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[5:47] okay at this time we'll call this uh we'll call The Joint architectural board

[5:51] and plan commission meeting to order uh there will be a village board meeting or

[5:57] the village board will meet immediately after this

[6:00] uh we do have a quorum um I'm just going to call out the names and our clerk is

[6:05] taking the role I have Dino zekis David de Cory Bower Anne Walsh

[6:13] logger chip Sherer here Jeff anner still is here that's myself Tim Holquist here

[6:19] Jeff Beerman here all right that's your plan

[6:23] commission uh so with that we will allow public comments if anybody would like to

[6:29] step towards the podium and speak feel free to step towards the podium and

[6:34] um speak your mind anybody on Zoom nobody or that

[6:40] wants to speak in public comment all right we don't seem to have

[6:43] anybody that wants to speak in public comment so we'll move to our first item

[6:46] on the agenda which is plan commission review and consideration of Heartland

[6:50] quarry a proposed PUD development project whose approval and resoning is

[6:55] being sought by three Leaf Partners LLC on property tax Keys H 073

[7:02] 0981 H730

[7:05] 985 h73 0986 and ha 0730

[7:12] 987 located at 700 and 7001 West Capital

[7:17] Drive the plan commission is going to review and will consider proposed

[7:22] rezoning and PUD agreement for the project uh just to note in attendance we

[7:26] do have our building inspector uh quite a few members MERS of the village board

[7:30] for the meeting that's going to happen after this we have our village engineer

[7:33] here our clerk our village manager our village attorney and some other members

[7:37] that are uh here so with

[7:41] that let's roll all right so where we left off with the plan commission was

[7:47] everything was approved except for the plan unit development and the resoning

[7:50] of this project over the last numerous months we've uh had numerous meetings

[7:54] with three Leaf Partners their attorney our attorney staff we've come up with a

[7:59] unit development that I feel very comfortable with I believe they feel

[8:03] very comfortable with um there are some comments that we have gone over recently

[8:08] that will change a couple things in this uh I believe Ryan anman has some of

[8:11] those comments um related to um the deposit amount for and I forget

[8:20] what else if there's other items that we have um but I'll let Derek Hector

[8:25] anybody who has anything to say in regard to

[8:28] this or any questions from the plan commission if if if it's okay one thing

[8:34] I do well we can start with the plan commission I was going to say I'd like

[8:37] to throw it out the staff I want to just start with the engineer move to the

[8:39] building inspector I do want to hear from our attorney and then I do want to

[8:43] turn it over to the people developing um the project and if anybody on the board

[8:48] has questions along the way um absolutely speaking obviously you'll

[8:53] have a chance to speak as well so Mr Antman if you would uh like to go first

[8:56] if there's any issues number one that you could give to the board that that

[8:59] you have on just a brief your your thoughts um just a couple of highlights

[9:04] in the last number of months working with the development team um the last

[9:08] time we spoke the slope management plan for the perimeter slopes I feel like

[9:13] that's been adequately addressed there's a longterm maintenance agreement in

[9:17] place to monitor those to make sure they're at the acceptable level after

[9:20] they're constructed um the Capital Drive improvements uh the three leaf

[9:25] development team is coordinating with quick trip and capital drial essentially

[9:29] be rebuilt from velon up up almost iway 83 um we worked pretty extensively with

[9:38] with the group in terms of the 15 or 18 exhibits that are um attachments to the

[9:43] Pud and and uh I feel confident that they're in in good

[9:49] order thank you Mr hinger uh just would like to say that

[9:55] the underlying zoning of arm1 that this project uh is supported by The Village's

[10:00] rm1 zoning can you elaborate because we have

[10:05] the resoning in front of us when this if this were approved that makes that

[10:11] zoning possible is that correct that's correct with the Pud overlaid on top of

[10:17] it uh Mr damura our village

[10:27] attorney uh actually I do not have any major legal issues to

[10:34] bring to your attention however I do want to draw your attention to a policy

[10:41] decision which the plan commission and the village board uh should consider if

[10:48] you have your materials uh and look at the development

[10:54] agreement lines 880 through the end of that

[11:11] section if any of the village board members if any of the village board

[11:15] members want to come and sit in the seat so that they can see it it is on the

[11:18] screens up here as well yeah and I will also read it so that there's a a general

[11:24] understanding

[11:28] um my understanding from my participation in the negotiations here

[11:35] from the beginning where was that uh three leaves was in it for the duration

[11:44] that it would build this out and that was my guiding uh

[11:50] directive uh I spoke uh M with Mr paner several times and he emphasized that uh

[11:58] he wanted to see this built uh initially I raised a very point

[12:04] blank question how long are you going to hang on to this and I asked 10

[12:12] years maybe five years H and they assured me as you were

[12:19] assured by one of the principles in three Leafs who came

[12:23] here uh out of uniform and and basically assured you that they basically wanted

[12:30] to be part of the community at the 11th Hour the request

[12:36] was made for their ability to transfer ownership interests in this

[12:44] project before it was completed and I will be the first one to

[12:51] underscore the fact that this is not a legal

[12:57] issue uh but it is a policy issue and what has been difficult to

[13:06] analyze is is that a reasonable step to allow given the complexity of this

[13:14] particular project the slope issues the management of uh the various phases

[13:21] because they're going to be building from the entrance all the way to the

[13:27] back uh article 18 reads as follows transfer

[13:33] restrictions until the occurrence of substantial completion of the apartment

[13:39] project defined as issuance of certificate of occupancy for buildings

[13:45] representing at least 134 units of the apartment project

[13:52] developer will not sell transfer or assign The Apartment project asset or

[13:59] for the membership interests in developer for the apartment project

[14:03] assets asset unless a to another another owner investor developer Real Estate

[14:12] Investment Trust real estate manager general contractor or similar real

[14:18] estate operator or company which owns or has owned developed or constructed

[14:26] multifam apartment properties aggregating to at least

[14:33] 267 units uh which is by the way the number

[14:39] that are allowed here in this project or owns is a primary investor or manages

[14:48] multifam apartment Pro uh Pro properties agre uh aggregating to at least 1,000

[14:55] units as to be certified in writing by developer to the Village or be as

[15:03] required by a federal state bankruptcy or other law applicable to developer or

[15:10] otherwise required by developers construction lender or other

[15:16] lenders loan documents for the apartment project or membership interests in

[15:23] developers serving as collateral forur loans made to finance The Apartment

[15:28] project for the avoidance of Doubt developer

[15:33] will not be required to disclose the identity of the potential

[15:39] acquirer of the apartment project asset or the membership interest and developer

[15:45] for the apartment project ass that it's part of developer written

[15:50] certification to the Village F following either substantial completion or written

[15:56] certification from developer to the Village describe in this section uh

[16:04] 18a at such time this restriction shall automatically terminate without any

[16:10] further action required of the village or

[16:15] developer so essentially even before they get the

[16:23] occupancy permit for half of the units that they're supposed to build they can

[16:29] transfer it to another party provided this other party has had ownership or

[16:36] involvement in the development of 267 units or has some kind of ownership

[16:43] interest in at least a th000 or investment interests in a th000 units

[16:49] now I've characterized it in a very simplified fashion but that's the reason

[16:54] why I read it to you and um it's one thing to allow for the transfer it's

[17:02] another thing to not have to disclose to the Village who they're transferring it

[17:07] to now I can understand that they do not want their

[17:14] possible uh flipping of the project or transferring of the project however one

[17:20] wants to characterize it uh to be frustrated by The Village speculating

[17:26] who the buyer is but this Lang anguage does not obligate them to even disclose

[17:33] who ultimately is the party that has the beneficial interest in this particular

[17:40] project so but again as I've said before this

[17:47] concern is not a legal concern of mine but it is a concern with regards to the

[17:55] assignment that I was given in undertaking represent a of the Village

[18:01] um that I'm open for any question that you might have could you give an analogy

[18:08] of what could happen where you would say that's why this was a

[18:14] concern you you in my mind uh this is a very complicated

[18:21] project we brought in more Consultants than uh we've ever involved

[18:27] and the last major major project that the village had of this kind was bristle

[18:34] Pines uh where we forced a developer to even hire another golf course architect

[18:41] to advise us and they saved money they buried the water lines uh to the

[18:48] appropriate depth given the frost conditions we have here in

[18:53] Wisconsin if they have a party that that is

[19:01] unsophisticated or basically pay the premium price for this I believe that

[19:07] there will be a built-in incentive to try to

[19:13] economize in the continuation of the construction of the project and in this

[19:19] particular situation for example we have insisted on and they have agreed to put

[19:26] up either cash or a letter of credit to address any problems associated with the

[19:35] slopes to the tune of $100,000 however that's only good for 30

[19:43] months and we have a provision in here that basically says that if there is a

[19:50] default by the developer or whoever is steering the bus we cannot

[19:59] force them to go through with the construction in other words we've given

[20:04] up specific performance as a contract remedy so

[20:11] potentially uh we could have a party that is either unsophisticated or ill

[20:17] informed or aggressively trying to economize here and if there's a delay

[20:26] and the clock runs out the shot clock Runs Out out on us in 30 months we don't

[20:32] even have any money to basically undertake the corrective work we did

[20:38] build in some mechanisms whereby we we in effect can impose a special charge

[20:46] but that involves us chasing after them and proving the amount that it was

[20:53] reasonable that it was for their benefit and there's a delay in

[20:59] the recovery of those funds so uh at the same time as you weigh this uh you'll

[21:08] have to consider the reality that there have been numerous

[21:14] other potential developers that have looked at this project have gone to

[21:20] certain stages and have backed off and that to me means that this is indeed a

[21:28] very difficult project and it takes the right kind of entity to to manage it and

[21:37] I believe that through their firsthand exposure to the challenges here working

[21:44] with their designers or engineering firm and so forth they are in the best

[21:48] position to deliver the project that the village has been hoping for and if they

[21:56] step out of those shoes there's nothing in this agreement that assures us that

[22:02] the technical knowhow sophistication or ability to Marshall

[22:10] Workforce is going to be in

[22:27] place

[22:30] that all the Capital Improvements have to be done on the site slopes uh all the

[22:35] grading roadways sewer water is that all to be put in before the first units are

[22:42] built or they or does that continue from one unit to the next it's going to be

[22:48] done in phases they're they're they're basically going to

[22:53] start with the Demolition uh uh the

[23:00] grading and then the infrastructure installation and I'll refer to Mr Atman

[23:07] on this but my understanding is as they come in they will do the first buildings

[23:14] in units and as they move on they're going

[23:19] to move towards the back of the pit so it's going to be uh group of buildings

[23:26] by group of buildings so it's not going to be get

[23:30] the site ready uh it's ready for the next person to come in and just erect uh

[23:38] the

[23:40] structures am I correct in that regard yes that's a good description of the the

[23:45] approach for the

[23:49] phasing anybody else have questions for the attorney well my only

[23:55] question was the of the the P document that we received received there's uh

[24:01] comments listed on like here oh yes have those been addressed uh well some of

[24:08] them by practically all of them have been addressed the ones that haven't

[24:13] been addressed await the closing of this particular transaction for

[24:19] example they have to name the village as an additional insur during the

[24:24] construction of the project at the conclusion of the project

[24:28] they have to go out and get Casualty Insurance so that if unfortunately the

[24:34] placeat collapses they can collect and rebuild and we have something uh that

[24:41] can be assessed uh to continue the the Tiff uh payments The Village has

[24:50] committed uh to pay out uh a little under $16

[24:57] million except for the recovery of uh the administrative fees

[25:04] to the tune of about $5,000 a year and uh the recovery of some additional funds

[25:13] to offset the fact that uh the village is not uh collecting upfront its impact

[25:21] fees and to offset also the fact that the village is fronting at least based B

[25:28] on the current estimates that we have fronting about

[25:33] $875,000 of sewer upgrades from here to

[25:41] delhart uh so uh that's what we can recover but the rest of the money is all

[25:47] going to um serve as their collateral for

[25:53] their

[25:57] loan

[26:05] anything that staff has to add to that before I turn it over to the thank you

[26:08] very much okay

[26:12] actor so with that being said I'll turn it over to uh the the the developer at

[26:17] this time thank you uh Derek Taylor here on

[26:20] behalf of three Leaf Partners and my colleague John Ford is also on by phone

[26:24] and I I believe John may have to drop here in just a couple minutes so I may

[26:28] yield the floor first to John and then I can go from there John if you're

[26:33] available yeah thanks D can you guys hear me all right we can we're good all

[26:38] right I I do apologize I'm completely plan to be there in person tonight we

[26:41] had a a medical emergency on our team that I'm covering down in Illinois on

[26:46] business uh for another uh another development so I do have to jump at for

[26:50] the seven o'clock meeting here but uh just to address uh a little bit what

[26:55] attorney delura commented there and and Derek can get into more the legal side

[26:59] of it I just want to make clear we absolutely have 100% intent to develop

[27:03] this development uh we've never stated throughout the process that we have an

[27:08] intent to sell this all we're asking for from a legal standpoint and in the in

[27:12] the Pud agreement is that we not unlike any other developer doesn't want to be

[27:19] restricted or handcuffed uh given uh you know in Economic Times uh we have agreed

[27:25] within the Pud agreement within that section that Hector was is referencing

[27:29] uh that we cannot transfer uh we have restriction until we have 50% of the

[27:35] units delivered uh I would suggest for other developments other developers no

[27:41] one has ever even agreed to this much a restriction uh uh previously uh which in

[27:47] addition to that as Hector outlined a future buyer has to meet certain

[27:52] requirements that should give the village uh very much comfort in the

[27:56] sophistication of who that could be like I said though we have absolutely 100%

[28:02] intent to to make see this development through through the end um just a couple

[28:07] comments I want to make and then I'll turn it back over you know obviously we

[28:10] started this process a year ago uh it's back in February of 23 that we had those

[28:15] initial concept review meetings you know and I stated we had two goals one was to

[28:19] make an impact through real estate and we'd be collaborate collaborative with

[28:23] the village and we have I can say worked tirelessly throughout the last year or

[28:28] so through architectural design civil design landscape environmental

[28:32] geotechnical uh you know collaboration with the village staff and in all the

[28:36] Consultants has been a great process we've done extra analysis you know

[28:40] additional borings were done to completely understand the site and

[28:44] provide a design that will be completely safe and generate that impact for the

[28:49] Heartland Community you know I do want to publicly thank Ryan Bailey the entire

[28:52] Village staff you know Dave Scott Sandy and everybody uh for their collaborative

[28:57] efforts the meetings that we've had uh throughout uh Ryan Atman has been

[29:01] instrumental with rer milky uh and and certainly Greg Johnson from ERS

[29:06] standpoint uh from a tiff and and certainly attorney delura as well uh as

[29:11] the last couple months focused on the Pud agreement just you know a quick

[29:15] project update overall as you all know we continue to see uh very challenging

[29:21] Economic Times in the overall Market you know while I can't provide an exact date

[29:25] when we will commence construction of this project what I can tell you is we

[29:29] continue to see strong interest and make very good progress on a variety of

[29:33] fronts uh from the development in order to get to a point where we can commence

[29:37] construction uh earlier this year for example uh we closed on the land so

[29:42] three Leaf Partners does now own the land uh last week we received DNR

[29:46] approval uh so that box has been checked uh from a design standpoint construction

[29:51] documents are well underway over the last couple months and they're Pro

[29:55] progressing very nicely uh we're we're in conversation ations weekly with a

[30:00] general contractor that has budget prices project uh they have the 50% CD

[30:05] out for Budget pricing right now that we'll have in the next week or two uh so

[30:09] that continues to proceed and most importantly especially in these Economic

[30:13] Times uh debt and Equity we've had multiple uh debt lenders out to the site

[30:17] tour the site uh active conversations with them as well as uh institutional

[30:23] and very large Equity uh potential uh interested parties that we continue to

[30:27] have those conversations so I can say you know our goal while we can't give

[30:32] you an exact date of when we're going to start construction our goal would be to

[30:35] close on financing this summer and commence site work immediately

[30:39] thereafter approval of the Pud agreement tonight will certainly afford this

[30:43] project another major step towards commencing that construction uh as we've

[30:47] had throughout the last year in all these meetings we've always brought all

[30:51] of our our design team members uh some of them are in person there tonight

[30:55] others are are virtually here we'd be happy to answer any questions

[30:58] uh that that the the commission may have I have one real quick John while

[31:04] you're on this is Jeff yes I just wanted to ask I mean obviously the village

[31:09] would like to see that it's our choice obviously through

[31:12] all the meetings and all the presentations and and and getting to

[31:15] know each other so well with all of these

[31:18] meetings um but in all reality we would really like to see three leaf you know

[31:25] handle this all the way through to you know the conclusion

[31:28] um can you give an analogy or just describe a little bit what kind of

[31:32] scenario would cause three leaf to turn it to another party and and I'm just

[31:38] saying hypothetical I I can only come up with one in my head but I want to be

[31:42] corrected if I'm wrong and I'm thinking okay if someone comes in

[31:46] and for whatever reason they're like hey we want to make a name for ourselves so

[31:50] we're going to give you a boatload where it's where it's worth your while and

[31:54] you're and you're getting your money you may decide to sell and they check off

[31:57] all the boxes where you could sell uh this I'm going to call it opportunity or

[32:01] project to somebody else uh can you give an analogy to everyone here on on what

[32:07] would cause you to say you know what we're going to sell we're going to we're

[32:09] going to bounce out we're not going to see this to conclusion uh we're we're

[32:13] going to we're going to sell or you know transfer this opportunity and then not

[32:18] tell the village who is actually doing it can you just give a brief on

[32:23] that I'll let drik into the legal side as far as you know disclosing and and

[32:29] why that can't be realistic in a potential if there was that process I

[32:34] mean what we don't want to do Jeff at any time is is restrict or handcuff our

[32:39] investors uh depending on all the different devel developments that we do

[32:44] and from an economic standpoint um you know if if if we're approached and um it

[32:51] means if it's the best benefit to our investors we need to make that that

[32:56] decision um this is obviously a challenging and complicated development

[33:01] that we all know and you know the restrictions that we have agreed to

[33:06] should absolutely show you guys that this is going to be three leaf we can't

[33:11] even sell it until it's 50% uh developed 50% of the units have been have been

[33:17] delivered um so Dereck do you want to talk on the legal side of things yeah

[33:23] happy to do that um so I mean as John said we're fully committed to Harland I

[33:28] I just want to reiterate that I think you guys know we actually have another

[33:31] project that we've brought forward to the community here so if there's any qu

[33:35] and we've developed here before uh and our predecessor firm before three Leaf

[33:40] Partners came into existence so we're very committed to the community here in

[33:43] Harland to put that to put that to bed um but you know I think what what John's

[33:48] saying there in terms of the ability and transfer restrictions we can't disclose

[33:53] to the Village of Heartland a municipality an instrumentality of the

[33:57] state government who a potential buyer or buyers because you could have

[34:01] theoretically multiple people doing without and and without doing that

[34:05] entering into the public domain into forye request acts which would wreck the

[34:10] market would it would wreck the and our and we are bound to confidentiality when

[34:14] we engage if we do with a buyer we're bound to confidentiality with him so to

[34:19] do that to disclose that would obviously wave that confidentiality with them and

[34:24] they wouldn't even engage in a process with us if they knew that we could put

[34:27] their name out into the public domain before we even have a deal struck we're

[34:32] not intending to do that we are fully intending to build this thing stabilize

[34:36] it and because that's what we've sold to our investors to the people that we're

[34:40] talking to who are interested in and to ourselves it doesn't make sense to half

[34:45] develop a project and then sell it we're going to sign on for about $80 million

[34:50] of debt and Equity between the lender and the and our investors so it would

[34:54] not be in our interest uh or our Investor's interest or in our lenders

[34:58] interest to do that and we'd have some a lot of bigger problems if we're trying

[35:02] to transfer this thing out prior to completion uh or even stabilization so

[35:08] it it's more of a theoretical risk and and to be clear we never asked to be

[35:12] able to sell this thing prior to completion we were asked will you agree

[35:16] that you can't transfer it or sell it until stabilization and we said we've

[35:21] never been asked that before and in fact I've looked at other agreements that

[35:25] that attorney deror Mora has done for other developments they weren't asked to

[35:29] do that so what we have drafted here and and included in this agreement is really

[35:34] something to the The Village's benefit that no other community that we're doing

[35:38] Tiff in right now has asked for that so you guys are getting something more than

[35:42] anybody else that we've done uh developments like this uh or any any

[35:46] developments with Tiff for that matter um so that's a couple of the kind of

[35:49] legal reasons uh I wanted to address just a couple other quick things so that

[35:54] you guys know I mean May truste TR are okay I'm TI I know you got to bounce I'm

[36:00] sorry he's just he's getting yeah I'll have to leave uh in a little bit but I

[36:05] just I just wanted to offer up you know there seems to me that there's a lot of

[36:09] cross checks that make this project viable um and my in my view I'm in

[36:17] approval of approving the Pud um I just wanted to give you the time because CU I

[36:22] know you had to bounce and if you had something that you wanted to ask no I I

[36:26] I think the uh the thing is as as you were pointing out just now you know with

[36:31] the time and that you've committed to the project and with your

[36:35] investors it wouldn't look good it'd be very difficult for you to go a different

[36:43] direction uh so again I'm I'm an approval I just wanted to toss it

[36:48] because I know that you got to go and I appreciate you coming in especially on a

[36:51] special meting my apology for having to depart early all good all good okay

[36:55] thank you goad no I think um I think you're right on that just a couple other

[37:00] points I was going to make this PUD agreement will be recorded in its

[37:04] entirety and will run with the land so just to put that at ease as well if

[37:08] somebody ever did buy this whether before completion or before

[37:12] stabilization or even after they will still be bound by the agreements that we

[37:17] have in this development agreement and then and some of the other separate

[37:20] exhibits that we're going to recorded here with respect to the slope

[37:23] monitoring that we've talked about with respect to some public easement uh ways

[37:28] for people to walk the sidewalks in the in the site future developers have to

[37:32] live by that too and if they don't then they'd be in breach or default of this

[37:36] agreement and the village would be protected from having to release the

[37:40] available tax increment to a whether to us or a future developer so if we're not

[37:44] complying with the agreement the village is protected it's recorded and it runs

[37:48] with the land you can't get away from this

[37:52] agreement if I can just throw in a question one thing I want to ask is

[37:55] going to the after the sale know you're talking pre-sale that I mean no one's

[38:00] going to walk into that and be like yeah put it all out there I it's I get it

[38:05] after at that time then it would become public or at least known to the Village

[38:09] who purchased it that's correct and that I just wanted to make sure that would

[38:12] never be where three leavs holding it they're like no we're not going to tell

[38:14] you who I'm guessing I'm just asking that that is correct and and many times

[38:19] the way that works is once you have an agreement and they start to work on

[38:23] closing on the acquisition of the transaction they're going to ask

[38:26] probably for some sort of a stopple from the village about some of the things in

[38:30] the agreement that may not be relevant anymore that may have been completed

[38:34] like the letter of credit if that's been released so at some you probably will

[38:38] find out even before the transaction Clos we just can't be the ones to

[38:42] disclose it it would be you know incumbent on the buyer to decide when

[38:45] they want to confront the village with you know carrying out the obligations of

[38:49] the Pud agreement sure I just want to clarify

[38:53] that does uh anybody on the plan commission have questions for uh the or

[38:59] anyone on staff have questions for the I I don't usually turn over to staff only

[39:03] because you guys have all met I mean a couple times anyway uh but anybody that

[39:08] does have anything for the developer feel free uh but anybody on the

[39:13] commission CH

[39:25] anything um the most recent other major project that

[39:32] I completed of representing the municipality which is now being

[39:37] constructed is the uh Mandel School sister project and that's an $87 million

[39:47] downstroke what you were not told by Mr Taylor is that in that agreement which

[39:55] is also recorded there's a guarantee a personal

[40:01] guarantee by Barry Mandel

[40:07] that the structure which we pegged at a minimum

[40:13] value of $40 million for purposes of

[40:18] assessment to generate the the revenue needed uh to pay off obligations of the

[40:26] village were personally guaranteed nobody is guaranteeing

[40:33] anything here they're basically saying in the

[40:38] language that I read to you look at it they don't have an obligation to

[40:44] disclose it to you and what Mr Taylor fails to tell you

[40:51] that under Wisconsin public records

[40:56] law certain confidentiality agreements can be entered into on a but four basis

[41:04] for example uh a victim of a

[41:09] crime uh does not want her name release because of a sexual assault until such

[41:17] time as there's a violing uh of a

[41:22] charge uh that information or the information about an informant

[41:27] can be withheld if you read the literal

[41:32] language that's been proposed for this section there's no obligation on their

[41:39] part I'm concerned about the village not ever knowing and conceivably under that

[41:46] language what they could do is first of all the

[41:51] LLC is newly created the LLC holds the land

[41:58] they could sell memberships in the LLC and so on the legal

[42:03] surface nothing changes from the perspective of the village except that

[42:10] the operating Arrangements can be drastically

[42:16] modified that's the concern that I have the question was asked what would the

[42:21] motivation be to transfer it before uh the property is completely

[42:30] built out again I read the language to you the language

[42:35] reads that if they complete

[42:42] 50% or if they find a buyer that qualifies in terms of having developed

[42:50] 267 units uh or owns an interest in a th000

[42:56] units they can take that route what would

[43:01] motivate them to to do it well obviously profit and there's nothing

[43:07] wrong with profit this is a capitalist society and they're entitled to that but

[43:14] the thing that holds me back is they talk about an $80 million equity and

[43:21] investment 16 million of those dollars are coming from the taxpayers the people

[43:27] people who will not see the tax revenue for 27

[43:34] years and why would they want to transfer well it could be

[43:41] simple uh operational challenges for example they may have too many projects

[43:47] on their plate to manage we all know that there's a shortage of qualified

[43:54] labor and qualified men managers particularly in the indust in the

[44:00] commercial construction area and so that would be a reason and it's a legitimate

[44:07] reason I'm not I'm not in any way suggesting that

[44:12] their desire to have that option is in any

[44:18] way uh inappropriate or undesirable it's just

[44:24] that the people that we've been dealing with could be gone they have every

[44:31] intention well intentions aren't reflected here

[44:37] because they're not enforcable and if they have every

[44:41] intention of sticking with this project why would they have insisted that we

[44:48] not have the remedy of being able to go to court and say judge they

[44:54] defaulted they breached a contract we want you to issue an order that they

[44:59] perform the contract you've seen that for example

[45:03] you're buying a piece of real estate uh and your

[45:08] buyer for some reason has a change of heart and decides not to go through with

[45:16] the transaction you have the right to get

[45:19] specific performance to get the buyer to sell you the property we don't have that

[45:25] ability hold on real quick here I just want to talk a little bit we were

[45:29] talking about the village of Elm Grove Tiff so I want you guys to understand a

[45:32] couple things of why I'm in agreement with this PUD the village of Elm Grove

[45:37] is fronting the developer 8.46 six

[45:42] million so without a personal guarantee from Barry mandal they could walk from

[45:46] the 8.4 not develop and never get that money back they are also doing 3.9

[45:52] million of long-term debt $865,000 of infrastructure cost

[45:57] here this is 100% pgo Tiff so by this development they will have their three

[46:03] condo buildings developed their pool hauled or their Rec Center developed and

[46:08] 134 units of Apartments developed there's no money outlay for the village

[46:13] except for the $868,000 which if that's developed we will get all of that back

[46:18] we get the first crack at the first 35,000 or

[46:21] 40,000 35,000 this is a pgo tiff what you are

[46:26] doing compared to what El Grove did is way safer they're giving $9

[46:32] million up front Plus 8 9.8 million in pgo they are

[46:40] giving $23.2 million in Tiff some of that is UPF front some of that is pgo

[46:46] ours is 100% pigo And we will have I would guess this about 70% development

[46:52] so there's been a little bit of back and forth I'm 100% in agreement with this

[46:56] PUD

[47:00] no I and just to clarify just so everybody knows what's going on

[47:03] obviously everybody's in a different the developer is doing what the developer is

[47:06] doing obviously it's sitting down at the table and trying to make it all happen

[47:10] Hector our attorney is not hired to make sure that the developer is protected or

[47:16] even to be their friends Hector is hired to make sure that Hartland is in the

[47:20] best situation under any situation that we go with so I just I just want to

[47:26] clarify that for everybody so everybody knows but our attorney is going to try

[47:30] to make sure that we are in the absolute best

[47:33] position but go ahead if you have no I I I yield to uh Mr Bailey's analysis and

[47:40] that was a mechanism that was use in the El grve situation to cover the exposure

[47:47] of the Village um and that's all I was getting

[47:51] at is they need that $40 million to get their Tiff money back if they don't get

[47:55] that n grve they get nothing here if they develop 3/4 of it we still get it

[48:00] they're just missing the back half of the project there's worst things in the

[48:05] world do if they're missing the back half of the project do we have any

[48:09] remedy to try to get that built or not okay I just no I just uh I also want

[48:15] to ask because talking about the uh you had made mention Mr delura about the um

[48:21] getting economical as the building goes I do know that we have codes and certain

[48:26] things that go into this that will fall into material and things like

[48:30] that are either one of you our engineer our building inspector especially uh

[48:35] because you're you've been involved on different developments we've done in

[48:38] Heartland where it's like they they'll show us the products they're going to be

[48:40] using for instance they can't come and say they're going to use a certain type

[48:43] of sighting and then all of a sudden throw vinyl on or and maybe I'm wrong I

[48:47] think these are important questions they ask I just want to they're obligated to

[48:50] develop the project per the approved plans approved site and building plans

[48:56] okay I just I think it's important questions to ask you know for sure cuz

[49:01] that wouldn't those explicitly got to go by the microphone please those uh those

[49:08] plans and specs are explicitly referenced in the Pud agreement so if we

[49:11] were to not do that that also would be a default under the Pud agreement couple

[49:16] things I want to if I if I can while I'm standing here address I know Mr Dal Mora

[49:20] said he was concerned about us potentially selling the membership

[49:24] interest or invest investor interest said that we've we've protected that

[49:29] that's line 883 I'll just be brief but that's in there you can see or the

[49:33] membership interest in developer language in there so we've already

[49:36] addressed that concern uh and I would also direct your attention to lines 578

[49:42] through 581 where we are prior to getting a building permit we are going

[49:47] to show the village that we have executed a completion guarantee for this

[49:52] project uh with our lender um and then there's additional language in here

[49:56] related to that as well so you know to to sort of U Echo some of the things

[50:02] that Mr Bailey was saying we've adequately we are taking on more than uh

[50:07] the risk of of the Pud agreement and what we're guaranteeing to our lenders

[50:11] and to our investors fully committed to this project and the village has as all

[50:16] the rights and remedies that it needs in this PUD agreement and we've worked very

[50:20] collaboratively for quite some time now with Ryan and staff here uh to to get

[50:25] this thing to where it's at so we really appreciate that collaborative effort and

[50:28] we feel really encouraged and and this is our by the way our number one project

[50:33] this is the one we start every Wednesday we have our executive team meetings at

[50:37] 9:00 A.M we start with this project this is number one on our list um so I can

[50:41] tell you that as well this is top of mind for us Mr delura since you're here

[50:46] I do want to ask a question we have two members of the village board that are

[50:50] here because you know we're going to go right into a village board meeting is it

[50:54] permissible for me to they can't get get too much into the discussion because

[50:58] we're in plan commission can they at least ask their questions now or must

[51:01] they wait until the village board meet I don't see any reason why they can't

[51:05] because there I just collective decision I wanted to make sure that because we're

[51:09] going to be voting separately but Mr trusty Fifer has a question so I am in

[51:14] allow to ask then I I just want to oh yeah goad respond to one thing there's

[51:20] no question uh Mr Taylor is absolutely correct they have to come and show us

[51:25] some paper work about their loan but if they

[51:32] sell it doesn't say in this agreement that the same financing

[51:38] Arrangements continue or are transferable to their buyer that could

[51:44] be a separate Arrangement so it it's it's assurances that when we start off

[51:52] all systems are go but if they transfer it it there is

[52:00] uncertainty no I'm going to let he truste Fifer has a question I'm going to

[52:05] allow him to ask it um could we go back to the section 883 or line 883 who's

[52:11] controlling this

[52:18] thing yes so Hector this is the the article

[52:24] that you read to us and I just the question that I

[52:27] have there was it's been stated you know we we have to build 134 units and we

[52:33] keep talking about these 134 units but the word that's killing me is

[52:38] unless you don't have to build 134 units you could build one unit as long as who

[52:44] you sell it to meets the criteria in A or B so if the word unless was and i'

[52:51] feel a lot better about that paragraph but you're not obligated to build

[52:55] anything really yeah it's this is where it's

[52:59] meant to stop so right here you're saying until

[53:04] the occurrence of substantial completion of the apartment project blah blah blah

[53:08] of that the developer will not sell transfer or assign the project asset

[53:13] blah blah blah unless to another owner so you're I think what you're reading is

[53:18] so until this is done they can't do this developer will not sell transfer

[53:25] sign the project asset or ownership unless it is to somebody that is

[53:30] disqualification so Derek what he's saying is lines 880 to line

[53:35] 883 line 880 to 882 at that comma when he reads the next three lines he sees

[53:42] the word unless but the unless is trying to point out who is qualified correct

[53:47] correct but the 134 has to be built so why don't we just put a period

[53:53] after

[53:55] that is that Hector is that accurate is that

[53:58] how you read that as well if there was a period you and I are reading it the same

[54:02] way so if you put a period though uhuh at the end of the

[54:10] parentheses after the word asset you're saying no after the word project in the

[54:16] parenthesis period and then it will say the developer will not sell transfer or

[54:20] assign unless it is a to another owner that type of thing Derek any

[54:25] disagreement with that in case we have to ever look back on

[54:28] this can you guys State what line you're referring to when the words are on there

[54:31] just for in case anybody has to look back on this or listen back on this in

[54:35] yeah quite a few years it'll be very difficult for them to decipher where

[54:38] exactly we're talking go Ahad sorry

[54:44] for I'm just rading I think I think uh Ryan baile is correct if the comma

[54:50] change it to a period period any I was working with with the comma why

[54:57] okay this is we we we very carefully went through this language um we are the

[55:04] concern that was expressed by attorney deror MOA when we created this language

[55:08] was what if early on in the project we turn it over to somebody who doesn't

[55:12] have the level of sophistication that we do to be able to carry out the

[55:16] obligations of the Pud agreement and cause it to get to completion and we

[55:19] said okay fine we'll handle that by saying that if that scenario which is a

[55:23] doomsday scenario for us were to occur then we are going to say to you we won't

[55:29] do it to anyone else unless they've either in shorted developed a project of

[55:34] this same size or they own or invest in a thousand plus units meaning they have

[55:41] four times this size in their portfolio to and and that would uh that would take

[55:46] care of the fear that the village have that it'd be an unsophisticated party

[55:49] stepping into our shoes the other caveat that you'll find in here is that if we

[55:54] were required to vest of this before that substantial completion before that

[55:59] 134 units because of we went bankrupt or because our lender made us because we're

[56:04] not paying them we also have to have the ability to do that that's what this

[56:08] language says is that the vill if this doomsday scenario happens you know if

[56:13] we're selling it to another developer or owner of real estate it's somebody who's

[56:17] sophisticated because we've defined them as somebody who's done a project of this

[56:21] size or bigger or they own a th000 plus units that's what this language means at

[56:25] 8 80 through 8.97 yeah line 884 says an owner though doesn't say a developer

[56:32] line 884 that you could sell it uh to some to another

[56:38] owner so if somebody owns not

[56:44] developed so I think we could yeah that's probably that was probably an

[56:47] oversight in a if we struck owner I think you'd have to strike owner

[56:54] investor trust real estate manager general contractor I think you'd have to

[56:58] say unless a developer well it could be um yeah you could have a sure um because

[57:06] then the second part of this is if they're sort of a non-developer but they

[57:10] own a lot of units that's the point the the point of the second part of this

[57:14] correct that's why I'm saying I think that first part owner needs to go out of

[57:17] there investor yeah I think we could we could

[57:20] agree to revise that language to address that Mr I mean while we're all going but

[57:25] you can and you can stay

[57:29] under I once uh had an attorney that I was associated with who testified in

[57:37] court as an expert on the comma uh commas and punctuation does

[57:44] matter I would agree with Mr Bailey that if we change that comma to a period and

[57:52] there is a elimination of past Ive owners in in that sentence that it would

[58:01] get us closer to the situation that we'd like to be in uh except that uh you do

[58:11] have a lot of for example in the Milwaukee Journal they've been featuring

[58:16] over the last year or so how outof State Equity companies largely from California

[58:24] have been selling security and buying single family homes and not

[58:30] maintaining them appropriately and Milwaukee has a crisis and people ask

[58:36] why well because compared to the coast uh prices here are very attractive

[58:43] and economical

[58:46] and uh so again uh if that were to be modified I guess it would provide some

[58:55] more protection for the village but still the risk remain which is something

[59:01] that the board has to evaluate and and since we're really wide open right now I

[59:06] I actually am understanding both sides of saying put a period in because it

[59:11] does give the Assurance to the Village I do have concerns for The Village on if

[59:17] it would to hit a point of having to liquidate not let's not call it

[59:22] liquidate having to sell or at least having the ability to sell because

[59:25] you're going through a bankr y if they aren't at 50% completion the wording

[59:29] would then say you're a quarter of the way done but the and I'm not saying

[59:34] three leaf would be going down they wouldn't even technically they wouldn't

[59:37] even have the option to sell to a qualified developer I'm just saying I

[59:42] see both sides it does give us a better Assurance with the period what' you say

[59:47] I said he can come up to yeah I mean that's that would be worse for the

[59:50] village and and by the way the village can't preempt Federal bankrupt propy

[59:56] laws which is what B Part B so we can't put a period in it's not allowed not

[1:00:01] legal can't do that uh we could further qualify sub a like we were talking about

[1:00:06] just now about who that developer is but that would be worse for the village if

[1:00:10] you're like you're not allowed to and we're like guys we're trying to make

[1:00:13] sure this project gets done by selling it to a qualified developer and you're

[1:00:16] like nope not allowed to that would be worse for the village and for us and for

[1:00:19] everybody and that's what I'm saying by I agree with both I mean yeah the period

[1:00:22] would give us you know I have never practiced in the

[1:00:27] bankruptcy area but I do know that the federal laws

[1:00:35] override these contracts they can be nullified so my solution to what is

[1:00:44] being suggested here would be insert the period the lead the reference to the

[1:00:50] federal law is Superfluous here because of federal court can nullify the

[1:00:57] contract and sell it the trustee in bankruptcy can sell it to whoever it

[1:01:04] nominates and they move on good so here's where I'm at as because I mean we

[1:01:12] you know we're going back and forth that is our attorney that's our legal opinion

[1:01:15] we are hearing from the developer we've heard from and I I'm going to throw it

[1:01:19] one last time uh Mr Antman Mr hussinger for this body uh if

[1:01:26] there's reservations it would be very important right now that the plan

[1:01:30] commission and the members of the village board know it and if there are

[1:01:33] none that's fine but just I mean I support the project okay

[1:01:40] that's I support the project as well I just want okay so uh we do have I mean

[1:01:46] that is the legal opinion coming from our attorney and and and the reason that

[1:01:49] I'm kind of jumping the gun on this unless someone has some more questions

[1:01:53] uh I think it's been very thorough uh gone over that it sounds like however

[1:01:59] many doc however many pages this document is uh that we've got it down to

[1:02:03] one section which is basically from line 880 through 887 let's say right 890

[1:02:11] um and I think it's at a point where it's going to be up to the board to

[1:02:15] decide what they think is best for the village of Heartland uh obviously I'll

[1:02:19] open the floor back up for people to give their opinions but this would be

[1:02:22] for plan commission first but the um we have a property that's sat for a very

[1:02:29] long time that no doubt about it a lot of people have walked it it's a blighted

[1:02:33] property it'd be in my opinion this is my

[1:02:37] opinion it would be wonderful to see it get developed for the village of

[1:02:41] Heartland and for the future of Heartland for the next over the next 50

[1:02:44] years especially after the next 27 uh hopefully if the economy goes good maybe

[1:02:49] a little less but I think it would be very good I do think that there's

[1:02:51] limited risk because of the pgo um as with anything of this

[1:02:59] magnitude uh you

[1:03:04] know obviously there's risks on both sides there's risk for the investor or

[1:03:08] the developer and there's risk for the investor that has invested in the

[1:03:12] developer and there's uh there is some risks of where something catastrophic

[1:03:17] Could Happen uh in the village but I think the Commissioners need to ask

[1:03:21] themselves whether uh the outlook for the village

[1:03:26] is worth um you know what what does appear to be minimal risk but could turn

[1:03:34] uh large according to the legal opinion uh from our attorney um but there's no

[1:03:39] guarantee that that catastrophe would ever happen either I think I've kind of

[1:03:43] made it clear but I think it's at this point it's up to the elected and

[1:03:45] appointed officials um to come up with those decisions I'll open it one last

[1:03:50] time if anybody has any other questions or has anything to say about it or if

[1:03:53] they disagree that we shouldn't move towards

[1:03:56] uh deciding what we're going to do um and coming to some type of decision uh

[1:04:02] feel free to say it can I just say something Derek in in

[1:04:07] line 884 if we get rid of owner investor what other language would you get rid of

[1:04:12] in there that would again I don't I just hate the

[1:04:15] owner investor section of that and do you guys hate any other

[1:04:19] language in that Real Estate Investment Trust real estate manager general

[1:04:24] contractor I mean truly developer to me is that's we want to sell it if they

[1:04:29] have if this happened we'd want it to go to another development comparable

[1:04:33] developer comparable yeah so I mean I'd be comfortable in a if we just had it

[1:04:38] say to another comparable developer and then you know

[1:04:44] who has developed where those criteria below yeah yeah yeah my my my only thing

[1:04:51] here with with the putting the period after

[1:04:53] the apartment project it doesn't make sense to me that's an

[1:04:58] incomplete sentence until and then the comment says what happens until if you

[1:05:02] just put a period there that's an incomplete sentence and means nothing

[1:05:05] you'd have to restructure the whole sentence that that's why I was shooting

[1:05:10] for so I think if you guys are okay with it in 884 it'll just say for the

[1:05:14] apartment project asset unless a to another comparable

[1:05:22] developer uh who has owned developed or constructed your with that we will

[1:05:27] strike so that at least guarantees the developer yeah I think he is right it

[1:05:35] and truly the the next part is giving them the opportunity and I'm just saying

[1:05:38] that thousand is saying somebody who owns a th units is probably a very

[1:05:44] qualified yeah absolutely we'd be okay with that so it would just say to

[1:05:48] another comparable developer which owns or has owned developed or

[1:05:52] constructed um yeah and since since we're doing this and I I want to make I

[1:05:57] mean this is a very big project I want to make absolutely certain that we have

[1:06:01] the wording right especially if if we're changing things I think it has to be on

[1:06:05] the record of anything that was changed that's actually where I was

[1:06:10] going to go too before you if if there is a motion and a vote I just wanted to

[1:06:15] see if anybody had contingencies I know we're waiting on exhibits but if there's

[1:06:19] anything that should be read into the record as part of this So eventually

[1:06:23] staff before any motion is made and Derek it's no surprise that it'll just

[1:06:27] be things that we make sure all get Incorporated question on the we're going

[1:06:33] to change this to another comparable developer

[1:06:36] developer do we want to say a developer who has who owns or has owned or

[1:06:41] somebody who has developed I mean I think they were

[1:06:46] develop well I mean a Development Group three leaf maybe owns or has ownership

[1:06:51] in 700 apartment complexes Maybe develop those I don't know I'm just this is this

[1:06:58] is where some of these get get really tough because let's say let's say

[1:07:01] someone owns a real estate investment trust they might own the trust and

[1:07:04] underneath them is a development company but they sell it to the trust that that

[1:07:07] that's where this gets really tough we were just talking about a there's

[1:07:10] companies in Lake Country area where you know they own if I'm not mistake they're

[1:07:14] developer but then they build homes under a different name but it's all

[1:07:18] under the same thing and I believe they have a Solar Company also but all of

[1:07:21] those are all under the same you know umbrella I'm just

[1:07:27] not trying to confuse anyone I'm just look at our clerk is like you know what

[1:07:31] I'm going home actually she's added right to

[1:07:35] Palmer that's why I'm saying whatever if we get to a motion that's we'll just

[1:07:38] want to make sure we we kind of clean it up and and everybody's got to be on

[1:07:42] board because again I know we mentioned earlier but today we agreed in the

[1:07:46] language is a $50,000 letter of credit or 100 Ryan Antman ran the numbers we're

[1:07:51] comfortable with an 80 I mean there's that and I'm going to clear and I

[1:07:55] understand it may sound like I'm really pushing for the developer here but it

[1:07:58] does continue to read and

[1:08:03] says uh which owns or has owned developed or constructed multif family

[1:08:09] apartment properties aggregating to at least 267 units or owns is a primary

[1:08:14] investor in or manages multif family apartment properties aggregating to at

[1:08:19] least 1,000

[1:08:24] units I I just feel like we're we're passing

[1:08:28] that liability to what I'm looking here is do they have the money when we sue

[1:08:33] them do they have the money that they're going to have to finish the project and

[1:08:36] I feel uh with the wording that that's

[1:08:39] covered but I we can we can make changes like you and to be honest we've talked

[1:08:43] about this language for probably the past two and a half

[1:08:46] months this it has this paragraph itself has been difficult this paragraph would

[1:08:52] become very very important if things were started to change answer and would

[1:08:55] be I mean very important I think the changes to 884 like we've been talk 884

[1:09:00] and 885 like we were just talking about I think takes a lot of it puts a lot

[1:09:05] more clarity to who we want if it ends up being sold who we would want it to be

[1:09:08] sold to can you read us something out loud and saying they

[1:09:15] can so I if if I may I just tweaked it in a way that I think is what you guys

[1:09:20] are looking for yeah want read it if that's okay yeah please so would say

[1:09:24] unless sub to another comparable developer which

[1:09:28] has developed multif family apartment properties aggregating to at least 267

[1:09:33] units or another owner investor developer Real Estate Investment Trust

[1:09:38] real estate manager general contractor or similar real estate operator or

[1:09:42] company which owns is a primary investor in or manages multif family apartment

[1:09:47] properties aggregating to at least 1,000

[1:09:52] units I will on the recording okay I like the first half of that a lot

[1:09:58] better than the second half I don't like that you put the owner investor Real

[1:10:03] Estate Investment Trust real estate manager back into the language at

[1:10:06] all personally so but those are the types of

[1:10:11] companies that would not be developers but might own a thousand plus units

[1:10:16] that's not who we want to take over a project that's

[1:10:19] incomplete we want a comparable developer but keep in mind built there's

[1:10:25] 27 years to run and they cannot sell it then to a real estate investment

[1:10:30] trust that that's the tough thing that's why the two that's what I was going to

[1:10:34] say that's the hard part is in five years take out that that first part this

[1:10:39] is still even talking once this is completed if they want to sell it he had

[1:10:43] mentioned there's companies in Brookfield that own thousands and

[1:10:46] thousands billions so MLG Capital owns billions of dollars of multif family and

[1:10:51] they've never developed but if they said tomorrow we're going to develop

[1:10:56] they would they would be well qualified to do that perhaps more qualified than

[1:11:00] us because of who they are it's a tough thing because there's

[1:11:05] all it's moving Parts the whole way you know it's like you got to get halfway

[1:11:08] through with the race

[1:11:13] um go ahead I I just I don't know I think all we did was we plucked it out

[1:11:17] of here and put it down here and it's saying the exact same thing as it said

[1:11:20] from the gecko like you we're going to S it only

[1:11:24] to a developer that's developed or owned or developed 267 unit complexes or to

[1:11:32] any of these other people that we just took out of lines to above and moved

[1:11:35] them down to here I just I think it's you're saying the exact same

[1:11:54] thing and I'm going to Hector touched on this let's say this is only half built

[1:11:58] and they did sell it to someone I'm just going to throw a number someone that's

[1:12:01] worth a billion dollars but all they do is own they don't

[1:12:05] develop the village does still have the remedy that we'll be calling Mr delura

[1:12:10] up and saying okay start drafting the papers because we're going to take them

[1:12:12] to if they said nope we don't have to build the next half we still can take

[1:12:16] them to court for it because they still have to F they still have to meet the

[1:12:20] agreements of the Pud but Mr delura was alluding to there's not language that

[1:12:25] says automatically that they have to do it but if they said no we're not going

[1:12:29] to develop any more of it we're just going to stop at 135 units that were

[1:12:33] already built when we bought it we could still go and force them to and basically

[1:12:37] going to court would be having a judge say he's disagreeing go

[1:12:42] ahead well I'll just as he's disagreeing direct attention to line 768 where we

[1:12:48] already dealt with this exact issue which means the village could seek

[1:12:51] specific performance against our successors or assigns meaning you can go

[1:12:56] show up in court and say build the damn thing that's what we already did as part

[1:13:00] of this

[1:13:15] process it all depends on the transfer vehicle that's used if there is an

[1:13:21] assignment of the membership uh a sale of the membership

[1:13:27] it's the same shell entity we can't get specific

[1:13:33] performance uh that's my response and so again we're getting closer to closing

[1:13:40] the Gap but uh the Gap is still there and I understand all us might not

[1:13:47] be on the same page I mean I I just feel that uh whoever is in the charge of The

[1:13:52] Village at that time when this were to come up whether it's all the same people

[1:13:55] or whether it's not there is paperwork language and specific parameters even

[1:14:01] down to what materials has to be used how the architecture has to be because

[1:14:04] they submit drawing for those types of things that have to be met

[1:14:10] and I do agree with you and I understand that there's a gap

[1:14:16] um but so I don't think there is a gap and I'll reiterate line 883 specifically

[1:14:21] includes that we will not sell transfer or sign the Apartment project asset or

[1:14:26] the membership interest in developer for the apartment project and your rights to

[1:14:31] enforce specific performance are to our successors and assigns meaning the

[1:14:36] people who take assignment and Assumption of this agreement which would

[1:14:39] also be someone buying our membership interest this issue's been you know and

[1:14:43] again I think we started this by saying this is a policy decision and somehow

[1:14:47] now we're taking legal opinions on the record at plan commission and we've

[1:14:51] spent you know nine months working on this agreement so again I I really think

[1:14:54] it's it's important that we that we you know find a path here with this language

[1:14:59] that that everybody's comfortable with because we spent a lot of time uh in

[1:15:03] energy working on this and only and I know part of the reason that we're just

[1:15:08] spending the time is because for some people yeah it's the first time that

[1:15:11] they're jumping in so we're making sure that we you know cross the te's and Dot

[1:15:15] the

[1:15:18] eyes I don't have a problem with with a because we're we're def line what line

[1:15:25] wait 884 got it I don't have a problem with with after a because um we're

[1:15:31] defining what a is underneath the 267 and the 1,000 units so it doesn't matter

[1:15:36] what it's titled it's just basically somebody who has the experience so I

[1:15:42] don't I don't have a problem with it but they could just be owners

[1:15:50] But but so what we're going we're going to do now um

[1:15:56] this a lot of good useful information unless the board wants to say no I think

[1:16:01] it' be appropriate now that we uh that we do you know we know what we have

[1:16:05] before us um Mr Delmore alluded to this is one of the biggest

[1:16:11] um developments and I don't think that I'm not using the word biggest or

[1:16:15] largest uh to scare anyone um this is one of the largest opportunities The

[1:16:20] Villages had uh especially in this case for not just some Farmland but for a

[1:16:24] blighted property um obviously the Planning Commission we

[1:16:28] do this every month we know what we got to do but uh at some point we'll have to

[1:16:33] make a decision on we are whether we're going to say Let's uh what we want to do

[1:16:37] for the village that's what we're here for um I can tell you in my personal

[1:16:42] opinion I think that this is an extremely valuable opportunity for the

[1:16:48] village that we have waited on a very long time long before I even got on the

[1:16:51] board and it's been now seven years so

[1:16:56] uh while Tiff will go on for some time 30 and 40 years from now there will be a

[1:17:03] substantial amount of tax revenue coming in and as people say there's not enough

[1:17:09] places to live in Heartland will also provide a heck a lot of places for

[1:17:13] people to be able to come and move well I I'll be glad to make a

[1:17:18] motion but how do you want me to address line

[1:17:22] 884 do you want me to show I'm the vill manager so some type of a modification

[1:17:29] maybe I'm naive I'm newer I've never been burnt um this is all language if

[1:17:34] everything goes south theoretically in 48 months we should all be out somewhere

[1:17:39] having a beer saying I can't believe we spend to no on that but it could happen

[1:17:43] so it's really what you guys are comfortable

[1:17:45] with attorney de Laura has given you know his opinion and he his his goal is

[1:17:51] to make sure that he mitigates as much risk for us as possible I had this

[1:17:55] conversation with Ryan Atman in the very beginning of this project there is some

[1:17:59] risk The Village will have with this no matter what the risk we really mitigated

[1:18:03] was by a let's say this project gets half-developed we are not out any money

[1:18:09] we have built the infrastructure and we will get that we get the first pack of

[1:18:14] money back up to a certain amount so I don't have concerns about that my

[1:18:18] concern I and I hear it is something happens to them or they do sell it we

[1:18:21] want to make sure somebody's qualified we will have the ex iits that whatever

[1:18:25] is being developed has to meet the specific qualifications that we put

[1:18:29] forth and that are approved by the plan commission when they come back to us so

[1:18:34] truly whatever language you guys are comfortable with from 884 to 890 that

[1:18:38] the developer is also comfortable with because again I don't think we're going

[1:18:42] to get something where we're 100% satisfied and we're trying to get

[1:18:46] something from them again you heard him say it that most developments they don't

[1:18:51] even have language like this in there this is a a Corey it's a different

[1:18:56] project um there's certain people that could in it could build this but in my

[1:19:01] opinion once that Earth work is done it's people coming in putting foundation

[1:19:07] and padding in you know pay and Dolan has has done quaries before they're

[1:19:11] going to be the ones doing all of this Quarry work correct yes you can add yeah

[1:19:18] well you get where I'm going is once that pad is ready the utilities that go

[1:19:23] in they're going to have going to be inspect ected by our building inspector

[1:19:26] they're going to have to meet code everything that they do is going to have

[1:19:29] to meet what we want the risk is if something happens along the way or if

[1:19:33] they want to sell it again they're not going to I I I jokingly said we had a

[1:19:37] clerk in the police department who owned Farmland sold it and then I'll own like

[1:19:41] 300 multi family units in Iowa they've never developed I don't want them to own

[1:19:45] it that's why we bumped it up to the Thousand again there could be somebody

[1:19:48] who own it but we have specific performance to make them develop it to

[1:19:53] the standards we would have to sue them take them to court to get them to finish

[1:19:56] building it but truly the risk we're not losing money we're not putting out any

[1:20:01] Tiff money so it's really whatever you guys feel is far as a comfort of what

[1:20:06] you wanted to say but before any motion I would just make sure that staff

[1:20:09] doesn't have any you know there's a we agreed upon a $80,000 letter of credit

[1:20:15] deposit that is what we talked about earlier John said he was fine with that

[1:20:19] John Ford in in the agreement it was 50,000

[1:20:23] we said 100 we numbers were comfortable with 880 so that would have to get

[1:20:27] updated in here and then whatever you guys want for 884 is there anything else

[1:20:31] that would be contingent

[1:20:36] on by staff excuse me by staff including myself of all of

[1:20:43] the exhibits at this point I don't think that there are any

[1:20:48] issues uh Ryan Atman has done a tremendous job in making sure that

[1:20:55] the the documents contain this the specifics uh again what I'm trying to

[1:21:02] deal with is my experience I've had situations where the specs were laid out

[1:21:08] someone succeeded and came before the board and

[1:21:13] said I can't do it it's too costly the cost of material whatever I'd like to

[1:21:19] substitute this for

[1:21:23] that

[1:21:30] yeah what

[1:21:33] verbage can you repeat your verbiage at the microphone please and it you know I

[1:21:39] I I know it's for the next session but they could approve that you could make

[1:21:43] recommendations at the next section

[1:21:47] too so the language um if we were to revise what was presented to the plan

[1:21:53] commission um to address some of the topics we've discussed tonight it would

[1:21:56] read instead in subsection a on line 884 to another comparable developer which

[1:22:04] has developed multif family apartment properties aggregating to at least 267

[1:22:09] units or hold on pause so that first section is saying a comparable developer

[1:22:15] who has developed 267 units

[1:22:21] okay and but the hard part like we said is after this is fully developed they

[1:22:25] want to be able to have the opportunity if they if they ever because again

[1:22:28] investment it is you sell your stocks you

[1:22:34] sell uh continuing then would be or another owner investor developer Real

[1:22:41] Estate Investment Trust real estate manager general contractor or similar

[1:22:45] real estate operator or company which owns is a primary investor in or manages

[1:22:50] multif family apartment properties aggregating to at least 1,000 units

[1:22:55] and the sence continues and the thought behind that is

[1:22:59] that's a pretty big you know like we mentioned Mandel and we joking they said

[1:23:05] one day it could be a Mandel that buys us or it could be we don't know and

[1:23:08] they're just trying to not limit their future of it you know it's weird because

[1:23:12] this is a plan unit development when you think of other multifamilies that aren't

[1:23:16] part of a tiff or part of a PUD they can sell it to whoever they want and do

[1:23:19] whatever they this just happens to have a PUD because they're getting specific

[1:23:24] things Tiff all of that so we have freedom to see what whatever you guys

[1:23:28] like for the ver that just going to ask our clerk a question CU I want to verify

[1:23:34] something once you take the recording can that please be sent to the village

[1:23:39] board and the plan commission stating what was just read so everybody is on

[1:23:43] the same page and nothing is missed and everybody knows that that's what the

[1:23:47] wording was change too yeah sure and Derek that comes from

[1:23:53] a previous Tiff that there items set in a plan commission village board that did

[1:23:57] not make it into the Pud that we want to make sure everything that we do discuss

[1:24:02] truly gets

[1:24:09] in so we're only covering the Pud because if that wording is going to

[1:24:13] change and if people are good with it it makes it possible for you to make a if

[1:24:17] someone wants to make a motion they can just make a motion

[1:24:20] to so I'm not I'm not U appr the resoning then either you are as well

[1:24:26] yeah you can you have the right to I'm not saying you have to I would just ask

[1:24:30] that somewhere in there you mentioned that $80,000 letter credit or

[1:24:34] deposit and Derek you you'll understand what we mean by that

[1:24:42] okay yeah and the exhibits like that staff can review them and and and and

[1:24:47] attorney as well staff and attorney okay that that what do you say if you I think

[1:24:52] I know where you're going so I'm just I'm I'm helping this along it would

[1:24:58] be you can include the tax however you want to word it because you know I

[1:25:01] always read it back but you'd be uh approving uh the resoning and the Pud

[1:25:06] agreement for the project at the Quarry with the uh stipulation that the

[1:25:11] $80,000 letter of credit be put into the letter in place of what's in it now be

[1:25:16] put into the letter that's in place Mr Taylor's stated revisions Mr

[1:25:22] Taylor stated revisions of line 80 84 in sub paragraph a on yep and includes the

[1:25:28] exhibits and review by staff riew so that motion is exactly what we just

[1:25:34] talked about s you got that

[1:25:40] I real quick truly all we're doing is saying the $80,000 well I'll wait till

[1:25:45] there's a second there hasn't been a motion I thought that's that be a you

[1:25:50] want me to read this whole thing official motion well you don't have you

[1:25:52] got to make a motion well I'll make the motion I'll make the motion to uh to

[1:25:57] okay I I'll try this now I'll make a motion to uh approve the proposed P

[1:26:03] development and resoning uh that's being sought by three Leaf Partners LLC on

[1:26:08] property tax Keys ha 073 0981 ha 073

[1:26:16] 0985 ha v73

[1:26:21] 0986 and ha a073 30987 located at

[1:26:27] 7701 West Capital Drive uh this also will include the 800 or $80,000 letter

[1:26:34] of deposit Credit Credit I'm sorry and also the the uh revised statement that

[1:26:41] Mr Taylor has put into uh notes about and also the the exhibits as

[1:26:49] well uh and that was uh line what 884 884 subsection a okay

[1:26:57] exhibits exactly so you got it Sandy what you

[1:27:02] missed I'm talking just the line 884 that Mr Taylor stated and uh staff

[1:27:07] review and approval of the exhibits second that's easy it has been moved and

[1:27:15] seconded to approve the proposed rezoning and PUD agreement for the

[1:27:21] project at the Quarry which is uh this is for three Leaf Partners LLC

[1:27:27] on property tax Keys ha07

[1:27:32] 30981 H 073 0985 H 073 0986 and ha 073 987 located at 700 and also 7001

[1:27:45] West Capital Drive in that motion

[1:27:51] includes that added to the agreement must be the language stating that there

[1:27:56] must be an $80,000 letter of credit that line 884 shall have the wording as read

[1:28:04] by Mr Taylor at the plan commission meeting on April 3rd 2024 and also

[1:28:09] includes the exhibits with the stipulation that staff is allowed to

[1:28:14] make final rev final review of those exhibits any

[1:28:22] discussion just just make sure both

[1:28:27] legal is anyone not okay with the motion that I just uh read all six pages of

[1:28:34] it are you okay good our clerk I know that was a long one got it we're

[1:28:41] good I'm just I'm going to clarify with legal did I state it properly where it's

[1:28:46] understood clearly good any

[1:28:52] discussion if if there's no discussion then I'll call the question all in favor

[1:28:57] I all opposed that motion is

[1:29:02] carried make a motion to adjourn second it's been moved in seconded to adjourn

[1:29:07] the plan commission architectural board meeting

[1:29:14] um all in favor I I this meeting is adjourned okay at this time I will call

[1:29:21] to order the

[1:29:26] village board meeting uh plan anybody that's only on plan commission uh just

[1:29:31] not that please uh you know don't you had your chance to

[1:29:35] [Laughter] talkot um

[1:29:43] sure obviously we were all in the same room so typically this would be at

[1:29:46] different times and we would go through this all again for the fun of it I'm

[1:29:50] going to ask that we do not do that

[1:29:55] but I will call this meeting to order um and this is the uh a as a as a roll call

[1:30:04] other than the fact that Mr Trel is not here trusty Trel

[1:30:09] is right true oh she got on uh trusty Trel is not here Sean trusty dor no

[1:30:18] matter how

[1:30:22] it's because like I said you're on the

[1:30:26] mic so for a roll call trusty feifer is here president

[1:30:32] faner Still's here trusty Connor's here trusty Holquist is here and present also

[1:30:37] is Trusty dbor trusty dbor hello Hi how are you doing wonderful how are you I'm

[1:30:44] good thanks trusty deor is also here uh we do have trusty Trel and trusty Walger

[1:30:49] which are not uh here but are excused the plan commission just got done

[1:30:56] approving um a motion uh that was referenced uh everyone was already here

[1:31:02] so just to recap um our first item for the village

[1:31:07] board is the review and consideration of Heartland Quarry and proposed PUD

[1:31:10] development whose approval and resoning is being sought by three Leaf Partners

[1:31:13] LLC on property tax Keys H 073 0981 H730 985 ha 0730 986 and ha AV V 0730

[1:31:25] 987 located at 700 and 7001 West Capital Drive so what the village board needs to

[1:31:33] review and consider is a proposed rezoning and PUD agreement for the

[1:31:38] project I'm going to add that is properly on the agenda but a motion uh

[1:31:44] and a second was taken and a vote of approval was taken by the plan

[1:31:48] commission uh that the wording I just stated with all the tax codes at 700 and

[1:31:55] 7001 West Capital Drive uh that they approved rezoning and the Pud

[1:32:04] agreement for the project with the stipulation that language needs to

[1:32:08] include that there should be an $80,000 security deposit the wording on

[1:32:14] 884 of the Pud agreement needs to reflect the words that were spoken at

[1:32:22] the plan commission meeting by Mr Taylor of three

[1:32:26] leaf and that it also needs to include the

[1:32:30] exhibits with the stipulation that staff gets a final review of those exhibits

[1:32:36] that's what was sent forth to this village board moments ago from the plan

[1:32:46] commission we're not going to Rego through what we did at plan commission

[1:32:52] so since everyone was present I will just say on the record in case

[1:32:56] someone were to just grab the village board we've been here for an hour and a

[1:32:59] half everybody that's in the room was present for the entire plan commission

[1:33:03] meeting I strongly encourage if you want to hear all of it to go and grab the

[1:33:06] grab the recording from the plan commission meeting that happened on

[1:33:09] April 3rd

[1:33:12] 2024 anybody that would like to do whatever they need to do feel free to do

[1:33:18] it all

[1:33:22] right

[1:33:26] screen no I got all that but just all the the specifics that that you read

[1:33:31] there there you go I I I have the other part so all right so I'll make a motion

[1:33:36] to approve the Heartland quy a proposed PUD development project whose approval

[1:33:41] and resoning is sought by three leaf Rivers Partners LLC on property tax Keys

[1:33:46] H 073 0981 ha 073 0985 ha07 73 0986 and ha 073

[1:33:57] 0987 located at 700 and 701 West Capital Drive uh for the proposed resoning and

[1:34:04] PUD agreement of the project and included in there is an $80,000 line of

[1:34:11] credit um a revision on line 884 subsection a um stipulated by Mr Taylor

[1:34:19] and that exhibits are finalized and approved in um brought to the staff to

[1:34:25] look them over as well um I think I covered everything it's

[1:34:32] been moved and seconded to approve the um

[1:34:37] rezoning and PUD agreement for the project that's located at

[1:34:42] [Music] 77001 West Capital

[1:34:47] Drive with four tax keys on that

[1:34:52] property along with the stipulation that the wording in the

[1:34:56] beuty agreement or that in with the wording that an $80,000 security deposit

[1:35:01] needs to be included line 884 wording has to be as read by Mr Taylor at the

[1:35:08] plan Commission on April 3rd 2024 and that all exhibits will be included with

[1:35:14] the opportunity and stipulation that staff does get a final review of those

[1:35:22] exhibits good any discussion all in favor I all

[1:35:30] opposed that motion is carried make a motion that we adjourn

[1:35:36] second it has been moved and seconded to adjourn this meeting any discussion all

[1:35:42] in favor I I thank you Shante we are

[1:35:52] adjourned

[1:36:00] for

Joint Architectural Board/Plan Commission and Village Board Meeting April 3, 2024

Transcript