Exhibit CC 2-19-13 #14 General Plan update CC - I19 /u Ivor E.
SNRD E N TO N 1:1 525 Markeot StreetLP PartnerSamson l Li
26th Floor ivor.samson @snrdenton.com
San Francisco,CA 94105-2708 D +1 415 882 2491
USA T +1 415 882 5000
F +1 415 882 0300
snrdenton.com
February 19, 2013
VIA EMAIL AND FEDERAL EXPRESS
aartis@cupertino.org
Ms. Aarti Shrivastava
Director of Community Development
City of Cupertino
10300 Torre Ave
Cupertino CA 95014
Re: Proposed General Plan Amendment
Dear Ms. Shrivastava,
I am writing to you on behalf of Sears Roebuck and Co. ("Sears") regarding the proposed
General Plan Amendment("GPA") process as set forth in the Staff Report and accompanying documents
provided by Mr. Gary Chao on February 14th. As outlined, the process appears to be thorough and
comprehensive, and we appreciate the City of Cupertino's stated interest securing a wide range of
community input. Sears will actively participate in the GPA process to ensure that its interests as a major
property owner and retailer in Cupertino are represented. At this point, however, Sears will refrain from
taking any other position on the proposed GPA until specific draft recommendations and policies begin to
unfold.
Given the anticipated length of this process, I would like to reiterate the concern expressed in my
August 20, 2012 comment letter about the imposition of any sort of actual or de facto development
moratorium as part of the GPA process and to specifically object to any moratorium adopted by the City
Council and/or enacted by the staff in a de facto manner.
Sears looks forward to participating in this GPA process and continuing to be a valued and
supportive member of the Cupertino community. For efficiency, please send all correspondence and
notices about this process to me directly.
Very truly yours,
SNR DENTON US LLP
Ivor E. Samson
cc: (Via Email)
Gary Chao (garyc @cupertino.org)
e Zf I //3 44. /
Grace Schmidt
From: Aki Honda
Sent: Tuesday, February 19, 2013 4:44 PM
To: Grace Schmidt
Subject: FW:Target Center update
Hi Grace,
Could you include the below email as a desk item on the GPA item for tonight?
Thanks,
Aki
Original Message
From: Barry Watkins Imailto:bigbear98 @earthlink.nett
Sent: Tuesday, February 19, 2013 4:36 PM
To: Aki Honda
Subject: Re: Target Center update
Dear Aki;
Today we met again with the two property owners directly contiguous and adjacent to our Target
development, Simon Leong, Fatima Restaurant Landlord and the Lau Family, Bottegas Shops Owner. Both
families had previously agreed to participate in the proposed general Plan Amendment Program with us,
however situations for both parties have changed.
The Fatima Restaurant recently closed and Mr. Leong has entered into a new ten-year lease with a restaurant
operator to take over the space, therefore the time horizon for the GPA Program to be of immediate value to
Mr. Leong no longer exists and he has informed us that he wishes not to participate at this time.
The Lau Family has a relatively small parcel with limited ability to expand and would prefer to not participate
at this time.
SCCA LLC would like to continue to pay the full contribution fee of$109,392.00 for the GPA Program
participation of the eleven-acre extended property including the aforementioned property owners to afford us
maximum flexibility in our further development strategies.
Thank you.
Sincerely,
Stevens Creek Cupertino Associates LLC
D. Barrett Watkins
1
2/19/2013
Z71ew / `
Update on
the General Plan Amendment Process
As part of this update on the General Plan Amendment(GPA)process,
staff is recommending that the Council approve:
• Scopes of work for the preparation of a GPA,Vallco Shopping
District Specific Plan,and associated Environmental Impact
Reports(EIRs)
• Budget amendment to fund the GPA,and EIR process
• Authorization for the City Manager to approve consultant
contracts
Background
On August 21st,the City Council authorized the initiation of the General
Plan Amendment process and requested staff to return back to Council
with the following:
1. Scope of work for the GPA process,including timing of the Vallco
Specific/Master Plan for the Vallco Shopping District
2. Proposal to fund the GPA process,including the City share and
contributions by property owners of key opportunity sites to share in
the cost of reviewing their particular sites(with a mechanism to be
developed to determine the fair share apportionment of contributions
by property owners based upon payments made in advance and those
that are deferred)
3. List of the BQ(Quasi-Public Building) zoned properties where CG
(General Commercial)zoning is proposed to be added
1
2/19/2013
Discussion
Scope of Work for MIG
• Increases in citywide development allocations:
o 2-3 million sf of office allocation
o 2 million sf of commercial allocation
o 1,000-1,500 rooms to the hotel allocation
• Review of 7 key opportunity sites
• Preparation of the following reports:
o Settings and Opportunities
o Visioning strategies and framework
o Concept Alternatives analysis with 3 land
use/design concept alternatives for each site
o Economic and Market Study
o Draft and Final General Plan
Discussion
• Community Outreach Process:
o One(1)initial citywide postcard notice
o All legal noticing as required
o Three(3)community visioning meetings and five(5)stakeholder
meetings
• Timeline-12 to 15 months(March 2013-May 2014)
2
2/19/2013
4; 2013 GPA Opportup'ity Site Map
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3.Vallco Shopping District Boundary
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1.Target/Bottegas Center/Leong(Fatima) Boundary
4.City Center
2 .Stevens Creek Business Center 5.Mirapath(near the PG&E site) City
3.Cupertino Inn 6.Cupertino Village
3
2/19/2013
Additional Opportunity Sites
Although the additional review proposed by the owners of these
additional opportunity sites goes beyond the scope that staff would
ordinarily consider including in the GPA Process,staff believes that this
would allow for:
• Increased community involvement&comprehensive community
discussion of land use and height alternatives for these major
potential development sites
• Community-wide dialogue on heights,land use and development
allocation,although inclusion in the GPA process will not guarantee
any particular outcome for the owners of these opportunity sites
Cost Allocation Process
for Interested Parties
The"fair share"allocation to determine the costs for each property is
based upon the following weighting factors:
• Base Cost-for each site
• Area Charge-for sites scattered over more than one area
• Height Increase Review
• Land Use Change-CG overlay
• Land Use Change-Residential
• Development Allocation
• Site Size
4
2/19/2013
Cost Allocation Process
for Interested Parties
• For property owners who have agreed to share in the cost of reviewing
their sites in advance,they will be charged the fair share of total
consultant costs and 10%for administrative costs,based on their
weighted factors.
• For property owners who are not funding the consultant fees at this
time, these owners will be required I pay the deferred fair share of
costs based upon the fair share of total consultant costs,staff and
miscellaneous costs(estimated at 35%of consultant costs) and carrying
costs at a rate of 4%per year
• This will be translated into a cost per square foot for these properties
and paid when their projects are approved
• Cost of development allocations will be calculated by a consultant at
the end of the process and a General Advance Planning fee will be
proposed(on a per square foot basis)for projects requesting
additional allocation
Property Owners of Opportunity Sites
Funding Review in Advance
1. Volckmann-Stevens Creek Office Center
2. Vidovich-Cupertino Inn
3. Prometheus-City Center
4. Doris Yeh-Mirapath
5. Kimco-Cupertino Village
6. KCR Development-site north o:f JC Penney in
the Vallco Shopping District
Fair Share allocation of consultant costs for each of these properties has
been calculated based on the current scope of consultant costs.
Any increase in scope and related consultant costs will be apportioned
among the various parties using the same weighting factors.
Since the Target/Bottegas/Leong property owners have not committed to
funding their fair share in advance,staff is not recommending to add
their sites to the GPA process at this time
5
2/19/2013
GPA, Specific Plan & EIR Costs
• The total cost for the General Plan and its associated EIR is$1,036,545.
• The cost for the Vallco Specific Plan and EIR is$495,407(total budget for GPA,
Specific Plan and EIR would be$1,531,951).
• The City would be able to save$103,197 by combining the EIR for the GPA and
Specific Plan(total budget for GPA,Specific Plan and EIR(total budget for
GPA,Specific Plan and EIR would be$1,428,755).
• However,since the majority of Vallco Shopping District property owners do
not have specific development plans at this time and are not planning to fund
the Specific Plan,staff is not recommending moving forward with the Specific
Plan.
GPA & EIR
Staff recommends that Council approve funding only the General Plan
Amendment and its associated EIR at this time.
• This allows the City to proceed with the GPA and the larger issue of land use
alternatives for the Vallco Shopping District,while deferring the Specific Plan.
• The GPA process will still involve the Vallco Shopping District owners in
developing three(3)land use alternatives that can inform the Specific Plan
process,and would require a smaller contribution to the City.
• Staff has drafted the consultant contracts to give the City the option to
authorize the Vallco Shopping District Specific Plan and its associated separate
EIR within 6 months of starting the GPA process.
• However,staff would still need additional approval from the Council before
authorizing the Specific Plan,if and when the City chooses to move forward on
the Specific Plan.
6
2/19/2013
Budget Amount Request and
Fiscal Impact
• Total cost of the GPA and its associated EIR that staff is
recommending is$1,036,545
• Council has budgeted$350,000 for th.e GPA process for FY 2012-2013
• Fair share for property owners who will contribute in advance to the
consultant costs will total$436,037(not including 10%administrative
costs)
• The remaining$100,000 needed would come from internal savings for
the current fiscal year.
Staff is recommending that the Council approve a budget amendment to
fund the balance of$150,507 from unassigned reserves to proceed with
the General Plan Amendment and its EIR.
Recommendation
Staff recommends that the City Council approve the following:
1. Scopes of work for the preparation of a GPA,Vallco Specific Plan,
and associated Environmental Impact Reports (EIRs)
2. Budget amendment for$150,507 to fund the costs of the GPA process,
for a total GPA process budget amount of$1,036,545
3. Authorization for the City Manager to approve the contract with MIG
as the planning consultant for an amount not to exceed$476,096
4. Authorization for the City Manager to approve the contract with The
Planning Center/DC&E to prepare the EIR for the GPA for an amount
not to exceed$393,490
5. Authorize the City Manager to approve Contract Change Orders
(CCOs)for the consultant contracts
7
2/19/2013
Consultant Contracts with
MIG & The Planning Center/1D( &-,1
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8
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STEVENS CREEK CUPERTINO LLC
8502 EAST CHAPMAN AVENUE - SUITE 601 - ORANGE CALIFORNIA 92869
D. BARRETT WATKINS, MANAGING MEMBER
CELL PH 714.299.4123 * E-MAIL ADDRESS - BIGBEAR98 @EARTHLINK.NET
February 17, 2013
Mr.David Brandt
City Manager
City of Cupertino
10300 Torre Avenue
Cupertino,Calif. 95014-3255
Re: Bottegas Cupertino Target Center
Stevens Creek Boulevard Cupertino
Copies to:
City Council Members
Aarti Shrivastava
Gary Chao
Dear Mr.Brandt:
I am writing you today to request that Stevens Creek Cupertino LLC, the Target
Center, Shek Lau, the Bottegas Shops and Simon Leong, the Fatima Restaurant be
included in the General Plan Amendment program being brought before the
Cupertino City Council next Tuesday February 19,2013.
In our meeting with you, Mayor Mahoney and Aarti Shrivastava on January 9th, my
partner Steve Carlson and I wanted to take the opportunity to introduce ourselves to
you and show you ideas and plans we have developed for the future expansion and
enhancement of our property and solicit your input on our development strategies.
These presentation meetings with City staff have been a regular practice we have
employed over the past few years since being asked to evaluate the ability to include
a specific retail tenant use within our future development plans if possible.
You will recall that we were asked in that meeting to see if we could get our
immediate neighbors to also participate in the GPA program and following that
meeting we sought out owners Lau and Leong to seek their participation.
Absent a specific contribution amount for GPA program participation for the
combined developments from staff,we submitted to the City in a letter dated January
24, 2013 a proposal to contribute$100,000.00, payable monthly,towards the costs of
the GPA program along with three alternative development scenarios for
consideration.
It wasn't until Thursday afternoon February 14, 2013 that I received a telephone call
from Gary Chao advising me that the staff report and related documents for the
upcoming City Council meeting were available and that our property had been
excluded from the program because we had not provided for an upfront payment. It
was in that same conversation with Mr. Chao that I was first made aware of our group
share of the GPA program would be $109,392.00. I was also, at that time, informed
that our proposed installment payment plan from our January 24th letter was
unacceptable.
Friday afternoon, I received a call from Ms. Shrivastava to further discuss the City's
position. In that discussion Ms. Shrivastava imparted among other things that the
redevelopment of our project was too far off in the future and all the other projects
are ready to commence concurrent plans to develop their properties. Our major
tenant has just six years remaining of the primary term of their lease and since
projects such as this take considerable time to plan and process entitlements, we
would like to have our property included in the GPA study so that we can determine
the community input in order to properly create a future strategy implementation of
the property.
After reviewing the staff report, project cost breakdowns and related information
with my partners, I am amending my proposal letter to the City to state that Stevens
Creek Cupertino Associates (Target and former service station Property), the Shek
Lau Family Property (Bottegas Shops) and Simon Leong (Fatima Restaurant)
respectfully request that the City reconsider its position with our collective
commitment to fully fund our share of the GPA program costs up front along with the
other seven selected property owners. Our combined allocation amount is $109,392.
This commitment shall include the opportunity to have a composite of the three
conceptual development alternative scenarios outlined in our January 24, 2013
considered in this updated financial contribution participation letter attached
hereto. The studies include increased densities, height, and expanded residential
land use for age restricted housing, along with consideration for hotel, office and
other commercial use options described in our January 24th letter as amended and
attached hereto.
Furthermore,we intend to commence the entitlement of the corner pad development
with retail shops on the site of the former gas station site later this year as a Phase 1
of the contemplated project redevelopment.
We appreciate your consideration of this amended proposal and trust you will find
the proposal a win-win for all parties and help to provide a portion of the cash the
city may be required to fund from its unassigned reserves. We plan to attend and
look forward to seeing you at the Council Meeting Tuesday,February 19th.
Thank you very much.
Sincerely,
Stevens Creek Cupertino Associates
Barry Watkins
Managing Member
I ? 1/3 l
y
Grace Schmidt
From: Aki Honda
Sent: Tuesday, February 19, 2013 4:44 PM
To: Grace Schmidt
Subject: FW:Target Center update
Hi Grace,
Could you include the below email as a desk item on the GPA item for tonight?
Thanks,
Aki
Original Message
From: Barry Watkins jmailto:bigbear98 @earthlink.netl
Sent: Tuesday, February 19, 2013 4:36 PM
To: Aki Honda
Subject: Re: Target Center update
Dear Aki;
Today we met again with the two property owners directly contiguous and adjacent to our Target
development, Simon Leong, Fatima Restaurant Landlord and the Lau Family, Bottegas Shops Owner. Both
families had previously agreed to participate in the proposed general Plan Amendment Program with us,
however situations for both parties have changed.
The Fatima Restaurant recently closed and Mr. Leong has entered into a new ten-year lease with a restaurant
operator to take over the space, therefore the time horizon for the GPA Program to be of immediate value to
Mr. Leong no longer exists and he has informed us that he wishes not to participate at this time.
The Lau Family has a relatively small parcel with limited ability to expand and would prefer to not participate
at this time.
SCCA LLC would like to continue to pay the full contribution fee of$109,392.00 for the GPA Program
participation of the eleven-acre extended property including the aforementioned property owners to afford us
maximum flexibility in our further development strategies.
Thank you.
Sincerely,
Stevens Creek Cupertino Associates LLC
D. Barrett Watkins
Cc_ Z1•1 ? �13f
y
Grace Schmidt
From: Aki Honda
Sent: Tuesday, February 19, 2013 4:44 PM
To: Grace Schmidt
Subject: FW:Target Center update
Hi Grace,
Could you include the below email as a desk item on the GPA item for tonight?
Thanks,
Aki
Original Message
From: Barry Watkins jmailto:bigbear98 @earthl nk.netl
Sent: Tuesday, February 19, 2013 4:36 PM
To: Aki Honda
Subject: Re: Target Center update
Dear Aki;
Today we met again with the two property owners directly contiguous and adjacent to our Target
development, Simon Leong, Fatima Restaurant Landlord and the Lau Family, Bottegas Shops Owner. Both
families had previously agreed to participate in the proposed general Plan Amendment Program with us,
however situations for both parties have changed.
The Fatima Restaurant recently closed and Mr. Leong has entered into a new ten-year lease with a restaurant
operator to take over the space, therefore the time horizon for the GPA Program to be of immediate value to
Mr. Leong no longer exists and he has informed us that he wishes not to participate at this time.
The Lau Family has a relatively small parcel with limited ability to expand and would prefer to not participate
at this time.
SCCA LLC would like to continue to pay the full contribution fee of$109,392.00 for the GPA Program
participation of the eleven-acre extended property including the aforementioned property owners to afford us
maximum flexibility in our further development strategies.
Thank you.
Sincerely,
Stevens Creek Cupertino Associates LLC
D. Barrett Watkins
Cc d--1/ 7 /3
1`f
STEVENS CREEK CUPERTINO ASSOCIATES
8502 EAST CHAPMAN AVENUE, SUITE 601
ORANGE, CALIF.92869
Sunday, February 17, 2013
Aarti Shrivastava
Director of Community Development
Planning Department
City of Cupertino
10330 Torre Avenue
Cupertino, California 95014
RE: GPA PROPOSED PARTICIPATION
FOR GREGORY PLAZA
IN CUPERTINO'S PROPOSED GPA.
BY STEVENS CREEK CUPERTINO ASSOCIATES
Dear Aarti:
Thank you for inviting STEVENS CREEK CUPERTINO ASSOCIATES, LLC, (SCCA)
and the adjacent property owners to participate in the proposed General Plan
Amendment, GPA. We hereinafter refer to this assembled group as DEVELOPER. We
wish to participate in the City's General Plan Amendment process under the following
general outline. Our understanding is that your proposed aggregate budget for the
program process is approximately $1.5 million. Our proposal is that DEVELOPER would
contribute $109,392.00 towards said budget, payable on terms and conditions as outlined
herein.
Our understanding is that the major issues will be traffic, use, project density and height.
We understand that the City would like to see our site develop in the following manner:
• A multi-floor mixed- use project
• A maximum height of 85' for the development
• No limit on FAR, provided other project conditions match the goals of the project
• Subject to tenant availability, preferably a dominant retail mix to maximize sales
tax revenue
• A hotel or similar use to create additional TOT
• A tenant mix that would balance generated daily vehicle trips
• Ingress and egress and on-site circulation maximized to minimize overall traffic
concerns
• Inclusion in the project with the 13,000 SF Bottegas Shops owner and the (Simon
Leong) Fatima Restaurant 1 acre parcel.
Since DEVELOPER cannot predict the future commitments of major tenant and user
interest, we have included three alternative Options in the event unforeseen events occur
and the tenant mix proposed requires site plan adjustments. These three Options provide
for multiple use and maximum flexibility and dependent upon future plans of various
possible tenants and uses.
We request that you keep these three concepts confidential at this time, however, these
Development Options or "BLOB" site plans will be provided at a later date for your staff
and consultants. We also have a vehicular access map maintaining nine ingress and
egress driveways around the entire block though probably with some modifications to
existing access points. The project site currently enjoys two immediately adjacent
signalized intersections with two additional indirect signalized intersections to service
project access on De Anza Boulevard.
We have contacted the two adjacent property owners (Bottegas Shops and Fatima
Restaurant Owner) and both have determined that participating in the GPA along with us
would be advantageous for their properties.
Funding the DEVELOPR's share for the GPA plan budget will come as a joint
participation by the assembled Parties as further outline below.
DEVELOPER proposes to include a total of approximately 11.08 commercial contiguous
acres in the PLAN with the inclusion all property owners within the block.
The composition of the combined properties included in the shared participation property
within the proposed GPA project area include the following parcels:
• The existing 8. 26 acre Target Parcel
• The vacant former service station .82 acre parcel at the corner of Stevens Creek
Blvd. and Saich Way
• The 13,000 square foot of shops on the .98 acre parcel commonly known as
Bottegas Cupertino
• The 1.02 acre parcel at Alves Drive and Bandley Drive commonly known as the
Fatima Restaurant
DEVELOPER proposes to fund the aforementioned $109,392.00 contribution to the GPA
program within a few days of notification in writing by Staff of the payment method and
funding details.
DEVELOPER reserves the right to separately proceed with pursuing entitlement for the
Stevens Creek Boulevard/Saich Way corner pad shops should they elect to do so.
DEVELOPER's proposed development options are as follows:
OPTION 1: TOTAL GLA: 641,500 with a maximum height of eighty-five feet up to
seven levels.
• AGGREGATE MAJOR TENANT RETAIL: 310,000 SF
• SHOPS RETAIL: 36,000 SF
• RESTAURANTS: 15,500 SF
• HOTEL: 147,000 SF/220 Rooms
• A GAS STATION with 16 Fuel Dispensers on four fuel dispenser islands
• OFFICE: 0 SF
• AGE RESTRICTED HOUSING: 133,000SF/70Dwelling Units
OPTION 2: TOTAL GLA 649,500 SF with a maximum height of eighty-five feet up to
seven levels.
• AGGREGATE MAJOR TENANT RETAIL: 156,000 SF
• SHOPS RETAIL: 16,000 SF
• RESTAURANTS: 22,500 SF
• HOTEL: 147,000 SF/220 Rooms
• A GAS STATION with 16 Fuel Dispensers on four fuel dispenser island
• OFFICE: 175,000 SF
• AGE RESTRICTED HOUSING: 133,000SF/70Dwelling Units
OPTION 3: TOTAL GLA 778,000 SF with a maximum height of eighty-five feet up to
seven levels.
• AGGREGATE MAJOR TENANT RETAIL: 65,000 SF
• SHOPS RETAIL: 16,000 SF
• RESTAURANTS: 17,000 SF
• HOTEL: 147,000 SF/220 Rooms
• OFFICE: 400,000 SF:
Comprised of a Basement Plaza Level and four additional floors
• AGE RESTRICTED HOUSING: 133,000SF/70 Dwelling Units
We appreciate the opportunity to be a part of this exiting program and plan to attend the
February 19th City Council Meeting. We will provide you with our OPTION site plans
when your consultants and staff conduct the initial program scope meetings.
Thank you very much.
Sincerely,
Stevens Creek Cupertino Associates, LLC
Barry Watkins
Managing Member