TOWNSHIP OF ABINGTON BOARD OF COMMISSIONERS MONTGOMERY COUNTY, PENNSYLVANIA

APPLICATION OF BAEDERWOOD LIMITED PARTNERSHIP --Wednesday, October 14, 2009 Commencing at 7:30 p.m. --Abington Junior High School 2056 Susquehanna Road Abington, Pennsylvania --BOARD MEMBERS: CAROL DIJOSEPH, Chairperson STEVEN KLINE ROBERT A. WACHTER MICHAEL OCONNER JOHN J. OCONNER WAYNE C. LUKER ERNIE PEACOCK DENNIS ZAPPONE JAMES H. RING WILLIAM J. LYNOTT CAROL E. GILLESPIE LORI A. SCHREIBER JOHN CARLIN ---

COUNSEL APPEARED AS FOLLOWS: ROBERT REX HERDER, JR., ESQUIRE Solicitor for the Township MARC B. KAPLIN, ESQUIRE for the Applicant --ALSO PRESENT: LAWRENCE T. MATTEO, JR., CODE OFFICER THOMAS CONWAY, TWP. MANAGER MICHAEL NARCOWICH, TWP. PLANNER {Actually, Mr. Narcowich is employed by MontCo.RBS} ---

INDEX _____ Witness _______ CHARLES L. GUTTENPLAN DAVID J. MINNO FREDERICK SNOW --Community Witnesses {generated by RBS} Louis Mifsud, Ph.D.,1315 Washington Lane, Rydal, 19046 Ralph Friedman, 1420 Hunter Road, Rydal Paul Aloe, 1259 Cox Road, Rydal Mike Stewart, 1921 Harte Road, Rydal Toto Schiavone, 1115 Rydal Road, Rydal Philip Laska, 1204 Rosemont Lane, Abington, 19001 Joseph Dratch, 1186 Mill Road Circle, Rydal Mary M. Einhorn, 1175 Timber Gate Drive, Rydal Earl Vollmer, 1511 Susquehanna Road, Rydal Sandi Philips, 1920 Sharon Road, Meadowbrook Carson Adcock, 1714 Brook Road, Rydal 78 80 87 89 94 103 105 108 110 113 118 Page ____ 21 30 50

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4 BAEDERWOOD LIMITED PARTNERSHIP MS. DIJOSEPH: Good evening. Were the Township Board of Commissioners. We would like to welcome you to this hearing tonight for the Baederwood Limited Partnership. Before we begin the actual meeting, I would like everyone to rise and solute the flag, please. I will read a statement to you. This may answer some questions about our procedure for this evening. That is a public hearing on the petition of Baederwood Limited Partnership for a zoning ordinance text amendment and zoning map amendment. Baederwood Limited Partnership owns three parcels of real estate located in Ward 7 of the Township identified as tax parcel numbers 30-000-66644-007, 30-00-66636-006, and 30-0066652-008. Two of the parcels front on the Fairway and the third parcel lies to the rear of the first two parcels. The property owner has petitioned to have all three properties rezoned to a new zoning classification to be known as the Baederwood Shopping Center Redevelopment District,

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5 BAEDERWOOD LIMITED PARTNERSHIP BSCRD for short. Two draft ordinances are attached to the petition. The first ordinance, Number 1984, would create the new BSCRD District and establish regulations governing the District. The second ordinance, Number 1985, would amend the zoning map to rezone the three parcels to BSCRD. This evenings public hearing will be conducted as follows: First, Mr. Kaplin, who represents Baederwood, will present Baederwood Limited Partnerships case. At the conclusion of Mr. Kaplins questioning of his witnesses, the Board of Commissioners may have questions for the witness. After the Board has finished, members of the public may ask questions of these witnesses. This will not be a time for making statements or arguing with the witnesses, however. Please keep any questions short and to the point. After Mr. Kaplin has finished presenting the property owners evidence, we will take statements from those in favor of adopting the ordinances and then those opposed to adopting the ordinances.

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6 BAEDERWOOD LIMITED PARTNERSHIP I want you to know before we get started that the room is only rented, if you will, from the School District until ten oclock. So we would like to, with that in mind, make sure that we budget our time. So when any of you do want to come forward and make a statement or ask a question, I would ask that you always remember what Shakespeare said, brevity is the soul of wit and redundancy is unnecessary. If other people are saying the same thing, then it just becomes redundant and takes up more time. So, having said all of that, if theres anybody on the Board that wanted to add anything at this time? I think then I will turn the procedure over to Mr. Kaplin. MR. MATTEO: Madam President, if I may, why dont we take the roll so we have it on the record? MS. DIJOSEPH: Certainly. MR. MATTEO: Wachter? MR. WACHTER: Here. MR. MATTEO: Peacock?

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7 BAEDERWOOD LIMITED PARTNERSHIP MR. PEACOCK: Here. MR.MATTEO: Ring? MR. RING: Here. MR. MATTEO: Screiber? MS. SCHREIBER: Here. MR. MATTEO: Zappone? MR. ZAPPONE: Here. MR. MATTEO: Luker? MR. LUKER: Here. MR. MATTEO: Lynott? MR. LYNOTT: Here. MR. MATTEO: Gillespie? MS. GILLESPIE: Here. MR. MATTEO: Benzak? (No response.) J. OConnor? MR. OCONNOR: Here. MR. MATTEO: Kline? MR. KLINE: Here. MR. MATTEO: Carlin? MR. CARLIN: Here. MR. MATTEO: Michael OConnor?

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8 BAEDERWOOD LIMITED PARTNERSHIP MR. OCONNOR: Here. MR. MATTEO: Myers? (No response.) MR. MATTEO: Madam President? MS. DIJOSEPH: Here. MR. MATTEO: Thank you. MR. KAPLIN: Thank you. Excuse me. My name is Marc Kaplin, and I represent Baederwood Limited Partnership. And I apologize for my back to the audience, but its very difficult to do it otherwise. THE AUDIENCE: May you speak a little louder? MR. KAPLIN: Thats the first I have been accused of being too quiet. But thank you, I will try. One comment up front. Im going to try and do this without question and answer. Were going try to do this more in narrative form. I think it will be more coherent, and that it will take less time. So I will be glad to have my

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9 BAEDERWOOD LIMITED PARTNERSHIP witnesses sworn, if thats your choice. I really have two people that are going to participate with me in the presentation; Dave Minno, our architect, and Charlie Guttenplan, our planner. Craig Snow is here, if there are any questions. We have our traffic engineer and our civil engineer also, if there are really any questions. I do not expect to call them as witnesses. So, to get started, let me say, from my clients point of view, its been a long process getting to this point. Im not quite sure why, but it is what it is. And its been four years since my client purchased the property and first started to talk about its redevelopment. I will say this. We are very pleased to have this opportunity to be in front of the Board of Commissioners with regard to this project to get to you inasmuch detail as we can in a couple of hours what we propose. However, I would like to take a few minutes to explain to you the history of this matter and how we got here. And I want to say that I want to emphasize how important the history is, because we are here for

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10 BAEDERWOOD LIMITED PARTNERSHIP the purpose of our request for a discretionary amendment to your ordinance. But we got here through a process, and I think its important for everybody to understand. Im sure that youre all familiar with the Baederwood Shopping Center. Its an older strip center adjacent to the Fairway that was constructed in phases over the last forty to fifty years. Today the shopping center contains approximately 111,000 square feet. As you all know, its anchor is the Whole Foods Supermarket which has a long-term lease. The existing shopping center is located on the front ten acres. Its really two of the three parcels that were described by the President. There is an additional eight acres to the rear. The property in the rear, the eight acres, is zoned R-1 and is not developed. And so that we can show this to everybody, David, could we have the aerial photograph? And Im sure that everybody in the room is familiar. Heres the shopping

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11 BAEDERWOOD LIMITED PARTNERSHIP center. The red, sort of rectangle, is the ten acres. The part in the back is the eight acres. The front part is zoned Planned Business, which we will get to later, which allows a broad range of uses. The eight acres is zoned R-1. None of the surrounding properties are zoned R-1. Approximately, four years ago, Baederwood first approached the Township with the concept -- with a concept for the redevelopment of the shopping center as a mixed use, pedestrian oriented, town center type of project which Brandolini at that time believed was consistent with the objectives of the comprehensive plan. I believe at that time the comprehensive plan was your comprehensive plan of 1992, and, as far back as that plan and consistently since that time, the Townships comprehensive plan has indicated that a mixed use development is the appropriate and desired type of redevelopment for this property. The original proposal that was made was for approximately 227,000 square feet of retail, office and restaurant use together

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12 BAEDERWOOD LIMITED PARTNERSHIP with, approximately, 500 apartments. This plan was discussed at several meetings with both representatives of the Township and Township residents and concerns were raised about the density of the residential development that had been proposed. After many meetings, and I wont bore you with a list of them, over a period of years and many revisions to the proposed plan, Brandolini presented another plan to the Township. This one scaled back the mixed use project to, approximately, 168,000 square feet of retail, office and restaurant space and 266 apartment units. This plan was also discussed at several meetings with both representatives of the Township and with -- and in an April, 2008, Planning Commission meeting. Now, at the April, 2008, Planning Commission meeting, we believe that my client demonstrated that the proposed mixed use development was consistent with the Townships then recently adopted 2007 comprehensive plan. Ive read the minutes of that meeting. I was not

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13 BAEDERWOOD LIMITED PARTNERSHIP there. But I think, in broad brush, the minutes indicate that Brandolini was encouraged to proceed with a mixed use plan. However, before Brandolini proceeded with the zoning amendment to allow the residential portion of the proposed mixed use development, we wanted to at least get started, and I think this is very important, at least get started with the redevelopment or with the first phase of the redevelopment of the overall center by renovating and retenanting the existing shopping center. In that, David, could I have another plan that shows the buildings, please? Yeah. Okay. In that context, Brandolini proposed to expand the existing two-story mixed use building, which I believe is the one on the left, which is only fifty feet deep and cannot accommodate most retail tenants. Brandolini proposed to extend that building toward the rear. And that would require that the existing parking spaces in the rear of the building to be

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14 BAEDERWOOD LIMITED PARTNERSHIP relocated. Those spaces were being used by the office tenants. In order to move the parking back, Brandolini submitted an application to the Zoning Hearing Board to allow it to move forward with the parking in the back, into the R-1 District part of the undeveloped property. However, even in our minds, this relatively minor application was met with great opposition by an organized group of residents, and it became apparent that that group was going to oppose any change proposed by Brandolini. Therefore, Brandolini chose to withdraw that application. And I think its fair to add that in meeting with civic groups, there was an impasse reached. Things different than that night have been said to you, but there was a desire to dictate what kind of tenants, who the tenants were and where they could locate it and what their size was. And, quite frankly, that doesnt work in the real world. So when this happened, Brandolini was pretty much left between a rock and a hard place. The existing Planned Business

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15 BAEDERWOOD LIMITED PARTNERSHIP Zoning, which is what the shopping center is, thats the district that its in. While the PB allows all of the uses that Brandolini proposed within the mixed use development, the existing PB Zoning does not allow or facilitate on this property renovation or improvement of the existing buildings within the shopping center, and the R-1 zoning of the rear eight acres pretty much leaves those eight acres infeasible to develop. And, therefore, absent some change in the zoning, the existing, outdated shopping center will just have to continue and probably decline. Brandolini ultimately reached the conclusion that it had no choice but to challenge the constitutionality of the zoning, the R-1 zoning of the rear eight acres. And on January 27th, I filed a challenge to the zoning of the eight acres in the rear as both spot zoning and arbitrary and irrational zoning. Now, were not here tonight, and Im not going to go into the merits of that, but I think its important that everybody

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16 BAEDERWOOD LIMITED PARTNERSHIP understands the path that brought us here. We presented our challenge and the basis for it to the Planning Commission at its February of 2009 meeting. And that meeting evolved into a discussion about the town center proposal that Brandolini had submitted and discussed with the Planning Commission, basically, a year before, in April of 2008. And we were reluctant, quite frankly, to get into that 2008 plan, but the Planning Commission said, basically said, well, what would you like to develop here as opposed to what you could develop if you win your curative amendment challenge? And my client, basically, said that the 2008 plan that people seem to like is where we would like to go. Now, as you will recall, once we filed that challenge, the Board had sixty days under the Municipalities Planning Code to give us our first hearing. That would require you to hire separate counsel, I should say an additional counsel, in addition to Mr. Herder, to defend the ordinance. And I know that that was presented to you at a public meeting.

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17 BAEDERWOOD LIMITED PARTNERSHIP And, following that meeting, I was asked on behalf of my client to make a presentation to the Township staff, a number of Commissioners and a number of the Planning Commission members concerning the town center proposal, that is the -- the April 2008 proposal, to explain that and to explore it as a potential means of resolving a zoning challenge. We agreed to do that. We extended the time period for the curative amendment or the challenge to commence and have done that. We have extended that a number of times until now. Its, I think, sometime in the middle of December. As a result of that request, the meeting with that somewhat large group was held on March 26th, 2009. Following that meeting, again, my client was requested to proceed further with the 2008 town center plan. And we were asked to draft a zoning ordinance for the Townships consideration that would enable the proposed development. I was given three requests or three directives as to what should be done with that ordinance. We were asked to make the ordinance

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18 BAEDERWOOD LIMITED PARTNERSHIP applicable only to the Baederwood property. So that is the genesis of why we have asked for, in essence, a site specific relief where you would create a new district, the Baederwood Redevelopment District that was described, and would change the zoning. So the first request was to make sure that your zoning ordinance only applies to the Baederwood property. The second item was, include design guidelines or some mechanism so that what we show you in terms of a development will be to the extent possibly to be guaranteed by zoning will be guaranteed. And thats what we have done. And we will get into that in a couple of minutes. And the last thing was to include a public gathering space. So Brandolini, thereafter, really Charlie Guttenplan and Wendy Kapustin, prepared a draft zoning amendment to create the new Baederwood Shopping Center Redevelopment District which would allow the redevelopment of the property in accordance with the plans we will

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19 BAEDERWOOD LIMITED PARTNERSHIP show you tonight. I want to emphasize this, and I know Im repeating it. The draft amendment includes an extensive appendix to the ordinance, and in that appendix is a detailed set of design standards which are intended to ensure that the character of the development that is ultimately constructed here is what is shown on the drawings. The design standards are part of the ordinance and, if adopted, would be enforceable by the Township. The draft zoning amendment was reviewed by the Township staff and the Montgomery County Planning Commission and was discussed at a number of meetings. The preparation of the draft amendment was I believe a cooperative effort where issues were raised by staff, by the Montgomery County Planning Commission. They were discussed in a collaborative method, and the ordinance and plans were modified in accordance with those discussions. Now, just so its clear, we

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20 BAEDERWOOD LIMITED PARTNERSHIP knew that, when the day was over, theres only one body that could adopt that ordinance. And we are not here saying that anything was written in stone. We were all trying to get to a point where we would have a discussion piece to hopefully resolve the debate over the redevelopment of this property. We then submitted a formal request for rezoning to the Township together with the finalized draft of the zoning amendment. That draft zoning amendment was reviewed by the Montgomery County Planning Commission and the Townships Planning Commission. And the Planning Commission, your Planning Commission, has recommended approval of the zoning amendment, subject, however, to four modifications which we will address this evening. However, before we get into the detail, I would like -- we would like to show you our proposed plan so that you understand what we are talking about in the context of the zoning amendment change. Im going to ask our land planner, Charlie Guttenplan, and our architect,

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21 BAEDERWOOD LIMITED PARTNERSHIP Dave Minno, to walk us through a presentation that we hope will give you, will show you what we plan to do and how this fits into your continuing comprehensive plan and what we believe we have been told is either the final or almost final draft of your study. So, Charlie. --CHARLES L. GUTTENPLAN, having been duly sworn, testified as follows: --MR. GUTTENPLAN: Charles Guttenplan, The Waetzman Planning Group, 1230 County Line Road, Bryn Mawr, Pennsylvania, 19010. MR. MATTEO: Thank you. MR. GUTTENPLAN: What I would like to do, ladies and gentlemen, is take you through a little bit of history. I know youve already had some history, but take you back just a couple of years to your comprehensive plan which was adopted, as Mr. Kaplin indicated, in 2007, and indicate kind of a chain of events in your planning process and how what were proposing to

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22 BAEDERWOOD LIMITED PARTNERSHIP do we believe to be very consistent with the planning that the Township has undertaken. Marc mentioned that, in fact, the comprehensive plan of 1992 also began the process by indicating the desire to have a mixed use project here. That was really reiterated in the 2007 comprehensive plan. And whats on the screen in front of you are some excerpts from that plan. And I just want to highlight a few of them. There are a couple of goals that the 2007 comprehensive plan contained that are very relevant to this process. One is to encourage the creation of housing choices to meet the needs of current and future residents and to encourage transit oriented development and the redevelopment of medium to high density residential uses at transportation nodes and in commercial districts. And, as you know, were obviously in a commercial district. We are very close by to the Noble train station and whats being proposed here is really a transit oriented development. Another goal was to look at economic development to enhance the Townships image and to

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23 BAEDERWOOD LIMITED PARTNERSHIP maximize the commercial tax base of the Township and to promote a mixture of uses within the Commercial Zoning District. The comprehensive plan also cited a relevant portion of the Montgomery County comprehensive plan that was considered relevant to Abington Township. And that was very pointed to what we are talking about here. And its to redevelop vacant and underutilized shopping centers and to replace vacant and underutilized shopping centers with new mixed use development and create a focal point for the community. Thats exactly what we believe we are doing with this process. The land use chapter in the comprehensive plan also discussed mixed use and talked about incorporating retail offices and residential uses in one development and to make better use of existing land while preserving undeveloped parcels. That chapter also talked about developing appropriate areas in the Township with mixed use developments including residential component as well as a commercial component.

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24 BAEDERWOOD LIMITED PARTNERSHIP And, finally, in the zoning chapter, the final chapter of the comprehensive plan which really took all of the findings and recommendations in the document and made some specific recommendations on how zoning might be changed to implement those recommendations, there were a number of objectives for the Zoning Ordinance which are relevant. One was to redevelop to lead to higher and better uses. Another was to have greater availability of residential rental properties clustered in developments or in town centers, to expand town centers. That is an issue that the plan, through zoning, indicated should be encouraged. And that new permitted uses should be considered for old commercial and industrial areas where the current uses were declining. Again, I think thats exactly what we have in the Baederwood Shopping Center. To take it from the 2007 comprehensive plan forward a little bit, the Township has been engaged for the last eighteen months or so in the Old York Road corridor

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25 BAEDERWOOD LIMITED PARTNERSHIP improvement plan. The corridor plan really took the relevant comprehensive plan recommendations and developed specific recommendations implementing them along Old York Road on the corridor. The plan considers land use, transportation and marketing strategies for the corridor as a whole and some specific priority areas. And we will come back to that issue of priority areas in a minute. The proposed zoning amendment, which you have before you tonight, embraces the concepts and recommendations that are contained in the comprehensive plan and in the corridor plan. And, in fact, implementing the recommendations of these plans is specifically called out as one of the legislative intents of the proposed ordinance. What Dave is starting to put up on the screen now is a series of overall goals and objectives for the corridor. The first is for development and redevelopment in accordance with some marked growth oriented principals. Those would include mixing land uses, revitalizing

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26 BAEDERWOOD LIMITED PARTNERSHIP commercial areas, providing a variety of transportation options, creating walkable and bikable communities, expanding housing opportunities, and fostering distinctive, attractive settings with a strong sense of place. Next slide, please. A mix of land uses in a pedestrian friendly setting which will encourage people to shop, live, work and recreate along the corridor is another one of the goals. Land uses should include residential, retail, office, institutional, civic, open space and live/work spaces. An implementation of goals include respondent to the opportunities as they arise and support those that uphold the goals of the corridor plan. The Baederwood Shopping Center and the redevelopment thats being proposed is acknowledged as one of those opportunities in the corridor plan. Included in the corridor plan are specific recommendations and some conceptual redevelopment plans for what are called priority areas. And the Noble/Fairway corridor is one of

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27 BAEDERWOOD LIMITED PARTNERSHIP those. The intent of the establishment of the four priority areas has been to identify these areas to act as a catalyst for improving the Old York Road corridors economic viability and character. Theyre essentially prototype developments that have been cited as appropriate to really start that process. These sites will use the smart growth strategies of mixing land uses, providing a variety of transportation options, expanding housing options and preserving settings with the distinct and attractive sense of place. The overall goals and objectives for the priority areas, again, with the Fairway being one of them, the priority areas should be primarily mixed use. Land uses should include residential, retail, office, institutional, civic, open space and live/work uses. Mixing of land uses affords the greatest potential for internal walking trips and mutual support among the uses for commercial viability. The mixed land uses also increase the safety and activity level of the areas because they draw

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28 BAEDERWOOD LIMITED PARTNERSHIP patrons both during the day and in the evening, and thats a result of having residents there that are in the evening as well as offices and commercial spaces that are active during the daytime hours. Whenever possible, mixed uses should occur in individual buildings. That was another one of the goals for the priority areas. Small centralized pocket parks should be considered within the priority area. And Marc indicated to you that having a central gathering place was one of the requests that was made of us when we were putting this district together and, in fact, there is a requirement in the district to have a central public gathering space. The corridor plan went on to say that ground floor uses along the Fairways should include those most often associated with traditional towns such as individually owned retail shops, department stores, pharmacies, food markets, shoe stores and other community supported businesses. This is also reflected in the

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29 BAEDERWOOD LIMITED PARTNERSHIP ordinance. The upper floors along the Fairway should include offices primarily within a quarter mile of the Noble train station and residential uses. Again, you will see when we get into the plan and describing that that again is exactly what both the ordinance and the plan are doing. The corridor plan really advocates TOD or transit oriented development, cluster development within a half mile radius to the Noble train station. The corridor plan specifically includes the Baederwood Shopping Center where there is already a proposal for mixed use development and it cites the mixed use development that were speaking of this evening with 266 residential units and 168 square feet of retail and office space. The corridor plan further recognizes that adding residential units in the TOD cluster would increase pedestrian activity and create a more urban environment that would benefit the existing retailers and help attract new retail users.

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30 BAEDERWOOD LIMITED PARTNERSHIP And I think or I hope that in highlighting both your comprehensive plan and specifically this corridor plan that this is really starting to come together and you can appreciate the fact that what the proposal is, both of the ordinance and the plan, is really implementing exactly what your Planning Commission and your consultants have been talking about for the last number of years. At this point, I would like to turn this over to Dave Minno so that he could review the specific plans that were discussing. --DAVID J. MINNO, having been duly sworn, testified as follows: --MR. MINNO: My name is David J. Minno, M-I-N-N-O. Im with Minno & Wasko Architects and Planners, 80 Lambert Lane, Lambertville, New Jersey. Good evening. Im here tonight to talk about some of the physical characteristics of our site and the plan that

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31 BAEDERWOOD LIMITED PARTNERSHIP were presenting. Marc spent some time talking about this slide identifying where our site is. Just, again, for the public, Route 611, the Fairway, Susquehanna, Rydal Road, the train tracks and the Noble train station. We have uses around us which really embodied many of the uses that were proposing here but not quite in the same form in terms of the plan. We have the Noble Town Center here. We have apartment buildings, five-story apartment buildings across the street, car dealerships, senior housing location here, new cluster housing behind. This site really sets up very, very well for the types of things that were talking about in terms of a transit oriented town center development. Next slide. The plan that were proposing, which has been referenced before, relandscapes the front parking lot and takes -there are a couple of existing banks that are in the front of those parking lots. But what we have done is weve organized new buildings at that

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32 BAEDERWOOD LIMITED PARTNERSHIP location right at the main entryway which will be signalized. And we want to create the sense coming into the property of a new Main Street. And when we get to this portion of the property, we have got a two-sided Main Street. Its very, very difficult to have a Main Street thats just one sided. So theres an energy thats created with shops and residences where theyre opposing faces, and we have a very, very vital area here. And I will show you a rendering of that space in a few minutes. Were basically renovating much of the retail on the ground floor and adding to it and expanding above this retail with residential uses. Whole Foods will remain where it is. And one of the main features that were creating is this gathering area in front of the retail shops here. We have another rendering of what that would look like. But we also believe this space can be closed down at times, even though we show parking in there now and circulation. At certain times, this area can be closed down and programmed for activities within

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33 BAEDERWOOD LIMITED PARTNERSHIP that space, whether its shopping activities, entertainment activities. That could be a very, very special place for the Township. In the back of the site we have proposed the residential development, 266 dwelling units. And one of the great things about this plan is we have 266 dwelling units, but we see no parking associated with that. And thats because weve surrounded a vertical parking deck which steps up the hill with residential, which are the light blue buildings around it. From what people will see, as they walk by the site or as they drive by the site, will be beautiful architecture, great landscaping. They will not see a sea of parking. That will be internal to the building itself, and it will be very convenient for the residents who live there. We have a main residential lobby and drop-off in this location, access to the parking deck which circulates up, and then the various levels of the building step up the hillside. And we have been able to create beautiful landscape courts on the backside of the building.

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34 BAEDERWOOD LIMITED PARTNERSHIP Theres about a three-acre area here in the back of this eight-acre site which will remain vegetation and undisturbed as it is now. Next slide. All right. Heres the program information for this plan. We have total retail area of about 131,900 square feet, which includes the existing Whole Foods. We have office area, which will be on the second floor, of 32,800 square feet. And that gives us a total of 164,740 square feet of commercial space. And then, as Ive mentioned before, the 266 residential units. Next. This is a rendering looking from the Fairway. The Fairway really becomes a new pedestrian connection to the other parts of the town, in particular, the Noble train station. But this is a view looking in from what would be a signalized intersection with two new buildings framing that view back into the Main Street courtyard in the back of the property. Today, when you look at the

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35 BAEDERWOOD LIMITED PARTNERSHIP shopping center, its very difficult for retailers. Many of the spaces have deep canopies which throw shadows on the store windows so people cant see what goods and services are being sold in those shops. If you look on the right-hand side, we have a much different approach to the retail where we basically have storefront coming right to the edge of the building. We use awnings and modern signage for identifying the shops giving the retailers a much better chance to be successful. Next. This is a little bit closer view coming into that Main Street area that I had mentioned. What youre looking at is some of the retail thats there now, which will be renovated into these new shops, with residential, three stories of residential above those shops. And then a boulevard and central courtyard which will have parking. But this is the area that I had mentioned which might be able to be closed off for festival days and activities within the town. In the back, youre looking

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36 BAEDERWOOD LIMITED PARTNERSHIP at the residential building. Of course, youre not seeing the parking deck which sits directly behind that building. Youre seeing good architecture and good landscaping instead of a sea of parking. Next. This is a rendering of part of our gathering space, which Whole Foods would be just to the right of this view. This area, it isnt finally designed. We have design standards that Charlie will talk about. And this is something that well work through with the Planning Board when we get to that point in the approval process. But we anticipate a combination of hardscaping and landscaped areas within that area, hopefully, some outdoor dining and cafe space. And then you will see leading up here to the residential project stepping up the hill. Next. I would like to turn it back to Charlie to talk a little bit about the design standards that Marc mentioned earlier that are really one of the things that makes this plan very

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37 BAEDERWOOD LIMITED PARTNERSHIP special. Many times were dealing with just a simple zoning ordinance and doesnt have any architectural, landscaping, signage, hardscaping standards. But right now we have an opportunity to create something thats really going to produce a very, very good end product visually. Charlie, do you want to describe that? MR. GUTTENPLAN: Thank you. I want to underscore a point that was made earlier by Marc and was mentioned here this evening. The standards that Im going to be speaking about for a few minutes are part of the ordinance and are enforceable by the Township. And I will discuss a couple of other examples where this has occurred in a couple of minutes. The standards are quite extensive and cover all aspects of the development from site design to major components like the buildings themselves, pavement materials and details such as bike racks, hanging baskets, trash receptacles, car corrals, et cetera. Were talking about a pretty extensive document, a thirty-page document, about

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38 BAEDERWOOD LIMITED PARTNERSHIP three times the length of the actual ordinance, that discusses these design standards and covers all of these various features. In addition to those that I just mentioned, there are overall design goals and objectives. There are standards for awnings, for banners, for benches, for details like bollards. There are standards for building architecture, the site planning and layout, curbing, fencing, the green areas, including pedestrian plazas, pavilions and planters and generally landscaping in general. There are pavement standards. There are standards in here for some walls and retaining walls and basically every manmade feature that you could imagine might take place in a mixed use development of this type. These standards are intended to ensure that the appropriate design for the type of mixed use development that were proposing is going to be done consistently throughout all of the design elements. Its basically intended to ensure that the appearance is consistent with the plans that Dave has been showing you. What we

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39 BAEDERWOOD LIMITED PARTNERSHIP were requested to try and do is assure the Township, to the extent that we can do it legally through zoning, that what you see is what you get and thats what these standards are here to do. Just one or two examples. Though the residential buildings might be of a slightly different design than the commercial buildings just because of the use dictates it, you see -- you saw, I should say, in those sketches that Dave showed you, that there is consistency in terms of building style. Theres consistency in terms of coloration and in terms of building materials. So the entire development is cohesive in its appearance. All of this is assured in the design standards by the set of design goals and objectives that Ive mentioned as well as all of those specific standards that I listed off to you a few minutes ago. To illustrate how these standards work, I want to show you a couple of other projects that have been built by Brandolini where design standards very similar to these have been put in place. The first one is a

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40 BAEDERWOOD LIMITED PARTNERSHIP Concordville Town Center. This is in Concord Township in Delaware County. Just to give you an example of a couple of statistics to give you an idea of what youre looking at here, this is a project. Its a mixed use town center project. It will eventually contain 538,000 square feet of retail, a continuing care retirement community with over 1,700 units, a hospital, 600,000 square feet of medical offices and 478 residential apartments. The retail and the continuing care retirement community were the first aspects that were built, and, obviously, what youre looking at here is the retail component. The next project I want to show you is Providence Town Center. This is in Upper Providence Township, Montgomery County. Those of you that may have seen the publicity about the new Wegmans that theyre calling Collegeville that just opened up this past Sunday, this is the Wegmans that youre looking at. Wegmans and several other anchors have just opened in the last several days. This is part of a shopping center component thats about 770,000

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41 BAEDERWOOD LIMITED PARTNERSHIP square feet in scale. And this is part of a quadrant at the Route 422/Route 29 interchange that will be developed as mixed uses. The adjacent parcel to this part of the project is being considered by the Township for multi-family development and some attached single family units have been approved on a site just a few hundred yards down the road from this in the same general area. And I can speak very directly of how the design standards work in this particular case. I happen to be the planning consultant for Upper Providence Township. And we helped develop the ordinance under which this has been built and the design standards. And I will just explain to you that no building in that development is approved by the staff that reviews the building permit plans until theres a sign-off by the Township that the design meets the design standards and that the materials are those that were envisioned for the development and the colors of those that were chosen for the development and that everything is in conformance with those

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42 BAEDERWOOD LIMITED PARTNERSHIP design standards. As the Township planning consultant, I have been given the job of reviewing and approving those plans from a design standpoint. And until the Township code officials receive a letter from me saying, youve been issued a building permit, no building permits are issued. And it hasnt always been that easy a process. We havent always accepted the first or the second or in some cases the third iteration of the building designs that have been proposed. And this includes some national chains that you would be very familiar with where we had the architects change the design to meet the intent and the specifics of the design standards. So this process has worked very well. And the third and last example that I want to share with you is the Paoli Shopping Center. This is in Tredyffrin Township in Chester County. And this is a project that at this time is about 170,000 square feet. It had been an outdated shopping center of about 70,000 square feet. It was redeveloped into the larger

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43 BAEDERWOOD LIMITED PARTNERSHIP scale that you see here. And, again, this was done with design standards. And this is about six or seven years old at this point. With that, I would like to turn it back to Marc. MR. KAPLIN: Fred Snow just leaned over and said to me, please make sure the Board knows those three projects are Brandolini projects and not somebody elses project. And, hopefully, not to be redundant, but what we have tried to do in the zoning amendment and in the design standards was to implement the design that Dave showed you on the plans. Now, the ordinance that we propose recognizes that this site is not obviously a blank slate. While we tried to do the best that we can to implement the goals and the objectives of the comprehensive plan and the corridor study, there are some things that we simply cant do. We cant wipe the site clean and start all over and moving the buildings up close to the street as is suggested in the corridor study. I think the

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44 BAEDERWOOD LIMITED PARTNERSHIP reason is obvious. We have existing tenants with long-term leases, particularly, particularly Whole Foods, that has rights to certain parking areas and has approval over changes to the parking area because Whole Foods, like major retailers, wants a guarantee that it is seen from the street. However, we believe that the proposed plan and the proposed zoning amendment provide the type of mixed use, pedestrian oriented and transit oriented development that is envisioned for this property by the Townships 2007 corridor comprehensive plan and corridor study. Now, I know the corridor study has not been formally adopted. We have heard that repeatedly. But as Charlie emphasized, the corridor study takes the concepts of the 2007 comprehensive plan and the prior comprehensive plan and spells it out even in greater detail. And the plan was prepared by Townships consultants, as we understand it, after discussions with the stakeholders and the members of the community.

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45 BAEDERWOOD LIMITED PARTNERSHIP Now, let me suggest this. Brandolini is the first landowner that were aware of to come into the Township with a redevelopment plan that seeks to redevelop in accordance with the corridor study recommendations. Quite frankly, Ive never seen a proposal that comes closer to a comprehensive plan than this one. And I think that this Board and the community has to ask itself a question. And the question is, if you really want redevelopment as has been set forth in your comprehensive plan and Brandolini comes in here to the Township and spends four years trying to implement a plan, if this is not what you want, how is anybody else going to accept the statements that are in the comprehensive plan and seek to redevelop in the Township? And I think that you have to dwell upon that consideration or that thought when you consider what were talking about. The combination of you invited the development community in with a set of rules and suggestions. We are here. Were here with a first class developer whose projects you

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46 BAEDERWOOD LIMITED PARTNERSHIP can go and see and touch and feel and talk to the people in the three communities where this development has taken place. And you can get a firsthand view. It is amazing to me that we were able to get Charlie Guttenplan to be our planner. I thought that it would never happen because there would be a conflict. Well, obviously, Charlie, who has been the Upper Providence planner for as long as I can remember, has gotten permission and there is no conflict there. So I will leave that point of it with that thought or one further thought. The design guidelines that Charlie talked about in detail were reviewed at a separate meeting of the Townships Planning Commission. And, as far as we know and based upon the action that the Planning Commission took the other night, they were satisfied with the design guidelines. Now, let us move to the recommendation by the Planning Commission. The Planning Commission --

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47 BAEDERWOOD LIMITED PARTNERSHIP MS. DIJOSEPH: Mr. Kaplin, I would like to interrupt you for a second. We have heard a lot of testimony and a lot of interesting information. And, prior to moving on, I would like to ask, first of all, our Board, if any member of our Board has a question, this will be a question period only. And then I am going to ask the audience if they have any questions at this point before you continue. MR. KAPLIN: Thats fine. Thank you. MS. DIJOSEPH: Yes. Board members, anyone who has a question at this time, Mr. Kaplin or his team. Commissioner Kline? MR. KLINE: Going back to the April 2008 meeting, its my recollection of that meeting that towards the end that Mr. Snow presented the project that he presented, which is very similar to the plan youre showing today. He had stated at the end of that meeting that 180 units would be a workable number. Can you explain to me or can

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48 BAEDERWOOD LIMITED PARTNERSHIP Mr. Snow explain to me what has happened between then and now? MR. KAPLIN: Im not sure that thats what was said. But I will let Fred answer that himself. That was before the economic downturn that we have. But I would like to relate one thing, Steve, before we go further. When we were before the Planning Commission last week, we spent half of the time talking about density. And what I heard with regard to density from a number of, not all, but a number of the Planning Commission members were, more density was good. And thats reflected in your corridor study. Because the corridor study recommends that the residential density here for this site be between twenty-five units per acre and forty units per acre. And our density is fifteen units per acre. Now, maybe I can answer some part of your question. This plan, the plan we have now, requires, as Dave Minno showed you, a structured parking garage that will cost a substantial amount of money. We do not believe

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49 BAEDERWOOD LIMITED PARTNERSHIP that a structured parking garage or that 175 units, as was recommended at the very tail end the other night, is economically feasible. The parking structure cost too much to only support 175 units. Second of all, from a planning point of view -- I wasnt at that meeting. So I dont know exactly what was said. I read the minutes of that meeting, and thats not what I remember. But its been months since Ive seen it. But I dont understand, quite frankly, the rush to cut back the density on this project when all of your studies and all of the ULI material and all of the empirical evidence says that if you want a successful town center type of project, you have to have substantial density. We had examples. I believe the Voorhees Town Main Street in Voorhees was a dismal failure. Kevin Donohues project in Princeton that was a mixed use development ten, twelve years ago was a miserable failure. And if you read the planning material, and I know you do, one of the principal failures of those projects

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50 BAEDERWOOD LIMITED PARTNERSHIP was the lack of synergy, the lack of a critical mass. All of the town centers that have been successful that Ive seen, particularly the ones that are in the south and the ones that we happen to be involved in the planning now, emphasize greater residential density centered around a mixed use development of retail and office close to a train station, as Dave shows there. So I dont know, Fred. Do you want to respond at all further to Steves question? MR. SNOW: My only response to that -MR. KAPLIN: You need to be sworn in. --FREDERICK SNOW, having been duly sworn, testified as follows: --MR. SNOW: Fred Snow, 124 Cross Pointe Drive, West Chester, Pennsylvania.

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51 BAEDERWOOD LIMITED PARTNERSHIP MR. KAPLIN: Fred, as I think some of you know, is President of Brandolini Company. MR. SNOW: Steve, at that April 2008 Planning Commission meeting, if you recall, there were a series of events that happened prior to that. In the fall of 07, certain members of the Commission had become elected, such as yourself and others. And we started a process of discussions about whether or not we should restart the talk of this mixed use project. When we went to the April, 08, meeting, there was not a formal application in front of the Planning Commission. It was simply a discussion agenda item. There was a lot of discussion. Theres a discussion about no residential. Theres a discussion about some residential. There were a number of units passed back and forth. And, yes, the 180 units you do recall correctly. It was discussed. Subsequent to that, I think Mr. Kaplin then outlined earlier on the sequence

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52 BAEDERWOOD LIMITED PARTNERSHIP of events, which were we wanted to bifurcate the project into starting the redevelopment of the retail so we can retenant the project. And, when we ran into significant issues, in our opinion, and hurdles in doing that and having people try to dictate how we do that, we realized this process wasnt going to work the way it was, and that changed all of our thinking. And here we are today with the current proposal that you see. I hope that answers your question. MR. KLINE: Thank you. I have a couple questions regarding the comprehensive plan. You had talked about some of the goals and objectives. If you go to the land use section of the comprehensive plan and the Baederwood section, it reads, Baederwood Shopping Center is a prime example of an opportunity to our Township and its collaboration with the developer to be beneficial to both parties. A mixed use development, if done with care and sensitivity, could enable the developer and the Township to

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53 BAEDERWOOD LIMITED PARTNERSHIP protect the product along the property in an area already populated with higher density development. This type of mixed use development could provide the age-restricted housing discussed earlier in this section. Thats the one aspect I didnt see in your layout there was about the age restriction. MR. KAPLIN: I think any one of us can answer that. Theres no age-restricted market today. Im going to repeat that and whoever wants to laugh can laugh. But theres no age-restricted market today. And I, unfortunately, can give you evidence of a couple of my clients who were very successful in that and are now in bankruptcy. And why is that? Well, there was a time a couple of years ago when the demographics would have indicated and did indicate that the largest growing demand for housing was going to be the fifty-five and older population. Housing prices and values were climbing. The stock market was climbing. And people who had

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54 BAEDERWOOD LIMITED PARTNERSHIP houses that they lived in all of their lives would be able to sell those houses, put a big amount of money away and move into age-restricted communities. Well, unfortunately, we all know what happened. The value of housing is off by, you pick the number, twenty-five, thirty, thirty-five percent. I guess were lucky the stock market cracked 10,000. It was at thirteen or almost fourteen before. The New Jersey legislature just recently passed a statewide act that allows developers of yet undeveloped but approved fifty-five and older communities to develop those communities on whats called market rate with no age restriction. And theres a recognition there that theres just an overabundance of fifty-five and older product thats not going to be built, at least for the foreseeable future. So if we said to you that we would be willing to make this fifty-five and older, we would be saying to you that we cant build it. But Steve, as an architect, I

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 you?

55 BAEDERWOOD LIMITED PARTNERSHIP would like to ask you a question. Does it make sense -- it doesnt make sense to us to talk about mixed use development, transit oriented development where the people get up and go to work and take the train and theres constant activity and to mix that with a requirement for fifty-five and older. I got to tell you, the more we have looked at it, the less we understand that rationale or that suggestion in your comprehensive plan. MR. KLINE: Well, how old are

MR. KAPLIN: Im sixty-five. MR. KLINE: And still working, I assume? MR. KAPLIN: Still working. But I sold my house that my kids grew up in and my wife and I moved and we built a different kind of house. MR. KLINE: Im going to go on to parts of the objectives listed in the comprehensive plan under natural resources and green space. Theres an Objective A where greens

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56 BAEDERWOOD LIMITED PARTNERSHIP protect remaining undeveloped and open space areas within the Township for conservation and recreation purposes. Now, I recognize that the eight acres is not possible for recreation purposes due to the slope. But how does the development meet that objective or how does the zoning ordinance that youre proposing where you have twenty-five percent green space, which only leaves about four point seven acres? How does that help in that objective? MR. GUTTENPLAN: Well, again, I think if you recall the design and some of the statistics that Dave indicated earlier, we are saving about three acres of the eight acre piece in the back. Were able to do that because of the style of development and because of the use of the structured parking area where we dont have to infringe any further into that area. And recognizing that it is somewhat steeply sloped, you are correct, it wouldnt be for active recreation. But certainly the trees and the passive recreational qualities

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57 BAEDERWOOD LIMITED PARTNERSHIP will remain. We also have the greening, if you will, of the development that will take place with more landscape islands and more landscaping in general than we have at the current time. And I dont know if those slides, Dave, are in the set of slides are not. I think theyre very illustrative. That particular slide shows how much green space we have in the shopping center right now. And you cant see very much because there isnt very much to see. If you go to the next slide, you will see a significant amount of green space that will be placed within the parking areas. This is in addition to the three acres in the back and in addition to the public gathering space and the Main Street area that Dave described. So, to the extent that we can accomplish that, we are attempting to do that. MR. KAPLIN: You got the planners answer from Charlie. I would like to give you the lawyers answer. I dont think you meant to

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58 BAEDERWOOD LIMITED PARTNERSHIP say that its the developer or the property owners obligation to dedicate to public use his property. Is that what youre saying? MR. KLINE: No, Im not saying that at all. Im asking how youre responding to that objective. MR. KAPLIN: Well, right now, theres zero or almost zero green space. This plan, as you said -THE AUDIENCE: Its eight acres of green space. MR. MATTEO: All right. MS. DIJOSEPH: Mr. Kaplin, continue. MR. KAPLIN: I guess I got to say it like this. Thats Brandolinis property. And Brandolini has a right to develop it even under your existing ordinance if you could do it as R-1, and there would be less open space than were creating. All you have to do is look at the photograph that David had up there of the former Elliott site, and its totally denuded. Look at

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 it.

59 BAEDERWOOD LIMITED PARTNERSHIP

So how are we preserving open space? Seems to me that were going to go from zero open space to twenty-five percent open space. MR. KLINE: But thats not actually -- if I am thinking about how its zoned currently, the R-1 district, you have an R-1 district which has a twenty-five percent maximum impervious coverage. Am I correct, Mr. Matteo? MR. MATTEO: Yes. MR. KLINE: With the twenty-five percent, after the eight acres, that would be six acres. Am I doing my math right, six acres? Correct? And then you would have to take off for any kind of roadways. Say its a blank site. Youre around six acres, five and a half acres. Were down to three acres. MR. KAPLIN: Were down to three acres of our property. And youre stating like its public open space.

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 hear.

60 BAEDERWOOD LIMITED PARTNERSHIP MR. KLINE: Im not actually saying its public open space. MR. KAPLIN: Thats what I

MR. KLINE: Part of the Boards -- or I should say, I perceive part of the Boards responsibility to the comprehensive plan is to look at these objectives and understand how any zoning change that we would consider relates to any of these objectives. So I realize that its not public land. However, youre asking us to consider this zoning change. And when in considering the zoning change, I would look through these objectives and would like to understand how that zoning change reacts to those objectives. MR. KAPLIN: Lets go back to where I started with the history because thats the fundamental point here. Were here because we challenged the ordinance. You will make your own decision whether that challenge is a good

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61 BAEDERWOOD LIMITED PARTNERSHIP challenge or not. You know because you were there that there is a plan that we submitted with our challenge, and it shows development all up the eight acres. If you want to compare one to the other, what your choices are, I would strongly suggest that you look at that curative amendment plan or that challenge plan that shows how the property would be developed if we win that challenge. And what you will find is theres a lot less green space. And, in my opinion, if you want to be realistic, you will view those two as the choices, not an R-1 development on a piece of property thats landlocked and you couldnt even get access to it except by going through a shopping center. Who is going to build a residential development under those conditions? MR. KLINE: I have the same question about the curative amendment plan, too, but I will move on to more objectives. Theres also an objective under the natural resources and green space,

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62 BAEDERWOOD LIMITED PARTNERSHIP Objective D, where it talks about the incorporation of green space within developments. You have a twenty-five percent impervious -excuse me, twenty-five percent green space, which would leave about, once again, four point seven acres, if you consider the entire eighteen point eight acres. And youre only incorporating, I mean, besides the green islands that youre adding, youre only incorporating 3,000 square feet of, I would say, paved area. Lets assume you make it all grass. Its green space, 3,000 square feet. Thats one point four percent of the total green space that youre asking to be saved. So an objective in being involved in this, one of the ideas was we work with developers allowing them to use what is necessarily unutilized green space and try and trade off by putting that green space into the development. All I see is that were taking a vast amount of that eight acres and were not actually bringing it into the development, besides green islands and 3,000 square feet of civic space.

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63 BAEDERWOOD LIMITED PARTNERSHIP MR. KAPLIN: Well, you want a mixed use development. Thats what the ordinance says. Thats what -- sorry, thats what the comprehensive plan says. You want a mixed use, transit oriented, pedestrian friendly, somewhat urban design. And I dont know any of the landmarks of this type of development that then have twenty-five percent green space within the development which is the hallmark of suburban development. The mixed use developments that I know that are successful dont have twenty-five percent inside. We got the twenty-five percent up around the residential development. Now, Charlie, maybe you can answer that better or maybe David can answer it better than I. But I dont see how you can meld the two any better than we have done on this particular site. I said to you in my presentation, this is not a blank slate. We were dealt ten acres of macadam.

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64 BAEDERWOOD LIMITED PARTNERSHIP MR. PEACOCK: You bought ten acres of macadam. MS. DIJOSEPH: Are you finished? MR. KLINE: No. I will continue on, if you dont mind, unless theres somebody else who wants to jump in. Objective E, under the natural resources and green space, identify opportunities and mechanisms for preservation of green space with a tradeoff for developers and redevelopers of the site. I guess that goes back to a similar comment on Objective D, and I assume your answer is going to be -- so we dont have to belabor that. But thats another objective that Im not sure -MR. KAPLIN: That seems to me thats an objective thats being pointed to the Township. Thats not the developers -MR. KLINE: We are the Township. MR. KAPLIN: Okay.

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65 BAEDERWOOD LIMITED PARTNERSHIP MR. KLINE: Its our responsibility. MR. KAPLIN: Thats right. MR. KLINE: Okay. I will move on. Under land uses, theres Objective G. It says, create methods to reward property owners and developers for preserving usable and meaningful open space. I mean, theres some consistency going on here. And I understand that there are certain objectives and certain terminology within the comprehensive plan that you did meet. But I would also tell you that I dont believe -- I mean, there are certain objectives that you have not addressed. And thats my concern in this zoning ordinance. MR. GUTTENPLAN: The only comment I would make is that we have a site that has certain characteristic that you are familiar with and that we described tonight. We dont have an area of open space that is really very usable to begin with. So its a little bit hard to

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66 BAEDERWOOD LIMITED PARTNERSHIP create that. And the rest of the front part that we have been describing is developed and is macadam. I also think and I know Ive chosen certain things to highlight out of the comprehensive plan and youre looking at some of the other objectives. I have to say that I dont think theres any development that can meet all of the objectives of any comprehensive plan. I think what we tried to illustrate is that there is a very consistent theme in the Townships planning since 1992, and there are very specific recommendations for a mixed use transit oriented development, and, to the extent that we can, we believe thats what we have achieved with the ordinance and the plans that youve seen. MR. KLINE: But my concern is youre cherry picking those objectives or those goals that are suitable for this development. Just as easily as you can build on green space, you can as easily create green space within an existing development within a redevelopment project.

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67 BAEDERWOOD LIMITED PARTNERSHIP MR. GUTTENPLAN: Again, I think it goes back to the point that Marc made a few minutes ago. In order to get a mixed use transit oriented development with all the characteristic that your corridor study talks about and to get a successful one, thats not generally a characteristic of a successful town center development in a more urbanized area like this Township. MR. KAPLIN: Steve, I think you brought out another point that Id like to make. Our property is zoned Planned Business. In the Planned Business District, we could have residential. We could have -- if we could find room, we could get about 220,000 square feet of retail. The only problem would be where would we park it. So we would have to do a structure. We would have to have structured parking. We could do, under your ordinance, a mixed use development. And, by the way, theres no limitation on the number of units that we can build in the PB District. So, theoretically, we could

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68 BAEDERWOOD LIMITED PARTNERSHIP go up much higher, build structured parking and get a mixed use development and maybe even keep it on the ten acres. But that would be recreating Foxboro. And thats not what your comprehensive plan talks about. Now, we can get, so its clear, up to like 220,000 square feet of retail on our existing site. So the only reason that were here is because your comprehensive plan suggests mixed use. You know, because youve sat in the meetings, that you cant do a mixed use development or something that would even come close to what we are proposing under some of the limiting factors in the PB District, like the limitation of 160 feet on a building. So youre throwing a lot of, Im concerned with this and Im concerned with that and Im concerned with the other thing, and I understand the questions. Im saying to you, this Township set out an invitation, and were trying to accept it. And I will not be able to answer all of your concerns as Charlie just said. But, ultimately, the Board is going to have to decide

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69 BAEDERWOOD LIMITED PARTNERSHIP what it wants. Its going to have to decide whether it wants whats there or what we could do under the PB and/or conceivably what happens if we win the challenge. MS. DIJOSEPH: Anybody else? Commissioner Peacock. MR. PEACOCK: I would like to, Mr. Kaplin, if I could, just thinking back a little bit on what Commissioner Kline was saying. It seems to me in a presentation that you made tonight that you are presenting this as an either/or kind of a situation. There are elements in the comprehensive plan which really makes it quite clear that it is not an either/or proposition. The comprehensive plan talks about economic development and land use and zoning, but it also talks about natural resources, green spaces, community identity and pride, managing traffic congestion. And it really is I think imperative upon a developer if theyre going to come in and lecture the Township about what its comprehensive plan says it should be doing that you should look

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70 BAEDERWOOD LIMITED PARTNERSHIP at this as an attempt to create a balance that meets the goals of the plan but is also sensitive to the community. MR. KAPLIN: Mr. Peacock, is that a question that we can answer? MR. PEACOCK: No. Its an observation. Its an observation. MR. KAPLIN: Okay. MR. PEACOCK: I have in my hand here petitions that were signed by over 283 people who live in the immediate vicinity of the Baederwood Shopping Center. And they have stated quite clearly by their signatures that they are extremely concerned about the scope and the nature of this project. And I think its going to be very important for the developer to understand the concerns of the community and the concerns of this Board in that regard. Thats it. Thank you very much. MS. DIJOSEPH: All right. Thank you. Are there any other questions

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71 BAEDERWOOD LIMITED PARTNERSHIP by any Commissioner? MR. KLINE: I would like to continue. MS. DIJOSEPH: Go ahead. MR. KLINE: We didnt talk much about the zoning ordinance. Are you going to do any further presentation on the language of the zoning ordinance other than how it translated into your plan? MR. KAPLIN: No, I didnt intend to. MR. KLINE: Because, before I started asking questions about it, I wanted to know if you plan on going further. MR. KAPLIN: I do not. MR. KLINE: I went through -theres a series of uses listed in the zoning ordinance, if you bear with me a second. There are a series of uses that are listed in the zoning ordinance under 504.2.A. In going through those -- and I recognize I did not attend, but I watched the Planning Commission meeting. And one

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72 BAEDERWOOD LIMITED PARTNERSHIP of the major concerns was the zoning ordinance, the way its written, doesnt necessarily -- and I understand design standards. Ive read them and gone through them. But there still is not a guarantee what the zoning ordinance says is what youre going to get. And I remember your comment about contract zoning and all of that stuff. So let me go on. The major aspects of your project seem to be the C-15 use, which is the mixed use building or buildings; the C-16 use may or may not be part but is the parking garage; the F-1 use of the office building; the H-1 use, which is the apartment, slash, multiplex building or buildings; and the H-10 townhouse dwelling units, which I understand was something that was recommended by the Montgomery County Planning Commission. Im not sure why its in there. But that will be discussed at a later time. But all those other uses, one mechanism that the Township has used, and I have seen in the past, was the ability to have them as conditional uses, not as uses by right, which

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 use?

73 BAEDERWOOD LIMITED PARTNERSHIP would give the Board and the Township greater influence over the final product being that those are the major components which set up the rest of the uses in the zoning ordinance. So my question is, how do you feel about that or what is your comment in that type of structure and that zoning ordinance? MR. KAPLIN: A conditional

MR. KLINE: Yes. MR. KAPLIN: Frankly, I deplore the conditional use process. And a lot of municipal officials are coming to the same conclusion because it is a formal hearing where there is not give and take. Its a testimony thing. And they run on and on for night after night, and the conditional use process starts with just a sketch plan and always seems to migrate into, well, you didnt show me this and you didnt show me that. I have yet -- quite frankly, you have asked me how do I feel. I will tell you how I feel. I feel the conditional use process is

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 so --

74 BAEDERWOOD LIMITED PARTNERSHIP an unbelievable waste of municipal and developer time. And when you get down to what the Courts have said is, if we meet the objective standards, if an applicant for a conditional use meets the objective standards, youre still entitled to their approval. So I dont love the conditional use process. MR. KLINE: Its not the actual use that I would be looking at. Thats the concern. Its the idea that -- I understand the conditional use recognizes that those uses are allowable. It just opens up the possibility that the municipality has the ability to implement conditions that are based on items within the zoning ordinance. MR. KAPLIN: Well -- and

MR. KLINE: Excuse me. I want to make sure you understand that I understand. You just cant go out and make conditions on pie-in-the-sky things. They have to be related to the actual zoning ordinance.

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75 BAEDERWOOD LIMITED PARTNERSHIP MR. KAPLIN: I think that you can do that just as effectively at the land development stage. Ive seen it hundreds of times. Now, maybe Charlie has a different answer. Im just -MR. GUTTENPLAN: Just a couple of points. I think most of these uses are already permitted uses in the PB District. So one of the things that we tried to do in drafting this district was to parallel the existing ordinance to the extent that we could so that we werent reinventing the wheel. I also think that we would be hard-pressed to come up with any additional conditions that a conditional use would have to meet that we have not already incorporated into this district for all the uses. So Im not sure what benefit they would be, frankly, in a conditional use process in this case. MR. KLINE: Correct me if I am wrong. If you set it out as a stipulation within a conditional use, like Marc was talking

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76 BAEDERWOOD LIMITED PARTNERSHIP about, a sketch plan or elevations or something, you would set out in that condition or in that conditional use that certain things need to be presented at the time of application, that you could, basically, set conditions based on what youre seeing. So, therefore, if Im looking at this drawing up here and you show it with -- I dont know. If you show certain things with brick or split face block, I should say, and we want it to be with brick, you could start making -because those are recognized within the design standards which are part of the zoning ordinance, the Township can make those conditions upon the approval of that project. MR. GUTTENPLAN: I suppose, technically, you could. My experience has been, and I think what I talk about in terms of design standards in other locations, you really dont have the building fully designed until you are going for the building permit stage. And thats why we tied the standards to that and tied the detail drawings to that stage. Youre certainly going to get

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77 BAEDERWOOD LIMITED PARTNERSHIP detailed plans. Youve obviously seen much more detailed plans already at this stage than you normally would see it at a zoning stage. MR. KLINE: I would agree with that. I would agree with that. MR. KAPLIN: Steve, the other thing, we tried to put -- we tried to perform the same function as adding conditions at a conditional use stage by up front giving you thirty pages, thirty pages of what we think are very effective design standards, so that you would get comfortable, much more comfortable than you could get with any other zoning that you have in this Township that, our expression, what you see is what you get. Thats why the design standards are here. I dont see what -- I dont see how after having all of these design standards you could legitimately, in a conditional use, impose something in the design realm that would be in addition to those conditions that are there. But thats just -- thats my opinion. MS. DIJOSEPH: Commissioner

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78 BAEDERWOOD LIMITED PARTNERSHIP Kline, I think we really -- its ten after 9:00, and I would like to see if there are any other questions. MR. KLINE: Thats fine. I would like to also reserve the ability because I might have some follow-up questions. Thank you. MS. DIJOSEPH: Are there any other Commissioners at this time that have a question? All right. I will turn it over to the audience. These are questions only, no statements at this time, just questions. If theres anything that you have a question about what youve heard this evening, please come forward. Yes, sir? MR. MATTEO: For the record, everybody, state your name and address. MR. MIFSUD: Louis Mifsud, M-I-F-S-U-D, 1315 Washington Lane, Rydal, PA 19046. My comment is related to --

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79 BAEDERWOOD LIMITED PARTNERSHIP MS. DIJOSEPH: Your question, sir? It has to be a question. MR. MIFSUD: Why is it that in the traffic report theres only mention of traffic flow quantities but theres no mention of any speed changes which were going to experience through this redevelopment? Theres no mention as to the traffic density were going to experience following this development. Theres no mention as to the queuing and waiting time changes as a result of this development. And theres no mention of any potential bottleneck being created by this redevelopment. And my question is, where is this information? MS. DIJOSEPH: Thank you. Mr. Kaplin? MR. KAPLIN: We prepared a traffic study, even though a traffic study is not required at this point. But we prepared a traffic study, was prepared by Matt Hammond, who is sitting behind me. The methodology, the draft of it was given to Mr. Matteo who gave it to your

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80 BAEDERWOOD LIMITED PARTNERSHIP Townships traffic consultant, and the traffic consultant suggested that we try a different methodology. We tried the different methodology, and it turned out that the methodology that Matt Hammond picked first was more conservative than what Joe DiSantis had suggested. DiSantis then said that he agreed with the methodology. I guess this gentlemans question is really more like, what should have been the criteria of the traffic study? We did a traffic study to measure the effect of the additional traffic, the additional traffic, that would be created by this development on the surrounding traffic network, and it was reviewed by your traffic consultant. MS. DIJOSEPH: Thank you. Yes, sir? MR. FRIEDMAN: My name is Ralph Friedman. I live at 1420 Hunter Road, Rydal, Pennsylvania. I would like to ask if we could see a copy of the conceptual site plan. Whoever wants to answer this is fine with me. I

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 feet?

81 BAEDERWOOD LIMITED PARTNERSHIP have a couple of questions. First of all, with regard to the Main Street concept, am I correct that that distance which constitutes the Main Street is about 100 feet? MR. KAPLIN: Its about one? MR. FRIEDMAN: One hundred

MR. MATTEO: Whats the footage of that. MR. MINNO: About 150 feet. MR. FRIEDMAN: Which is a little bit bigger than this room, the depth of this room. MR. MINNO: Quite a bit bigger. MR. FRIEDMAN: Maybe a third bigger? MR. MINNO: Yes. MR. FRIEDMAN: The other question that I have on the conceptual site plan is, I dont see any roadways up to the apartment buildings. How are the police or fire or

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82 BAEDERWOOD LIMITED PARTNERSHIP ambulance supposed to get up there? MR. MINNO: This building, all these buildings will be fully sprinklered. And fire and emergencies are handled the same way they would be even in a high-rise in downtown Philadelphia. Theyre wrought with sprinkler systems, stand pipes in stairways and firemen have access by foot around the buildings. But theyre not putting ladders up on these buildings to fight fires. MR. MATTEO: Do you know what the construction is? MR. MINNO: The construction will be Type 5A construction for the residential and 2A construction for the retail and parking. MR. MATTEO: For the audience, what do those types mean? MR. MINNO: The parking facilities would be non-combustible. The retail components would be non-combustible construction, and the residential would be protected wood framed. MR. FRIEDMAN: So, in your

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83 BAEDERWOOD LIMITED PARTNERSHIP concept, the access is through the parking garage? MR. MINNO: And through the corridor system in the building and the stairway system. MR. FRIEDMAN: So, if somebody has a heart attack, the ambulance will pull up to the parking garage, and theyre going to have to take the gurney around to get the person? MR. MINNO: The people would enter through the main lobby, which is in front of the parking garage, and they would go up in the building through the elevator, through the stairway and help the person. MR. FRIEDMAN: Where is the access to the main building from the parking garage? MR. MINNO: The main lobby for the building is right here at the end of the Main Street area. And there are corridors around the entire building, corridors through the central wings. There are elevators at several points throughout the building.

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84 BAEDERWOOD LIMITED PARTNERSHIP MR. FRIEDMAN: Im not sure I understand where the building is. Arent the green things the buildings? MR. MINNO: The light blue portions are the buildings itself. Im outlining the perimeter of the building. MR. FRIEDMAN: Okay. Marc, you said, what you see is what you get. And youre basing that on the design standards that are incorporated into the zoning ordinance; is that correct? MR. KAPLIN: Yes. MR. FRIEDMAN: But you would acknowledge that, if your client decides to sell this property, what we see isnt necessarily what were going to get, because there is an architect or somebody, an engineer who could plan something else; is that correct? MR. KAPLIN: Well, he could plan something else, but he would have to comply with the design standards. But, Ralph, what we have seen

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85 BAEDERWOOD LIMITED PARTNERSHIP in going through this process, with this shape of the property, the way it is and where the buildings are laid out now and where Whole Foods is on a long-term lease, there are not an awful lot of variations that can be made and do a mixed use project. Yeah, in the abstract, could somebody come in and do something different? Yes. But I think David could answer this question better than me. But, as an observer trying to anticipate these kinds of questions, theres not an awful lot of flexibility in the design that could work on this site and preserve -- let me put it this way. The incentive to do a mixed use project here and to redevelop it is to, obviously, get more density and a mix of uses. If you take away -- if you take away the residential, we dont need any zoning change here. We could just redevelop it, but its not going to be whats in the ordinance. Its going to be another strip center where somebody came in and maybe put a facade on and a standing seam roof and it wouldnt be what the comprehensive plan says.

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86 BAEDERWOOD LIMITED PARTNERSHIP MR. FRIEDMAN: I have a question for Mr. Snow. Have you ever done a residential development? MR. SNOW: Many. MR. FRIEDMAN: I thought at the Planning Commission you said that you did not. MR. SNOW: No. They asked me do we have any today. We have built thousands of homes. We have built thousands of apartments. We have done many residential communities. MR. FRIEDMAN: Have you ever built a mixed use development like you are proposing here? MR. SNOW: Not mixed use building but certainly developed mixed use projects with a mix of uses on the site. MR. FRIEDMAN: Mixed commercial? MR. SNOW: And residential. MR. FRIEDMAN: Thank you. MS. DIJOSEPH: Are there any other questions?

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87 BAEDERWOOD LIMITED PARTNERSHIP MR. MATTEO: Yes, we do. MR. HALLOW: Paul Hallow, 1259 Cox Road, Rydal. It seems to me -- and this is a question for the Board. But it seems to me that it all hinges -- does not this hinge on the rezoning of that 8.3 acres to control the density of this project? Under the proposed 504 ordinance, the BSCRD, which supposedly conforms to the comprehensive plan, wasnt there in the comprehensive plan, as you pointed out already, the fact that York Road had to be made into a four-lane highway and other improvements had to be made in general in the area before the comprehensive plan was adopted? I believe that if -- I still believe, and if we look at the picture that we see up there, I cannot understand why those 8.3 acres could not be zoned the same as this Board rezoned what was Rydal Waters and what is now owned by Presbyterian? MS. DIJOSEPH: You need to ask us a question. Are you asking us a question?

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88 BAEDERWOOD LIMITED PARTNERSHIP MR. HALLOW: Yes, Im asking a question. Why can this not be -- it seems its rezoned that helps take care of the density issue. Why cant we rezone that? Why can you not rezone this? The only one that can rezone any ground in Abington Township is the Board of Commissioners. Can you not rezone that the same as was done for the Rydal Waters area? MS. DIJOSEPH: Thank you. Steve, did you want to address that? MR. KLINE: I guess I can address it, but I think Mr. Kaplin might want to jump in here. I believe the owner of Baederwood Shopping Center property has property rights. And they are entitled to propose under the MPC whatever it is they would like to propose. I dont know that the Board can superimpose a zoning district at this time on their property without their consent or without their collaboration.

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89 BAEDERWOOD LIMITED PARTNERSHIP Mr. Herder? MS. DIJOSEPH: Mr. Herder? MR. HERDER: Well, I was going to say that, as a theoretical legal matter, the Board of Commissioners could rezone that property to anything. The Board of Commissioners could take no action on this petition and leave it zoned as it is. But that would leave you facing the substantive validity challenge. MR. KLINE: Thats what I meant at this time. MR. HERDER: And rezoning the property to the neighborhood residential as the Rydal Park property would essentially be leaving it as it is. It would be leaving it zoned for a residential purpose leaving the property owner in the same position he finds himself in right now. MS. DIJOSEPH: Okay. MR. HALLOW: So the answer is, no, you cannot do that. MR. MATTEO: Thank you, Paul. MR. STEWART: Mike Stewart, 1921 Harte Road, S-T-E-W-A-R-T. Just a few

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90 BAEDERWOOD LIMITED PARTNERSHIP questions. Just very simple yes-or-no type answers are fine. I keep hearing four years that this is going on. The zoning today I believe is for eight homes. Has the builder ever tried to build eight homes? MR. KAPLIN: No. As you can see, there is no access from a street. At a minimum, all we would be is behind the shopping center with no access. MR. STEWART: Okay. You mentioned that this is also up for a challenge. If you would win the challenge, it does not necessarily mean you would get the mixed use and connections of all the properties. Would that not also be the problem with the road then there also? MR. KAPLIN: Im sorry. You made an assumption that I dont agree with. MR. STEWART: Okay. If this property is changed to 266 apartments, I notice the Gullway (ph.) project thats over near Alverthorpe. That was sixty-six units on roughly the same size property. Im wondering how you

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91 BAEDERWOOD LIMITED PARTNERSHIP came up with 266. It seems to be a very arbitrary number. MR. KAPLIN: Well, its interesting. The corridor study said that the density in this area should be from twenty-five to forty units per acre. Were at fifteen units per acre. And the way we came up with it was Dave Minnos design of the parking structure. In the middle and the units around the parking structure, we have shown other drawings with great detail about where those units would be and what size they are. I dont want to play semantics with you, but it was anything but arbitrary. It was all thought out as to how could it work, considerations of height, the same height as the buildings around us. It really fits in with the rest of this immediate neighborhood. So I dont think it was arbitrary. MR. STEWART: If this zoning was approved to Brandolini, they had ability to build eight homes and now they would have 266 apartments. Roughly, thirty-three times, I would

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92 BAEDERWOOD LIMITED PARTNERSHIP say, the size and value. If Brandolini, the next day, sold the property, does the zoning stop there and go back to the R-1 or do they just get thirty-three times the profit? MS. DIJOSEPH: Mr. Herder? MR. HERDER: Not impressing myself to the profit issue because thats speculative and I just dont know. But if the property is rezoned, the rezoning stays with the land. It does not revert back, i.e., in the event that this owner should sell the property at some point in the future. MR. STEWART: Two more quick questions. I notice the slides only show the front facades of the building and basically the commercial area. Is there a reason all the slides were left out for the apartment complex? MR. KAPLIN: I dont know what you mean by left out. MR. STEWART: There are renderings of all the other drawings.

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93 BAEDERWOOD LIMITED PARTNERSHIP MR. KAPLIN: There are renderings of the residential. MR. STEWART: You mean the faded things in the back that we could barely see? MR. KAPLIN: Thats the upper level around the garage. MR. STEWART: Okay. There are no pictures in the back, though? MR. KAPLIN: Let me tell you why we did it that way. We did it that way to set one off from the other so that there would be a differentiation and you could understand or see that there is additional height, but its set back from the front. MR. STEWART: And one last question for Mr. Kaplin. I dont know. Did you or Brandolinis representative, Mr. Snow, read the newspaper last week which pointed out that vacancies are now at a twenty-five year high? MR. KAPLIN: Not only did we read the newspaper, but were both in the real estate business every day. Were not talking

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94 BAEDERWOOD LIMITED PARTNERSHIP about developing this tomorrow. And we couldnt -- if you ask me right now and say when would this start, I cant tell you because of the economic climate. But this is a two-year project. MR. STEWART: Wouldnt that be the same then for the over fifty-five community? MR. KAPLIN: Maybe, maybe not. But I can tell you this. We couldnt finance. We know we couldnt finance. MR. STEWART: Thats today. MR. KAPLIN: Yeah. But we dont believe that fifty-five and older is the right use here in a mixed use setting like this. MR. STEWART: Thank you. MS. DIJOSEPH: Are there any other questions? MR. SCHIAVONE: My name is Toto Schiavone, 1115 Rydal Road, the closest residential property next to this exquisite project. Can I ask you a question before I ask them a question?

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 this? time.

95 BAEDERWOOD LIMITED PARTNERSHIP MS. DIJOSEPH: Go ahead. MR. SCHIAVONE: Since this is just a question, like Jeopardy. When is the time when we can do the presentation? Since theyre doing their own, can we make our own presentation sometime? MR. MATTEO: You have the

MS. DIJOSEPH: I beg your pardon? MR. MATTEO: Afterwards. But these are just questions. MS. DIJOSEPH: Right now, these are questions. MR. MATTEO: Afterwards. MR. SCHIAVONE: I understand. Mr. Kaplin, does this exquisite project have a name, the name of the city? MR. KAPLIN: The name of

MR. SCHIAVONE: The city, the city that youre trying to create?

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96 BAEDERWOOD LIMITED PARTNERSHIP MR. KAPLIN: Its called Totos. MR. SCHIAVONE: Totos. This is a serious question. Last week when the Chairman asked you about the future and the planning of the shopping center you didnt give no answer. Do you recall that? MR. KAPLIN: Im sorry. But I dont understand the question. MR. SCHIAVONE: Okay. The question was, the Chairman -- I think it was Mr. Cohen last week. MR. MATTEO: Mr. Rosen. MR. SCHIAVONE: Mr. Rosen, he asked you a question. Whats the plan for the shopping center? You had no answer for him. MR. KAPLIN: Im sorry? MR. SCHIAVONE: You dont recall? MR. KAPLIN: Its not that. I really dont understand the question. MR. SCHIAVONE: Tonight many

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97 BAEDERWOOD LIMITED PARTNERSHIP emphasis was put about Whole Foods. It seems like Whole Foods have you by the you know what. And there was no emphasis about any other future shops there. Are you concerned that the new shops that might go there have to compete with Willow Grove and maybe you have a little chance to occupy those shops that you plan to do in the shopping center? MR. KAPLIN: No. MR. SCHIAVONE: No? Okay. MR. KAPLIN: Brandolini wouldnt have bought the property if it was worried about that. MR. SCHIAVONE: Okay. Can I answer you to that? I think Brandolini wants to do this monstrosity because I know they made a mistake on the acquisition of the property. MS. DIJOSEPH: Thank you. Are you finished? MR. SCHIAVONE: No. MS. DIJOSEPH: Okay. Another question, please.

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98 BAEDERWOOD LIMITED PARTNERSHIP MR. SCHIAVONE: It was mentioned that the future shops inclusive of the Whole Food, its 132,000 square feet. MR. KAPLIN: Correct. MR. SCHIAVONE: Whats the square footage of the new building besides the shopping center? MR. KAPLIN: Well, what we have said is that -- if Dave could bring that -if Dave could bring that up. Its 132,000 of retail. There it is. 32,000 of office, for a total of 164,000 of retail and office, and 266 apartment units of different sizes. MR. SCHIAVONE: Whats the square footage of the new building? MR. KAPLIN: I dont know. MR. SCHIAVONE: You dont? MR. KAPLIN: I dont. MR. SCHIAVONE: Is there an architect who did this? Is he here? Does he know? MR. KAPLIN: I dont know. David may know.

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99 BAEDERWOOD LIMITED PARTNERSHIP MR. MINNO: Is the question the square footage of the residential building? MR. SCHIAVONE: Yes. MR. MATTEO: He wants the total of the whole complex. MR. MINNO: I dont have that number, but I could certainly get that for you. It would be in the neighborhood of 300,000 square feet. MR. SCHIAVONE: 300,000 square feet? MR. MINNO: Yes. MR. SCHIAVONE: I asked the same question to Mr. Kaplin last week. How much water square foot of paved area holds? MR. MINNO: Im not the civil engineer on the project. We have a civil engineer. MR. SCHIAVONE: Then I will move back. Where does water go? Im concerned because Im the closest to the area to your property, to Mr. Brandolinis property. MR. KAPLIN: I think

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100 BAEDERWOOD LIMITED PARTNERSHIP thats -- I think thats a fair question. But its really a land -- its a land development issue. And we would have to satisfy all of the DEP requirements which today this property is not satisfying. There is no storm water management on that ten acres of macadam. All the water comes in, and it runs off. The first thing -- I dont know whether this is a satisfactory answer for you. But the first thing is that were going to put storm water management facilities into the existing property to control the storm water. MR. SCHIAVONE: What does that mean? You put a retainer, water retainer? MR. KAPLIN: Storm water management facilities. MR. SCHIAVONE: Im not technical. Im not an engineer. MR. KAPLIN: I dont know if we have enough time for us to get into that now. MS. DIJOSEPH: No. What I believe he is telling you is that they have every intention of using the best latest practices for

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101 BAEDERWOOD LIMITED PARTNERSHIP storm water management. I dont know if anyone here tonight can actually give you the exact specifications of what they would do. MR. SCHIAVONE: Would you be kind enough to accept my demonstration about the water? MS. DIJOSEPH: Would I accept your demonstration about the water? MR. SCHIAVONE: Yes. Because I came very well prepared. The water, where it goes, the ground -- Im suffering. I do appreciate your time here, because Im suffering the consequence of the expansion of Rydal Park. MS. DIJOSEPH: And I understand that. And Im not trying to tell you that I dont want to see your demonstration. I also know its twenty-five of 10:00. A couple of other people want to ask questions. It may end up that at ten oclock this hearing will be continued. Now, that means we will reconvene at another date and you are welcomed to bring your water experiment with you. I would like to see it, and Im not in any way telling you that I

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 to it.

102 BAEDERWOOD LIMITED PARTNERSHIP dont want to see it. But I do want to give everybody an opportunity tonight. All of these people have come here tonight. MR. SCHIAVONE: I will take that as an invitation, and I look forward to do that. MS. DIJOSEPH: I look forward

MR. SCHIAVONE: But I think the community has the right to show a demonstration like theyre doing. So, before the decision is to be made, you have to hear our voice too. MR. MATTEO: Toto, I think a little later on you will have an opportunity. Right now were just asking questions. I think when you get into the comment stage when youre sworn in that you can do your presentation. It may not be tonight. It might be at another hearing. But you always have that right. MS. DIJOSEPH: Yes. Im not cutting you off from that right. MR. SCHIAVONE: Thank you.

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103 BAEDERWOOD LIMITED PARTNERSHIP MR. LASKA: My name is Philip Laska. I live at 1204 Rosemont Lane, Abington, 19001. I have just a couple of questions that are related. Im curious how this project is going to be financed. Mr. Kaplin mentioned were in tenuous economic real estate and obviously credit financial markets. Im curious how this is going to be financed. What provision or forecast or guarantee you foresee to have this rather large project be built to completion based on financing and what your forecast is for the tenants who occupy this facility to ultimately repay this financing and not have a piece of land not be developed or whatever, just not be finished. MS. DIJOSEPH: Sir, your question is how is it to be financed? MR. LASKA: Yes. Thank you. MR. KAPLIN: Well, Im not sure that this is the answer. But I can tell you that it will not be developed until there is financing. So it will take some turnaround in the

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104 BAEDERWOOD LIMITED PARTNERSHIP market and turnaround in the financing market. And, quite frankly, with what we see in the financing market today, the lenders will be more stringent, and, therefore, the requirements will even be more exacting than they have been before. Now, Brandolinis partner in this development is a pension fund. And this is a long-term investment. The best I can tell you is that. I cant tell you what the financing will be. I can tell you that it will be sufficient because it is a big project and nobody, no lender, will lend unless they are assured that the project can be completed. Now, the second part of your question about who the tenants will be or what the tenants will be, obviously, on the retail side -MR. LASKA: Thats not my question. The question is -- my question isnt who the tenants are going to be. We dont know that. My question is, what is the forecast as to what the financial payments of the tenants to repay the financing of this project? Its a rather large project. Im just curious, and Im

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105 BAEDERWOOD LIMITED PARTNERSHIP sure you have finance people who have done this. But at some point will we get to see numbers showing this is what we anticipate our cash flows to be to carry the debt to finance this project? MR. KAPLIN: No, you wont get to see that. Thats not -- I dont even understand how you would expect that. Thats not -- either were going to be able to finance this and satisfy the lenders. But thats not a public process. Im sorry. MR. LASKA: Thank you. MS. DIJOSEPH: Yes, sir? MR. DRATCH: Joseph Dratch, 1186 Mill Road Circle, Rydal, Pennsylvania. Im at a little bit of a disadvantage this evening. I came from another meeting at another municipality, so Im not sure what ground was covered. So I want to ask one question. And my question is to Mr. Kaplin and to the Township, to get some type of an explanation of what the repercussions would be if this matter ended up in the courts. What would be

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106 BAEDERWOOD LIMITED PARTNERSHIP the risks that the Township would be facing and what would be the risks that the developer would be facing? And the reason Im asking the question, Im familiar with these things. Ms. DiJoseph and I have been involved in these things many, many times. Ive been in the courts a couple of times. And I want them to answer the question. But I think that this is a matter that, with all the other information thats going on up here, I think it should be explained to the public in general what can happen and how the public can possibly lose some control and the Commissioners can lose control over whats going to go on this property should a developer prevail in this type of a situation. So I ask you to -MS. DIJOSEPH: I will call Mr. Herder, first. MR. HERDER: I believe Mr. Dratch is referring to the substantive validity challenge and curative amendment process. And that process, insofar as the Township is

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107 BAEDERWOOD LIMITED PARTNERSHIP concerned, the downside would be that, if the Courts agreed with Mr. Kaplins position, the Brandolini Companys position, or the Township to rezone the property to PB, as Mr. Kaplin has requested in his challenge, as the rest of the property, the front part of the property is currently zoned, if that were to happen, then the property owner would have the right to develop the property in conformity with the existing or with the current Planned Business District regulations. MS. DIJOSEPH: Thank you. Mr. Dratch, is that the answer that you were asking about? MR. DRATCH: Thats it. But I would like to hear Mr. Kaplins comments, too. MR. KAPLIN: I agree with Mr. Herders answer. And this is a plan -- this is a plan that we submitted with our challenge. And this is a plan that we believe complies with the PB. Okay. David has got it on the board. And this plan is a buildable plan and would provide -I forget the -- Adam, how many units are we here? MR. KLINE: I believe it was

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108 BAEDERWOOD LIMITED PARTNERSHIP 300, Mr. Kaplin. MR. KAPLIN: Three hundred units in three separate buildings in the back. That would be -- that would be the plan that could be built here. And, Joe, I will tell you, we went through this to see whether there was a plan that could be built. It could be built. It would be economically feasible. It is certainly not what we want to build. But it is -- its doable. Plus office. Sorry. There is 10,500 square feet of office. MR. MATTEO: Name and address for the record. MS. EINHORN: Mary M. Einhorn, 1175 Timber Gate Drive. The background for my question is that, until two years ago, I lived in Cheltenham Township, which is a bedroom community, and, as a result, the taxes are extremely high. MS. DIJOSEPH: If you could speak up a little more. MS. EINHORN: I wondered

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 that.

109 BAEDERWOOD LIMITED PARTNERSHIP whether the Board has made any study of the economic repercussions if this plan, as stated tonight, were to go through? What kind of impact it might have financially as a burden or as a positive and perhaps how it would influence property taxes? MS. DIJOSEPH: Anybody would like to try to answer that? MR. KAPLIN: I will answer

MS. DIJOSEPH: Go ahead. MR. KAPLIN: We, about three weeks ago, submitted a financial analysis impact study prepared by Glac -- Im sorry, Ken Amy. And we submitted it to the Township. And we thought we would give you our version of that information. So you will have the basis. This is really the directors model study, and we had it done just so we can answer that kind of question. Theres a cover page. The following fiscal analysis demonstrates that the proposed development, when complete, will produce an anticipated net annual surplus of

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110 BAEDERWOOD LIMITED PARTNERSHIP $114,000 to Abington Township, a million five oh five to the Abington School District. So thats our net of impacts. Thats taking into account police, fire, municipal services and you say school kids. But there are very little school kids. So you have that analysis done by our planner. MS. DIJOSEPH: Thank you. Are there any other questions? Yes, sir? MR. VOLLMER: Good evening. My name is Earl Vollmer, V-O-L-L-M-E-R. I live at 1511 Susquehanna Road. I do think that Im a little closer to the project than Toto is. Having said that, Mr. Kline asked a question of Mr. Kaplin, and that was he recalled that 180 units were originally thought of at that April meeting. And it has now blossomed to 266, I believe. And how did that happen? Well, Mr. Kaplin, I believe, indicated that the structure for the parking lot was so extensive and so expensive that it warranted an additional jump

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111 BAEDERWOOD LIMITED PARTNERSHIP from 180 to 266. My question is sort of twofold. Number one, I would wonder what they budgeted per car. There is a reasonable figure for a standard boilerplate parking lot, upper structure, roughly around $10,000 per car. Thats about as cheap as you can go. That is a very unattractive looking building, simply concrete. I wondered what they had budgeted. And that seems to be the driving force to get to the 266. Now, with that density, which is an important issue as well, comes the other side of the coin, which is a tremendous impact of traffic, which on Susquehanna Road and Valley Road, at this point, is unbelievable from 4:30 in the afternoon to 6:00 and from 6:30, quarter of 7:00 until 8:30 in the morning. And so were driving that 266 by the cost of parking but it also affects -MS. DIJOSEPH: Are you asking that question? MR. VOLLMER: Yes. What is the real driving force?

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112 BAEDERWOOD LIMITED PARTNERSHIP MS. DIJOSEPH: Okay. MR. KAPLIN: Well, first of all, the plan that was submitted in April showed 266. The plan that was submitted before that showed 500. The corridor study would allow some number even greater than that. So I dont agree with the underlying assumption that we started at 180. We had discussions of a number of different configurations. Now, we have submitted a traffic study. I went through the methodology before. The Township has that. We have suggested in that traffic study -- and this is not really the appropriate time because its a land development issue -- that we would contribute, I forget the number, $530,000 to improvements at Rydal Road and the Fairway that theres a sketch of, or, if thats not the right place for the Township to spend the money, you tell us where a more appropriate place would be. And, Mr. Vollmer, the study says that the additional traffic will not have such an impact on any one intersection to make a

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113 BAEDERWOOD LIMITED PARTNERSHIP material difference in the operation of any one of the intersections. However, we know nobody believes the traffic studies. We understand that. And were not -- and were not coming here and saying were not going to make any traffic improvements. We are making a suggestion well before the time that is really a land development issue, and we have made a suggestion of a significant amount of money to try and ameliorate at least one existing condition, or, if the Township chooses to have us put that money someplace else, we would do that. But until there is a zoning ordinance in place, were not really up to the traffic improvements. MS. DIJOSEPH: Thank you. Yes? MS. PHILIPS: Sandi, with an I, Philips, with one L, 1920 Sharon Road. I would like to know in your planning process, any stage of it, if youve interviewed any of the residents of the community for their input?

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114 BAEDERWOOD LIMITED PARTNERSHIP MR. KAPLIN: I was going to put a slide up that went on for about two pages that showed four years of meetings with community people and different Township organizations. We had a great deal of input. I dont know whether thats the right word. But we had a great deal of comment from the community, most of it totally negative or we want to control what tenants and what the size are and what their hours are. And that didnt work. And thats why after four years we did what we did. I tried to explain that before. MS. PHILIPS: It must be very hard because you really put a lot into this. You come with your Powerpoints, and we come with our hearts. This is our home. MR. MATTEO: Questions only. MS. DIJOSEPH: We need questions. MS. PHILIPS: My question. I will figure out how to put it into a question. MR. MATTEO: Please. MS. PHILIPS: Would you be

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115 BAEDERWOOD LIMITED PARTNERSHIP interested in -- would you be collaborative with some kind of, whatever, not a watch dog, but a steering committee that would continue to give you input and in a positive way as well, of course? After all, we got a tax benefit here. Im not asking a question. I will stop now and put a question mark on the end of that sentence. MR. KAPLIN: Were here in the zoning process because that collaborative effort didnt work. Mr. Kline will tell you that he thought that there was a deal that had been reached, its been said many times, between Brandolini and the public officials. Its on websites. Its on e-mails. Thats somebodys perception. Our perception is that we went to the Zoning Hearing Board to get a relatively minor variance so that we could start the redevelopment process, and were filibustered through two hearings, and it was clear that we were not going to be able to get approvals in a collaborative manner. So we have no evidence that there is such a cooperative group.

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116 BAEDERWOOD LIMITED PARTNERSHIP MS. PHILIPS: Do you realize when we drive past the Baederwood Shopping Center as it is, our deli is gone, our butcher is gone, maybe not, and -MS. DIJOSEPH: Do you have a question? MS. PHILIPS: My question is, do you realize how the citizens of this Township feel when for two years we are looking at that and so much of the future is based on past performance? This is why -- do you realize that were thinking that? MR. KAPLIN: I do realize. I do realize. Now let me give you a couple of facts that maybe youre not aware of. We did not have anything to do with Murrays leaving. They had a five-year option. Whatever happened internally happened. Brandolini was not the cause of Murrays leaving. So let us get that rumor out of the way that we pushed Murrays out. Now, let us talk about the two years. We were -- as youve heard tonight,

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117 BAEDERWOOD LIMITED PARTNERSHIP there was this invitation, so to speak, in the comprehensive plan to redevelop. Well, in order to redevelop a shopping center, you cant keep extending leases. You have to have the leases be on shorter term so that when you are able to redevelop you can do it. We did not expect to have a four-year process. And I guess it depends upon what perspective you come from. We have lost the income from the people who have left because we couldnt give them ten-year leases. And our perception is that that was caused by the community. I know you wont agree with that, but thats our perception. MS. PHILIPS: Im asking if you would be open to a collaborative effort that you have not yet experienced. We have very bright people here with talents. MR. KAPLIN: Ive answered that already. MS. DIJOSEPH: Thank you very much. I will take one more

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118 BAEDERWOOD LIMITED PARTNERSHIP question, and then we are going to adjourn. I believe that -- well, there was somebody else. But go ahead. MR. ADCOCK: Carson Adcock, 1714 Brook Road. On the substantive validity issue, I think thats the most pertinent. First of all, were you aware of the zoning status of the lot when you purchased the property in the first place? I guess thats for Mr. Snow or Mr. Kaplin. MR. KAPLIN: Yes, we were. We were all. But that doesnt make a difference, from a legal perspective. MR. ADCOCK: From a rational perspective. I wont answer. Second, you mentioned that the access seemed to be the primary problem that you saw with why we should for some reason give up this R-1 zoning on the eight-acre lot. You said that, in particular, why would anyone want to drive across the PB zoning in order to get to the residents back on the R-1 zoning? First of all, is there access

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119 BAEDERWOOD LIMITED PARTNERSHIP to the R-1 lot presently on your property? Can I access it -MR. KAPLIN: Only going -MR. ADCOCK: -- by corridor or by foot? MR. KAPLIN: Only going through our lot, which is a shopping center parking lot and the rear of shopping center buildings. MR. ADCOCK: Just to keep it brief, so the answer is, yes, there is access. And then, secondly, how exactly is it better? How will 266 families or whoever have an easier time traversing your PB lot in order to get back to that space than the ten families that would only need a smaller road? Or its the case we need a smaller road or easier access for 266 lots than for the eight units -- or the 266 units than for the eight units which would need more access? Which would need more access? Which would need a bigger road? Eight or 266? Thats what I am asking. MR. KAPLIN: Im going to

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120 BAEDERWOOD LIMITED PARTNERSHIP answer the question in the way I choose to answer it. This would be a different use. This would not be eight or ten single family homes. This would be an integrated mixed use development where, as you saw the drawings, access, multiple accesses would be provided. MR. ADCOCK: I agree that they both could be accessed. But my point is, it is easier to access for eight units than for 266. MR. KAPLIN: Mr. Adcock, you did this the other night, and you went on and on and on and on. MR. ADCOCK: I will wrap it up here. MR. KAPLIN: Ive answered -excuse me. Ive answered your questions as best I can. MR. ADCOCK: You mentioned finally that the property was landlocked. We could also ask if it was an odd geometrical shape, which would be another reason why there would be a validity challenge, but I will forego that. Obviously, its not an odd geometrical shape.

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121 BAEDERWOOD LIMITED PARTNERSHIP You mentioned its landlocked and, therefore, this validity challenge. Is the whole rear side of your R-1, eight-acre lot abutted by or adjacent to a forty-two-acre residentially zoned lot? That is to say, is it next to a lot that is not residentially zoned and, therefore, landlocked as a residential lot, landlocked in between all of these commercial lots? Is that the case? MR. KAPLIN: I really dont want to engage in this. This is not productive. Landlocked means that there are no streets around our property from which you can gain access. And I think thats self-evident. I would like not to have to go forward with this. If you would have somebody else to ask whatever questions, we will try and help. MR. ADCOCK: I dont think you get to choose who asks the questions. MS. DIJOSEPH: Mr. Adcock. MR. ADCOCK: Thats fine. Thank you, Madam Chairman. I appreciate it. MS. DIJOSEPH: Okay. We are

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122 BAEDERWOOD LIMITED PARTNERSHIP adjourning the meeting at this time. This hearing will be continued and a date will be announced when we can all get together again. Mr. Matteo? MR. MATTEO: Thank you, Madam Chairman. We will find out -- Ladies and gentlemen, just for the record, were going to find out if this room is available. We will try to get November 5th. Its not locked in, but Dr. Altodono (ph.) will call me back tomorrow. MR. KLINE: Mr. Matteo, thats the Town Hall meeting for the corridor study. MR. MATTEO: I apologize. All right. Stephen, thank you. We will have to get another date. I will get some dates and contact everybody. Thank you. (At 10:00 p.m., proceedings were concluded.) ---

123 1 2 3 CERTIFICATION _________________________

4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 ________________________ 20 21 22 23 MARK MANJARDI Official Court Reporter --I hereby certify that the proceedings and evidence are contained fully and accurately in the notes taken by me in the above cause and that this is a correct transcript of the same.