[0:28] e
[0:58] e
[1:28] e
[1:58] e
[2:28] e
[2:58] e
[3:28] e
[3:58] e
[4:28] e
[4:58] e
[5:28] e
[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