DRAFT

OVERLAND PARK CITY COUNCIL MEETING

February 4, 2013 Mayor Carl R. Gerlach called the Overland Park City Council meeting to order at 7:30 p.m. The following members were present, constituting a quorum:

Mr. Dan Stock, Council President; Mr. Terry Goodman; Mr. David White; Mr. Jim Hix; Mr. Fred Spears; Mr. Dave Janson; Mrs. Donna Owens; Mr. Curt Skoog; Mr. Paul Lyons; and Mr. Richard Collins. Mrs. Terry Happer Scheier and Mr. John Skubal were absent (excused). Also present were: Mr. Bill Ebel, City Manager; Mrs. Kristy Stallings, Deputy City Manager; Mr. Mike Santos, City Attorney; Mrs. Tammy Owens, Deputy City Attorney; Mr. Sean Reilly, Communications Manager; Mr. Doug Brown, Director of Public Works; Mr. Tony Cosby, Director of Recreation Services; Mr. John Douglass, Police Chief; Mr. Bryan Dehner, Fire Chief; Mr. Mike Garcia, Chief Human Resources Officer; Mr. Jack Messer, Director of Planning and Development Services; Mrs. Vicki Irey, Chief Information Officer; Mr. Dave Scott, Chief Financial Officer; Mrs. Leslie Karr, Manager of Current Planning; Mr. Greg Ruether, Director of Parks Services; Mr. Bryan Toben, Aquatics Supervisor; Mr. Lloyd Nichols, Senior Help Desk Support Specialist; and Ms. Cindy Terrell, Recording Secretary. Approximately 30 people were in the audience.

_____________________________________________________________________________________ PLEDGE OF ALLEGIANCE Mayor Carl R. Gerlach led the audience in the Pledge of Allegiance. Mayor Gerlach recognized the Boy Scouts and Cub Scouts present at the meeting. Cub Scout Troop No. 3197, Brookwood Elementary School; Boy Scout Troop No. 324, sponsored by Christ Lutheran Church; Boy Scout Troop No. 459, sponsored by Colonial Presbyterian Church; and Troop No. 92, sponsored by Church of the Resurrection. PUBLIC HEARING

CONSIDERATION OF THE ADVISABILITY OF THE CREATION OF A TRANSPORTATION DEVELOPMENT DISTRICT (TDD) AND THE IMPOSITION OF A ONE-PERCENT (1%) TRANSPORTATION DEVELOPMENT DISTRICT SALES TAX – SWC 159th Street and U.S. 69 TDD (Continued from the January 14, 2013, City Council meeting).

City Manager Bill Ebel indicated this public hearing opened in October 2012. Staff received public comment throughout the process given the direction from the Council to negotiate a city/state agreement and a development agreement for the proposed Transportation Development District (TDD) located at 159th Street and U.S. 69. Staff essentially had completed the negotiations of the City/State agreement and was working towards completion of the negotiations of the development agreement for consideration by the Council.

Overland Park City Council Meeting February 4, 2013 Page 2 Mr. Ebel stated that staff was presented with a possible change to the actual boundaries of the TDD by the developer. Subject to that change, staff recommended opening the public hearing again to take any additional comment and to close the public hearing until they received a new petition or brought forth the final develop-ment agreement under the current TDD and city/state agreement. Mr. Paul Lyons asked if the process would need to start over since the boundaries had changed. Mr. Ebel replied that if the developer chose to change the boundaries of the TDD, staff would require them to resubmit a petition and go back through a public hearing process. The next step would be to bring forth the final development agree-ment, along with the city/state agreement. The developer considered that, along with other issues and negotiations, but had yet to provide staff with any indication of this direction. Staff felt it would be best to close this public hearing at this time and bring it back when, and if, the developer made their final decision. Mayor Gerlach opened the public hearing for consideration of the advisability of the creation of a Transportation Development District (TDD) and the imposition of a one-percent (1%) Transportation Development District sales tax in the vicinity of the southwest corner of 159th Street and U.S. 69 Highway. Mr. Bruce Dunning, 7525 West 93rd Street, informed that he had spoken to this issue at the January City Council meeting. As a citizen of Overland Park, his inclination was that an $11 million TDD was probably not beyond the realm of reality. With the proposed change in boundaries, he assumed it was relevant for the Council to get a new chance to look at this issue and what was happening with the developer of the project. His thoughts were that the developer might want more TDD money from this project and he was opposed. Hearing no further comment, Mayor Gerlach closed the public hearing. CONSIDERATION OF THE ADVISABILITY OF THE CREATION OF THE CORBIN PARK COMMUNITY IMPROVEMENT DISTRICT (CID) AND THE IMPOSITION OF A ONE AND ONE-HALF PERCENT (1.5%) COMMUNITY IMPROVEMENT DISTRICT SALES TAX – Corbin Park CID Project. Mr. Ebel stated that this particular issue was taken under consideration by the City Council at the December Committee-of-the-Whole meeting. At that time, staff presented the initial petition provided by Mr. Michel Schlup of Aspen Square, Inc., along with the Scheels company coming to Aspen Square in Corbin Park. The petition was to have the request for the public hearing this evening. Staff started negotiations on an amended development agreement, and at this time it is the statutory require-ment to hold a public hearing. The Council could continue the public hearing or close it, based on the schedule. Staff is scheduled to bring an amended development agreement to the Finance, Administration and Economic Development (FAED) Committee in February. If the FAED Committee recommends this item move forward to the full Council, it would come forward to the City Council meeting in March. Mr. Jim Hix clarified there was currently a one-percent (1%) TDD in place. This tax was in addition to the current one-percent sales tax, until the pending TDD expired. The CID would then move to one and one-half percent throughout the remainder of the project. He asked if that was correct. Mr. Ebel replied that the one and one-half percent sales tax would carry forth at the same time through the next 20 years.

Overland Park City Council Meeting February 4, 2013 Page 3 Mr. Hix said the combined sales tax would be one and one-half percent, but would be mixed between the TDD and CID. Mr. Aaron March, representative for the developer, White Goss law firm, 4510 Belleview, Kansas City, Missouri, thanked the Council for their consideration of this application and petition for a Community Improvement District. Mr. March expressed that the Council were all familiar with this project. A recent photograph of the monument corner feature of Corbin Park was presented to the Council. He noted this monument was important to both the citizens of Overland Park and to the Council. He recognized Mr. Michel Schlup of Aspen Square, Inc., who has owned Corbin Park for approximately one year. Within this past year, both he and Aspen Square, Inc. have expended over $20 million in their attempt to get Corbin Park into a position where it could begin to fulfill the dream and vision that the Council originally had when they granted approval of this development. Unless he misunder-stood past statements made by this Council or by others throughout the community, he believed everyone was satisfied with the work and shepherding that Mr. Schlup has done to date to turn this project around. Their presence today was to ask the Council to help them make a monumental leap forward to complete the vision of Corbin Park. Mr. March presented a boundary map of the proposed TDD. He said it was identical to the current boundaries outlined in the TDD. The City Clerk was provided with signatures of over 72 percent of the surrounding property owners within the existing TDD and the proposed CID, consenting to and requesting the Council’s approval of this petition. Some property owners have taken a neutral position. One property owner in general is Commerce Bank. He said that Commerce Bank does not care one way or another about this issue, because they do not generate any sales tax from this TDD. The bank that has taken property back through foreclosure has stated they will remain neutral, because it is the ultimate issue of the tenant. They will not object to or oppose the TDD. The statutory minimum of signatures had been received that required Council consideration for this application. In terms of looking at the big picture, Mr. March asked the Council to approve the petition so they are able to convince Scheels to locate its 2015 store in Overland Park. Some members of the Council attended the announcement at Corbin Park and heard Mr. Scheels’ presentation, but acknowledged that did not make it a done deal. With-out the approval of this CID and the developer’s ability to expedite the ultimate development of the project, the developer is unsure if Scheels would be able to open a store in Overland Park. He said the second purpose of the CID, was to allow the developer to expedite the development. Without the incentives provided for or requested by the CID, they are subject to competition with other communities for the type of tenants they believe are appropriate for this site. Some of the tenants include national developers that are only opening one or two new stores each year. For them to pick Corbin Park would be an important achievement and allow them to create the envisioned environment of the Council. He asked the City Council to approve the additional one-half percent TDD sales tax (0.5%), to allow the developer to complete the vision of Corbin Park. Mr. March introduced Mr. Steve D. Scheel, chairman and CEO, Scheels. Mr. Steve D. Scheel, chairman and CEO, Scheels, informed the Council that Scheels just celebrated their 110th anniversary. He stated that his company was started in

Overland Park City Council Meeting February 4, 2013 Page 4 1902 when his great-grandfather came to the United States from Germany. His grandfather took over the company in 1921. His father took over the company in 1946. He took over the company in 1987. Mr. Scheel indicated that Scheels had always had a small selection of sporting goods, but in 1989 one of his first steps was to build their first super sports store in Grand Forks, North Dakota. That store encompasses 30,000 square feet and they wondered at the time how they would fill it up. They opened a second 40,000 square foot store in Sioux Falls, South Dakota, and many other stores thereafter. They currently have stores in Omaha, Nebraska, and Des Moines, Iowa, which encompass 160,000 square feet and 170,000 square feet. He said the City of Reno, Nevada, came to Scheels and asked them if they would build their largest store. They were not interested in opening a store in Reno, but the governor and mayor of Reno told them they had an open checkbook. Their Reno location encompasses 300,000 square feet. Last year, they opened their most recent 230,000 square foot flagship store in Sandy City, Utah, and would like to build that same store in Overland Park. Mr. Scheel said their board debated between Frisco, Texas; Thornton, Texas; Castle Rock, Colorado; and Minneapolis, Minnesota. They believe Corbin Park in Overland Park would be the best location for their next store. Scheels is an Employee Stock Ownership Plan (ESOP) company. They believe the best thing for their employees would be to build a store on the corner of 135th Street and Metcalf. The entire board has visited the location in Overland Park and all love it. Mr. Scheel said that Scheels is currently located in 10 states and Overland Park would make their 11th state. They love the Midwest and believe its economy is stable. He said the economy in Overland Park has had its ups and down, but has been generally very good. A couple things about Scheels that separates them from the competition, is that they are private. Mr. Scheel said they are building the most expensive retail stores in the country and stores that last 50+ years. Their store architecture is timeless and Scheels are good community partners. Over the last few years, they have given back 10 percent of their profits to local communities, in support of local athletic teams. They have a children’s museum in Eau Claire, Wisconsin, a soccer complex in Great Falls, Montana, and a shooting range in Fargo, North Dakota. They are building the new North Dakota State University basketball arena in Fargo, North Dakota, with the Scheels Center name. They are the largest retailer in the United States that donates to the United Way. The CFO of Scheels led the United Way charge this year and raised a record $5.2 million. They are committed to the communities where they build their stores. Scheels’ philosophy is when they do well in business they do good deeds in their communities. Mr. Scheel said that Scheels is somewhat of a Disneyland of sportswear and sporting goods. One thing that separates them from the competition is that they attract families. Their stores have ferris wheels, shooting galleries, offer fresh fudge, a Starbucks, photo opportunities, and giant walk-through aquariums. An average family spends approximately two hours and twenty minutes in their stores on any given Friday, Saturday, or Sunday. Their stores include cameras that monitor everything from loss prevention to where the customers shop. The longer they can keep the customers in their stores, the more they spend. The ferris wheels only cost

Overland Park City Council Meeting February 4, 2013 Page 5 $1 to ride, and the stores include nice restaurants. A separate side of each store is built for women and is state-of-the-art. Mr. Scheel said that Scheels hires locally. Stores of this magnitude are based on sales projections. Their sales indicate that if they build in Overland Park, they would need to hire approximately 140 to 150 full-time employees and 350 to 360 part-time employees. Scheels have the lowest turnover in retail today and pay the highest wages. Their average full-time employee is paid over $50,000 a year. If Scheels were to open in Overland Park in 2015, a full-time job would pay in the range of $55,000 to $57,000. With the ultimate build-out of Corbin Park, Mr. March said Scheels believes that in addition to the jobs created, the City of Overland Park would receive new sales taxes in the first year of operation of approximately $1.3 million. At Corbin Park’s stabilization and total build-out, they believe Scheels will bring the City of Overland Park $5.2 million per year in additional sales tax. Over a 20-year period, a cumulative $90.6 million could be generated in new sales tax revenue to Overland Park. This develop-ment would be an overall plus for the community because Scheels and Corbin Park would become the attraction that the Council intends it to be, and would draw people in from not only the metropolitan area, but the region. Mr. March said Von Maur, Inc., has been loyal to Corbin Park and was possibly the definition of the optimist in retail business today. He introduced Mr. Bob Larson, chief financial officer, Von Maur. Mr. Bob Larson, chief financial officer, Von Maur, was present to confirm their position on the proposed formation of the Corbin Park Community Improvement District (CID). He said that as a major anchor at the Corbin Park development, Von Maur believes every possible measure should be brought to bear to bring Scheels to Overland Park. Mr. Larson said that when Von Maur opened their store in Overland Park in 2008, one primary reason they came here was to be part of this community. Von Maur believes in the area’s vibrancy and future. It was a natural destination for their nationally-growing business. Unfortunately, the Corbin Park Von Maur store was developed during a major economic collapse and they faced significant competition from other shopping districts. Now that Corbin Park is substantially complete, the final key ingredient to make it a dominant shopping center would be the addition of a high quality anchor store like Scheels. Mr. Larson pointed out that Von Maur believes Scheels would be a game changing opportunity for Corbin Park and the beginning of a fresh start for the project. The additional of a Scheels store in Corbin Park would bring in additional traffic, add to the diversity of shopping selection with their unique offerings, and add jobs to the market. Scheels would be the final jewel in the crown of Corbin Park and turn it into a premier shopping destination. Von Maur believes this is the reason to be optimistic about the future of Corbin Park. With the Council’s approval of the CID, and with the addition of new tenants such as Scheels, positive energy, corresponding jobs, and consumer spending could once again be brought to the project. He said Von Maur is very excited about bringing Scheels to Corbin Park and believes their store would make a big difference in the marketplace.

Overland Park City Council Meeting February 4, 2013 Page 6 Mr. March said that in addition to Scheels being able to locate in Corbin Park, and in addition to Von Maur and the other existing tenants being able to finally prosper and see their dreams fulfilled, it would allow the developer to complete development with the approval of the CID. He felt this would not happen in 5 to 10 years, but believed they could lease up the project in an expeditious manner. He recognized Mr. Phil Peck and Mr. Max Kosoglad with Block and Company who lease the project. They were present at the meeting to discuss their company’s efforts and trials. They will discuss how the approval of this CID would allow Scheels to come to Corbin Park and benefit Block and Company. It would allow them to bring tenants to the market. Mr. Phil Peck, commercial sales associate, Block and Company, 605 W. 47th Street, Kansas City, Missouri, stated that he, along with Mr. Max Kosoglad, Mr. Greg Roberts, and Mr. David Block, are working with Mr. Schlup on the development and leasing of Corbin Park. Mr. Peck said Block and Company has been in the commercial real estate business for over 60 years. They currently lease and manage over 10 million square feet of retail space. They have performed site selection and development across the Midwest with national tenants and are very engaged in the retail community. Mr. Peck expressed that Block and Company is excited about the possibility of Scheels coming to Corbin Park. A broker event was held in December 2012, and attracted over 200 attendees. The feedback they received up to this point included skepticism about Corbin Park; where it has been, where it is now, and its future. Their focus is to attract national and regional tenants to Corbin Park and to Overland Park. The problem they are experiencing today is with its competition, as it is a fierce market. He noted that Scheels only opens one to two stores every couple of years, so the site has to be optimal, as well as its demographics and location. Economics have to match as well and is where he believes the approval of the CID and Scheels would assist in the success of Corbin Park. When the original petition was filed, Mr. March said they had a total build-out of $253 million. He said $104 million is for the Scheels building, its land, and its improve-ments. The remaining portion of Corbin Park equates to an additional $149 million. With the original petition, Mr. March said $86 million was requested to be certified as reimbursable under the CID. As was promised and committed to the Council, the value of the land would be reimbursed to the developer only to the extent justified by a third party appraisal. Because of that appraisal, they reduced their request for certified costs by $10 million, from $86 million to $76 million. Mr. March indicated that private investment in this project between Corbin Park, Scheels, and the pad site developers came to $177 million for a total of $253 million. Without the CID, the project simply cannot happen. Between today and when they return to the February 20, 2013, Finance, Administration and Economic Development (FAED) Committee, and ultimately to the March 4, 2013, City Council meeting, the final plan will be in place for total reimbursements and the categories of reimburse-ment. It is the developer’s hope that the Council will consent to the formation of this district, which would allow them to bring Scheels to Corbin Park, along with the parking field and the construction of a structured parking deck for the Scheels customers. He said if anyone on the Council has had the pleasure of walking through Corbin Park, they have seen the vacant buildings. With the approval of the CID, the developer believes, coupled with the breaking of ground for the Scheels store, they will

Overland Park City Council Meeting February 4, 2013 Page 7 be able to lease up the space and get the water feature built two years earlier than is currently contracted under the TDD. The additional buildings will also be built on an expedited basis. Through the approval of the CID, Mr. March said Scheels would break ground in the summer of 2015. They believe that not only would that happen, but they would be able to announce exciting new tenants to the marketplace, complete the vision of the 135th Street corridor, the Corbin Park dream, and bring new sales tax dollars to the community. Mr. Fred Spears said the opening of Scheels was two and a half years away. He asked what assurances could be provided to the Council that they would actually open a store. Mr. March said part of the development agreement to be made with the City would condition any reimbursements on Scheels opening and being operational for at least one day, as well as the performance milestones for the other development pad sites and tenants. The developer’s contract with Scheels requires that they hit the milestones of development. Mr. March asked the Council to imagine if they were Scheels coming to Corbin Park. They want to be assured that the buildings on the site are up to show condition so when they open, the patrons do not have to walk through dirt as the property stands today. Scheels will want to see the heavy construction completed. He said the developer is contractually committing themselves with Scheels to do that, and will commit to the City to do the same as a condition of reimbursement. Mr. Spears noted that Mr. March said Scheels could be open for one day, and asked if that meant they could open on a Tuesday and close their doors the next day. Mr. March replied that has never happened, but said that typically to get a bond underwriting operating covenant from any retailer for more than one day is difficult. He said if Scheels has a fully stocked store and are fully staffed for their opening, the likelihood of them closing after one day was nil. He reminded the Council that Scheels will own their building and their land. They will have a significant private investment in the site and in the building and will not want to close their doors after one day of operation. Mr. Spears asked if Scheels’ biggest competitors would be stores such as Bass Pro Shop or Cabellas. Mr. Scheel believed any retailer where people spend their discretionary dollars are looked at as a competitor. They look at Nordstrom’ as a primary competitor, as well as the Bass Pro Shop. He said that he actually spent two and a half hours in Cabellas today. His company looks at the specialty bike and archery shops as competitors. He said that Scheels consists of 95 specialty shops under one roof and stocks approximately 600,000 items per season. They stock almost 2.1 million items over the course of an entire year, which is the largest retail inventory that his company is aware of in today’s market. When a store of this magnitude is built, they are not merely looking at their market in the city where the store is built, but at their market that spans out 100 to 150 miles in every direction. Scheels believes that because of the experience a person receives when they visit their stores, they will want to return after one visit.

Overland Park City Council Meeting February 4, 2013 Page 8 Despite natural disasters such as fires and floods, Mr. Scheel said his company has never missed a store opening date in his 41 years. He is totally committed to this project in Corbin Park, but the CID is a prerequisite for them to build at this time. Mr. Dave Janson asked if the CID project cost of $86,422,000, as shown in the staff report, was now down to $76 million. Mr. Ebel explained that the original petition was for $86 million, but in the course of negotiations, staff pursued a third party appraisal for the value of the land. In the original petition, the land was appraised at $16 million but came in at $6 million from the third party appraiser. On their own initiative, the developer reduced the petition this evening to $76 million. Mr. Janson asked what type of market study had been performed to ensure the developer that the retailers people want, will pay the additional one and one half percent of sales tax. He said that additional tax would bring the tax to over 10 percent and would be the highest he thought a person might pay. That is the highest tax he wants to pay. Mr. March responded that the developer had not commissioned an independent market study on that narrow fact. What they do have is Mr. Scheel saying that his company will build a store in Overland Park with the understanding that there will be, in the aggregate, an additional one and one half percent sales tax. A representative from Von Maur is saying while it would be their druthers that the sales tax be lower, with what they have today compared to what they could have with the approval of the CID, the aggregate one and one-half percent sales tax would not keep them from consenting to the petition. Mr. March stated if the Council approved this CID, the same sales tax would be in place as was recently approved for the Prairiefire, L.L.C., project. It would be a very similar sales tax for the Leawood Town Center Plaza and not much different from Oak Park Mall. He believed the market would support this additional tax. If it does not support it because this is a pay-as-you-go CID, he said the developer might run the risk of non-reimbursement. If sales are low because people would rather shop else-where, Scheels and Von Maur will be the ones harmed and not the City. Mr. Janson did not believe Mr. March answered his question. He felt it was fine that Mr. Scheel and Von Maur believe the project is a good deal, but he asked if people will come to their stores. He asked how the Council could be guaranteed that people will patron the stores. He asked if the developer hoped people would come to the stores simply if they built the project. Mr. March believed Scheels would not spend the money they intend to spend on this site and commit to this site over other sites, if they did not have studies that showed customers will shop at their store. The retail tenanting consultant, Block and Company, has talked to people in the market. The sales tax issue is not a deterrent for them. As recently as last Thursday and Friday, Mr. March informed there was a regional International Council of Shopping Centers (ICSC) convention in Kansas City. This project was featured by Block and Company at that convention. The CID was fully disclosed as part of the materials. Basically, the outcome was to get Scheels, get under construction, get the CID approved, and potential tenants might then think about moving a store to Overland Park in 2015 or 2016. The best evidence in the market they have at this point is that no one in the market is questioning the sales tax.

Overland Park City Council Meeting February 4, 2013 Page 9 Mr. Janson said the Council continually hears, and Mr. March used the phrase, ‘This project cannot happen without this CID.’ He asked Mr. March to elaborate on that statement. Mr. March replied the economic deal they were able to negotiate with Scheels requires a reimbursement of $17 million to Scheels through the developer with the CID. The developer is giving the ground to Scheels and the incentive for them to pick the Corbin Park site over other sites in the Midwest. The developer would not be able to get these buildings built to shell without the CID, because they would not be able to obtain a loan without a tenant locked in. The developer is going out in advance of the marketplace and building the shells, so Scheels has an environment in which they are comfortable with opening. The developer cannot do that without the revenues from the CID. By showing their lenders that Scheels is in place, there is excitement for the project. They will get reimbursed through the CID for certain costs, and they can ask the lenders to advance fund them on that reimbursement. That is the only way they can get the project done. Mr. March stated they are in a national competitive market, or a regional competitive market with Omaha, Lincoln, Dallas, and Denver. Those are the type of tenants that want to be elsewhere and the developer would like to bring to Overland Park. Those markets are asking the developer what will be done for them, if they were to come to Overland Park. Mr. Janson felt that was the answer he was looking for. Overland Park is a competitive market in the country, so they are bidding on this project to happen. Mr. March clarified that the developer could not get Scheels or other quality tenants to come to Corbin Park without the assistance that the CID provides and could not compete with those other communities. Mr. Spears left the meeting at 8:13 p.m. Mr. March recalled an earlier statement by Mr. Scheel when he spoke of Reno, Nevada, who told Scheels the city’s checkbook was open. He pointed out that happens in many communities and is what they are competing with for Corbin Park. The CID will allow them to compete. Mr. Janson was not fully onboard with the statement that the project could not work without the CID. He understood the competitiveness of the project. Mr. March said when the developer was before the Council asking for the amendment and assignment of the TDD, they did not believe they would be back in six months with a new application. He said the opportunity to bring Scheels to Corbin Park changed everything. Council President Stock expressed his belief and appreciation for Mr. Scheel’s company culture, attitude, and enthusiasm. He thanked Mr. Scheel for his interest in bringing a store to Overland Park. He asked Mr. Scheel to share his sales tax overhead experience from his other locations across the country. Mr. Scheel referred to an older Scheels store in Moorhead, Minnesota, that is five miles from their Fargo, North Dakota, store that is similar in size to the proposed location at Corbin Park. He said the sales tax is 2.5 percent lower in Moorhead, but because they did not build the store with the attractions as they did in Fargo, they are struggling to keep the store open. The Moorhead store is used as a training store and where they place their new store leader candidates when they receive their first store to see how they perform. He said his company has found if sales tax is relatively the same throughout the community, it makes no difference in sales. Scheels has done its own studies and 10 percent to 10.5 percent sales tax is a breaking point. His stores charge sales tax that spans 7.875 percent to 10.5 percent. He did not believe the sales tax was a factor with their sales. The Scheels board members have all traveled to Overland Park and

Overland Park City Council Meeting February 4, 2013 Page 10 studied this site, and the Frisco, Texas; Thornton, Texas; and Castle Rock, Minnesota sites. He said there was no question they will hit their sales goals in Overland Park if they open. They do not believe the sales tax percentage, whatever it may end up being, will affect their sales at all. Council President Stock asked if Scheels agreement with Corbin Park would include building out the entire parcel. Mr. Scheel answered no and said one reason they chose Corbin Park was because Von Maur, J.C. Penney’s, Lifetime Fitness and other tenants were already onsite and operational. He said a lot of other cities were making big promises to his company, but were offering an empty tract of dirt which influenced their decision. Council President Stock asked Mr. Scheel to ballpark a figure of what a Scheels store would gross in any particular year. Mr. Scheel reiterated that they are a very private company and signed confidentiality statements with their bankers. He has assured Mr. Schlup of the amount of sales tax they will generate from this project. They are projecting the same sales from the Corbin Park site as in Fargo, North Dakota, at this time, which is currently their strongest market. Mr. Spears returned to the meeting at 8:17 p.m. Council President Stock asked Mr. Scheel if he puts any stores in areas such as Corbin Park in other cities that were not built out. Mr. Scheel answered yes and pointed out that Scheels opened at the same time as Von Maur in Reno, Nevada. Construction prices were at their peak at that time, along with labor and fuel prices. The day they opened the Reno store, the economy burst and they just sat in that location for a while but are doing exceptionally well today. He said it is public knowledge in Reno that they were given Sales Tax and Revenue (STAR) bonds to build that store. Cabellas was given STAR bonds as well. He noted that Scheels is way ahead of paying back their STAR bonds. Cabellas is dipping into their annual reserves to pay back their STAR bonds, because they are not hitting their numbers. He said Scheels is well over in sales tax revenue with what they promised they would do in Reno. Council President Stock asked if the rest of the center leased out in Reno. Mr. Scheel answered no. He said they basically opened by themselves, along with a few small restaurants, but recently Lowe’s and Best Buy opened and Wal-Mart signed on. He said retail is very slow to grow nationally and Scheels is opening one new store a year. They are very selective where they build, but the CID development agreement would make it possible in Overland Park. Mrs. Donna Owens asked when the STAR bonds were granted for the Reno location. Mr. Scheel explained that Cabellas opened before his store in Reno, Nevada, and the STAR bonds for his store were granted in 2006. Mr. March informed the Council that the developer has had a wonderful dialogue with City staff on the agreements with Scheels. Those agreements have been made available to the City’s outside counsel for their review as well, along with the con-firmation of completion dates, performance dates, and milestones. He said those dates will be included in the development agreement that will be brought back before the Council. Just like with the amended TDD agreement, the developer will have to perform in order to be entitled to reimbursement.

Overland Park City Council Meeting February 4, 2013 Page 11 Mr. Bruce Dunning, 7525 West 93rd Street, said the City already has $215 million in CIDs, TDDs, and one Tax Increment Financing (TIF) project. That is equal to above five year’s worth of future sales tax flow for this city. If this project is added in, it will move that number to almost seven years. Mayor Gerlach asked Mr. Dunning if he was referring to the Corbin Park development having a TIF district. Mr. Dunning replied the TIF district was for the 95th and Antioch development. Mayor Gerlach said this public hearing was focused on the Corbin Park project and asked Mr. Dunning to speak to that development. Mr. Dunning said with this CID, the City would be up to $300 million for those grants. He called the grants ‘free money.’ The City is giving away money to developers at the sacrifice of people going to make consumer purchases. The percentage of the CID was going to be approximately 44 percent of the total cost, but it has diminished now and is down around 40 percent. Mr. Dunning stated that he personally evaluated the NYLO Hotel property and thought it was only worth $4 million to $5 million. The developer came up with $6 million on the appraisal, which diminished the total request by $10 million. He believed Scheels would receive $31 million in their pocket to build that building and is contributing $63 million. He said the cost was originally $104 million and now is down to $94 million. He expressed that he did not have a grudge against Scheels, however they are taking $31 million and are asking the purchasers of their products to pay it. He felt $76 million on top of the $30 million already granted by the TDD was unconscionable. Mr. Dunning said a TDD was basically something the City had to go through in an attempt not to embarrass the developer in a long term, default situation. He felt that puts this city at risk on a potential for its own rating. These special obligation bonds do have an indirect impact one way or another. It also taxes all of the consumers that shop at Corbin Park. The City is not a developer. Between Corbin Park and Prairiefire, the City would be close to $230 million in grants. Nothing says Prairiefire will succeed and he has been fighting that development since 2008. He told the Council in 2008 that they would have problems with Corbin Park and they ended up extending the TDD. Mr. Dunning asked the Council why they would not listen to one constituent com-plaining to them about these grants. It was time for someone to stand up and say the City does not need more retail development, unless the developer pays the money out of their own pocket. The City does not know who the lender is for this project, they do not have a commitment in hand from a lender, and they do not know the private capital in absolute dollars. Once a developer gets the commitment for a CID it all clicks in place, but there is nothing to say that a lender will loan out the money. That was the very problem Prairiefire experienced for approximately 4 to 5 years, because that project was not feasible. This project can be feasible, but in July 2011, the Finance, Administration and Economic Development Committee discussed the project and told the Council that to finish out that development would cost $60 million. Now it is at $253 million. Inflation did not make up that difference and $60 million is a much different figure from what the Council is considering today. Mr. Dunning said that obviously if staff accumulated the bid estimates and appraisals they could find out how the development reached the $253 million mark. He felt it was premature to consider $76 million on top of the $30 million. Scheels said they are

Overland Park City Council Meeting February 4, 2013 Page 12 going to have $5 million sales tax coming back to the City once they get to a stabilized point, but that is $500 million in sales and a lot of money for one outlet. Currently, retail stores are projected to sell at $500 per square foot on sales. New York City does not hit $500 per square foot in sales very easily and are currently around $500 to $600 in sales per square foot. Overland Park is not New York City and are doing $250 to $350 per square foot in sales at best. Mr. Dunning asked the Council to reconsider this CID. They need to acquire appraisals and bid estimates to conduct some comparisons, rather than committing future taxpayer dollars for developers. Ms. Kristen Buzzelli, 6761 W. 138th Terrace, stated she lives and works at Corbin Crossing Apartments located directly across the street from the Corbin Park develop-ment. A good portion of their business, at least one-third of their traffic, comes from people shopping at Corbin Park. Corbin Crossing Apartments is very dependent on Scheels and other businesses coming to that development. Her complex is seeing more and more people leaving to move into houses and there is a lot of apartment competition. She does not give an apartment tour to a prospective renter without mentioning the development and the future exciting places coming into Corbin Park to shop and eat. Their residents believe this is the area to be living at in the future and are staying because of that. Ms. Buzzelli said on a personal note, the extra sales tax will not stop her from shopping at Corbin Park. She can’t wait to see the Disneyland of Overland Park at the Scheels’ store. Mr. Ebel said staff is recommending continuance of the public hearing to March 4, 2013, which is the schedule at this time and assuming the development agreement is recommended for approval by the FAED Committee. City Attorney Mike Santos clarified the public hearing should be closed for purposes of this evening’s public hearing notice, but the actual public hearing would be continued to March 4, 2013. With that said, Mayor Gerlach closed the public hearing. Council President Stock moved to close the public hearing pertaining to the consideration of the advisability of the creation of the Corbin Park Community Improvement District (CID) and the imposition of a one and one-half percent (1.5%) Community Improvement District sales tax for the Corbin Park CID project, and to continue the public hearing at the March 4, 2013, City Council meeting. The motion was seconded by Mr. Spears. Mr. Terry Goodman said in answer to Mr. Janson’s earlier question, they are in a bidding war. In his mind, he felt it was okay to be involved in a bidding war for a quality regional scale tenant that will generate the type of activity necessary to make this entire shopping center succeed. He believed it would be naïve for the Council to think they would not be in a bidding war for this type of a tenant. The City could say no to the CID, but then what would happen to Corbin Park. He asked if it would ever build out or what would happen to Von Maur.

Overland Park City Council Meeting February 4, 2013 Page 13 Moving forward, Mr. Goodman believed saying no to the CID for this development was not a particularly good option. The City knows at least the major lenders involved in this project. He did not see the City at risk, other than possibly a small reputational risk if something happened. He felt the way the City structures these projects, the General Fund would never be at risk. He did not view this project as giving money away. Mr. Goodman said there is nothing on this land currently and very limited property tax dollars are being generated from the site. There are no retail tax dollars being generated from the site. The retail tax dollars that would normally be generated and accrued to the City will be generated and accrued to the City. It is only this additional amount that would go to make the project possible. As pointed out earlier, if the residents do not want to pay the extra tax, they can go shop wherever they want. He reminded the Council that on a hundred dollar purchase, the extra tax amounts to $1.50. He said probably most people will migrate to where they most enjoy their shopping experience, where the inventory and selection is the greatest, and prices are competitive. Mr. Goodman respectfully disagreed with some of the reasons that were proffered for not supporting the CID as the Council moves forward in this process. He anticipated that this project and request would ultimately be approved. Mr. David White said minds are still open on this issue. He recognized staff trimmed $10 million off the project since the Council last met. Mr. Scheel and the developer were present this evening, expressing their desire to come to Overland Park. It was ironic to him that Overland Park is blasted every day in the newspaper for giving away money so people can move across the state line. When Overland Park brings in first-to-market developers such as Prairiefire and Corbin Park or rebuilds an intersection at 95th Street and Antioch, suddenly giving away money to improve the City is evil as well. He suggested shutting their doors and going home, which may satisfy some of the people in the room. He chose not to go there and believed his colleagues would concur. Mr. White acknowledged that the Council looked at these projects in great detail and very responsibly. As Mr. Goodman said, if these developments are built and no one comes to them, it is the developer’s risk and not a risk by the City. He believed people will travel from the four-state area to visit these locales and the City will see an overall boom that they would not have seen otherwise. Not approving this CID and competing with other cities for these types of developments was putting their heads in the sand. Mr. Lyons said he would support the motion and believed it was worth moving forward with the CID. He was interested in learning more about Scheels and what it could bring to the City. If this retailer is a regional draw for Overland Park, he believed it was important to bring those types of amenities to the City. He was concerned with the sales tax. Over the last few years, they have begun to see a focus on, and a dependency on, increasing sales tax. The State is moving down a path of eliminating income tax and replacing it with a sales tax revenue stream. He was concerned that could potentially lead to a higher sales tax from a State perspective. In tonight’s agenda alone, there are no less than three projects that involve an increase in sales tax. The net affect is it raises the sales tax in this city. As was discussed in this evening’s Committee of the Whole meeting, not too long in the future, the City will ask the voters of Overland Park to approve a renewal of the one-eighth of one percent sales

Overland Park City Council Meeting February 4, 2013 Page 14 tax that is absolutely critical in terms of continuing their ability to maintain and improve streets. He believed the City would be successful with that renewal, since the timeframe is fairly soon. Into the future, he believed it could have an adverse effect and the result may be that the City will not be successful getting voters to approve those types of issues. Mr. Lyons expressed that he was open to the Corbin Park CID and willing to vote to move forward, but had some concerns. He will want to carefully weigh those concerns as they move forward in this process. Mayor Gerlach agreed that this item needed to move forward. He said the Council continues to build Overland Park as one of the best cities in the nation. He felt it was incumbent on the entire Council to have their concerns resolved. He personally did not have a concern. He felt the sales tax is at a maximum, or close to it, but the one-eighth of one percent tax was a continuation and not an increase. He believed the Council should look at the quality of the project and if it fit into Overland Park’s vision that was important to keep in mind. The motion passed by a vote of 10 to 0. MAYOR CARL R. GERLACH

NEW APPOINTMNETS TO THE BOARD OF DIRECTORS OF THE ARTS AND RECREATION FOUNDATION OF OVERLAND PARK:

Shannon Davis – Term 1-1-13 to 12-31-14 Steve Troester – Term 1-1-13 to 12-31-14 Cindy Sims – Term 1-1-13 to 12-31-14 Council President Stock moved to approve the new appointments to the Board of Directors of the Arts and Recreation Foundation of Overland Park. Mr. Lyons seconded the motion, which carried by a vote of 10 to 0.

REAPPOINTMENTS TO THE BOARD OF DIRECTORS OF THE ARTS AND RECREATION FOUNDATION OF OVERLAND PARK

Kelly Jackson – Term 1-1-13 to 12-31-14 Russell Simmons – Term 1-1-13 to 12-31-14 Todd Roberts – Term 1-1-13 to 12-31-14 Council President Stock moved to approve the reappointments to the Board of Directors of the Arts and Recreation Foundation of Overland Park. Mr. Lyons seconded the motion, which carried by a vote of 10 to 0. COUNCIL PRESIDENT DAN STOCK

REPORT FROM COMMITTEE-OF-THE-WHOLE MEETING HELD FEBRUARY 4, 2013.

Council President Stock indicated that the Committee of the Whole met this evening prior to the City Council meeting, to discuss the proposed 2014-2018 Five-Year

Overland Park City Council Meeting February 4, 2013 Page 15 Financial Plan, Capital Improvements Plan, and Maintenance Plan. By unanimous vote, the Committee of the Whole recommended approval to the full Council. Council President Stock moved to approve two public hearings pertaining to the 2014-2018 Five-Year Financial Plan, Capital Improvements Plan, and Maintenance Plan, to be held at the Planning Commission meeting on February 11, 2013, at the February 18, 2013, City Council meeting. The motion was seconded by Mr. Lyons and carried with a vote of 10 to 0. CITY MANAGER BILL EBEL Mr. Ebel recognized Chief Financial Officer Dave Scott, who recently celebrated 26 years of service to the City. Mr. Ebel recognized Police Chief John Douglass, who will celebrate 40 years of service to the community, seven years of which had been as the Overland Park Chief of Police. Police Chief Douglass has served this community as a police officer through the ranks to being one of the most recognized and nationally respected police chiefs in this country. He thanked Police Chief Douglass for his service to the City. Mayor Gerlach congratulated Mr. Scott and Police Chief Douglass. As some of them on the Council mentioned earlier this evening, Overland Park is one of the best cities in the nation. It is not about the Council, but about the quality of staff that has been assembled in this city. CONSENT AGENDA FINANCE, ADMINISTRATION AND ECONOMIC DEVELOPMENT COMMITTEE ITEMS

ORDINANCE NO. CF-2991 – Relating to an increase in the Change Fund for the Environmental Education Visitors Center at the Overland Park Arboretum and Botanical Gardens from $200 to $1,000.

RATIFICATION OF ADVANCE OF FEBRUARY TRANSIENT GUEST TAX DISTRIBUTION – Overland Park Convention and Visitors Bureau in the amount of $65,000.

MEMORANDUM OF UNDERSTANDING – Board of County Commissioners of Johnson County; City of Lenexa; City of Olathe; and Water District No. 1 of Johnson County, for use of the countywide mass notification system using the Everbridge notification system. (As approved on November 5, 2012; incorporating changes required to conform to the statutory requirement for Attorney General approval.)

STAFF ITEMS COUNCIL MINUTES – November 19 and December 17, 2012.

CONFIRMATION OF INVESTMENTS – confirming investments in the amount of $20,000,000 in agency securities.

Overland Park City Council Meeting February 4, 2013 Page 16

EXPENDITURE ORDINANCE NO. 1B – Outlining the expenditures from the General Operating Fund for January 2 through January 15, 2013.

ACCOUNTS PAYABLE AUTOMATION EXPENDITURE ORDINANCE NO. 1B – Outlining the expenditures from the General Operating Fund for January 2 through January 15, 2013.

CAPITAL PROJECTS EXPENDITURE ORDINANCE NO. 1C – Outlining the expenditures from the Capital Projects Fund for January 10 through January 16, 2013.

CAPITAL PROJECTS EXPENDITURE ORDINANCE NO. 1D – Outlining the expenditures from the Capital Projects Fund for January 17 through January 23, 2013.

CAPITAL PROJECTS EXPENDITURE ORDINANCE NO. 1E – Outlining the expenditures from the Capital Projects Fund for January 24 through January 30, 2013.

PUBLIC WORKS COMMITTEE ITEMS

AGREEMENT – Kansas City Power and Light Company for the purchase of the Kansas City Power and Light existing streetlight system in the City, consisting of 2,070 leased streetlights in the amount of $2,088,000.

RESOLUTION NO. 3979 – Authorizing the acquisition of a street lighting system and authorizing the financing of the cost thereof by the issuance of Temporary Notes and General Obligation Bonds.

ORDINANCE NO. CE-2986 – Authorizing the acquisition of a street lighting system and authorizing the financing of all or part of the cost thereof by the issuance of Temporary Notes and General Obligation Bonds.

STAFF ITEMS

RESOLUTION NO. 3909, B – Regarding the improvement of an area along Turkey Creek from Antioch to Metcalf by the construction of a bike/hike trail and the authorization of the issuance of General Obligation Bonds to pay the costs thereof.

RESOLUTION NO. 3986 – Directing the City Clerk to provide notice of a public hearing to consider the proposed assessments for the construction of a flood control project in the vicinity of 147th Street and Switzer (Improvement District No. 11-199)

Mayor Gerlach presented the Consent Agenda for approval and asked if there were any items to consider separately. Council President Stock moved to approve the Consent Agenda as presented. The motion was seconded by Mr. Spears, which carried by a roll-call vote of 10 to 0.

Overland Park City Council Meeting February 4, 2013 Page 17 REGULAR AGENDA FINANCE, ADMINISTRATION AND ECONOMIC DEVELOPMENT COMMITTEE REPORT Terry Goodman, Chair

ORDINANCE NO. CID-2982 – Authorizing the creation of the West Park Community Improvement District (CID) within the City; and authorizing the imposition of a Community Improvement District Sales Tax to be collected within such district (West Park CID).

RESOLUTION NO. 3988 – Approving the execution and delivery of a Redevelopment Agreement with 5SC – WESTPARK, L.L.C., relating to the construction of certain improvements in a Community Improvement District (CID) at the northeast corner of 87th Street and Farley (West Park CID).

Mr. Goodman asked that Ordinance No. CID-2982 and Resolution No. 3988 be considered following the discussion on the West Park Center revised preliminary plan. STAFF REPORT BID TABULATION – 2013 Overview newsletter. Communications Manager Sean Reilly presented the 2013 Overview bid tabulation to print four issues of the City’s newsletter. Staff recommended the low bid submitted by RR Donnelly in the amount of $28,540. Mr. Lyons asked if the newsletters would be in full color. Mr. Reilly answered yes. They will be full color, 16-page newsletters. Mr. Lyons moved to accept the 2013 Overview newsletter bid tabulation from RR Donnelly in the amount of $28,540. Council President Stock seconded the motion, which carried by a vote of 10 to 0. PUBLIC SAFETY COMMITTEE REPORT Jim Hix, Chair No report. STAFF REPORT No report. COMMUNITY DEVELOPMENT COMMITTEE REPORT Terry Happer Scheier, Chair No report. STAFF REPORT

Overland Park City Council Meeting February 4, 2013 Page 18

RESOLUTION NO. 3987 - Declaring the eligibility of the City to submit an application to the Kansas Department of Transportation for use of transportation enhancement funds set forth by the Federal Transportation Equity for the 21st Century for the Greenway Linkage Bicycle and Pedestrian Trail Project in the City, and authorizing the Mayor to sign the application.

Director of Parks Services Greg Ruether indicated that Resolution No. 3987 declares the eligibility of the City to submit an application and use federal funds for con-struction of a bike/hike trail. The trail consists of two greenway linkage tracts in the vicinity between 135th Street and 143rd Street that will extend to existing tracts to connect. Staff believes it will be a good application. Mr. Ruether explained the funds are for transportation enhancement. The funds are available in 2013 and must be obligated by September 2013, meaning the project must be designed and ready to go out for bid by that time. He had intended to take this item before the Community Development Committee, but because the application due date is February 15, 2013, Council action from their February meeting would not take place until February 18th. He stated that he had to be assured the City would be able to acquire the necessary tracts and easements for this trail. He learned in mid-January that will happen and he was confident in proceeding on the application and believed it will be built sometime this year. Staff recommended approval of Resolution No. 3987. Council President Stock moved to approve Resolution No. 3987 as outlined by staff. The motion was seconded by Mr. White and carried by a roll-call vote of 10 to 0.

BID TABULATION - Mining Sluice Rough. Director of Recreation Services Tony Cosby presented for consideration a bid tab-ulation for the purchase of mining sluice rough for the Deanna Rose Children’s Farmstead. It is a three-year bid. Staff was recommending awarding the low bidder, Sandy Creek Mining Company, at a yearly cost to the City of $39,900. Mr. Spears asked if the City made money on the mining sluice rough. Mr. Cosby answered yes. Council President Stock moved to accept the low bid from Sandy Creek Mining Company, for mining sluice rough in the annual amount of $39,900, as recommended by staff. The motion was seconded by Mr. White and unanimously approved. PUBLIC WORKS COMMITTEE REPORT Fred Spears, Chair Mr. Spears thanked the staff for their hard work during the negotiation process with KCP&L for the purchase of the City streetlights. That purchase will result in an annual savings of several hundred thousand dollars. STAFF REPORT BID TABULATION - Liquid Magnesium Chloride Solution.

Overland Park City Council Meeting February 4, 2013 Page 19 Director of Public Works Doug Brown indicated that staff was recommending accept-ance of the low bid from Scotwood Industries, Inc., for 30,000 gallons of liquid magnesium calcium chloride, in the amount of $33,600. Council President Stock asked why staff only received one bid. Mr. Brown replied that in this area, Scotwood Industries, Inc., is the main supplier for magnesium chloride and they were the only bidder. Trucking this product includes a major cost element. Scotwood Industries, Inc., are a local company. Mr. Spears moved to approve the bid tabulation for liquid magnesium chloride, as presented by staff. The motion was seconded by Mr. Lyons and carried by a vote of 10 to 0. BID TABULATION - Ice Control Sand. Mr. Brown stated that staff was recommending acceptance of the low bid from Holliday Sand and Gravel Company for 2,500 tons of ice control sand in the amount of $41,750. It is staff’s hope they will not have to purchase this product if the weather holds up, but the contract is necessary nevertheless. Mr. Spears moved to approve the bid tabulation for ice control sand, as recommended by staff. Mr. Lyons seconded the motion, which carried by a vote of 10 to 0.

ADDENDUM NO. 2 - OneRain Incorporated, for on-demand engineering services for Flood Warning Data Collection, Radio Transmission Systems and Base Station Systems Support in an amount not to exceed $47,700.

Mr. Brown indicated staff was recommending approval of Addendum No. 2 with OneRain Incorporated, for on-demand engineering services for Flood Warning Data Collection, Radio Transmission Systems, and Base Station Systems Support, in an amount not to exceed $47,700. Mr. Spears moved to approve Addendum No. 2, as outlined by staff. Mr. Lyons seconded the motion, which carried by a vote of 10 to 0.

ADDENDUM NO. 1 - David Ford Consulting Engineers, Inc., for additional Flood Warning Decision Support Services, in an amount not to exceed $99,905.32

Mr. Brown stated staff was recommending approval of Addendum No. 1, with David Ford Consulting Engineers, Inc., for additional Flood Warning Decision Support Services, in an amount not to exceed $99,905.32. Mr. Spears moved to approve Addendum No. 1, as outlined by staff. The motion was seconded by Mr. Lyons and carried by a vote of 10 to 0. RECOMMENDATIONS FROM THE PLANNING COMMISSION PLANNING COMMISSION CONSENT AGENDA

Overland Park City Council Meeting February 4, 2013 Page 20 SPECIAL EVENT PERMIT NO. 2012-711 - 8804 Grant. A special event permit is requested from April 19 through April 20, 2013, to allow a BBQ cook-off fundraiser for VFW Post 846. Application made by Jim Lilleston, representing VFW Post 846. SPECIAL EVENT PERMIT NO. 2013-23 - 7373 West 107th Street. A special event permit is requested to allow an externally-illuminated logo promoting the American Heart Association’s “Go Red” event from February 21 through February 28, 2013. Application made by Mary Ryan, representing Sunlighten, Inc. SPECIAL EVENT PERMIT NO. 2013-30 - 6100 Sprint Parkway. A special event permit is requested to allow various miscellaneous events throughout 2013 for the Sprint Corporation. Application made by Phillip Ozias, representing the Sprint Corporation. SPECIAL EVENT PERMIT NO. 2013-37 - 10500 Quivira. A special event permit is requested from February 4, 2013, through August 4, 2014, to allow a detached sign for Overland Park Regional Medical Center. Application made by Dean Carucci. SPECIAL EVENT PERMIT NO. 2013-40 - 9711 West 109th Street. A special event permit is requested from March 30 through April 30, 2013, to allow a pinwheel garden display, banner, and the Eilert Fountain dyed blue. Application made by Monica Enloe, representing the Kansas Children’s Service League. ACCEPTANCE OF RIGHT-OF-WAY - FINAL PLAT NO. 2012-51 - Mills Farm Twelfth Plat, vicinity of the southeast corner of 159th Street and Quivira. Application made by Phelps Engineering, Inc. The Planning Commission approved this item on January 14, 2013, by a vote of 9 to 0. ACCEPTANCE OF RIGHT-OF-WAY - FINAL PLAT NO. 2012-52 - Arbor View, First Plat, vicinity of the northwest corner of 179th Street and Antioch. Application made by Phelps Engineering, Inc. The Planning Commission approved this item on January 14, 2013, by a vote of 8 to 0. REVISED PRELIMINARY PLAN APPROVAL - Colton Lake Estates, 15332 Larsen. Application made by Steven W. Baysinger. The Planning Commission approved this item on January 14, 2013, by a vote of 9 to 0. FINAL DEVELOPMENT PLAN APPROVAL - Prairiefire Building No. 25, vicinity of the southwest corner of 135th Street and Nall. Application made by Merrill Co., L.L.C. The Planning Commission approved this item on January 14, 2013, by a vote of 8 to 0. SPECIAL USE PERMIT NO. 2012-28 - 9000 West 137th Street. A special use permit is requested for a five-year period of time to allow the renewal of a drinking establishment. This property is currently zoned BP, Business Park District. Application made by Ritz Charles. The Planning Commission approved this item for a five-year period of time on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3571. SPECIAL USE PERMIT NO. 2012-30 - 7465 West 161st Street. A special use permit is requested for a two-year period of time to allow a teaching facility as a temporary commercial use in an industrial district. This property is currently zoned PEC3J, Planned Research Development and Light Industrial District, Johnson County. Application made by Music House, L.L.C. The Planning Commission approved this

Overland Park City Council Meeting February 4, 2013 Page 21 item for a two-year period of time on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3572. SPECIAL USE PERMIT NO. 2012-31 - 10021 West 75th Street. A special use permit is requested for a two-year period of time to allow a commercial use in an industrial zoned district. This property is currently zoned M-1, Industrial Park District. Application made by Sea Holdings, L.L.C. The Planning Commission approved this item for a two-year period of time on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3573. SPECIAL USE PERMIT NO. 2012-32 - 7000 West 133rd Street. A special use permit is requested for a five-year period of time to allow the renewal of a drinking establishment. This property is currently zoned R-1, Single-Family Residential District. Application made by Deer Creek Golf Club. The Planning Commission approved this item for a five-year period of time on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3574. SPECIAL USE PERMIT NO. 2012-34 - 6976 West 152nd Terrace. A special use permit is requested for a ten-year period of time to allow a doggy day care. This property is currently zoned IP-1J, Planned Light Industrial District, Johnson County. Application made by Tails R Waggin. The Planning Commission approved this item for a ten-year period of time on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3575. SPECIAL USE PERMIT NO. 2012-35 - 5000 Hadley. A special use permit is requested for a three-year period of time to allow the renewal of a billboard. This property is currently zoned M-2, General Industrial District. Application made by CBS Outdoor, Inc. The Planning Commission approved this item for a three-year period of time on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3576. SPECIAL USE PERMIT NO. 2012-37 - 10316 Metcalf. A special use permit is requested for a five-year period of time to allow the renewal of a drinking establishment. This property is currently zoned CP-2, Planned General Business District. Application made by Jose Pepper’s, Inc. The Planning Commission approved this item for a five-year period of time on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3577. SPECIAL USE PERMIT NO. 2012-38 - 9501 Antioch. A special use permit is requested for a three-year period of time to allow a drinking establishment. This property is currently zoned CP-2, Planned General Business District. Application made by Polsinelli Shughart, PC. The Planning Commission approved this item for a three-year period of time on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3578. SPECIAL USE PERMIT NO. 2012-39 - 10720 Nall. A special use permit is requested for a five-year period of time to allow a mobile lithotripsy trailer three days a week. This property is currently zoned CP-O, Planned Office Building District. Application made by Polsinelli Shughart, PC. The Planning Commission approved this item for a five-year period of time on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3579. REZONING NO. 2012-12 - Vicinity of the northeast corner of 135th Street and Richards. Rezoning is requested from CP-O, Planned Office Building District, to RP-3, Planned Garden Apartment District, to allow a new apartment complex. Application

Overland Park City Council Meeting February 4, 2013 Page 22 made by Davis Development, Inc. The Planning Commission approved this item on January 14, 2013, by a vote of 9 to 0. Ordinance No. Z-3570. Mayor Gerlach opened the public hearing regarding items on the Planning Commission Consent Agenda. Upon receiving no comments, the hearing was closed. Mr. White asked that Special Event No. 2013-37 for Overland Park Regional Medical Center be removed for separate discussion so he could recuse himself from the vote. He serves on the applicant’s advisory board. Manager of Current Planning Leslie Karr asked for continuance of Special Use Permit No. 2012-28 for the Ritz Charles to the March 4, 2013, City Council meeting. Council President Stock moved to approve the Planning Commission Consent Agenda with the exception of Special Event No. 2013-37 and Special Use Permit No. 2012-28. Mr. Lyons seconded the motion, which carried by a roll-call vote of 10 to 0. Council President Stock moved to approve Special Event Permit No. 2013-37, as outlined. Mr. Spears seconded the motion, which carried by a vote of 9-0-1. Mr. White abstained from the vote. Council President Stock moved to continue Special Use Permit No. 2012-28, 9000 West 137th Street, to the March 4, 2013, City Council meeting. The motion was seconded by Mr. Spears and carried by a roll-call vote of 10 to 0. PLANNING COMMMISSION REGULAR AGENDA SPECIAL EVENT PERMIT NO. 2012-680 - 12345 College Boulevard. A special event permit is requested to allow a promotional banner on a building from January 7 through April 30, 2013. Application made by Emily Behrmann, representing Johnson County Community College. (Continued from the December 3, 2012, City Council meeting.) The applicant has requested this item be withdrawn. REVISED PRELIMINARY PLAN APPROVAL - West Park Center, vicinity of the north-east corner of 87th Street and Farley. Application made by Polsinelli Shughart, PC. The Planning Commission approved this item on October 8, 2012, by a vote of 11 to 0. (Continued from the January 7, 2013, City Council meeting.) Mrs. Karr indicated the applicant was requesting revised preliminary plan approval to allow modifications to the approved plan for an existing commercial center. West Park Center is located at the northeast corner of 87th Street and Farley. A public hearing is required as part of the consideration of this application. The primary reason for the revised plan was to add additional square footage for a pad site at the southwest corner of the property. The currently-proposed plan includes an increase in the allowed building area in the center to 102,185 square feet. During the course of the hearing with the Planning Commission and following a discussion with one tenant in the center, the screen wall that had been shown immediately south of the Catholic Charities tenant space has been relocated closer to 87th Street.

Overland Park City Council Meeting February 4, 2013 Page 23 Because the proposed improvements exceed 50 percent of the value of the center, Mrs. Karr stated the nonconforming aspects of the existing site are being brought into conformance with this proposal. Those upgrades primarily include parking lot improvements to include striping, additional islands, and some landscaping enhance-ments, including a shrubbery screen around the perimeter of the site. Trash dumpsters will be screened, as well as the AC rooftop units. She presented the landscaping plan that was submitted with the preliminary plan. It will be followed up with a final plan and some design details will be finalized with that application. Mrs. Karr presented the elevations that were submitted by the applicant, showing the proposed façade update. The Planning Commission considered this item at their October meeting. Catholic Charities spoke at the public hearing regarding parking and screening issues. Mrs. Karr believed the applicant had been in contact with Catholic Charities since that meeting and could report on those discussions. The Planning Commission voted 11 to 0 to recommend approval of the Revised Preliminary Plan, West Park Center, subject to stipulations a through k. Mayor Gerlach pointed out there were some changes to the wall on the conceptual drawing that covers the docks. He asked if that represented what the change had been since the review by the Planning Commission. Mrs. Karr answered no. She clarified it shows the screen wall adjacent to the building. The revision is to bring the wall out closer to the street. Mr. White was somewhat familiar with the typography and the street. He asked for the final height of the wall. Mrs. Karr was unsure if the wall height had been finalized. She assumed, since the wall is adjacent to the street, three to four feet would be the maximum recommended by staff. Mr. White pointed out that this was not a traditional loading dock and is a donation area. He asked if the purpose of the wall was to screen the donation activity. Mrs. Karr clarified the primary purpose of the wall is to screen the loading area. Mr. John Petersen, representative for the WESTPARK, L.L.C., Polsinelli Shughart, 6201 College Boulevard, recognized Mr. Jim Harpool, Director of Development for MD Management, who has responsibility for the commercial center. Representatives from Lutjen Engineering were present as well, who helped design the site plan. The architect for the project was present as well. Given the fact this project had been discussed for over a year and had been before the Planning Commission and Site Plan Review Committee numerous times, Mr. Petersen said the applicant has tried to address each and every issue possible. He stated that he took a sense of pride from a staff report comment that they have taken a center that is decades old and brought it into compliance to the extent physically possible to align with the design elements required by the City of Overland Park. The applicant has reviewed the stipulations and find them acceptable. With regard to the specific question regarding Catholic Charities, Mr. Petersen provided an illustration that depicted the new location for the screen wall. From an operational standpoint, Catholic Charities was somewhat concerned that the screen wall being placed in close proximity to the building wall would interfere with their day-to-day operations. The architect pulled out the wall and added some additional

Overland Park City Council Meeting February 4, 2013 Page 24 landscaping along the streetscape to serve the same function, but also provide Catholic Charities an area to collect their donations. He entertained questions from the Council. As a frequent donor to Catholic Charities, Mr. White pointed out that at times there is a stacking problem with cars unloading. He asked if staff was satisfied that this new plan would accommodate that occasional stacking. Mr. Petersen believed that was a primary concern of Catholic Charities, in that with the original proposed wall it was putting an obstruction in the driveway area. The applicant felt that by pulling the wall out toward the street it serves the primary focus of the shopping center owners, which was to screen that activity from the street and provide more area to assist with the occasional stacking concerns. Mr. White understood that the applicant and staff are on the same page at this time with the design. Mr. Petersen said that was correct. Mrs. Owens said she had not yet had the benefit of seeing the new wall installation, but asked if the traffic enters on the east side and proceeds forward to the west. Mr. Petersen said that was correct. Mrs. Owens said it is a real improvement. Mayor Gerlach asked if the proposed wall location met the Planning Commission and staff screening requirements. Mrs. Karr replied that she believed all parties were concerned that the tenant be able to function appropriately, so the change addresses that goal. Mayor Gerlach asked if it meets the City’s goal. Mrs. Karr answered yes. Council President Stock said he was under the impression that the parking lot was being replaced. He asked if the current parking lot was going to remain, or would it be scraped and reset. He assumed with the massive amount of landscaping involved with this plan would require a new parking lot. Mr. Petersen explained that the existing parking lot will be milled and overlaid. With the significant number of new landscape islands and new lighting, sections of the parking lot will be cut out and replaced. The entire parking lot will be milled and overlaid. Council President Stock said when the project is complete the parking lot will look entirely new. Mr. Petersen answered yes, along with the perimeter landing, a new sidewalk along Farley, and a new six foot sidewalk along 87th Street. Mr. Lyons asked for additional information with regard to the pad site and proposed restaurant, as far as timing, or if it was simply a future possibility. Mr. Petersen responded one issue referenced by staff was an increase in square footage. There was a pad site building located in the southwest corner previously. The new design would place the pad site building up as close to the street as possible when it is ultimately built. The concept building, at this time, is to construct the building and provide some street frontage with the landscape element as the sidewalks interface. When construction of a building would take place was a subject of the development agreement. The negotiated timeframe for the building construction is within 48 months, with the provision if it is not built within 48 months, the applicant will have the opportunity to come before the Council and present the circumstances. He said there is not a big demand for new pad site restaurant construction within the 87th Street corridor in this part of the City. With the upgrades and improvements to the center reflected on the site plan, the applicant believes as the market returns and matures and the complexion of the area continues to upgrade, that pad site will be developed. He said no one will build a spec restaurant building at that location. The

Overland Park City Council Meeting February 4, 2013 Page 25 applicant has two years to complete the main body of the center improvements. They believe that is fair timing to bring the corner building to fruition. Mr. Goodman moved to approve the Revised Preliminary Plan for the West Park Center, as stipulated. Mr. Hix seconded the motion which was unanimously approved.

________________ Mr. Goodman presented the Finance, Administration and Economic Development committee report concerning the West Park Community Improvement District.

ORDINANCE NO. CID-2982 – Authorizing the creation of the West Park Community Improvement District (CID) within the City; and authorizing the imposition of a Community Improvement District Sales Tax to be collected within such district (West Park CID).

Mr. Goodman stated that Ordinance No. CID-2982, authorizing the creation of the West Park Community Improvement District (CID) and imposition of a Community Improvement District Sales Tax to be collected within such district (West Park CID), was discussed at the last Finance, Administration and Economic Development (FAED) meeting. The committee voted 5 to 1, in favor of the creation of the CID. The opposed vote was cast by Mr. Hix. In lieu of attempting to characterize Mr. Hix’s thoughts, he felt Mr. Hix should personally express his concerns with regard to this project. Mr. Hix apologized to the members of the FAED Committee since they had already heard his concerns with this CID, but wanted his statement placed on record. He felt his vote was a free vote because, during the discussion, it was clear to him the motion was going to pass. That does not change the fact that he opposed this CID and plans to oppose it this evening. Mr. Hix expressed that the FAED Committee had a very interesting discussion on this item. At the conclusion, Chair Goodman stated that he had analyzed both arguments and determined they were both correct. He was in agreement with Mr. Goodman, in that there are good arguments for and against the approval of this CID. Mr. Hix believed the improvements at West Park Center will be good for the neighbor-hood. He felt no one could debate that the final development plan that was just approved will appreciate the neighborhood. The CID is a voluntary tax and no one has to pay it if they so choose. It will be a neighborhood tax since it is a neighborhood center. He believed the City needs to encourage redevelopment in its aging strip and shopping centers. CIDs are an opportunity for the City to do that. The City is not put at a financial risk by granting CIDs. One question may be what would happen if the City did not approve the CID. He took under consideration the risk of the owner/ developer if they did not do anything to improve what has already become an unattractive center. Mr. Hix felt the reasons just stated were a reason to vote yes on every single CID application received by the City in the future on aging shopping centers. None of the reasons he stated would not apply, as they would all apply to every CID application and would all improve the neighborhood and not put the City at risk. That raised additional questions to him. He wondered if the Council should ever deny a CID

Overland Park City Council Meeting February 4, 2013 Page 26 application or if there is a time they should tell the owners of these centers to do the responsible thing by maintaining and improving their property and do it without public subsidy. He asked if the City had any minimum standards that need to be met. The Council decided they did not want to set specific standards and wanted to judge each project on an individual basis. That makes it somewhat difficult for the Council, but he supported that idea. Mr. Hix inquired if the City was willing to grant a CID at virtually every aging strip center in Overland Park over time which would reflect an additional one-half of a percent, three-quarters of a percent, or one percent sales tax on all them. This City Council, particularly himself, had been very supportive of public assistance for the financing of redevelopment projects. He felt the entire Council took on the responsibility of recognizing that these projects would, many times, require public assistance. He listed a few past projects and noted what the City received for what they granted. For the southwest corner of 95th Street and Antioch, Mr. Hix said there was a brand new retail store sitting on the corner. It was guaranteed, signed, sealed and delivered. The Council approved the CID and a new store was constructed on that corner. For the southeast corner of 95th Street and Antioch, Mr. Hix said it is the same intersection, different corner. There was a complete scrape and everything was torn down. Total new construction went in, including a grocery store that was needed in that community. For the northeast corner of 95th Street and Quivira, Mr. Hix noted the complete scrape of the old building and the construction of a new building. For the southeast corner of 91st Street and Metcalf, Mr. Hix noted the complete scrape of an old building and new buildings built up to the street like the Council wanted. For the Oak Park Mall, Mr. Hix said the mall received a $19.3 million upgrade to a regional shopping center that is critical to this city and this region. That upgrade was provided with a one-half of one percent sales tax. Mr. Hix said in his mind, those were all major renovations. Referencing the West Park Center CID, he asked if the improvements are maintenance that should have been expected by the property owner in any case, or are they redevelopment. He asked if it was reasonable for owners to maintain and keep their properties at some appropriate level without help from the City. He asked if parking lots, signage, walls, facades, and new sidewalks were a redevelopment project or a remodel project. There is no guarantee of a new building being placed on this pad site, and Mr. Hix agreed with Mr. Petersen that there is not much market at this time for a new building to be placed on that site. There was no scraping of existing buildings and the parking lot was just going to be cleaned up and some nice signs placed on the facades. He did not feel a CID should be used for air conditioning. He inquired if 43 percent of the project cost was high for what is really a remodel. He might feel better about this project if it equated to 25 percent. These questions created cause for concern to Mr. Hix and he questioned if the benefits justified overriding the concerns.

Overland Park City Council Meeting February 4, 2013 Page 27 Mr. Hix did not have an answer to these questions. From the beginning of this project, he felt the property owner was not doing enough to justify a CID. He expressed those concerns early on in the preliminary discussions. Mr. Hix said he was not saying these things in an attempt to influence anyone’s vote this evening, because the entire Council has been allotted plenty of time to reach their level of comfort on this project. This was likely his last vote on a redevelopment CID, but his hope was in moving forward that this Council would individually and collectively give some very serious consideration to what standards, if any, need to be met before they approve CIDs. He remained a strong supporter of public/private partnerships for redevelopment and for greenfield development. Every CID and every public partnership is a gamble and he will vote no on this CID. Mrs. Owens said she appreciated everything Mr. Hix just shared, because the Council has wrestled with CIDs. A strong point was grounded for her in the decision that was made at 95th Street and Antioch, where there was tremendous decline in the existing stores that were in horrible condition. The City’s first TIF district was placed at that location, which was very controversial. At the same time, there were exposés being done on what was being done on the other side of the state line. She said the bottom line with the 95th Street and Antioch redevelopment was that the neighbors were so eager to make the change and lift up their neighborhood. With regard to West Park Center, Mrs. Owens said the neighborhood group stepped forward and said they had to see change. That was the compelling peg for her, because the circumstances were not ideal for this CID. She said it is also a catalyst in that area. The new QuikTrip being constructed on the southwest corner of 87th Street and Farley has a great presence. That intersection is close to the entrance to the western part of Overland Park. It looks as if life is returning to that area. She appreciated the thoughtful discussion and deliberation with regard to this project. She felt the Council needed to be careful with CIDs and what they give away, but they also want to trigger renewal in certain areas of the City, which is vital in the northern portions of the community. Mr. Janson left the chambers at 9:30 p.m. Regarding the very eloquent case that was made by Mr. Hix, Mr. Petersen said he would try to answer the question if the City should grant a CID for every shopping center in Overland Park. They all know well what the policy of the City is in terms of even getting to the first level of consideration for a CID. Someone has to step up and be willing to make a significant upfront capital investment to upgrade their property in terms of the market. He heard the word ‘maintenance’ said a couple of times this evening and had heard it alluded to over the 12 to 13 months they had been con-sidering this application. He had heard some of the Council voice that this shopping center owner has not maintained the property and is now asking the City to help bail him out. That is not true factually for this particular piece of property or many others throughout the City. There is not one maintenance item that the applicant would be allowed to be reimbursed for with these CID revenues. In terms of the maintenance of this property, Mr. Petersen said there was not an issue that this property had not been maintained up to and surpassing City code. He believed there was one issue months ago with the back parking lot where the delivery trucks came in with their loads. The City asked the owner to repair that back parking

Overland Park City Council Meeting February 4, 2013 Page 28 lot and within months they repaired it. This is not an issue of replacing HVAC systems that should have been maintained. It is not an issue of replacing an old roof. The development agreement specifically excludes the ability to be reimbursed for maintenance items. He said the word ‘maintenance’ becomes relevant in this discussion when they talk about maintaining neighborhoods. That was the premise when this discussion started and the premise why it is difficult to keep the neighbors coming to the public meetings. Mr. Petersen said the neighbors in this community are very supportive of this project, because they see the importance of taking a shopping center that was state-of-the-art when it was originally built and has been maintained over the years, but needs some assistance to modernize it and bring it to code. There is a risk involved for the developer, as there is to the City, because it is a pay-as-you-go project. Projected improvements equate to $3.7 million. The developer will only get paid for the costs that can be seen to modernize the center. They will not get paid until they keep a 50/50 private-to-public cost as they move through the project. Mr. Janson returned to the meeting at 9:33 p.m. Mr. Petersen said every set of circumstances should be considered when the Council considers a CID or a TIF district. He felt 95th Street and Antioch was a great example. However, those projects were done with TIF districts and was a request for public money that otherwise would go into the City coffers or the school district. That money was captured to help with those improvements and would not happen with this project. The projects that took place at 91st Street and Metcalf and 95th Street and Quivira were total scrapes. Mr. Petersen said when national retailers have an interest for certain locations, with help from a CID, the City can afford to do a total scrape. He felt using a CID at the project located at 135th Street and Metcalf was great public policy to help bring in new-to-market locales and are circumstances that make sense. It also makes sense in a corridor that, although well maintained, is getting worn and needs new vibrancy. Without a public/private partnership of 46 percent, it does not make economic sense to do the project and is what the CID was established for by the state legislature. He believed the City policy indicates that is the type of circumstances where CIDs are to be considered. Mr. Petersen said everyone involved in this project has been through a lot. The number of restrictions in the development agreement means the developer’s money will be spent along with the City’s money. The applicant is asking for the Council’s approval of this CID, and he believed it was a good set of circumstances for a public/private partnership to address this part of the City. Mr. Richard Collins referred to page No. 4, paragraph 2.01, subsection G of the redevelopment agreement pertaining to the HVAC equipment. It reads, “Replacement of approximately half of the existing HVAC equipment.” He asked if that would not fall under maintenance. Mr. Petersen explained that the applicant cannot use CID dollars for those expenses. Those expenses will be part of the private investment, in terms of the overall development of the center. Mr. Collins referred to Ordinance No. CID-2982, Exhibit C. It outlines the project description and lists a number of items, including screening, signage and exterior

Overland Park City Council Meeting February 4, 2013 Page 29 furniture. It goes on to reference sanitary sewer, storm sewer and building HVAC equipment improvements. He asked if that would be part of what the CID would cover. Mr. Petersen referred to Exhibit F. Mr. Collins asked if that was part of the agreement. Mr. Petersen answered yes. He noted the description and line item cost. The column entitled ‘CID’ lists the items for which the applicant would be allowed to be reimbursed. He presented Exhibit F on the overhead and pointed out the line items representing the overall improvements that would be made. The columns were entitled “CID Project,” “Private Investment,” and “Total Investment.” These total $3.652 million for the entire project, and he noted $2.79 million of private investment. The line items that total $1.573 million list the items not eligible for reimbursement and include sanitary sewer, HVAC, and roof replacement. Mr. Collins asked if $250,000 was 50 percent of building HVAC and is all of the HVAC that would be replaced. Mr. Jim Harpool, director of development, MD Management, explained the situation with the HVAC. Over the years, the owner has replaced approximately half of the units because they are over 20 years old. They examined all the units, determined which ones had been replaced and those that require replacement over the next few years. The replacement cost is the $250,000. Mayor Gerlach stated that Mr. Petersen probably understands the CID statute as well as anyone in the State. He noted that Mr. Petersen said the CID makes sense. He asked when it would not make sense for the City to invest in a neighborhood for redevelopment purposes. Mr. Petersen believed there could be a set of circumstances where a project could, on its own with no extenuating circumstances, be viable. It could be a redevelopment or a greenfield development. If someone simply came to the City who had a good center, good national tenants, good market conditions, and not proposing anything significant then he believed that would be one example of when a CID would not make sense. The City policy is very clear. The Council looked at this policy when he filed this application. Mr. Petersen said there are two ends to the continuum. One could say 135th Street and Metcalf is the City’s best retail corner. There are no better sales per square foot inside the City of Overland Park than from 135th Street and Metcalf. He asked why the Council would approve a CID at that location. He said he was not criticizing the Council for approving a CID for that location and believed it was a very smart move on their part. Moving north into the City, the situation turns to the other end of the barbell which is what the policy states. There is still some good retail in the area of 91st Street and Metcalf, but it takes something more to wipe out the old buildings. They wiped out the old buildings because there is a retail market to replace them with new buildings with CID assistance. He said if buildings are torn down at 87th Street and Farley, it will become a field and take quite some time to get anything new rebuilt. If the Council does not approve the CID at 87th Street and Farley, Mr. Petersen said they will wait a long time for the West Park Center to get modernized. They will go through more generations of Cigarettes for Less and Payday Loan facilities. He said if the Council wanted to put it in the gradation of economic development, a TIF district speaks to blight or one step before blight with a conservation district. A CID goes to vertical improvements, as opposed to a TDD which is only horizontal improvements. He believed this location needs some help before it reaches the point of blight or a conservation district.

Overland Park City Council Meeting February 4, 2013 Page 30 Mr. Petersen believed one set of circumstances that would not fit neatly into the two categories he just described would be if someone did not have a unique retailer and wanted to open up at 135th Street and Metcalf and asked the City for a CID. Mayor Gerlach asked if a complete scrape and rebuild took place at 95th Street and Metcalf, how long would those stores last. Mr. Petersen asked the Mayor if he meant the buildings or the tenants. Mayor Gerlach replied the buildings. Mr. Petersen said the buildings could remain for 30 or 40 years. Mayor Gerlach asked how long the redevelopment at 87th Street and Farley could hold West Park Center to be sus-tainable and not require any additional assistance. Mr. Petersen could not predict how long the center would hold up, but believed the parking lot system and irrigated landscaping would set the parking lot up in terms of green space. It will have a more modern lighting package, bring in the streetscape along the street, and sidewalk sizes to City preference, as well as set the stage to bring a building up to the corner when the market opportunity presents itself. Mr. Petersen said approval of a CID for West Park Center will bring it up to meet today’s standards. If someone builds a new shopping center in accordance with City standards, it’s anyone’s guess how long it will be viable to the market. He said West Park Center may remain aesthetically pleasing to people, but not meet City standards. Mayor Gerlach said if it is aesthetically pleasing to people walking by the center, maybe it should receive be TIF district to bring in brand new buildings that will last 30 more years. He asked what the City will receive from this center for a CID redevelop-ment. He asked if the applicant will come back before the Council in five years saying they couldn’t make it and need more assistance with a TIF district this time and scrape the entire property. Mr. Petersen said he was not avoiding the Mayor’s question, but would doubt that would happen. A TIF district is not magical, nor is a CID. The owner could scrape the entire property and the City could grant a TIF district, but if they scrape the building, the owner cannot build anything new if a tenant is not in place. A TIF district would not fix the situation if sales are not being generated. That is the balance that neighborhoods and areas get into. Mr. Petersen said West Park Center is nearly full at this time. There is rent flow and sales flow. He believed this property was perfect for CID approval. A CID will improve the property. He said the contract is ready to be let and the owner is ready to bring this center up. The people in the library district are excited about what they are trying to do and ready to start revitalizing their neighborhood. Mayor Gerlach agreed with Mr. Petersen than this type of property is what the CID should be used for. He clarified that he is not looking for an entire scrape, but wants the best thing for the City. He questioned this CID at 43 percent which seemed high to him and wondered if it was really necessary to go that high for this project. Mr. Petersen believed the CID at 95th Street and Quivira was approximately 28 percent, as well as what was approved for 91st Street and Metcalf. He said there is no carry cost for West Park Center or net present value of money. He believed the projection was 18 to 19 years to receive back the $1.5 million. They will spend almost all of that money within the next two years, but it will take 18 years to get it back. The sales from Habitat for Humanity and Catholic Charities are one reason that justifies a higher percentage with this CID. Bringing in a Wendy’s and Chipotle restaurant like at 91st Streetand Metcalf, will bring the investment back much quicker. When the investment comes back quicker, the economics work to make the CID a lower percentage against overall cost. Given the circumstances with West Park Center, he believed 46 to 48 percent is very fair. Those other areas will receive $30 rents and West Park Center receives $8 rents.

Overland Park City Council Meeting February 4, 2013 Page 31 Mr. Petersen said none of the existing tenants will be thrown out of West Park Center. Today’s market commands $30 rents and if that happens at this center, it will have been a good investment by the City and will mean vitality has reemerged. He thanked the Council for all the time they spent on consideration of this CID. Mr. Spears stated he has thought a lot about this CID and has been more persuaded by Mr. Hix’s position than anything else he has heard. Primarily, after review of Exhibit F and its maintenance list, even though the items may be capital investments, he believed they were still maintenance items with regard to asphalt, signage, and landscaping. In order to be competitive in any retail-type environment, he said these centers need to stay updated and fresh. If the owners of these centers do not maintain these properties to appropriate standards, they allow themselves to slide, and he believed that is what happened with this center. He looked at Community Improve-ment District as a term and said they are improving this center, but merely trying to get it back to City standards. He will not support the motion for approval. Mr. Goodman stated both sides of the issue are correct, but it is simply a question of where they land. This CID has been referred to as establishing a low bar for a Community Improvement District. He believed that raises the question of what the statute anticipated. He accessed the appropriate statute and noted that in Section 12-6A01 it defines what ‘to improve’ means. The statute states that ‘to improve’ means to construct, reconstruct, maintain, restore, replace, renew, repair, install, equip, extend, or otherwise perform any work which will provide for a new facility, or enhance, extend, or restore the value or utility of an existing facility. Mr. Goodman felt to insinuate that somehow the CIP statute does not permit CID revenue to be utilized for maintenance is not consistent with the way the statute is written. The statute explicitly provides for these funds to be used for maintenance. After reading the statute, Mr. Goodman tried to find any clues as to what the intent of the legislature might have been in creating this tool and could not find any. The statute did not imply there should be a finding of blight or there had to be a scrape off or findings of a conservation area. It indicated that this tool can be used for the reasons he read earlier. He did not find anywhere that the statute precluded the City establishing guidelines relating to when this tool should be utilized. It led him to ask a question. If a CID not used in this project for the improvements contemplated, should CIDs be utilized to finance greenfield developments in strong economic corridors. The City has done this time and again. It is the opinion of Mr. Goodman, that CIDs are an appropriate tool in either greenfield or redevelopment projects. He believed that CIDs take on a special importance in the redevelopment and maintenance of older areas and should be given the benefit of the doubt when utilized in these areas. It has been argued that utilizing a CID in a case like this encourages property owners to defer routine maintenance and he believed this is a legitimate concern. It was his belief that the owners of this project have, perhaps, long deferred routine maintenance whether in anticipation of using a CID, or for another reason. It raises the question if the property owner should now be rewarded by requiring taxpayers to fund their deferred maintenance. He said his gut tells him that he really does not want to reward someone for not doing the job they should have been doing all along, but given the fact that this Council has yet to significantly restrict the use of CIDs, he believed this proposal should be evaluated in light of the existing policy, protocol, and history and not in light of some policy they

Overland Park City Council Meeting February 4, 2013 Page 32 craft that will relate to projects moving forward. He found that inherently unfair. The Council said a CID was necessary to make Corbin Park and Scheels happen, but with one of the first opportunities they have to look at using a CID for perhaps its highest and best use, which is to sustain one of the older shopping centers, all of a sudden they are saying there is a problem. Mr. Goodman believed there were other reasons to support this request. One is the 87th Street corridor and specifically West Park Center, which are excellent examples of where a CID can produce the biggest payback. He said West Park Center is an anchor scale development in this corridor and could serve as a catalyst for other redevelop-ment. Secondly, the CID has been carefully crafted by City staff to require timely performance, including construction of a new pad site. He believed that was important. Staff has directed a maximum of 48 months to complete the redevelop-ment and if that is not possible, the property owner is directed to come back before the City to show cause. One thing the Council could do at that time is withhold future payments if the project timelines are not met. Mr. Goodman said he plans to vote for this proposal with the following caveat. This Council and future Councils need to construct a policy and send a message to property owners, moving forward, that they expect them to take to care of their properties. That includes parking lots, HVAC, and roofs. With that said, the Council will most likely not be receptive to the future use of CIDs to fund what can reasonably be described as routine maintenance. CIDs should be utilized only in those instances involving demolition, replacement of existing buildings, construction of new buildings, construction of significant public amenities, major façade improvements, securing an anchor tenant, etc., and similar to what happens on the two corners of 95th Street and Antioch. He said that would be going forward and if it is the policy the Council decides to establish. He believed that retroactively to apply restrictions to the use of a CID in West Park Center is inherently unfair compared to all of the other areas in the City that have been granted CIDs. The Council seemed to accept on face value that Prairiefire would not happen if they did not receive a CID. He believed that is what they were being told with West Park Center. The redevelopment would not happen if they do not receive a CID. If West Park is not granted the CID, they will be left with a center subject to further deterioration and the likelihood that whatever retail tenants come and go in the area amy be the Cigarettes for Less and pawn shops, which are already plaguing this corridor. He said if the Council truly believes that perhaps a more intended beneficial use of a CID is to make an area like West Park Center at least viable, he would encourage them to consider supporting this request. Mayor Gerlach acknowledged that this Council chose not to put together a CID plan, so any comments made by the councilmembers are personal, which is fine. There is nothing wrong with any of them on the Council making a decision based on their own personal decision. He wanted that clarified. With regard to Exhibit F and given his reading of the statute, Mr. Goodman said the applicant’s decision to not include sanitary sewers, HVAC, and roof replacement in reimbursable costs was strictly voluntary. He pointed out that they are in fact reimbursable costs under the current statute. Mayor Gerlach said those things are all negotiated between staff and what staff believes this Council will approve. The Council will make their own decisions on the restrictions. He said if six members of this Council choose to restrict something this evening, that is what will happen and would not matter if it was included in the statute.

Overland Park City Council Meeting February 4, 2013 Page 33 Mr. Lyons found tonight’s discussion to be very interesting, because he has struggled with many of the questions voiced by his fellow councilmembers. He agreed with a lot of what both Mr. Hix and Mr. Petersen said earlier. Mr. Dunning expressed his opinions earlier and he does not agree with a lot of what he said, but appreciated the fact that he raised those issues. He will support this proposal for the West Park Center CID, because he believed it is important to the neighborhood. He believed 87th Street needs a facelift and was convinced that without implementing the CID, that particular piece of property would continue to struggle in terms of being an environ-ment that would encourage improvements into the neighborhood. Mr. Lyons struggled with Mr. Hix’s earlier question of which CIDs the Council might not approve. He was unsure of what he personally would not approve. It seemed to him the City was approving quite a few of these CIDs, and he was concerned that by doing this there are pockets throughout the City where they have in effect raised the sales tax. That creates an environment that makes it more difficult for the City to have options into the future to potentially use a sales tax for citywide improvements that would be public in nature. Despite that concern, he believed a CID for West Park Center would be a valid use, and he would support a motion for approval. Mr. Janson said a no vote from Mr. Hix would matter, depending on the Council count. He believed this is an important project for the 87th Street corridor. The library district, which is part of the Neighborhood Conservation District program, has been very involved with this effort. He did not believe West Park Center was well maintained, but did not think the Council would want to rename the CID the Community Remodel Development. In the future, he believed the Council needs to take a stronger look at these developments. He was aware of two strip shops in his ward that have been remodeled and refaced, and the Council did not hear from those property owners, other than their request for a building permit. As Mr. Janson mentioned during the discussion on Scheels, the statement always interests him when it is said that ‘it doesn’t make economic sense unless we have it.’ The next time a CID proposal is before the Council, the first document he wants to see is a spreadsheet that tells him why it would not work and the return on investment. He said the return on investment better not be 12 percent, because if someone wants that type of a return they should have been involved in the stock market last year. He had similar concerns as pointed out by Mr. Hix, but felt it was important to move forward with this CID. If the City has any structure that has not been maintained, Director of Planning and Development Services Messer has staff that work in property maintenance that could take care of the situation. The City will know if a property is maintained, because Mr. Messer’s staff will be requested to investigate, which he believed they did at West Park Center. If he recalled correctly, staff presented a report on West Park Center that was not stellar. He believed this is an important project, and he will support a motion for approval. Mr. Curt Skoog moved to approve Ordinance No. CID-2982, authorizing the creation of the West Park Community Improvement District (CID) within the City. The motion was seconded by Mr. Janson. Mr. Skoog noted that he and Mr. Hix discussed West Park Center in the committee meeting. He appreciated Mr. Hix’s passion and said he is very thoughtful with regard to these types of issues. He wished his speech that pertained to 91st Street and

Overland Park City Council Meeting February 4, 2013 Page 34 Metcalf had been as eloquent as Mr. Hix’s speech on this property. It was his belief that the 91st Street and Metcalf project did not reach the bar to require a CID. Mr. Skoog contemplated the idea that the City is spoiled to some extent. He said all of the councilmembers may not get a chance to see the different parts of this city on a regular basis to view its condition, situation, and economic position. To put things into perspective, the Scheels proposal is $86 million of CID sales tax which is a lot of money. West Park Center is $1.5 million. When percentages come into play, they can get somewhat confusing when decimal points are moved around. He felt West Park Center was the type of project the CID was designed for and staff had done an excellent job negotiating commitments. For the $1.5 million the CID will provide, the property owner is putting in over $2 million and must spend $3 million upfront to collect this money over the course of 18 years. He was confident that was not an attractive payback. Mr. Skoog felt many communities in the metropolitan area would be happy to have a property owner spend this type of money on a project that did not have a grocery store or restaurant, but has non-for-profit tenants. This property owner is willing to step up and invest in this project and he believed it says a lot for their integrity. He was sure the property owner had hopes that tenants might turn and things might get better in this center. People cannot drive that section of the 87th Street corridor and say it is not in trouble. The library could easily move from this area if they do not want to be surrounded by the existing strip centers. If the library were to move, it would be a big loss for the neighborhoods in that community. He was pleased that the neighbor-hoods are supportive of this CID and envision the impact it will make to the community. He was in support of the CID. Mr. White said he had looked at this project somewhat differently than some of his colleagues. After reading staff comments he had decided to vote against the CID. His main reason was because there are a couple of very unique tenants in the West Park Center, one being the Catholic Charities, which is a very large operation. If the Catholic Charities operation was not happy, he believed it said a lot about the project and its organizers. He had been assured that the objection, which was strong, has now been resolved. He listens faithfully to Mr. Hix all the time, because he is always right on with a good point and has often taught him that, as a councilmember, he has to watch out for unintended consequences. One of the unintended consequences in this instance is if they did a scrape/rebuild at this location, the Catholic Charities operation would not be able to return. They would not be able to afford the new rent. He was unsure of the rent rolls on this property, but could not imagine Catholic Charities was paying full market value for Class A or Class B space. They are paying discounted values which impact the return on investment. Mr. White felt it would be contradictory to say the City will not provide the property owner with any assistance, but at the same time want the Habitat for Humanity and Catholic Charities operations in place. He wanted the Council to have an overall philosophy but was on the losing side of that argument. Otherwise, the Council would end up on a case-by-case basis, and it is hard to be consistent. The percentage of the subsidy bothers him. The subsidy the City has provided to Prairiefire and Corbin Park bothered him, because those are greenfield projects and West Park Center is a redevelopment. He had no problem with the level of subsidy, especially when looking at the amount of dollars involved in this project.

Overland Park City Council Meeting February 4, 2013 Page 35 Mr. White remembered when West Park Center was built. It has always been a second tier shopping center, even when the grocery store was in operation. The center has always had a troubled history. It used to have an Arby’s where the pad site is intended, and it was not a success. This neighborhood is called the library district, which is ironic because the library that exists today was the reuse of an old abandoned building. He believed this was the start of what West Park Center needs to be. With the recent construction of the new QuikTrip, if they spruce up West Park Center, the City might actually see this corner of the City do better than ever before. He believed that is the definition of revitalization. The residential area north of the center is one area of the City that has gone downhill and is reflected in the school populations. The student body at Shawnee Mission West High School is a totally different student body than in the past. It is much more diverse and much more disadvantaged. Taking this step to approve a CID for West Park Center may seem to some as if they are pushing the boundaries, but Mr. White believed it is worth the risk to bring economic vitality to this neighborhood. He will support approval of a CID. Mr. Collins said in all the years he sat on the Planning Commission and in his two years he has sat on the City Council, this application evoked a lot of conflict for him. He appreciated the applicant trying to make something of this particular piece of property, because it is tired and in a more mature portion of the City that is in need of help. When he came into tonight’s meeting, he was looking for an argument that would encourage him to decide yes or no on this issue. Everything he had heard this evening, from Mr. Hix, Mr. Goodman, and the rest of his colleagues had made his decision harder. There are arguments on both sides that one could conceivably make a decision on. The Council operates on a balancing act. He tried to find something that would tip the scale one way or the other on this issue. After review of the City’s policy manual, which is a document that was created long before Mr. Collins came to the Council, it seems the initial threshold is if it is in the best interest of the City to create the CID. If that is the case, they have to meet one of the four other criteria, which he believed the developer will probably meet, which is to promote rejuvenation and/or redevelopment within the City. He asked if they have met that initial threshold and answered probably. As was pointed out by Mr. Hix, the Council should not be surprised if the property owners that sit on the other side of 87th Street and Farley that are positioned next to the library approach the City with some sort of redevelopment request. Regardless of the percentage of the CID, Mr. Collins believed the scale tipped in favor of the motion because of the area of the City, and because of the amount of dollars it entails. He was not happy with a 43 percent CID, but because of the nature of the development and the area involved he will, with some reluctance, support the motion. Mayor Gerlach stated no matter how the vote comes out this evening, he asked staff to go back to the FAED Committee and come back with a policy. The Council chose not to do that and he challenged them to create a policy so this type of discussion did not return. He encouraged staff to look at their sister cities that have developed policies on a CID. The Council could then develop a policy to give direction to the development community of what is and what is not allowed. There is still flexibility in the current policy, but the councilmembers are telling each other they are making decisions,

Overland Park City Council Meeting February 4, 2013 Page 36 based on things he did not believe they all agreed upon. He believed they should be working off a definitive policy. The motion carried by a roll-call vote of 8 to 2. Mr. Hix and Mr. Spears voted no. RESOLUTION NO. 3988 – Approving the execution and delivery of a Redevelopment Agreement with 5SC – WESTPARK, L.L.C., relating to the construction of certain improvements in a Community Improvement District (CID) at the northeast corner of 87th Street and Farley (West Park CID). Council President Stock moved to approve Resolution No. 3988, for the execution and delivery of a redevelopment agreement with WESTPARK, L.L.C. The motion was seconded by Mr. Skoog and carried by a unanimous roll-call vote. OLD BUSINESS No report. NEW BUSINESS No report. ADJOURNMENT Mr. White moved to adjourn the meeting at 10:23 p.m. Mr. Lyons seconded the motion, which carried by a unanimous vote. Minutes transcribed by Cindy Terrell.

________________________________ Carl Gerlach, Mayor

ATTEST: _____________________________________ Marian Cook, City Clerk