situation 20 years down the road, the land will become an eyesore. Having another road in there to help with the ingress/egress is the solution to their problem. Had that road already been put in, she did not feel much concern would have come from the existing residents. Mr. Gary Kessler, 10156 Mackey, stating he lived just north of the proposed development near the current water feature on the other side of 103rd Street. He was concerned about the ability of the developer to satisfy the requirements of the ordinance, if approved. He was concerned, as a long-time resident of the Shawnee Mission School District and did not want to see the schools head in the wrong direction. He pointed out that the current developer has not developed anything but a few apartment complexes in Manhattan, Kansas, and in Overland Park, and he was concerned they have not developed commercial or office space. He was also concerned the applicant paid $17.5 million for the property that was purchased by the seller for $5 million a couple of years ago and now wants $27 million in direct subsidies from the City and another $600 million in tax breaks, most of which will come from the school district. He did not feel this was good for the citizens of the city, the taxpayers, or children of the Shawnee Mission School District. He felt it was possible to see what occurred at 69th Street and Lamar, which was the East Mission Gateway Project, where a development was proposed and never got done. He did not want to live anywhere near something like that, and he did not have any hope the proposed project will get built. He asked the Council to seriously consider whether the project will be built. He also noted that there was a considerable amount of noise coming from the highway, because there is no barrier along the highway next to the golf course. He had not heard anything about addressing that issue. Mr. Bob Miller, 9603 West 104th Street, Wycliff resident, did not feel the majority of the people in Overland Park wanted the proposed project to be completed, nor was it in an appropriate place or redefining a corridor. He felt it would be like putting a small city in the middle of a single-family residential neighborhood. His major objection is that he did not want to live in a construction zone for the next 20 years. He did not feel anyone would favor a project of this magnitude and longevity built next to their home. He felt there were too many unknowns in this project to approval it. Under the circumstances, he felt the applicant would remove ten families from their homes on the east side of Antioch and inconvenience 2,800 households and tens of thousands of people who travel through the area. He encouraged the Council to vote against the proposed project. Mr. Bill Drybread, 10411 Antioch, favored the proposed project. He has lived in his home for 44 years, and there was not very much commercial development in the area when he moved in. His biggest concern involved the process and getting people to

Overland Park City Council Meeting September 21, 2015 Page 32 understand it. He understood the Brookridge Golf Course was no longer producing, and he can see whatever activity takes place on the course from his backyard, which is minimal. He felt through the entire process, many changes have been made to the plans. Mr. Marvin Rainey, 10145 Craig, stated his home sits at the backside of Lowell at the top of a hill, just north of 103rd Street. He understood the challenges they face when redeveloping golf course properties, because they are usually located in high quality residential neighborhoods with low intensity. He did not agree with redeveloping a golf course with the biggest and most dense project ever proposed in the state of Kansas or in the Kansas City Metropolitan area into this location. He has been tracking all the proposed projects over the last six months to a year in Kansas City, Missouri, and Johnson County. Adding all those projects altogether, he felt would fit within the square footage limits that are being proposed for the Brookridge site. He heard one of the reasons the proposed project would be a success as a tourism area is because immediately adjacent to the west is the Legends development in Kansas City, Kansas. He understood much of the area located on the south side along I-435 was planned as a commercial and office building area from the beginning and was laid out with College Boulevard as a six-lane street. The right-of-way was acquired and a wide median was constructed, so they could come back later and build two additional lanes without disturbing the properties on either side. The square footage intensity for each 40-acre tract of land was based upon the type of development and the traffic that would be generated. There was resistance and a test to keep single-family development from encroaching on it, so it would be preserved as a commercial corridor. On the north side, 103rd Street is a street that does not have any commercial from State Line to U.S. 69 Highway, except on the south side at Metcalf. This same developer has asked for tax incentives or subsidies of $600,000. To qualify for those funds, he has told the City they could not develop without the incentives. He noted there were 300 pages of traffic studies done on this area. The financing is something the Council can and must consider as to what the chances are of the developer actually completing the project. The houses on the west side and east side of Antioch are at issue. The City is almost forcing the developer to acquire those houses and making it impossible for them to continue as single-family residents. He felt they were getting close to condemnation or regulatory taking. He has heard the developer paid $19 million for the property and is now asking for $27 million in reimbursement for right-of-way costs, which he felt would include the purchase of those houses. Mr. Rainey referred to the stipulation regarding the street improvements, which states they have to be completed before an occupancy permit is issued. He did not feel there was anything that legally would keep the developer from building the project. With a building permit, the building can start even without making the street improvements. In addition to the financing the developer already has, if he has an increase in taxes from 2014, for this year based on increased value from 2014 to 2015, the increased taxes would not go to the school district, the City, or the community college, because they have been placed in a special fund to reimburse the developer for his costs if this project goes through. Mr. Don Culp, 9609 West 104th Street, Wycliff subdivision, noted that he built his home in 1969. He referred to the policy statement of the Board of Directors of the Wycliff Homes Association of which he is a member that was sent to the Planning staff

Overland Park City Council Meeting September 21, 2015 Page 33 and circulated to the Planning Commission, Mayor and City Council. He felt the project was too dense for the area and was vitally concerned about the projection of 50,000 vehicles per day on Antioch when the project is completed. He was also concerned that Antioch will have 35,000 vehicles at the completion of Phase I. He served as former city attorney and assistant city attorney for the City of Overland Park between 1965 to 1971. He felt the Governing Body, Planning Commission and staff of the City are the best in the metropolitan area. He only asked that the project be carefully considered in light of everything that has been said. Ms. Barbara Stevens, 10151 Craig, stated she too sent a letter to the Council. She referred to a question Mr. Collins asked about the project being a planned development and what that actually meant. If she understood the answer, everything in the plan would be there eventually when the project is finished. She was also concerned about an answer she heard about what happens to housing. From a developer’s point of view, if there is no demand, the project will not get built. Putting those two things together and remembering they approved three apartment buildings along Brookridge about three and a half or four years ago, no one stood in the way of that project getting built. Their hope was that it would save the golf course. To this day, that project has not been built, but the setback and things connected with that approval somehow transfer into the proposed project. They were not able to ask for more of a setback than 85 feet because what had been approved and never built was 85 feet. Her main concern now is whether the proposed project, if approved, does not get built. If the performance center is built by someone different, they may build something that rivals the Sprint Center performance facility. She did not want them to be stuck with something that may be undesirable. She asked that the Council carefully consider what exactly will be approved. Ms. Joan Rodkey, 9007 West 105th Terrace, Wycliff subdivision, stated she and most of those who live in the Wycliff area have lived in that area for 48 years or more and have seen many changes in what has occurred in that area. She agreed with all the comments made about the opposition to the project plan. She referred to the funding that is been requested in taxes and tax incentives for the project, which she felt was more than the taxpaying voting public of Overland Park wants to approve. In the last four weeks, an article in the newspaper said Overland Park would like to revisit how they give out tax incentives. She felt the proposed project is possibly a project where that type of evaluation needs to take place. Another issue she felt was important to note is that Overland Park is pro growth, which has gotten them to be the City they are. Growth needs to be evaluated against something that is logical, realistic, and has the possibility to succeed. She felt one would not have to go very far to see plans that have failed in the City, things that are empty, and things that are partially done. She did not feel any of them were built with the idea of failure, but she did not feel they were properly analyzed with the demographics. She requested the Council look at pro growth on a logical basis, because it will contribute and enhance the entire City and to look carefully at how their money is spent. Acting Mayor Lyons reminded audience members that the Council was not considering any incentives for the project and that was a separate consideration. Mr. Jim Korinke, 8806 West 105th Terrace, Wycliff Subdivision, stated he had been to all the Planning Commission meetings and the last meeting of the City Council regarding this project. A multitude of numbers have been presented as they pertain to the project. The language used in presenting the numbers and the success or failure

Overland Park City Council Meeting September 21, 2015 Page 34 of the project always comes down to whether everyone is comfortable and if the developer is certain they can obtain the properties. He felt all of the projections that were made are synonymous with speculation. He noted that three of the Planning Commissioners that voted for approval of this project said they were voting with reservation and reluctantly voted to approve the rezoning, because they are unsure of what the finished project will resemble. Mr. Bruce McCune, 10227 Hardy, Pinehurst Estates, stated he was present to voice his concern about protecting his home and hoping to gain some help from the Governing Body in that regard. He noted that some young neighbors have moved into their neighborhood with kids are already talking about moving out, and they do not want to move into an apartment. Mr. Goodman moved to suspend the rules at 11:30 p.m. Mrs. Happer Scheier seconded the motion, which carried by a vote of 11 to 0. Mr. McCune stated he and his fellow neighbors have worked extremely hard for the last eight or nine months to do everything they can to stop the project. He felt the project was very dense and that density equals pollution and noise. He works off Metcalf, and when he comes down Hemlock at 103rd Street, he likes to take a left hand turn, which he felt would no longer be a possibility if the project gets built. He disputed the validity of the traffic studies. He was disappointed in staff from the standpoint that their only reason for recommending opposition to the rezoning application was the issue regarding the houses on Antioch. He felt the Golden Criteria outlined many good points that would support opposition of such a project. Mr. Glen Person, 10241 Hemlock, said he also sent the Council a letter, stating he lived at the entrance of 103rd Street and Hemlock. He built his home as one of the first residents in the area in the late 1970s. He has seen many different things happen in that area with much of the flooding and so forth across 103rd Street. The golf course is a concern for him since he lives right across the street from that area. He referred to the issue of the amount of green space that will remain on the site, stating he did not feel that issue was addressed properly. He did not feel there would be much green space in the proposed plan. He also did not understand why the Planning Commission or City Council would want to downgrade two beautiful residential areas such as Pinehurst and Wycliff. He questioned why projects such as the proposed could not be established in other areas instead of beautiful neighborhoods like what they have. He felt in the next few years many of the neighborhood residents will be at retirement age and will be leaving the area and wanting to sell their homes. He felt it would be difficult to attract someone into their neighborhood with 20 years of construction that will take place around the area. Ms. Ginger Drybread, 10411 Antioch, stated her home was located in the middle of the proposed site. She favored the project. She understood there were only four or five exits in Pinehurst Estates when they were built. She also noted that her husband played in the symphony for 51 years, is very well known, and they would love to have something similar in Overland Park. They began playing at Johnson County Community College, but it is not big enough and it is difficult for people to get in and out. She questioned what the City would pay for their homes if they do not sell them to Mr. Curtin.

Overland Park City Council Meeting September 21, 2015 Page 35 Mr. Michael Osbourn, appeared on behalf of his parents, Don and Faith Osbourn, who own a home at 10421 Antioch, which is located in the middle of the project. He commended staff, the Planning Commission and Council for their efforts in evaluating the project. Most of his concern was for the homes on Antioch, but staff has developed stipulations to address those concerns, especially stipulation n, which protects the homeowners on Antioch. According to the plans for Antioch, stipulation n will ultimately require the developer to acquire the homes and ultimately yield the transition the developer felt everyone is looking for to the west. Mr. Osbourn has been affiliated with Brookridge since 1970. From 1994, he served on three different boards. Every one of those boards looked at the redevelopment of Brookridge knowing that the longevity and viability of Brookridge was limited unless different things happened. Those different things did not happen in the community, and Brookridge continued to slow. The breaking point was the 2007/2008 recession, which is when the previous developer bought the Brookridge site basically keeping it from going back to the bank. This developer has had foresight that is in compliance with all three of the boards he served on. He professionally studies in the region as an engineer, and has studied the proposed site many times. The 140 acres east of Antioch was divided into three pieces with 40 acres south of the floodplain, 40 acres in the floodplain and roughly 60 acres north of the floodplain. Every board he served on looked at that development as being 40 acres of office buildings, not unlike the current developer has proposed. There would also be the 40 acres of general green space through the middle that deals with the floodplain, but the remaining 60 acres would be some form of multi-family development. This development has been looked at since 1990 almost in the same vein it is being presented today. He felt there is only a matter of figuring what the best development is for the land. Having played golf at the site since 1970, he wished the site would remain a golf course, but he understood the long-term viability is not there. If the project meets the general criteria, which he felt staff has pointed out, then he asked that the Council approve the project. Mr. Greg Nook, 5715 Northwest Woodland Point, Parkville, Missouri, stated he is a registered architect and has practiced architecture, planning and construction for nearly 40 years. He felt the proposed project was a delicate balance and that he has been in a similar situation, when he lived in Minneapolis. He felt something would get done on the site, but figuring out what that will be and getting it right with a plan that is thoughtfully conceived is what is important. He has worked the last couple of years to help line up designers and team members that can help make projects a reality. He has worked in many states and ten different countries working on large, complex projects. He referred to the Brookings Institute, which says urbanization of America is what is happening, and there is a possibility of tying it to generations. He moved to the area 21 years ago and has noticed urbanization happening. He felt it would continue to happen. He felt none of the top ten attractor cities for baby boomers are in the top ten today. Cities have made the tough choices of putting together projects that are live, work and play projects to conform to what people want. Mr. Nook stated in his current role, he travels all over the country working with J.E. Dunn Construction, facilitating projects and the type of development they are building. They have offices in 20 different cities. The big question is what the project will look like in ten years. The cities that are answering that question affirmatively with projects like this are the ones that are attracting the talent they need to run their businesses.

Overland Park City Council Meeting September 21, 2015 Page 36 Mr. Goodman appreciated Mr. Nook’s comments and asked if he was an employee of J.E. Dunn. Mr. Nook agreed. Mr. Goodman asked if J.E. Dunn was the proposed contractor for the proposed project. Mr. Nook stated they were potentially proposed as the contractor. Mr. Goodman felt Mr. Nook’s comments should be put within the context that his employer has a great deal to gain if the project is approved. Mr. Nook agreed that was a fair consideration. With no further comments to be made, Acting Mayor Lyons closed the public hearing. Mr. Messer referred to Mr. Carl’s comments regarding the Unity Church, which involved ADA access on private property and the church drive on private property. That situation gets slightly difficult to deal with how they stipulate something for private use. He felt the applicant should speak to that issue and determine their willingness to commit on the record the issues with Unity Church. As a practical consideration, part of stipulation n will require the applicant to acquire right-of-way from Unity Church. A negotiation between the applicant and Unity Church will have to take place, which can be a significant lever for Unity Church. Staff has been in discussion with the church representatives, but feels that discussion should take place privately. Mr. Messer referred to the Orchards and Antioch Woods, stating it is a difficult situation with the particular drive that does not work well today. He felt the proposed development will not make that situation any better. One of the requirements of the applicant is to split the drive on the west side and provide for a left turn lane and a right turn lane, so that a right turn out can be made during peak periods. Currently, someone who decides to turn left at that location during a peak period would block all the traffic. There is only one way in and one way out. That is one requirement the applicant will have to meet and they agreed to do. He has driven through that intersection during peak periods, and he understands it is difficult to go in and out of that area. Staff does not feel there is any reasonable solution for that area at this point, and they will have to deal with the congestion during those times. During the non-peak periods, that kind of congestion does not exist. Mr. Messer referred to Mr. Korinke’s mention of staff’s projections and tying those to mean speculation. He clarified that when staff states their opinion, they are making a professional recommendation based on sciences, such as stormwater science, traffic science and planning science and theory, as well as their professional reputation. Staff required an analysis by a licensed, professional traffic engineer who sealed that analysis so their reputation is on the line to an extent by association. Staff sought additional professional assistance from professional traffic engineers, and their reputation is also on the line. When they talk about staff’s recommendation, it is a technical recommendation to the rules and standards this community provides them to analyze. Mr. Goodman stated they were not here tonight to discuss incentives, as a number of speakers referred to incentives. The issue that comes up is whether they approve the land use first and then the incentives, or approve the incentives first and then the land use. However, they seem to be siding on the fact they should approve the land use. He also felt the job they have before them is to determine whether this is an appropriate land use at this location without regard to how it might be financed or if it is financed going forward.

Overland Park City Council Meeting September 21, 2015 Page 37 Mr. Goodman noted Mr. Messer spoke to the fact the Council and Planning Commission place a high reliance on staff’s expertise in various areas. He heavily relies on that expertise due to their experience and he trusts their judgment. There were also issues regarding what planned zoning means. Planned zoning means if the plan were to be approved, the developer has a right to build only what is shown for the area. This does not mean changes cannot be made, but if changes do occur, it has to come back through this process again. If the project does not get built, and a successor developer comes in, they will not acquire a right to build anything other than what is approved. The condominium project on the northern part of the project could be built today under the previous approval. However, if they want to make changes, they would have to go through the process again. He felt the Council must look at the project within the context of what the developer’s ability is to put together the team necessary to get the project done, not what his personal ability to do it is. Mr. Goodman was concerned about what the project recommends, and he felt redevelopment of this golf course is probable, because he did not feel it would remain a viable golf course for the next 10 to 20 years. He felt the property is of sufficient size that it lends itself to mixed use development. The property is also proximate to existing major office corridors. It is surrounded by major streets and multi-family developments which make it, to some extent, fit half the characteristic of the neighborhood, but not to the north and west. He felt the proposal was a high quality design. Through his involvement on the Council and Overland Park Economic Development Council, they have determined there is a desperate need for Class A office space if they are going to be competitive in the future, continue to attract jobs and grow their community. He felt the proposed traffic improvements maintain an acceptable level of operation, and he was impressed the majority of the proposed parking is contained within structures. Mr. Goodman felt their efforts would be best focused on mitigating or eliminating the negatives rather than denying a proposal, which at least has the potential to have a transformative and beneficial impact on the City. Staff is generally supportive of the proposed project, with the exception of issues relating to the acquisition of the twelve properties on Antioch. He felt requiring the applicant to get control of all twelve properties is absolutely essential, and he will not vote to approve a project that does not require those homes to be purchased. However, it is important to note, notwithstanding that issue, staff is generally supportive. Mr. Goodman moved to suspend the rules at 12:00 a.m. Mr. White seconded the motion, which carried by a vote of 11 to 0. Mr. Goodman noted that after three public hearings, the Planning Commission has recommended approval of this project. They listened carefully and made a determination based on balancing all things that the project is an acceptable land use. He felt they still have work to do on this plan. Mr. Goodman moved to continue Rezoning No. 2014-15 to the November 2, 2015, Council meeting, and to direct staff and the applicant to look at a scaled down version of the plan, residential and office density, open space, several building heights that exceed the guidelines with the intent of possibly requiring all the building heights along 103rd Street to be limited to a maximum height of three stories, require the developer to acquire all twelve properties along Antioch that includes that area in the overall development plan, as well as require the construction of all Antioch traffic

Overland Park City Council Meeting September 21, 2015 Page 38 improvements in Phase I in lieu of any interim improvements. Mr. Stock seconded the motion. Acting Mayor Lyons noted that when the rezoning comes back in November for further discussion, it would not be preceded with another public hearing and would be only for Council consideration. If they assume that the developer was able to obtain or purchase the homes in question, Mr. Thompson asked if that would impact the protest petition given the fact those homes would potentially then be part of the application and part of the 200-foot area that would be impacted. Mr. Horner felt the district is set. The protest was filed and it would not change. However, staff will further review that issue and follow up with the Council. Mr. Thompson stated that he noticed in the Unified Development Ordinance (UDO) that the individuals can file a waiver and, in effect, withdraw their portion or part in the protest. He wondered if that would impact the ultimate consideration of this plan. Mr. Santos added that staff has reserved their efforts to getting the mathematical calculations necessary to determine what that 20 percent would mean, because they do not know at this time. If the intent is not to have another public hearing at the next meeting, Mr. Thompson felt any new provisions introduced to whatever is proposed would warrant the ability to have comment on those new provisions or changes made to the plan. If they are being asked to change the zoning to mixed use, he felt that would be an advantage to the developer to know this is the plan they presented and it would allow comment. Mr. Goodman did not object to providing that additional comment but agreed with Acting Mayor Lyons that any public comment allowed should be restricted to the revisions proposed, if any. Mr. Santos clarified that it was entirely within the discretion of the Mayor or Council President to allow comment, subject to the majority vote of the Council. Mr. White noted that past commentary has shown it was hard to understand the difficulties of a project when someone does not live near it. However, he pointed out that he lived on the other side of the broken bridge on 103rd Street and understood the disruption possibilities. He did not feel this vote was looking for minor changes, and the subject property would be redeveloped into something some day. He had previously requested a schematic of what Phase I would look like, and he felt Phase I should be attempted with many caveats. He did not feel they need to approve five or six buildings, a performing arts center, movie theaters, three hotels and all kinds of other things. If the property is developed with Phase I in mind, the traffic would not be as onerous as it has been predicted, and they would still get the roadways necessary for the site. There will still be disruption, but they will have something they know they can live with. If that phase works, then they could add more, but they should not approve the entire plan as it is now presented. Phase I is the maximum he was willing to consider, which is still considered a major revision of the site. One of the key Golden Criteria is whether the project fits on the site as presented. They are only allowed to consider what is presented, but he did not feel the plan fits the site or meets the Golden Criteria. He did not support the project as currently presented, and much revision needs to take place before he can affirmatively vote on the project.

Overland Park City Council Meeting September 21, 2015 Page 39 Mr. Kite supported Mr. Goodman’s motion, but felt they need to give the proposed project a chance. He referred to Mr. Goodman’s comment regarding the potential of having more green space, particularly in the northern part of the project. He wanted to add that component to the plan in regard to the transition on the northern end and wanted to see staff further discuss this issue. Mr. Spears concurred with Mr. Goodman about holding off on making a final decision on Rezoning 2014-15. He explained that when they typically send an item back or delay it, staff needs specific information, and he felt that needed to be done. He also wanted to see those changes, if any are made, at least a week prior to the November Council meeting, which would provide sufficient time for a more informed decision to be made. He supported the motion. Mr. Collins supported the motion. He agreed with Mr. Goodman that there are some changes that need to be made in terms of the stipulations. He supported the acquisition of the twelve properties along Antioch that are needed to complete the project. He realized a current stipulation somewhat covers that issue, but felt it would be more appropriate to make sure those properties are included within the development. He agreed with the observation of the building heights in terms of deviations, and they should try to limit some of those building heights as stated in the staff’s comments. For example, page No. 85 says there are some building heights and apartment buildings in the center that generally far exceed the mixed use standard requirements. He referred to stipulation b, which calls for 2.2 million square feet of office space, which he felt was excessive. He understood the need for Class A office, but he felt it should be more like 1.2 million square feet of office space. In terms of 2,326 multi-family units, he felt half of that number of units would be more appropriate for the plan. He was not sure about the viability of the project with the reduced numbers but that it needed to be explored. He felt the reduced numbers would ease the traffic congestion somewhat and in terms of how long the project will take to be built out. He also felt the project would be much more viable with the setbacks referenced by Mr. White and Mr. Kite that have been proposed along 103rd Street. Mr. Janson felt on occasion when direction was given to staff from the dais, sometimes it comes back to them with either something not done or done to excess. Other than the official transcript, he asked if they needed to put their expectations in writing. Mr. Santos stated the direction from the Council is best made by way of a motion, and the record now shows several Councilmembers have articulated what they want, which will be included in the motion. He recommended that any further specific consideration be articulated in the motion. The City Manager staff will also ensure the record is articulated clearly, and he offered to share that information with the Councilmembers. Acting Mayor Lyons clarified the motion would continue Rezoning No. 2014-15 and send it back to staff to work out the details with the applicant, to make changes to their design and proposal based upon feedback they received from the dais. He asked if that would require the plan to go back through the Planning Commission and Site Plan Review Committee processes, or if the plan would come directly back to the Council. Mr. Santos stated it was legally proper for the item to come directly back to the Council for reconsideration, as stated in the motion.

Overland Park City Council Meeting September 21, 2015 Page 40 Acting Mayor Lyons supported the motion. He generally favored the proposed development, but had concerns with its density. However, the general idea of having multi-family housing up to the north, some sort of green space in the middle and office space by the highway makes sense. He was not sure how the property could be developed differently. Regarding Mr. White’s comments about Phase I, he was not sure he entirely agreed with that opinion. He appreciated the comments made by the public and shared some of the concerns. He liked the idea of continuing the item and his hope is that they would get a proposal back that is less dense, which may be more palatable for the surrounding neighborhoods and the traffic at 103rd Street and Antioch. The motion made by Mr. Goodman and seconded by Mr. Stock to continue Rezoning No. 2014-15, with specific directions given to staff, carried by a vote of 11 to 0. OLD BUSINESS None. NEW BUSINESS MID-AMERICA REGIONAL COUNCIL REPORT No report. ADJOURNMENT Mr. White moved to adjourn the meeting at 12:25 a.m. Mr. Spears seconded the motion, which carried by a unanimous vote. Minutes transcribed by Kathleen Behrens. __________________________ Carl Gerlach, Mayor ATTEST: _______________________________ Marian Cook, City Clerk