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HomeMy WebLinkAbout1983-05-281 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 TRANSCRIPT OF PROCEEDINGS SPECIAL MEETING of the BOARD OF ZONING ADJUSTMENT of the CITY OF GRAPEVINE, TEXAS at the COUNCIL CHAMBERS - 413 MAIN STREET GRAPEVINE, TEXAS MAY 28, 1983 - 7:30 p.m. In re: CLAIM OF VESTED RIGHTS by MR. FREDERICK BRODSKY eoucy nAt7Tn C RAMC P - CF.RTTFTF.D SH T 618 COPPER RIDGE - RICHARDSON, TEXAS 75080 214-234-0110 or 2319723 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 I N D E X 0 F E X H I B I T S EXHIBIT DESCRIPTION PACE Al Meeting relating to Pirport 19 2000 Project - Frederick Brodsky's calendars A2 PAWA Winkelmann & Associates, 19 Inc., Letter, April 30, 1985 A3 Summary of documents and 20 correspondence relating_ to provision of utilities to Airport 2000 Project A4 City of Grapevine Letter, 21 December 6, 1984 A5 Frederick Brodsky, Letter, 22 December 26, 1984 A6 Summary of amounts paid by 22 Frederick Brodsky to developing and marketing consultants for Airport 2000 Project A7 Proposal to International 24 Investment Advisors for Professional planning and design services, February 18, 1983 A8 Preliminary concept for a 24 prestige office park develop- ment immediately north of the D/FW 'Regional Airport A9 Preliminary master plan 25 and site anal -osis A10 Summary of correspondence 27 from Frederick Brodsky concerning_ Airport 2000 Project 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 I N D E X O F F X H I B I T S (Continued) EXHIBITS DESCRIPTION All Memorandum from Doris Jeker, Dated September 29, 1982 Al2 Holiday Inns, Letter, November 23, 1983 A13 Rendering A14 Multiple Graphs A15 International Investment Advisors, Letter, October 28, 1983 A16 International Investment Advisors, Letter, June 13, 1984 A17 International Investment Advisors, Letter, June 13, 1984 PAGE 27 28 28 41 52 73 74 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 P R E S E 14 T Board of Zoning Adjustment: Mr. Doug Lamb, Chairman Mr. Gerald Thompson Mr. Gary Tischler Mr. Ron Troy Mr. Bill Waldrip City Staff: Mr. John Boyle, City Attorney Ms. Joy Carroll, Planning and Zoning_ Administrator Mr. Tommy Hardy, Director of Community Development Mr. Marlon Smith, Consultant to the City Also Present: Mr. Frederick Brodsky, Applicant Mr. Kirk R. Williams, Geary, Stahl & Spencer Counsel to the Applicant 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 3 MR. LAMB: I would like to call this special Board of Zoning Adjustment meeting to order Please, convening Tuesday, May 28, 1985 at 7:30 p.m. in the City Council Chambers of the City of Grapevine at 413 Main Street. With regard to the oath of truth and all of the people who are speaking tonight I will administer the oath as the witnesses come forward and speak on behalf of the circumstances. I will read the Order of Evidence. I think that everyone has a copy of this but I will read it so that everyone will know in what order the evidence is going to be presented tonight in this case. First,of all, the city staff will present their evidence and any staff reports. Number 2, the applicant presents his evidence including any initial statement if desired. Number 3, objectors present evidence including initial statements, if desired. 4, Board members may question city staff, applicants and objectors witnesses. 5, the city staff may question applicant and objectors witnesses. 6, applicant may question city staff and objectors witnesses. 7, objectors may question city staff and applicants witnesses. 8, rebuttal by city staff. 9, rebuttal by applicant and 10, rebuttal by objectors. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 4 All right, Board of Zoning Adjustment to conduct a public hearing relative to application BCA 85-09, submitted by Mr. Fred Brodsky, Section 69-L Vested Rights, whereby Mr. Brodsky is requestin his 131 acre tract located west of State Highway 121, north of the Hilton Hotel, be developed under the former I1, Light Industrial District require- ments instead of the present HCO, Hotel Corporate Office requirements. Tommy, you indicated that the city staff and the city attorney had some information to give us first. MR. BOYLE: Mr. Chairman, members of the Commission, the City, during the hearing, will be represented by myself, John Boyle, City Attorney, and special counsel for zoning matters, Mr. Marlon Smith. Under the order of evidence as provided for under the rules the city does not plan on offering any testimony but would submit certain city documents that have relevance, in our judgment, to the case. The documents themselves, or the make-up of the documents, have been previously reviewed orally with the attorney for the applicant. The documents we would offer are all part of the 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 r, official city record and are to be incorporated into this record. The first one we would offer is Ordinance 84-31, which is the ordinance that was introduced during the portion of the hearing relative to the question of the timely filing of the application, which ordinance rezones the subject property under the current and existing ordinance to HCO. We would also offer City Zoning Ordinance 82-73, which is commonly referred to as the Green Book Ordinance, and Ordinance 84-16, which was a substantial amendment to Ordinance 82-73 that includes and incorporates Section 69 which is the requirement relative to vested rights upon which this case is beina heard. We would also tender into evidence pursuant to Section 69 of the Vested Rights Section resolution 83-34, which is the moratorium resolution reflecting that the subject property was included within 83-34 and City Resolution 83-40, which is an amendment to the 83-34 moratorium resolution. I believe that this is all of the matters under this that the city would propose to submit as evidence, or that we will submit. 1 2 3 4 5 6 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 0 MR LAMB: Thank you. Mr. Brodsky, or your counsel. MR. WILLIAMS: Mr. Chairman, members of the commission, my name is Kirk Williams and my address is 2800 One Main Place, Dallas, Texas 75250. Needless to say, this is an important issue, as far as we are concerned.-- This is a relatively new procedure. In fact, I think that this is the first case that has come under your vested rights ordinance. We feel that we have furnished a substantial amount of information to your staff and to you to review. If there are specific questions, please do not hesitate to ask me or stop me during the presenta- tion to review them, or we will submit ourselves along with the property owner Mr. Brodsky at the conclusion of our presentation for any questions you may have. we'll attempt to summarize in as short a fashion as is physically possible the documents that we have that we wish to submit into evidence and attempt to proceed to a reasonable resolution of this matter. Before we get started, I would like to ask, are all of the members of the commission voting members? MR. LAMB: Yes. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 7 MR. WILLIAMS: Very good. The reason I was asking, it is important to us, and I know it is important to you, as to how this matter is resolved. It will take a vote of four of your five members and will require a degree of attention as it spans a series of years historically as we analyze this site and it is a matter that we think is very important to each of us. As I had indicated, Mr. Fred Brodsky purchased the property, talking about the 131 acres, back in July of 1980 and -- yes, sir? MR. LAMB: Excuse me, I think we had better swear you. MR. WILLIAMS: You are right. (Witness sworn.) MR. WILLIAMS: Would you like for me to go back through? MR. LAMB: No, I think that's all right. You were just making a statement at that point. I think we are okay. MR. WILLIAMS: As I was beginning to say, Mr. Fred Brodsky, who is present in the audience and will be submitting himself for statement purposes later in this meeting, acauired the property in July of 1980, 131.342 acres that has 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 I been previously described. When that property was purchased it was purchased with a partner, an investment partner. When Mr. Brodsky was ready to start. his developments of the site the investment partner elected not to be involved in the long-term planning and development of this site, and as a result Mr. Brodsky bought out his investment partner in September of 1982. That is really when the story begins, although there has been substantial communication with your city staff prior to September of 1982, our development process was initiated at that time. As I had indicated, Mr. Brodsky purchased, or bought out his investment partner, and at that time erected a sign on the site denoting Airport 2000. The name itself connoted long-term planning. It was a long term goal. We are talking about a development that might take as far as the year 2000. It was a long range vision for this portion of the city. We recognized that it was going to take a long time to develop and immediately went to work to put toaether a planning team that had experience and that had the ability to tackle- this type of project, The 131 acres in its development form would 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 allow, under various phases of development that we would propose, over six million square feet of development exclusive of Parking structure. So, it wasn't something that was going to be accomplished overnight, and we recognized that, as I think the city did in numerous conversations that they had with Mr.Brodsky. In February of 1983 the architectural firm of HOK submitted a proposal to International Investment Advisors, a development entity that was headed by Fred Brodsky. In essence, it was being submitted to the owners of the Property for planning purposes, and it*consisted of several phases. The first phase was site analysis. You will see a lot of graphic documentation that was prepared over a couple of years that will show you the various planning phases that this went through. It was not something that was arrived at with little thought and it was something that literally grew as it continued to be analyzed and revised. The site analysis that was originally done by HOK back in 1983 consisted of a location evaluation, site access, topographic study to review the drainage situation. It was specifically reviewing the development standards under your Il 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 in Light Industrial Zoning classifiaction, the zoning on the property at the time. There will be evidence showing that there were building heights that were reviewed, evidence showing that noise contours relative to the airport were taken into considera- tion, as well as very serious consideration being given to utilities and how the property could be physically serviced. After the site analysis was done a preliminary concept plan was prepared by HOK. it created a building core of mixed uses, hotel, offices, restaurants, retail uses, and around that core was ten to fifteen building sites that could be developed and marketed to individual purchasers depending on the market conditions at that time. After that massing study and that planning process was accomplished the HOK architects prepared a master plan and site analysis that got down to more specific matters, such as, site coverages, to densities and to specific site circulation. From the very beginning, looking at the site and getting into the concept plan and into the master plan, it was fine tuning a project that was, needless to say, going to be changed over the years, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ll but one that would he master planned. Consultants were hired by HOK with the specific authorization of Mr. Fred Brodsky. From a traffic standpoint the firm was PAWA Winkelmann & Associates, Inc., was hired, not only to review the traffic from a site analysis viewpoint but also the thoroughfare alignments and specific site access. Civil engineers were brought on board to study the soil, to do drainage analyses and to review the utilities situation. That was Graham & Associates, Inc. It would have been naive of us us to go into the market without having done an economic and marketing analysis. For those studies the firm of Laventhol & Horwath was retained and paid by Mr. Brodsky for the information that was furnished to him. This was an attempt to create the master plan for this dream that was Airport 2000. In conclusion, renderings were prepared, as is shown before you, and massing models were prepared for discussion within the office, but also for four prospective developers within the site. As I had indicated earlier, conversations had been initiated with the city as early as 1981 regarding this development. I think that your city staff will acknowledge that there has been a A 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 E continuing dialogue for three or four years regarding this specific site. Much of the conver- sation was about utilities availability. Back in 1984, the fall of 1984, when the master plan had been completed, there were discussions regarding reservations of utilities. I understand from a sewering standpoint, as well as from drinking water availability, there was concern. There is correspondence between Mr. Baddaker of your staff and Mr. Brodsky concerning what would be required to reserve capacity, recognizing and taking into consideration the fact that this property was going to be developed with high density mixed use. On December 6th, 1984,'a letter of credit was submitted based upon the calculations furnished by Mr. Baddaker. The letter of credit was furnished to the city in the amount of $235,834.00. That letter, to the best of my knowledge, is currently held by the city and is currently a valid letter of credit, although I do recognize that there is some discussion over whether or not that has ever been accepted. We simply recognize and represent to you that we have continued to acquire that letter of credit on the open -market and it is currently being held by the city. It is just a 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 13 further evidence of good faith that we intended and continue to intend to develop this site. It was for that reason and for no other reason than that that this letter of credit and that amount of money was set forth. When the property was rezoned in June 7 of •1984 the zoning was Il and it went to HCO. At that time Fred Brodsky was the owner of the property and he was in the planning process, I think the documents will show, of developing the entire 131 acres. Although there was substantial reservation, and I don't know if any of you were privy to those conversations, but there were substantial discussions over the rezoning of this property. Mr. Brodsky in fact went into the open market and commissioned consultants to prepare a mixed use ordinance, an airport mixed use ordinance. I believe that from the information that I can find out, you can substantiate it from your staff, there was some encouragement from the staff to this piece of property in a possibly different way than other HCO properties because of the history of this tract. An airport mixed use district was discussed in detail, and for whatever reason, was never adopted by the city. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 14 Those are some of the things that have taken place since the zoning was changed in June of 1984 and leads us to this hearing today. Based on the preexisting investment back good faith expectations we respectfully request that the vested rights we are seeking be approved this evening with an unspecified termination date. We recognize that in your vested rights ordinace that it does suggest that the construction should be completed within one year of the recognition of the vested rights. On a 131 acre tract it is naive of us to stand here and represent to you, and I think it is naive of you to believe that we could complete construction. The project name, Airport 2000, suggested that it was going to be a long-term project. If the vested rights are recognized we would respectfully request that the termination date be left unspecified in order to allow this project to become a reality. The recognition of these vested rights will allow the applicant to make available to the city at no cost the right-of-way for 2499. This right-of-way is up to 19 acres, it represents a substantial investment, not only to the applicant Fred Brodsky, but also a substantial investment 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 1S from the city's standpoint. I know that we become somewhat calloused sometimes when a businessman goes into the market- place and we say that those are the risks of doing business, but I would like to draw your attention to an analogy that I think may drive this point home a little more clearly and to show where there have been good faith efforts over a long period of time with a reasonable expectation that the develop- ment would be allowed from an equity standpoint. That's what we're doing here, we're asking for equity this evening, that from an equity standpoint that there should be some alternatives available as recognized by your vested rights ordinance. If a family came to you and made the following representations, we believe that certain equities should be afforded to them. The situation that comes to my mind is a family that has the unfortunate situation of losing a father and leaves a widowed mother, and if that family asks and seeks to develop a duplex so that the mother could be taken care of, maybe not within the home itself, but on adjacent property, and if that family goes into the marketplace and buys a piece of property that is zoned for a duplex, it has those rights. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 16 It is a unique piece of property that allows the kids to stay in the same school, to stay with their friends. They purchase that piece of property on the open market, they contract with an architect to design a duplex and they contract with a general contractor to build the house and they then find out that the city is in the process of changing, after all of those things have come about, changing the development rights to allow only a single family home. Then the whole reason and all of the investment that was made is not a valid proposal, it is not one that would suggest that those people should be punished, and for a situation similar to that vested rights should certainly be considered. In a similar vein we have here a business -1 man who went into the marketplace willing to take business risks of whether or not he would be going to make a good investment or whether he would be going to make a bad investment, and having to live with that as an alternative. What he purchased was development rights and we believe that the information that has been presented shows that there was a good faith effort to develop in accordance with those development -rights and that to change the standards of development after three 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 17 or four years of this process is patently unfair. There is an alternative that is available, the recognition of the vested rights, and this allows several things to happen. It allows the developer to develop not more than he came into the market- place acquiring, but simply allows him those rights that he acquired in the open market. This will also allow the city to acquire something that is important to it and that is important to us, and that is the extension of 2499 by way of allowing us to dedicate the right-of-way at that point in time: I would be glad to try and answer any specific questions, but I would like to call at this time Mr. Fred Brodsky. I would be asking him a few questions and introducing some evidence. I think that most of the evidence that he will be introducing will be that which was submitted to your staff. Then, we'll be glad to try to answer any specific questions you may have. MR. LAMB: I have a procedural question. Should we not enter the exhibit in the record at this time? MR. WILLIAMS: We'd be glad to, but I would like to go ahead and have Mr. Brodsky identify each 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 one of them individually. That way, if you have specific questions we could take them at that point in time, sir. MR. LAMB: All right. (Witness sworn.) MR. WILLIAMS: Mr. Brodsky, I am handing you a document that is marked as Exhibit D and is entitled Meetings Relating to Airport 2000 Project, Frederick Brodsky's Calendars. Can you identify thi document and tell the Commission what it reflects? MR. BRODSKY: Yes, sir. This is a summary taken from my personal diaries of the meetings that were noted in that diary related to Airport 2000, and specifically those that were held with the City of Grapevine and/or its staff. MR. WILLIAMS: What are the dates inclusive from your calendar there? MR. BRODSKY: It begins in 1981 on February 18th, at 1:00 p.m. and it continues through 1982, in particular starting September 8, which is about the time that I acquired my partner's interest, then goes all the way through '83 with quite a series of meetings in 1983, basically almost every month, and continuing through and culminating on February 28th, 1985. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 19 MR. WILLIAMS: We would like to intro- duce that document as Exhibit 11o. 1, Al. (Exhibit Al marked.) MR. WILLIAMS: Mr. Brodsky, I'll hand you a document from PAWA Winkelmann dated May 3rd, 1985 -- excuse me, dated April 30, 1985. Can you please identifv this document? MR. BRODSKY: Yes, sir. This was a summary that was prepared at my request by PAWA Winkelmann summarizing all of the meetings taken from Roy Wilshire's calendar relating to Airport 2000. MR. WILLIAMS: That would be Exhibit E in the packet that was given to vou, sir. MR. BRODSKY: That would be beginninq, by the way, in 1982 and continuing through 1983 and culminating on January 11, 1984. MR. WILLIAMS: Was PAWA Winkelmann representing you and Airport 2000 during this period of time? MR. BRODSKY: Yes, sir. MR. WILLIAMS: We would like to submit the second document for reference as Exhibit A2. (Exhibit A2 marked.) MR. WILLIAMS: "dr. Brodskv, I am handing vou what has been entitled as Summary of Documents and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 20 Correspondence relating to provision of utilities to Airport 2000 Project. Can you identify this document? MR. BRODSKY: Yes, sir. This is a summary taken from correspondence in my files relating to the provision of utilities to the 131 acre site that I own, beginning April 1, 1982, and continuing on through January 31 of 1985. MR. WILLIAMS: toe would like to offer that into evidence as Exhibit P.3. (Exhibit P.3 marked.) MR. WILLIAMS: The fourth item that I am handing you is a�letter from J. R. Baddaker to Fred Brodsky dated December 6, 1984. Can you identify this letter? MR. BRODSKY: Yes, sir. One of the criteria, obviously, for developing Airport 2000 had to do with the availability of utilities, and in a continuing dialogue I had asked to be informed of the per acre price for the utilities for the 131 acre site. This letter indicates that the total pro rata cost would be $1800.26 per acre in order to reserve utilities for this project. MR. WILLIAMS: I would like to offer this into evidence as Exhibit A4. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 21 (Exhibit A4 marked.) MR. WILLIAMS: Mr. Brodsky, did you rely on Exhibit A4 in the preparation of any letters of credit? MR. BRODSKY: Yes, sir, I did. MR. WILLIAMS: I would like to hand you a document, No. 5. This is dated December 26, 1984. Can you identify this letter and the attachments thereto? MR. BRODSKY: Yes, sir. This is a letter addressed to Mr. James R. Baddaker in response to his letter to me, the prior submission, and it is a letter of transmittal indicating that I have enclosed a letter of credit which I am delivering to you for the purpose of assuring myself that the City of Grapevine will be committed to providing 2,000 gallons of water service and 2,000 gallons of sewer service for each acre in my Airport 2000 project. These were the numbers that were taken from the prior correspondence. The letter of credit, if you were to take the 131 acres times the $1800.26 would be consistent with the $235,000 that are contained in the letter of credit. MR. WILLIAMS: We would offer into evidence Exhibit A5. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 22 (Exhibit A5 marked.) MR. WILLIAMS: I am holding Exhibit C which was submitted to _your staff which is a summary of amounts paid by Frederick Brodsky to development and marketing consultants for Airport 2000 project. Can you identify this document, Mr. Brodsky? MR. BRODSKY: Yes, sir. This is a summary of the amounts that I paid to each of the consultants, being, HOK, Hellmuth, Obata & Kassabaum for planning; Laventhol & Horwath for their market study PAWA Winkelmann & Associates for the traffic; and to Graham & Associates for utilities. This does not include the $5,000 fee that was paid for the letter of credit. MR. WILLIAMS: We do offer into evi- dence Exhibit P_6, that being the summary of amounts paid to consultants. (Exhibit A6 marked.) MR. WILLIAMS: Exhibit I in the packet that was submitted to your staff is entitled, Proposal to International Investment Advisors for professional planning and design services and is dated Februar�T 18, 1983. Mr. Brodsky, can you identify this docu- ment? MR. BRODSKY: Yes, sir. It was addressed to 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 23 International Investment Advisors because HOK had done work for International Investment Advisors pre- viously. I am the sole owner and shareholder of International Investment Advisors. So, I am in effect the same as IIA, Inc., the legal Texas corporate name. This is dated February 18, 1983 and was the basis of the three or four months negotiation and discussion with HOK on the work that they would do to plan for the development of Airport 2000. MR. WILLIAMS: Was the work that's represented in here a result of your buying out of your invest- ment partners and initiating the planning process? MP.. BRODSKY: Yes, sir. If you will notice the date is early in 1983 after I bought out my investment partners in approximately September of 1982. It took until February of 1983 to negotiate an acceptable work letter which -- MR. WILLIAMS: Did it represent a portion of the 131 acres or did it cover the entire 131 acres? MR. BRODSKY: No. We only considered developing the entire 131 acres. MR. WILLIAMS: We would like to have this document, Professional Planning and Design Services dated February 18, 1983, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 25 MR. BRODSKY: Yes, sir. This is effectively the result of all of the work that was done by HOK, PAWA Winkelmann, Graham & Associates and Laventhol & Horwath with the exception of the work papers. This summarizes all of the effort put forth into actually creating a development concept for Airport 2000. MR. WILLIAMS: What is the date of that document? MR. BRODSKY: This document was printed March, in March of 1984. Actual preparation, it took a while to get it printed, so it was actually printed prior to,that, but it is dated March of 1984, and it covered the entire 131 acres. MR. WILLIAMS: It does cover the entire 131 acres? MR. BRODSKY: Yes, sir, it does. MR. WILLIAMS: We would like to have this exhibit marked as Exhibit A9. (Exhibit A9 marked.) MR. LAMB: We already have a marking on this of A2 as it was introduced at a prior hearing, so we could have both markings on it. MR. WILLIAMS: Absolutely, we would have no objection to that. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 MR. WILLIAMS: The tenth document that we are offering into evidence is Exhibit B from your staff packet, the Summary of Correspondence from Frederick Brodsky concerning Airport 2000 Project. Can you identify this document and explain what it represent Mr. Brodsky? MR. BRODSKY: Yes, sir. This is a series of letters of transmittal, basically, to different individuals as of different dates concerning the attempts to arrange financing for the Airport 2000 project. It goes through, well, it begins actually on February 24, 1981 and continues through April 23, 1984, and there `are different notations there and there are solicitations of investment partners, discussions with development consultants reaardinq the development studies for Airport 2000, specifi- cally a solicitation of a hotel manager and develo- per, and then one item I think is a copy of a refusal by me to sell the property because I did want to develop it, and still do. MR. WILLIAMS: Do you have the letters that are represented by this summary with you in case the commission would like to see any of the documents? MR. BRODSKY: Yes, sir. You are welcome to examine anv of the correspondence that is identified 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 27 and summarized here. MR. WILLIAMS: We would offer this as Exhibit A10. (Exhibit A10 marked.) MR. WILLIAMS: Exhibit K in your staff packet is a memorandum regarding a property sign dated September 29, 1982. _Mr. Brodsky, can you identify this memorandum and tell us what gave rise to the preparation of this memorandum? MR. BRODSKY: This was immediately after I finalized the buy-out of my investor interest in the Airport 2000 project and I wanted to put a sign announcing Airport 2000, a 130 acre prestige office park, to solicit interest from developers in parcels in the site. MR. WILLIAMS: We would like to have this identified as Exhibit All. (Exhibit All marked.) MR. WILLIAMS: Exhibit J in your staff packet is a letter dated November 23, 1983 from Holiday Inns addressed to Mr. Fred Brodsky. Mr. Brodsky, can you identify this letter and tell us what they advised by the correspondence? MR. BRODSKY: The first phase that was recommended by the consultants, the planning 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 M consultants, in Airport 2000 included a hotel, and so I went to the Holiday Inns and approached them on a site. They expressed an interest. The regional manager and the man who is responsible for development for Texas came and visited the property and this is their letter back to me indicating that there is a long-term potential and that they would be interested, depending on timing. MR. WILLIAMS: We would like to have this document marked and identified as Exhibit Al2. (Exhibit Al2 marked.) MR. WILLIAMS: We have two pieces of documenta- tion, or multiple pieces of documentation on the easels before you. The rendering we would have marked as Exhibit A13. (Exhibit A13 marked.) MR. WILLIAMS: Can you identify the rendering that is to the left of the commission? MR. BRODSKY: That is a rendering of what the Airport 2000 project would like upon full develop- ment and completion 'somewhere past the year 2000 and represents the artist's conception of what the resin of our planning efforts would be. MR. WILLIAMS: Was it prepared as a result of the efforts initiated by HOK? s 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 29 MR. BRODSKY: Yes, it was. MR. WILLIAMS: Approximately how old is that rendering? MR. BRODSKY: At least two years, I believe. MR. WILLIAMS: Now, if we could have your attention -- MR. BRODSKY: I'm sorry. I think that that is more like a year and -a -half old. It would have been done prior to the printing in March of '84 of that blue book. So, let's say that it is about a year and -a -half, approximately. MR. WILLIAMS: If we could direct your atten- tion to the flip chart and I could simply let Mr. Brodsky identify what each of these pieces of information are, essentially what they represent, I would appreciate it. If you all have any specific questions or suggestions you can stop us and we will try to answer those. Can you identify what the top document is that is presented here? MR. BRODSKY: Let me just give a minute of background on what all of these are. We had a series of meetings wherein all of the consultants attended. There were normally two or three people at each meeting. From HOK it was normally personall Roy Wilshire. It was Carroll Lilly from Graham & 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 30 Associates, and there were one or two people from each meeting at Laventhol & Horwath that did the market study, plus myself. During the planning process which spanned over a year from early '83 until as documented until March of 184, we looked at a variety of alternatives for the site and ou will see that each one of these includes what our conception of 2499 was, or the extension of Anderson Gibson Road, or Thweatt Road as it was called then. We even took into consideration a configuration for a direct interface with International Parkway. These were always one of the preconditions in our planning process, so everything that you will see in this will have FM 2499 through it. In order to allow for future growth, and we were told by the State Highway Department that eventually 2499 would have to go below grade, we put in a circle that would allow us to do that at an_y level of elevation. So, we were planning for the phasing of 2499 from a two-lane country road to a 200 foot right-of-way highway and in each of these you will see by the scale that 200 feet is reserved throughout our entire plan. This was one of the last presentations that was done r 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 31 and gave rise then to that rendering. This was the culmination and pretty much the result of our representative conclusions of what the highest and best use for the property was. Again, we looked at how much and what the zoning ordinance requirements were based on Il zoning, and so our only impediments were the set -bac of 55 feet for Anderson Gibson Road. Again, it specifies a 200 foot right-of-way for the future dedication of 2499, and we have a 50 foot pipeline easement which I tentatively agreed with Rosewood would come down our mutual property line and we would each contribute $50,000 for the total to relocate that pipeline. In this sheet it says, Il, Light Industria a very flexible zoning category which permits offices, hotels, motels and retail shops with no height limitations, and this is what we based all of our planning on. By the way, this is the gross acreage and we were looking at different alternatives for the right-of-way. In this case it was 13.425.acres that we were giving up for the FM 2499 right-of-way. We did two noise studies. We did a noise study in 1980 prior to my acquisition of the s 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 32 property, and then when the airport announced the two additional runways we had an updated study done for us. This is the result, the two lines, the existing noise zone and then a 1987 forecast based on the two additional runways. You can see that the vast majority of the property is in the B category which would enable us to do exactly as we wanted to do. It also says that the maximum height limitation of the site is 860 feet on the northwest portion. The maximum height elevation is 775 feet in the southern portion. The height restrictions would allow a building of approximately twenty-three stories in the north and eighteen stories in the south. This, plus the previous chart that, again, we relied on in order to go ahead with our planning process, and I think that that is the core of our vested rights issue tonight. MR. WILLIAMS: These documents were prepared during that 1983 -- MR, BRODSKY: '83 period of time. MR. WILLIAMS: -- that '83 period of time? MR. BRODSKY: That's right. We had extensive soil tests done because of the expansiveness of the soils in this area and the problems that Los Colinas 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 has faced with their development. This is a summary, really, of the soil tests that were done showing basically about seven different types of soil throughout the property. I think that this soil testing cost me somewhere in the area of $5,000 or $5500. This is what I think is called short views, in other words, what people up to three stories of height would be able to see from their offices in buildings on the site and it is oriented towards marketing the site. You have a road vista, the short view to the treescape, the high points, et cetera, but we do this for short views. There is also another chart which may not be in the packet but that was for long views. MR. WILLIAMS: It's right here. We'll come back to that one. MR. BRODSKY: This shows that there are no residential properties around us, that our views are panoramic, a valley view, axial view of the lake at five stories, Lake Grapevine, a view of the Hilton, view of the dam, view of the site from 121, a vista view and a view of the airport. So, we really looked at what it would be like to be situated on the site in an office building looking 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 34 out. Hydrology, which was important, mainly because it is relatively a flat piece of property. We identified the major ridge lines, minor ridge lines, the flow, concentrated runoff, concentrated flow, the virgin channel and the water bodv. There is no flood plain on the site and approximately 68 acres to the west of the site drains to the site. I might say that I gave copies of this to the Rosewood Corporation, John Roark in particular, because early on we started to cooperate on information such as this so that our site could be developed in a complimentary fashion. Okay, long views. Utilities. Graham & Associates prepared this. It shows the location of sanitary sewers, twelve inch water line right in front of the property. We looked at electric, gas, water, sewer and easements. The site is entirely within the city of Grapevine's water and sewer jurisdiction and it was at this point that we really started talking to the city about making utilities available in sufficient quantities for the Airport 200's project, and you can see that in the correspondence if _you track through that summary page. It says ffE 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 35 that a twelve inch water line is planned for construction on the west side of State Highway 121 and the sewer east of State Highway 121 was being negotiated with the developer who has begun construction to develop an office park, sufficient capacity will be available. Surrounding development. We looked at what would impact on this site and how we could compliment that development, so, mixed density residential growth up in Flower Mound, growing -- MR. WILLIAMS: For information purposes, this is on an awfully large scale. Here is our site right here for reference purposes. Very good. MR. BRODSKY: What this was was where the growth was coming from, short-term, intermediate term and long-term. This is spelled out in great detail in the market study that was done by Laventhol & Horwath. But it shows that we are not -- office park or flood plain all around us and there is no residential planned or expected anywhere in our vicinity. We looked at access to our site and we had access basically on three sides because of our discussions with Rosewood. From the north from Thweatt Road, Highway 121 and throuah Rosewood 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 36 property, and basically we were looking at compli- menting each other. That was under discussion. So, we even did some work early on as regards the inter- change with State Highway 121 as is reflected here. Proposed roadways. You can see that 2499 came right through the property and we did work on an interchange on Thweatt Road and we did work, as you can see outlined here on details for a connection with State Highway 121. So, we were cognizant of what we had to provide regarding both the interchange with Thweatt and State Highway 121. We also, as part of the fee to PAWA Winkel mann, went to predict traffic to the year 2000, because we were developing on a long-term process and we needed to make sure that our interior roads and our interchanges were designed to handle both present and future traffic volumes. So, based on COG information and based on their own studies PAWA Winkelmann prepared these estimates of traffic counts for the year 2000. We also looked at where we could have potential traffic hazard zones and then we did an awful lot of work to see how we could mitigate or reduce those traffic hazard zones over here and that ERA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 37 led to further work on the State Hichwav 121 and Farm to Market Road 2499 interchange. It shows where -- where the traffic is coming from, fifteen percent from the north, almost thirty percent from the northeast and five percent from the east and forty-five percent coming up through the airport. We did, as I say, that first sheet that you saw represents the culmination of an awful lot of discussion. We could plan this particular tract of land much more effectively from a land use point of view and get a higher yield to work out some alternatives in the alignment, so this was an estimate of the different alternatives and their implications on acreage that would be lost or Grained based on different alignments of 2499. In this case we would lose 40 acres. Here we would lose 37.21 acres, and here we would lose 36.61 acres. We did this considering internal roads, and this was a point that I made at the Citv Council meeting the other night, that you were going to lose between internal roads and frontage roads and 2499 a tremendous amount of right-of-way and buildable area. All of this obviously needs to be considered in how you approach a plan, realizing that you need to satisfy traffic too. MI 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 q Here is another_ scheme, just showing different approaches, with a much higher density than we really wanted, but a cluster around an oval. This was a different internal configuration. We must have _gone through, I would say, thirty or forty different alternatives in trying to plan the interior of the site takina into consideration not only maximum land use but visibility and access, internal traffic, external traffic, et cetera. These are all different plans that we have done. Here is another one getting, again, closer to the ultimate situation that we decided on with an overpass here as opposed to the circle. Here is just another alternative working with Rosewood Corporation taking the right-of-way through them. Basically this was the one we started working on with an interchange through Thweatt Road, an._ interchanae at 121, coming through our property, et cetera, breaking up the tract into two subtracts, or one of 70 acres and one of 46 acres. This was what we really decided to concentrate on and then we started focusing on individual building sites. All of these alternatives, by the way, are colored and were done by architects and it was a very long term painstaking expensive process. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 39 Once we basically decided on the alignment of 2499 we went through to see how manv building sites we could get on the property that would fit well together, that would compliment each other and that for which we had sufficient parkina in that it looked like a quality development. In this one we had a retail center here, a major complex in the center which is on the alignment of Internationa Parkway. That view bisects this particular site. Here is one with a Galleria type project in the back because we had the highest height potential back there. This would be developed sometime in the late 1990's with the first site being here and here to take advantage of the frontage and access. We put in landscapes in some and in the book you will see that we even, when 2499 would be submerged or go below grade, we had planned the night view so that we would have lights coming out of the bottom of this depression with water fountains and everything so that everyone flying in and out of DFW Airport, from the north at least, would have a beautiful view of a circle with different colors of lights coming out at night. That's basically it. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 an There were a lot more. These are just representative of some of the planning that went into the years effort from early in 1983 until early 1984, but the summary of all of this thought and all of the planning and all of this time in this investment is reflected in this blue book. MR. WILLIAMS: I'm not sure physically how we would do this, but we are certainly willing to have these marked as the next numbered exhibit, if you elect to. It is a representation of the effort, what we believe to be the good faith effort that has been made to appropriately plan this site. Frankly, I think,this is the sort of thing that your city likes to see happen, long range plan- ning that gives you the opportunity to structure your city, rather than to simply react to zoning cases. We would be glad to have these submitted in whatever form you see fit to incorporate them in the record. We would respectfully request that they would be marked and entered as exhibits at this time. MR. LAMB: We have marked the rendering as Exhibit A13. Why don't we just mark those -- MR. WILLIA"iS: -- collectively as Exhibit A14? MR. LAMB: -- collectively as Exhibit F_14. W1 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 41 (Exhibit A14 marked.) MR. WILLIAMS: Mr. Brodsky, were all of these plans prefaced on a 131 acre development? MR. BRODSKY: Yes, sir, they were. MR. WILLIAMS: Did you own the property at the time of the rezoning from I1 to HCO on June 7th of 1984? MR. BRODSKY: Yes, I did. MR. WILLIAMS: Were you developing the property in accordance with the I1 standards? MR. BRODSKY: Yes, sir, I was. MR. WILLIAMS: Did the development give you a reasonable expectation, an investment back expectation, of a reasonable development and a reasonable rate of return at that time? MR. BRODSKY: Yes, it did. MR. WILLIAMS: Do you believe that the current zoning deprives you of that reasonable rate of return on your investment? MR. BRODSKY: Yes, sir, I do. MR. WILLIAMS: Are you asking the Board of Zoning Adjustment to extend the vesting period for construction beyond the one year time period? MR. BRODSKY: Yes, sir, I am. I consider the magnitude of this project really to be something 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 42 that would necessitate something longer than a one year period of time. MR. WILLIAMS: I think that that pretty much completes our direct testimony. We'll be glad to try to answer any specific questions that you may have. In conclusion, we will respectfully request that you recognize the good faith effort, the planning that has gone into this project and allow it to be developed in accordance with the standards that it was purchased under. Needless to say, we have a personal interest. We believe that it is better for us financially, it would be naive of us to tell you otherwise, to develop under the Il standards. It would give us a better rate of return and, frankly, allow us to do a better project. This does give the city an opportunity to continue its planning on a long-term basis for growth potential from a thoroughfare standpoint. We see no adverse effects from the grantinq of this vesting. We don't believe there will be anv flood of requests as a result of any other changes in the area. These cases need to be taken on a case-by-case basis. It is an equitable hearing that we are seeking this evening. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 IS 16 17 18 19 20 21 22 23 24 25 4'� Unless you have any other questions, we would simply request that you acknowledge our vested rights and allow us to develop this over an unspecified period of time. MR. LAMB: I`m not certain, but at this point in time I believe that your witnesses should be presented. You have a list of thirteen or fourteen different witnesses. Are they here and available to appear at this time? MR. WILLIAMS: We elected not to have them appear, but according to your record and according to your rules and procedures we were required to furnish you notification of any people that we would possibly be bringing. Unless there are specific pieces of information that you seek from them we do not have them available. If you want information from any one of those and you elect to continue this hearing we would be glad to make them available. We do have our extensive files and correspondence and we may be able to furnish that information, but we have no other witnesses at this time. MR. LAMB: Okay, at this time I would like to suggest that we take a five minute recess, if we could. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 44 (Brief recess.) MR. LAMB: Mr. Brodsky, thank you and your attorney for your presentation. At this point in time we are going to continue on with presentations from other interested parties. MR. BRODSKY: Thank you. MR. LAMB: Our next item on the auenda indicate that objectors could present evidence including any initial statements. If there are any of those present who would like to make a statement with reaards to this property in the case before the board I would request that you do so at this time. I don't have any,preconceived notion about how we get you up here, other than you might raise your hands, and whoever does so first is more than welcome to speak. At this time I will ask if there is anyone who would like to make any type of presentation or present any evidence or discuss anything with reqards to this case? This isn't going to be this easy, is it? At the present time I see that there is no one who has indicated that they wish to present either evidence or a statement at this time, so we will continue on with questions from the board IC 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 45 members to the staff, the applicant or any witnesses This may be, Mr. Brodsky, where we ask questions of a specific witness at this time. MR. TROY: Mr. Brodsky, what is the estimated total cost of your development project? MR. BRODSKY: Under the 11 scenario, and using 1984 dollars, you are looking at something in the area of a six hundred million dollar total, and basically I arrived at that by taking the six million square feet times $100 a square foot. MR. TROY: In a development project of that magnitude isn't it normal to do noise studies and soil tests and things along those lines when you are locating in an area around an airport? MR. BRODSKY: Which is what we did, yes, it is. The results of the charts not only -- as I said, we did the noise studies twice. We did them prior to my acquiring the property and then when the other two runways for the airport were announced we did check the original noise study to make sure we weren't incurring any additional exposure as far as noise was concerned. In the same way, we did a very extensive soils survey. MR. THOMPSON: Sir, when were you first notified of possible zoning changes to this Pronerty DU 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 46 MR. BRODSKY: We heard some comments that were made in the early, well, the second quarter, early in the second quarter of 1984, and actually we called at that time the city hall and were told very specifically, yes, there were some zoning changes being considered, but verbatim, those would not affect our property. That's my recollection of an exact quote, and so we put it on the back burner and didn't really follow it up, and literally forty-eight hours before the hearing on the zoning we accidentally found out about it, because to my knowledge, we never received any formal notification of the zoning change that was sent to us at our offices, and none ever showed up subsequently. So, when we found out about it, Phyllis Wheeler, who is on our list of witnesses, notified me and we both came to that night's meeting and did a very brief presentation. If I remember, it was a joint session of the City Council and the Planning and Zoning Commission. MR. LAMB: Did you at that time indicate to them that you had received no notice? You also had a conversation with someone, and I'm going to ask you if you recall the specific name of the person that you had the conversation with that 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 d7 indicated there would be no affect on your zoning on your particular piece of property? MR. BRODSKY: Well, we made a presentation, and quite candidly, I think we requested that we not be zoned at that point in time. We explained that we were -- as a matter of fact I think I brought this rendering with me during that hearing - that we would not be allowed under the proposed zoning of HCO to develop Airport 2000, that we had worked with the city over two and -a -half or three years period of time and that we respectfully requested that our tracts not be considered as part of the rezoning process at that time. MR. LAMB: Again, I`m going to ask you, do you recall the name of the person who specifically indicated to you that you would not be affected by the zoning process? MR. BRODSKY: My recollection was that it was Jim Hancock. MR. THOMPSON: According to Section 69 in our zoning book here it says that the rezoning beqan August 2nd, 1983. I guess that I am directing this to the city staff. Did you all not begin sending out notices somewhere after that to the people that were going to be rezoned? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MR. HARDY: The actual notices were sent out in February or March, somewhere along in there. Notices were sent out -- MR. LAMB: March of -- MR. HARDY: 184. MR. WILLIAMS: Is he to be sworn? MR. LAMB: Yes, as a matter of fact. Thank ►sem (Witness sworn.) MR. THOMPSON: When did you send the notices out? MR. HARDY: First of all, I don't want.to say when we sent'them out, but we can get those dates, but those notices were sent out. We got the list of property owners from TAD, the ones they actually send out for their tax lists, and we had a letter from them certifying that that was the property owners list at that time. Now, if they did not get that, I don't know. MR. TROY: Was that sent out by certified mail? MR. HARDY: No. MR. LAMB: Just regular? MR. HARDY: Right. MR. THOMPSON: One other question, is this Highway 2499 definitely routed through your 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 49 property now? I understand that there has been some conflict on where it is going to come through. MR. BRODSKY: Yes, there has been a lot of discussion about that. We had planned to let it come through the property, and as my attoney stated, I'm willing, and I have stated this repeatedly, I am willing to donate at no cost the right-of-way for a 200 foot request from the State Highway Department and up to 7 acres for an interchange. My understanding of the status of the right-of-way is as follows. One, I cannot afford, in my own mind economically, to dedicate more than 19 acres and I can't afford to dedicate the 19 acres because I'm not able to do what I hoped to do and planned to do and want to do with the property. The present HCO zoning, which has been taken up in another section of the City of Grapevine government, limits me not only to 100 feet, but has dramatically changed coverage, set -backs. For example, they have even increased the perimeter set -backs all around the property to where that would take 10 acres by itself. So, out of 131 acres I will onlv be able to develop under the limitations of HCO zoning 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 50 approximately 32 acres. I can't afford, and I can go through the numbers with you and I would be more than happy to show you how they are derived, but I did it with Tommy in the room one day, including Mayor Tate, Jim Hancock and Tonv Wiles. I'm not sure whether Tony was there, Tommy. Do you remember, MR. HARDY: I don't believe so. MR. THOMPSON: Pardon me. You said that you would be able to develop 32 acres out of the 131 under HCO? MR. BRODSKY: Yes, sir. MR. THOMPSON: Under the HCO? MR. BRODSKY: Yes, sir, and I went through those numbers with the city administration and I showed them what the HCO zoning had effectively done to my ability to develop that property. That's why this issue here is just so critical because it really takes away an awful lot of my development rights that existed at the time I acquired that property. MR. LAMB: At one point, and I'm looking for the actual date of the situation, you indicated that you had received an offer to sell the property, but that your intent was to develop the total property and that you did not want to sell at that 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 �7 ■ time. Assuming that this was a legitimate offer, can you give me a possible purchase price that was proposed to you at that time? If you could do it in terms of square footage it would be helpful. MR. BRODSKY: I really don't recall. I don't recall. I could hazard a guess, but it wouldn't be an exact answer, so -- Someone from my staff who is not sworn recollects that it was about $4.00 a foot, so that would make the value of the property somewhere in the area of about $25 million dollars, and that would have been sometime in 1984. I think you have a summary. MR. LAMB: Do we have in the summary an indication of the date and the circumstances when you declined to accept that offer? MR. BRODSKY: Right, about $25 million dolars at that time. MR. LAMB: If possible, could we have a copy of that document entered into the record? MR. BRODSKY: Sure. MR. WILLIAMS: Mr. Chairman, could you tell me the number of that document? MR. LAMB: I am looking for i -t. MR. BRODSKY: No, it was $3.00, about $17 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 52 million dollars. MR. WILLIAMS: If we could, we'll get Mr. Brodsky to speak into the microphone and identify this letter. MR. WILLIAMS: Mr. Brodsky, if you could, would you identify for me the letter dated October 28, 1983 and tell me what is attached to it, I would appreciate it? MR. BRODSKY: This is a contract of sale from the Cambridge Companies, trustee and/or assigns, to me offering $3.00, or approximately $17 million for the 131 acre tract, and it is executed and dated October 25, 1983.- MR. 983.MR. WILLIAMS: What was the 'zoning on the property in October of '83? MR. BRODSKY: I1. MR. WILLIAMS: If we could have this marked as the next exhibit, we would offer it into the record. MR. LAMB: A15? MR. WILLIAMS: A15, yes, sir. (Exhibit A15 marked.) MR. WILLIAMS: This is comprised of a cover letter to Mr. David Davidson from Karen Brian and a contract of sale as 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 53 referenced by Mr. Brodsky. MR. BRODSKY: By the way, they submitted that offer and came back with a much higher offer and I refused to counter or to fix a price for the property because it just wasn't for sale. So, all we did was write the cover letter just announcing th return of the contract. MR. WALDRIP: Am I correct in assuming that no physical construction has taken place on the property at this time? MR. BRODSKY: That is correct. MR. WALDRIP: Okay, what are your plans as far as a date to start construction, if this would be granted? MR. BRODSKY: I think that a lot right now depends on the availability of utilities, and obviously you can't begin construction unless you have utilities. To my knowledge, and perhaps Mr. Boyle could direct me, or maybe Tommy can, I don't believe that an agreement has been finalized with the City of Coppell to provide utilities to this particular property, and a lot would depend, quite candidly, on when those would be available. MR. THOMPSON: I notice that.in your blue book you had made some provisions, maybe, for some single 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 54 family or residential areas in your development. Is that not correct? MR. BRODSKY: Yes, sir. This was inconsistent with the Il zoning, and it wasn't single family in that sense. It was high-rise residential, which again, remember that the Laventhol & Horwath market study did recommendations as to the highest and best use. In the last phase of the project in these two towers over here overlooking the lake and golf course they felt could be utilized at that point in time, realizing_that that would be a last phase to be developed, could be utilized as potential high-rise residential. MR. THOMPSON: But you have rejected that since, or is it still in your plan? MR. BRODSKY: Well, it is inconsistent with the zoning that was in effect, so they could only recommend it. MR. LAMB: Could you shed some light regarding Exhibit A9, which is the Preliminary Master Plan and Site Analysis, there is a lot of drafts throughout this list, but it looks like it is dated november 13th, 1984., Could you explain the differentiation between the front copy which has March of '84 and these draft stamps located on the majority of the 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 55 pages throughout the study? MR. BRODSKY: This is a very complicated report with an awful lot of numbers and tables, what we were going through at the time, and the final report that was given to some potential investors in Europe, and I ran out of copies, so the only thing that we found was what was in effect close to the final draft of the ultimate report. We went through in-house and it took us ten weeks to do this and to verify all of the arithmetic calculations and all of the references in this document, which I must say just took a long time to go through that, and until it was done and typeset and proofed, everything was just stamped draft. I might add too, that if you look at the stamps on that report of March of 1984, the proofing took just a long time to get this done because of the complexity of the numbers involved. MR. TISCHLER: Was this prepared in-house or by someone else? MR. BRODSKY: No, sir, the end result of the HOK study in which is included all of the consultant reports. So, for example, you don't have tabs in the reproduction, but in this book which you have as an exhibit there is a developers statement, executive 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 56 summary, there is a master plan as done by HOK, and then there is a market study done by Laventhol & Horwath, and then there is an appendix. So, there is a compilation of all of the consultants work boiled down in this book. MR. WALDRIP: Mr. Brodsky, was this book ever submitted to the city staff before it was submitted to us here as evidence or as an exhibit? MR. BRODSKY: I don't -- to answer your question, I don't know, number one. My understanding from the representation of the consultants in their logs indicates that every aspect that is contained in here was reviewed with the city staff and that is proven, I say proven, I think that that is reflected by the time sheets and the entries that were made, for example, by Roy Wilshire and Graham & Associates. They went through the relative aspects of their studies with city staff, and those meetings are reflected in the calendars. MR. WALDRIP: But there was never any formal presentation of this as one complete text? MR. BRODSKY: No, sir, not to my knowledge. MR. WALDRIP: I would also like to hear something that you touched on a minute ago, some further comments, from your perspective as to what 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 57 the limitations of the HCO would place on the property, that you are objecting to? MR. BRODSKY: From a development perspective standpoint, a developer's point of view, and let me say too, I think that Kirk made the statement, we're looking for the highest and best use of the property, and that goes without saying, but I would hope that given the effort that has gone into this study and of working with the city for this period of time, that our desires and interests would be consistent with those of the City of Grapevine. This is an isolated property, isolated property with Rosewood and my property together being isolated. We have on the east boundary State Highway 121 that is going to be widened and improved. We have the Hilton Conference Center on the south and we have a wide flood plain area on the west and on the north, and so we are isolated from any residential development at all within the City of Grapevine's territorial jurisdiction. Cities today, you had some people from the library out soliciting money in canisters today, this location will increase the City of Grapevine's tax base, your sales revenue, your hotel tax, it will enable you to do a wide variety of things that 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 58 you need for your community, and at the same time give me the opportunity to take a developer's risk, a real estate risk, that is not small in today's market, to build somethinq that I think makes sense and that I am willing to put my name up on it for th loan with a personal guarantee for a substantial amount of money. The HCO ordinance limits me from the highest and best use of this property substantially for a variety of reasons. One, it imposes a 100 foo height limitation. The intent, the way it was explained to me, and I don't presume to interpret the wishes of the City of Grapevine about this matter, but I can only tell you what was told to me, is that no one wanted an office building looking down on a residential area, and I can understand that, but we don't have any residential areas anywhere near us. I could build a fifty story buildinq and I wouldn't look down on any homes or any apartments or any townhouses, or any place where anyone lived. Two, the airport, which would be the controlling body from a health and safety standpoint, will allow me to go up to seventeen to twenty-three stories in height, and if you assume thirteen feet KI 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 per floor, you can do the arithmentic calculations, but certainly I could go up well beyond 200 feet on the north side of the property and still be within the safety factor as mandated by the Regional Airport Authority. So, I fear, you know, that I am being limited severely to a hundred feet within the HCO ordinance. Two is ground cover. The HCO ordinance, and Tommy, I haven't memorized this ordinance, so if I misstate something, please correct me, but my recollection is that it allows me to develop only forty percent of the property. Of that forty percent, by definition, that includes not only the office buildings or the retail center or the hotel, but all parking and structure parking, so as opposed to being able to develop something in the area of eighty percent under the light industrial ordinance. So, there is a reduction by half, if you will, of how much volume across the board I can put in my 131 acres. The next is the setbacks, and where set- backs are important and necessary for certain types of development, a 75 foot perimeter setback where you are giving up 200 feet of right-of-way takes up 10 acres all by itself of the 131 acre tract. So, ME 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Z the setbacks, the way they are defined, imposes, I think, a very severe limitation beyond what I have seen, and we have done a comparison of suburban Dallas zoning, of Irving and Plano, and under our old ordinance and new ordinance it imposes a severe restriction on us. The impervious area -- MR. WILLIAMS: Insofar as that setback is concerned it will not allow even surface parking, so it is literally not usable space. I think that was one of the_noints that wLh stated, that we lose 10 acres of developable land. Is that correct? MR. BRODSKY: Yes, thank you. The impervious area is one of the other items that is very. specifically defined in the ordinance. We did a plan of the sites, which I don't think I have with me, but I did it to show all of the green areas that we had planned. That rendering, at the oblique angle that it is, shows something that is much more dense, or appears to be much more dense than it is That represents the six million square feet. tha I would hope to build on the site, but we did a tack down color rendering of the site, and we outlined office buildings, and I think it is red, parking surfaces in another color, streets in anothe color, and then, open areas. There is a substantial Wil 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 61 amount of open area in this plan. That's what people want today, that's what helps office buildings lease space. To do a downtown Dallas in this location really doesn't make sense. It has to be open and it has to be airy, and that's why we concentrated on the views, both short and long-term. If I was going to pack as much volume in on the site as I possibly could, I could tell you what the views would be, they would be the next office building period. That is not the intention, because that would lose in this market. So, to answer your question, my recollec- tion of the limitations are those of height restriction, the combination of the setbacks, the ground cover and the definition of impervious areas, and to my recollection those are the four restrictions that combine, because if you get hit with one or the other, you know, you try to work something out to develop and you always run into another restriction, and it makes it very difficult, and in this case impossible to realize the highest and best use potential for this property which is isolated by natural barriers and really could be a focal point for the city of Grapevine and could produce a tremendous amount of revenue as a 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 tax base item and sales tax item. MR. LAMB: You indicated that you have taken -- I'm going to make sure I understood you accurately. You took this Exhibit A9, your pro forma, to over a hundred investors. Is this the document that you utilized? MR. BRODSKY: No, sir. There is a summary proposal -- MR. WILLIAMS: Let's make sure you have the right one. MR. LAMB: Which exhibit was it? MR. WILLIAMS: Exhibit A8. MR'. BRODSKY: The preliminary concept. MR. TISCHLER: At the present time you are the sole owner of this property? MR. BRODSKY: Yes, sir, I am. MR. TISCHLER: What kind of reaction have you had from the hundred investors you proposed that to? MR. BRODSKY: Well, you can see the corresponden stops, because the first question has to do with the status of 2499 and utilities and zoning, and when I couldn't answer those questions I stopped marketing the property because of the investment that would be required. I'm just not able to do anything as far as looking for investors until these three items are 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 63 defined and resolved. MR. LAMB: Obviously, you're not going to do this yourself, you're going to need the investors to provide the financial backing to make the project go? MR. BRODSKY: Yes, sir, that's right. MR. TISCHLER: If this request for vested rights is denied, will the offer for the 19 acres for 2499 be revoked also? MR. BRODSKY: Unless we can modify the HCO ordinance in a way that allows me to realize the economic potential of the site I cannot afford to dedicate the 19 acres for 2499. MR. TISCHLER: Indirectly, you're trying to tie the 2499 donation of the land, or the right-of- way, to the zoning? MR. BRODSKY: I would say really directly, not indirectly at all, because, quite candidly, the offer to dedicate the right-of-way was made when I had light industrial zoning. I don't think there is anything wrong with the city getting and having what it wants and needs and there is anything wrong with the developer getting what he wants and needs. It's done and negotiations are carried out all of the time between cities and developers or land owners 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 64 in order to negotiate a fair exchange. I'm willina to give something up to get back what I had. I'm not even asking for anything additional. I just want to get back where I was. Then, if I get back to where I was I'm going to dedicate the 19 acres at no cost. I'm not asking for anything more than what I originally had and what I have worked to accomplish through all of this planning process. MR. TISCHLER: You mentioned that there would be townhomes included in this. MR. BRODSKY: No, sir. No, sir. MR. TISCHLER: There will be some kind of residential then?, MR. BRODSKY: No, sir. I said that the recommendation was made by the market study people, Laventhol & Horwath, to include high-rise residential in this last phase of the project, which was rejected. In other words, their mission was without restriction to recommend what the highest and best use of the 131 acres would be, and in the last phase they recommended to me that a high-rise commercial to be built sometime in the late 1990's, high-rise residential. That's part of the report, but as I say, it was inconsistent with the zoning. Their mission was to find the best and highest use for the 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 65 property. MR. WALDRIP: So, this Exhibit A9 is really a recommendation of what you planned to build on the site, not really or necessarily a final site plan? MR. BRODSKY: That's right, because a site of this size and this complex evolves over a period of time. In this case the idea was to start here with an office building and a hotel and then to work backwards to maximize the utilization of the site and the. infrastructure, and you can't, and I don't know anybody and I'm certainly not smart enough to plan a twenty year program for a particular piece of property, it's` an evolutionary thing, so you need to know where to begin and the timing and the cost and then work through your plan, which is really subject to change over a long period of time, because it's a twenty or twenty-five year project. MR. WALDRIP: So, under, like, Section 46 or 47, under existing zoning, codes, you haven'_.t filed a master development plan or a site plan of any type on this property? MR. BRODSKY: No, sir, I have not. MR. TISCHLER: On one of the pages of Exhibit 14 I believe it indicated, I may be wrong, but there would be some residential. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 66 MR. BRODSKY: High-rise residential. In other words, these two towers here, if you'll look real closely, are labeled condominiums. This phase is a Galleria type project which has retail, office, high-rise residential, hotel, and it is all labeled. That was the planning people, Laventhol & Horwath, recommendation, to have high-rise condominiums over- looking the golf course and lake, but not townhouses or single family houses. MR. WALDRIP: To what extent have you had to borrow funds and expend funds as necessary to do the planning that you have done up to this time? MR. BRODSKY:' So far I have paid for both the planning and the buy-out of my investors out of my own pocket with no borrowed funds, and that includes the two and -a -half million dollars to date to my investors. The only debt against the property is the original debt from when I acquired it in 1980 and one last payment to my investors. , MR. WALDRIP: Okay, thank you. MR. TISCHLER: City staff, what is the time frame as far as utilities being available to the site? MR. HARDY: I think that is largely going to be up to the developer. He is the one that is going 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 F -7 to have to pay to get those utilities there, water and sewer. What it's going to take to serve this project, I don't know, and that is going to be up to the developer. MR. BRODSKY: I was told that that was the amount of $1800.26 per acre, which is what I have on deposit at the city, according to the letter that you have from Mr. Baddaker, and I have already put that money up to get utilities to my site. I mean, I'm ready to go. That is a live letter of credit. MR. TISCHLER: In Exhibit A3, Summary of Documents and Correspondence Relating to Provision of Utilities to Airport 2000 Project, Item 10 is a letter dated January 15, 1985, from Jim Baddaker to Fred Brodsky. The last sentence, according to Mr. Baddaker, various developers are planning projects in the northeast area of the city which would place demands on the water and sewer systems which under present circumstances the city cannot meet. That's what I'm referring to. At what point in time will the city be able to meet these demands? MR. HARDY: As far as the adjoining properties, I don't know, but it is my understanding that there is water and sewer available for Mr. Brodsky's tract, and I thought that he had paid the money for those 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 r) R services. To get his property served would be up to him as far as getting water and sewer lines to that tract for service, not to the city. MR. TISCHLER: But, based on what I'm reading here, the city can't supply it to start off with. MR. HARDY: Not all of the area, no. We don't know how it's all going to develop at this time. MR. WALDRIP: All right, Tommy or Mr. Brodsky correct me if I'm wrong, but if this were to be granted what you had planned to do would be to, as you came up with specific site plans, a site plan on each specific need would be submitted for. approval before construction was to start there? MR. BRODSKY: Basically, that's right. I think that the ordinance, Tommy correct me if I am stating this incorrectly, but I think your ordinance requires that a site plan be submitted in advance and be consistent with the zoning ordinance. MR. HARDY: No, sir, it would not. If they granted you the Il, the right to develop under the old Il Light Industrial, the requirement for a site plan would not be required. That was not a require- ment of that district. MR. WALDRIP: Was there any requirement? How did you get a building permit under the old Il. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 69 MR. HARDY: You submit a building permit in compliance with all of the requirements. It does not go to site plan review. MR. BRODSKY: I might say that as far as utilities, if I could back up just a moment, it was my understanding that utilities would be made available by the city in sufficient quantity for 2000 gallons per day per acre for sewer and each and for water each, pending receipt of an assessment to provide those utilities to my property in the amount of $1800.26. Now, Mr. Boyle has drafted a letter saying that this would be conditional on the city being able to perform, which I understand, but my response in putting up that letter of credit was specifically in response to Mr. Baddaker's letter to me saving that I could reserve that volume for capacity for both sewer and water for the payment of that amount which is, in my mind anyway, what I have done by putting up the $235,000, because in the letter it states that it is on a first come first serve basis, and I wanted to make sure that I could go ahead and develop my property and that I would not fail because of lack of utilities. So, I nut up my money, I think, before 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 70 anyone else did. I don't know of anyone else to this day, Tommy, who has any deposit up. MR. HARDY: Not to my knowledge. MR. BRODSKY: I'm the only one who has put up money to reserve my allocation, pro rata allocation, of sewer and water so that I could go ahead and develop and not be held up because of a lack of utilities. MR. LAMB: When you first proceeded to the Planning and Zoning Commission to tell them about potential zoning circumstances for your property, that actual rezoning was done during the rezoning process when the moratorium was announced, then you were aware of the fact of the possibility of rezoning of your property. Can you tell me, again, what transpired in those meetings with the Planning and Zoning Commission with regards to rezoning the property, because they obviously indicated, and I'm saying obviously, because it's my understanding that they indicated that the zoning was not goinq to be changed, it was going to stay at HCO. Can you shed some light on the discussions that were held at that time? MR. BRODSKY: One, I never met with P&Z directly. MR. LAMB: You met with -- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 71 MR. BRODSKY: Other than informal presentations, the rezoning of the City of Grapevine was a monumental process and there were a lot of parts and pieces that had to be worked out and considered. Basically it was my understanding, and again, Tommy, correct me if I am wrong, that on a blanket rezoning, which was what was going on in the City of Grapevine, the objective was to get the new ordinance resolved, finalized and introduced, because the moratorium was expiring, and all of this had a certain time frame in which it needed to be accomplished. Then, the procedure was set up subsequently to handle individual cases or appeals such that someone could present their case, and this is what we did. Part of that process was the meeting that Tommy attended with Mr. Hancock, Mr. Baddaker and Mr. Hart in which it was suggested that, and I think Tony Wiles was in that meeting too, it was suggested that Rosewood and I jointly develop a zoning ordinance for our properties, our respective properties, 262 acres of isolated land from most of the rest of the community. At that time we came up with AMU, or Airport Mixed Use, to reflect the fact that this property was isolated at the airport. We did that based on certain very tenative discussion 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 72 with city staff, Mayor Tate, Jim Hancock, Mr. Baddaker, et cetera. We hired a professional consultant to do that for us and we also hired a consultant to do a comparison for us to assure that we were in line with other cities that are known for their planning and zoning, Plano being one. So, we compared what we were asking for in the AMU ordinance with different communities. The letter of June 13, 1984, to Ms. Sharon Spencer says, thank you very much for your consideration of our zoning request during the recent public hearing regarding the revised Grapevine zoning ordinance. We appreciate the council and. the commission's careful and deliberate approach to such important land use decisions. We feel that the city's suggestions that we work in conjunction with Rosewood Properties to outline a zoning classifica- tion appropriate for the mixed use development envisioned for this airport area is a sound one. In response to this suggestion yesterday we had a very productive meeting with Mr. Jim Baddaker, Mr. Tony Wiles and Mr. John Roark of Rosewood Proper- ties. We will continue to work closely with the city staff and our land planners over the next few weeks 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 73 to prepare a draft ordinance that will meet both the needs of the City of Grapevine and the objectives of our projects. We look forward to presenting the results of these efforts to the Planning and Zoninq Commission and the City Council in the near future. Thank you again for your attention to our applica- tion. That was signed by me and by Phyllis Mueller, who at the time was my director of planning. So, on June 4th, after meetings that were held, it was suggested that Rosewood and I cooperate to develop a separate zoning ordinance to staisfy the highest and best use for our respective properties, and that is what we attempted to do by submitting the AJ4U ordinance, which effectively was rejected by Tony Wiles in his comments on that ordinance. MR. WILLIAMS: Mr. Chairman, would you like to have that letter introduced? MR. LAMB: Yes. MR, WILLIAMS: We would introduce this letter as Fxhibit A16. (Exhibit A16 marked.) MR. WILLIAMS: Mr. Chairman, we would like to introduce into evidence not only the letter that was written to Chairperson Spencer dated June 13, 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 74 1984, but also an identical letter that was written and sent to the Honorable William D. Tate under the same date with the same information, simply confirming the status of the comments and the working of the neighboring properties to develop a Mixed Use Development in accordance with the suggestions of planning and of zoning and of the city council. So, we would like to have each of these marked as separate exhibits, even though they are identical letters. One is to the Chairperson of the Planning and Zoning Commission and one being to the mayor. MR. LAMB: All right. (Exhibit A17 marked.) MR. LAMB: So, the response of Mr. Tony Wiles, planner, is that right, was given to you approximate) how long after you went before the Planning and Zoning Commission? MR. BRODSKY: It took about two weeks to prepare our recommendations on the zoning ordinance and I think Tommy suggested that we draft it in the same form as the existing ordinance which would follow the outline that was existing at the time to facilitate consideration on a like -to -like basis. Then, it took four months, my recollection, from our previous hearing with Tony Wiles to come back to us 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 75 with his comments and observations on our submission. MR. WALDRIP: Mr. Brodsky, in your Exhibit A9, Preliminary Master Plan and Site Analysis for this tract of property, we have already discussed the residential development that was mentioned in there, and you noted that that would not be consistent with previous zoning so that that would not be included in the plans for the site. Are there anv other provisions in this plan that are no longer consistent with your plan, or that are no longer consistent with your current plans? MR. BRODSKY: I don't believe so,, unless -- I'm not sure, Tommy, whether the old ordinance allowed for free standing restaurants. MR. HARDY: Yes. MR. BRODSKY: Then, to my knowledge, that was the only exception, and those two towers would be office condominiums rather than high-rise residential. To my knowledge, it was the only exception to the then existing zoning ordinance that was proposed by our consultants. MR. WALDRIP: Assuming that utilities could be provided within a reasonable time period, then you were still planning on sticking somewhat with the construction time you provided in this document? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 7F MR. BRODSKY: Yes, sir, I was. I mean, in something like this, if you read the Dallas Mornina News on Sunday, it's doom and gloom, something like this, you need to take time to plan. It is too large of an investment to just go off -- you know, you have to pick your time carefully and I think that that is indicated by the detail in the market study there that was done by Laventhol & Forwath that is part of our over-all report. But, yes, subject to the marketplace and financing it was our intention to stick with that plan, because we had worked so hard to refine it through all of the alternatives that it was the one that made sense to us. We did leave in a lot of flexibility, but only to the extent that you can predict a twenty or twenty-five year development schedule, this is what we felt very comfortable with on a considered basis by everyone involved in the project. MR. WALDRIP: So,.it's my understanding that in accordance with your market study and what is going on at such places as Valley Ranch and Los Colinas that you could actually wait until a time somewhere in the area of 1988 or 189 to start construction? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 is 16 17 18 19 20 21 22 23 24 25 77 MR. BRODSKY: That's right, and I think in my recollection it was '87 or '88 for Phase 1, but I might also point out that to begin construc- tion in '87 or '88 for the first phase that utilities have to be in place. The lead time there was about nine or twelve months, if I recollect. So, we would have to actually back up from the date that we actually intend to put a shovel into the ground for our buildings and go backwards somewhere in the area of fifteen months or so. If we are talking '87 or '88 it would be 186 or '87. You have to have your plans, your architect needs to do his work, everything else needs to be in place before you put a shovel into the ground. Normally, the lead time on something like that, as I said, is somewhere in the area of -- well, utilities would be the biggest thing in this area. MR. WALDRIP: As I understand it, Tommy, at that time, if he was ready to proceed, there would be no requirement for him to submit a detailed site plan? MR. HARDY: That's right. MR. WALDRIP: -- to the city for approval? MR. HARDY: It would not be required, no. MR, THOMPSON: That bothers me a lot. Have you 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 reviewed any other sections of the current zoning ordinance that would better suit your needs for this property? MR. BRODSKY: To my knowledge, there is not an alternative. We did look at several proposals and the closest was HCO, given the restrictions that I enumerated. MR. LAMB: Mr. Brodsky, at anytime during the process of meeting with the city staff and with each of the various members of the planning circumstances you were involved with, with Tommy, Mr. Hancock and Mr. Baddaker, at anytime, was there any type of Positive affirmation of your circumstances, other than to continue to provide information to the city to develop this zoning? MR. BRODSKY: I take it that that is a good question, and, yes, there was. There was constant feedback, positive feedback. If you look through my calendar you will see that I had several meetings with the city and I did that on a regular basis to show Mr. Baddaker in particular, and Mr. Hancock both, Tommy I met only recently at the time the zoning was being considered but both Mr. Hancock, especially Mr. Hancock, and Mr. Baddaker were fed information from our planning process as and when it 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 74 reached a point that it made sense. For example, Mr. Hancock I gave a copy of this rendering at the time that it was done, but even before that I came in here with a model, a styrofoam model of the whole project layed out on a large sheet of paper that showed all of the streets and everything else and I showed them to him because the architect had brought it in. We discussed the visual aspects of it and how it would build up, et cetera. So, I think that both of those gentlemen were kept reasonably well informed of our planning process and given data as and when it was developed that we felt would help them plan, which was the whole purpose of this. I can't do this project in isolation. It is such a substantial property that it needs the cooperation of staff and of all of the elements within the city. So, we started doing that early on, our consultants did that early on, so that we just weren't out there by ourselves running our own numbers or doing our own things without consideration for what the city wanted and felt that they could support and supply. This is why you will see the series of meetings for Graham & Associates on utilities, with W 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Roy Wilshire on traffic and transportation, of HOK, of Laventhol & Horwath. They all had a continuing series of meetings with different members of staff of the City of Grapevine. MR. LAMB: I notice that you have Mr. Hancock down as one of the witnesses but yet you declined to have him here to present a statement this evening. I would like to hear from Mr. Hancock his represen- tation of those meetings specifically refuting or making positive affirmation of the recollection that at one point in time that he indicated to you that there was no -.effect on this particular piece of property. I would like to have him available for that. MR. BRODSKY: Sure. MR. LAMB: I notice that he is not available this evening, at least I don't think he is, but I would like to question him in that area. MR. BRODSKY: Sure. I certainly have no objection. MR. LAMB: But from a procedural standpoint I have a little difficulty with that because he is not here. I assume that he was notified of the meeting and that he would be a potential witness this evening? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MR. BRODSKY: Well, we decided not to call anyone. We could have been here, I think, for a week. We decided to summarize everything and provide you with as comprehensive a summary as possible with all of the documentation. If we wanted to pass the weight test or the paper test we really could have flooded everyone with a bundle of paper, but we decided not to do that. Again, my recollection is exactly what I told you. Very clearly, I think that that can be corroborated by Phyllis Mueller, but.I don't want this deliberation to get into, you know, you said this or I said that kind of thing, because I think that there is enough factual evidence available to you that we have presented that clearly indicates from my personal point of view and from my consultant's point of view a continuing dialogue with the City of Grapevine. MR. LAMB: One of the parts of the ordinance is the reliance made upon statements by staff or agencies of the city, and it's very difficult to refute that statement if that person or agency is not present to make statements. MR. LAMB: I'm going to ask for a five minute break at this time, if I could. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 82 MR. BRODSKY: Sure. MR. LAMB: I'd like to have a five minute recess. (Brief recess.) MR. LAMB: If we could reconvene, please. We are in the process of asking questions by the board members. Any further questions fo Mr. Brodsky by anyone in this particular case that you would like to ask? Okay, city staff now has opportunity to question any of the witnesses or applicants or objectors at this time, if they so desire. MR. SMITH: There are just a couple of little points. MR. LAMB: I think I need to swear you in, Mr. Smith. MR. SMITH: You need to swear me in? MR. LAMB: I'm going to swear everyone in tonight. MR. SMITH: All right. (Witness sworn.) MR. SMITH: Just a couple of points to clear up with Mr. Brodsky. Maybe you would want to come back up there, sir. I understand what you are telling us about the letter of credit that would be for a reservation of a right to receive a certain 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 amount of water and sewer services, is that correct? MR. BRODSKY: That's correct. MR. SMITH: And is that designed for a specific project, or is that available to you no matter what you build on the property? MR. BRODSKY: I assume that it would be available to me, regardless of what I put on the site. MR. SMITH: So, that wasn't keyed to any particular proposal? MR. BRODSKY: Well, in my mind it is, because my plan was Airport 2000, so I had nothing else planned on the site, if you will. MR. SMITH: But, if you planned and built something else, you could still use that same committment? MR. BRODSKY: I have no plans to do it, but if you want to make that supposition, yes, I could. MR. SMITH: Something I still don't understand about this document that bears all of these draft stamps. The draft stamp says it is November 13, 1984, to be used only for management discussion purposes, engagement is incomplete, this draft is subject to final review and possible revision. Whose draft stamp is that? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 84 MR. BRODSKY: HKO planning group. MR. SMITH: And they put it on the document? MR. BRODSKY: That's correct. MR. SMITH: Did they put it on the document when they delivered it to you? MR. BRODSKY: There was never a final printing done on this document. In other words, I used what was presented there as a proposal based on all of this work to prospective investors, but the binders were printed and the document was never printed because 2499 was a large question mark at that time. That was the first of a series of three items, the 2499 alignment and then zoning and then the utilities that precluded doing somethinu in final, final form, if you will. MR. SMITH: Well, what I'm trying to get at, Mr. Brodsky, the date that this bears, draft of November 13, 1984, is that the time at which HOK had reached a stage of having the document in this state and gave it to you in this state? MR. BRODSKY: Yes, obviously. MR. SMITH: You told us that this is a long -rang twenty-five year project, so is this just kind of a concept of how the property might develop? MR. BRODSKY: It is a plan for the development 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 'R5 of this particular site. MR. SMITH: But didn't I hear you say that some parts of it might change? MR. BRODSKY: Yes, sir, that's right. I can't predict twenty-five years into the future. MR. SMITH: But you're not asking to have the board approve the use of the property for the development of a project configured just exactly the way it is shown on your exhibits, are you? MR. BRODSKY: No, I'm not. I am asking for a reinstatement of my original zoning, which is light industrial zoning. PIR. SMITH: You're asking the board, you're asking this board, to give back the Il industrial zoning for that property? PSR. BRODSKY: That's richt. MR. SMITH: To restore those restrictions to this property? MR. BRODSKY: Based on vested rights, that's correct. MR. SMITH: And to allow you to build on it anything that the Il zoning would otherwise have permitted? MR. BRODSKY: Yes, sir. MR. SMITH: Is that right? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 86 MR. BRODSKY: That's correct, but my concept for what that is, however, is based on an awfully large expenditure of a lot of man hours, which is what you see here. MR. SMITH: Has the architectural desiqn work been done for any of this project, Mr. Brodsky? MR. BRODSKY: Specifically for a building? MR. SMITH: Yes. MR. BRODSKY: No, sir. MR. SMITH: Have construction drawings been done for any buildings? MR. BRODSKY: No, sir. MR. SMITH: Have you done any drawings for the installation of roads for the water and sewer lines on the property? MR. BRODSKY: Other than the planning process that was done and the -- and the grading and the soil tests and utilities studies that were specifically done, I would say that besides putting a shovel in the around that we have done everything that we needed for the preplanning of the site. MR. SMITH: Have you done construction drawings for the roads, for example? MR. BRODSKY: Not knowinq where the roads or where 2499 is going to be, no, we haven't, but 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 R7 we have done, as well as presented to the city council, a tremendous amount of work down through the ultimate configuration of the interface with International Parkway, which by the way is about twenty years out according to the State Highway Department to go through all of the three or four phases we are talking about so, we phased it out, but the original phase for the road, for example, is a two-lane Farm to Market road. MR. SMITH: Mr. Brodsky, you don't have any c ontract outstanding to deliver a building to anyone on this site, do you? MR. BRODSKY: No, I don't. MR. SMITH: You haven't executed any leases for anyone to occupy any structures on this site, have you? MR. BRODSKY: It's not possible to execute leases without having the utilities, your zoning and 2499 resolved. Now, I would be a fool in the marketplace going to negotiate a lease without being able to deliver, and right now I'm not in that position to deliver. MR. SMITH: You don't even have yet the specific plans for your first office tower and hotel, do you? 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 RR MR. BRODSKY: When you say, plans, we have a concept. That would be affirmed by Holiday Inns, which we approached them, which was in concept acceptable to them and to me. The next step would be to go into a contract with an architect. I can't provide utilities and I can't go to the next step. So, all of your questions are obviously predicated upon having everything in place and I don't have everything in place. I don't have my zoning, I don't have my utilities, even though I have put up my money to the city to reserve my utilities, I can't get them at this point in time. MR. SMITH: You don't have a contractual committment to provide a hotel with the Holiday Inn folks, do you? MR. BRODSKY: No, sir, I couldn't commit to that because, again, that would require a time frame and I can't deliver. I would be exposing myself to quite a problem. MR. SMITH: I don't have any other questions, Mr. Chairman. MR. LAMB: Tommy, do _you have any questions? MR. HARDY: No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 R9 MR. LAMB: There being no other questions from the city staff, Mr. Brodsky, it would be your turn to question the city staff if you have any questions. MR. WILLIAMS: No questions. MR. LAMB: As we had no objectors, there should be no questions in that area. Rebuttal is available to the city staff if they wish to make any statements in that area at this time. MR. BOYLE: Your Honor, we would like to introduce Ordinance 70-10 which is the base ordinance that Il zoning is incorporated in. I intended to do that initially and did not do so. I would like to note that into the record, that 70-10 is a part of the record and does incorporate Il zoning. MR. WILLIAMS: Could I ask, is that the Il zoning that was in force and effect as of the acquisition of this property in '80 and in the planning process in the 184 time frame? MR. BOYLE: It is the same ordinance and I am certain it was not amended, the base portion of it was not amended during that period. MR. WILLIAMS: Very good, thank you. MR. BOYLE: That's all. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 n n MR. LAMB: Mr. Brodsky, your turn if you have any comments. MR. BRODSKY: No. MR.LAMB: At this point I'm going to declare the public hearing closed and we will be rendering a decision on this matter sometime within the next thirty days for _getting a decision to Mr. Brodsky. MR. WALDRIP: I think that the time period is forty days. MR. LAMB: Excuse me, our time period for rendering a decision is forty days. MR. BOYLE: Mr. Chairman, we would advise the board, and I'm sure you're aware of this, but you do have that time period in which to deliberate and make your decision. It is necessary for you to deliberate in a public body in a meeting that is called and advertised under the Open Meeting Act. MR. WILLIAMS: We would just like to have notice of when that deliberation would take place. MR. BOYLE: I would just like to advise you to let the city staff, Mr. Baddaker or the city secre- tary or the secretary of the board to notify Mr. Williams, if that's satisfactory. MR. WILLIAMS: Very good. MR. LAMB: You will be notified. I believe 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 91 we have other business now, the oaths of office. (Whereupon, the proceedings transcribed herein were completed.) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 92 STATE OF TEXAS X X COUNTY OF TARRANT X This is to certify that I, David Chance, reported in shorthand the proceedings had at the time and place set forth in the caption hereof, and that the above and foregoing 91 pages contain a full, true and correct transcript of said proceedings. Given under my hand and seal of office on this the day of A.D.? 1985. David Chance, Certified Shorthand Reporter in and for the State of Texas, #1006.